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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
GIBRALTAR PACKAGING GROUP, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
374-758-10-0
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 11, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 374-758-10-0
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Agro Industrial and Trading Holding B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 317,400
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 317,400
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
HC
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CUSIP No. 374-758-10-0
This original Schedule 13D Statement is filed on behalf of Agro Industrial
and Trading Holding B.V., a Netherlands corporation, for the purpose of
reporting certain acquisitions by such reporting person of shares of common
stock, par value $0.01 per share, of Gibraltar Packaging Group, Inc., a
Delaware corporation (the "Shares").
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of common stock, par
value $0.01 per share, of Gibraltar Packaging Group, Inc., a Delaware
corporation that has its principal executive offices at 274 Riverside Avenue,
Westport, Connecticut 06880 ("Gibraltar").
Item 2. Identity and Background.
(a) This Schedule 13D Statement is filed on behalf of Agro Industrial and
Trading Holding B.V. ("Agro"). Pieter M. S. Visser and Lammert van Keulen are
the Directors of Agro.
(b) The business address of Agro and Messrs. Visser and van Keulen is 18
Lindenstraat, 7411 NV Deventer, Netherlands.
(c) The principal business of Agro is to act as a holding company with
respect to the stock of Mercatura B.V., a Netherlands corporation
("Mercatura"). The principal occupation of each of Messrs. Visser and van
Keulen is being a Director of Agro. Mercatura's principal occupation is the
trading of agricultural products. Mercatura's business address is 18
Lindenstraat, 7411 NV Deventer, Netherlands.
(d) Negative with respect to Agro and Messrs. Visser and van Keulen.
(e) Negative with respect to Agro and Messrs. Visser and van Keulen.
(f) Agro is a corporation organized under the laws of the Netherlands.
Messrs. Visser and van Keulen are citizens of the Netherlands.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by the Agro were
acquired for the aggregate purchase price of approximately $1.3 million. Agro
purchased such Shares with its working capital.
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CUSIP No. 374-758-10-0
Item 4. Purpose of Transaction.
Agro purchased the Shares to acquire a significant minority interest in
Gibraltar for the purposes of investment. Depending on future market
conditions, developments with respect to Gibraltar's business and other
factors, Agro may seek to acquire additional Shares.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item, Agro presently has no
plans or proposals that relate to or would result in any of the following:
(i) a merger, consolidation or other business combination
involving Gibraltar or the reorganization or liquidation of Gibraltar;
(ii) the sale or disposition of a material amount of assets of
Gibraltar;
(iii) a change in the present board of directors or management of
Gibraltar;
(iv) a material change in the present capitalization or dividend
policy of Gibraltar;
(v) a material change in the business or corporate structure of
Gibraltar;
(vi) a change to the charter, bylaws or other similar instruments
of Gibraltar, or the impediment of the acquisition of control of Gibraltar by
any person;
(vii) the cessation of authorization to be quoted in an inter-dealer
quotation system of a registered national securities association;
(viii) a class of equity securities of Gibraltar becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; and
(ix) any action similar to any of those enumerated in (i) through
(viii) above.
Agro reserves the right to modify their plans and proposals described in
this Item 4. Further, subject to applicable laws and regulations, Agro may
formulate plans and proposals that may result in the occurrence of an event set
forth in (i) through (ix) above.
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CUSIP No. 374-758-10-0
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by Gibraltar, there are 5,041,544 Shares outstanding
(the "Outstanding Shares"). Agro is the beneficial owner of 317,400 Shares, or
approximately 6.3% of the Outstanding Shares. To the best knowledge of Agro,
neither Mr. Visser nor Mr. van Keulen owns any Shares directly.
(b) Agro has the sole power to vote or to direct the voting of, and has
the sole power to dispose or to direct the disposition of, the Shares owned by
it.
(c) During the past 60 days, Agro purchased the following Shares in open
market transactions:
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Date the Shares Number Purchase Price Per Share
Were Purchased of Shares (Excluding Commissions)
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12/10/96 20,000 $3.44
12/11/96 30,000 $3.38
12/20/96 35,000 $3.31
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(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP No. 374-758-10-0
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Agro Industrial and Trading Holding B.V.
Dated: January 13, 1997 By: /s/ Pieter M. S. Visser
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Pieter M. S. Visser, Director
