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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GIBRALTAR PACKAGING GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
374758-100
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
41st Floor
New York, New York 10112
(212) 408-2400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1997
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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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) and (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the filing 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 filed 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).
Page 1 of 9 Pages
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CUSIP No. 374758-100 SCHEDULE 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P. (f/k/a Chemical Venture
Capital Associates, A California Limited Partnership)
13-337-6808
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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*
SC
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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
California
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7 SOLE VOTING POWER
274,739
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITh 274,739
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,739
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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)
5.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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Preliminary Note
All information set forth herein has been adjusted to reflect a change in
the name and address of the reporting person.
Item 2. Identity and Background.
This statement is being filed by Chase Venture Capital Associates, L.P.
(f/k/a Chemical Venture Capital Associates, A California Limited Partnership)
(hereinafter referred to as "CVCA"), whose principal business office is located
at 380 Madison Avenue, 12th Floor, New York, New York 10017. The general partner
of CVCA is Chase Capital Partners (f/k/a Chemical Venture Partners), a New York
general partnership ("CCP"), whose principal business office is located at the
same address as CVCA.
Set forth below are the names of each general partner of CCP who is a
natural person. Each such general partner is a U.S. citizen, whose principal
occupation is general partner of CCP and whose principal business office address
(except for Messrs. Ferguson and Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
David L. Ferguson
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
Brian J. Richmand
Shahan D. Soghikian
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Ferguson's principal business office address is c/o Chase Capital
Partners, 840 Apollo Street, Suite 223, El Segundo, California 90245. Mr.
Soghikian's principal business office address is c/o Chase Capital Partners, 125
London Wall, London EC2Y5AJ, England.
Jeffrey C. Walker is the managing general partner of CCP. The remaining
general partners of CCP are Chemical Capital Corporation, a New York corporation
("Chemical Capital"), CCP Principals, L.P. (f/k/a CVP Principals, L.P.), a
Delaware limited partnership ("Principals") and CCP European Principals, L.P., a
Delaware limited partnership ("European Principals"), each of whose principal
business office is located at the same address as CVCA. Chemical Capital is a
wholly owned subsidiary of The Chase Manhattan Corporation (f/k/a Chemical
Banking Corporation), a Delaware corporation, whose principal business office is
located at the same address as CVCA. The general partner of each of Principals
and European Principals is Chemical Capital. Set forth in Schedule A hereto and
incorporated herein by reference are the names, business addresses, principal
occupations of each executive officer of Chemical Capital, each of whom is a
U.S. citizen.
Page 3 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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The Chase Manhattan Corporation ("Chase") is a Delaware corporation
engaged (primarily through subsidiaries) in the commercial banking business with
its principal office located at 270 Park Avenue, New York, New York 10017. Set
forth in Schedule B hereto and incorporated herein by reference are the names,
business addresses, principal occupations and employments of each executive
officer and director of Chase, each of whom is a U.S. citizen.
To CVCA's knowledge, the response to Items 2(d) and (e) of Schedule 13D is
negative with respect to CVCA and all persons regarding whom information is
required hereunder by virtue of CVCA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D
Statement require that, in addition to CVCA, the information called for therein
should be given with respect to each of the persons listed in this Item 2,
including CCP, CCP's individual general partners, Chemical Capital, Chemical
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CVCA should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Issuer's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Issuer's Common Stock acquired by CVCA, neither the filing of this statement nor
any of its contents shall be deemed an admission that any of such persons is a
beneficial owner of the Issuer's Common Stock acquired by CVCA or a member of a
group together with CVCA either for the purpose of Schedule 13D of the Exchange
Act or for any other purpose with respect to the Issuer's Common Stock.
Item 7. Material to be Filed as Exhibits.
*1. Agreement and Plan of Reorganization, dated as of April 28, 1993,
among the Issuer, Acquisition, Holdings, Niemand, CVCA and the Other
Shareholders (without Exhibits or Appendices).
*2. Letter Agreement, dated April 28, 1993, between the Issuer and CVCA.
___________
* Filed previously
*3. Registration Rights Agreement, dated as of April 28, 1993, among the
Issuer, CVCA and the Other Shareholders.
*4. Agreement Among Shareholders, dated as of April 28, 1993, among CVCA
and the Other Shareholders.
SCHEDULE A
Item 2 information for executive officers and directors of Chemical
Capital.
SCHEDULE B
Item 2 information for executive officers and directors of Chase.
Page 4 of 9 Pages
______________
* Filed previously
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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SIGNATURE
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.
Date: February 12, 1997 CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Jeffrey C. Walker
------------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 5 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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SCHEDULE A
CHEMICAL CAPITAL CORPORATION
Executive Officers
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President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President & Treasurer Donna L. Carter**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
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* Principal occupation is employee and/or officer of Chase. Business address
is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York,
New York 10017.
** Principal occupation is employee of Chase and/or general partner of CCP.
Business address is c/o Chase Capital Partners, 380 Madison Avenue,
12th Floor, New York, NY 10017.
Page 6 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers*
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Walter V. Shipley, Chairman and CEO
Edward D. Miller, Senior Vice Chairman
Thomas G. Labrecque, President and COO
William B. Harrison, Jr., Vice Chairman
Directors**
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Principal Occupation or Employment;
Name Business or Residence Address
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Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. S2nd Avenue
Miami, FL 33166
H. Laurance Fuller Chairman of the Board and Chief Executive
Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
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* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a
U.S. citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 7 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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Principal Occupation or Employment;
Name Business or Residence Address
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Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Retired Chairman and Chief Executive
Officer the Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
2 Park Avenue, 23rd Floor
New York, NY 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labracque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of
Wilmington, Inc. and Queen City
Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
Page 8 of 9 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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Principal Occupation or Employment;
Name Business or Residence Address
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Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, NY 11050
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
Page 9 of 9 Pages
