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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 ) *
-----
GIBRALTAR PACKAGING GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
374758-100
- --------------------------------------------------------------------------------
(Cusip Number)
Harvey M. Eisenberg, Esq.
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
41st Floor
New York, New York 10112
(212) 408-2400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 1, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Page 1 of 12 Pages
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SCHEDULE 13D
CUSIP No. 374758-100 Page 2 of 12 Pages
------------------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P.
13-337-6808
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF
221,739
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
221,739
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,739
12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON*
PN
Page 2 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
Preliminary Note
- ----------------
All information set forth herein has been adjusted to reflect a reduction in the
number of shares held by the reporting person and a change in the name and
address of the reporting person.
Item 1. Security and Issuer. -------------------------------
The name of the issuer is Gibraltar Packaging Group, Inc. (hereinafter referred
to as the "Issuer"). The address of the Issuer's principal executive offices is
200 Summit Avenue, Hastings, NE 68901. This statement relates to the Issuer's
Common Stock, $.01 par value (the "Common Stock").
Item 2. Identity and Background.
- --------------------------------
The response to Item 2 is amended in its entirety to read as follows:
This statement is being filed by Chase Venture Capital Associates, L.P.
(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, 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 Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M. B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's principal business office address is c/o Chase Capital Partners,
50 California Street, Suite 2940, San Francisco CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. The remaining general
partners of CCP are Chase Capital Corporation, a New York corporation ("Chase
Capital"), CCP 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. Chase Capital is a wholly owned subsidiary of The Chase
Manhattan Corporation, a Delaware corporation. The general partner of each of
Principals and European Principals is Chase Capital. Set forth in Schedule A
hereto and incorporated herein by reference are the names, business addresses,
principal occupations or employments of each executive officer of Chase
Capital, each of whom is a U.S. citizen.
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
Page 3 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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, Chase Capital, Chase 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 3. Source and Amount of Funds or Other Consideration.
Method of Acquisition
On April 28, 1993, CVCA, the Issuer, Niemand Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Issuer ("Acquisition"), Niemand
Holdings, Inc., a Delaware corporation ("Holdings"), Niemand Industries, Inc., a
Delaware corporation ("Neimand"), Dale Flanagan ("Flanagan"), Don Geerdes
("Geerdes"), Marianne Hendrix ("Hendrix"), John F. Kirtley ("Kirtley"), P.
Jeffrey Leck ("Leck"), Glenn Oken ("Oken"), Margit M. Perullo ("M. Perullo"),
Ralph F. Perullo ("R. Perullo"), Fred Shackelford ("Shackelford"), The Ralph F.
Perullo Deferred Compensation Trust, Jack D. Garamella, Trustee (the "R. Perullo
Trust"), The Margit Perullo Irrevocable Trust, Jack D. Garamella and Ralph F.
Perullo, Trustees (the "M. Perullo Trust"), William E. Myers ("Myers"), Brian E.
Sanderson ("Sanderson"), William J. Kidd ("Kidd"), Kurt L. Kamm ("Kamm") and
Edward Mandel ("Mandel") entered into an Agreement and Plan of Reorganization
(the "Plan"). A copy of the Plan is filed as Exhibit 1 hereto. The primary
purpose of the Plan was to sell Niemand to the Issuer in consideration for cash
and shares of Common Stock of the Issuer. Immediately after the merger provided
for in the Plan, Niemand became an indirect, wholly-owned subsidiary of the
Issuer.
Pursuant to the Plan, upon filing the Certificate of Merger with the Delaware
Secretary of State (the "Effective Time"), Holdings would be merged with and
into Acquisition and, among other things, each share of Class A Common Stock,
par value $.01 per share (the "Class A"), of Holdings would be converted into
the right to receive, and become exchangeable for, 20.719108 shares of the
Issuer's Common Stock and a certain amount of cash. The Certificate of Merger
was filed April 28, 1993, at which time CVCA's shares of Class A were converted
into the right to receive, and became exchangeable for, 274,739 shares of the
Issuer's Common Stock and cash under the terms of the Plan. CVCA's original cost
basis for its shares of Class A, which were acquired by it in two purchases on
May 30, 1991 and December 11, 1991, respectively, is $3,236,874.05. The funds
used by CVCA to acquire the Class A were from its contributed capital.
Disclaimer of Group Status
As noted above, Flanagan, Geerdes, Hendrix, Kirtley, Leck, Oken, M. Perullo, R.
Perullo, Shackelford, The R. Perullo Trust, the M. Perullo Trust, Myers,
Sanderson, Kidd, Kamm and Mandel (collectively, the "Other Shareholders")
together with CVCA were parties to the Plan. They each received the Issuer's
Common Stock upon consummation of the transactions contemplated by the Plan. In
addition, in connection with the Plan and the closing of the transactions
contemplated thereby, CVCA entered into certain agreements with the Issuer as
well as with the Other Shareholders. The terms of these agreements provide
generally that CVCA and the Other Shareholders agree to certain restrictions on
the
Page 4 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
transferability of the stockholdings and that the Issuer agrees with CVCA and
the Other Shareholders to provide certain rights of registration under the
Securities Act of 1993 as amended (the "1993 Act"), with respect to their
stockholdings. Prior to execution of the Plan, CVCA had no contractual or other
relationship with the Other Shareholders or others with respect to beneficial
ownership of the Issuer's Common Stock.
CVCA disclaims that it is member of a group with any other persons either for
purposes of this Schedule 13D or for any other purpose related to its beneficial
ownership of the Issuer's securities.
Item 4. Purpose of Transaction.
The acquisition of the Issuer's equity securities has been made by CVCA for
investment purposes. Although CVCA has no present intention to do so, CVCA may
make additional purchases of Common Stock either in the open market or in
privately negotiated transactions, including transactions with the Issuer,
depending on an evaluation of the Issuer's business prospects and financial
condition, the market for the Common Stock, other available investment
opportunities, money and stock market conditions and other future developments.
Depending on these factors, CVCA may decide to sell all or part of its holdings
of the Issuer's Common Stock in one or more public or private transactions.
The Merger.
Pursuant to the Plan, Holdings was merged with and into Acquisition, a newly
created and wholly-owned subsidiary of the Issuer; Acquisition survived the
merger.
Board Visitation.
In connection with the transactions contemplated by the Plan, The Issuer granted
CVCA the right to have its designee attend meetings of the Issuer's Board of
Directors and to receive documents related thereto (see Exhibit 2 hereto).
CVCA's initial designee is P. Jeffrey Leck. The Issuer's agreement with CVCA
includes customary confidentiality provisions and will remain in effect until
CVCA ceases to hold at least 25% of the Common Stock it received under the
Plan.
Except as set forth in this Item 4, CVCA has no present plans or proposals that
relate to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D. However, CVCA reserves the right to propose or
participate in future transactions which may result in one or more of such
actions, including but not limited to, an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, of a material amount of assets
of the Issuer or its subsidiaries, or other transactions which might have the
effect of causing the Issuer's Common Stock to cease to be listed on the NASDAQ
National Market System or causing Common Stock to become eligible for
termination of registration under Section 12(g) of the Exchange Act.
Item 5 Interest in Securities of the Issuer.
The response to Item 5 is amended in its entirety to read as follows:
As of December 31, 1998, CVCA is deemed to be the beneficial owner of 221,739
shares of the Issuer's Common Stock. CVCA's deemed beneficial ownership
represents 4.4% of the Common Stock. CVCA has sole voting power and dispositive
power with respect to its shares of Common Stock.
During the months of June, 1998 through December, 1998, CVCA sold the following
shares of Common Stock in open market transactions:
DATE NUMBER OF SHARES PRICE PER SHARE
6/5/98 5,000 $2.3750
Page 5 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
6/5/98 3,000 $2.7500
6/17/98 5,000 $2.7500
7/30/98 6,000 $2.5000
10/19/98 5,000 $1.1250
10/26/98 16,000 $1.0000
12/17/98 2,000 $1.2500
12/18/98 2,000 $1.3125
12/18/98 9,000 $1.2500
As a result of the above-listed sales of the Issuer's Common Stock held by CVCA,
CVCA is now below the reporting threshold.
Except as reported in Item 6 below and incorporated herein by reference, there
have been no transactions in the Common Stock during the past sixty days which
are required to be reported in this Statement. No person other than CVCA has the
right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the Common Stock owned beneficially by CVCA.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Reference is made to the information disclosed under Items 3 and 4 of this
Statement which is incorporated by reference in response to this Item. In
addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
(a) Registration Agreement. Pursuant to Section 4.02(b) of the Plan,
the Issuer entered into a Registration Rights Agreement dated as of April 28,
1993 (the "Registration Agreement") (see Exhibit 3 hereto) with CVCA and the
Other Shareholders. The Registration Agreement permits holders of a majority of
the Common Stock to demand that the Issuer include their holdings of a majority
of the Common Stock to demand that the Issuer include their holdings in one
registration under the 1933 Act on Form S-1 or Form S-2 (or any successor form)
and up to three registrations under the 1933 Act of Form S-3 (or any successor
form). These parties are also granted certain "Piggy-back" rights to
participate in certain registration statements filed by the Issuer. The Issuer
agreed to pay all costs and expenses of all registrations under the Registration
Agreement. The Registration Agreement also contains customary terms and
conditions with respect to hold back of shares from public sale or distribution,
selection of underwriters and indemnification.
(b) Agreement Among Shareholders. CVCA and the Other Shareholders
agreed not to dispose of the Common Stock received pursuant to the Plan for a
period of two years without having obtained an opinion of counsel regarding
certain federal tax implications of the transfer pursuant to an Agreement Among
Shareholders dated as of April 28,1993 (see Exhibit 4 hereto). CVCA and the
Other Shareholders further agreed to provide notice of any proposed transfer.
Page 6 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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.
*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 Chase
Capital.
SCHEDULE B
Item 2 information for executive officers and directors of Chase.
* Filed previously
Page 7 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
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, 1999 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 8 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
SCHEDULE A
----------
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Name
----
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------------------
* 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 Chase
Capital Partners. Business address is c/o CCP, 380 Madison Avenue, 12th
Floor, New York, NY 10017.
Page 9 of 12 Pages
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SCHEDULE 13D
Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
SCHEDULE B
----------
THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
------------------
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
---------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
- ----------------
* 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 10 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, New York 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
H. Laurance Fuller Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
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
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board 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
Reader's Digest Road
Pleasantville, NY 10570
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 Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Page 11 of 12 Pages
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SCHEDULE 13D
Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Henry B. Schacht Retired 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
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 12 of 12 Pages
