SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ivex Packaging Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
465855104
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 1998
(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 [ ].
*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).
**The total number of shares reported herein (exclusive of shares held by
Additional Persons as defined herein) is 1,668,448, which constitutes
approximately 8.2% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 20,426,666
shares outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,668,448 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,668,448 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,668,448 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President of Keystone, Inc. with regard to
1,107,567 shares of Stock.<PAGE>
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,107,567 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,107,567 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,107,567 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised by its President and sole director, Robert M. Bass.
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.01 per
share (the "Stock"), of Ivex Packaging Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 100 Tri-State
Drive, Suite 200, Lincolnshire, Illinois 60069.
Item 2. Identity and Background.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13D Statement is hereby filed by Robert M. Bass
("RMB") and Keystone, Inc., a Texas corporation ("Keystone"). Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein
with respect to the following persons (collectively, the "Additional
Persons"): Daniel L. Doctoroff ("Doctoroff"), Steven Gruber ("Gruber"),
W.R. Cotham ("Cotham"), and J. Taylor Crandall ("Crandall"). RMB and
Keystone are sometimes hereinafter referred to as the "Reporting Persons,"
and the Reporting Persons and the Additional Persons are sometimes
hereinafter collectively referred to as the "Item 2 Persons". The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act, although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting Persons that a
group exists.
(b)-(c)
RMB
RMB's business address is 201 Main Street, Suite 3100, Fort Worth,
Texas 76102, and his present principal occupation or employment at such
address is serving as President of Keystone, Inc. ("Keystone").
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and
development, ownership and operation of oil and gas properties (through
Bass Enterprises Production Co. ("BEPCO")), the ownership and operation of
gas processing plants and carbon black plants (through various
partnerships) and the ownership of interests in entities engaged in a wide
variety of businesses. The principal address of Keystone, which also
serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the
name, residence or business address, and present principal occupation or
employment of each director, executive officer and controlling person of
Keystone are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Robert M. Bass See above. See above.
J. Taylor Crandall 201 Main St., Ste. 3100 Vice President-Finance
Fort Worth, Texas 76102 of Keystone
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
William H. Medary 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Bernard J. Carl 1133 Connecticut Ave NW Vice President of and
Suite 800 consultant to
Washington, DC 20036 Keystone
Daniel L. Doctoroff 65 E. 55th St., 32nd Fl. Vice President of and
New York, NY 10022 consultant to
Keystone
Steven B. Gruber 65 E. 55th St., 32nd Fl. Vice President of and
New York, NY 10022 consultant to
Keystone
David G. Brown 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 consultant to
Keystone
Mark A. Wolfson 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 consultant to
Keystone
James N. Alexander 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 consultant to
Keystone
John R. Monsky 65 E. 55th St., 32nd Fl. Vice President of and
New York, NY 10022 consultant to
Keystone
Robert B. Henske 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 consultant to
Keystone
Gary W. Reese 201 Main St., Ste. 2600 Treasurer of BEPCO
Fort Worth, Texas 76102
BEPCO is a Texas corporation, the principal business of which is
oil exploration and drilling and producing hydrocarbons. The principal
business address of BEPCO, which also serves as its principal office, is
201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Keystone
See above.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
None of the Reporting Person's expended any funds to acquire any
shares of the Stock. All shares of the Stock reported herein were acquired
by the Reporting Persons pursuant to the pro rata distribution of Stock by
Acadia Partners, L.P. ("Acadia") and certain associated entities.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of the Stock reported
herein pursuant to the pro rata distribution of Stock by Acadia and certain
associated entities, and intend to hold such Stock for investment purposes.
Depending on market conditions and other factors that each of the Reporting
Persons may deem material to its respective investment decision, such
Reporting Person may purchase additional shares of the Stock in the open
market or in private transactions. Depending on these same factors, such
Reporting Person may sell all or a portion of the shares of the Stock that
it now owns or hereafter may acquire on the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D
of the Act.
Item 5. Interest in Securities of the Issuer.
(a)
Reporting Persons
RMB
Because of his position as the President of Keystone, RMB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,107,567 shares of the Stock, which, together with the 560,881 shares of
the Stock that RMB directly beneficially owns, constitutes in the aggregate
approximately 8.2% of the outstanding shares of the Stock.
Keystone
Acting through its President, RMB, the aggregate number of shares
of the Stock that Keystone owns beneficially, pursuant to Rule 13d-3 of the
Act, is 1,107,567, which constitutes approximately 5.4% of the outstanding
shares of the Stock.
Additional Persons
Doctoroff
The aggregate number of shares of the Stock that Doctoroff owns
beneficially, pursuant to Rule 13d-3 of the Act, is 174,563, which
constitutes approximately 0.9% of the outstanding shares of the Stock.
Gruber
The aggregate number of shares of the Stock that Gruber owns
beneficially, pursuant to Rule 13d-3 of the Act, is 173,474, which
constitutes approximately 0.9% of the outstanding shares of the Stock.
Cotham
Because of his position as the managing general partner of 26
Associates and as the President of Panther City Investment Co., which is
the trustee of the Margaret Lee Bass 1980 Trust, which in turn is the
managing partner of Capital Partnership, Cotham may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 231,458 shares of the
Stock, which, together with the 2,163 shares of the Stock that Cotham
directly beneficially owns, constitutes in the aggregate approximately 1.1%
of the outstanding shares of the Stock.
Crandall
Because of his position as the President and sole stockholder of
Acadia MGP, Inc. ("Acadia MGP"), which is the managing general partner of
Acadia FW Partners, L.P. ("Acadia FW"), which is the sole general partner
of Acadia, which is the sole general partner of Acadia Electra Partners,
L.P. ("Acadia Electra"), Crandall may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 231,956 shares of the Stock, which,
together with the 36,259 shares of the Stock that Crandall directly
beneficially owns, constitutes in the aggregate approximately 1.3% of the
outstanding shares of the Stock.
(b)
Reporting Persons
RMB
RMB has the sole power to vote or to direct the vote and to dispose
or direct the disposition of 560,881 shares of the Stock. In addition, in
his capacity as the President of Keystone, RMB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of
1,107,567 shares of the Stock.
Keystone
Acting through its President, RMB, Keystone has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,107,567 shares of the Stock.
Additional Persons
Doctoroff
Doctoroff has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 174,563 shares of the Stock.
Gruber
Gruber has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 173,474 shares of the Stock.
Cotham
Cotham has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,163 shares of the Stock. In
addition, in his capacity as the Managing General Partner of 26 Associates,
and as the President of Panther City Investment Co., which is the trustee
of the Margaret Lee Bass 1980 Trust, which in turn is the managing partner
of Capital Partnership, Cotham has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 231,458 shares of the
Stock.
Crandall
Crandall has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 36,259 shares of the Stock. In
addition, in his capacity as the President and sole stockholder of Acadia
MGP, which is the managing general partner of Acadia FW, which is the sole
general partner of Acadia, which is the sole general partner of Acadia
Electra, Crandall has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 231,956 shares of the Stock.
(c) None of the Reporting Persons have purchased or sold any
shares of the Stock in the previous 60 days.
(d) Each of the Reporting Persons affirms that no person other
than such Reporting Person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
of the Stock owned by such Reporting Person.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with
respect to the shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-(k)(1)(iii).
<PAGE>
<PAGE>
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.
DATED: April 27, 1998
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
By: /s/ W.R. Cotham
W.R. Cotham
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
Exhibit 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii).
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the undersigned
agrees that the statement to which this Exhibit is attached is filed on
behalf of each of them in the capacities set forth below.
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
By: /s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
