SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 4, 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 1,251,050, which constitutes
approximately 6.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 20,431,268
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: 1,251,050 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,251,050 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,251,050 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.1%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as President of Keystone, Inc. with regard to
984,106 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: 984,106 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 984,106 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
984,106 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.8%
14. Type of Reporting Person: CO
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(1) Power is exercised by its President and sole director, Robert M. Bass.
<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
April 17, 1998 (the "Schedule 13D") relating to the common stock, par value
$.01 per share (the "Stock"), of Ivex Packaging Corporation (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the
same meanings as those set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(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
984,106 shares of the Stock, which, together with the 266,944 shares of the
Stock that RMB directly beneficially owns, constitutes in the aggregate
approximately 6.1% 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 984,106, which constitutes approximately 4.8% 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 136,244, which
constitutes approximately 0.7% 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 119,788, which
constitutes approximately 0.6% 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 182,072 shares of the
Stock, which, together with the 1,081 shares of the Stock that Cotham
directly beneficially owns, constitutes in the aggregate approximately 0.9%
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 14,548 shares of the Stock, which,
together with the 28,645 shares of the Stock that Crandall directly
beneficially owns, constitutes in the aggregate approximately 0.2% 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 266,944 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 984,106
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
984,106 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 136,244 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 119,788 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 1,081 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 182,072 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 28,645 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 14,548 shares of the Stock.
(c) On May 20, 1998, Keystone sold 123,461 shares of the Stock and
RMB sold 1,718 shares of the Stock in an underwritten public offering (the
"Offering") at a net underwritten price per share of $22.92. Certain of the
Additional Persons and entities controlled by or associated with certain of
the Additional Persons also sold shares of the Stock in the Offering at
$22.92 per share as follows:
Person Number of Shares Sold
Acadia Electra 177,152
Acadia MGP 3,754
Crandall 7,614
Capital Partnership 48,035
26 Associates 1,135
Acadia 2,239
Cotham 909
Doctoroff 36,213
Gruber 50,384
In addition, since the last filing on Schedule 13D, Keystone, certain
of the Additional Persons and entities controlled by or associated with
certain of the Additional Persons have sold shares of the Stock in open
market transactions on the New York Stock Exchange as follows:
Person Date Number of Price
Shares Sold Per Share
Acadia Electra 05/27/98 7,559 $22.93
26 Associates 05/27/98 48 22.93
Cotham 05/27/98 39 22.93
Gruber 05/27/98 272 22.93
Acadia Electra 06/04/98 3,780 22.93
26 Associates 06/04/98 24 22.93
Cotham 06/04/98 19 22.93
Gruber 06/04/98 136 22.93
Acadia Electra 06/11/98 22,419 22.68
26 Associates 06/11/98 144 22.68
Cotham 06/11/98 115 22.68
Gruber 06/11/98 807 22.68
Also, on May 4, 1998, RMB gifted 259,807 shares of the Stock to Yale
University.
(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 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-(k)(1)(iii).
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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: June 25, 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.
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EXHIBIT INDEX
Exhibit Description
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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.
