MICROELECTRONIC PACKAGING INC /CA/
SC 13G, 1996-12-04
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                      (Amendment No. 1, Final Amendment)*


                        Microelectronic Packaging, Inc.
                   ------------------------------------------
                                (Name of Issuer)


                           Common Stock, No Par Value
                   ------------------------------------------
                         (Title of Class of Securities)


                                  594946 10 5
                   -----------------------------------------
                                 (CUSIP Number)

*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 the
disclosures provided in a prior cover page.

The information required in 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 4 pages
<PAGE>   2


CUSIP NO. 594946 10 5                13G                   PAGE  2  OF 4  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
     Portal Investments, Inc.
     I.D. No. 86-0503751


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                                       
                                                         (a) [      ]
                                                         (b) [  x   ]
  
  
3    SEC USE ONLY
  
  
  
  
4    CITIZENSHIP OR PLACE OF ORGANIZATION
  
     Arizona
  
                    5    SOLE VOTING POWER
                         
                                None            
                             
                        
                        
   NUMBER OF        6    SHARED VOTING POWER
    SHARES              
 BENEFICIALLY                   None
   OWNED BY             
     EACH               
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON              
     WITH                       None

                        
                    8    SHARED DISPOSITIVE POWER
                          
                                None
                        
  
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
            None

  
  
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
            
  
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
            None
  
  
12   TYPE OF REPORTING PERSON
  
             CO


                                 Page 2 of 4 pages


<PAGE>   3
Item 1.    (a).    Name of Issuer:
                 
                   Microelectronic Packaging, Inc.              
                 
           (b).    Address of Issuer's Principal Executive Offices:
                 
                   9350 Trade Place, San Diego, CA 92126
                   
                   
                 
Item 2.    (a).    Name of Person Filing:
                 
                   Portal Investments, Inc.
                                 
                 
           (b).    Address of Principal Business Office or, if none, Residence:
                 
                   6109 E. Bar Z Lane
                   Paradise Valley, AZ 85253

           (c).    Citizenship:
                 
                   Arizona corporation
                 
                 
           (d).    Title of Class of Securities:
                 
                   Common Stock, No Par Value                   
                 
           (e).    CUSIP Number:
                 
                   594946 10 5                   
                 
Item 3.            If this statement is filed pursuant to Rule 13d-1(b),
                   or 13d-2(b), check whether the person filing is a:
                 
                   Not applicable

                 
Item 4.            Ownership.
                 
           (a).    Amount Beneficially Owned:
                 
                   None                  
                 
           (b).    Percent of Class:
                 
                   Zero percent
                 
           (c).    Number of Shares as to which such person has:
                 
                   (i)      sole power to vote or to direct the vote;

                            None       
                          
                   (ii)     shared power to vote or to direct the vote;     
                          
                            None


                               Page 3 of 4 pages

<PAGE>   4
                (iii) sole power to dispose or to direct the disposition of;
                      None

                (iv)  shared power to dispose or to direct the disposition of;
                      None

Item 5.         Ownership of Five Percent or Less of a Class:

                The undersigned has ceased to be the beneficial owner of more
                than five percent of the common stock, no par value, of the
                Issuer.

Item 6.         Ownership of More than Five Percent on Behalf of Another 
                Person:

                Not applicable

Item 7.         Identification and Classification of the Subsidiary Which
                Acquired the Security Being Reported on By the Parent Holding
                Company:

                Not applicable

Item 8.         Identification and Classification of Members of the Group:

                Not applicable

Item 9.         Notice of Dissolution of Group:

                Not applicable

Item 10.        Certification:

                By signing below, I certify that, to the best of my knowledge
                and belief, the securities referred to above were acquired in
                the ordinary course of business and were not acquired for the
                purpose of and do not have the effect of changing or influencing
                the control of the issuer of such securities and were not
                acquired in connection with or as a participant in any
                transaction having such purposes or effect.

                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.




                                        PORTAL INVESTMENTS, INC.


                                        By: /s/ Levon Kasarjian, Jr. 
                                           -------------------------------------
                                                        Signature

                                            Levon Kasarjian, Jr., Vice President
                                           -------------------------------------
                                                        Name/Title

Dated: December 4, 1996



                               Page 4 of 4 pages


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