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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERE TO BE FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )*
Triple S Plastics, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
896926 10 2
(CUSIP Number)
David L. Stewart, 1022 Essex Circle, Kalamazoo, Michigan 49008, 941-928-4710
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 26, 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 Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule13d-7
for other parties to whom copies are to be sent.
o 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (2-98)
<PAGE>
CUSIP No. ...................................
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David L. Stewart
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .......................................................................
(b) .......................................................................
3. SEC Use Only ..............................................................
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .......................................................
6. Citizenship or Place of Organization
United States of America
Number of
Shares Bene- 7. Sole Voting Power 194,801
icially
Owned by Each 8. Shared Voting Power ....................................
Reporting
Person With: 9. Sole Dispositive Power 194,801
10. Shared Dispositive Power ..............................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
194,801
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Excludes 50 shares held by Mr. Stewart as custodian for his grandchildren.
Mr. Stewart disclaims beneficial ownership of those shares
13. Percent of Class Represented by Amount in Row (11)
8.45%
14. Type of Reporting Person (See Instructions)
IN
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each
member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint
filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)].
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<PAGE>
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used
in making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary) in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. -- Rows (7) through (11) inclusive, and (13) are to be completed
in accordance with the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after
decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row
(11) does not include shares which the reporting person discloses in
the report but as to which beneficial ownership is disclaimed pursuant
to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of
1934.
(14) Type of Reporting Person -- Please classify each "reporting" person
according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all
applicable symbols) on the form:
Category Symbol
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HV
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate
cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide
all the disclosure required by the schedule item. Moreover, such a use
of a cover page item will result in the item becoming a part of the
schedule and accordingly being considered as "filed" for purposes of
Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size
(Securities Exchange Act Rule 12d-12).
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<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statues or provisions. I.R.S.
identification numbers, if furnished, will assist the commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Material incorporated by reference shall be
clearly identified in the reference by page, paragraph, caption or
otherwise. An express statement that the specified matter is
incorporated by reference shall be made at the particular place in the
statement where the information is required. A copy of any information
or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with
this statement as an exhibit and shall be deemed to be filed with the
Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a general
partner or who functions as a general partner of such limited
partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is
filed by a corporation or if a person referred to in (i), (ii), (iii)
or (iv) of this Instruction is a corporation, the information called
for by the above mentioned items shall be given with respect to (a)
each executive officer and director of such corporation; (b) each
person controlling such corporation; and (c) each executive officer
and director of any corporation or other person ultimately in control
of such corporation.
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
Common stock, no par value of Triple S Plastics, Inc. whose principal
executive offices are located at 14320 Portage Road, Vicksburg, Michigan
49097-0905.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
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(a) Name; David L. Stewart
(b) Residence or business address; 1022 Essex Circle, Kalamazoo, Michigan
49008
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted; Mr. Stewart has been retired for more
than five years. Prior to his retirement, Mr. Stewart served as the
Chairman and Chief Executive Officer of Triple S Plastics, Inc.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case; N/A
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and N/A.
(f) Citizenship. United States of America
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
With regard to the securities owned by Mr. Stewart, some were acquired
prior to the initial public offering by Triple S Plastics, Inc. and some were
also purchased in the open market, including 12,000 shares purchased on August
26, 1999 at $7.8754 per share, which caused Mr. Stewart's ownership of Triple S
Plastics, Inc. common stock to exceed 5%.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
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(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Mr. Stewart purchased the securities for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprising a group within the meaning of
Section 13(d)(3) of the Act;
Mr. Stewart beneficially owns 194,801 shares of Triple S Plastics,
Inc. common stock which represents 8.45% of the issued and outstanding
shares of Triple S Plastics, Inc.'s common stock.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required by
Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared;
Mr. Stewart has the sole power to vote and dispose of the 194,801
shares of Triple S Plastics, Inc. he beneficially owns.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss.240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item
5(c) shall include, but not necessarily be limited
to: (1) the identity of the person covered by Item
5(c) who effected the transaction; (2) the date of
the transaction; (3) the amount of securities
involved; (4) the price per share or unit; and (5)
where and how the transaction was effected.
N/A
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person
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voting power or investment power over such securities except that disclosure of
standard default and similar provisions contained in loan agreements need not be
included.
N/A
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
ss.240.13d-1(k) and copies of all written agreements, contracts, arrangements,
understandings, plans or proposals relating to: (1) the borrowing of funds to
finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer
control, liquidation, sale of assets, merger, or change in business or corporate
structure of any other matter as disclosed in Item 4; and (3) the transfer or
voting of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
N/A
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.
9/8/99
Date
/s/ Joseph Levan for David L. Stewart by Power of Attorney
Signature
Joseph Levan for David L. Stewart by Power of Attorney previously filed with the
SEC
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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