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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
Integrated Packaging Assembly Corporation
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(Name of Issuer)
Common Stock, No par value
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(Title of Class of Securities)
457989-10-1
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 8 pages
SEC 1745 (2-95)
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13G
CUSIP NO: 457989-10-1 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of SOLE VOTING POWER
Shares 5 400,324 shares
Beneficially ---------------------------------------------------------
Owned By Each SHARED VOTING POWER
Reporting 6 0 shares - But may be deemed to have shared
Person With power to vote a total of 1,289,123 shares by
reason of being a General Partner of each of the
Partnerships that serves as a General Partner of
Venad IV and Venad IV-A (each being a New York
Limited Partnership)and of Euro-America-I, L.P.
("Euro-America") (a Cayman Islands B.W.I.
Limited Partnership), the General Partner of
1520 Partners Ltd. ("1520"), a Florida Limited
Partnership, and by reason of his spouse,
Catherine Adler, being trustee of two trusts,
each of which is the beneficial owner of shares
of the issuer.
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7 SOLE DISPOSITIVE POWER
400,324 shares
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8 SHARED DISPOSITIVE POWER
0 shares - But may be deemed to have shared
power to dispose a total of 1,289,123 shares by
reason of being a General Partner of each of the
Partnerships that serves as the General Partner
of Venad IV, Venad IV-A and Euro-America, being
the General Partner of 1520 and by reason of his
spouse, Catherine Adler, being trustee of two
trusts.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
400,324 shares, except that Mr. Adler may be deemed to
beneficially own a total of 1,289,123 additional shares
by reason of being a General Partner of each of the
Partnerships that serves as the General Partner of Venad
IV, VENAD IV-A and Euro-America, being the General
Partner of 1520 and by reason of his spouse, Catherine
Adler, being trustee of two trusts. Mr. Adler expressly
disclaims beneficial ownership of such additional
shares.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /_X_/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.89%
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12 TYPE OF REPORTING PERSON*
IN
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13G
CUSIP NO: 457989-10-1 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Euro-America-I, L.P. ("Euro-America")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands B.W.I.
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Number of SOLE VOTING POWER
Shares 5 732,180 shares - except that Frederick R. Adler,
Beneficially a General Partner of the General Partner of
Owned By Each Euro-America may be deemed to have shared power
Reporting to vote these shares.
Person With ---------------------------------------------------------
SHARED VOTING POWER
6 0 shares (see response to Row 5 above)
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SOLE DISPOSITIVE POWER
7 732,180 shares - except that Frederick R. Adler,
a General Partner of the General Partner of
Euro-America may be deemed to have shared power
to dispose these shares.
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8 SHARED DISPOSITIVE POWER
0 shares (See response to Row 7 above)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
732,180 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /___/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.28%
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12 TYPE OF REPORTING PERSON*
PN
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Page 4 of 8 Pages
Item 1 (a). Name of Issuer:
Integrated Packaging Assembly Corporation (the
"Company")
Item 1 (b). Address of Issuer's Principal Executive Office:
2221 Oakland Road
San Jose, California 95131
Item 2 (a). Name of Person Filing:
This statement is filed by Frederick R. Adler ("Mr.
Adler") and Euro-America-I, L.P. ("Euro-America).
Mr. Adler and Euro-America are sometimes
collectively referred to as the "Reporting
Persons".
The Reporting Persons may be deemed to be a "group"
for the purposes of Section 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended (the
"Act"), and the rules thereunder, although each
expressly disclaims any assertion or presumption
that it or any other persons on whose behalf this
Statement and the Agreement attached as Exhibit 1
hereto should not be construed to be an admission
that any of the Reporting Persons is a member of a
"group" consisting of one or more persons.
Item 2 (b). Address of Principle Business Office or, if none,
Residence:
The address of the principal business office of Mr.
Adler is c/o Adler & Company, 1520 South Ocean
Boulevard, Palm Beach, FL 33480. The principal
business office of Euro-America is c/o Midland
Trust Corporation (Cayman) Limited, P.O. Box 1109,
Grand Cayman, B.W.I.
Item 2(c). Citizenship:
Mr. Adler is a United States citizen. Euro-America
is a Cayman Islands B.W.I. Limited Partnership.
Item 2 (d). Title of Class of Securities:
Common Stock, no par value per share ("Common Stock")
Item 2(e). CUSIP Number:
457989-10-1
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Page 5 of 8 Pages
Item 3. Description of Person Filing:
Not Applicable.
Item 4. Ownership:
The following information with respect to ownership
of Common Stock of the Company by the persons
filing this Statement is provided as of December
31, 1996, the last day of the year covered by this
Statement.
(a) Amount beneficially owned:
See Row 9 of cover page for each Reporting
Person.
(b) Percent of class:
See Row 11 of cover page for each
Reporting Person.
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct
the vote: See Row 5 of cover page
for each Reporting Person.
(ii) Shared power to vote or to direct
the vote: See Row 6 of cover page
for each Reporting Person.
(iii) Sole power to dispose or direct
the disposition of: See Row 7 of
cover page for each Reporting
Person.
(iv) Shared power to dispose or direct
the disposition of: See Row 8 of
cover page for each Reporting
Person.
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact
that as of the date hereof, the Reporting Persons
have ceased to be the beneficial owners of more
than five percent of the Common Stock, check the
following:
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
To the best knowledge of each of the Reporting
Persons, no person other than each of the Reporting
Persons will have 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 by
the Reporting Persons, respectively, except that
Mr. Adler may be deemed to have such rights and
powers with respect to the shares beneficially
owned by Venad IV, Venad IV-A, Euro-America, 1520
and Mr. Adler's spouse, Catherine Adler by reason
of his being a General Partner (or General Partner
of a General Partner) of the General Partner of
Venad IV, Venad IV-A, Euro- America and 1520 and by
reason of Mrs. Adler being trustee of two trusts.
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Page 6 of 8 Pages
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:
Frederick R. Adler is Managing General Partner of Adler
Group, a General Partner of Euro-America. Euro-America is a
Cayman Islands B.W.I. Limited Partnership.
The Reporting Persons may be deemed to be a "group" for the
purposes of Sections 13(d) and 13 (g) of the Act and the
rules thereunder, although each expressly disclaims any
assertion or presumption that it or any of the other persons
on whose behalf this Statement is filed constitutes a
"group". The filing of this statement should not be
construed to be an admission that any of the Reporting
Persons is a member of a "group" consisting of one or more
persons.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
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Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
February 14, 1997
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Frederick R. Adler, in his individual capacity,
and in his capacity as a General Partner of a
General Partner of Euro-America
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Page 8 of 8 Pages EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13G
AGREEMENT, this 14th day of February, 1997, by and among
Euro-America-I, L.P. ("Euro-America"), a Cayman Islands B.W.I. Limited
Partnership and Frederick R. Adler ("Mr. Adler") on behalf of himself and as a
General Partner of a Partnership that serves as the General Partner of
Euro-America.
WHEREAS, the Common Stock has been registered by Integrated Packaging
Assembly Corporation under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds
more than five percent (5%) of such a class of registered equity securities as
of the end of any calendar year is permitted to file with the Securities and
Exchange Commission a statement on Schedule 13G in certain circumstances; and
WHEREAS, Rule 13d-1 (f) under the law provides that whenever two or
more persons are permitted to file a statement on Schedule 13G with respect to
the same securities, only one such statement need be filed, provided such
persons agree in writing that such statement is filed on behalf of each of
them.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as
follows:
EURO-AMERICA AND MR. ADLER hereby agree, in accordance with Rule
13d-1 (f) under the Act, to file the statement on Schedule 13G (the
"Statement") with respect to the Common Stock beneficially owned or that may
be deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
EURO-AMERICA AND MR. ADLER hereby agree that this Statement shall be
filed on behalf of each of them and that a copy of this Agreement shall be
filed as an Exhibit thereto in accordance with Rule 13d-(f) (iii) under the
Act.
This Agreement and the filing of the Statement shall not be construed
to be an admission that Euro-America and Mr. Adler are members of a "group"
pursuant to Sections 13(d) and 13 (g) of the Act and the rules thereunder
consisting of one or more such persons.
IN WITNESS WHEREOF, the parties have executed this Agreement or
caused this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first written above.
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Frederick R. Adler, in his individual capacity,
and in his capacity as a General Partner of a
General Partner of Euro-America-I, L.P.
