<PAGE>
--------------------------
OMB Number: 3235-0145
--------------------------
Expires: August 31, 1999
Estimated average burden
hours per response...14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Integrated Packaging Assembly Corporation.
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
457989-10-1
--------------------------------------
(CUSIP Number)
December 31, 1998
---------------------------------------
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 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 7 pages
<PAGE>
- -----------------------------------
CUSIP No. 97921P 10 7
------------------------
- -----------------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Fredrick R. Adler
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 203,514
SHARES -----------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 0 shares - But may be deemed to have shared power to
EACH vote a total of 774,110 shares by reason of being a
REPORTING General Partner of the Partnership that serves as a
PERSON General Partner of Euro-America-I, L.P. ("Euro-
WITH America") (a Cayman Islands B.W.I. 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. Mr.
Adler expressly disclaims beneficial ownership of such
additional shares.
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
7
203,514
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8 0 shares - But may be deemed to have shared power to
vote a total of 774,110 shares by reason of being a
General Partner of the Partnership that serves as a
General Partner of Euro-America 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. Mr. Adler expressly disclaims beneficial
ownership of such additional shares.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,514 shares, except that Mr. Adler may be deemed to beneficially own a
total of 774,110 additional shares by reason of being a General Partner of
the Partnership that serves as a General Partner of Euro-America 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. Mr. Adler
expressly disclaims beneficial ownership of such additional shares.
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
10 instructions)
[X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11
1.46%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12
IN
- ------------------------------------------------------------------------------
Page 2 of 7 pages
<PAGE>
- -----------------------------------
CUSIP No. 97921P 10 7
------------------------
- -----------------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Euro-America-I, L.P. ("Euro-America")
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Cayman Islands B.W.I.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 5 732,180 shares - except that Frederick R. Adler, a
SHARES General Partner of the General Partner of Euro-America
BENEFICIALLY may be deemed to have shared power to vote these
OWNED BY shares.
EACH
REPORTING -----------------------------------------------------------
PERSON SHARED VOTING POWER
WITH 6
0 shares (See response to Row 5 above)
-----------------------------------------------------------
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 vote these
shares.
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0 shares (See response to Row 5 above)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
732,180
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (see instructions)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.24%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (see instructions)
12
PN
- ------------------------------------------------------------------------------
Page 3 of 7 pages
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identifying 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 13G"
below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and such membership is expressly
affirmed, please check row 2(a). If the membership in a group is
disclaimed or the reporting person described a relationship with
other persons but does not affirm the existence of a group,
please check row 2(b) [unless a joint filing pursuant to Rule
13d-1(k)(1) in which case it may not be necessary to check row
2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc. Rows (5) through (9) inclusive, and (11) are to be completed
in accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Persons-Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G)
and place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Plan, EP
or Endowment Fund
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
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 coverage 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 12b-12).
Page 4 of 7 pages
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), 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 Social Security or 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 statutes or provisions. Social Security
or 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
Social Security or 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. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-
1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d)
shall be filed not later than February 14 following the calendar year
covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference
in response to any of the items of this Schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages
of such form shall be filed as an exhibit to this schedule.
C. 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.
Item 1
(a) Name of Issuer
Integrated Packaging Assembly Corporation
(b) Address of Issuer's Principal Executive Offices
2221 Old Oakland Road
San Jose CA 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.
(b) Address of Principal Business Office, if none, Residence
Address of Mr. Adler is c/o Adler & Company, 1520 South Ocean
Boulevard, Palm Beach, FL 33480 Address of Euro-America is c/o
Midland Trust Corporation (Cayman) Limited, P.O. Box 1109, Grand
Cayman, B.W.I.
Page 5 of 7 pages
<PAGE>
(c) Citizenship
Mr. Adler is a United States of America citizen.
Euro-America is a Cayman Islands B.W.I. Limited Partnership.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
457989-10-1
Item 3. If this statement is filed pursuant to (S)240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the act (15 U.S.C.
78c).
(d) Investment company registered under section 8 of the Investment Company
Act (15 U.S.C. 80a-8).
(e) An investment advisor in accordance with (S)240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with (S)240.13d-
1(b)(ii)(F);
(g) A parent holding company or control person in accordance with (S)240.13d-
1(b)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) Group, in accordance with (S)240.13d-1(b)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(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 to direct the disposition of: See Row 7 of
cover page for each Reporting Person.
(iv) shared power to dispose or to direct the disposition of: See Row 8
of cover page for each Reporting Person.
Instructions: For computations regarding securities which represent a right to
acquire an underlying security see (S)240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less or a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. N/A
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
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
time 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 employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Page 6 of 7 pages
<PAGE>
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary. N/A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group. N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, by members of the group,
in their individual capacity. See Item 5. N/A
Item 10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to (S)240.13d-1(b):
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 or with the effect of
changing or influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purposes or effect.
(b) The following certification shall be included if the statement is filed
pursuant to (S)240.13d-1(c):
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 or with 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.
Date: February 10, 1999
/s/ FREDERICK R. ADLER
-------------------------------------------
Frederick R. Adler, in his individual
capacity, and in his capacity as a General
Partner of a General Partner of Euro-America
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representation. 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 Commissioner 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.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute a
Federal criminal violations (See 18 U.S.C. 1001)
Page 7 of 7 pages
<PAGE>
EXHIBIT 1
AGREEMENT TO FILE JOINT STATEMENT ON SCHEDULE 13G
AGREEMENT, this 12th day of February, 1998, 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 to be filed, provided such person
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 Section 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.
/s/ FREDERICK R. ADLER
-----------------------------------------------
Frederick R. Adler, in his individual capacity,
and in his capacity as a General Partner of a
General Partner of Euro-America
1
