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OMB APPROVAL |
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UNITED STATES |
OMB Number: 3235-0145 |
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SECURITIES AND EXCHANGE COMMISSION |
Expires: February 28, 2009 |
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Washington, D.C. 20549 |
Estimated average burden hours per response 10.4 |
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
Packaging Corporation of America
(Name of Issuer)
Common Stock, $0.1 Par Value
(Title of Class of Securities)
695156109
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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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 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).
CUSIP No. 695156109 |
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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* SEE INSTRUCTIONS BEFORE FILING OUT.
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CUSIP No. 695156109 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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* SEE INSTRUCTIONS BEFORE FILING OUT.
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CUSIP No. 695156109 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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* SEE INSTRUCTIONS BEFORE FILING OUT.
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Item 1(a) Name of Issuer:
Packaging Corporation of America (the Company)
Item 1(b) Address of Issuers Principal Executive Offices:
1900 West Field Court
Lake
Forest, Illinois 60045
Item 2(a) Name of Person Filing:
This Amendment No. 5 to Schedule 13G (this Statement) is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Act): (1) PCA Holdings LLC, a Delaware limited liability company (PCA Holdings), by virtue of its direct beneficial ownership of 0 shares of Common Stock of the Company; (2) Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (MDCP III), by virtue of it being the Managing Member of PCA Holdings; and (3) Madison Dearborn Partners III, L.P., a Delaware limited partnership (MDP III), by virtue of it being the general partner of MDCP III and its direct beneficial ownership of 0 shares of Common Stock of the Company, all of which are collectively referred to as the Reporting Persons. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit A to the Schedule 13G filed by the Reporting Persons on February 13, 2001, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-(1)(k) under the Act.
The Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is Three First National Plaza, Suite 3800, Chicago, Illinois 60602.
Item 2(c) Citizenship:
Each of the Reporting Persons is organized under the laws of the State of Delaware.
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e) CUSIP Number:
695156109
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Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
This schedule is not being filed pursuant to §240.13d-1(b) and therefore, none of the above are applicable.
Item 4 Ownership:
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement.
All ownership percentages of the securities reported herein are based upon 105,610,556 shares of Common Stock outstanding as of August 6, 2007, as disclosed in the Companys Quarterly Report filed on Form l0-Q with the Securities and Exchange Commission on November 11, 2007, for the fiscal quarter ended September 30, 2007.
As previously disclosed in a Form 4, the Reporting Persons no longer beneficially own any shares of the common stock of the Issuer.
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PCA Holdings
MDCP III
MDP III
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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
See response to Item 4.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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:
Not applicable.
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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 13, 2008 |
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PCA HOLDINGS LLC |
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By: |
Madison Dearborn Capital Partners III, L.P. |
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Its: |
Managing Member |
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By: |
Madison Dearborn Partners III, L.P. |
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Its: |
General Partner |
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By: |
Madison Dearborn Partners, LLC |
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Its: |
General Partner |
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By: |
/s/ Mark B. Tresnowski |
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Mark B. Tresnowski, Managing Director |
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MADISON DEARBORN CAPITAL PARTNERS III, L.P. |
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By: |
Madison Dearborn Partners III, L.P. |
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Its: |
General Partner |
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By: |
Madison Dearborn Partners, LLC |
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Its: |
General Partner |
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By: |
/s/ Mark B. Tresnowski |
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Mark B. Tresnowski, Managing Director |
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MADISON DEARBORN PARTNERS III, L.P. |
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By: |
Madison Dearborn Partners, LLC |
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Its: |
General Partner |
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By: |
/s/ Mark B. Tresnowski |
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Mark B. Tresnowski, Managing Director |
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