STATE OF ARKANSAS

SECURITIES DEPARTMENT

IN THE MATTER OF ORDER PROVIDING A WAIVER
OF CERTAIN PROVISIONS OF THE
EXEMPTION PURSUANT TO ARK.
CODE ANN. 23-42-504(a)(9)(B)
GREEN BAY PACKAGING, INC. NO. 99-023-S

FINDINGS OF FACT

  1. On May 18 and June 1, 1999, letters were received by the Arkansas Securities Commissioner requesting that the proposed offering and sale of the common stock (the "Stock") of Green Bay Packaging, Inc. (the "Company") to a limited class of sales and upper level employees of the Company (the "Transaction"), be determined to be an exempt transaction pursuant to Ark. Code Ann. 23-42-504(a)(9).

  2. The Company is a closely held Wisconsin corporation. In Arkansas, the Company operates through its Arkansas Kraft, Fiber Resources, Engineering and Expansion, and Pinecrest Lumber Divisions, all of which are located in or near Morrilton, Arkansas.

  3. The Company has filed a proof of exemption pursuant to Ark. Code Ann. 23-42-504(a)(9) and Rule 504.01(A)(9) of the Rules of the Arkansas Securities Commissioner (the "Rules").

  4. Sales will be limited to a limited class of sales and upper level employees of the Company. The Company has represented that sales will be made to not more than twenty-one (21) purchasers in Arkansas and one hundred and thirty-four (134) total purchasers during any period of twelve (12) consecutive months. The Company has requested a waiver of the number of purchasers permitted in order to permit sales to no more than 21 purchasers in Arkansas and 134 total purchasers during any period of twelve consecutive months.

CONCLUSIONS OF LAW

  1. Ark. Code Ann. 23-42-504(a)(9)(B) states that the commissioner may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, or increase or decrease the number of purchasers permitted, or waive the conditions in subdivisions (a)(9)(A)(i) and (ii) of this section with or without the substitution of a limitation on remuneration.

  2. It is not necessary or appropriate in the public interest for the protection of investors for the Company to be required to register the Transaction under the Act for the purposes of the contemplated offering.

  3. It is not necessary or appropriate in the public interest for the protection of investors for the Company to be required to engage the services of a registered agent for the purpose of making sales of the securities.

OPINION

    In recognition of the representations made by the Company, it appears registration of this Transaction is unnecessary in this instance.

    This order does not exempt the Company from the antifraud provisions of the Act.

ORDER

    IT IS THEREFORE ORDERED that securities offered or sold in Arkansas for the proposed Transaction, if offered and sold in compliance with the representations made in the letters of May 18 and June 1, 1999, and the attached exhibits, and in accordance with the Findings of Fact stated herein, shall be exempted from Sections 23-42-501 and 23-42-502 of the Act.

    WITNESS MY HAND AND SEAL this 2nd day of June 1999.

 

MAC DODSON
SECURITIES COMMISSIONER