Filed by Graphic Packaging International Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Graphic Packaging International
Corporation
Commission File No. 333-104928
(Riverwood Logo) (GPC Logo)
NEWS
Contacts: Chris Tofalli
Chuck Dohrenwend
Broadgate Consultants, Inc.
212-232-2226/2227
Gard Edgarton
Investor Relations and Corporate Communications
Graphic Packaging International Corporation
303-215-4619
RIVERWOOD INTERNATIONAL AND GRAPHIC PACKAGING ANNOUNCE
POST-MERGER COMPANY NAME AND SENIOR LEADERSHIP TEAM
ATLANTA, GA, and GOLDEN, CO, May 15, 2003 - Riverwood Holding,
Inc., parent company of Riverwood International Corporation, and
Graphic Packaging International Corporation (NYSE:GPK), announced
today that they will take the name of Graphic Packaging
Corporation upon completion of their merger.
The merger, announced on March 26, 2003, will create a
global paperboard packaging company with leading market positions
serving the beverage, food and consumer products industries
worldwide. The pro forma 2002 revenues for the combined company
as presented in the registration statement on Form S-4 are
approximately $2.3 billion.
As previously announced, it is expected that Jeffrey Coors,
currently Chairman and Chief Executive Officer of Graphic
Packaging, will become the Executive Chairman of the Board and
Stephen Humphrey, currently President and Chief Executive Officer
of Riverwood, will become President and Chief Executive Officer.
Also as announced previously, David Scheible, currently Chief
Operating Officer of Graphic Packaging, is expected to serve as
Executive Vice President of Commercial Operations for the new
company.
Daniel Blount, currently Chief Financial Officer of
Riverwood, and Luis Leon, currently Chief Financial Officer of
Graphic Packaging will continue in their respective roles until
the merger is complete. Afterward, it is anticipated that Mr.
Blount will serve as Senior Vice President of Integration for the
combined company and Mr. Leon will leave to pursue other
interests. A search for a new Chief Financial Officer for the
combined company has been initiated and is expected to conclude
in the near future.
Other executives of the combined company have been proposed:
Wayne Juby of Riverwood will continue in his role as Senior
Vice President of Human Resources for the newly combined company;
Steven Saucier of Riverwood will continue in his role as
Senior Vice President of Paperboard Operations for the combined
company;
Robert Simko of Riverwood will continue in his role as Vice
President of Supply Chain Operations in the combined company; and
Dwight Kennedy of Graphic Packaging will continue in his
role as Vice President Continuous Improvement in the new
organization.
"We are moving forward to ensure that the integration of our
two companies is smooth, effective and timely," said Mr.
Humphrey. "Our shared vision is to create the most dynamic
enterprise in the industry, one with global scale, innovative
technologies and a rich product portfolio to serve our customers
and build long-term value for our shareholders."
About Riverwood
Riverwood International Corporation is a leading integrated
provider of paperboard packaging solutions to multinational
beverage and consumer products companies. Headquartered in
Atlanta, Riverwood has annual sales of over $1.2 billion and
approximately 4,100 employees at its operations in six countries.
Riverwood has approximately $900 million in public debt
outstanding and represents substantially all of the business
assets of Riverwood Holding, Inc. A fund managed by Clayton
Dubilier & Rice, Inc. led the $2.8 billion purchase of Riverwood
from Johns Manville Corporation in March 1996. Additional
information about Riverwood can be found at www.riverwood.com.
About Graphic Packaging
Graphic Packaging International Corporation (NYSE: GPK),
with 2002 revenues of approximately $1.1 billion, is North
America's leading folding carton packaging supplier to the food,
beverage and other consumable products markets. The company's
customers include some of the most instantly recognized companies
in the world.
Graphic Packaging operates one large recycled paperboard
mill and 19 modern converting facilities as well as three
research and design centers located throughout the nation. The
company holds over 150 U.S. patents for its printing and package
converting processes. Additional information about the company
can be found at www.graphicpkg.com.
Forward-Looking Statements
It should be noted that this announcement contains certain
statements that may be deemed to be "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements include,
without limitation, statements regarding the consummation of the
proposed merger, its effect on future earnings, cash flow or
other operating results, any other effect or benefit of the
proposed merger, the expected timing of the completion of the
merger, market prospects, and any other statements that are not
historical facts. Riverwood and Graphic Packaging strongly
encourage readers to note that some or all of the assumptions
upon which such forward-looking statements are based are beyond
its ability to control or estimate precisely, and are subject to
known and unknown risks and uncertainties. Such risks and
uncertainties include, but are not limited to, costs and
difficulties related to the integration of the businesses, costs,
delays and other difficulties related to the proposed merger, the
ability to provide low cost, high quality products and to become
a single source supplier, the ability to satisfy the closing
conditions of the proposed merger, general economic conditions in
the United States and globally, actions by customers and other
third parties, price fluctuations in raw materials and energy
costs, and other factors detailed in Riverwood's and Graphic
Packaging's filings with the Securities and Exchange Commission
(the "SEC"), which are available free of charge on the SEC's Web
site at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
indicated. Riverwood and Graphic Packaging undertake no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information
In connection with the proposed transaction, Riverwood filed
a Registration Statement on Form S-4 with the SEC containing a
preliminary proxy statement/prospectus of Graphic Packaging and
Riverwood and other relevant documents. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED
TRANSACTION. Investors may obtain the preliminary proxy
statement/prospectus and other relevant documents filed with the
SEC free of charge at the SEC's website at www.sec.gov. In
addition, copies of the preliminary proxy statement/prospectus
and other documents filed by Graphic Packaging or Riverwood with
the SEC with respect to the proposed transaction may be obtained
free of charge by directing a request to either: Graphic
Packaging International Corporation, 4455 Table Mountain Drive,
Golden, Colorado 80403, Attention: Gard Edgarton, telephone:
1-877-608-2635, fax: 1-303-273-1571; or Riverwood International
Corporation, 814 Livingston Court, Marietta, Georgia 30067,
Attention: Dan Blount, telephone: 1-770-644-3000, fax: 1-770-644-
2935.
Participants in Solicitation
Graphic Packaging and Riverwood and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Graphic Packaging's
shareholders in connection with the proposed transaction.
Information concerning Graphic Packaging's directors and
executive officers is set forth in Graphic Packaging's proxy
statement dated March 31, 2003, for the 2003 Annual Meeting of
Shareholders, filed by Graphic Packaging with the SEC.
Information concerning Riverwood's directors and executive
officers is set forth in the annual report on Form 10-K for the
year ended December 31, 2002 filed by Riverwood with the SEC.
Shareholders may obtain additional information regarding the
interests of such persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Graphic
Packaging's stockholders in connection with the proposed
transaction by reading the proxy statement/prospectus. INVESTORS
SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.
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