UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 2008
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
Delaware
(State or other
jurisdiction of
incorporation)
|
|
001-33704
(Commission File Number)
|
|
20-8521842
(I.R.S. Employer
Identification Number) |
| |
|
|
100 Crescent Court,
Suite 1200 Dallas, TX
(Address of principal
executive offices)
|
|
75201
(Zip code) |
(214) 615-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following provisions:
|
|
|
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
|
|
|
|
| Item 7.01 |
|
Regulation FD Disclosure. |
The road show materials related to the proposed transaction (described below) to be presented to
certain existing and potential stockholders of Hicks Acquisition Company I, Inc., a Delaware
corporation (the “Company”), are attached hereto as Exhibit 99.1.
On June 30, 2008, the Company and Graham Packaging Holdings Co., a Pennsylvania corporation
(“Graham Packaging”), issued a joint press release announcing a non-binding agreement in principle
by and among Graham Packaging, the Company and the other parties signatory thereto, which would
provide, among other things, that Graham Packaging would go public pursuant to a transaction with
the Company. A copy of the joint press release is attached hereto as Exhibit 99.2. The
transaction is subject to the parties agreeing upon definitive documentation related thereto.
Additional Information About the Transaction and Where to Find It
In connection with the transaction, Graham Packaging would file with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 that would include a proxy statement of
the Company and that would constitute a prospectus of Graham Packaging. The Company would mail the
proxy statement/prospectus to its stockholders. Before making any voting decision, the Company
urges its investors and security holders to read the proxy statement/prospectus regarding the
transaction when it becomes available because it would contain important information. The Company’s
stockholders may obtain copies of all documents filed with the SEC regarding the transaction, free
of charge, at the SEC’s website (www.sec.gov) or by directing a request to the Company at 100
Crescent Court, Suite 1200, Dallas, Texas 75201 or by contacting the Company at (214) 615-2300.
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of
proxies to the Company’s stockholders with respect to the transaction. A list of the names of
those directors and officers and a description of their interests in the Company is contained in
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007, which was
filed with the SEC, and would also be contained in the Company’s proxy statement regarding the
transaction when it becomes available. The Company’s stockholders may obtain additional information
about the interests of the directors and officers of the Company in the transaction by reading the
Company’s proxy statement and other materials to be filed with the SEC regarding the transaction
when such information becomes available.
Information Concerning Forward-Looking Statements
This report and the press release includes “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking statements. Forward-looking
statements in this presentation include matters that involve known and unknown risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this presentation. Such risk factors
include, among others: uncertainties as to the timing of the acquisition and whether a
definitive agreement related to the transaction will be entered into; approval of the acquisition
by the Company’s stockholders; the satisfaction of closing conditions to the acquisition, including
the receipt of regulatory approvals; costs related to the acquisition; the competitive environment
in the industry in which Graham Packaging operates; the diversion of management time on acquisition
related issues; general economic conditions such as inflation or recession; Graham Packaging’s
ability to maintain margins due to future increases in commodity prices; Graham Packaging’s loss of
large customers; operating Graham Packaging as a public company; Graham Packaging’s continuing net
losses; the terms of Graham Packaging’s debt instruments, which restrict the manner in which Graham
Packaging conducts its business and may limit Graham Packaging’s ability to implement elements of
its business strategy; Graham Packaging’s indebtedness,