UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _____
Commission File Number: 333-53603-01
GPC CAPITAL CORP. II
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2952404
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 Pleasant Valley Road
York, Pennsylvania
------------------------------------------------------
(Address of principal executive offices)
17402
------------------------------------------------------
(zip code)
(717) 849-8500
------------------------------------------------------
(Registrant's telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of the date hereof, 1,000 shares of the registrant's common stock, par
value $.01 per share, are outstanding.
There is no established public trading market for the registrant's common
stock, par value $.01 per share. The aggregate market value of the voting
securities held by non-affiliates of the registrant as of February 28, 2002
was $-0-. As of February 28, 2002, all of the outstanding common stock, par
value $.01 per share, of the registrant was owned by Graham Packaging Holdings
Company, a Pennsylvania limited partnership. See Item 12, "Security Ownership
of Certain Beneficial Owners and Management."
---------------
DOCUMENTS INCORPORATED BY REFERENCE
None.
GPC CAPITAL CORP. II
INDEX
Page
Number
PART I.......................................................................3
Item 1. Business......................................................3
Item 2. Properties....................................................4
Item 3. Legal Proceedings.............................................4
Item 4. Submission of Matters to a Vote of Security Holders...........4
PART II......................................................................5
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters...........................................5
Item 6. Selected Financial Data.......................................5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................5
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk...................................................6
Item 8. Financial Statements and Supplementary Data...................7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure..........................15
PART III....................................................................16
Item 10. Directors and Executive Officers of the Registrant...........16
Item 11. Executive Compensation.......................................17
Item 12. Security Ownership of Certain Beneficial Owners and
Management...................................................17
Item 13. Certain Relationships and Related Transactions...............17
PART IV.....................................................................18
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K..................................................18
2
PART I
Item 1. Business
Unless the context otherwise requires, all references herein to the
"Company," with respect to periods prior to the recapitalization described
below (the "Recapitalization"), refer to the business historically conducted
by Graham Packaging Holdings Company ("Holdings") (which served as the
operating entity for the business prior to the Recapitalization) and one of
its predecessors (Graham Container Corporation), together with Holdings'
subsidiaries and certain affiliates, and, with respect to periods subsequent
to the Recapitalization, refer to Holdings and its subsidiaries. Since the
Recapitalization, Graham Packaging Company, L.P. (the "Operating Company") has
been a wholly owned subsidiary of Holdings. GPC Capital Corp. II is a wholly
owned subsidiary of Holdings. All references to the "Recapitalization" herein
shall mean the collective reference to the recapitalization of Holdings and
related transactions as described under "The Recapitalization" below,
including the initial borrowings under the Senior Credit Agreement (as defined
below), the Senior Discount Offering (as defined below) and the related uses
of proceeds. References to "Continuing Graham Entities" herein refer to Graham
Packaging Corporation ("Graham GP Corp."), Graham Family Growth Partnership or
affiliates thereof or other entities controlled by Donald C. Graham and his
family, and references to "Graham Entities" refer to the Continuing Graham
Entities, Graham Engineering Corporation ("Graham Engineering") and Donald C.
Graham and/or certain entities controlled by Mr. Graham and his family. All
references to "Management" herein shall mean the management of the Company at
the time in question, unless the context indicates otherwise. In addition,
unless otherwise indicated, all sources for all industry data and statistics
contained herein are estimates contained in or derived from internal or
industry sources believed by the Company to be reliable.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report on Form
10-K, including, without limitation, statements regarding the Company's future
financial position, economic performance and results of operations, business
strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from the Company's expectations ("cautionary statements") include,
without limitation, those discussed in "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations". All subsequent
written and oral forward-looking statements attributable to the Company, or
persons acting on its behalf, are expressly qualified in their entirety by the
cautionary statements.
GPC Capital Corp. II ("CapCo II") was incorporated in Delaware in
January, 1998. CapCo II is a wholly owned subsidiary of Holdings, which was
formed in 1989. CapCo II's sole purpose is to act as co-obligor with Holdings
of the Senior Discount Notes (as defined below under "The Recapitalization"),
and as co-guarantor with Holdings under the Senior Credit Agreement (as
defined below under "The Recapitalization"). CapCo II has only nominal assets,
does not conduct any operations and did not receive any of the proceeds of the
offering of the Senior Discount Notes. Accordingly, investors in the Senior
Discount Notes must look solely to the cash flow and assets of Holdings for
payment of the Senior Discount Notes.
The principal executive offices of CapCo II are located at 2401
Pleasant Valley Road, York, Pennsylvania 17402, Telephone (717) 849-8500.
The Recapitalization
The recapitalization (the "Recapitalization") of Holdings was
consummated on February 2, 1998 pursuant to an Agreement and Plan of
Recapitalization, Redemption and Purchase, dated as of December 18, 1997 (the
"Recapitalization Agreement"), by and among (i) Holdings, (ii) the Graham
Entities, and (iii) BMP/Graham Holdings
3
Corporation, a Delaware corporation ("Investor LP") formed by Blackstone
Capital Partners III Merchant Banking Fund L.P., and BCP/Graham Holdings
L.L.C., a Delaware limited liability company and a wholly owned subsidiary of
Investor LP ("Investor GP").
On February 2, 1998, as part of the Recapitalization, Holdings and
CapCo II (together with Holdings, the "Holdings Issuers"), consummated an
offering (the "Senior Discount Offering") pursuant to Rule 144A under the
Securities Act of $169,000,000 aggregate principal amount at maturity of their
10 3/4% Senior Discount Notes Due 2009, Series A (the "Senior Discount Old
Notes").
In connection with the Recapitalization, the Holdings Issuers entered
into a Registration Rights Agreement with the initial purchasers of the Senior
Discount Old Notes, pursuant to which the Holdings Issuers agreed to exchange
the Senior Discount Old Notes for Notes having the same terms but registered
under the Securities Act and not containing the restrictions on transfer that
are applicable to the Senior Discount Old Notes.
Pursuant to the related Registration Rights Agreement, on September
8, 1998, the Holdings Issuers consummated an exchange offer (the "Senior
Discount Exchange Offer"), pursuant to which the Holdings Issuers issued
$169,000,000 aggregate principal amount at maturity of their 10 3/4% Senior
Discount Notes Due 2009, Series B (the "Senior Discount Exchange Notes"),
which were registered under the Securities Act, in exchange for an equal
principal amount at maturity of Senior Discount Old Notes (the Senior Discount
Old Notes and the Senior Discount Exchange Notes being herein called the
"Senior Discount Notes").
The Recapitalization also included the initial borrowing by the
Operating Company of $403.5 million in connection with a senior credit
facility (the "Senior Credit Agreement") by and among the Operating Company,
Holdings and a syndicate of lenders.
CapCo II is co-obligor with Holdings of the Senior Discount Notes and
co-guarantor with Holdings under the Senior Credit Agreement.
Employees
As of December 31, 2001, CapCo II had no employees.
Environmental Matters
There are no material environmental matters which relate to
compliance by CapCo II with Federal, State and local environmental provisions.
Intellectual Property
CapCo II does not own any property which is considered intellectual
property.
Item 2. Properties
CapCo II does not own or lease any properties.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of 2001.
4
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
All of CapCo II's common stock, par value $.01 per share ("common
stock"), is owned by Holdings, 2401 Pleasant Valley Road, York, Pennsylvania
17402. There is no established public trading market for CapCo II's common
stock.
In the first quarter of 1998, CapCo II issued 1,000 shares of common
stock to Holdings in a transaction exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act.
As indicated under Item 1, "Business -- The Recapitalization", upon
the Closing of the Recapitalization on February 2, 1998, the Holdings Issuers
consummated an offering pursuant to Rule 144A under the Securities Act of
$169,000,000 aggregate principal amount at maturity of their Senior Discount
Old Notes. Pursuant to the Purchase Agreement dated January 23, 1998 (the
"Purchase Agreement"), the Initial Purchasers, DB Alex. Brown LLC (formerly BT
Alex. Brown Incorporated) and an affiliate, Lazard Freres & Co. LLC and
Salomon Brothers Inc, purchased the Senior Discount Old Notes at a price of
57.173% of the principal amount, for a discount of 2.361% from the initial
offering price of 59.534% or a total discount of $3,990,090. Pursuant to the
Purchase Agreement, the Holdings Issuers also reimbursed the Initial
Purchasers for certain expenses. Pursuant to the Senior Discount Exchange
Offer, on September 8, 1998, the Holdings Issuers issued $169,000,000
aggregate principal amount at maturity of their Senior Discount Exchange Notes
in exchange for an equal principal amount of Senior Discount Old Notes.
No dividends were paid to the holder of CapCo II's common stock in
2001.
Under the Senior Credit Agreement, the Operating Company is subject
to restrictions on the payment of dividends and other distributions to
Holdings, as described in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
Item 6. Selected Financial Data
None.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
None.
Liquidity and Capital Resources
On February 2, 1998, Holdings and CapCo II, as co-obligor, issued
$100.6 million of Senior Discount Old Notes ($169 million aggregate principal
amount at maturity).
On September 8, 1998, Holdings and Capco II consummated the Senior
Discount Exchange Offer for all of their outstanding Senior Discount Old
Notes, and issued in exchange therefor their Senior Discount Exchange Notes,
which have the same terms as the Senior Discount Old Notes, except that the
Senior Discount Exchange Notes are registered under the Securities Act and do
not include the restrictions on transfer applicable to the Senior Discount Old
Notes.
The Senior Discount Notes mature on January 15, 2009, with interest
payable at 10.75%. Cash interest on the Senior Discount Notes does not accrue
until January 15, 2003.
The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating
Company totaling $255 million. Unused availability of the revolving credit
facilities under the Senior Credit Agreement at December 31, 2001 is $129.5
million, $119.5 million of which is under the revolving credit facility and
$10 million of which is under the growth capital revolving credit facility.
The obligations of the Operating Company under the Senior
5
Credit Agreement are guaranteed by Holdings and certain other subsidiaries of
Holdings. The term loans are payable in quarterly installments through January
31, 2007, and require payments of $25.0 million in 2002, $27.5 million in
2003, $93.0 million in 2004, $64.9 million in 2005 and $242.7 million in 2006.
The Operating Company expects to fund scheduled dept repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.
The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Operating
Company, as well as certain restrictions on the payment of dividends and other
distributions to Holdings. Substantially all domestic tangible and intangible
assets of the Operating Company are pledged as collateral pursuant to the
terms of the Senior Credit Agreement.
Under the Senior Credit Agreement, the Operating Company is subject
to restrictions on the payment of dividends or other distributions to
Holdings; provided that, subject to certain limitations, the Operating Company
may pay dividends or other distributions to Holdings:
o in respect of overhead, tax liabilities, legal, accounting and
other professional fees and expenses;
o to fund purchases and redemptions of equity interests of
Holdings or Investor LP held by then present or former officers
or employees of Holdings, the Operating Company or their
Subsidiaries (as defined) or by any employee stock ownership
plan upon such person's death, disability, retirement or
termination of employment or other circumstances with certain
annual dollar limitations; and
o to finance, starting on July 15, 2003, the payment of cash
interest payments on the Senior Discount Notes.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
6
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
Number
Statement re omission of independent auditors' report........................8
Financial Statements.........................................................9
Balance Sheets at December 31, 2001 and 2000............................9
Statements of Operations for the years ended December 31, 2001,
2000 and 1999..........................................................10
Statements of Shareholders' Equity for the years ended December 31,
2001, 2000 and 1999....................................................11
Statements of Cash Flows for the years ended December 31, 2001, 2000
and 1999...............................................................12
Notes to Financial Statements..........................................13
7
Report of independent auditors omitted pursuant to Rule 3-11 of Regulation
S-X.
8
GPC CAPITAL CORP. II
BALANCE SHEETS
December 31,
2001 2000
---- ----
Total assets --- ---
Total liabilities --- ---
Total shareholders' equity --- ---
See accompanying notes
9
GPC CAPITAL CORP. II
STATEMENTS OF OPERATIONS
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
Net sales --- --- ---
Operating income --- --- ---
Interest expense, net --- --- ---
Net income --- --- ---
See accompanying notes
10
GPC CAPITAL CORP. II
STATEMENTS OF SHAREHOLDERS' EQUITY
Balance at January 1, 1999 ---
Balance at December 31, 1999 ---
Balance at December 31, 2000 ---
Balance at December 31, 2001 ---
See accompanying notes
11
GPC CAPITAL CORP. II
STATEMENTS OF CASH FLOWS
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
Operating activities --- --- ---
Investing activities --- --- ---
Financing activities --- --- ---
See accompanying notes
12
GPC CAPITAL CORP. II
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
1. Basis of Presentation
GPC Capital Corp. II, is a wholly owned subsidiary of Graham
Packaging Holdings Company, a Pennsylvania limited partnership formerly known
as Graham Packaging Company ("Holdings"). The sole purpose of GPC Capital
Corp. II is to act as co-obligor with Holdings of the Senior Discount Notes
and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets
and does not conduct any independent operations.
2. Debt Arrangements
On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior
Discount Notes mature on January 15, 2009, with interest payable at 10.75%.
Cash interest on the Senior Discount Notes does not accrue until January 15,
2003.
On February 2, 1998, Graham Packaging Company, L.P., a Delaware
limited partnership formerly known as Graham Packaging Holdings I, L.P. (the
"Operating Company") refinanced the majority of its existing credit facilities
in connection with the Recapitalization and entered into a senior Credit
Agreement (the "Senior Credit Agreement") with a consortium of banks. The
Senior Credit Agreement was amended on August 13, 1998 to provide for an
additional Term Loan Borrowing of an additional $175 million and on March 30,
2000 as described below (the "Amendments"). The Senior Credit Agreement and
the Amendments consist of four term loans to the Operating Company with
initial term loan commitments totaling $570 million and two revolving loan
facilities to the Operating Company totaling $255 million. The obligations of
the Operating Company under the Senior Credit Agreement and Amendments are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term
loans are payable in quarterly installments through January 31, 2007, and
require payments of $25.0 million in 2002, $27.5 million in 2003, $93.0
million in 2004, $64.9 million in 2005, $242.7 million in 2006 and $74.0
million in 2007. The revolving loan facilities expire on January 31, 2004.
Interest is payable at (a) the "Alternate Base Rate" (the higher of the Prime
Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 0% to
2.25%; or (b) the "Eurocurrency Rate" (the applicable interest rate offered to
banks in the London interbank eurocurrency market) plus a margin ranging from
0.625% to 3.25%. A commitment fee ranging from 0.20% to 0.50% is due on the
unused portion of the revolving loan commitment. As part of the Amendments to
the Senior Credit Agreement, if certain events of default were to occur, or if
the Company's Net Leverage Ratio were above 5.15:1.0 at September 30, 2000,
Blackstone agreed to make an equity contribution to the Company through the
administrative agent of up to $50 million. An equity contribution of $50
million was made by the Company's owners to the Company on September 29, 2000,
satisfying Blackstone's obligation under the Amendments. The Company's Net
Leverage Ratio being above 5.15:1.0 at September 30, 2000 was not an event of
default under the Senior Credit Agreement and Amendments. The March 30, 2000
Amendment changed the terms under which the Company can access $100 million of
Growth Capital Revolving Loans from a dollar for dollar equity match to a
capital call with various test dates based on certain leverage tests for
quarters ending on or after June 30, 2001. The March 30, 2000 Amendment
provided for up to an additional $50 million equity contribution by
Blackstone; allowed the proceeds of the equity contribution to be applied to
Revolving Credit Loans; and changed certain covenants, principally to increase
the amount of permitted capital expenditures in 2000 and subsequent years.
Pursuant to the terms of the Capital Call Agreement, an additional equity
contribution of $50 million was made by the Company's owners to the Company on
March 29, 2001, satisfying Blackstone's final obligation under the Capital
Call Agreement dated as of August 13, 1998, as amended on March 29, 2000. This
equity contribution was made in advance and in satisfaction of any capital
call tests for quarters ending on or after June 30, 2001. The Company used the
proceeds of the Capital Calls to reduce its outstanding Revolving Credit
Loans. In addition, the Senior Credit Agreement and Amendments contain certain
affirmative and negative covenants as to the operations and financial
condition of the Company, as well as certain restrictions on the payment of
dividends and other distributions to Holdings. On December 31, 2001 the
Company was in compliance with all covenants.
On September 8, 1998, Holdings and GPC Capital Corp. II consummated
an exchange offer for all of their outstanding Senior Discount Notes Due 2009
which had been issued on February 2, 1998 (the "Old Notes"), and issued
13
in exchange therefor their Senior Discount Notes Due 2009, Series B (the
"Exchange Notes"), which have the same terms as the Old Notes, except that the
Exchange Notes are registered under the Securities Act of 1933 and do not
include the restrictions on transfer applicable to the Old Notes.
14
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
15
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of CapCo II are as follows:
Name Age Position
- ---- --- --------
Philip R. Yates 54 President, Treasurer and Assistant Secretary
and a Director
John E. Hamilton 43 Vice President, Secretary and Assistant Treasurer
and a Director
Chinh E. Chu 35 Vice President and a Director
David A. Stonehill 33 Vice President and a Director
Philip R. Yates has served as Chief Executive Officer of the
Operating Company and GPC Opco GP LLC ("Opco GP"), the general partner of the
Operating Company, since February 8, 2000. Prior to February 8, 2000, Mr.
Yates served as President and Chief Executive Officer of the Operating Company
and Opco GP since the Recapitalization. Since the Recapitalization, Mr. Yates
has also served as President and Chief Executive Officer of various
subsidiaries of the Operating Company or their general partner, as President,
Treasurer and Assistant Secretary of CapCo II and GPC Capital Corp I ("CapCo
I"), and as a member of the Boards of Directors of CapCo I and CapCo II. From
April 1995 to the Recapitalization, Mr. Yates served as President and Chief
Operating Officer of the Company. From 1994 to 1995, Mr. Yates served as
President of the Company. Prior to 1994, Mr. Yates served in various
management positions with the Company.
John E. Hamilton has served as Chief Financial Officer or Senior Vice
President, Finance and Administration or Vice President, Finance and
Administration of the Operating Company since the Recapitalization. Since
January 21, 1999, Mr. Hamilton has served as Chief Financial Officer of the
Operating Company, Opco GP and Holdings, and has served as Treasurer and
Secretary of Opco GP and of various subsidiaries of the Operating Company or
their general partner since the Recapitalization. Since the Recapitalization,
Mr. Hamilton has served as Vice President, Secretary and Assistant Treasurer
of CapCo I and CapCo II, and as a member of the Boards of Directors of CapCo I
and CapCo II. Subsequent to the Recapitalization and until January 21, 1999,
Mr. Hamilton served as Vice President, Finance and Administration of Opco GP
and Holdings. From November 1992 to the Recapitalization, Mr. Hamilton served
as Vice President, Finance and Administration, North America of the Company.
Prior to 1992, Mr. Hamilton served in various management positions with the
Company.
Chinh E. Chu has been a Senior Managing Director of The Blackstone
Group L.P. since January 1, 2000. Prior to January 1, 2000, Mr. Chu served as
Managing Director of The Blackstone Group L.P., which he joined in 1990. Since
the Recapitalization, Mr. Chu has served as Vice President, Secretary and
Assistant Treasurer of Investor LP and Investor GP, as a Vice President of
CapCo I and CapCo II and as a member of the Boards of Directors of Investor
LP, CapCo I and CapCo II. Prior to joining Blackstone, Mr. Chu was a member of
the Mergers and Acquisitions Group of Salomon Brothers Inc from 1988 to 1990.
He currently serves on the Boards of Directors of Prime Succession Inc.,
Roses, Inc. and Haynes International, Inc.
David A. Stonehill has been a Principal of The Blackstone Group L.P.
since May 2000. Mr. Stonehill was a Senior Vice President at Chartwell
Investments Inc where he worked from September 1996 to May 2000. Mr. Stonehill
has served as Vice President, Assistant Secretary and Assistant Treasurer of
Investor LP and Investor GP, as a Vice President of CapCo I and CapCo II and
as a member of the Boards of Directors of Investor LP, CapCo I and CapCo II
since July 2000.
Except as described above, there are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which such person was elected or appointed as a director or
executive officer of CapCo II.
16
Item 11. Executive Compensation
Compensation of Directors
The members of the Board of Directors of CapCo II are not compensated
for their services except that each is reimbursed for his reasonable expenses
in performing his duties as such.
Item 12. Security Ownership of Certain Beneficial Owners and Management
CapCo II has outstanding 1,000 shares of common stock, all of which
are owned by Holdings, 2401 Pleasant Valley Road, York, Pennsylvania 17402.
Item 13. Certain Relationships and Related Transactions
An affiliate of DB Alex. Brown LLC and its affiliate, two of the initial
purchasers of the Old Notes, acquired approximately a 4.8% equity interest in
Investor LP. Bankers Trust Company, an affiliate of DB Alex. Brown LLC and its
affiliate, acted as administrative agent and provided a portion of the
financing under the Senior Credit Agreement entered into in connection with
the Recapitalization, for which it received customary commitment and other
fees and compensation.
The Operating Company's Senior Credit Agreement currently consists of
four term loans to the Operating Company with initial term loan commitments
totaling $570 million and two revolving loan facilities to the Operating
Company totaling $255 million. Unused availability of the revolving credit
facilities under the Senior Credit Agreement at December 31, 2001 is $129.5
million, $119.5 million of which is under the revolving credit facility and
$10 million of which is under the growth capital revolving credit facility.
The obligations of the Operating Company under the Senior Credit Agreement are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term
loans are payable in quarterly installments through January 31, 2007, and
require payments of $25.0 million in 2002, $27.5 million in 2003, $93.0
million in 2004, $64.9 million in 2005 and $242.7 million in 2006. The
Operating Company expects to fund scheduled debt repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.
The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Operating
Company, as well as certain restrictions on the payment of dividends and other
distributions to Holdings. Substantially all domestic tangible and intangible
assets of the Operating Company are pledged as collateral pursuant to the
terms of the Senior Credit Agreement.
Pursuant to the Purchase Agreement dated January 23, 1998, the
initial purchasers, DB Alex. Brown LLC and an affiliate, Lazard Freres & Co.
LLC and Salomon Brothers Inc, purchased the Senior Discount Old Notes at a
price of 57.173% of the principal amount, for a discount of 2.361% from the
initial offering price of 59.534% or a total discount of $3,990,090. Pursuant
to the Purchase Agreement, the Holdings Issuers also reimbursed the initial
purchasers for certain expenses.
17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following Financial Statement Schedules and Reports are
included herein:
None.
All other schedules are not submitted because they are not applicable
or not required or because the required information is included in the
financial statements or the notes thereto.
(b) The following exhibits are filed herewith or incorporated herein
by reference:
Exhibit
Number Description of Exhibit
- ------ ----------------------
2.1 -- Agreement and Plan of Recapitalization, Redemption and Purchase
dated as of December 18, 1997, as amended as of January 29, 1998,
by and among Graham Packaging Holdings Company, BCP/Graham
Holdings L.L.C., BMP/Graham Holdings Corporation and the other
parties named therein (incorporated herein by reference to
Exhibit 2.1 to the Registration Statement on Form S-4 (File No.
333-53603-01)).
2.2 -- Purchase Agreement dated January 23, 1998 among Graham Packaging
Holdings Company, Graham Packaging Company, GPC Capital Corp. I,
GPC Capital Corp. II, DB Alex. Brown LLC and an affiliate, Lazard
Freres & Co. L.L.C. and Salomon Brothers Inc (incorporated herein
by reference to Exhibit 2.2 to the Registration Statement on
Form S-4 (File No. 333-53603-01)).
3.1 -- Certificate of Incorporation of GPC Capital Corp. II
(incorporated herein by reference to Exhibit 3.7 to the
Registration Statement on Form S-4 (File No. 333-53603-01)).
3.2 -- By-Laws of GPC Capital Corp. II (incorporated herein by reference
to Exhibit 3.8 to the Registration Statement on Form S-4 (File
No. 333-53603-01)).
4.1 -- Indenture dated as of February 2, 1998 among Graham Packaging
Holdings Company and GPC Capital Corp. II and The Bank of New
York, as Trustee, relating to the Senior Discount Notes Due 2009
of Graham Packaging Holdings Company and GPC Capital Corp. II
(incorporated herein by reference to Exhibit 4.7 to the
Registration Statement on Form S-4 (File No. 333-53603-01)).
4.2 -- Form of 10 3/4% Senior Discount Note Due 2009, Series A (included
in Exhibit 4.1) (incorporated herein by reference to Exhibit 4.8
to the Registration Statement on Form S-4 (File No.
333-53603-01)).
4.3 -- Form of 10 3/4% Senior Discount Note Due 2009, Series B (included
in Exhibit 4.1) (incorporated herein by reference to Exhibit 4.9
to the Registration Statement on Form S-4 (File No.
333-53603-01)).
4.4 -- Registration Rights Agreement dated as of February 2, 1998 among
Graham Packaging Holdings Company, GPC Capital Corp. II, DB Alex.
Brown LLC and an affiliate, Lazard Freres & Co. L.L.C. and
Salomon Brothers Inc relating to the Senior Discount Notes
Due 2009 of Graham Packaging Holdings Company and GPC Capital
Corp. II (incorporated herein by reference to Exhibit 4.10 to the
Registration Statement on Form S-4 (File No. 333-53603-01)).
10.1 -- Credit Agreement dated as of February 2, 1998 among Graham
Packaging Holdings Company, Graham Packaging Company, GPC Capital
Corp. I, the lending institutions identified in the Credit
Agreement and the agents identified in the Credit Agreement
(incorporated herein by reference to Exhibit 10.1 to the
Registration Statement on Form S-4 (File No. 333-53603-01)).
10.2 -- First Amendment to Credit Agreement dated as of August 13, 1998
(incorporated herein by reference to
18
Exhibit
Number Description of Exhibit
- ------ ----------------------
Exhibit 10.2 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 (File No. 333-53603-01)).
10.3 -- Second Amendment to Credit Agreement dated as of March 29, 2000
(incorporated herein by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q for the quarter ended April 2, 2000
(File No. 333-53603-01)).
24 -- Power of Attorney -- see page 21 of Form 10-K.
99.1 -- Form of Senior Discount Letter of Transmittal (incorporated
herein by reference to Exhibit 99.5 to the Registration Statement
on Form S-4 (File No. 333-53603-01)).
99.2 -- Form of Senior Discount Notice of Guaranteed Delivery
(incorporated herein by reference to Exhibit 99.6 to the
Registration Statement on Form S-4 (File No. 333-53603-01)).
(c) Reports on Form 8-K
No Reports on Form 8-K were required to be filed during the quarter
ended December 31, 2001.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: March 28, 2002
GPC CAPITAL CORP. II
(Registrant)
By: /s/ John E. Hamilton
------------------------------------------
Name: John E. Hamilton
Title: Vice President
(chief accounting officer and duly
authorized officer)
20
POWER OF ATTORNEY
We, the undersigned officers and directors of GPC Capital Corp. II,
do hereby constitute and appoint Philip R. Yates and John E. Hamilton, or
either of them, our true and lawful attorneys and agents, to sign for us, or
any of us, in our names in the capacities indicated below, any and all
amendments to this report, and to cause the same to be filed with the
Securities and Exchange Commission, granting to said attorneys, and each of
them, full power and authority to do and perform any act and thing necessary
or appropriate to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and we do hereby
ratify and confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on the 28th day of March, 2002 by the following
persons on behalf of the registrant and in the capacities indicated, with
respect to GPC Capital Corp. II:
Signature Title
--------- -----
/s/ Philip R. Yates President, Treasurer and Assistant Secretary
- ---------------------- And Director (Principal Executive Officer)
Philip R. Yates
/s/ John E. Hamilton Vice President, Secretary and Assistant
- ---------------------- Treasurer and Director (Principal Financial
John E. Hamilton Officer and Principal Accounting Officer)
/s/ Chinh E. Chu Director
- ----------------------
Chinh E. Chu
/s/ David A. Stonehill Director
- -----------------------
David A. Stonehill
21
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders covering the registrant's last
fiscal year has been sent to security holders. No proxy statement, form of
proxy or other proxy soliciting material has been sent to more than 10 of the
registrant's security holders with respect to any annual or other meeting of
security holders.
22