Attached files
file | filename |
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EX-10.1 - EX-10.1 - PACTIV CORP | c60884exv10w1.htm |
EX-10.2 - EX-10.2 - PACTIV CORP | c60884exv10w2.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2010
PACTIV CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-15157 | 36-2552989 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
1900 West Field Court Lake Forest, Illinois |
60045 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 482-2000
None
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 | Entry into a Definitive Agreement. |
On October 21, 2010, Pactiv Corporation (the Company) and The Bank of New York
Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee),
entered into an Eighth Supplemental Indenture (the Supplemental Indenture) to the
Indenture, dated as of September 29, 1999 (the Original Indenture), among the Company
(formerly known as Tenneco Packaging Inc.) and the Trustee (as successor in interest to JPMorgan
Chase Bank, N.A.), as supplemented by a supplemental indenture dated as of June 25, 2007, among the
Company and the Trustee (the Seventh Supplemental Indenture), providing for the issuance
of (and pursuant to which the Company has issued) $250,000,000 aggregate principal amount of 6.400%
Notes due 2018 (the Notes) (the Original Indenture, as supplemented by the Seventh
Supplemental Indenture, referred to herein as the Indenture).
The Supplemental Indenture eliminated the Change of Control Offer covenant from the Registered
Global Security evidencing the Notes and the Indenture (the Proposed Amendment). The
Change of Control Offer covenant in the Registered Global Security evidencing the Notes and the
Indenture required the Company to make an offer to each Holder of outstanding Notes to repurchase
all or any part of such Holders Notes if a Change of Control Triggering Event occurred.
The Company entered into the Supplemental Indenture in connection with the Agreement and Plan
of Merger, dated as of August 16, 2010 (the Merger Agreement), by and between the
Company, Rank Group Limited, Reynolds Group Holdings Limited (Reynolds Group) and
Reynolds Acquisition Corporation, an indirect wholly-owned subsidiary of Reynolds Group
(Sub), pursuant to which and on the terms and conditions set forth therein, Sub will
merge with and into the Company and the Company will become a wholly owned subsidiary of Reynolds
Group.
The Supplemental Indenture became effective and binding on the Company and the Trustee upon
the execution and delivery by the parties thereto. However, the Proposed Amendment will become
operative as of the date the Supplemental Indenture was executed and delivered, and the terms of
the Registered Global Security evidencing the Notes and the Indenture will be amended,
supplemented, modified or deleted as set forth in the Supplemental Indenture, in each case only
upon the acceptance for payment of Notes representing a majority of the outstanding aggregate
principal amount on the Settlement Date (as defined in the Companys Offer to Purchase and Consent
Solicitation Statement, dated October 4, 2010). If the Settlement Date does not occur on or prior
to (i) March 16, 2011, the termination date of the Merger Agreement, or (ii) June 16, 2011, if such
termination date is extended pursuant to the terms of the Merger Agreement, the Supplemental
Indenture will be void ab initio, as if such Supplemental Indenture never became effective.
Capitalized terms used in this Item 1.01 without definition shall have the meanings assigned
to them in the Indenture.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the
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Supplemental Indenture, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Important Information
In connection with the proposed merger, Pactiv filed a definitive proxy statement with the
Securities and Exchange Commission (the SEC) on October 15, 2010. INVESTORS AND
STOCKHOLDERS OF PACTIV ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT PACTIV AND THE PROPOSED MERGER. The definitive proxy statement
in connection with the proposed merger has been mailed to the stockholders of Pactiv. The
definitive proxy statement, other relevant materials (when they become available), and any other
documents filed by Pactiv with the SEC, may be obtained, without charge, from the SECs website at
www.sec.gov or by request to Pactiv Corporation, Attention Corporate Secretary, 1900 W. Field
Court, Lake Forest, IL 60045; 866-456-5439; www.pactiv.com.
Certain Information Regarding Participants
Pactiv and its executive officers, directors and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from the stockholders of Pactiv in
connection with the proposed merger. Information about the executive officers and directors of
Pactiv and their ownership of Pactiv common stock is set forth in the definitive proxy statement
filed by Pactiv on October 15, 2010.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 21, 2010, the Company, the Existing Trustee and the Additional Trustees named (and
appointed) therein entered into the Pactiv Corporation Amended and Restated Rabbi Trust Agreement
(the Amended and Restated Trust Agreement). The Amended and Restated Trust Agreement is
effective as of May 14, 2010 and amends and restates in its entirety the Pactiv Corporation Rabbi
Trust, initially adopted November 1, 1999.
The Amended and Restated Trust Agreement, among other things, provides that in the event of a
material change of the Obligations, including as a result of the termination or pay-out of a Plan,
the Company will cause its actuary to determine the remaining Obligations under all of the Plans
after giving effect to such change. To the extent that the value of the assets of the Trust as of
such date is less than the total Obligations under all of the Plans as so determined, the Company
will contribute additional assets to the Trust with a value equal to the difference. To the extent
that the assets of the Trust exceed 110% of the Obligations, the Company may withdraw assets
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with a value equal to the excess of the value of the Trusts assets over 110% of such Obligations.
Capitalized terms used in this Item 5.02 without definition shall have the meanings assigned
to them in the Amended and Restated Trust Agreement.
The foregoing summary of the Amended and Restated Trust Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Amended and
Restated Trust Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by
reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Eighth Supplemental Indenture, dated as of October 21, 2010, among
Pactiv Corporation and The Bank of New York Mellon Trust Company,
N.A., a national banking association, as trustee. |
|||
10.2 | Pactiv Corporation Amended and Restated Rabbi Trust Agreement,
effective as of May 14, 2010, among Pactiv Corporation, the Existing
Trustee and the Additional Trustees named therein. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 22, 2010 | PACTIV CORPORATION |
|||
By: | /s/ Joseph E. Doyle | |||
Name: | Joseph E. Doyle | |||
Title: | Vice President and General Counsel | |||
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EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Eighth Supplemental Indenture, dated as of October 21, 2010,
among Pactiv Corporation and The Bank of New York Mellon Trust
Company, N.A., a national banking association, as trustee. |
|||
10.2 | Pactiv Corporation Amended and Restated Rabbi Trust Agreement,
effective as of May 14, 2010, among Pactiv Corporation, the
Existing Trustee and the Additional Trustees named therein. |