Graham Packaging 8-K Hicks Acquisition Company I, Inc. and Blackstone-led Group

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):January 27, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania	333-53603-03	23-2553000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Pleasant Valley Road

York, Pennsylvania 17402

(717) 849-8500

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Not Applicable

(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):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

On January 27, 2009, Graham Packaging Holdings Company, a Pennsylvania limited partnership (the “Company”), entered into the First Amendment (the “Amendment”) to the Equity Purchase Agreement (the “Purchase Agreement”) with respect to Hicks Acquisition Company I, Inc., a Delaware corporation (“Hicks Acquisition”).

The Purchase Agreement was originally entered into on July 1, 2008 with Hicks Acquisition, GPC Holdings, L.P., a Pennsylvania limited partnership (“GPCH”), Graham Packaging Corporation, a Pennsylvania corporation (“GPC”), Graham Capital Company, a Pennsylvania limited partnership (“GCC”), Graham Engineering Corporation, a Pennsylvania corporation (“GEC” and, together with GPCH, GCC and GPC, the “Graham Family Holders”), BMP/Graham Holdings Corporation, a Delaware corporation (“BMP/GHC” and, together with the Graham Family Holders, the “Sellers”), GPC Capital Corp. II, a Delaware corporation (“IPO Corp.”), and the other parties signatory thereto, pursuant to which through a series of transactions Hicks Acquisition’s stockholders would acquire a majority of the outstanding common stock of IPO Corp., par value $0.01 per share, and IPO Corp. would own, either directly or indirectly, 100% of the partnership interests of Graham Packaging Company, L.P., a Delaware limited partnership (the “Operating Company”).

The Amendment stipulates that:

• Hicks Acquisition and Blackstone Capital Partners III Merchant Banking Fund L.P. as the Seller Representative will each have the right to terminate the Purchase Agreement by giving written notice to the other; and

• each party will be released from the Purchase Agreement’s exclusivity provisions and will be permitted to consider other possible transactions.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 8.01. Other Events.

On January 28, 2009, the Company, The Blackstone Group and Hicks Acquisition issued a joint press release announcing the execution of the Amendment described above. A copy of the joint press release is attached hereto as Exhibit 99.1.

No Assurances

There can be no assurance that the transaction contemplated by the Purchase Agreement (the “Transaction”) will be completed, nor can there be any assurance, if the Transaction is completed, that the potential benefits of combining the companies will be realized. The description of the Amendment as

contained herein is only a summary and is qualified in its entirety by the full text of the Amendment attached as Exhibit 2.1 and incorporated herein by reference.

Additional Information about the Transaction and Where to Find It

In connection with the proposed Transaction, IPO Corp., a wholly-owned subsidiary of the Company, has filed with the Securities and Exchange Commission (the “SEC”) a preliminary Registration Statement on Form S-4 containing a preliminary proxy statement of Hicks Acquisition and that constituted a preliminary prospectus of IPO Corp. Once finalized, Hicks Acquisition will mail the definitive proxy statement/prospectus to its stockholders. Before making any voting decision, Hicks Acquisition investors and security holders are urged to read the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus when it becomes available, as well as other relevant materials filed with the SEC, as they will contain important information regarding the Transaction. Hicks Acquisition 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), by directing a request to Hicks Acquisition at 100 Crescent Court, Suite 1200, Dallas, TX 75201 or by contacting Hicks Acquisition at (214) 615-2300.

Participants in Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies from Hicks Acquisition’s stockholders with respect to the Transaction. Information concerning the Company’s directors and executive officers is set forth in the publicly filed documents of the Company. Hicks Acquisition’s stockholders may obtain more detailed information regarding the direct and indirect interests of the Company and its directors and executive officers in the Transaction by reading the preliminary proxy statement/prospectus, which has been filed with the SEC, the definitive proxy statement/prospectus regarding the Transaction when it becomes available, and other relevant documents regarding the Transaction.

FORWARD LOOKING STATEMENTS

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the Company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning the company’s possible or assumed future results of operations. These statements often include words such as “approximate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation:

• uncertainties as to the timing of the Transaction;

• approval of the Transaction by Hicks Acquisition’s stockholders;

• the satisfaction of closing conditions to the Transaction, including the receipt of regulatory approvals;

• costs related to the Transaction;

• the competitive environment in the industry in which the Company operates;

• the diversion of management time on Transaction-related issues;

• general economic conditions such as inflation or recession;

• the Company’s ability to maintain margins due to future increases in commodity prices;

• the Company’s loss of large customers;

• operating the Company as a public company;

• the Company’s continuing net losses;

• the terms of the Company’s debt instruments restrict the manner in which the Company conducts its business and may limit the Company’s ability to implement elements of its business strategy;

• the Company’s indebtedness could adversely affect the Company’s cash flow;

• despite the Company’s current levels of indebtedness, the Company may incur additional debt in the future, which could increase the risks associated with the Company’s leverage;

• the Company’s recovery of the carrying value of its assets;

• the Company’s exposure to fluctuations in resin prices and its dependence on resin supplies;

• risks associated with the Company’s international operations;

• the Company’s dependence on significant customers and the risk that customers will not purchase the Company’s products in the amounts expected by the Company under their requirements contracts;

• the majority of the Company’s sales are made pursuant to requirements contracts;

• a decline in prices of plastic packaging;

• the Company’s ability to develop product innovations and improve the Company’s production technology and expertise;

• infringement on the Company’s proprietary technology;

• sales of the Company’s beverage containers may be affected by cool summer weather;

• risks associated with environmental regulation and liabilities;

• the possibility that the Company’s shareholders’ interests will conflict with the Company’s interests;

• the Company’s dependence on key management and its labor force and the material adverse effect that could result from the loss of their services;

• the Company’s ability to successfully integrate its business with those of other businesses that the Company may acquire;

• risks associated with a significant portion of the Company’s employees being covered by collective bargaining agreements;

• the Company’s dependence on blow molding equipment providers;

• market conditions for the Company’s products; and

• the inability to maintain growth rates and the related impact on revenue, net income and fund inflows/outflows.

Although the Company believes that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect the Company’s actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. For a further description of these factors, see the Company’s Annual Report on Form 10-K and other filings with the SEC. Readers should not place undue reliance on forward-looking statements, which reflect management’s view only as of the date hereof.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
Exhibit 2.1	First Amendment to Purchase Agreement, dated as of January 27, 2009, among the Company, Hicks Acquisition, GPC Holdings, L.P., Graham Packaging Corporation, Graham Capital Company, Graham Engineering Corporation, BMP/Graham Holdings Corporation, GPC Capital Corp. II and the other parties signatory thereto
Exhibit 99.1	Press Release, dated January 28, 2009

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.

	GRAHAM PACKAGING HOLDINGS COMPANY
		BCP/GRAHAM HOLDINGS L.L.C., ITS GENERAL PARTNER
Date: January 28, 2009	By:	/s/ William E. Hennessey
	Name:	William E. Hennessey
	Title:	Vice President and Corporate Controller

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 2.1	First Amendment to Purchase Agreement, dated as of January 27, 2009, among the Company, Hicks Acquisition, GPC Holdings, L.P., Graham Packaging Corporation, Graham Capital Company, Graham Engineering Corporation, BMP/Graham Holdings Corporation, GPC Capital Corp. II and the other parties signatory thereto
Exhibit 99.1	Press Release, dated January 28, 2009