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
August 15, 2000
(Date of earliest event reported)
Commission file number: 0-20704
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4455 Table Mountain Drive, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 215-4600
(Registrant's telephone number, including area code)
Item 5. Other Events
On August 15, 2000 the Company completed previously
announced transactions regarding the issuance of $100
million of Series B Convertible Preferred Stock and amend-
ments to its senior debt agreement.
Amendments to Revolving Credit and Term Loan Agreement
On August 2, 1999 the Company entered into a $1.3
billion revolving credit and term loan agreement (the Credit
Agreement) with a group of lenders and with Bank of America,
N.A. as agent (the Lenders). The Credit Agreement is
comprised of four senior credit facilities (the Senior
Credit Facilities), one of which has been repaid. Amounts
outstanding under the Senior Credit Facilities immediately
prior to amendment and as reported as of June 30, 2000 were
as follows (in thousands):
One-year term loan due
August 15, 2000 $168,500
Five-year term loan; including
current maturities of $6.25 million
due September 30, 2000 and
December 31, 2000 and $12.5 million
due March 31, 2001 and June 30, 2001 312,500
Five-year revolving credit facility 347,000
--------
Total 828,000
Less: current maturities (206,000)
--------
Long-term maturities $622,000
========
On August 15, 2000, the Company repaid $100 million of
the one-year term loan balance with proceeds from the
issuance of the Series B Convertible Preferred Stock dis-
cussed below.
On August 15, 2000, in conjunction with the issuance
of the Series B Convertible Preferred Stock and the repay-
ment of $100 million of the one-year term loan, the Company
and its Lenders agreed to amend the Credit Agreement to
extend the maturity date of the $68.5 million balance of
the one-year term loan to August 15, 2001, and to modify
the Credit Agreement, including the following terms:
> Extending the amortization of the five-year
loan, as follows (in thousands):
Installments due: 2001 $25,000
2002 35,000
2003 40,000
2004 25,000
2005 187,500
--------
Total $312,500
========
> Requiring additional principal installments
as excess cash is generated
> Changing certain financial covenants to
reflect the Company's new capital structure
> Increasing the interest rate spread by 25
basis points
> Allowing the payment of dividends on the
Series B Convertible Preferred Stock
Amounts outstanding under the Senior Credit
Facilities as of August 30, 2000, which reflect the amend-
ment and the $100 million repayment, were as follows (in
thousands):
One-year term loan; due August 15, 2001 $ 68,500
Five-year term loan; including current
maturities of $6.25 million due March 31,
2001 and June 30, 2001 312,500
Five-year revolving credit facility 347,000
--------
Total 728,000
Less: current maturities (81,000)
--------
Long-term maturities $647,000
========
The Company anticipates repaying the $68.5 million
one-year term loan with a combination of funds from the
sale of non-core assets, the issuance of subordinated debt
or other financing, and from operating cash flows. The
terms of the Credit Agreement, as amended, require that
proceeds from significant asset sales must be used first
to repay outstanding debt, and additional debt issuances
must be pre-approved by the Lenders.
The Senior Credit Facilities are secured with first
priority liens on all material assets of the Company and
all of its domestic subsidiaries. If the Company is unable
to make its payments under the revised terms of the Senior
Credit Facilities, the lenders could elect to proceed
against the collateral in order to satisfy the Company's
obligations.
Issuance of $100 Million 10% Series B Convertible Preferred
Stock
Information to be provided herein is incorporated by
reference from the Company's News Release, dated August 15,
2000 and provided as an exhibit to this current report on
Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Document Description
4.1 Preferred Stock Purchase Agreement, dated as of
August 15, 2000, between the Company and the
Grover C. Coors Trust (incorporated by reference
from Exhibit 99.2 of Amendment No. 5 to Schedule
13D, dated August 15, 2000, and filed by William
K. Coors, Peter H. Coors, Joseph Coors, Jr.,
Jeffrey H. Coors, Adolph Coors, Jr. Trust, Grover
C. Coors Trust, May K. Coors Trust and Herman F.
Coors Trust).
4.2 Registration Rights Agreement, dated as of August
15, 2000, between the Company and the Grover C.
Coors Trust (incorporated by reference from
Exhibit 99.3 of Amendment No. 5 to Schedule 13D,
dated August 15, 2000, and filed by William
K. Coors, Peter H. Coors, Joseph Coors, Jr.,
Jeffrey H. Coors, Adolph Coors, Jr. Trust, Grover
C. Coors Trust, May K. Coors Trust and Herman F.
Coors Trust).
4.3 Statement of Designations, approved by the
Company's Board of Directors on August 14, 2000
(incorporated by reference from Exhibit 99.4 of
Amendment No. 5 to Schedule 13D dated August 15,
2000, and filed by William K. Coors, Peter H.
Coors, Joseph Coors, Jr., Jeffrey H. Coors,
Adolph Coors, Jr. Trust, Grover C. Coors Trust,
May K. Coors Trust and Herman F. Coors Trust).
4.4 10% Series B Convertible Preferred Stock
Certificate
10.1 Second Amendment to Revolving Credit and Term
Loan Agreement among the Company and its one-year
term lenders.
10.2 Third Amendment to Revolving Credit and Term Loan
Agreement among the Company and its lenders.
99 News Release, dated as of August 15, 2000,
announcing the issuance of preferred stock.
SIGNATURES
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 thereunto duly
authorized.
Date: August 30, 2000 By /s/ Gail A. Constancio
--------------------------
Gail A. Constancio
(Chief Financial Officer)
Date: August 30, 2000 By /s/ John S. Norman
--------------------------
John S. Norman
(Corporate Controller)