SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JUNE 27, 2003
GREAT LAKES ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 333-59541 76-0576974
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
551 FIFTH AVENUE, SUITE 3600, NEW YORK, NY 10176
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 370-5770
ITEM 9. REGULATION FD DISCLOSURE.
On June 27, 2003, Great Lakes Carbon Income Fund (the "Fund") filed a
preliminary prospectus for the initial public offering of its units with
securities regulators in Canada (the "Fund Prospectus"). The Fund has been
created to acquire an indirect ownership interest in Great Lakes Acquisition
Corp. (the "Company") and will make monthly distributions of its available cash
to the holders of its units.
The Fund expects to use the net proceeds from the initial public offering of its
units to acquire an indirect ownership interest in the Company. The Company
expects to use the proceeds from the sale of such ownership interest in the
Company to repay existing indebtedness of the Company and its subsidiary, Great
Lakes Carbon Corporation ("GLC") under the current credit facility of the
Company and GLC and certain senior subordinated notes of GLC. Specifically, GLC
intends to commence a tender offer to repurchase its outstanding 10 1/4% Senior
Subordinated Notes. The tender offer will be conditioned upon the completion of
the units offering by the Fund and the receipt by the Company of sufficient
funds from the sale of an indirect ownership interest in the Company to the
Fund. The closing of the public offering of units is subject to regulatory
approval.
The Fund Prospectus is provided as an exhibit to this Current Report on Form 8-K
due to the inclusion of certain information provided within the document.
Specifically, the Fund Prospectus indicates that the Company achieved an EBITDA
level of $67,086,000 for the twelve month period ending March 31, 2003. The term
EBITDA as referred to throughout the Fund Prospectus is specifically defined
within the glossary of the Fund Prospectus. The Company did not include an
EBITDA calculation for the twelve month period ending March 31, 2003 in its most
recent Quarterly Report on Form 10-Q.
The units of the Fund have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
EXHIBIT
NUMBER DESCRIPTION
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99.1 Preliminary Prospectus of Great Lakes Carbon Income Fund,
dated June 26, 2003.
2
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 hereunto duly authorized.
GREAT LAKES ACQUISITION CORP.
(Registrant)
Date: June 30, 2003 /S/ JAMES D. MCKENZIE
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James D. McKenzie,
President and Chief Executive Officer
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Preliminary Prospectus of Great Lakes Carbon Income Fund,
dated June 26, 2003.
4