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
Date of Report (Date of earliest event reported): May 29, 2009
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PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-15157 36-2552989
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(Commission File Number) (IRS Employer Identification No)
1900 West Field Court, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 482-2000
Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On May 29, 2009, Pactiv Corporation (the "Company") sent a notice ("Blackout
Notice") to participants in the Pactiv Hourly 401(k) Savings and Investment Plan
and the Pactiv 401(k) Savings and Investment Plan (together, the "Plans")
regarding an upcoming blackout period. The blackout period will begin as of the
market close (generally 4:00 P.M. Eastern time) on July 1, 2009, and will end as
of July 7, 2009. A copy of the Blackout Notice is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The blackout is being imposed in order to merge the Plans' Pactiv Stock Match
Fund with the Pactiv Stock Fund. To complete the merger, the Company must
temporarily freeze transactions involving assets in the Pactiv Stock Match Fund.
The blackout period will impact participants in the Plans who have invested any
portion of their accounts in the Pactiv Stock Match Fund (which holds the
Company's common stock). During the blackout period, participants invested in
the Pactiv Stock Match Fund will be unable to initiate loans, withdrawals,
exchanges or distributions of any portion of their account balances that are
invested in the Pactiv Stock Match Fund. (The blackout period will not affect
transactions involving assets in the Pactiv Stock Fund.)
On May 29, 2009, the Company also sent a notice (the "Director/Officer Notice")
to its directors and executive officers advising them of the blackout period.
The Director/Officer Notice provides that, during the blackout period, directors
and executive officers of the Company may not directly or indirectly purchase,
sell, or otherwise acquire or transfer the shares of the common stock of the
Company, or any option or other derivative security granting the right to
purchase or sell shares of the common stock of the Company, except as otherwise
permitted by law. A copy of the Director/Officer Notice is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
At this time, the Company expects the blackout period to last for the period
described above. The Company will provide participants in the Plans and each of
its directors and executive officers with updated notices regarding any change
to the blackout period should such dates change. The Company will also update
the Securities and Exchange Commission by filing an amended Current Report on
Form 8-K if such dates change.
Any inquiries regarding the blackout period should be directed to the Company's
General Counsel Joseph Doyle, at 847-482-2409, or by writing to Mr. Doyle at
Pactiv Corporation, 1900 W. Field Court, Lake Forest, Illinois, 60045.
Item 9.01(d). Exhibits.
Exhibit Number Description
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99.1 Notice dated May 29, 2009, to participants in the Pactiv Hourly
401(k) Savings and Investment Plan and the Pactiv 401(k) Savings
and Investment Plan Regarding Pactiv Match Fund Blackout
99.2 Notice dated May 29, 2009, to Directors and Executive Officers of
Pactiv Corp. Regarding Pactiv Match Fund Blackout
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.
Date: May 29, 2009
PACTIV CORPORATION
By: /s/ Joseph E. Doyle
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Joseph E. Doyle
Vice President and General Counsel