-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMtBScH+x1Ci/Rw218CdP+8oB25VVPr2pw47wUcdyihZ7NSvFBq7jecj9SPWsd81 QHWFQYgXwFLwGzHSBp5p4w== 0000950123-02-003494.txt : 20020415 0000950123-02-003494.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-003494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020405 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLIANT CORP CENTRAL INDEX KEY: 0001049442 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 870496065 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-40067 FILM NUMBER: 02604681 BUSINESS ADDRESS: STREET 1: 2755 E. COTTONWOOD PARKWAY CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8019938200 MAIL ADDRESS: STREET 1: 2755 E. COTTONWOOD PARKWAY CITY: SALT LAKE CITY STATE: A1 ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: HUNTSMAN PACKAGING CORP DATE OF NAME CHANGE: 19971110 8-K 1 y59394e8-k.txt PLIANT CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2054 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): APRIL 5, 2002 PLIANT CORPORATION (Exact name of registrant as specified in its charter) UTAH 333-40067 87-0496065 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1515 WOODFIELD RD., STE. 600, SCHAUMBURG, IL 60173 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 969-3300 4 ITEM 5. OTHER EVENTS On April 2 and April 5, 2002, Pliant Corporation (the "Company") issued press releases announcing its sale of $100 million of 13% Senior Subordinated Notes due 2010, in a private offering to qualified institutional buyers. The Company's press releases are attached hereto as Exhibits 99.1 and 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. -------- 99.1 Press release dated April 2, 2002. 99.2 Press release dated April 5, 2002. 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. Date: April 8, 2002 PLIANT CORPORATION By /s/ Brian E. Johnson ------------------------------------------------------ Brian E. Johnson Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Press release dated April 2, 2002. 99.2 Press release dated April 5, 2002. EX-99.1 3 y59394ex99-1.txt PRESS RELEASE DATED APRIL 2, 2002 April 2, 2002 FOR IMMEDIATE RELEASE Pliant Corporation Announces Plan to Issue $100 million of Senior Subordinated Notes SCHAUMBURG, IL - - Pliant Corporation announced today that it intends to sell $100 million of Senior Subordinated Notes due 2010, in a private offering to qualified institutional buyers. Pliant intends to use approximately $82 million of the net proceeds from the offering to repay a portion of the outstanding indebtedness under its credit facilities. Pliant is seeking an amendment to its credit facilities to permit the offering of the notes. The offering of the notes will be conditioned on the amendment becoming effective. In addition to permitting the offering, the amendment would require Pliant to use at least $82 million of the net proceeds from the offering to repay a portion of the outstanding indebtedness under its credit facilities. The amendment would also limit the use of the remaining proceeds to certain permitted acquisitions. To the extent Pliant has not used the remaining proceeds for such purpose by December 31, 2002, Pliant would be required to repay additional term loans under the credit facilities in an equivalent amount. The notes will not initially be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction. The transaction is structured to qualify for the resale exemption provided by Rule 144A under the Securities Act of 1933. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act of 1933 or the securities laws of any other jurisdiction. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933. About Pliant Pliant Corporation is a leading producer of value-added film and flexible packaging products for personal care, medical, food, industrial and agricultural markets. Pliant operates 26 manufacturing and research and development facilities around the world, and employs approximately 3,500 people. EX-99.2 4 y59394ex99-2.txt PRESS RELEASE DATED APRIL 5, 2002 April 5, 2002 FOR IMMEDIATE RELEASE PLIANT CORPORATION ANNOUNCES SALE OF $100 MILLION OF SENIOR SUBORDINATED NOTES SCHAUMBURG, IL - - Pliant Corporation announced today its sale of $100 million of 13% Senior Subordinated Notes due 2010, in a private offering to qualified institutional buyers. The notes will be issued at 103.752% of the principal amount. Pliant has agreed to cause a registration statement to be declared effective within 150 days after the closing of the offering relating to an offer to exchange the notes for registered notes. The offering is expected to close on April 10, 2002. Pliant obtained an amendment to its credit facilities to permit the offering of the notes. The amendment requires Pliant to use at least $82 million of the net proceeds from the offering of the notes to repay a portion of the outstanding indebtedness under its credit facilities. The amendment also limits the use of the remaining proceeds to certain permitted acquisitions. To the extent Pliant has not used the remaining proceeds for such purpose by December 31, 2002, Pliant will be required to repay additional term loans under the credit facilities in an equivalent amount. The notes have not been registered under the Securities Act of 1933 or the securities laws of any other jurisdiction. The transaction is structured to qualify for the resale exemption provided by Rule 144A under the Securities Act of 1933. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act of 1933 and the securities laws of any other applicable jurisdiction. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933. ABOUT PLIANT Pliant Corporation is a leading producer of value-added film and flexible packaging products for personal care, medical, food, industrial and agricultural markets. Pliant operates 26 manufacturing and research and development facilities around the world, and employs approximately 3,500 people. -----END PRIVACY-ENHANCED MESSAGE-----