-----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, PSSKN7fE2OIunMf1YTIXR1mW4jNKll9r+ib3U1sqHpwGD7vHzT8yGMUS/Z7p+2dD lIB1i2wtdmOC/MJ7qKdDeQ== 0001013816-05-000254.txt : 20050509 0001013816-05-000254.hdr.sgml : 20050509 20050509163251 ACCESSION NUMBER: 0001013816-05-000254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050506 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 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: 05812206 BUSINESS ADDRESS: STREET 1: 1475 WOODFIELD ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8479693300 MAIL ADDRESS: STREET 1: 1475 WOODFIELD ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: HUNTSMAN PACKAGING CORP DATE OF NAME CHANGE: 19971110 8-K 1 form8k_50905.txt FORM 8-K 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 Date of Report (Date of earliest event reported): May 6, 2005 PLIANT CORPORATION ------------------ (Exact name of company as specified in its charter) UTAH 333-40067 87-0496065 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification Number) 1475 Woodfield Road, Suite 700 Schaumburg, IL 60173 (Address of principal executive offices) (Zip Code) (847) 969-3300 COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: ------------------------------------------------ N.A. (Former name or former address if changed since last report) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 6, 2005, the Company issued a press release, the text of which is incorporated herein by reference, announcing consummation of its previously announced solicitation of consents to amend the indenture relating to its 11 1/8% Senior Secured Discount Notes due 2009. In conjunction with these consents, the Company has paid aggregate consideration of $4,844,360 to the consenting noteholders. This press release is filed as Exhibit 99.1 to this Report. ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. On May 6, 2005, the Company issued a press release, the text of which is incorporated herein by reference, announcing consummation of its previously announced solicitation of consents to amend the indenture relating to its 11 1/8% Senior Secured Discount Notes due 2009. This press release is filed as Exhibit 99.1 to this Report. ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS (c) The following items are included as Exhibits to this report 99.1 Press Release dated May 6, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PLIANT CORPORATION Date: May 6, 2005 By: /s/ Harold C. Bevis ---------------------------------------------- Harold C. Bevis President, Chief Executive Officer, and Acting Chief Financial Officer EX-99 2 form8k_50905ex991.txt EXH 99.1 PRESS RELEASE Exhibit 99.1 PLIANT CORPORATION ANNOUNCES CONSUMMATION OF CONSENT SOLICITATION FOR ITS 11 1/8% SENIOR SECURED DISCOUNT NOTES DUE 2009 SCHAUMBURG, ILLINOIS (MAY 6, 2005) - Pliant Corporation announced today that it consummated its previously announced solicitation of consents to amend its 11 1/8% Senior Secured Discount Notes due 2009 and the indenture pursuant to which the notes were issued. Consents to the proposed amendments were delivered with respect to $298.2 million aggregate principal amount at maturity of the notes, all of which were accepted by the company. As of the time of consummation of the consent solicitation on May 6, 2005, the aggregate principal amount of the amended notes was approximately $250.6 million and equaled their accreted value immediately prior to such consummation. In addition, the $7.8 million aggregate principal amount at maturity of the notes with respect to which consents were not delivered remain outstanding. The company, certain of its subsidiaries and the trustee also executed an amended and restated indenture governing the amended notes and the notes with respect to which consents were not delivered. The company, certain of its subsidiaries and J.P. Morgan Securities Inc., the solicitation agent for the consent solicitation, executed a registration rights agreement with respect to the amended notes. As a result of the amendments approved in the consent solicitation, the interest rate of the amended notes was increased from 11 1/8% per annum to 11 5/8% per annum. The amended notes no longer require payment of cash interest beginning in 2007. Instead, they require payment of non-cash interest in the form of additional notes through maturity. The amendments also increased the redemption prices of the amended notes. In addition, the amended and restated indenture eliminates substantially all the restrictive covenants contained in the indenture, as they relate to holders of the notes with respect to which consents were not delivered. Harold Bevis, President and CEO said, "The consummation of this consent solicitation significantly strengthens Pliant, delivering a key improvement to our capital structure. It provides us with improved liquidity and financial flexibility by effectively capping the cash interest payments on our bonds at current levels through 2009. This flexibility will enable Pliant to re-invest in our business more aggressively as new growth opportunities emerge, and will provide additional protection against unfavorable resin price movements in the future." 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. The Company operates 24 manufacturing and research and development facilities around the world, and employs approximately 3,025 people. # # # CONTACT Joe Kwederis Senior Vice President Finance E-MAIL: JOE.KWEDERIS@PLIANTCORP.COM Voice: 847.407.5117 Company Web Site: WWW.PLIANTCORP.COM -----END PRIVACY-ENHANCED MESSAGE-----