-----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, MkcoP4kFjPLGsWAnr1OUK/tkWNRQaIIwVLG7l9YBaDuZyGGq6k6LciMDyqlSFcWQ 1F1HQxI3tdfHVu+Hx4BKLQ== 0001013816-05-000534.txt : 20051110 0001013816-05-000534.hdr.sgml : 20051110 20051110164219 ACCESSION NUMBER: 0001013816-05-000534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051104 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: 20051110 DATE AS OF CHANGE: 20051110 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: 051194463 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_111005.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): November 4, 2005 PLIANT CORPORATION ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Utah 333-40067 87-0496065 -------------------------- ------------------------ ---------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Incorporation) Identification Number) 1475 Woodfield Road, Suite 700 Schaumburg, IL 60173 (Address of Principal Executive Offices) (Zip Code) (847) 969-3300 (Registrant's telephone number, including area code) N.A. (Former Name or Former Address if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On November 4, 2005, Pliant Corporation entered into a First Supplemental Indenture with respect to each of the Indentures, dated May 31, 2000 and April 10, 2002, among Pliant Corporation, certain subsidiaries of Pliant Corporation and The Bank of New York, as trustee, governing Pliant Corporation's 13% Senior Subordinated Notes. The Indentures were amended to increase the amount of indebtedness permitted to be incurred thereunder by $25 million, which additional indebtedness may be senior to the 13% Senior Subordinated Notes. The amendments were approved by holders of approximately 56.80% of the 13% Senior Subordinated Notes issued in 2000 and approximately 69.92% of the 13% Senior Subordinated Notes issued in 2002. On November 7, 2005, Pliant Corporation entered into an Amendment and Waiver No. 5 with respect to the Credit Agreement dated as of February 17, 2004, as previously amended, among Pliant Corporation, certain of its subsidiaries, Credit Suisse, Cayman Branch, as Administrative Agent, General Electric Capital Corporation, as Collateral Agent and JPMorgan Chase Bank, N.A., as Syndication Agent, pursuant to which amendment and waiver the lenders parties to the Credit Agreement agreed, for the period from November 4, 2005 to November 21, 2005, to increase their aggregate maximum commitments to make loans and provide letters of credit from $100 million to $105 million and, for the period from September 30, 2005 to November 29, 2005, to waive the applicability of a fixed charge coverage ratio that could otherwise limit the aggregate maximum amount of availability for loans and letters of credit. The amendment and waiver also provides that the aggregate maximum amount of availability during the period commencing upon the effectiveness of the amendment and waiver and ending November 29, 2005 shall not exceed the borrowing base minus $15 million. JPMorgan Chase Bank, N.A. is an affiliate of Southwest Industrial Films, LLC, which owns approximately 55% of our outstanding common stock and currently has the right under a stockholders' agreement to appoint four of our directors, and of Flexible Films, LLC, which, together with affiliates, owns approximately 59% of our outstanding preferred stock. Southwest Industrial Films, LLC and Flexible Films, LLC are subsidiaries of J.P. Morgan Partners (BHCA), L.P. Timothy J. Walsh and Jeffrey Walker, who serve on our board of directors, are partners of J.P. Morgan Partners, LLC and Stephen McKenna, who also serves on our board of directors, is a principal of J.P. Morgan Partners, LLC. J.P. Morgan Partners, LLC serves as investment advisor to J.P. Morgan Partners (BHCA), L.P. and JPMP Capital Corp. JPMP Capital Corp. is a subsidiary of JPMorgan Chase & Co. and is the general partner of JPMP Master Fund Manager, L.P., which is the general partner of J.P. Morgan Partners (BHCA) L.P. Messrs. Walsh and Walker are executive officers of JPMP Capital Corp. and limited partners of JPMP Master Fund Manager, L.P. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS On November 4, 2005, Pliant Corporation entered into a First Supplemental Indenture with respect to each of the Indentures, dated May 31, 2000 and April 10, 2002, among Pliant Corporation, certain subsidiaries of Pliant Corporation and The Bank of New York, as trustee, governing Pliant Corporation's 13% Senior Subordinated Notes. The Indentures were amended to increase the amount of indebtedness permitted to be incurred thereunder by $25 million, which additional indebtedness may be senior to the 13% Senior Subordinated Notes. The amendments were approved by holders of approximately 56.80% of the 13% Senior Subordinated Notes issued in 2000 and approximately 69.92% of the 13% Senior Subordinated Notes issued in 2002. ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS (c) The following items are included as Exhibits to this report: 4.1 First Supplemental Indenture, dated as of November 4, 2005, among Pliant Corporation, as issuer, certain subsidiaries of Pliant Corporation, as guarantors, and The Bank of New York, as trustee, amending the Indenture, dated May 31, 2000, among such parties with respect to Pliant Corporation's 13% Senior Subordinated Notes. 4.2 First Supplemental Indenture, dated as of November 4, 2005, among Pliant Corporation, as issuer, certain subsidiaries of Pliant Corporation, as guarantors, and The Bank of New York, as trustee, amending the Indenture, dated April 10, 2002, among such parties with respect to Pliant Corporation's 13% Senior Subordinated Notes. 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. PLIANT CORPORATION Date: November 10, 2005 By: /s/ Joseph Kwederis ----------------------------- Joseph Kwederis Senior Vice President and Chief Financial Officer EX-4 2 form8k_111005ex41.txt EXH. 4.1 2000 FIRST SUPPLEMENTAL INDENTURE Exhibit 4.1 13% SENIOR SUBORDINATED NOTES 2000 INDENTURE FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of November 4, 2005, among Pliant Corporation, a corporation incorporated under the laws of the State of Utah (the "COMPANY"), as issuer, the Note Guarantors listed on the signature pages hereto (the "GUARANTORS"), as guarantors, and The Bank of New York, a banking corporation organized under the laws of the State of New York (the "TRUSTEE"), as trustee. W I T N E S S E T H: WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into an Indenture, dated as of May 31, 2000 the ("ORIGINAL INDENTURE"), relating to the Company's outstanding 13% Senior Subordinated Notes due 2010 (the "NOTES"); WHEREAS, the Company has solicited consents from Holders of the Notes to an amendment (the "AMENDMENT") to the Original Indenture which is set forth in this Supplemental Indenture; WHEREAS, the Company has received the written consent to the Amendment from Holders of a majority in aggregate principal amount of the outstanding Notes; and WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of Holders of the Notes as follows: ARTICLE I DEFINITIONS SECTION 1.01. DEFINITIONS. The Original Indenture together with this Supplemental Indenture are hereinafter sometimes collectively referred to as the "INDENTURE." For the avoidance of doubt, references to any "Section" of the "Indenture" refer to such Section of the Original Indenture as supplemented and amended by this Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture. If a capitalized term is defined in the Original Indenture and this Supplemental Indenture, the definition in this Supplemental Indenture shall apply to the Indenture and the Notes. ARTICLE II AMENDMENT SECTION 2.01. AMENDMENT TO LIMITATION ON INDEBTEDNESS. Clause (xii) of Section 4.03(b) of the Original Indenture is hereby deleted in its entirety and replaced with the following: "(xii) Indebtedness of the Company and its Restricted Subsidiaries (in addition to Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (xii) and then outstanding, shall not exceed $45.0 million." ARTICLE III MISCELLANEOUS SECTION 3.01. EFFECTIVENESS AND OPERATION OF SUPPLEMENTAL INDENTURE. (a) This Supplemental Indenture shall be effective upon execution hereof by the Company, the Guarantors and the Trustee. From and after such date, the Amendment set forth herein shall be deemed to have modified the applicable sections, or portions thereof, or clauses of the Original Indenture. (b) The Original Indenture shall be read together with this Supplemental Indenture and shall have the same effect over the Notes in the same manner as if the provisions of the Original Indenture and this Supplemental Indenture were contained in the same instrument. (c) In all other respects, the Original Indenture is confirmed by the parties hereto as supplemented by the terms of this Supplemental Indenture. (d) In the event that there is a conflict or inconsistency between the Original Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control. SECTION 3.02. TRUST INDENTURE ACT CONTROLS. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the TIA, the required provision shall control. If any provision of this Supplemental Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Supplemental Indenture as so modified. If any provision of this Supplemental Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Supplemental Indenture. SECTION 3.03. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. SECTION 3.04. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 3.05. SUCCESSORS. All agreements of the Company and the Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. SECTION 3.06. SEVERABILITY. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.07. EFFECT OF HEADINGS. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 3.08. TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. * * * * * IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. PLIANT CORPORATION By: /s/ Joseph Kwederis ----------------------------------- Joseph K. Kwederis Senior Vice President and Chief Financial Officer GUARANTORS: PLIANT CORPORATION INTERNATIONAL PLIANT FILM PRODUCTS OF MEXICO, INC. PLIANT SOLUTIONS CORPORATION UNIPLAST HOLDINGS, INC. UNIPLAST U.S., INC. By: /s/ Joseph Kwederis ----------------------------------- Joseph K. Kwederis Executive Vice President and Chief Financial Officer PLIANT PACKAGING OF CANADA, LLC By: /s/ Harold C. Bevis ----------------------------------- Harold C. Bevis President THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Jeremy Finkelstein ----------------------------------- Name: Jeremy Finkelstein Title: Assistant Vice President EX-4 3 form8k_111005ex42.txt EXH. 4.2 2002 FIRST SUPPLEMENTAL INDENTURE Exhibit 4.2 13% SENIOR SUBORDINATED NOTES 2002 INDENTURE FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of November 4, 2005, among Pliant Corporation, a corporation incorporated under the laws of the State of Utah (the "COMPANY"), as issuer, the Note Guarantors listed on the signature pages hereto (the "GUARANTORS"), as guarantors, and The Bank of New York, a banking corporation organized under the laws of the State of New York (the "TRUSTEE"), as trustee. W I T N E S S E T H: WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into an Indenture, dated as of April 10, 2002 the ("ORIGINAL INDENTURE"), relating to the Company's outstanding 13% Senior Subordinated Notes due 2010 (the "NOTES"); WHEREAS, the Company has solicited consents from Holders of the Notes to an amendment (the "AMENDMENT") to the Original Indenture which is set forth in this Supplemental Indenture; WHEREAS, the Company has received the written consent to the Amendment from Holders of a majority in aggregate principal amount of the outstanding Notes; and WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of Holders of the Notes as follows: ARTICLE I DEFINITIONS SECTION 1.01. DEFINITIONS. The Original Indenture together with this Supplemental Indenture are hereinafter sometimes collectively referred to as the "INDENTURE." For the avoidance of doubt, references to any "Section" of the "Indenture" refer to such Section of the Original Indenture as supplemented and amended by this Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture. If a capitalized term is defined in the Original Indenture and this Supplemental Indenture, the definition in this Supplemental Indenture shall apply to the Indenture and the Notes. ARTICLE II AMENDMENT SECTION 2.01. AMENDMENT TO LIMITATION ON INDEBTEDNESS. Clause (xii) of Section 4.03(b) of the Original Indenture is hereby deleted in its entirety and replaced with the following: "(xii) (1) Indebtedness Incurred pursuant to Section 4.03(b)(xii) of the 2000 Notes Indenture and (2) Indebtedness of the Company and its Restricted Subsidiaries (in addition to Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)); provided that the aggregate principal amount on the date of Incurrence, when added to all other Indebtedness Incurred pursuant to subclauses (1) and (2) of this clause (xii) and then outstanding, shall not exceed $45.0 million." ARTICLE III MISCELLANEOUS SECTION 3.01. EFFECTIVENESS AND OPERATION OF SUPPLEMENTAL INDENTURE. (a) This Supplemental Indenture shall be effective upon execution hereof by the Company, the Guarantors and the Trustee. From and after such date, the Amendment set forth herein shall be deemed to have modified the applicable sections, or portions thereof, or clauses of the Original Indenture. (b) The Original Indenture shall be read together with this Supplemental Indenture and shall have the same effect over the Notes in the same manner as if the provisions of the Original Indenture and this Supplemental Indenture were contained in the same instrument. (c) In all other respects, the Original Indenture is confirmed by the parties hereto as supplemented by the terms of this Supplemental Indenture. (d) In the event that there is a conflict or inconsistency between the Original Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control. SECTION 3.02. TRUST INDENTURE ACT CONTROLS. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the TIA, the required provision shall control. If any provision of this Supplemental Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Supplemental Indenture as so modified. If any provision of this Supplemental Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Supplemental Indenture. SECTION 3.03. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. SECTION 3.04. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 3.05. SUCCESSORS. All agreements of the Company and the Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. SECTION 3.06. SEVERABILITY. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.07. EFFECT OF HEADINGS. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 3.08. TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. * * * * * IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. PLIANT CORPORATION By: /s/ Joseph Kwederis ---------------------------------- Joseph K. Kwederis Senior Vice President and Chief Financial Officer GUARANTORS: PLIANT CORPORATION INTERNATIONAL PLIANT FILM PRODUCTS OF MEXICO, INC. PLIANT SOLUTIONS CORPORATION UNIPLAST HOLDINGS, INC. UNIPLAST U.S., INC. By: /s/ Joseph Kwederis ---------------------------------- Joseph K. Kwederis Executive Vice President and Chief Financial Officer PLIANT PACKAGING OF CANADA, LLC By: /s/ Harold C. Bevis ---------------------------------- Harold C. Bevis President THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Jeremy Finkelstein ---------------------------------- Name: Jeremy Finkelstein Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----