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):

July 18, 2006

PLIANT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-40067	43-2107725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 8.01. OTHER EVENTS

On July 18, 2006, Pliant Corporation (the “Company”) consummated its reorganization through a series of transactions contemplated in the Debtors’ Fourth Amended Joint Plan of Reorganization (the “Fourth Amended Plan”) which, as previously reported, was approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on June 23, 2006.  On July 18, 2006, the Company filed with the Bankruptcy Court a Notice of Effective Date of Debtors’ Fourth Amended Joint Plan of Reorganization and Bar Date for Certain Claims (the “Notice”) announcing the effectiveness of the Fourth Amended Plan.  The Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  On July 19, 2006, the Company issued a press release announcing the consummation of the transactions contemplated by the Fourth Amended Plan.  The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENT AND EXHIBITS

(d) Exhibits.

Exhibit No.	Description
99.1	Notice of Effective Date of Debtors’ Fourth Amended Joint Plan of Reorganization and Bar Date for Certain Claims
99.2	Press Release dated July 19, 2006

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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: July 20, 2006	By:	/s/ Joseph Kwederis
		Joseph Kwederis Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
PLIANT CORPORATION, et al.,1	Case No. 06-10001 (MFW)
Debtors.	Jointly Administered

NOTICE OF EFFECTIVE DATE OF DEBTORS’ FOURTH AMENDED JOINT
PLAN OF REORGANIZATION AND BAR DATE FOR CERTAIN CLAIMS

PLEASE TAKE NOTICE that (a) as of the date hereof, all conditions precedent to the effective date (the “Effective Date”) of the above captioned Debtors’ Fourth Amended Joint Plan of Reorganization (the “Plan”), which was confirmed by order of the United States Bankruptcy Court for the District of Delaware on June 23, 2006 [Docket No. 923] (the “Confirmation Order”), have been satisfied or waived, and (b) the Effective Date has today occurred and for all purposes is and shall be July 18, 2006.

PLEASE TAKE FURTHER NOTICE that any and all professional persons employed by the Debtors or Official Committee of Unsecured Creditors shall file and serve all applications for final allowance of fees and expenses no later than August 17, 2006 at 4:00 p.m. (ET).  Such applications must be filed with the Bankruptcy Court and served on:

PLIANT CORPORATION

1475 Woodfield Road

Suite 700

Schaumburg, IL 60173

Telephone: (847) 969-3319

Facsimile: (847) 969-3338

Attn: Stephen T. Auburn

with a copy to:

1           The Debtors are: Uniplast Holdings, Inc. (Tax ID No. XX-XXX9589), Pliant Corporation (Tax ID No. XX-XXX6065), Pliant Corporation International (Tax ID No. XX-XXX3075), Pliant Solutions Corporation (Tax ID No. XX-XXX3872), Pliant Film Products of Mexico, Inc. (Tax ID No. XX-XXX0805), Pliant Packaging of Canada, LLC (Tax ID No. XX-XXX0929), Pliant Investment, Inc. (Tax ID No. XX-XXX0995), Alliant Company LLC (Tax ID No. XX-XXX6811), Uniplast U.S., Inc. (Tax ID No. XX-XXX9066), Uniplast Industries Co. (Tax ID No. N/A), and Pliant Corporation of Canada Ltd (Tax ID No. N/A) each with a mailing address of 1475 Woodfield Road, Suite 700, Schaumburg, Illinois 60173.

SIDLEY AUSTIN LLP

One South Dearborn Street

Chicago, Illinois 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Attn: Larry J. Nyhan

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP

The Brandywine Building

1000 West Street, 17th Floor

P.O. Box 391

Wilmington, Delaware 19899-0391

Telephone: (302) 571-6600

Facsimile: (302) 571-1253

Attn: Robert S. Brady

Counsel to Debtors and Debtors-in-Possession

ANY PROFESSIONAL OF THE DEBTORS OR OFFICIAL COMMITTEE OF UNSECURED CREDITORS WHO FAILS TO FILE AN APPLICATION BY AUGUST 17, 2006 AT 4:00 P.M. (ET) SHALL BE FOREVER BARRED FROM SEEKING AND OBTAINING COMPENSATION AND REIMBURSEMENT FOR ITS SERVICES AND DISBURSEMENTS UNLESS SUCH DEADLINE IS EXTENDED BY THE REORGANIZED DEBTORS IN THEIR SOLE DISCRETION.

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PLEASE TAKE FURTHER NOTICE THAT THE PLAN AND CONFIRMATION ORDER CONTAIN OTHER PROVISIONS THAT MAY AFFECT YOUR RIGHTS. YOU ARE ENCOURAGED TO REVIEW THE PLAN AND CONFIRMATION ORDER IN THEIR ENTIRETY.

Dated:    Wilmington, Delaware July 18, 2006	Respectfully submitted,
	SIDLEY AUSTIN LLP
	James F. Conlan
	Larry J. Nyhan
	William A. Evanoff
	Jessica C. Knowles
	One South Dearborn Street
	Chicago, Illinois 60603
	Telephone:  (312) 853-7000
	Facsimile:  (312) 853-7036
	-and-
	YOUNG CONAWAY STARGATT & TAYLOR, LLP
	Robert S. Brady (No. 2847)
	Edmon L. Morton (No. 3856)
	Kenneth J. Enos (No. 4544)
	The Brandywine Building
	1000 West Street, 17th Floor
	P.O. Box 391
	Wilmington, Delaware 19899-0391
	Telephone:  (302) 571-6600
	Facsimile:  (302) 571-1253
	Counsel to the Debtors and Debtors-in-Possession

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EX-99.2

Exhibit 99.2

July 19, 2006

For Immediate Release

PLIANT EXITS CHAPTER 11

SCHAUMBURG, IL — Pliant Corporation announced that it has completed its previously announced financial restructuring and has exited Chapter 11 Bankruptcy protection.  The company’s financial restructuring plan was confirmed by the U.S. Bankruptcy Court for the District of Delaware on June 23, 2006, subject to several closing conditions.  These conditions have all been satisfied, including the following:

·Closing of a new $200MM senior secured revolving credit facility with Merrill Lynch Commercial Finance Corp.  This facility replaces Pliant’s existing pre-petition revolver and debtor-in-possession (DIP) credit facilities.

·Completion of a transaction to reincorporate the company in Delaware.

Pliant filed a voluntary petition for Chapter 11 protection on January 3, 2006 to implement a pre-negotiated restructuring of its balance sheet.  The financial restructuring significantly increases Pliant’s free cash flow, reduces debt and interest expense, and eliminates all existing mandatory redeemable preferred equity through an exchange with holders of the company’s 13% Senior Subordinated Notes, Series A and Series B Preferred stock, and Common stock.  A key provision of Pliant’s Plan of Reorganization provides for payment of all outstanding pre-petition trade vendor claims.

Additionally, the Company’s 1st Lien and 2nd Lien Senior Secured Notes have been reinstated in accordance with their terms, the interest rate on the 1st Lien Senior Secured Notes has been increased by 0.225% per annum, and holders of the 2nd Lien Senior Secured notes will be entitled to receive payment of accrued but unpaid interest through March 1, 2006 (including interest on interest through July 25, 2006) and a cash consent fee.  The record date for such payments to holders of 2nd Lien Senior Secured notes is July 24, 2006.

Pliant will now continue its normal business outside the confines of the U.S. Bankruptcy Code.  The company is able to commence making payments and distributions to creditors with validated claims under the terms of the confirmed Plan.

Harold Bevis, President and CEO said, “Today marks a successful completion of an important process.  I am pleased we have now accomplished our objective of improving Pliant’s balance sheet and cash flow, to enable us to continue executing our business plan and investing in our business on a sustained basis.  From the start, our goal has been to get in-and-out of Chapter 11 as quickly as possible, to minimize the cost of the process and the impact on our company.  I am proud to say that throughout the process, Pliant was able to continue its operations on an uninterrupted basis, and never needed to use the $70 million DIP credit facility.  We are all excited about Pliant’s future, and look forward to continue providing our customers with value-added products, superior service, and leading-edge innovation programs.  Thank you to all of our loyal employees, vendors, and customers for

supporting the company during this time period.  We believe Pliant’s future has never been brighter.”

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:  All information set forth in this news release, except historical and factual information, represents forward-looking statements.  This includes all statements about the company’s plans, beliefs, estimates, and expectations.  Actual results may differ from these forward-looking statements due to numerous factors beyond our control.  Those factors include, but are not limited to, our ability to successfully execute our business plan, as well as other factors discussed in more detail in our Annual Report on Form 10-K for 2005 and in subsequent filings with the Securities and Exchange Commission.  Any forward-looking statements should be considered in light of these factors.

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 23 manufacturing and research and development facilities around the world and employs approximately 2,940 people.

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Contact:
Steve Auburn
Vice President and General Counsel
steve.auburn@pliantcorp.com
847-969-3319