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 16, 2007

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:

o            Written communications pursuant to Rule 425 under the Securities Act

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

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

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

ITEM 7.01.   REGULATION FD DISCLOSURE.

As previously announced, we will hold a conference call to discuss our operating results for the three months ended March 31, 2007 and to answer questions about the business. The call will take place at 2:00 p.m. Eastern Standard Time on May 16, 2007. Our press release containing information on how to access the conference call is set forth as Exhibit 99.1 to this Report.

As part of the conference call, Harold Bevis, President and Chief Executive Officer of Pliant, will read from a press release to Pliant’s customers, investors and employees regarding the company’s business and first quarter earnings and present additional explanatory materials.  This press release is set forth as Exhibit 99.2 to this Report and the additional materials are set forth as Exhibit 99.3.

In addition to the financial results reported in our Form 10-Q, the press release includes, and our management will discuss, certain non-GAAP financial information related to the three months ended March 31, 2007, including quarterly segment profit amounts.  The information required by Regulation G under the Securities Exchange Act of 1934 with respect to these amounts is included on Exhibit 99.4 to this Report.

The information in this Item 7.01 of Form 8-K (including Exhibits 99.2 and 99.3) is “furnished” and not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01.   FINANCIAL STATEMENT AND EXHIBITS

(d)            Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 1, 2007
99.2	Press Release dated May 16, 2007
99.3	First Quarter 2007 Business Update
99.4	Pliant Corporation Reconciliation of Loss from Continuing Operations Before Income Taxes and EBITDA(R)/Segment Profit

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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.

	PLIANT CORPORATION
Date: May 16, 2007	By:	/s/ Joseph Kwederis
		Joseph Kwederis
		Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

May 1, 2007

FOR IMMEDIATE RELEASE

Pliant Corporation to hold conference call

First Quarter 2007 Financial Results

SCHAUMBURG, IL - - Harold Bevis, President and CEO of Pliant Corporation, announced today that the Company will host a conference call and webcast to discuss the Company’s First Quarter 2007 operating results and to answer questions about the business. The call will take place at 2:00 p.m. Eastern Time on Wednesday, May 16, 2007.

Participants in the United States can access the conference call by calling 888-324-0789, using the access code Pliant, or internationally by calling 773-681-5826 and using the same access code (Pliant). Participants are encouraged to dial-in at least ten minutes prior to the start of the teleconference.

Net Conferencing will also be available for viewing a PowerPoint presentation.  For access to the net conference, utilize the call-in numbers above, together with the following information:

URL:  https://e-meetings.mci.com/nc/join/

Conference Number:  PA7140627

Audience Passcode:  PLIANT

Following the call’s completion, an audio web replay will be available on the company’s website:  www.pliantcorp.com.

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 20 manufacturing and research and development facilities around the world, and employs over 3,000 people.

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CONTACT:

Stephen T. Auburn

Vice President and General Counsel

Steve.auburn@pliantcorp.com

Phone: 847-969-3319

Company Web Site: www.pliantcorp.com

EX-99.2

Exhibit 99.2

May 16, 2007

FOR IMMEDIATE RELEASE

Pliant Accelerates Growth Capacity and Operational Restructuring Programs

Schaumburg, IL – Pliant Corporation today released its results for the 1^st quarter of 2007.

Growth Capacity and Operational Restructuring Program Accelerated

The company significantly accelerated its operational and growth capacity modernization and repositioning program in the first quarter of 2007. The company created the necessary bridge capacity to launch its first large-plant consolidation in five years — the consolidation of its Langley, British Columbia plant. The equipment that is being relocated out of this plant — extrusion lines, printing presses and bag machines – will be modernized and then reinstalled into other Pliant facilities in the second half of 2007 thus permanently reducing Pliant’s operational costs. This equipment will be reloaded with volume gained through the company’s focused growth programs.

This capital intensive program is directly attributable to its new capital structure. The company intends to modernize and consolidate one or two plants per year for the next several years. The timing of these actions is 100% dependent on having the necessary bridge capacity available in the receiving plants as all of its current plants are large operations and operating at high utilization rates.

First quarter 2007 sales volume was about 2% to 2.5% below prior year sales volume, taking into account down-gauging. However, the company’s net delta (net sales minus material and waste costs) improved in excess of 2% per pound in the same period which enabled gross profits to remain essentially flat quarter-to-quarter at $34.4 million. The company continued its successful programs in waste reduction and achieved a 4.1% net waste rate. Additionally, the company continued to reorient its commercial activities towards differentiated packaging solutions, and to align its contracts and pricing actions more closely to resin cost changes. The company had several customer wins and several new product launches in the quarter that will increase run-rates throughout 2007 and continue to diversify the product mix on its newly refurbished and repositioned capacity.

EBITDA(R) for the first quarter of 2007 was $23.7 million, slightly less than last year’s first quarter of $24.1 million as a result of slightly lower volume performance. EBITDA(R) in the fourth quarter will benefit from the $4+ million of annual savings resulting from this modernization and repositioning project and volume growth will increase when this capacity comes back on line in the second half of 2007.

Sales Growth and Innovation Programs

Pliant has leadership positions in each of its core markets and is focusing its efforts more than ever. The company has revamped its marketing programs and has focused its growth activities around 17 major programs. These programs are in various stages but several programs are showing solid success in 2007. These include:

•Stratos™ high-yield stretch film

•BullsEye™ printed shrink film

•Blockade™ patent pending agricultural film

•SteamQuick™ patent pending microwave-in-the-bag food packaging

•FreshView™ windowed bakery bags

Skilled and Motivated Workforce

The key differentiators for Pliant are our people and our partners. We have over 3,000 employees committed to delivering high-quality, high-value products every day. Led by a team of 10 of the best executives in the industry, we are firmly committed to industry leadership.

Full Year Update

The company is reconfirming its guidance of $110 to $114 million of EBITDA(R) for 2007 and will continue to improve its net liquidity year-over-year. The company will continue to gate its major programs to be in concert with overall cashflow and liquidity improvement objectives. All actions to this end are on or ahead of plan.

Conclusion

Harold Bevis, President and CEO of Pliant Corporation said, “We are excited to be underway with our first big plant consolidation and equipment repositioning program in five years. We have solid momentum on our growth and cost programs. We remain firmly committed to our strategically sound business plan built upon focused sales growth, continuous cost reduction and innovation.”

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that is based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. These forward-looking statements are not historical facts but instead represent only expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause actual results to be materially different. These factors include, but are not limited to, the following:

•      general economic and business conditions, particularly an economic downturn;

•      continuing losses and charges against earnings resulting from restructurings or the impairment of assets;

•      industry trends;

•      risks of high leverage and any increases in our leverage;

•      interest rate increases;

•      changes in our ownership structure;

•      changes in the Company’s composition of operating segments;

•      raw material costs and availability, particularly resin;

•      the timing and extent to which we pass through resin cost changes to our customers;

•      the loss of any of our key suppliers;

•      changes in credit terms from our suppliers;

•      competition;

•      the loss of any of our major customers;

•      changes in demand for our products;

•      new technologies;

•      changes in distribution channels or competitive conditions in the markets or countries where we operate;

•      costs of integrating any future acquisitions;

•      loss of our intellectual property rights;

•      foreign currency fluctuations and devaluations and political instability in our foreign markets;

•      changes in our business strategy or development plans;

•      availability, terms and deployment of capital;

•      labor relations and work stoppages;

•      availability of qualified personnel;

•      increases in the cost of compliance with laws and regulations, including environmental laws and regulations; and

•      other risks and uncertainties listed or described from time to time in reports we periodically file with the SEC.

We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. But there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

Our risks are more specifically described in the “Risk Factors” of Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

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Pliant is a leading producer of value-added film and flexible packaging products for personal care, medical, food, industrial and agricultural markets. Pliant operates 20 manufacturing and research and development facilities around the world and employs over 3,000 people.

CONTACT:

Steve Auburn

Phone:  847-969-3319

Email:  Steve.Auburn@pliantcorp.com

Company Web Site:  www.pliantcorp.com

EX-99.3

Exhibit 99.3

First Quarter 2007 Business Update

Pliant’s Balanced Business Plan Solid Business Foundation Contractual Customer Relationships Diversified Resin Procurement Sustained Capital Investment Perfect Order and Product Quality Skilled and Motivated Workforce Solid Business Foundation Cost Reduction Growth Continuous Cost Reduction Operational Excellence Supply Chain Management Manufacturing “Super-Plants” Cycle Time Management Focused Growth Accretive Sales Mix Breakthrough Innovation Programs Grow With Winning Customers

Pliant’s Annual Capital Investment (2004 – 2007 Plan) Capital Investment ($ Million) $24M 45% 14% 41% $34M 60% 10% 30% $48M* 41% 37% 22% $60M 50% 30% 20% Growth & Innovation Cost Reduction Business Foundation *Includes $7M in capital leases $0 $10 $20 $30 $40 $50 $60 2004 2005 2006 2007 Plan

Pliant’s Leading Competitive Position 1+ billion pounds of capacity 180+ blown and cast extrusion lines PE, PP and PVC capabilities 3-, 5- and 7-layer co-extruded film 30+ printing presses 70+ bag machines 20 plants Two major technical centers 3,000+ employees Industry-Leading Asset Base One of Top 3 Competitors in Each Core Market Segment Personal Care Films Medical Films Printed Films Printed Bags Stretch Films Meat Wrap Films Boxed Food Wrap Bag-in-Box Food Films Agricultural Films Food & Beverage Converter Films

Pliant’s Key New Product Programs StratosTM: Continuing its technology leadership in the pallet wrapping market, Pliant has launched its next-generation, high-yield stretch film to meet growing market demand for package source reduction. BullsEyeTM: Strong market interest in case-pack merchandising as well as growing market demand for source reduction, Pliant’s market offering of printed shrink bundling film has been well received by the marketplace. BlockadeTM: Designed to replace metallized moisture control pesticide films, Pliant’s innovative patent pending barrier film designed for agriculture growing applications has exceeded growth targets. SteamQuickTM: Pliant’s new line of patent pending microwave-in-the-bag frozen food packaging has been selected by a large frozen vegetable producer. FreshViewTM: Pliant’s new “window” bag product that features multi-lane extrusion technology as a replacement for flood coat printing is already at phase 1 capacity. Machine FIlm Stratos TM FreshViewTM Blockade TM TM SteamQuick

Continuous Waste Improvement is a Core Pliant Operational Focus Gross and Net Waste Rate (%) 2003 11.9% 2004 10.6% 2005 10.1% 2006 9.6% 2007 1st Qtr 9.6% 2003 8.1% 2004 6.8% 2005 5.2% 2006 4.4% 2007 1st Qtr 4.1%

Pliant Income Statement Highlights Comparisons to 1st Qtr of 2006 Sales: 9.2% reduction from lower raw material prices coupled with 3.6% decrease on pounds sold including 1% to 1.5% impact from product down-gauging. Gross Margin: Flat to prior year as improved waste and cost programs offset lower volume. Net Delta (Sales minus Materials & Waste): Improved by 2.1% per pound year-over-year. SG&A: Up $0.7 payroll related, $0.5 legal and accounting fees, $0.3 promotional activities. R&D: Increased innovation & government contract programs. Restructuring : Reorganization of Canadian operations. Financial Reorganization Costs: Residual bankruptcy related fees in 2007 compared to $53.6 in fees and w/o in 2006. Other Operating Costs: Cost associated with issuance of Series M pursuant to company’s plan of reorganization. Interest Expense: Up $1.4 primarily due to increased capital leases. Dollars in Millions 1st Qtr 2007 1st Qtr 2006 NET SALES 260.4 $ 297.7 $ Cost of Sales 226.0 263.3 GROSS PROFIT 34.4 $ 34.4 $ Net Delta per Pound 0.591 $ 0.579 $ OPERATING EXPENSES : Selling,General, Administrative 19.5 18.1 Research and Development 3.1 2.3 Restructuring & Other Costs 1.4 - Reorganization Costs 0.2 53.6 Other Operating Costs 1.1 - Total Operating Expenses 25.3 $ 74.0 $ OPERATING INCOME/(LOSS) 9.1 $ (39.6) $ Interest - Current & LT Debt (21.2) (19.8) Interest - Redeemable Preferred - (0.3) Other Income / (Expenses) 0.4 0.1 (LOSS) BEFORE INCOME TAXES (11.7) $ (59.6) $ Income Tax Expense 0.7 1.2 NET (LOSS) (12.4) $ (60.8) $ Income Statement

Pliant Operating Segments Pliant has Four Operating Segments: Specialty Films Manufactures personal care films used in disposable diapers, feminine care products and adult incontinence products; medical films used in disposable drapes and gowns as well as protective packaging; and agricultural films used by fruit and vegetable growers and nursery operators. Printed Products Produces printed rollstock, bags and sheets used to package food and consumer goods for bakeries and fresh and frozen food processors; manufacturers of personal care products; and dry goods processors. Engineered Films Manufactures films that are key components used in packaging for end-use markets such as coffee, confections, snacks, fresh produce, lidding, and hot-filled liquids. These films provide specific performance characteristics such as moisture, oxygen, and odor barriers; ultraviolet protection; and desired sealant properties. Industrial Films Produces stretch films used to bundle, unitize, and protect palletized loads during shipping and storage and PVC films used by supermarkets, delis, and restaurants to wrap meat, cheese, and produce. PVC films are also produced in individual rolls for consumer household use and packaged in cartons, called cutter-boxes.

Pliant Operating Segment Highlights Comparisons to 1st Qtr of 2006 Engineered Films: Sales pounds sold down 7.5% and prices decreased by 12.3% principally due to raw material price reductions. Segment profit increased $0.7 as favorable waste & cost reductions more than offset volume decline. Industrial: Volume up 5.5% offsetting material related price reduction. Profits improved $0.7 from increased volume and better manufacturing costs. Specialty Films: Lower sales volume of 9.7% and 3.7% material related price. Volume decline partially offset by improved product mix. Printed Products: Trade pounds sold 6.2% less. Segment profit up as better manufacturing costs and product mix compensate for volume. 1st Qtr 1st Qtr 2007 2006 Dollars in Millions Engineered Films Net Sales 83.7 $ 103.2 $ Segment Profit 13.4 $ 12.7 $ Industrial Films Net Sales 73.2 $ 78.1 $ Segment Profit 8.2 $ 7.5 $ Specialty Films Net Sales 48.0 $ 55.2 $ Segment Profit 6.0 $ 7.1 $ Printed Products Net Sales 51.3 $ 59.1 $ Segment Profit 3.8 $ 3.5 $ Corporate/Other Net Sales 4.2 $ 2.1 $ Segment Profit (7.7) $ (6.7) $ Pliant Total Net Sales 260.4 $ 297.7 $ Segment Profit 23.7 $ 24.1 $ Operating Segments

Pliant Balance Sheet Highlights Highlights A/R: Lower sales revenues and improved DSO. Inventory: Up slightly on seasonal build. Prepaids & Taxes: Change in deferred taxes from re-classification. A/P: Steady improvement in vendor payment terms continues. Accrued Expenses: Annual payments of 2006 Incentive Plan of $6.8 and vendor rebates of $3.4 along with semi-annual bond payment of $13.9. New Series AA: Accretion for 1st Qtr. Net Liquidity: $56.9 at 5/11/07 (revolver availability + cash on hand). Dollars in Millions Mar 31 Dec 31 2007 2006 Current Assets Cash 7.1 $ 4.2 $ Accounts Receivable 127.2 140.5 Inventories 103.5 100.1 Prepaid Expenses & Deferred Taxes 16.5 22.0 TOTAL CURRENT ASSETS 254.3 $ 266.8 $ Plant, Property & Equipment, Net 306.8 304.4 Goodwill & Intangibles 84.1 84.7 Other Assets 21.0 21.9 TOTAL ASSETS 666.2 $ 677.8 $ Current Liabilities Current Portion of Long Term Debt 1.0 1.0 Trade Accounts Payable 82.9 81.2 Accrued Liabilities 40.5 61.9 TOTAL CURRENT LIABILITIES 124.4 $ 144.1 $ Long-Term Debt 761.2 736.7 Other Liabilities & Deferred taxes 56.1 60.7 TOTAL LIABILITIES 941.7 $ 941.5 $ Redeemable Preferred Series AA Stock 210.4 198.9 Common Stock - - Paid-In Capital 155.4 154.5 Accumulated Deficit (641.3) (617.1) TOTAL STOCKHOLDERS' DEFICIT (275.5) $ (263.7) $ TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT 666.2 $ 677.8 $ Balance Sheet

EX-99.4

Exhibit 99.4

	Three Months Ended			Three Months Ended
Amounts in $ millions	March 31, 2007			March 31, 2006
Loss from continuing operations before income taxes	$	(11.8	)	$	(59.6	)
Add back:
Depreciation and amortization	11.5			10.0
Interest	21.2			20.1
Restructuring and other costs	1.4			—
Financial restructuring	0.3			53.6
Other operating costs	1.1			—
EBITDA(R) Segment Profit	$	23.7		$	24.1