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):
April 29, 2008

PLIANT CORPORATION
(Exact name of company as specified in its charter)

Delaware	333-40067	43-2107725
(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)

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 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

On April 23, 2008 the Board of Directors of Pliant Corporation (the “Company”) approved the $15 Million Cost Reduction Program & $80 Million Debt Reduction Program (the “Program”), designed to modernize equipment, improve efficiencies and reduce operating costs. The Program, which is expected to be substantially completed by July 31, 2009, will include a net reduction in employment of approximately 85 production and non-production employees and the closing of four plants located in Harrington, Delaware; South Deerfield, Massachusetts; Dalton, Georgia and Newport News, Virginia. Through the approval of its Board of Directors, the Company committed to the Program on April 23, 2008.

The Company estimates approximately 25% of the approximately $34.7 million of cash expenditures it will incur in connection with the Program will result in incremental cash expenditures.  The Company will incur a total of approximately $58.2 million of expense in connection with the Program.

The expenses associated with the Program include the following:

Type of Cost	Estimate
	(in millions)
Asset Impairments	$	23.5
Infrastructure and relocation capital expenditures	$	19.6
Termination benefits and other plan implementation costs	$	15.1
Total Estimate	$	58.2

ITEM 2.06 MATERIAL IMPAIRMENTS.

See the discussion above under “Item 2.05 Costs Associated with Exit or Disposal Activities.”

ITEM 8.01. OTHER EVENTS.

On April 29, 2008, the Company issued a press release regarding the Program and the Company’s continued modernization, cost reduction and debt reduction plans.  A copy of the press release is attached hereto at Exhibit 99.1, and its contents are incorporated herein by reference thereto.

As Exhibit 99.1 includes certain non-GAAP financial information, the information required by Regulation G under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to these amounts is included on Exhibit 99.2 to this Report, which is incorporated in this Item 8.01 by reference thereto.

The information in this Item 8.01 of Form 8-K (including Exhibits 99.1 and 99.2) is “furnished” and not “filed” for the purposes of Section 18 of 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.

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Cautionary Statement for Forward-Looking Information

Any disclosures in this release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Exchange Act.  These forward-looking statements are subject to risks and uncertainties and are subject to change based upon a variety of factors that could cause actual results to differ materially from those we currently anticipate. Factors that could have a material and adverse impact on actual results are identified in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2008 and in the reports and documents the Company files from time to time with the SEC. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.

ITEM 9.01. EXHIBITS

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 29, 2008
99.2	Pliant Corporation Reconciliation of income from continuing operations before income taxes and EBITDA(R) or Segment Profit

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: April 29, 2008	By: /s/ Stephen T. Auburn
	Stephen T. Auburn
	Vice President, General Counseland Secretary

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EX-99.1

Exhibit 99.1

April 29, 2008

FOR IMMEDIATE RELEASE

PLIANT CONTINUES ITS SUCCESSFUL MODERNIZATION,

COST REDUCTION & DEBT REDUCTION PLANS

Schaumburg, IL — Pliant Corporation announced the next steps in its on-going improvement plans. These changes will lower its financial leverage to the lowest in its corporate history. Pro-forma financial leverage will be 6.5x as a result of the action.

Equipment Modernization & Capability Advancement

·Over the last four years, Pliant has modernized over 700 million pounds of its capacity, resulting in the following enhanced capabilities to offer its customers

·Films made with recycled plastic content

·Films that are degradable

·Films with extremely precise gauge control

·Films that deliver lowest material content per square meter

·Retail and Foodservice cutter boxes

·Films with extremely precise coefficient-of-friction (COF) control

·Films printed in-line

·Films with extruded colors

·Films with state-of-the-art off-line 8 and 10 color flexographic and rotogravure process

·State-of-the-art bag production

·State-of-the-art pouch production

·Film-to-film laminations, including microwaveable cook-in-package films

·Multi-layer films to provide improved barrier, shrink, and optical properties

·Coating, plasma deposition and steam chambers to deliver superior film attributes and performance

·A full service, in-house graphics center with state-of-the-art technology including direct-to-plate graphics capability

·This program has been implemented one step at a time and the next round is being announced today

·100 million pounds of capacity will be upgraded, modernized and reinstalled in lower cost plant locations

·State of the art upgrades include: faster throughput speeds, improved gauge control, enhanced inspection systems, flexible die designs and expanded material blending characteristics

Medical Products Center of Excellence Created

·The company is consolidating its successful medical packaging business

·This $50 million business is growing fast, and this consolidation will position the company as a full service provider of formable device packages as well as gown, drape, and cover film and composites

Low Cost Plant Network

·Over the last five years, Pliant has consolidated 7 of its highest cost locations or approximately 25%, to improve operating scale and reduce fixed costs

·The next set of locations being consolidated as part of this modernization plan

·Deerfield, MA

·Dalton, GA

·Harrington, DE

·Newport News, VA

·This effectively completes the company’s current consolidation plans. Pliant is already an industry leader in Lean Manufacturing, systematic improvements in material flexibility, inventory management techniques, and continuous improvement in operational cost modeling.  The consolidation of facilities will accelerate the pace of inventory reductions through improved vertical integration of value-added products within the converting plants, in addition to the natural benefits of raw material and finished goods being produced in fewer locations.

·Additionally, the company is in active discussions to implement new production locations in the Middle East and Eastern Europe to support its fast growth in those geographies

Profit Rate Improvement

·Over the last 4 years, Pliant has closed its profit rate gap versus the industry median profit rate

Historical EBITDA Margins with

Pro-Forma Restructuring Benefit

	2004		2005		2006		2007
Median	13.7	%	11.4	%	9.5	%	9.9	%
Pliant	9.8	%	8.6	%	9.0	%	8.8	%
Pliant pro-forma							10.2	%

·These actions will put Pliant’s pro-forma profit rate above the industry median for the first time

$80 Million Debt Reduction and Will Reduce Leverage to 6.5x

·Pliant’s maintenance capex and working capital requirements will be reduced as a result of these manufacturing footprint optimization actions

·Additionally, the Company will take the opportunity to sale-leaseback some of its facilities and/or equipment and is working with the Staubach Corporation to accomplish this

·The Company will be able to reduce its debt by $80 million over the next 14 months

·This will immediately deleverage the Company and increase shareholder value

·The Company’s pro-forma leverage will be 6.5x after completion of these improvements

·This is the lowest leverage since the Company’s inception in June 2000

Pliant Leverage Trend

2000 — 2009

	Leverage
2000	7.4
2001	7.5
2002	10.7
2003	11.3
2004	13.6
2005	10.7
2006	7.1
2007	7.8
6/30/2009	6.5

Summary

·These actions will reduce Pliant’s cost structure by an incremental $15 million pro-forma.

·A significant amount of pre-planning costs, line cross-qualifications, capacity planning, and site preparation was completed in the fourth quarter of 2007 and the first quarter of 2008 to insure both a well funded and seamless transition for our valued customers.

·Once completed, every operating complex in the Pliant network will have been modernized within the past five years.

These actions will significantly increase Pliant’s competitiveness across its product and geographic reach and accelerate its growth prospects in key focus areas. Additionally, this is an important step forward in the company’s debt reduction programs, which will reduce projected leverage to 6.5 turns.  This rate will be the lowest leverage in Pliant’s history.  This improvement in our credit profile will have a positive impact as we refinance our bonds.  These changes will also maintain Pliant’s cash flow to retain our core philosophy of continuous investment in our people, products, and processes to deliver industry leading solutions to our customers.

Cautionary Statement for Forward-Looking Information

Any disclosures in this release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to risks and uncertainties and are subject to change based upon a variety of factors that could cause actual results to differ materially from those we currently anticipate. Factors that could have a material and adverse impact on actual results are identified in Pliant’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange

Commission (the “SEC”) on March 19, 2008 and in the reports and documents Pliant files from time to time with the SEC. Pliant undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.

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 21 manufacturing and research and development facilities around the world, and employs approximately 2,900 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

PLIANT CORPORATION

Reconciliation of income from continuing operations before income taxes

and EBITDA(R) or Segment Profit

	12 Months Ended
Amounts in $ millions	December 31, 2007
Loss from continuing operations before income taxes	$	(15.1	)
Add(deduct)
Depreciation and amortization	44.9
Interest	87.2
Restructuring and other costs	2.2
Reorganization and other costs	9.9
Gain on extinquishment of debt	(32.5		)
Segment profit	96.6
Plant closing cost savings	8.9
Reduction in workforce cost savings	6.3
Proforma EBITDAR	$	111.8