Filed by Graphic Packaging International Corporation
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Graphic Packaging International
Corporation
Commission File No. 333-104928
(GPC Logo)
NEWS RELEASE
Graphic Packaging Corporation
4455 Table Mountain Drive Contact:
Golden, Colorado 80403 Gardner Edgarton
Telephone: 303-215-4600 Tel: 303-215-4619
Fax: 303-273-1571 edgartong@graphicpkg.com
www.graphicpackaging.com
Graphic Packaging Sets August 7, 2003 for Special Meeting of
Shareholders to Vote on Merger with Riverwood
Golden, Colorado, July 18, 2003 - Graphic Packaging International
Corporation (NYSE:GPK) announced today that it will hold a
special meeting for its shareholders on August 7, 2003 to
consider and vote on the proposed merger with Riverwood Holding.
The meeting will be held at 9:00 am MDT at the Company's
headquarters, 4455 Table Mountain Drive in Golden, Colorado.
Shareholders of record on July 18, 2003 will be entitled to vote
at this special meeting.
The company also announced that the Securities and Exchange
Commission has declared Riverwood's registration statement on
Form S-4 effective July 17, 2003. The Riverwood registration
statement includes Graphic Packaging's proxy statement that the
Company is mailing to shareholders on July 18, 2003.
As previously announced, Graphic Packaging International
Corporation and Riverwood Holding have proposed to merge the two
entities to create Graphic Packaging Corporation, a leading
global paperboard packaging company with annual revenues of
approximately $2.3 billion.
About Graphic Packaging International Corporation
Graphic Packaging International Corporation, with 2002 revenues
of approximately $1.1 billion, is North America's leading folding
carton packaging supplier to the food, beverage and other
consumable products markets. The company's customers include
some of the most instantly recognized companies in the world.
Graphic Packaging operates one large recycled paperboard mill and
19 modern converting facilities as well as three research and
design centers located throughout the nation. The company holds
over 150 U.S. patents for its printing and package converting
processes. Additional information about the company can be found
at www.graphicpkg.com.
Forward Looking Statements
It should be noted that this announcement contains certain
statements that may be deemed to be "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements include,
without limitation, statements regarding the consummation of the
proposed merger, its effect on future earnings, or the enterprise
value, cash flow or other operating results, any other effect or
benefit of the proposed merger, the expected timing of the
completion of the merger, market prospects, and any other
statements that are not historical facts. Riverwood and Graphic
Packaging strongly encourage readers to note that some or all of
the assumptions upon which such forward-looking statements are
based are beyond its ability to control or estimate precisely,
and are subject to known and unknown risks and uncertainties.
Such risks and uncertainties include, but are not limited to,
costs and difficulties related to the integration of the
businesses, costs, delays and other difficulties related to the
proposed merger, the ability to provide low cost, high quality
products and to become a single source supplier, the ability to
satisfy the closing conditions of the proposed merger, general
economic conditions in the United States and globally, actions by
customers and other third parties, price fluctuations in raw
materials and energy costs, and other factors detailed in
Riverwood's and Graphic Packaging's filings with the Securities
and Exchange Commission (the "SEC"), which are available free of
charge on the SEC's website at www.sec.gov. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated. Riverwood and Graphic Packaging undertake
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information
In connection with the proposed transaction, on July 17, 2003,
Riverwood filed an amendment to its Registration Statement on
Form S-4 (registration no. 333-104928) with the SEC containing a
definitive proxy statement/prospectus of Graphic Packaging and
Riverwood and other relevant documents. The proxy
statement/prospectus was mailed to shareholders of Graphic
Packaging on or about July 18, 2003. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ON
THE PROPOSED TRANSACTION. Investors may obtain the proxy
statement/prospectus and other relevant documents filed with the
SEC free of charge at the SEC's website at www.sec.gov. In
addition, copies of the proxy statement/prospectus and other
documents filed by Graphic Packaging or Riverwood with the SEC
with respect to the proposed transaction may be obtained free of
charge by directing a request to either: Graphic Packaging
International Corporation, 4455 Table Mountain Drive, Golden,
Colorado 80403, Attention: Gardner Edgarton, telephone: 1-877-608-
2635, fax: 1-303-273-1571; or Riverwood International
Corporation, 814 Livingston Court, Marietta, Georgia 30067,
Attention: Dan Blount, telephone: 1-770-644-3000, fax: 1-770-644-
2935.
Participants in Solicitation
Graphic Packaging and Riverwood and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Graphic Packaging's shareholders in
connection with the proposed transaction. Information concerning
Graphic Packaging's directors and executive officers is set forth
in Graphic Packaging's proxy statement dated March 31, 2003, for
the 2003 Annual Meeting of Shareholders, filed by Graphic
Packaging with the SEC. Information concerning Riverwood's
directors and executive officers is set forth in the annual
report on Form 10-K for the year ended December 31, 2002 filed by
Riverwood with the SEC. Shareholders may obtain additional
information regarding the interests of such persons who may,
under the rules of the SEC, be considered to be participants in
the solicitation of Graphic Packaging's stockholders in
connection with the proposed transaction by reading the proxy
statement/prospectus. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CAREFULLY
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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