1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2001 RIVERWOOD HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 1-11113 58-2205241 ------------------------------- ---------------------- ------------------- (State or other jurisdiction of Commission File Number (I.R.S. Employer Incorporation or organization) Identification No.) 1105 North Market Street Suite 1300 Wilmington, Delaware 19801 (Address of principal executive offices) (Zip Code) c/o Riverwood International Corporation (770) 644-3000 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. Riverwood International Corporation, an indirect subsidiary of Riverwood Holding, Inc, today announced its intention to issue $250 million of 10 5/8% Senior Notes Due August 2007, as a separate new issue. The offering is expected to close in June. The closing is dependent upon, among other things, certain amendments to the Company's senior secured credit agreement. The net proceeds of the offering will be applied to repay borrowings under the Company's senior secured credit agreement. The Notes will be guaranteed by Riverwood Holding, Inc. and RIC Holding, Inc. (the parent company of Riverwood International Corporation). The Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended. 3 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 thereunto duly authorized. RIVERWOOD HOLDING, INC. (Registrant) Date: June 6, 2001 By: /s/ Edward W. Stroetz Jr. -------------------------------------------- Edward W. Stroetz Jr. Secretary Date: June 6, 2001 By: /s/ Daniel J. Blount -------------------------------------------- Daniel J. Blount Senior Vice President and Chief Financial Officer