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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GRAPHIC PACKAGING CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
388688 10 3
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(CUSIP Number)
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 2007
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1 (g), check
the following box. This box should not be checked off.
(Continued on following pages)
(Page 1 of 8 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
NOTES).
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CUSIP No. 388688 10 3 Schedule 13D Page 2 of 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EXOR Group S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 34,222,500 Shares (see Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 34,222,500 Shares (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,222,500 Shares (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.06% (1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Based on 200,625,243 shares outstanding as of the close of business on
March 19, 2007.
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CUSIP No. 388688 10 3 Schedule 13D Page 3 of 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Instituto Finanziario Industriale S.p.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 388688 10 3 Schedule 13D Page 4 of 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Giovanni Agnelli e C. S.a.p.az.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
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NUMBER OF 7 SOLE VOTING POWER
SHARES 34,222,500 Shares (see Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 34,222,500 Shares (see Item 5)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,222,500 Shares (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.06% (1)
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14 TYPE OF REPORTING PERSON*
PN
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(1) Based on 200,625,243 shares outstanding as of the close of business on
March 19, 2007.
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CUSIP No. 388688 10 3 Schedule 13D Page 5 of 8
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ITEM 1. SECURITY AND COMPANY.
This Amendment No. 1 to Schedule 13D hereby amends and supplements the
statement of beneficial ownership on Schedule 13D initially filed by EXOR Group
S.A., Instituto Finanziario Industriale S.p.A. and Giovanni Agnelli e C.
S.a.p.az. on November 4, 2003 (the "Initial Statement"), relating to the common
stock, par value $0.01 per share of Graphic Packaging Corporation, a Delaware
corporation (the "Company"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Initial Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety to read as follows:
This Statement is being filed by: (i) EXOR Group S.A. ("EXOR"); and (ii)
Giovanni Agnelli e C. S.a.p.az. ("GA", and together with EXOR, the "Reporting
Persons").
EXOR is a corporation organized under the laws of Luxembourg. The address of
its principal business and principal office is 22-24 Boulevard Royal, L-2449
Luxembourg. The present principal business activity of EXOR is to invest and
hold participations in selected industries through substantial direct or
indirect equity participations in companies that have a leading position in
their respective industries. EXOR is deemed to be controlled, for purposes of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by GA. As
a result of a reorganization of the Agnelli group, EXOR is no longer deemed to
be controlled, for purposes of the Exchange Act, by Instituto Finanziario
Industriale ("IFI"). Accordingly, IFI is no longer a Reporting Person.
GA is an Italian limited partnership represented by shares. The present
principal business activity of GA is to ensure the cohesion and continuity of
the management of its controlling interest in EXOR and IFI. The address of GA's
principal business and principal office is via del Carmine 10, presso Simon
fiduciaria S.p.a., 10122 Turin, Italy. GA is deemed to be controlled, for
purposes of the Exchange Act, by its General Partners, Messrs. Tiberto
Brandolini d'Adda, Gianluigi Gabetti, John Philip Elkann and Alessandro
Giovanni Nasi.
Attached as Schedule A hereto and incorporated by reference herein is a list of
(i) all executive officers and directors of each Reporting Person which is a
corporation, (ii) all general partners of each Reporting Person which is a
partnership, (iii) all persons controlling any of the foregoing (to the extent
not provided herein) and (iv) all executive officers and directors of any
corporations ultimately in control of any of the foregoing. Such Schedule A
also sets forth the address, principal occupation or employment and, with
respect to natural persons, citizenship of each person listed thereon.
During the past five years, none of the Reporting Persons (or, to the knowledge
of the Reporting Persons, any of the persons listed on Schedule A hereto) has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or have been parties to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 4. PURPOSE OF TRANSACTIONS.
Item 4 is amended and supplemented by adding the following:
On July 9, 2007, the Company entered into a Transaction Agreement and Agreement
and Plan of Merger ("Transaction Agreement") by and among the Company,
Bluegrass Container Holdings, LLC, a Delaware limited liability company
("BCH"), TPG Bluegrass IV, L.P., a Delaware limited partnership ("TPG IV"), TPG
Bluegrass IV-AIV 2, L.P., a Delaware limited partnership ("TPG IV-AIV"), TPG
Bluegrass V, L.P., a Delaware limited partnership ("TPG V"), TPG Bluegrass
V-AIV 2, L.P., a Delaware limited partnership ("TPG V-AIV"), Field Holdings,
Inc., a Delaware corporation ("Field Holdings"), TPG FOF V-A, L.P., a Delaware
limited partnership ("FOF V-A"), TPG FOF V-B, L.P., a Delaware limited
partnership ("FOF V-B"), BCH Management, LLC, a Delaware limited liability
company (together with Field Holdings, TPG IV, TPG IV-AIV, TPG V, TPG V-AIV,
FOF V-A, FOF V-B and any transferee of their interests in BCH, the "Sellers"),
New Giant Corporation, a Delaware corporation and wholly-owned subsidiary of
the Company ("Newco"), and Giant Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Newco ("Merger Sub"). According to the Company's
Current Report on Form 8-K, filed by the Company with the Securities and
Exchange Commission on July 11, 2007 (the "Company Form 8-K"), the Transaction
Agreement provides for the combination of the Company and Altivity
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CUSIP No. 388688 10 3 Schedule 13D Page 6 of 8
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Packaging, LLC, a wholly-owned subsidiary of BCH, under the terms described in
the Company Form 8-K and in the Transaction Agreement attached thereto.
According to the Company Form 8-K, under the terms of the Transaction
Agreement, Merger Sub will be merged with and into the Company (the "Altivity
Merger"), and the Company will become a wholly-owned subsidiary of Newco.
According to the Company Form 8-K, as a result of the Altivity Merger, each
issued and outstanding share of the Company's common stock will be converted
into the right to receive one newly issued share of Newco common stock.
According to the Company Form 8-K, the Transaction Agreement also provides for
each Seller to exchange BCH equity interests owned by each Seller for newly
issued shares of Newco common stock (the "Exchange," and together with the
Altivity Merger, the "Transaction"). According to the Company Form 8-K, Newco
will issue an aggregate of 139,445,038 shares of Newco common stock in the
Exchange to the Sellers for all of the equity interests of BCH. The total
number of shares of Newco common stock issued to Sellers is expected to
constitute 40.61% of the total number of shares of Newco common stock on a
fully diluted basis, and the total number of shares of Newco common stock
issued to the Company's stockholders is expected to constitute 59.39% of the
total number of shares of Newco common stock on a fully diluted basis.
According to the Company Form 8-K, the affirmative vote of a majority of the
issued and outstanding shares of Company common stock is required to approve
the Altivity Merger, and under the terms of the Transaction Agreement, the
Company is required to call a meeting of the stockholders of the Company to
vote on the approval of the Altivity Merger as promptly as reasonably
practicable.
Concurrent with the execution of the Transaction Agreement, EXOR and certain
other stockholders of the Company together representing approximately 65% of
the issued and outstanding shares of the Company have entered into a voting
agreement (the "Voting Agreement") with BCH and the Company pursuant to which
such stockholders agreed, among other things, to vote their shares of Company
common stock (i) in favor of the adoption of the Transaction Agreement and the
Altivity Merger; (ii) against any action that is in opposition to Altivity
Merger or the obligations of the Company under the Transaction Agreement; and
(iii) against any alternative business combination transaction and against any
other action that would reasonably be expected to adversely affect the Altivity
Merger or the other transactions contemplated by the Transaction Agreement. In
the event that the Company's Board of Directors changes its recommendation that
stockholders vote in favor of the Altivity Merger in respect of a superior
proposal for an alternative business combination transaction, then the
stockholders subject to the Voting Agreement have agreed to vote 32% of the
total number of outstanding shares of the Company's common stock in favor of
the Altivity Merger. In addition, each stockholder subject to the Voting
Agreement has agreed to vote its remaining shares in a manner that is
proportionate to the manner in which all other issued and outstanding shares of
the Company's common stock not subject to the Voting Agreement are voted. The
Voting Agreement will terminate: (i) upon the closing of the Transactions; (ii)
upon termination of the Transaction Agreement in accordance with its terms; or
(iii) if the parties agree to any amendment or change to the Transaction
Agreement that changes the form or reduces the amount of consideration to be
paid in the Altivity Merger. The foregoing summary of the Voting Agreement is
qualified in its entirety by reference to the text of the Voting Agreement,
which is attached hereto as Exhibit 8 and incorporated herein by reference.
In connection with the Transaction, Newco entered into a stockholders agreement
with certain Coors family stockholders, Clayton, Dublier & Rice Fund V Limited
Partnership, EXOR and certain Sellers, which will become effective upon the
closing of the Transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Item 6 is hereby amended and supplemented by incorporating by reference the
information set forth in Item 4 of this Amendment No. 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 4 is hereby amended and supplemented by adding the following:
EXHIBIT DESCRIPTION
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8 Voting Agreement dated as of July 9, 2007, by and among BCH,
the persons listed on the signature pages thereto as a
Family Stockholder, Clayton, Dubilier & Rice Fund Limited
Partnership, EXOR Group S.A., and, solely for the purposes
of Section 5.2 thereof, the Company (incorporated herein by
reference to Exhibit 10.1 to Graphic Packaging Corporation's
Current Report on Form 8-K, filed on July 11, 2007).
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CUSIP No. 388688 10 3 Schedule 13D Page 7 of 8
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 19, 2007
EXOR GROUP S.A.
By: *
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Name: Peter J. Rothenberg
Title: Attorney-in-Fact
INSTITUTO FINANZIARIO INDUSTRIALE S.p.A
By: *
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Name: Peter J. Rothenberg
Title: Attorney-in-Fact
GIOVANNI AGNELLI E C. S.a.p.az
By: *
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Name: Peter J. Rothenberg
Title: Attorney-in-Fact
/s/ Peter J. Rothenberg
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* Peter J. Rothenberg
Attorney-in-Fact
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CUSIP No. 388688 10 3 Schedule 13D Page 8 of 8
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SCHEDULE A
Name Address Position Held With Present Principal Citizenship
GA and/or EXOR Occupation or Employment
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John Philip Elkann Corso Matteotti 26, Deputy Chairman and Chairman of IFI, Deputy Italy
10121 Turin, Italy General Partner of Chairman and General
GA, Director of EXOR
Partner of GA, Director
of EXOR, Deputy
Chairman of Fiat and
IFIL, Director of RCS
Mediagroup , Banca
Leonardo
Virgilio Marrone Corso Matteotti 26, Director of EXOR CEO and General Manager of Italy
10121 Turin, Italy IFI, Director of EXOR and
Fiat, Member of the Control
Board of Intesa Sanpaolo
Tiberto Brandolini 22-24 Blvd. Royal Deputy Chairman, Deputy Chairman, Managing Italy
d'Adda L-2449 Luxembourg Managing Director and Director and Director of
Director of EXOR, EXOR, President of Sequana,
General Partner of GA General Partner of GA,
Director of IFI, Fiat,
Vittoria Assicurazioni and
SGS SA
Gianluigi Gabetti Corso Matteotti 26, Chairman and General Chairman and General Italy
10121 Turin, Italy Partner of GA, Partner of GA, Director of
Chairman of EXOR IFI, Chairman of EXOR, IFIL
and Fiat USA
Franzo Grande Stevens Corso Matteotti 26, Director of EXOR Director of IFI, EXOR, Italy
10121 Turin, Italy IFIL, Pininfarina, RCS
Mediagroup, Pictet Int.
Capital Management, SEI SpA
Alessandro Nasi Corso Matteotti 26, General Partner of GA General Partner of GA Italy
10121 Turin, Italy
Jacques Loesch 4, Rue Carlo Hemmer Director of EXOR Director of EXOR Luxembourg
L-1734 Luxembourg
Pierre Martinet 19, Ave. Montaigne Secretary of EXOR CEO of Sequana Capital France
75008 Paris