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): July 14, 2008
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-33704
(Commission File Number)
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20-8521842
(I.R.S. Employer
Identification Number) |
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100 Crescent Court, Suite 1200
Dallas, TX
(Address of principal
executive offices)
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75201
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(214) 615-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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The updated road show materials related to the previously-announced transaction contemplated by
that certain Equity Purchase Agreement, dated as of July 1, 2008, by and among Hicks Acquisition
Company I, Inc., a Delaware corporation (the “Company”), Graham Packaging Holdings Company, a
Pennsylvania limited partnership (“Graham Packaging”), and the other parties signatory thereto, to
be presented to certain existing and potential stockholders of the Company, are attached hereto as
Exhibit 99.1.
Additional Information About the Transaction and Where to Find It
In connection with the transaction, Graham Packaging will file with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 that will include a proxy statement of
the Company and that will constitute a prospectus of Graham Packaging. The Company will mail the
proxy statement/prospectus to its stockholders. Before making any voting decision, the Company
urges its investors and security holders to read the proxy statement/prospectus regarding the
transaction when it becomes available because it would contain important information. The Company’s
stockholders may obtain copies of all documents filed with the SEC regarding the transaction, free
of charge, at the SEC’s website (www.sec.gov) or by directing a request to the Company at 100
Crescent Court, Suite 1200, Dallas, Texas 75201 or by contacting the Company at (214) 615-2300.
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of
proxies to the Company’s stockholders with respect to the transaction. A list of the names of
those directors and officers and a description of their interests in the Company is contained in
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007, which was
filed with the SEC, and would also be contained in the Company’s proxy statement regarding the
transaction when it becomes available. The Company’s stockholders may obtain additional information
about the interests of the directors and officers of the Company in the transaction by reading the
Company’s proxy statement and other materials to be filed with the SEC regarding the transaction
when such information becomes available.
Information Concerning Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. Forward-looking statements in this report
include matters that involve known and unknown risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or achievements to differ materially from
results expressed or implied by this report. Such risk factors include, among others: uncertainties
as to the timing of the transaction; approval of the transaction by the Company’s stockholders; the
satisfaction of closing conditions to the transaction, including the receipt of regulatory
approvals; costs related to the transaction; the competitive environment in the industry in which
Graham Packaging operates; the diversion of management time on transaction-related issues; general
economic conditions such as inflation or recession; Graham Packaging’s ability to maintain margins
due to future increases in commodity prices; Graham Packaging’s loss of large customers; operating
Graham Packaging as a public company; Graham Packaging’s continuing net losses; the terms of Graham
Packaging’s debt instruments, which restrict the manner in which Graham Packaging conducts its
business and may limit Graham Packaging’s ability to implement elements of its business strategy;
Graham Packaging’s indebtedness, which could adversely affect Graham Packaging’s cash flow; that
despite Graham Packaging’s current levels of indebtedness, Graham Packaging may incur additional
debt in the future, which could increase the risks associated with Graham Packaging’s leverage;
Graham Packaging’s recovery of the carrying value of its assets; Graham Packaging’s exposure to
fluctuations in resin prices and its dependence on resin supplies; risks associated with Graham
Packaging’s international operations; Graham Packaging’s dependence on significant customers and
the risk that customers will not purchase Graham Packaging’s products in the amounts expected by
Graham Packaging under their requirements contracts; that the majority of Graham Packaging’s sales
are made pursuant to requirements contracts; Graham Packaging’s ability to develop product
innovations and improve Graham Packaging’s production