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): June 30, 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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On
June 30, 2008, Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”),
conducted an investor conference call regarding the
previously-announced agreement in principle by
and among the Company, Graham Packaging Holdings Co., a Pennsylvania corporation (“Graham
Packaging”), and the other parties thereto which would provide that Graham Packaging
would go public pursuant to a transaction with the Company. The script of the investor conference
call is attached hereto as Exhibit 99.1.
On July 2, 2008, the Company and Graham Packaging issued a joint press release announcing the
execution of a definitive agreement with respect to the proposed transaction described above. A
copy of the joint press release is attached hereto as Exhibit 99.2.
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 and the press release include “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 press release 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 press release. 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