Filed by Graphic Packaging International Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Graphic Packaging International
Corporation
Commission File No. 333-104928
(GPC Logo) (Riverwood Logo)
May 8, 2003
To: All Graphic Packaging and Riverwood Employees
When we announced the merger between Graphic Packaging and
Riverwood International, we committed to employees of both
companies that we would provide continuing communication to keep
you apprised of important developments. This README is the first
in a series of such communications.
We have decided to name the new company "Graphic Packaging
International, Inc.," for which we are now developing a new logo
and branding policy. We considered a number of possible
corporate names, including Riverwood, but finally determined that
Graphic Packaging is best known in those market segments where
each company has been focusing on future growth. We will
continue utilizing the Riverwood name in the beverage business
for the foreseeable future.
On May 1, 2003, we filed with the Securities and Exchange
Commission a document called a form S-4, which reflects how our
combined companies will look financially after the merger. After
this document is approved by the SEC, a prospectus and proxy
statement will be sent to all Graphic Packaging shareholders
seeking approval of the merger.
In the S-4 document, we also identified key leadership positions,
which are as follows.
Jeff Coors, currently Chairman and CEO of Graphic Packaging, will
become the Executive Chairman of the Board. I will be President
and CEO of the Company.
David Scheible will serve as Executive Vice President of
Commercial Operations for the new company. Currently COO of
Graphic Packaging, Dave will lead worldwide converting, machinery
and laminating capabilities in his new role.
Steve Saucier of Riverwood will continue in his role as Senior
Vice President of Paperboard Operations for the combined company.
In addition to his current responsibility for the West Monroe and
Macon mills, Steve will assume leadership for the Kalamazoo,
Michigan mill. In his expanded role, Steve will continue to work
at the North American Operations Center in Marietta, Georgia.
Employee Letter
Page 2
Wayne Juby of Riverwood will continue in his role as Senior Vice
President of Human Resources for the newly combined company. In
addition to the day-to-day leadership of
our global human resources organization, Wayne will work with our
external labor contacts and continue to lead our public affairs
initiatives. He will also continue to work from the Marietta,
Georgia office.
Dan Blount, currently CFO of Riverwood International, and Luis
Leon, currently CFO of Graphic Packaging will continue in their
respective roles until the merger is complete. After that
happens, Dan will serve as Senior Vice President of Integration
for the combined company. Luis Leon will leave the organization
in pursuit of other opportunities. A search for a new CFO for
the combined company has been initiated and is expected to
conclude in the near future.
We have begun a search for a new Senior Vice President and
General Counsel and expect to conclude it early in the third
quarter.
Bob Simko of Riverwood will continue in his role as Vice
President of Supply Chain Operations in the combined company.
His efforts initially will be to integrate the new supply chain
and maximize every savings opportunity presented.
Likewise, Dwight Kennedy of Graphic Packaging will continue in
his role as Vice President Continuous Improvement in the new
organization. Riverwood's TQS activity will be consolidated
under Dwight.
Dave Hubbard will complete his assignment as Vice President
Corporate Sales and will leave the company to pursue other
opportunities. We greatly appreciate Dave's service to Riverwood
and his efforts during the due diligence phase and other merger-
related activities.
My direct reports have begun the process of determining the
appropriate organization structure for their operating/functional
areas. We are keenly aware of everyone's desire to know how this
merger will affect them personally. I am anticipating that this
next level of organizational design will be finished by the end
of May, and we will continue to provide you with updates as
appropriate.
As a final note, I want to emphasize that successfully
integrating our companies after the merger will require a lot of
hard work from all of us - both before and after the merger is
officially "completed." Together, we can create a dynamic new
company that will have the scale, technologies and rich product
portfolio to enhance our strong relationships our customers
around the world. I also want to express my deep appreciation
for everyone's efforts so far and look forward to a successful
transition.
Steve Humphrey
President and Chief Executive Officer
Additional Information
In connection with the proposed transaction, Riverwood filed a
Registration Statement on Form S-4 with the SEC containing a
preliminary proxy statement/prospectus of Graphic Packaging and
Riverwood and other relevant documents. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED
TRANSACTION. Investors may obtain the preliminary 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 preliminary 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: Gard Edgarton, telephone:
1-877-608-2635, fax: 1-303-273-1571; or Riverwood International
Corporation, 3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia
30339, 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 WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.