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Pregis Corp, et al. – ‘S-4/A’ on 2/14/06

On:  Tuesday, 2/14/06, at 5:15pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-6-31676   ·   File #s:  333-130353, -01, -02, -03, -04

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Pregis Corp                       S-4/A¶                50:10M                                    Donnelley … Solutions/FA
          Pregis Holding II Corp
          Pregis Management Corp
          Pregis Innovative Packaging Inc.
          Hexacomb Corp

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                          HTML   3.59M 
49: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     10K 
50: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML    161K 
 2: EX-2.1      Stock Purchase Agreement, Dated as of June 23,2005  HTML    416K 
 3: EX-3.1      Certificate of Incorporation of Pregis Corporation  HTML     22K 
12: EX-3.10     By-Laws of Hexacomb Corporation                     HTML     57K 
 4: EX-3.2      By-Laws of Pregis Corporation                       HTML     64K 
 5: EX-3.3      Certificate of Incorporation of Pregis Holding Ii   HTML     23K 
                          Corporation                                            
 6: EX-3.4      By-Laws of Pregis Holding Ii Corporation            HTML     64K 
 7: EX-3.5      Certificate of Incorporation of Pregis Management   HTML     23K 
                          Corporation                                            
 8: EX-3.6      By-Laws of Pregis Management Corporation            HTML     63K 
 9: EX-3.7      Certificate of Incorporation of Pregis Innovative   HTML     28K 
                          Packaging Inc.                                         
10: EX-3.8      By-Laws of Pregis Innovative Packaging Inc.         HTML     57K 
11: EX-3.9      Certificate of Incorporation of Hexacomb            HTML    293K 
                          Corporation                                            
13: EX-4.1      Indenture                                           HTML    693K 
14: EX-4.2      Indenture                                           HTML    659K 
15: EX-4.4      Registration Rights Agreement                       HTML    102K 
16: EX-5.1      Opinion of Fried, Frank, Harris, Shriver &          HTML     34K 
                          Jacobson LLP                                           
17: EX-10.1     Credit Agreement                                    HTML    708K 
26: EX-10.10    Separation Agreement and Release, Dated November    HTML     54K 
                          30, 2005                                               
27: EX-10.11    Pregis Holding I Corporation 2005 Stock Option      HTML     57K 
                          Plan                                                   
28: EX-10.12    Form of Nonqualified Stock Option Agreement         HTML     34K 
29: EX-10.13    Pregis Holding I Corporation Employee Stock         HTML     20K 
                          Purchase Plan                                          
30: EX-10.14    Form of Employee Subscription Agreement             HTML     50K 
31: EX-10.15    Employment Agreement, Dated February 6, 2006        HTML     52K 
32: EX-10.16    Employment Agreement, Dated January 23, 2006        HTML     43K 
33: EX-10.17    Employment Agreement of A Managing Director, Dated  HTML     47K 
                          July 1, 1995                                           
34: EX-10.18    Employment Agreement, Dated January 23, 2006        HTML     43K 
35: EX-10.19    Employment Agreement, Dated November 7, 1990        HTML     59K 
18: EX-10.2     First Lien Security Agreement                       HTML    195K 
36: EX-10.20    Employment Agreement, Dated January 23, 2006        HTML     43K 
37: EX-10.21    Employment Agreement of A Managing Director, Dated  HTML     61K 
                          March 8, 2004                                          
38: EX-10.22    Noncompetition Agreements                           HTML    178K 
39: EX-10.23    Nonqualified Stock Option Agreements                HTML    164K 
19: EX-10.3     Second Lien Security Agreement                      HTML    210K 
20: EX-10.4     Senior Pledge Agreement                             HTML     98K 
21: EX-10.5     Subordinated Pledge Agreement                       HTML     99K 
22: EX-10.6     First Lien Intellectual Property Security           HTML     34K 
                          Agreement                                              
23: EX-10.7     Second Lien Intellectual Property Security          HTML     33K 
                          Agreement                                              
24: EX-10.8     Management Agreement                                HTML     31K 
25: EX-10.9     Separation and Consulting Agreement, Dated          HTML     65K 
                          November 30, 2005                                      
41: EX-21.1     List of Subsidiaries                                HTML     17K 
42: EX-23.2     Consent of Ernst & Young LLP                        HTML     16K 
43: EX-25.1     Statement of Eligibility Under the Trust Indenture  HTML     53K 
                          Act of 1939 on Form T-1                                
44: EX-99.1     Form of Letter of Transmittal                       HTML    142K 
45: EX-99.2     Form of Notice of Guaranteed Delivery               HTML     37K 
46: EX-99.3     Form of Instructions to Registered Holder From      HTML     27K 
                          Beneficial Owner                                       
47: EX-99.4     Form of Letter to Clients                           HTML     21K 
48: EX-99.5     Form of Letter to Registered Holders                HTML     26K 
40: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     58K 

Table of Contents

As filed with the Securities and Exchange Commission on February 14, 2006

Registration No. 333–130353

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PREGIS CORPORATION

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

1900 West Field Court

Lake Forest, IL 60045

(847) 482-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Vincent P. Langone

1900 West Field Court

Lake Forest, IL 60045

(847) 482-2000

(Name, address, including zip code,

and telephone number, including area code, of agent for service)

Copies to:

Michael A. Levitt, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

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The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.

Subject to Completion, dated February 14, 2006

Prospectus

Pregis Corporation

Exchange Offer for

€100,000,000

Second Priority Senior Secured Floating Rate Notes due 2013

$150,000,000

12 ³/8% Senior Subordinated Notes due 2013

We are offering to exchange up to €100,000,000 of our new second priority senior secured floating rate notes due 2013 and $150,000,000 of our new 12 ³/8% senior subordinated notes due 2013, which will be registered under the Securities Act of 1933, as amended, for up to €100,000,000 of our outstanding second priority senior secured floating rate notes due 2013 and up to $150,000,000 of our outstanding 12 ³/8% senior subordinated notes due 2013, respectively. We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act. The terms of the exchange notes are identical to the terms of the outstanding notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the outstanding notes do not apply to the exchange notes.

The senior subordinated exchange notes will not be listed on any securities exchange. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the offering circular (pursuant to which the outstanding notes were issued) to be approved. Application has been made to the Irish Stock Exchange for the outstanding senior secured floating rate notes to be admitted to the Official List and trading on its regulated market.

The exchange offer will expire at 12:00 a.m., New York City time on                     , 2006, unless we extend it.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must acknowledge that they will deliver this prospectus in any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

You should consider carefully the “ Risk Factors” beginning on page 16 of this prospectus.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                      , 2006.

This document constitutes a prospectus for purposes of the Prospectus Directive.

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction in which such an offer to sell or solicitation would be unlawful. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

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Pregis Corporation is a Delaware Corporation. We are a wholly owned subsidiary of Pregis Holding II Corporation, a Delaware Corporation, or Pregis Holding II, which is in turn a wholly owned subsidiary of Pregis Holding I Corporation, a Delaware Corporation, or Pregis Holding I. Our principal executive offices are located in 1900 West Field Court, Lake Forest, IL 60045. Our telephone number is (847) 482-2000.

This prospectus includes trademarks and service marks owned or used by us, such as Astro-Foam™, Astro-Cell^®, Astro-Bubble^®, Astro-Supra Bubble^®, Air Kraft^®, Furniture GUARD^®, Hexacomb^®, Microfoam^®, Nopaplank™, Polylam^®, Polyplank^®, Jiffy™, Propyflex™, Secu-Drape™, Cleerpeel™, Steriflex™, Mediwell Super™, Mediwell Super Plus™, Medipeel™, Hefty Express^®, Air-Paq™, Prop-X™, Micro-Tuff™, Rhino™, and Flexopeel™, as well as trademarks and service marks owned by third parties.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus, including the financial statements and related notes, before participating in the exchange offer. Except as otherwise required by the context, references in this prospectus to “our company,” “we,” “our” or “us” (or similar terms) refer to Pregis Corporation, the obligor under the notes, together with its consolidated subsidiaries, “pro forma” gives effect to the Acquisition and related transactions in the manner described under “Unaudited Pro Forma Combined Financial Information,” and “$”, “US$” or “U.S. dollars” refers to the lawful currency of the United States.

Our Company

We are one of the leading international manufacturers, marketers and suppliers of protective packaging products and specialty packaging solutions. Our broad, industry-leading product offering includes protective packaging, flexible barrier packaging, food service packaging and hospital supplies. We serve a diversified range of end-markets including general industrial, foodservice, electronics, medical, furniture, consumer products, building products, agricultural, retail and other specialty industries. We have been able to secure strong positions in our segments as a result of our broad offering of highly customized, innovative packaging solutions; long-standing customer relationships; customer-focused service; strategically located operations; and advanced low-cost manufacturing facilities. Our product offering is primarily plastic resin and plastic film-based but also includes products derived from kraft paper and other raw material. We believe that our diversified range of product offerings, geographical markets, end-markets and customers helps reduce overall business risk, enhances our revenue stability and provides us with opportunities for growth resulting from changing customer needs and market trends.

Our company operates through two divisions: Global Protective Packaging and European Specialty Packaging.

Our Global Protective Packaging division manufactures, markets, sells and distributes protective packaging products in both North America and Europe. Global Protective Packaging’s protective mailers, air-encapsulated cushioning products, sheet foam, engineered foam, inflatable airbag systems, honeycomb products and other protective packaging products are used for cushioning, void-fill, surface protection, containment, and blocking and bracing. Global Protective Packaging derived approximately 85% of its 2004 sales from market segments where we believe Global Protective Packaging is the largest or second largest supplier. We believe Global Protective Packaging’s market leadership results from its broad product offerings with multiple applications, industry-leading scale, end-user focused sales strategy, low-cost operations and continuous investment in innovation. With a strategic footprint of 18 manufacturing facilities in North America and 13 in Europe, Global Protective Packaging benefits significantly from an estimated cost-effective shipping radius in the industry of approximately 200 to 400 miles.

Our European Specialty Packaging division is a leading European packaging business focused on the development, production and marketing of specialty packaging solutions principally to the food, medical and consumer products markets. Within these markets, European Specialty Packaging pursues a niche strategy focusing on market segments that we believe offer attractive growth and return opportunities. Through a combination of highly customized, value-added packaging solutions and a diversified technology and production base, European Specialty Packaging has been able to secure strong positions in the segments it serves. European Specialty Packaging has thus far developed three niche areas of focus:

European Specialty Packaging operates eight manufacturing facilities in Germany, the United Kingdom and Egypt and generates substantially all of its sales in Europe, the Middle East and North Africa.

Competitive Strengths

We believe we are distinguished by the following competitive strengths:

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Business Strategy

We have developed a business strategy to increase future revenue and cash flow. The key components of this strategy are:

Recent Developments

On February 6, 2006, we announced that Vincent P. Langone was appointed as our new President and Chief Executive Officer effective immediately. Mr. Langone also joined the board of directors of Pregis Holding II and will become an investor in our company. Mr. Langone is the former Chairman, President and Chief Executive Officer of Formica Corporation. Mr. Langone succeeded Glenn Fischer, who served as our Interim Chief Executive Officer from January 1, 2006 to February 5, 2006. Mr. Fischer, an operating partner with AEA Investors LLC, remains a member of the board of directors of Pregis Holding II. On December 1, 2005, we announced that our then Chief Executive Officer, James D. Morris, decided to leave his position for personal reasons. His resignation became effective December 31, 2005. Mr. Morris continues to work with us as a consultant, an investor and a member of the board of directors of Pregis Holding II.

On November 14, 2005, we announced that Kevin J. Corcoran and the company reached a mutual agreement that Mr. Corcoran will cease to serve as our Chief Financial Officer. Mr. Corcoran has agreed to continue serving as our Chief Financial Officer until his successor has been appointed, at which time his resignation will become effective. A search for Mr. Corcoran’s replacement is underway.

The Acquisition

AEA Investors LLC and certain of its affiliates, or AEA Investors, formed Pregis Corporation, Pregis Holding I and Pregis Holding II for the purpose of the Acquisition. On June 23, 2005, we entered into a stock purchase agreement with Pactiv Corporation, or Pactiv, and certain of its affiliates to purchase all of the outstanding shares of capital stock of Pactiv’s subsidiaries operating its global protective packaging and European specialty packaging businesses. On October 12, 2005, the Acquisition was consummated. The purchase price for the Acquisition was $523.5 million, subject to post-closing working capital and indebtedness adjustments to be determined pursuant to the stock purchase agreement. The Acquisition was financed with the proceeds from the offering of the outstanding notes, borrowings under our senior secured credit facilities and an equity contribution to Pregis Holding I by AEA Investors.

As used in this prospectus, the term “Transactions” means, collectively, the Acquisition and the related financings, repayment of existing debt of affiliates prior to closing of the Acquisition and other related transactions.

Risk Factors

Investing in the exchange notes involves risks, which include, among other things:

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See “Risk Factors” for a description of these and other risks of investing in the exchange notes.

3

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Ownership and Corporate Structure

The chart below summarizes our ownership and corporate structure.

The exchange notes will be guaranteed by Pregis Holding II Corporation and all of the current and future domestic restricted subsidiaries of Pregis Corporation. The exchange notes will be effectively subordinated to all of the liabilities of Pregis Corporation’s subsidiaries that are not guaranteeing the notes. See “Description of Senior Secured Floating Rate Exchange Notes—Senior Secured Floating Rate Note Guarantees,” “Description of Senior Subordinated Exchange Notes—Senior Subordinated Note Guarantees” and “Risk Factors—Risks Related to the Notes and Our Indebtedness—Not all of our subsidiaries will guarantee the notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the notes.”

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The Sponsor

AEA Investors is a New York-based private equity investment firm specializing in leveraged buyouts. AEA Investors was founded in 1968 and currently manages approximately $2 billion of invested and committed capital in four separate funds, with approximately $1 billion of committed capital available for new investments. With a staff of approximately 45 investment professionals across its various funds, AEA Investors operates offices in New York and London.

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Summary of the Exchange Offer

On October 12, 2005, we sold €100,000,000 aggregate principal amount of our second priority senior secured floating rate notes due 2013 and $150,000,000 aggregate principal amount of our 12 ³/8% senior subordinated notes due 2013 in a transaction exempt from registration under the Securities Act. We are conducting this exchange offer to satisfy our obligations contained in the registration rights agreement that we entered into in connection with that sale. You should read the discussion under the headings “The Exchange Offer,” “Description of Senior Secured Floating Rate Exchange Notes” and “Description of Senior Subordinated Exchange Notes” for further information regarding the exchange notes to be issued in the exchange offer.

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Summary of The Exchange Notes

The following summary contains basic information about the exchange notes and is not intended to be complete. For a more complete understanding of the exchange notes, please refer to the sections entitled “Description of Senior Secured Floating Rate Exchange Notes” and “Description of Senior Subordinated Exchange Notes” in this prospectus.

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10

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Summary Historical Financial and Other Data

Set forth below is summary historical financial and other data for us. The summary historical financial data set forth below as of and for the years ended December 31, 2002, 2003 and 2004 have been derived from our audited combined financial statements. The audited combined statements as of December 31, 2003 and 2004 and for the three years ended December 31, 2004 are included elsewhere in this prospectus. The summary historical financial data presented below as of and for the nine-month periods ended September 30, 2004 and September 30, 2005 have been derived from our unaudited interim combined financial statements. The unaudited interim combined financial statements as of September 30, 2005 and for the nine-month periods ended September 30, 2004 and September 30, 2005 are included elsewhere in this prospectus and have been prepared on the same basis as the audited combined financial statements included elsewhere herein. In the opinion of management, the interim data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results for these periods. Operating results for the nine-month period ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

The summary historical financial and other data should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our combined financial statements and the notes related thereto appearing elsewhere in this prospectus.

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However, there are material limitations associated with making the adjustments to calculate EBITDA and using this non-GAAP financial measure as a performance measure as compared to the most directly comparable GAAP financial measure. For instance, EBITDA does not:

Accordingly, EBITDA should not be considered in isolation or construed as an alternative to net income or other measures as determined in accordance with GAAP as an indication of our operating performance. In addition, it should not be considered as a measure of discretionary cash available to us to invest in the growth of our business, as it does not consider certain cash requirements such as capital expenditures, contractual commitments, interest payments, tax payments and debt service requirements. In addition, other companies in our industry or across different industries may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

To compensate for the limitations of EBITDA, we utilize several GAAP measures to review our performance. These GAAP measures include, but are not limited to, net income (loss), operating income (loss), cash provided by (used in) operating activities, cash provided by (used in) investing activities and cash provided by (used in) financing activities. These important GAAP measures allow management to, among other things, review and understand our company’s uses of cash period to period, compare our company’s operations with competitors on a consistent basis and understand the revenues and expenses matched to each other for the applicable reporting period. We believe that the use of these GAAP measures, supplemented by the use of EBITDA, allows us to have a greater understanding of our company’s performance and allows us to adapt to changing trends and business opportunities.

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We urge investors or potential investors to review the limitations associated with the using of EBITDA as a performance measure described above, other financial information contained in this prospectus and the following table which sets forth a reconciliation of net income to EBITDA:

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RISK FACTORS

Investing in the exchange notes involves risks. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus, including our combined consolidated financial statements and related notes, before participating in the exchange offer. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment. Information contained in this section may be considered “forward-looking statements.” See “Cautionary Note Regarding Forward-Looking Statements” for a discussion of certain qualifications regarding such statements.

Risks Related to the Notes and Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes.

We have a significant amount of indebtedness. As of September 30, 2005, after giving pro forma effect to the Transactions, we would have had total indebtedness of $442.7 million, excluding up to an additional $50.0 million that may be borrowed under our senior secured revolving credit facility and $100.0 million that may be borrowed under our term loan facilities subject to certain conditions.

Our substantial indebtedness could have important consequences to you. For example, it could:

In addition, a substantial portion of our debt bears interest at variable rates. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. On a pro forma basis, our interest expense for the year ended December 31, 2004 and the nine months ended September 30, 2005 would have been approximately $39.6 million and $29.7 million, respectively. In addition, each one point increase or decrease in the applicable interest rates on the facilities and the senior secured floating rate notes would correspondingly change our interest expense by approximately $3.0 million per year (based on rates in effect at January 15, 2006). While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection from this risk.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, including secured debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing the notes do not, and our senior secured credit facilities do not, fully prohibit us or our subsidiaries from doing so. Our senior secured credit facilities permit borrowings of up to approximately $322.0 million (which amount includes $172.0 million term loans drawn in connection with the Acquisition, up to $50.0 million of availability under the revolving credit portion of such facilities and up to approximately $100.0 million of additional term loans that we may incur, subject to certain conditions, under the term loan portion of such facilities), and all of those borrowings would be effectively senior to the notes and the subsidiary guarantees thereof to the extent of the value of the assets securing such indebtedness and senior in right of payment to the senior subordinated notes. If new indebtedness is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify and we may not be able to meet all our debt obligations, including the repayment of the notes, in whole or in part.

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The right of holders of senior subordinated notes to receive payments on the senior subordinated notes will be junior to our existing and future senior debt, including indebtedness under the senior secured floating rate notes and our senior secured credit facilities. Further, the guarantees of the senior subordinated notes are junior to all of the guarantors’ existing and future senior debt.

The senior subordinated notes will rank behind all of our existing and future senior debt. Each guarantee of the senior subordinated notes will rank behind all of that guarantor’s existing and future senior debt. As of September 30, 2005, after giving pro forma effect to the Transactions, the senior subordinated notes and the guarantees thereof would have been subordinated to $295.5 million of senior debt (all of which would have represented borrowings under the senior secured floating rate notes and our senior secured credit facilities). In addition, our senior secured revolving credit facility would have permitted up to $50.0 million of additional borrowings, and our senior secured term loan facilities would have permitted up to approximately $100.0 million of additional term loans subject to certain conditions. These additional borrowings would be senior in right of payment to the senior subordinated notes and the guarantees thereof. We are permitted to borrow substantial additional senior debt in the future under the terms of the indenture governing the senior subordinated notes.

As a result of such subordination, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding, the holders of our senior debt will be entitled to be paid in full before any payment will be made on the senior subordinated notes. Similarly, upon any distribution to the creditors of any guarantor of the senior subordinated notes in a bankruptcy, liquidation, reorganization or similar proceeding, the holders of that guarantor’s senior debt will be entitled to be paid in full before any payment will be made on that guarantor’s guarantee. In addition, we will be prohibited from making any payments on the senior subordinated notes and the guarantees thereof if we default on our payment obligations on our senior debt and we may be prohibited from making any such payments for up to 179 consecutive days if certain non-payment defaults on senior debt occur. In the event of a bankruptcy, liquidation of reorganization or similar proceeding relating to us or the guarantors, holders of the senior subordinated notes will participate with all other holders of subordinated debt in the assets remaining after we and the guarantors have paid all of our and their senior debt. However, because the senior subordinated notes indenture requires that amounts otherwise payable to holders of the senior subordinated notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the senior subordinated notes may receive less, ratably, than holders of trade payables and other unsubordinated debt in any such proceeding.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured credit facilities that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our senior secured credit facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facilities, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness—Senior Secured Credit Facilities,” “Description of Senior Secured Floating Rate Exchange Notes” and “Description of Senior Subordinated Exchange Notes.”

Not all of our subsidiaries will guarantee the notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

The guarantors of the notes will not include all of our subsidiaries. In particular, our foreign subsidiaries and all of our future unrestricted subsidiaries will not guarantee the notes. Payments on the notes are only required to be made by us and the subsidiary guarantors. As a result, no payments are required to be made from assets of subsidiaries that do not guarantee the notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor. In 2004, our non-guarantor subsidiaries had sales of $524.1 million, or 62.5% of our combined 2004 sales, and income from continuing operations before income taxes of $14.5 million, or 51.1% of our combined 2004 income from continuing operations before income taxes. Similarly, at September 30, 2005, our non-guarantor subsidiaries had total assets of $499.7 million, or 70.9% of our total combined assets.

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In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its debt and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables. As of September 30, 2005, after giving pro forma effect to the Transactions, our non-guarantor subsidiaries would have had $46.9 million of trade payables.

We are a holding company.

We are a holding company and we conduct substantially all of our operations through our subsidiaries. Consequently we do not have any income from operations and do not expect to generate income from operations in the future. As a result, our ability to meet our debt service obligations, including our obligations under the notes, substantially depends upon our subsidiaries’ cash flow and payment of funds to us by our subsidiaries as dividends, loans, advances or other payments.

In addition, the payment of dividends or the making of loans, advances or other payments to us may be subject to regulatory or contractual restrictions. We are not aware of any material regulatory or contractual restrictions limiting the payments of dividends or the making of loans, advances or other payments by its subsidiaries to us. However, in the future, our subsidiaries may enter into credit facilities which may materially limit the subsidiaries’ ability to make payments to us. In addition, we may enter into joint venture agreements in the U.S. or Europe which could materially restrict the joint enterprises from making payments to us. It is also possible that we may establish new subsidiaries in certain foreign jurisdictions with regulatory restrictions materially limiting the new subsidiaries’ ability to make payments to us.

To service our debt, we will require a significant amount of cash, which may not be available to us.

Our ability to make payments on, or repay or refinance, our debt, including the notes, and to fund planned capital expenditures, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in our senior secured credit facilities and our other debt agreements, including the indentures governing the notes, and other agreements we may enter into in the future. In particular, we need to maintain certain financial ratios under our senior secured credit facilities. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured credit facilities or from other sources in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs.

We cannot assure you that we will be able to refinance any of our debt, including our senior secured credit facilities, on commercially reasonable terms or at all. In particular, our senior secured credit facilities mature prior to the maturity of the notes. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

Our senior secured credit facilities and the indentures governing the notes may restrict, or market or business conditions may limit, our ability to take some or all of these actions.

The agreements governing our debt, including the notes and our senior secured credit facilities, contain various covenants that impose restrictions on us that may affect our ability to operate our business and to make payments on the notes.

Our existing agreements impose and future financing agreements are likely to impose operating and financial restrictions on our activities. These restrictions require us to comply with or maintain certain financial tests and ratios, including a maximum leverage ratio and a minimum interest coverage ratio, and limit or prohibit our ability to, among other things:

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These restrictions on our ability to operate our business could seriously harm our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities. See “Description of Other Indebtedness,” “Description of Senior Secured Floating Rate Exchange Notes” and “Description of Senior Subordinated Exchange Notes.”

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on terms acceptable to us, or at all.

The notes and the guarantees may not be enforceable because of fraudulent conveyance laws.

Our obligations under the notes and the guarantors’ guarantees of the notes may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of our or the guarantors’ unpaid creditors. Under these laws, if in such a lawsuit a court were to find that, at the time we or a guarantor incurred debt, including debt represented by the guarantee, we or such guarantor:

then the court could void the notes or the guarantee or subordinate the amounts owing under the notes or the guarantee to our or the guarantor’s presently existing or future debt or take other actions detrimental to you.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt or issued the guarantee:

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If the notes or a guarantee is voided as a fraudulent conveyance or found to be unenforceable for any other reason, you will not have a claim against the relevant obligor and will only be our creditor or that of any guarantor whose obligation was not set aside or found to be unenforceable. In addition, the loss of a guarantee (other than in accordance with the terms of the indentures) will constitute defaults under the indentures, which defaults would cause all notes to become immediately due and payable.

We believe that, at the time we and the guarantors initially incurred, as applicable, the debt represented by the notes and the guarantees, we and the guarantors:

In reaching the foregoing conclusions we have relied upon our analyses of internal cash flow projections and estimated values of our and the guarantors’ assets and liabilities. In addition, we have relied on a limitation contained in the guarantors’ guarantee that limits each guarantee as necessary to prevent it from constituting a fraudulent conveyance under applicable law. However, a court passing on these questions might not reach the same conclusions.

We may not have the ability to raise the funds necessary to finance the change of control offers required by the indentures governing the notes.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, unless all the notes have been previously called for redemption. The holders of other debt securities that we may issue in the future that rank equally in right of payment with the notes may also have this right. Our failure to purchase tendered notes would constitute events of default under the indentures governing the notes, which in turn, would constitute a default under our senior secured credit facilities. In addition, the occurrence of a change of control would also constitute an event of default under the agreement governing our senior secured credit facilities. A default under our senior secured credit facilities would result in a default under the indentures if the lenders accelerate the debt under our senior secured credit facilities.

Therefore, it is possible that we would not have sufficient funds at the time of the change of control to make the required purchase of the notes. Moreover, our senior secured credit facilities restrict, and any future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control event. As a result, following a change of control event, we would not be able to repurchase notes unless we first repay all indebtedness outstanding under our senior secured credit facilities and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Moreover, the indenture governing the senior secured floating rate notes restricts our ability to repurchase the senior subordinated notes. Any requirement to offer to repurchase notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of other indebtedness, would not constitute a “Change of Control” under the indentures. See “Description of Senior Secured Floating Rate Exchange Notes—Repurchase at the Option of Holders—Change of Control” and “Description of Senior Subordinated Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

There is no prior public market for the notes. An active public market may not develop for the notes, which may hinder your ability to liquidate your investment.

The outstanding notes were issued to, and we believe those securities are owned by, a relatively small number of beneficial owners. The outstanding notes have not been registered under the Securities Act and will remain subject to restrictions on transferability if they are not exchanged for the exchange notes. Although the exchange notes may be resold or otherwise transferred by the holders without compliance with the registration requirements under the Securities Act, they will constitute a new issue of securities with no established trading market.

The initial purchasers (including Credit Suisse First Boston (Europe) Limited, Credit Suisse First Boston LLC, Lehman Brothers International (Europe), and Lehman Brothers Inc.) of the outstanding notes, pursuant to a purchase agreement among us, the guarantors and the initial purchasers, dated October 6, 2005, as amended, have informed us that they intend to make a market in the notes. However, the initial purchasers are not obligated to do so and may cease their market-making at any time. In addition, such market-making activity may be limited during the exchange offer. Although we

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have applied to list the outstanding senior secured floating rate notes on the Irish Stock Exchange, we cannot assure you that such notes will become or remain listed. In addition, the liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by a number of factors, including

As a result, we cannot assure you that an active trading market will develop for the notes. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of these securities. We cannot assure you that the market for the notes will be free from similar disruptions. Any such disruptions could have an adverse effect on noteholders.

You may have difficulty selling the outstanding notes which you do not exchange.

If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer and exchange of your outstanding notes. Those transfer restrictions are described in the indentures relating to the notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from, or in a transaction not subject to, those requirements. After completion of this exchange offer, we do not intend to register the outstanding notes under the Securities Act.

If a large number of outstanding notes are exchanged for notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged outstanding notes. In addition, upon completion of the exchange offer, holders of any remaining outstanding notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

Risks Related to the Senior Secured Floating Rate Notes

There may not be sufficient collateral to pay all or any of the senior secured floating rate notes.

As further described in this prospectus, debt under our senior secured credit facilities (which we refer to as first priority lien obligations) is secured by a pledge of substantially all of our and the guarantors’ property and assets (subject to certain exceptions), 100% of the capital stock of our and the guarantors’ direct and indirect domestic subsidiaries and 66% of the capital stock or other securities of our and the guarantors’ direct foreign subsidiaries. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, our subsidiaries, or any future subsidiary, the first priority lien obligations will have a senior claim to the assets that are pledged as collateral before the collateral may be available for making any payments on the senior secured floating rate notes.

At September 30, 2005, after giving pro forma effect to the Transactions, there would have been $172.0 million of debt outstanding under our senior secured credit facilities, up to an additional $50.0 million available for borrowing under our senior secured revolving credit facility and $100.0 million available for borrowing under our term loan facilities subject to certain conditions. In addition, other arrangements that are customarily secured, such as hedging agreements, surety bonds, letters of credit, and treasury management agreements, may be secured by first priority liens.

No appraisals of any collateral have been prepared in connection with the offering of the outstanding notes or the exchange offer. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral and our high degree of leverage. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay any of our obligations under the senior secured floating rate notes, in full or at all, after first applying

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any proceeds from the collateral to satisfy the first priority lien obligations. In addition, the book value of the collateral should not be relied on as a measure of realizable value for such assets. By its nature, portions of the collateral may be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the collateral can be sold in a short period of time in an orderly manner. A significant portion of the collateral includes assets that may only be usable, and thus retain value, as part of the existing operating business of our company. Accordingly, any such sale of the collateral separate from the sale of certain of our operating businesses may not be feasible or of significant value.

Holders of the senior secured floating rate notes will not control decisions regarding collateral.

The holders of the first priority lien obligations control substantially all matters related to the collateral securing the senior secured floating rate notes. The holders of the first priority lien obligations may cause the collateral agent to dispose of, release, or foreclose on, or take other actions with respect to, the collateral with which holders of the senior secured floating rate notes may disagree or that may be contrary to the interests of holders of the senior secured floating rate notes. To the extent collateral is released from securing the first priority lien obligations, the second priority liens securing the senior secured floating rate notes will also be released. If all of the first priority liens are released, and no event of default under the indenture governing the senior secured floating rate notes exists, all of the second priority liens will be released. In addition, the security documents generally provide that, so long as the first priority lien obligations are in effect, the holders of the first priority lien obligations may change, waive, modify or vary the security documents without the consent of the holders of the senior secured floating rate notes, provided that any such change, waiver or modification does not materially adversely affect the rights of the holders of the senior secured floating rate notes and not the other secured creditors in a like or similar manner. The security agreement prohibits second priority lien holders from foreclosing on the collateral as long as the first priority lien obligations remain outstanding. In addition, to the extent that the holders of the first priority liens elect not to perfect their security interest in collateral, the second priority lien will not be perfected as to these rights.

Rights of holders of the senior secured floating rate notes in the collateral may be adversely affected by bankruptcy proceedings.

The right of the collateral agent to repossess and dispose of the collateral securing the senior secured floating rate notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. In addition, the rights of holders of senior secured floating rate notes in the collateral will be subject to the rights of any holders of obligations secured by first priority liens in the collateral. Those holders of other obligations will have secured claims senior to the claims of the holders of the senior secured floating rate notes with respect to the collateral. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the senior secured floating rate notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of senior secured floating rate notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the senior secured floating rate notes, as well as all obligations secured by first priority liens on the collateral, the holders of the senior secured floating rate notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not provide “adequate protection” for undersecured claims or permit the payment or accrual of interest, costs, and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case.

Rights of holders in the collateral may be adversely affected by the “one-action rule” in the state of California.

We own real property in California, and may in the future acquire additional real property in California, which will secure the senior secured floating rate notes or the related guarantees. As of December 31, 2005, the book value of our real property in California equals approximately $5.6 million (before any adjustment for purchase accounting). California has an extensive and complicated body of law, commonly known as the “one-action rule,” relating to the exercise of remedies against real property collateral by a secured creditor. These rules mandate, among other things, that a creditor who holds an obligation secured, whether in whole or in part, by California real property may only enforce the obligation by commencing a judicial foreclosure case in which all California real property collateral must be included or causing the trustee under a California deed of trust to initiate a non-judicial trustee’s sale. To the extent that collateral includes real estate in California,

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the “one-action” rule will be applicable to any potential enforcement by the collateral agent of its rights as a secured creditor. In essence, this rule requires that a creditor may bring only a single action for the recovery of debt or the enforcement of any rights secured by a mortgage or deed of trust upon California real property.

The “one-action” rule also imposes a “fair value” limit upon the recovery of a deficiency judgment following a judicial foreclosure (as compared to a non-judicial trustee’s sale which results in a bar of any deficiency judgment). Thus, a creditor who seeks to foreclose judicially must first obtain a decree of foreclosure and then cause the sale of all encumbered realty. No later than three months after the sale of the encumbered realty at a public auction, the creditor must give notice of a “fair value” hearing at which the court must determine as a factual matter the “fair value” as of the date of sale of all foreclosed collateral. It is this finding of “fair value,” not the successful bid at a foreclosure sale, which is then deducted from the unpaid balance set forth in the Decree of Foreclosure to determine whether recovery of any deficiency judgment will be allowed under California law. This rule can also be used in California by a borrower as an affirmative defense to force a creditor to exercise its remedies against all collateral in a single action. Even if the borrower does not assert this defense, the one-action rule could operate as a limitation on a creditor, in that the creditor may be deemed to have made an election of remedies if the creditor improperly exercises any of its remedies against the borrower, and the creditor’s lien over the California real property collateral may be extinguished or, in some instances, recovery of the obligation may be barred altogether. The holders of the first priority lien obligations control substantially all matters related to collateral enforcement. In these circumstances, actions taken by the collateral agent pursuant to directions from the holders of the first priority lien obligations may adversely affect the rights and remedies of the holders of the senior secured floating rate notes.

The California courts have also identified the so-called “sanction aspect” of the one-action rule to punish violations of the rule. As a result, certain conduct deemed to violate the statutory mandate to exhaust all real property collateral before recovery of a judgment against the obligor or obtaining recourse to assets not expressly hypothecated as collateral will trigger the “sanction aspect.” For example, a creditor who exercises an equitable right or a right of set-off will be deemed to have violated the “one-action” rule and, at a minimum, may no longer exercise its remedies against California real property collateral. Similarly, obtaining a judgment upon an obligation secured by California real property collateral, whether in the State of California or in any other state, prior to the exhaustion of all California real property collateral by a method authorized by the “one-action” rule, will result in a forced judicial waiver of all such real property collateral. In extreme instances, the California Supreme Court has held that the “sanction aspect” may also require forfeiture of any right to enforce the unpaid obligation. Notwithstanding this provision of the indenture governing the senior secured floating rate notes, in the event a holder of a senior secured floating rate note does exercise any remedy during such time, there remains a risk that the one-action rule could adversely affect the ability of the collateral agent or the holders of the senior secured floating rate notes to exercise other remedies against the California real property collateral.

In addition, California statutes provide borrowers with the right to rescind an acceleration of a secured debt obligation by curing past defaults within specified time periods.

Rights of holders of senior secured floating rate notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral.

The security interest in the collateral securing the senior secured floating rate notes includes assets, both tangible and intangible, whether now owned or acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after acquired collateral.

If we fail to deliver mortgages to secure the senior secured floating rate notes or perfect other collateral securing the senior secured floating rate notes, the risk that the second priority liens granted thereunder could be avoided will be increased.

We have agreed to deliver second priority mortgages, subject to permitted liens, to secure the senior secured floating rate notes on substantially all of our and the guarantors’ real property that also secures the senior secured credit facilities and to take other steps to perfect the collateral with respect to the senior secured floating rate notes. Although most of the second priority mortgages were put in place prior to the issue date of the senior secured floating rate notes, we agreed with the holders of the first priority liens that certain leasehold mortgages would not be perfected until after closing. The holders of the first priority liens will have the right to control the timing of the delivery and filing of the mortgages or to waive such requirements. Any such actions by the first priority lien holders could have adverse consequences to the holders of the senior secured floating rate notes. See “Description of Senior Secured Floating Rate Exchange Notes—Collateral.”

If we or any guarantor were to become subject to a bankruptcy proceeding, any mortgages or liens recorded or perfected after the issue date of the senior secured floating rate notes would face a greater risk of being invalidated than if

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they had been recorded or perfected on the issue date. If a mortgage or lien is recorded or perfected after the issue date, it may be treated under bankruptcy law as if it were delivered to secure previously existing debt. In bankruptcy proceedings commenced within 90 days of lien perfection, a mortgage or lien given to secure previously existing debt is materially more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date of the senior secured floating rate notes. Accordingly, if we or a guarantor were to file bankruptcy after the issue date of the senior secured floating rate notes and the mortgages or liens had been perfected less than 90 days before commencement of such bankruptcy proceeding, the mortgages or liens securing the senior secured floating rate notes may be especially subject to challenge as a result of having been delivered after the issue date of the senior secured floating rate notes. To the extent that such a challenge succeeds, you would lose the benefit of the security that the collateral was intended to provide.

Environmental laws may decrease the value of the real property collateral securing the senior secured floating rate notes and may result in you being liable for environmental cleanup costs.

The senior secured floating rate notes and the related guarantees are secured by liens on real property that may be subject to both known and unforeseen environmental risks, and these risks may reduce or eliminate the value of the real property as collateral for the senior secured floating rate notes. The costs of complying with laws relating to the protection of the environment may be significant. See “—Risks Related to Our Business—The cost of complying with laws relating to the protection of the environment may be significant.”

Moreover, under federal and certain state environmental laws, a secured noteholder may be liable for an issuer’s environmental matters if the noteholder or its agents or employees have actually participated in the management of the operations of the issuer, even though the environmental damage or threat was caused by a third party, a prior owner, a current owner or an operator other than that noteholder. Under federal environmental laws, “participation in management” generally requires actual participation in, and not merely the capacity to influence, the operations of the subject facility. This would generally require that the noteholder has exercised control with respect to environmental compliance or over all or substantially all of the non-environmental operational functions. Similarly, the noteholder becomes liable in various circumstances, including when it:

The equity interests and other securities securing the senior secured floating rate notes will be deemed not to be collateral to the extent the pledge of such equity interests or other securities would require the filing with the SEC of separate financial statements for any subsidiaries that shall have issued such equity interests or other securities.

The indenture governing the senior secured floating rate notes and the related security documents provide that, to the extent that any rule would require the filing with the SEC (or any other governmental agency) of separate financial statements of any of our subsidiaries due to the fact that such subsidiary’s capital stock or other ownership interests or other securities secure the senior secured floating rate notes, then such equity interests or other securities will automatically be deemed not to be part of the collateral to the extent necessary to not be subject to such requirement. In such event, the security documents provide for an automatic release of the second priority liens on the appropriate amount of such capital stock or other securities. Current SEC rules could require certain subsidiaries to file separate financial statements with the SEC. As a result, the capital stock or other securities of such subsidiaries will not be part of the collateral to the extent necessary to avoid this requirement.

The collateral includes all of the capital stock or other securities of our and the guarantors’ existing or future direct or indirect domestic subsidiaries and 66% of the capital stock or other securities of our and the guarantors’ existing or future direct foreign subsidiaries, but only to the extent that the inclusion of such capital stock or other securities will mean that the par value, book value as carried by us, or market value (whichever is greatest) of any such capital stock or other securities of any subsidiary is not equal to or greater than 20% of the aggregate principal amount of senior secured floating rate notes outstanding. Because our foreign operations are held by a single intermediate foreign holding company which is our direct foreign subsidiary, the value of such holding company’s capital stock as of the date of this prospectus is likely to significantly exceed the 20% threshold. As a result, a significant portion of such intermediate foreign holding company’s capital stock is excluded from the collateral securing the senior secured floating rate notes (but not from the collateral securing the bank lenders under the senior secured credit facilities).

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We may incur additional indebtedness secured on the same or a prior basis to the senior secured floating rate notes and the related guarantees.

The indenture governing the senior secured floating rate notes permits us (1) to secure with first priority liens on the collateral (a) hedging obligations, (b) an amount of indebtedness that would result in the ratio of our total secured indebtedness (other than indebtedness secured by second or third priority liens on the collateral) to our consolidated cash flow being equal to 3.0 to 1.0 and (c) up to $50 million of additional indebtedness and (2) to secure an unlimited principal amount of additional senior secured floating rate notes (issued after the closing date of this offering) with second priority liens on the collateral provided that the indebtedness represented by such additional notes could be incurred under such indenture. If we incur any additional indebtedness that is secured on a prior basis to the senior secured floating rate notes, such notes will be effectively junior to our obligations under such additional indebtedness to the extent of the value of the collateral. Thus, such additional indebtedness, like our obligations under our senior secured credit facilities, will have a senior claim to the assets that are pledged as collateral before the collateral may be available for making any payments on the senior secured floating rate notes. If we issue additional senior secured floating rate notes, the holders of such notes will be entitled to share ratably with the holders of the senior secured floating rate notes offered hereby in any proceeds distributed in connection with any foreclosure upon the collateral or an insolvency, liquidation, reorganization, dissolution or other winding-up of our company. The foregoing considerations may have the effect of reducing or even eliminating the amount of proceeds paid to you.

You may face foreign exchange risks as a result of investing in the senior secured floating rate notes.

The senior secured floating rate notes are denominated and payable in euros. If you are a U.S. investor, an investment in the senior secured floating rate notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the euro relative to the U.S. dollar because of economic, political and other factors over which we have no control. Depreciation of the euro against the U.S. dollar could cause a decrease in the effective yield of the senior secured floating rate notes below their stated coupon rates and could result in a loss to you on a U.S. dollar basis.

You may face tax consequences as a result of investing in the senior secured floating rate notes.

The senior secured floating rate notes are denominated in and payable in euros. If you are a U.S. investor in the senior secured floating rate notes, complex rules may apply requiring you to translate interest earned and gain or loss realized from euros into U.S. dollars. Accordingly, you may be required to recognize taxable gain or loss as a result of the movement in exchange rates between the time of purchase and the time of disposition of an exchange note, which will be treated as ordinary income or loss. See the more detailed discussion under “Material United States Federal Income and Estate Tax Considerations—United States Holders—Euro Denominated Notes.”

Risks Related to Our Business

We had never operated as a stand-alone entity prior to the closing of the Acquisition and our business could suffer if we fail to develop the systems and infrastructure necessary to support our business as a stand-alone entity.

Following the Acquisition, we began to operate as a stand-alone entity and, accordingly, began to develop and implement the systems and infrastructure necessary to support our current and future business. If we fail to develop these systems and infrastructure, our business will suffer. Pactiv has historically provided us with operational, financial and other support. Although Pactiv will provide us with various interim and ongoing services, these arrangements will terminate six months after the closing of the Acquisition (or twelve months after the closing of the Acquisition in the case of information and telecommunication services). After the expiration of these various arrangements, we may not be able to replace the interim and ongoing services on terms and conditions, including costs, as favorable as those that we had as divisions of Pactiv or pursuant to these arrangements. We also may not be able to develop the necessary systems and infrastructure to operate as a stand-alone entity. Any failure to do so could seriously harm our business, results of operations and financial condition.

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Because our historical financial information may not be representative of our results as a separate company, you have limited financial information on which to evaluate our business and your investment decision.

The historical financial information we have included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we been a separate, stand-alone entity during the periods presented and may not be indicative of what our results of operations, financial position and cash flows will be in the future. As a result, you have limited information on which to evaluate our business and your investment decision. This is because:

See note 2 to the audited combined financial statements.

Our financial performance is dependent on plastic resin prices as well as the continued availability of resin and energy costs.

The primary raw materials we use in the manufacture of some of our products are various plastic resins, primarily polyethylene, which represented approximately 44% of our 2004 raw material costs. Our financial performance therefore is dependent to a substantial extent on the plastic resin market.

The capacity, supply and demand for plastic resins and the petrochemical intermediates from which they are produced are subject to cyclical price fluctuations and other market disturbances, including supply shortages. We currently purchase our raw materials, including resin, from Pactiv. For a period of two years following closing of the Acquisition, Pactiv has agreed to communicate to its suppliers our orders for resin together with its own orders for resin, as long as Pactiv is not disadvantaged by this arrangement. Following termination of these arrangements with Pactiv, we will independently purchase our raw materials from third party suppliers. Since we have never purchased raw materials as a stand-alone entity, we cannot give any assurance that we will be able to obtain these materials on the same terms or in the same manner as our arrangements with Pactiv. In addition, in the event of an industry-wide general shortage of resins used by us, or a shortage or discontinuation of certain types or grades of resin purchased from one or more of our suppliers, we may not be able to arrange for alternative sources of resin. Any such shortage may negatively impact our sales and financial condition and our competitive position versus companies that are able to better or more cheaply source resin. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Principal Factors Affecting Our Results of Operations.”

Additionally, we may be subject to significant increases in resin prices that may materially impact our financial condition. Over the past few years, resin prices have more than doubled. Plastic resin prices may continue to fluctuate as a result of changes in natural gas and crude oil prices. The instability in the world markets for petroleum and natural gas could materially adversely affect the prices and general availability of raw materials quickly. Due to the uncertain extent and rapid nature of cost increases, we cannot reasonably estimate our ability to successfully recover any cost increases. Additional resin price increases were announced in North America in August and September 2005. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Principal Factors Affecting Our Results of Operations.” Even if we are able to pass these price increases on to our customers, our gross margins could decline and we may not be able to implement other price increases for our products. To the extent that cost increases cannot be passed on to our customers, or the duration of time lags associated with a pass-through becomes significant, such increases may have a material adverse effect on our profitability.

Freight costs are a meaningful part of our cost structure. Over the past several years, we have experienced increased freight costs as a result of rising energy costs. Such cost increases, to the extent that they cannot be passed on to our customers or minimized through our productivity programs, may have a material adverse effect on our profitability.

We face competition in each of our businesses and our customers may not continue to purchase our products.

We face significant competition in the sale of our products. We compete with multiple companies with respect to each of our products, including divisions or subsidiaries of larger companies and foreign competitors. Certain of our competitors are substantially larger, are well established and have financial and other resources that are greater than ours and may be

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better able to withstand price competition. Specifically, our Global Protective Packaging products compete with similar products made by other manufacturers and with a number of other packaging products that provide protection against damage to customers’ products during shipment and storage. Our primary competitor in protective packaging is Sealed Air, while we also selectively compete with companies such as Poly Air, FP International and Storopack in North America and Fagerdala, Sansetu and BFI in Europe. Our European Specialty Packaging competes with a number of national and regional suppliers in each of its key products and end markets, and there are additional competitive pressures in some markets due to increasing consolidation among our customers.

We compete on the basis of a number of considerations, including price (on a price-to-value basis), service, quality, performance, product characteristics, brand recognition and loyalty, marketing, product development, sales and distribution, and ability to supply products to customers in a timely manner. Increases in our prices as compared to those of our competitors could materially adversely affect us.

The competition we face involves the following key risks:

In addition, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer requirements. Technological advances by our competitors may lead to new manufacturing techniques and make it more difficult for us to compete. In addition, since we do not have long-term arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products.

If we are unable to meet future capital requirements, our businesses may be adversely affected.

We have made significant capital expenditures in our businesses in recent years to improve productivity, quality and service. We spent approximately $35.7 million, $25.5 million, $19.3 million and $25.0 million in capital expenditures in fiscal years 2002, 2003, 2004 and 2005. As we grow our businesses, we may have to incur significant additional capital expenditures. We cannot assure you that we will have, or be able to obtain, adequate funds to make all necessary capital expenditures when required, or that the amount of future capital expenditures will not be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product offerings may become dated, our productivity may decrease and the quality of our products may be adversely affected, which, in turn, could reduce our sales and profitability and impair our ability to satisfy our obligations under the notes. In addition, even if we are able to invest sufficient resources, these investments may not generate net sales that exceed our expenses, generate any net sales at all or result in any commercially acceptable products.

Our business could be materially hurt by economic downturns.

Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate, including, for Global Protective Packaging, general industrial, high tech electronics, furniture manufacturing, building products, retail, and agriculture end-markets, and for European Speciality Packaging, fresh food, consumer products, dry food, medical, foodservice, convenience foods, bakery, and confectionery end-markets. The demand for our products by our customers in these end-markets depends, in part, on general economic conditions and business confidence levels. A decline in economic activity in the United States and Europe could materially adversely affect our financial condition and results of operation.

Our business is subject to risks associated with manufacturing processes.

Our Global Protective Packaging division operates 18 manufacturing facilities in North America and 13 in Europe and our European Speciality Packaging division operates 8 manufacturing facilities in Germany, the United Kingdom and Egypt. We produce substantially all of our products in these facilities, including hospital supplies and foodservice products, which require special care to avoid contamination during manufacturing. Unexpected failures of our equipment and machinery, as well as contamination in the clean rooms used to manufacture our hospital supplies and foodservice products, may result in production delays, revenue loss, third party lawsuits and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows.

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While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term, could have a material adverse effect on us. Moreover, our business interruption and general liability insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations. Furthermore, we cannot assure you that we will maintain our insurance on acceptable terms in the future.

We may make acquisitions or divestitures that may be unsuccessful.

We have made, and may in the future opportunistically consider, the acquisition of other manufacturers or product lines of other businesses that either complement or expand our existing business, or the divestiture of some of our businesses. We cannot assure you that we will be able to consummate any acquisitions or that any future acquisitions or divestitures will be able to be consummated at acceptable prices and terms. Acquisitions or divestitures involve a number of special risks, including some or all of the following:

Additionally, any acquisitions or dispositions we may make could result in significant increases in our outstanding indebtedness and debt service requirements.

Our business operations could be significantly disrupted if members of our management team were to leave.

Our success depends to a significant degree upon the continued contributions of our senior management. Our senior operating management members average approximately 18 years of industry experience and approximately 10 years of experience with our company and have extensive engineering, manufacturing and finance backgrounds. We believe that the depth of our management team is instrumental to our continued success. The loss of any of our key executive officers in the future could significantly impede our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives.

On February 6, 2006, we announced that Vincent P. Langone was appointed as our new President and Chief Executive Officer effective immediately. Mr. Langone also joined the board of directors of Pregis Holding II and will become an investor in our company. Mr. Langone succeeded Glenn Fischer, who served as our Interim Chief Executive Officer from January 1, 2006 to February 5, 2006. Mr. Fischer remains a member of the board of directors of Pregis Holding II. On December 1, 2005, we announced that our then Chief Executive Officer, James D. Morris, decided to leave his position for personal reasons. His resignation became effective December 31, 2005. Mr. Morris continues to work with us as a consultant, an investor and a member of the board of directors of Pregis Holding II.

On November 14, 2005, we announced that Kevin J. Corcoran and the company reached a mutual agreement that Mr. Corcoran will cease to serve as our Chief Financial Officer. Mr. Corcoran has agreed to continue serving as our Chief

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Financial Officer until his successor has been appointed, at which time his resignation will become effective. A search for Mr. Corcoran’s replacement is underway.

Because a small number of stockholders own all of our common stock, they control all major corporate decisions and their interests may conflict with the interests of the holders of the notes.

AEA Investors controls all of our common stock and has the power to control our affairs and policies. AEA Investors also controls the election of our directors, the appointment of our management and the entering into of business combinations or dispositions and other extraordinary transactions. The directors so elected have the authority, subject to the terms of the indentures and our senior secured credit facilities, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions that would be detrimental to holders of the notes.

The interests of AEA Investors could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of AEA Investors, as equity holders, might conflict with your interests as a noteholder. Affiliates of AEA Investors may also have an interest in pursuing acquisition, divestitures, financings and other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a noteholder.

We may be unable to respond effectively to technological changes in our industry.

We have made substantial investments to develop advanced packaging manufacturing technologies, and as a result we have a significant portfolio of industry-leading products and technologies. For instance, we believe Global Protective Packaging is one of only three manufacturers of extruded engineered foam in both North America and Europe, the only producer of polypropylene sheet foam in North America and the first producer of inflatable engineered cushioning with individual cells. Our future business success will continue to depend upon our ability to maintain and enhance our technological capabilities, develop and market products and applications that meet changing customer needs and successfully anticipate or respond to technological changes on a cost-effective and timely basis. Our inability to anticipate, respond to or utilize changing technologies could have an adverse effect on our business, financial condition or results of operations.

Our business operations could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights.

We currently rely on a combination of registered and unregistered trademarks, patents, copyrights, domain names, proprietary know-how, trade secrets and other intellectual property rights throughout the world to protect certain aspects of our business. We employ various methods to protect our intellectual property, including confidentiality and non-disclosure agreements with third parties.

While we attempt to ensure that our intellectual property and similar proprietary rights are protected, despite the steps we have taken to prevent unauthorized use of our intellectual property, third parties and current and former employees and contractors may take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation. We have relied on, and in the future we may continue to rely on litigation to enforce our intellectual property rights and contractual rights, and, if such enforcement measures are not successful, we may not be able to protect the value of our intellectual property. Regardless of its outcome, any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations. See “Business—Legal Proceedings.”

In addition, we face the risk of claims that we are infringing third parties’ intellectual property rights. We believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties. However, we have received, and from time to time, may receive in the future, claims from third parties by which such third parties assert infringement claims against us and can give no assurance that claims or litigation asserting infringement by us of third parties’ intellectual property rights will not be initiated in the future. Any such claim, even if it is without merit, could be expensive and time-consuming; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; could divert management time and attention; and could require us to enter into costly royalty or licensing arrangements, to the extent such arrangements are available. See “Business—Legal Proceedings.”

We are subject to government regulation.

We are subject to government regulation by many U.S. and non-U.S. supranational, national, federal, state and local governmental authorities. For instance, our protective and flexible packaging products are subject to the U.S. Clean Air Act, U.S. Food, Drug and Cosmetic Act, U.S. Consumer Product Safety Act, U.S. Meat Products Inspection Acts, Canada Food and Drug regulations and various E.U. directives. In some circumstances, before we may sell some of our products these

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authorities must approve these products, our manufacturing processes and facilities. We are also subject to ongoing reviews of our products and manufacturing processes.

In order to obtain regulatory approval of various new products, we must, among other things, demonstrate to the relevant authority that the product is safe and effective for its intended uses and that we are capable of manufacturing the product in accordance with current regulations. The process of seeking approvals can be costly, time consuming and subject to unanticipated and significant delays. There can be no assurance that approvals will be granted to us on a timely basis, or at all. Any delay in obtaining, or any failure to obtain or maintain, these approvals would adversely affect our ability to introduce new products and to generate revenue from those products.

New laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscation, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. If we fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as criminal penalties, which could have an adverse effect on our business, financial condition or results of operations.

The cost of complying with laws relating to the protection of the environment may be significant.

We are subject to extensive federal, state, municipal, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge of pollutants into the air and water and those regulating the treatment, storage, disposal and remediation of, and exposure to, solid and hazardous wastes and hazardous materials. Certain environmental laws and regulations impose joint and several liability on past and present owners and operators of sites, to clean up, or contribute to the cost of cleaning up sites at which contaminants were disposed or released without regard to whether the owner or operator knew of or caused the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. In addition, under certain of these laws and regulations, a party that disposes of contaminants at a third party disposal site may also become a responsible party required to share in the costs of in the investigation or cleanup of the site.

While we believe that the future cost of compliance with environmental laws and regulations and liabilities associated with claims or known environmental conditions will not have a material adverse effect on our business, future events, such as new or more stringent environmental laws and regulations, any related damage claims, the discovery of previously unknown environmental conditions requiring response action, or more vigorous enforcement or new interpretations of existing environmental laws and regulations may require us to incur additional costs that could be material. We believe our cost of compliance with environmental laws and regulations did not exceed $1.5 million in 2005.

Our international operations expose us to risks related to conducting business in multiple jurisdictions outside the United States.

The international scope of our operations may lead to volatile financial results and difficulties in managing our business. We generated 63% of our sales outside the United States for the twelve months ended September 30, 2005. International sales and operations are subject to a number of risks, including:

Any of these factors, by itself or in combination with others, could materially and adversely effect our business, results of operations or financial condition.

Our exposure to currency exchange rate fluctuations results primarily from the translation exposure associated with the preparation of our combined consolidated financial statements, as well as from transaction exposure associated with generating revenues and incurring expenses in different currencies. While our combined financial statements are reported in U.S. dollars, the financial statements of our subsidiaries outside the United States are prepared using the local currency as the functional currency and translated into U.S. dollars by applying an appropriate exchange rate. As a result, fluctuations in the

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exchange rate of the U.S. dollar relative to the local currencies in which our subsidiaries outside the United States report could cause significant fluctuations in our results. We record sales and expenses in a variety of currencies.

While our expenses with respect to foreign operations are generally denominated in the same currency as the corresponding sales, we have transaction exposure to the extent our receipts and expenditures are not offsetting in any currency. Moreover, the costs of doing business abroad may increase as a result of adverse exchange rate fluctuations.

If we are unable to improve existing products and develop new products, our sales and industry position may suffer.

We believe that our future success will continue to depend, in part, upon our ability to make innovations in our existing products and to develop, manufacture and market new products. This will depend, in part, on the success of our research and development and engineering efforts, our ability to expand or modify our manufacturing capacity and the extent to which we convince customers and consumers to accept our new products. Historically, our ability to innovate has been a key factor in our ability to expand our product line and grow our revenue base. For example, Global Protective Packaging recently introduced Hefty Express^® poly mailers, and Air-Paq^™ cushion products. If we fail to successfully introduce, market and manufacture new products or product innovations and differentiate our products from those of our competitors, our ability to maintain or expand our sales and to maintain or enhance our industry position could be adversely affected, which in turn could materially adversely affect our business, financial condition or results of operations.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We have never operated as a stand-alone entity prior to the closing of the Acquisition and only recently did we begin to develop and implement our own internal control system. We are continuing to evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, our financial statements may not accurately reflect our financial condition.

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USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement entered into in connection with the issuance of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes and have agreed to pay the expenses of the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange outstanding notes in like principal amount. The form and terms of the exchange notes are identical to the form and terms of the outstanding notes, except as otherwise described herein under “The Exchange Offer—Terms of the Exchange Offer.”

The net proceeds from the offering of the outstanding notes, after deducting the initial purchasers’ discount, was approximately $263.3 million. We used the net proceeds from the offering of the outstanding notes, together with borrowings under our senior secured credit facilities and the equity contribution:

The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness.

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CAPITALIZATION

The following table sets forth our cash and temporary cash investments and capitalization as of September 30, 2005 on an actual basis and on a pro forma basis to give effect to the Transactions. This table should be read in conjunction with the combined financial statements and the related notes included elsewhere in this prospectus and “Use of Proceeds” and “Unaudited Pro Forma Combined Financial Information.”

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THE ACQUISITION

On June 23, 2005, we entered into a purchase agreement with Pactiv and certain of its affiliates to purchase all of the outstanding shares of capital stock of the subsidiaries operating Pactiv’s protective packaging and European specialty packaging businesses. On October 12, 2005, the Acquisition was consummated. The purchase price for the Acquisition was $523.5 million, subject to working capital and indebtedness adjustments to be determined pursuant to the stock purchase agreement following the closing of the Acquisition and other agreements between the parties. The Acquisition was financed with the proceeds from the offering of the outstanding notes, borrowings under our senior secured credit facilities and an equity contribution to Pregis Holding I by affiliates of AEA Investors. See “Description of Other Indebtedness.”

Stock Purchase Agreement

The stock purchase agreement for the Acquisition contains customary representations, warranties and covenants for acquisition transactions of similar type and size. In addition, Pactiv has agreed to indemnify us for, among other things:

Pactiv has also agreed to indemnify us from and against all claims, losses, damages and costs attributable to breaches of the representations and warranties made by Pactiv and its affiliates in the stock purchase agreement that exceed negotiated de minimis and deductible thresholds, up to a maximum of $78.5 million. In addition, Pactiv has agreed to pay all bonuses received by management in connection with the consummation of the Acquisition.

Separately, Pactiv has also agreed to indemnify us against losses, damages and costs related to an ongoing intellectual property litigation matter. See “Business—Legal Proceedings.”

Transition Services and Lease Agreements with Pactiv

In order to facilitate an orderly transition of the businesses being acquired by us, we entered into a transition services agreement with Pactiv at the closing of the Acquisition. Under the terms of the transition services agreement, Pactiv will provide us with certain identified human resource management, financial and accounting, information and telecommunications and other services. Pactiv has agreed to provide the services for a period of up to six months (or twelve months in the case of information and telecommunications services). Each service that Pactiv provides has a related fee, which is payable by us on a monthly basis. Under the terms of the transition services agreement, we may terminate each and any of the services prior to its expiration.

In addition, in a separate lease agreement we entered into with Pactiv at the closing of the Acquisition, Pactiv agreed to lease space in its headquarters building to us for a period of up to twelve months following the closing of the Acquisition. This allows our headquarters team to remain in place until suitable other space can be found. Under the lease agreement, we will pay Pactiv market rent for the space.

Licensing Agreements

In order to continue to manufacture, distribute and sell shipping mailers, including protective bags comprised of paper or plastic and air cellular cushion material, under the Hefty Express^® brand name following closing, we entered into a trademark license agreement with Pactiv at the closing of the Acquisition. The license is an exclusive, royalty-free license and will terminate ten years following the closing date of the Acquisition. Pactiv has agreed that, following the expiration of the license, Pactiv will not use, or permit others to use, the Hefty Express^® mark in connection with the manufacture, marketing distribution and sale of shipping mailers.

In turn, we entered into a license agreement to grant Pactiv a perpetual, royalty-free license to allow Pactiv to continue to use certain patents that are owned by us following the closing of the Acquisition in the manufacture and sale of certain products, including the manufacture of tamper-evident packaging containers in the United States.

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Distribution Agreement

Pactiv entered into a distribution agreement at the closing of the Acquisition to continue to allow our United Kingdom-based food service business to act as a non-exclusive distributor of certain food-packaging products in Europe for a period of at least three years following the closing date of the Acquisition.

Non-Competition Agreement

Pactiv entered into a non-competition agreement with us at the closing of the Acquisition. The non-competition agreement contains customary terms that restrict Pactiv’s ability to compete with us following the closing of the Acquisition, subject to certain exceptions. These restrictions will continue until three years after the closing date of the Acquisition.

Purchase Agreements

At closing of the Acquisition, we entered into two purchase agreements with Pactiv. In one purchase agreement, Pactiv has agreed to sell to us certain pre-made bags and in the other purchase agreement we agreed to sell Pactiv sill sealers. Each purchase agreement has a duration of eighteen months and the pricing for the goods sold has been set so that each of us and Pactiv receives a similar profit margin for these products. The agreements are meant to keep in place the current business practices with respect to these products during the transition period of our business to a stand-alone company.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined balance sheet as of September 30, 2005 and the unaudited pro forma combined statements of operations for the year ended December 31, 2004 and the nine months ended September 30, 2004 and 2005, and the accompanying notes thereto, have been prepared to illustrate the effects of the Transactions on our historical financial position and results of operations. See “Prospectus Summary—The Acquisition.”

The unaudited pro forma combined balance sheet gives effect to the Transactions as if they had all occurred on September 30, 2005. The unaudited pro forma combined statements of operations give effect to the Transactions as if they had occurred on January 1, 2004. The unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent our financial condition had the Transactions occurred as of the respective dates indicated above. In addition, the unaudited pro forma combined financial information does not purport to project our future financial position or operating results as of any future date or for any future period.

The following unaudited pro forma combined financial information has been derived by the application of pro forma adjustments to our unaudited and audited historical combined financial statements included elsewhere in this prospectus. The pro forma adjustments and certain assumptions underlying these adjustments, using the purchase method of accounting, are described in the accompanying notes, and should be read in conjunction with these unaudited pro forma combined financial statements. The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable and may be revised as additional information becomes available.

All euro-denominated indebtedness incurred in connection with the Transactions has been calculated using an exchange rate of euros to U.S. dollars of 0.8098 pursuant to a forward currency hedge agreement between us and Lehman Brothers Special Financing Inc.

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Pregis Corporation

Unaudited Pro Forma Condensed Balance Sheet

As of September 30, 2005

(dollars in thousands)