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– Release Delayed ·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
Form of Instructions to Registered Holder from Beneficial Owner |
Exhibit 99.3
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2013
AND/OR
12 3/8% SENIOR SUBORDINATED NOTES DUE 2013
OF
PREGIS CORPORATION
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus dated [ ], 2006 (the “Prospectus”) of Pregis Corporation (“Pregis”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which constitute Pregis’ offer (the “Exchange Offer”) to exchange (1) up to €100,000,000 principal amount of its new Second Priority Senior Secured Floating Rate Notes due 2013 (the “Senior Secured Floating Rate Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to €100,000,000 principal amount of its issued and outstanding Second Priority Senior Secured Floating Rate Notes due 2013 (the “Outstanding Senior Secured Floating Rate Notes”) and (2) up to $150,000,000 principal amount of its new 12 3/8% Senior Subordinated Notes due 2013 (the “Senior Subordinated Exchange Notes”) (together with the Senior Secured Floating Rate Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act, for up to $150,000,000 principal amount of its issued and outstanding 12 3/8% Senior Subordinated Notes due 2013 (the “Outstanding Senior Subordinated Notes”) (together with the Outstanding Senior Secured Floating Rate Notes, the “Outstanding Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):
€ of Second Priority Senior Secured Floating Rate Notes due 2013.
$ of 12 3/8% Senior Subordinated Notes due 2013.
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
¨ | To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert stated amount at maturity of Outstanding Notes to be tendered (if any)): |
€ of Second Priority Senior Secured Floating Rate Notes due 2013.
$ of 12 3/8% Senior Subordinated Notes due 2013.
¨ | NOT to TENDER any Outstanding Notes held by you for the account of the undersigned. |
If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such beneficial owner, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) if the undersigned or any such other person is not a broker-dealer or is a broker-dealer but will not receive Exchange Notes for its own account in exchange for Outstanding Notes, neither the undersigned nor any such other person is engaged in or intends to engage in a distribution of the Exchange Notes and (iv) neither the undersigned nor any such other person is an “affiliate” of Pregis or any of the guarantors within the meaning of Rule 405 under the Securities Act, or, if the undersigned or any such other person is such an “affiliate”, that the undersigned or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an “affiliate” of Pregis or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print): |
||||
Signature(s): | ||||
Address: | ||||
Telephone Number: | ||||
Taxpayer identification or Social Security Number: | ||||
Date: | ||||
2
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/06 SEC UPLOAD¶ 10/21/17 1:11K Pregis Holding II Corp. |