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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 Letter to Registered Holders |
Exhibit 99.5
TENDER FOR
ALL OUTSTANDING
SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2013
IN EXCHANGE FOR
SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2013
AND
ALL OUTSTANDING
12 3/8% SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR
12 3/8% SENIOR SUBORDINATED NOTES DUE 2013
OF
PREGIS CORPORATION
To Registered Holders:
We are enclosing herewith the material listed below relating to the offer (the “Exchange Offer”) by Pregis Corporation (“Pregis”) 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”), in each case, upon the terms and subject to the conditions set forth in the Prospectus, dated [ ], 2006, and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
| 1. | Prospectus dated [ ], 2006; |
| 2. | Letter of Transmittal; |
| 3. | Notice of Guaranteed Delivery; |
| 4. | Instruction to Registered Holder from Beneficial Owner; and |
| 5. | Letter which may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such clients’ instruction with regard to the Exchange Offer. |
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M., NEW YORK CITY TIME, ON [ ], 2006, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to Pregis 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 holder, (ii) neither the holder of Outstanding Notes 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 holder
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 holder nor any such other person is engaged in or intends to engage in a distribution of the Exchange Notes and (iv) neither the holder 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 such holder or any such other person is such an “affiliate”, that such holder or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder 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.
The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Outstanding Notes for you to make the foregoing representations.
Pregis will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. Holders who tender their Outstanding Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, The Bank of New York, in the manner set forth below.
| The Bank of New York 101 Barclay Street 21W Attention: Vanessa Mack | ||
| By: |
Telephone: (212) 815-5346 Facsimile: (212) 815-5802/3 | |
Very truly yours,
Pregis Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PREGIS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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. |