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Graphic Packaging Corp, et al. – ‘424B3’ on 12/23/03

On:  Tuesday, 12/23/03, at 5:19pm ET   ·   Accession #:  1047469-3-41850   ·   File #s:  333-110597, -01, -02

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

12/23/03  Graphic Packaging Corp            424B3                  1:1.4M                                   Merrill Corp/New/FA
          Gpi Holding Inc
          Graphic Packaging International Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML   1.27M 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110597
333-110597-01
333-110597-02

PROSPECTUS

Graphic Packaging International, Inc.

Offers to Exchange
$425,000,000 Outstanding
8.50% Senior Notes due 2011
for $425,000,000 Registered
8.50% Senior Notes due 2011
and
$425,000,000 Outstanding
9.50% Senior Subordinated Notes due 2013
for $425,000,000 Registered
9.50% Senior Subordinated Notes due 2013

The New Notes:

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The terms of the new senior notes and the new senior subordinated notes offered in the exchange offers are substantially identical to the terms of the old senior notes and the old senior subordinated notes, respectively, except that the new senior notes and the new senior subordinated notes are registered under the Securities Act of 1933 and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the old senior notes and the old senior subordinated notes, respectively, and will not entitle their holders to registration rights.

        Investing in the new notes involves risks. You should carefully review the risk factors beginning on page 11 of this prospectus.

The Exchange Offers:

•

Our offers to exchange old senior notes and old senior subordinated notes for new senior notes and new senior subordinated notes, respectively, will be open until 5:00 p.m., New York City time, on January 23, 2004, unless extended.



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No public market currently exists for the notes.

The Guarantees:

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Graphic Packaging Corporation and GPI Holding, Inc., the parent companies of Graphic Packaging International, Inc., will fully and unconditionally guarantee our payment obligations under the new notes, subject to release as provided for in the indentures for the notes.

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

The date of this prospectus is December 23, 2003.

TABLE OF CONTENTS

        We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in the prospectus. If you are given any information or representation about these matters that is not discussed, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

        In making an investment decision investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

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SUMMARY

        This summary does not contain all the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section titled "Risk Factors" and the consolidated financial statements and notes related to those statements incorporated by reference in this prospectus. In this prospectus, unless the context requires otherwise, references to "we," "us," "our" and the "combined company" mean Graphic Packaging Corporation and its subsidiaries. See "Glossary of Terms" for definitions of a number of terms that we use in this prospectus.

Our Business

        We are a leading provider of paperboard packaging solutions to multinational consumer products companies. We focus on the paperboard packaging market where we provide companies with packaging solutions designed to deliver marketing and performance benefits at a competitive cost. In doing this, we capitalize on our low-cost paperboard mills and converting plants, proprietary carton designs and packaging machines, and our commitment to customer service. We have long-term relationships with major consumer product companies, including Altria Group, Anheuser-Busch, General Mills, Miller Brewing Company, Coors Brewing Company, and numerous Coca-Cola and Pepsi bottling companies. In 2002, we had combined pro forma net sales of $2.25 billion.

        In August 2003, Riverwood and Graphic merged in a stock-for-stock transaction. The merger creates a global paperboard packaging company with leading market positions serving the beverage, food and other consumer products industries.

        We focus on providing a range of paperboard packaging products to major companies with well-recognized brands. Our customers have prominent market positions in the beer, soft drink, food, household products and tobacco industries. We supply our customers with packaging solutions designed to provide:

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convenience through ease of carrying and storage for consumers;



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a smooth surface printed with high-resolution, multi-color graphic images that help our customers improve brand awareness and visibility of their products on store shelves; and



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durability, stiffness, wet and tear strength, abrasion and heat resistance, leakage protection, microwave management, and moisture, gas and solvent barriers for our customers' packaging.

        We offer customers our paperboard, cartons and packaging machines, either as an integrated solution or separately. Our packaging products are used in the following end-use markets:

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beverage, including beer and soft drinks;



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food, including cereal, desserts, snacks, food service products, frozen and microwave foods, and pet foods;



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household products, including dishwasher and laundry detergent, sporting goods, healthcare, tissues and papers; and



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tobacco, including flip top boxes and cartons.

        Our packaging products are made from a variety of grades of paperboard. We make most of our packaging products from coated unbleached kraft paperboard, or CUK board, and coated recycled paperboard, or CRB, that we produce at our mills, and a portion from paperboard purchased from external sources. CUK board is a specialized high-quality grade of paperboard with

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excellent wet and tear strength characteristics and printability for high resolution graphics that make it particularly suited for a variety of packaging applications. Our CRB, a grade of recycled paperboard offering higher quality graphics, strength and appearance characteristics compared to other recycled grades, is specifically designed to maximize throughput on our high-speed web-litho presses. We print and cut, or convert, paperboard into cartons at our converting plants, and manufacture packaging machines designed to package bottles and cans and, to a lesser extent, non-beverage consumer products. We also sell paperboard produced by us to independent converters.

        We believe that we have low-cost, high quality converting plants and paperboard production facilities. We operate 30 carton converting plants in the United States, Canada, the United Kingdom, France, Spain and Brazil. We are the larger of two worldwide producers of CUK board and one of the largest North American producers of CRB. We produce CUK board on paperboard machines at our mills in Macon, Georgia and West Monroe, Louisiana and CRB at our mill in Kalamazoo, Michigan. We also produce white lined chip board at our mill in Norrköping, Sweden.

Our Strategies

        Our objective is to expand our position as a leading provider of paperboard packaging solutions. To achieve this objective, we are implementing the following strategies:

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Expand market share in our current markets and identify and penetrate new markets;



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Capitalize on Riverwood's and Graphic's complementary customer relationships, business competencies, and mills and converting assets;



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Develop and market innovative products and applications;



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Continue to reduce costs by focusing on operational improvements and identified operating synergies from the merger; and



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Use anticipated future cash flows to reduce debt.

The Merger

        On March 25, 2003, Riverwood Holding, Inc., Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation agreed to merge in a stock-for-stock transaction. On August 8, 2003, Graphic Packaging International Corporation merged with and into Riverwood Acquisition Sub LLC, a wholly owned subsidiary of Riverwood Holding, Inc., with Riverwood Acquisition Sub LLC as the surviving entity. Immediately prior to this merger, Riverwood Holding, Inc. transferred all of the shares of RIC Holding, Inc. to Riverwood Acquisition Sub LLC. After this merger, (1) RIC Holding, Inc. merged into Graphic Packaging Holdings, Inc. which was renamed GPI Holding, Inc., (2) the company formerly known as Graphic Packaging Corporation, or GPC, merged into Riverwood International Corporation, or RIC, which was renamed Graphic Packaging International, Inc., and (3) Riverwood Acquisition Sub LLC merged into Riverwood Holding, Inc. which was renamed Graphic Packaging Corporation.

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        The following charts depict (1) the organizational structures of Riverwood and Graphic, prior to the merger, and (2) our organizational structure subsequent to completion of the merger.

*

Guarantors of the new credit facilities.

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Summary of the Terms of the Exchange Offers

        On August 8, 2003, Graphic Packaging International completed an offering of $425,000,000 aggregate principal amount of 8.50% senior notes due 2011, or the old senior notes, and $425,000,000 aggregate principal amount of 9.50% senior subordinated notes due 2013, or the old senior subordinated notes. In this prospectus, we refer to (1) the old senior notes and the old senior subordinated notes together as the old notes, (2) the new senior notes and the new senior subordinated notes together as the new notes, and (3) the old notes and the new notes together as the notes.

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5

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Summary of the Terms of the Notes

        The terms of the new senior notes and the new senior subordinated notes offered in the exchange offers are identical in all material respects to the terms of the old senior notes and the old senior subordinated notes, respectively, except that the new notes:

•

are registered under the Securities Act, and therefore will not be subject to restrictions on transfer;



•

will not be subject to provisions relating to additional interest; and



•

will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

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Risk Factors

        You should consider carefully all of the information included or incorporated by reference in this prospectus and, in particular, the information under the heading "Risk Factors" beginning on page 11 in evaluating the exhange offers and an investment in the new notes.

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RISK FACTORS

        You should carefully consider the risk factors set forth below, as well as the other information included or incorporated by reference in this prospectus, before making an investment decision.

Risks Related to our Indebtedness and the Notes

We have substantial existing debt and may incur substantial additional debt, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and make payments on the notes.

        As of September 30, 2003, we had an aggregate principal amount of approximately $2.2 billion of outstanding debt and shareholders' equity of approximately $484 million.

        The indentures for the notes permit us to incur or guarantee additional indebtedness, including indebtedness under the new credit facilities, subject to specified limitations. In addition, we have additional borrowing capacity on a revolving credit basis under our new credit facilities. As such, we may incur substantial additional debt in the future.

        Our substantial debt could have important consequences to holders of the notes. Because of our substantial debt:

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes and our ability to satisfy our obligations with respect to the notes may be impaired in the future;



•

a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;



•

we will be exposed to the risk of increased interest rates because a portion of our borrowings will be at variable rates of interest; and



•

our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, and we may be more vulnerable to a downturn in general economic conditions or our business or be unable to carry out capital spending that is necessary or important to our growth strategy and productivity improvement programs.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business and adversely affect the holders of the notes offered hereby.

        Our new credit facilities contain covenants that, among other things, restrict our ability to:

•

dispose of assets;



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incur additional indebtedness, including guarantees;



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prepay other indebtedness or amend other debt instruments;



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pay dividends or make investments, loans or advances;



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create liens on assets;



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enter into sale and leaseback transactions;



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engage in mergers, acquisitions or consolidations;



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change the business conducted by us; and



•

engage in transactions with affiliates.

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        In addition, under our new credit facilities, we are required to comply with financial covenants, comprised of leverage and interest coverage ratio requirements, as well as limitations on the amount of capital expenditures. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control, and will be substantially dependent on the selling prices for our products, raw material and energy costs, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

        The indentures governing the notes also contain restrictive covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

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incur more debt;



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pay dividends, redeem stock or make other distributions;



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make investments;



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create liens;



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transfer or sell assets;



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merge or consolidate; and



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enter into transactions with our affiliates.

        The breach of any of the covenants or restrictions contained in our new credit facilities or our indentures could result in a default under the applicable agreement which would permit the applicable lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to make borrowings under our new credit facilities and may not be able to repay the amounts due under our new credit facilities and our notes. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent.

Our ability to generate the significant amount of cash needed to pay interest and principal amounts on the notes and service our other debt and our ability to refinance all or a portion of our indebtedness or obtain additional financing, depends on many factors beyond our control.

        Because we have substantial debt, to fund our debt service obligations we will require significant amounts of cash. Our ability to generate cash to meet scheduled payments or to refinance our obligations with respect to our debt will depend on our financial and operating performance which, in turn, is subject to prevailing economic and competitive conditions and to the following financial and business factors, some of which may be beyond our control:

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operating difficulties;



•

increased operating costs;



•

increased raw material and energy costs;



•

decreased demand for our products;



•

market cyclicality;



•

product prices;



•

the response of competitors;



•

regulatory developments;

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•

failure to realize the anticipated benefits of the merger; and



•

delays in implementing strategic projects.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce further or to delay capital expenditures, sell assets or seek to obtain additional equity capital, or restructure our debt. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We also cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. If required, we cannot be sure as to the timing of such sales or the proceeds that we could realize therefrom.

The guarantors of the notes are holding companies with no significant independent operations and no significant assets except capital stock of their respective subsidiaries. As a result, the guarantors of the notes would be unable to meet their obligations if we fail to make payment of interest or principal on the notes.

        Graphic Packaging Corporation is a holding company with no independent operations and no significant assets other than the capital stock of GPI Holding. Graphic Packaging Corporation, therefore, is dependent upon the receipt of dividends or other distributions from GPI Holding to fund any obligations that it incurs, including obligations under its guarantee of the notes. GPI Holding is also a holding company with no significant independent operations and no significant assets other than the capital stock of Graphic Packaging International. GPI Holding is, therefore, dependent upon the receipt of dividends or other distributions from Graphic Packaging International to fund any obligations that it incurs, including obligations under its guarantee of the notes. The indentures governing the notes do not, however, permit distributions from Graphic Packaging International to Graphic Packaging Corporation or GPI Holding, other than for certain specified purposes as described under "Description of Notes — Certain Covenants — Limitation on Restricted Payments." Our new credit facilities contain similar or more restrictive provisions. Accordingly, if Graphic Packaging International should at any time be unable to pay interest on or principal of the notes, it is highly unlikely that Graphic Packaging Corporation or GPI Holding will be able to distribute the funds necessary to enable GPI Holding or Graphic Packaging Corporation, respectively, to meet its obligations under its respective parent guarantees. If none of GPC's 8⁵/8% senior subordinated notes due 2012, or the prior GPC notes, remain outstanding, under the indentures for the notes, we will have the right to release GPI Holding and Graphic Packaging Corporation from all obligations under their respective parent guarantees.

The notes will be unsecured and structurally subordinated to some of our obligations, including obligations under our new credit facilities.

        The indentures governing the notes permit us to incur certain secured indebtedness, including indebtedness under our new credit facilities, which is secured by a lien on substantially all of our assets (other than assets of foreign subsidiaries), including pledges of all or a portion of the capital stock of certain of our subsidiaries. The notes are unsecured and therefore do not have the benefit of such collateral. Accordingly, if an event of default occurs under our new credit facilities, the senior secured lenders will have a prior right to our assets, to the exclusion of the holders of the notes. In such event, such assets would first be used to repay in full all amounts outstanding under

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our new credit facilities, resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of notes and other unsecured indebtedness.

        The notes are also structurally subordinated to all indebtedness and other obligations of our subsidiaries (other than subsidiaries that may in the future guarantee the notes). Our new credit facilities are guaranteed by our domestic subsidiaries and are therefore obligations of such subsidiaries. In addition, the senior subordinated notes rank junior in right of payment to all of our existing and future senior debt, including the senior notes and all borrowings under our new credit facilities. As a result of the foregoing, in the event of our bankruptcy, insolvency, liquidation or reorganization, holders of the notes may not be fully paid and may not be paid at all even though other creditors may receive full payment for their claims.

        As of September 30, 2003, we had indebtedness on our consolidated balance sheet of approximately $2.2 billion, of which approximately $1.3 billion was secured, approximately $21.5 million was debt of our subsidiaries and structurally senior to the senior notes and the senior subordinated notes, approximately $425.0 million was subordinated to the senior notes and the senior note guarantees, and approximately $1.75 billion was senior to the senior subordinated notes and the senior subordinated note guarantees. As of September 30, 2003, we had availability under our new credit facilities for additional borrowings of up to $281.3 million, all of which would have been secured.

We may be unable to raise funds necessary to finance the change of control repurchase offers required by the indentures governing the notes.

        If we experience specified changes of control, we are required to make an offer to purchase all of the outstanding notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The occurrence of specified events that constitute a change of control also constitute a default under our new credit facilities. In addition, our new credit facilities prohibit the purchase of the notes by us in the event of a change of control, unless and until such time as the indebtedness under our new credit facilities is repaid in full. In addition, our failure to purchase the notes after a change of control in accordance with the terms of the indentures, would result in a default under our new credit facilities.

        The inability to repay the indebtedness under our new credit facilities also constitutes an event of default under the indentures for the notes, which would have materially adverse consequences to us and to the holders of the notes. In the event of a change of control, we cannot assure you that we would have sufficient assets to satisfy all of our obligations under our new credit facilities and the notes. Our future indebtedness may also require such indebtedness to be repurchased upon a change of control.

Our being subject to certain fraudulent transfer and conveyance statutes may have adverse implications for the holders of the notes.

        If, under relevant federal and state fraudulent transfer and conveyance statutes, in a bankruptcy or reorganization case or a lawsuit by or on behalf of unpaid creditors of Graphic Packaging International, Graphic Packaging Corporation or GPI Holding, a court were to find that, at the time of issuance of the notes or the relevant guarantees:

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Graphic Packaging International issued or Graphic Packaging Corporation or GPI Holding guaranteed the notes with the intent of hindering, delaying or defrauding current or future creditors, or Graphic Packaging International, Graphic Packaging Corporation or GPI Holding received less than reasonably equivalent value or fair consideration for issuing or guaranteeing the notes, as applicable; and

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•

Graphic Packaging International, Graphic Packaging Corporation or GPI Holding, as the case may be,



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was insolvent or was rendered insolvent by reason of the incurrence or guarantee, as applicable, of the indebtedness constituting the notes,



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was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital,



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intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured, or



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was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment the judgment is unsatisfied, such court could avoid or subordinate the notes or the relevant parent guarantee to presently existing and future indebtedness of Graphic Packaging International or the guarantors, and take other action detrimental to the holders of the notes including, under certain circumstances, invalidating the notes or the parent guarantees.

        We believe that at the time the old notes were, or the new notes are, initially issued by Graphic Packaging International and guaranteed by Graphic Packaging Corporation and GPI Holding, Graphic Packaging International and the guarantors were, and will be, neither insolvent nor rendered insolvent thereby, and were, and will be in possession of sufficient capital to run their respective businesses effectively, incurring debts within their respective abilities to pay as the same mature or become due, and had, and will have, sufficient assets to satisfy any probable money judgment against them in any pending action. In reaching these conclusions, we have relied upon our analysis of internal cash flow projections and estimated values of assets and liabilities. However, a court passing on such questions may not reach the same conclusions.

You may have difficulty selling the old notes that you do not exchange.

        If you do not exchange your old notes for the new notes offered in the exchange offers, your old notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the indentures governing the notes and arose because we originally issued the old notes under exemptions from the registration requirements of the Securities Act.

        The old notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We did not register the old notes, and we do not intend to do so under the Securities Act. If you do not exchange your old notes, your ability to sell those notes will be significantly limited.

        If a large number of outstanding old notes are exchanged for new notes issued in the exchange offers, it may be more difficult for you to sell your unexchanged old notes due to the limited amounts of old notes that would remain outstanding following the exchange offers.

Risks Relating to Our Business

If we are unable to implement our business strategies, our business and financial condition could be adversely affected.

        Our future results of operations will depend in significant part on the extent to which we can implement our business strategies successfully. Our business strategies include growing revenues by expanding existing relationships with customers, capitalizing on anticipated business opportunities from the merger, developing and delivering new products, and achieving cost

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reductions and synergies from the merger. We may not be able to fully implement our strategies or realize the anticipated results of our strategies. Our strategies are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.

We will be dependent on key customers and strategic relationships, and the loss of or reduced sales to key customers or changes in these relationships could result in decreased revenues, impact our cash flows and harm our financial position.

        The loss of one or more key customers or strategic relationships, or a declining market in which these customers reduce orders or request reduced prices, may result in decreased revenues, negatively impact our cash flows and harm our financial condition. Our success will depend upon our relationships with our key customers, including Altria Group, General Mills, Coors Brewing Company, Anheuser-Busch, Miller Brewing Company, Pepsi-Cola and Coca-Cola's independent bottling network. Graphic's top ten customers accounted for approximately 66% of its gross sales in 2002, and Riverwood's top ten customers accounted for over 50% of its gross sales in 2002.

        From time to time our contracts with our customers will come up for renewal. We may be unable to renew agreements with our key customers. For example, in the fourth quarter of 2002, we were notified by Coca-Cola Enterprises, or CCE, that CCE would not renew its supply contract with us. CCE represented approximately 5% of Riverwood's consolidated net sales in 2002. We expect our volumes may be negatively impacted as a result of CCE's non-renewal notice. We may not be able to enter contracts with new customers to replace any key customers or strategic relationships that are lost or reduced. In addition, our contracts typically do not require customers to purchase any minimum level of products and many of our contracts will permit customers to obtain price quotations from our competitors, which we would have to meet to retain their business.

We face intense competition and, if we are unable to compete successfully against other manufacturers of paperboard or cartons, we could lose customers and our revenues may decline.

        We are subject to strong competition in most of our markets. A relatively small number of large competitors represent a significant portion of the paperboard packaging industry sales. Our primary competitors in one or more of our markets include Caraustar Industries, Inc., Field Container Company, L.P., Gulf States Paper Corporation, International Paper Company, MeadWestvaco Corporation, Packaging Corporation of America, R.A. Jones Co, Inc., Rock-Tenn Company and Smurfit-Stone Container Corporation. In addition, companies not currently in direct competition with us may introduce competing products in the future.

        There are only two major producers in the United States of CUK board, MeadWestvaco Corporation, or MeadWestvaco, and us. We face significant competition in the CUK board business segment from MeadWestvaco, as well as from other manufacturers of packaging machines. Our highly leveraged nature could limit our ability to respond to market conditions or to make necessary or desirable capital expenditures as effectively as our competitors. In addition, we could experience increased competition if there are new entrants in the CUK board market segment. In beverage multiple packaging, cartons made from CUK board compete with plastics and corrugated packaging for packaging glass or plastic bottles, cans and other primary containers. Plastics and corrugated packaging generally provide lower-cost packaging solutions.

        Our paperboard sales for use in consumer products packaging are affected by competition from other substrates, including MeadWestvaco's CUK board, solid bleached sulfate and clay-coated recycled paperboard and, internationally, white lined chip board and folding boxboard. Paperboard grades compete based on price, strength and printability. There are a large number of suppliers in paperboard packaging markets, which are subject to significant competitive and other

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business pressures. Suppliers of paperboard compete primarily on the basis of strength and printability of their paperboard, quality, service and price.

Our net sales and profitability could be adversely affected by intense pricing pressures.

        The competition in all of our business areas is driven by intense pricing pressures. The installation of state-of-the-art equipment by manufacturers has intensified the competitive pricing in the paperboard packaging industry. If our facilities are not as cost efficient as those of our competitors, or if our competitors otherwise are able to offer lower prices, we may lose customers to our competitors, which would negatively impact our revenues, cash flows and financial condition. We will face pricing pressure in connection with long-term contract renewals and when bidding on new business. Even in strong markets, price pressures may emerge as competitors attempt to gain a greater market share by lowering prices. Competition in the various markets in which we will participate comes from companies of various sizes, many of which are larger and have greater financial and other resources than we have, and thus can better withstand adverse economic or market conditions.

Our ability to generate cash flows is subject to price weaknesses and variability.

        Our financial performance, including, our ability to meet our debt service and other obligations, will depend in significant part on the selling prices that we realize for our paperboard, cartons and containerboard products.

        Our cash flow is influenced by sales volume and selling prices for our products. We have historically experienced moderate cyclical pricing for our CUK board. Depressed selling prices for open market sales of CUK board could have a significant negative impact on our cash flow. Also, under agreements we have with a number of major converters, we are restricted in our ability to raise the selling prices of our CUK board. This could negatively impact our margins if we were to experience increases in our costs due to inflation or otherwise. In addition, competitive factors may adversely affect prices for our CUK board in the future, which would have a negative impact on our margins.

        Our containerboard business segment operates in markets that historically have experienced significant fluctuations in sales. Depressed selling prices for our open market containerboard products have had, and in the future could have, a significant negative impact on our net sales and cash flow. In addition, competitive factors may adversely affect containerboard prices in the future, which would have a negative impact on our margins.

If we fail to realize the anticipated benefits of the merger, our ability to make payments on the notes may be impaired.

        If we fail to realize the anticipated benefits of the merger, our ability to make payments on the notes may be impaired. The success of the merger will depend, in part, on our ability to realize the anticipated growth opportunities and synergies from combining the business of Graphic with that of Riverwood. Integrating two companies with the size and complexity of Riverwood and Graphic is a challenging task that requires substantial time, expense and effort from our management. If management's attention is diverted or there are any difficulties associated with the integration of Riverwood and Graphic, there could be a material adverse effect on our operating results and our ability to pay principal and interest on the notes. Even after successfully combining the two business operations, it may not be possible to realize the full benefits of the integration opportunities between mills and carton converting plants, the synergies and the other benefits that we currently expect to result from the merger, or realize these benefits within the time frame that we currently expect.

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Markets may not be able to absorb our entire CUK board production, which may negatively impact our financial condition and results of operations.

        Our West Monroe and Macon mills have a current combined annual production capacity of approximately 1.2 million gross tons of CUK board. We expect to continue to sell a significant portion of our additional CUK board production in open markets. However, we may not be able to sell additional CUK board output in these markets without experiencing price reductions.

Our reliance on only three mills for our CUK board and CRB production could adversely affect our operating results and financial condition.

        All of our CUK board is produced at our West Monroe and Macon mills. All of our CRB is produced at our Kalamazoo mill. Any prolonged disruption in production due to labor difficulties, equipment failure or destruction of or material damage to these facilities, could have a material adverse effect on our net sales, margins and cash flows. The proceeds of property and business interruption insurance may not be adequate to repair or rebuild our facilities in such event or to compensate us for losses incurred during the period of any such disruption.

Our results from operations and financial condition will be dependent upon our costs, including the cost of energy and raw materials.

        Energy, including natural gas, fuel oil and electricity, represents a significant portion of our manufacturing costs. We believe that higher energy costs will negatively impact our results for 2003. Since negotiated contracts and the market largely determine our pricing, we are limited in our ability to pass through to our customers any energy or other cost increases that we may incur in the future. As such, our operating margins and profitability may be adversely affected by rising energy or other costs.

        The primary raw materials used in the manufacture of our products are pine pulpwood, hardwood and recycled fibers, including old corrugated cardboard, or OCC, newsprint and box cuttings used in the manufacture of paperboard, and various chemicals used in the coating of our paperboard. These materials are purchased in highly competitive, price sensitive markets. These raw materials have in the past, and may in the future, demonstrate price and demand cyclicality. Pricing of recycled paper fiber and OCC, in particular, tends to be very volatile.

        With the October 1996 sale of our timberlands, we now rely on private land owners and the open market for all of our pine pulpwood, hardwood and recycled fiber requirements, except for CUK board clippings from our converting operations. Under the terms of the sale of those timberlands, we and the buyer, Plum Creek Timber Company, L.P., or Plum Creek, entered into a 20-year supply agreement in 1996, with a 10-year renewal option, for the purchase, at market-based prices, of a majority of our West Monroe mill's requirements for pine pulpwood and residual chips, as well as a portion of its needs for hardwood at the West Monroe mill. If the supply agreement were terminated, we may not be able to find an alternative, comparable supplier or suppliers capable of providing our pine pulpwood and hardwood needs on terms or in amounts satisfactory to us. Significant increases in the cost of pine pulpwood, hardwood, recycled fiber or other raw materials, to the extent not reflected in prices for our products, could have a material adverse effect on our margins and income from operations.

We may not be able to adequately protect our intellectual property and proprietary rights, which could harm our future success and competitive position.

        Our future success and competitive position depend in part upon our ability to obtain and maintain protection for certain proprietary carton and packaging machine technologies used in our value added products, particularly those incorporating the Composipac®, Micro-Rite®, Fridge Vendor® and Z-Flute® technologies. Failure to protect our existing intellectual property rights may

18

result in the loss of valuable technologies or may require us to license other companies' intellectual property rights. It is possible that:

•

any of the patents owned by us may be invalidated, circumvented, challenged or licensed to others; or



•

any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.

        Further, others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents, and steps taken by us to protect our technologies may not prevent misappropriation of such technologies.

We are subject to environmental, health and safety laws and regulations, and costs to comply with such laws and regulations, or any liability or obligation imposed under such laws or regulations, could negatively impact our financial condition and results of operations.

        We are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous substances, the investigation and remediation of contamination resulting from releases of hazardous substances, and the health and safety of employees. Our environmental liabilities and obligations may result in significant costs, which could negatively impact our financial condition and results of operations. Capital expenditures may be necessary for us to comply with such laws and regulations, including the U.S. Environmental Protection Agency's regulations mandating stringent controls on air and water discharges from pulp and paper mills, or the cluster rules. We expect to spend approximately $22 million over the next three years to comply with the cluster rules. Any failure by us to comply with environmental, health and safety laws or any permits and authorizations required thereunder could subject us to fines or sanctions. In addition, some of our current and former facilities, and facilities at which we disposed of hazardous substances, are the subject of environmental investigations and remediations resulting from releases of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations could be imposed in the future or for which indemnification claims could be asserted against us. We cannot predict with certainty future investigation or remediation costs or future costs relating to indemnification claims. Also, potential future closures of facilities may necessitate further investigation and remediation at those facilities.

Loss of key management personnel could adversely affect our business.

        Our future success will depend, in significant part, upon the service of Jeffrey H. Coors, who is our Executive Chairman, Stephen M. Humphrey, who is our President and Chief Executive Officer, David W. Scheible, who is our Executive Vice President of Commercial Operations and John T. Baldwin, who is our Senior Vice President and Chief Financial Officer. We have employment agreements with each of these executive officers. The loss of the services of one or more of these executive officers could adversely affect our future operating results because of their experience and knowledge of our business and customer relationships. We do not expect to maintain key person insurance on any of our executive officers.

Work stoppages and other labor relations matters may make it substantially more difficult or expensive for us to manufacture and distribute our products, which could result in decreased sales or increased costs, either of which would negatively impact our financial condition and results of operations.

        We are subject to risk of work stoppages and other labor relations matters because approximately 53% of our employees, located at 12 different plants, are unionized. We may not be

19

able to successfully negotiate new union contracts covering the employees at our various sites without work stoppages or labor difficulties. These events may also occur as a result of other factors. A prolonged disruption at any of our facilities due to work stoppages or labor difficulties could have a material adverse effect on our net sales, margins and cash flows. For example, Graphic experienced a labor dispute at its Kalamazoo mill and carton plant from July 2002 to January 2003 in connection with the negotiation of a new labor contract. Direct, incremental costs associated with the labor dispute were approximately $4.5 million. In addition, if new union contracts contain significant increases in wages or other benefits, our margins would be adversely impacted.

Our operations outside the United States are subject to the risks of doing business in foreign countries.

        We have operating facilities in six foreign countries and sell products worldwide. For 2002, before intercompany eliminations, our combined pro forma net sales from operations outside the United States totaled approximately $342.0 million, representing approximately 15% of our combined pro forma net sales for such period. As a result, we are subject to the following significant risks associated with operating in foreign countries:

•

devaluations and fluctuations in currency exchange rates;



•

compliance with and enforcement of environmental, health and safety and labor laws and other regulations of the foreign countries in which we operate;



•

export compliance;



•

imposition of limitations on conversion of foreign currencies into U.S. dollars or remittance of dividends and other payments by foreign subsidiaries and difficulty repatriating funds;



•

imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;



•

hyperinflation in certain foreign countries; and



•

imposition or increase of investment and other restrictions by foreign governments.

        If any of the above events were to occur, our net sales and cash flows could be adversely impacted, possibly materially.

Foreign currency risks and exchange rate fluctuations could hinder our results of operations, and the strength of the U.S. dollar could disadvantage us relative to our foreign competitors.

        Our financial performance will be directly affected by exchange rates as a result of:

•

translations into U.S. dollars for financial reporting purposes of the assets and liabilities of our foreign operations conducted in local currencies;



•

gains or losses from foreign operations translated into U.S. dollars; and



•

a strong U.S. dollar relative to the currencies of the foreign countries we sell in, which will have the effect of reducing our margins.

We may be limited in the future in the amount of NOLs that we can use to offset income.

        As of December 31, 2002, we had approximately $1.2 billion of NOLs. These NOLs generally may be used by us to offset taxable income earned in subsequent taxable years. However, our ability to use these NOLs to offset our future taxable income may be subject to significant limitation. Imposition of any such limitation on our use of NOLs could have an adverse effect on our anticipated future cash flows. For a discussion of our NOLs, see "Management's Discussion and

20

Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Net Operating Loss Carryforwards."

We may be subject to losses that might not be covered in whole or in part by existing insurance coverage. These uninsured losses could result in substantial liabilities to the combined company that would negatively impact its financial condition.

        There are various types of risks and losses for which we are not insured, such as environmental liabilities, because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could incur liabilities, lose capital invested in that property or lose the anticipated future revenues derived from the manufacturing activities conducted at a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss could result in substantial liabilities to us or adversely affect our ability to replace property or capital equipment that is destroyed or damaged, and our productive capacity may diminish.

A few significant stockholders may influence or control the direction of our business, and their interests may conflict with your interests.

        The interests of Clayton, Dubilier & Rice Fund V Limited Partnership, or the CDR fund, EXOR Group S.A., or Exor, and the Coors family stockholders may not be fully aligned with your interests and this could lead to a strategy that is not in your best interest. The CDR fund and Exor beneficially own approximately 17% and 17%, respectively, and the Coors family stockholders own approximately 32% of our common stock, each calculated on a fully diluted basis. As a result, the CDR fund, Exor and the Coors family stockholders exercise significant influence over matters requiring stockholder approval. We have entered into a new stockholders agreement pursuant to which the CDR fund, Exor and the Coors family stockholders have the right to designate for nomination for election, in the aggregate, three members of our board of directors. We have not instituted any formal plans to address any conflicts of interest that may arise.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions. Forward-looking statements include the information in this prospectus, specifically, regarding:

•

management forecasts;



•

synergies, efficiencies and cost savings;



•

income and margins;



•

growth;



•

economies of scale;



•

combined operations;



•

the economy;



•

future economic performance;



•

future acquisitions and dispositions;



•

litigation;



•

potential and contingent liabilities;



•

management's plans;



•

taxes;



•

merger and integration-related expenses; and



•

product approvals and launches.

        Forward-looking statements are not guarantees of performance. You should not place undue reliance on these statements. You should understand that the following important factors, in addition to those discussed in "Risk Factors" and elsewhere in this prospectus, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•

the ability to provide low cost, high quality products and to become a single source supplier;



•

actions by customers and other third parties;



•

the effect of political and economic conditions, inflation and interest rates worldwide; and



•

the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, price controls and other regulatory matters.

        All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

MARKET AND INDUSTRY DATA

        Market data used throughout this prospectus, including our market position and market share, are based on estimates prepared by using data from various sources and on assumptions made by us. Although data regarding the paperboard packaging industry and our market position and market share within the industry are inherently imprecise, based on management's understanding of the markets in which we compete, management believes that such data is generally indicative of our position and market share within the industry. Our estimates, in particular as they relate to our general expectations concerning the paperboard packaging industry, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption "Risk Factors."

22

THE EXCHANGE OFFERS

        The following contains a summary of the material provisions of the exchange and registration rights agreements, or the registration rights agreements. It does not contain all of the information that may be important to an investor in the notes. Reference is made to the provisions of the registration rights agreements, which have been filed as exhibits to the registration statement. Copies are available as set forth under the heading "Where You Can Find More Information."

Terms of the Exchange Offers

        General.    In connection with the issuance of the old notes pursuant to the purchase agreement, dated as of August 1, 2003, between us and the initial purchasers, the holders of the notes from time to time became entitled to the benefits of the registration rights agreements.

        Under the registration rights agreements, we have agreed (1) to use our reasonable best efforts to file with the SEC within 120 calendar days following the issue date of the old notes, the registration statement, of which this prospectus is a part, with respect to registered offers to exchange the old notes of a series for the new notes of the same series; and (2) to use our reasonable best efforts to cause the registration statement to become effective under the Securities Act within 150 calendar days following the issue date of the old notes. We will keep the exchange offers open for the period required by applicable law.

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the applicable expiration date will be accepted for exchange. Relevant new notes will be issued in exchange for an equal principal amount of outstanding old notes accepted in the applicable exchange offer. Old notes may be tendered only in integral multiples of $1,000. This prospectus, together with the Letter of Transmittal, is being sent to all registered holders as of December 22, 2003. Each exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the obligation to accept old notes for exchange pursuant to the exchange offers is subject to certain customary conditions as set forth herein under "—Conditions".

        Old notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral or written notice of such acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the new notes and delivering new notes to such holders.

        Based on interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offers may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an "affiliate" of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

such new notes are acquired in the ordinary course of business;



•

at the time of the commencement of the exchange offers such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and



•

such holder is not engaged in and does not intend to engage in a distribution of such new notes.

23

        We have not sought and do not intend to seek a no-action letter from the SEC, with respect to the effects of the exchange offers, and there can be no assurance that the Staff would make a similar determination with respect to the new notes as it has in previous no-action letters.

        By tendering old notes in exchange for relevant new notes, and executing the letter of transmittal for such notes, each holder will represent to us that:

•

any new notes to be received by it will be acquired in the ordinary course of business;



•

it has no arrangements or understandings with any person to participate in the distribution of the old notes or new notes within the meaning of the Securities Act; and



•

it is not our "affiliate," as defined in Rule 405 under the Securities Act.

        If such holder is a broker-dealer, it will also be required to represent that it will receive the new notes for its own account in exchange for old notes acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of new notes. See "Plan of Distribution." If such holder is not a broker-dealer, it will be required to represent that it is not engaged in and does not intend to engage in the distribution of the new notes. Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of old notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the Staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. Each 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 new notes received in exchange for old notes, where such old 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 90 days after each applicable expiration date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        Upon consummation of the exchange offers, any old notes not tendered will remain outstanding and continue to accrue interest at the rate of 8.50% in the case of old senior notes, and 9.50% in the case of old senior subordinated notes, but, with limited exceptions, holders of old notes who do not exchange their old notes for new notes, pursuant to the applicable exchange offer will no longer be entitled to registration rights and will not be able to offer or sell their old notes unless such old notes are subsequently registered under the Securities Act, except pursuant to an exemption from or in a transaction not subject to, the Securities Act and applicable state securities laws. With limited exceptions, we will have no obligation to effect a subsequent registration of the old notes.

        Expiration Date; Extensions; Amendments; Termination.    The expiration date for each exchange offer shall be 5:00 p.m., New York City time, on January 23, 2004, unless Graphic Packaging International, Inc., in its sole discretion, extends an exchange offer, in which case the expiration date for such exchange offer shall be the latest date to which such exchange offer is extended.

        To extend an expiration date, we will notify the exchange agent of any extension by oral or written notice and will notify the holders of the relevant old notes by means of a press release or

24

other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date for such exchange offer. Such an announcement may state that we are extending the exchange offers for a specified period of time.

        With regards to each exchange offer, we reserve the right to

(1)

delay acceptance of any applicable old notes, to extend such exchange offer or to terminate such exchange offer and not permit acceptance of applicable old notes not previously accepted if any of the conditions set forth under " — Conditions" shall have occurred and shall not have been waived by us prior to the applicable expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent, or



(2)

to amend the terms of such exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

        Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice of such delay, extension or termination or amendment to the exchange agent. If the terms of an exchange offer are amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the relevant old notes of such amendment.

        Without limiting the manner in which we may choose to make public an announcement of any delay, extension or termination of the exchange offers, we shall have no obligations to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

        The new senior notes will accrue interest at the rate of 8.50% per annum and the new senior subordinated notes will accrue interest at the rate of 9.50% per annum, each accruing interest from the last interest payment date on which interest was paid on the corresponding old note surrendered in exchange for such new note to the day before the consummation of the applicable exchange offer and thereafter, at the rate of 8.50% per annum for the new senior notes and 9.50% per annum for the new senior subordinated notes, provided, that if an old note is surrendered for exchange on or after a record date for the applicable notes for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the new note received in exchange for such old note will accrue from the date of such interest payment date. Interest on the new notes is payable on February 15 and August 15 of each year, commencing February 15, 2004. No additional interest will be paid on old notes tendered and accepted for exchange.

Procedures for Tendering

        To tender in each exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of such letter of transmittal, have the signatures on such letter of transmittal guaranteed if required by such letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the applicable expiration date. In addition, either

•

certificates of old notes must be received by the exchange agent along with the applicable letter of transmittal;



•

a timely confirmation of a book-entry transfer of old notes into the exchange agent's account at the book-entry transfer facility, The Depository Trust Company, pursuant to the procedure

25

for book-entry transfer described below, must be received by the exchange agent prior to the applicable expiration date with the applicable letter of transmittal; or

•

the holder must comply with the guaranteed delivery procedures described below.

        We will only issue new notes in exchange for old notes that are timely and properly tendered. The method of delivery of old notes, letter of transmittal and all other required documents is at the election and risk of the note holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery and you should carefully follow the instructions on how to tender the old notes. No old notes, letters of transmittal or other required documents should be sent to us. Delivery of all old notes (if applicable), letters of transmittal and other documents must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your old notes or the tenders thereof.

        The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the applicable letter of transmittal. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf.

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by any member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution") unless the old notes tendered pursuant to such letter of transmittal or notice of withdrawal are tendered (1) by a registered holder of old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of an Eligible Institution.

        If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, submit with such letter of transmittal evidence satisfactory to us of their authority to so act.

        All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, such determination being final and binding on all parties. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or defects with respect to tender as to particular old notes. Our interpretation of the terms and conditions of each of the exchange offers, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the applicable expiration date.

26

        In addition, we reserve the right in our sole discretion, subject to the provisions of each indenture pursuant to which the notes are issued,

•

to purchase or make offers for any old notes that remain outstanding subsequent to the applicable expiration date or, as set forth under "—Conditions," to terminate the applicable exchange offer;



•

to redeem the relevant old notes as a whole or in part at any time and from time to time, as set forth under "Description of Notes—Optional Redemption;" and



•

to the extent permitted under applicable law, to purchase the relevant old notes in the open market, in privately negotiated transactions or otherwise.

        The terms of any such purchases or offers could differ from the terms of the exchange offers.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to an exchange offer all old notes properly tendered will be accepted promptly after the applicable expiration date, and the new notes of the same series will be issued promptly after acceptance of such old notes. See "—Conditions." For purposes of each of the exchange offers, old notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral or written notice thereof to the exchange agent. For each old note accepted for exchange, the holder of such series of old note will receive a new note of the same series having a principal amount equal to that of the surrendered old note.

        In all cases, issuance of new notes for old notes that are accepted for exchange pursuant to the applicable exchange offer will be made only after timely receipt by the exchange agent of

•

certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent's account at the applicable book-entry transfer facility;



•

a properly completed and duly executed letter of transmittal; and



•

all other required documents.

        If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the applicable exchange offer, such unaccepted or such non-exchanged old notes will be returned without expense to the tendering holder of such notes, if in certificated form, or credited to an account maintained with such book-entry transfer facility as promptly as practicable after the expiration or termination of such exchange offer.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at the book-entry transfer facility for purposes of the exchange offers within two business days after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent's account for the relevant notes at the book-entry transfer facility in accordance with such book-entry transfer facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at one of the addresses set forth below under "—Exchange Agent" on or prior to the applicable expiration date or the guaranteed delivery procedures described below must be complied with.

27

Exchanging Book-Entry Notes

        The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program ("ATOP") procedures to tender old notes.

        Any participant in the book-entry transfer facility may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent's account for the relevant notes in accordance with the book-entry transfer facility's ATOP procedures for transfer. However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of such old notes into the exchange agent's account for the relevant notes, and timely receipt by the exchange agent of an agent's message and any other documents required by the letter of transmittal. The term "agent's message" means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from a participant tendering old notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

        If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

•

the tender is made through an Eligible Institution;



•

prior to the applicable expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such Eligible Institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which



(1)

sets forth the name and address of the holder of the old notes and the principal amount of old notes tendered;



(2)

states the tender is being made thereby; and



(3)

guarantees that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and



•

the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

        Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the applicable expiration date. If the applicable expiration date has been extended, tenders pursuant to the applicable exchange offer as of the previously scheduled expiration date may not be withdrawn after such previously scheduled expiration date.

28

        For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the applicable expiration date at the address set forth below under "—Exchange Agent." Any such notice of withdrawal must

•

specify the name of the person having tendered the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the principal amount of such old notes;



•

in the case of old notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility;



•

contain a statement that such holder is withdrawing its election to have such old notes exchanged;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of such old notes in the name of the person withdrawing the tender; and



•

specify the name in which such old notes are registered, if different from the person who tendered such old notes.

        All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, in our sole discretion, such determination being final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the applicable exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder of such notes without cost to such holder, in the case of physically tendered old notes, or credited to an account maintained with the book-entry transfer facility for the old notes promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "—Procedures for Tendering" and—Book-Entry Transfer" above at any time on or prior to 5:00 p.m., New York City time, on the applicable expiration date.

Conditions

        Notwithstanding any other provision in each of the exchange offers, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend either or both exchange offers if at any time prior to 5:00 p.m., New York City time, on the applicable expiration date, we determine in our reasonable judgment that the exchange offers violate applicable law, any applicable interpretation of the Staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at anytime and from time to time, prior to the applicable expiration date, in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or

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the qualification of each of the indentures governing the notes under the Trust Indenture Act of 1939, as amended. We are required to use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time.

Exchange Agent

        Wells Fargo Bank Minnesota, National Association has been appointed as exchange agent for each of the exchange offers. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Fees and Expenses

        The expenses of soliciting tenders pursuant to the exchange offers will be borne by us. The principal solicitation for tenders pursuant to the exchange offers is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy or in person by our officers and regular employees.

        We will not make any payments to or extend any commissions or concessions to any broker or dealer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

        The expenses to be incurred by us in connection with the exchange offers will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

        We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offers. If, however, new notes or old notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the applicable exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

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Consequences of Failure to Exchange

        Holders of old notes who do not exchange their old notes for new notes pursuant to the applicable exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on such old notes as a consequence of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Graphic Packaging International, Inc. does not currently anticipate that it will register the old notes under the Securities Act. To the extent that old notes are tendered and accepted pursuant to the applicable exchange offer, the trading market for untendered and tendered but unaccepted old notes could be adversely affected due to the liquidity of the old note market being diminished; the restrictions on transfer will make the old notes less attractive to potential investors than the new notes.

Regulatory Requirements

        Following the effectiveness of the registration statement covering each of the exchange offers, no material federal or state regulatory requirement must be complied with in connection with these exchange offers.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the new notes under the exchange offers. In consideration for issuing the new notes as contemplated by this prospectus, we will receive the relevant old notes in like principal amount, the terms of which are identical in all material respects to the relevant new notes. Old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase in our indebtedness or capital stock.

        We used the net proceeds from the sale of the old notes, together with borrowings under our new credit facilities, to:

(1)

repay all amounts outstanding under each of RIC's and GPC's credit agreements;



(2)

purchase through tender offers and redeem all of RIC's 10⁵/8% senior notes due 2007 and 10⁷/8% senior subordinated notes due 2008;



(3)

purchase through an anticipatory change of control tender offer and through a change of control offer substantially all of GPC's 8⁵/8% senior subordinated notes due 2012; and



(4)

pay fees, tender and redemption premiums, accrued interest and expenses, and the conversion payment to the holder of the Graphic convertible preferred stock, in connection with the merger and the related financing transactions.

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CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2003. You should read the following table in conjunction with the information in this prospectus under the captions "Unaudited Condensed Combined Pro Forma Financial Statements," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and related notes incorporated by reference in this prospectus.

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UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS

        The following unaudited condensed pro forma combined financial statements are presented to show the estimated effect of the merger of Riverwood and Graphic and the related financing transactions and represent the combined company's pro forma combined statement of operations for the nine months ended September 30, 2003 and the year ended December 31, 2002.

        The accompanying unaudited condensed pro forma combined statements of operations give effect to the merger of Riverwood and Graphic and the related financing transactions as if they occurred on January 1, 2002. The unaudited condensed pro forma combined financial statements include adjustments directly attributable to the merger and the related financing transactions that are expected to have a continuing impact on us. The pro forma adjustments are described in the accompanying notes. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

        The pro forma financial information was prepared using the purchase method of accounting, with Riverwood treated as the acquirer for accounting purposes. Under purchase accounting, the total cost of the merger is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the effective date of the merger. A preliminary allocation of the cost of the merger has been made based upon currently available information and management's estimates. The actual allocation and its effect on results of operations may differ significantly from the pro forma amounts included herein.

        The pro forma information is based on historical financial statements. The pro forma information has been prepared in accordance with the rules and regulations of the SEC and is provided for comparison and analysis purposes only. The unaudited condensed pro forma combined financial statements do not purport to represent the combined company's results of operations or financial condition had the merger of Riverwood and Graphic and the related financing transactions actually occurred as of such dates or of the results that the combined company would have achieved after the merger. The unaudited condensed pro forma combined financial statements should be read in conjunction with the information included in this prospectus under the captions "Use of Proceeds," "Capitalization," "Selected Historical Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and with the historical consolidated financial statements of Riverwood and Graphic and the notes thereto incorporated by reference in this prospectus.

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Combined Company
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2003
(in thousands, except per share data)

See accompanying Notes to Unaudited Condensed Pro Forma Combined Financial Statements.

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Combined Company
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2002
(in thousands, except per share data)

See accompanying Notes to Unaudited Condensed Pro Forma Combined Financial Statements.

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Combined Company
Notes to Unaudited Condensed Pro Forma Combined Financial Statements
(Unaudited)

1.

Basis of Presentation

        These unaudited condensed pro forma combined financial statements have been prepared pursuant to the rules and regulations of the SEC and present the pro forma financial position and results of operations of the combined company based upon historical financial information after giving effect to the merger and the related financing transactions and adjustments described in these footnotes. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Under purchase accounting, the merger of Riverwood and Graphic is accounted for such that Riverwood is treated as the acquirer and Graphic as the acquired company. These unaudited condensed pro forma combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transactions actually taken place at the dates indicated and do not purport to be indicative of future financial position or operating results. The unaudited condensed pro forma combined financial statements should be read in conjunction with the historical financial statements described below which are included in this prospectus.

        The pro forma statement of operations for the nine months ended September 30, 2003 have been prepared by combining the consolidated statement of operations for Riverwood and Graphic from January 1, 2003 to August 8, 2003, the date of the merger, and the combined company from August 9, 2003 to September 30, 2003, assuming that the merger and the related financing transactions had occurred on January 1, 2002. The pro forma statement of operations for the year ended December 31, 2002 have been prepared by combining the consolidated statements of operations for the year ended December 31, 2002 for Riverwood and Graphic, assuming the merger and the related financing transactions had occurred on January 1, 2002.

        The unaudited condensed pro forma combined financial statements do not reflect significant operational and administrative cost savings that management of the combined company estimates may be achieved as a result of the merger.

2.

Pro Forma Transactions

        On March 25, 2003, Riverwood and Graphic entered into a merger agreement, whereby Riverwood would acquire all of the issued and outstanding shares and stock options of Graphic in exchange for the issuance of shares and stock options of Riverwood. In connection with the merger, the combined company refinanced the existing bank financing of RIC and GPC and tendered for the existing senior and senior subordinated notes of RIC and GPC. For accounting purposes the purchase price of Graphic is based upon the estimated fair value of Riverwood stock exchanged plus estimated direct transaction costs to be incurred of approximately $32.9 million (comprised of Riverwood's financial advisory, legal and accounting fees and excluding Graphic's merger-related expenses). The estimated fair value of Riverwood stock of $4.98 per share, giving effect to the 15.21 to 1 split discussed below, used in the calculation of the purchase price is based upon available information and management's best estimates at this time. The actual fair value of

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Riverwood stock and the purchase price may change subject to final valuation. The following table summarizes the components of the total purchase price:

        The estimated total purchase consideration is as follows (in thousands and as of September 30, 2003):

        The purchase consideration was allocated to assets acquired and liabilities assumed based on the estimated fair value of Graphic's tangible and intangible assets and liabilities. A preliminary allocation of the purchase cost has been made to major categories of assets and liabilities in the accompanying unaudited condensed pro forma combined financial statements based on estimates. The actual allocation of purchase cost and its effect on results of operations may differ significantly from the pro forma amounts included herein. The excess of the purchase cost over the net tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

        The preliminary allocation of the purchase consideration, which is subject to change based on a final valuation of the assets acquired and liabilities assumed as of the closing date, is as follows (in thousands):

        The amortization of the identifiable intangible assets (customer contracts, patents and proprietary technology) is reflected as a pro forma adjustment to the unaudited condensed pro forma combined statement of operations. We expect to amortize the estimated fair value of the identifiable intangibles of approximately $162.0 million on a straight-line basis over an estimated useful life of eighteen years except for non compete agreements which have an estimated useful life of approximately one year. We expect that depreciation expense would have decreased by $1.3 million and $2.2 million for the nine months ended September 30, 2003 and for the year ended December 31, 2002, respectively, as a result of revising their depreciable asset lives and the fair value of the property purchased in the merger. The net increase in amortization and depreciation of $25.9 million and $3.8 million for the nine months ended September 30, 2003 and the year ended

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December 31, 2002, respectively, is reflected on the unaudited condensed pro forma combined statements of operations as follows:

3.

Pro Forma Adjustments

        The unaudited condensed pro forma combined financial statements give effect to the transactions described in note 2, as if they had occurred on January 1, 2002 for purposes of the unaudited condensed pro forma combined statements of operations. The unaudited condensed pro forma combined statements of operations do not include any material non-recurring charges that will arise as a result of the transactions described in note 2. Adjustments in the unaudited condensed pro forma combined financial statements are as follows:

        A    Riverwood sells CUK folding boxboard to Graphic for use in certain cartons manufactured by Graphic. This pro forma adjustment eliminates the intercompany sales and cost of goods sold ($38.0 million and $52.9 million for the nine months ended September 30, 2003 and the year ended December 31, 2002, respectively) related to this activity. Cost of goods sold includes an adjustment of $7.1 million for the nine months ended September 30, 2003. The pro forma adjustment eliminates the effect of the increase in fair value of inventory which was recorded as an addition to cost of goods sold as a non-recurring item in the third quarter of 2003.

        B    To reflect preliminary purchase accounting, as discussed in note 2 above, including the resulting additional amortization and depreciation of intangible assets and properties. Specifically, the following adjustments have been made to reflect the preliminary purchase accounting:

        C    In connection with the merger, substantially all of Riverwood's and Graphic's then outstanding indebtedness was redeemed, repurchased or otherwise repaid and replaced with borrowings under the new credit facilities and indebtedness under the notes.

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        The following financing transactions, which we refer to as the related financing transactions, were entered into in connection with the merger:

•

The closing of new senior secured credit facilities which provide for aggregate maximum borrowings of $1.6 billion under (1) a term loan facility providing for term loans in an aggregate principal amount of $1.275 billion in two tranches, consisting of Tranche A term loans and Tranche B term loans, and (2) a revolving credit facility providing for up to $325 million in revolving loans (including standby and commercial letters of credit) outstanding at anytime, to Graphic Packaging International.



•

The issuance and sale of $425 million in aggregate principal amount of 8.5% senior notes due 2011 and $425 million in aggregate principal amount of 9.50% senior subordinated notes due 2013.



•

The repayment of all outstanding amounts under each of RIC's and GPC's prior senior secured credit facilities and the termination of all commitments under those facilities.



•

The consummation of tender offers and consent solicitations for all of RIC's 10⁵/8% senior notes due 2007 and 10⁷/8% senior subordinated notes due 2008, which closed concurrently with the merger. We redeemed all prior RIC notes that were not tendered pursuant to the tender offers.



•

The consummation of an anticipatory change of control tender offer and consent solicitation for all of GPC's 8⁵/8% senior subordinated notes due 2012, or the prior GPC notes, made in anticipation of the change of control offer required by the indenture governing the prior GPC notes. Out of $300.0 million in aggregate principal amount of prior GPC notes outstanding, approximately $299.1 million in aggregate principal amount of prior GPC notes were tendered in the anticipatory change of control tender offer. On September 15, 2003, we completed the change of control offer required pursuant to the indenture governing the prior GPC notes. As of September 30, 2003, $0.8 million in principal amount of the prior GPC notes were outstanding.

        As of September 30, 2003, we had outstanding $2.2 billion of long-term debt, consisting primarily of $850 million aggregate principal amount of notes, $1.275 billion of term loans under the new credit facilities, $31.5 million of revolving credit borrowings under the new credit facilities, and other debt issues and facilities.

        Excluding hedges and amortization of financing costs, for the nine months ended September 30, 2003, the pro forma interest expense adjustment reflects a variable interest rate of 3.92% for the combined company's new bank debt and a blended fixed rate of 9.0% on the combined company's new senior and senior subordinated notes. A ¹/8% change in the assumed variable interest rate related to the bank financing, without taking interest rate hedges into account, would change annual pro forma interest expense by approximately $1.7 million. Excluding hedges and amortization of financing costs, the total blended interest rate on a pro forma basis was approximately 5.97% for the period from January 1, 2003 to September 30, 2003. A ¹/8% change in the assumed blended fixed rate on the combined company's new senior and senior subordinated notes would change pro forma interest expense by approximately $1.1 million.

        D    To reflect the new equity structure of the combined company, including conversion of $100 million of Graphic's convertible preferred stock into common stock (accordingly there is no preferred stock dividend declared).

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4.

Unaudited Pro Forma Income Per Share

        The following table sets forth the computation of unaudited pro forma basic and diluted income per share before cumulative effect of change in accounting principle (in thousands, except for per share information):

        Shares utilized in the calculation of pro forma basic and diluted income per share above give effect to the 15.21 to 1 Riverwood stock split, as follows:

        Other potentially dilutive securities, in thousands, totaling 13,794 and 20,859 for the nine months ended September 30, 2003 and the year ended December 31, 2002, respectively, were excluded from the per share calculations above, because of their anti-dilutive effect. The additional securities consist of stock options.

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SELECTED HISTORICAL FINANCIAL DATA

        The selected consolidated financial information, with the exception of income (loss) per common share before cumulative effect of change in accounting principle and weighted average shares outstanding, at December 31, 2000, 1999 and 1998 and for the years ended December 31, 1999 and 1998 has been derived from our audited consolidated financial statements that are not included in this prospectus. The selected consolidated financial information, with the exception of income (loss) per common share before cumulative effect of change in accounting principle and weighted average shares outstanding, at December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000 has been derived from our audited consolidated financial statements and the related notes incorporated by reference in this prospectus. The selected consolidated financial information at September 30, 2003 and for the nine months ended September 30, 2003 and 2002 has been derived from our unaudited consolidated financial statements and the related notes incorporated by reference in this prospectus. You should read the following selected consolidated financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes incorporated by reference in this prospectus.

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