- Current report filing (8-K)
2010年6月3日 - 7:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2010
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Commission
File Number
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Registrant and
State of Incorporation
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I.R.S. Employer
Identification Number
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001-33527
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BWAY Holding Company
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55-0800054
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(Delaware)
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001-12415
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BWAY Corporation
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36-3624491
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(Delaware)
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8607 Roberts Drive, Suite 250
Atlanta, Georgia
(Address of principal executive offices)
30350-2237
(Zip Code)
(770) 645-4800
(Registrants telephone number)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On June 2, 2010, BWAY
Holding Company (the
Company
), in anticipation of the previously announced proposed acquisition of the Company by investment funds affiliated with Madison Dearborn Partners, LLC through a merger of Picasso Merger Sub, Inc.
(
Merger Sub
) with and into the Company (the
Merger
), announced that Merger Sub intends to offer $200 million aggregate principal amount of senior notes due 2018 (the
Notes
). The obligations of
Merger Sub under the Notes and the related guarantees will be assumed by the Company by operation of law upon consummation of the Merger. The net proceeds from the offering of the Notes will be used to finance in part the consideration to be paid in
the Merger, to refinance the Companys existing indebtedness in connection with the Merger and to pay fees and expenses related to the Merger and the associated financings.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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Exhibit
No..
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99.1
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Press release dated June 2, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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BWAY Holding Company
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Date: June 2, 2010
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By:
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/
S
/ M
ICHAEL
B. C
LAUER
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Michael B. Clauer
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Executive Vice President and
Chief Financial Officer
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BWAY Corporation
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Date: June 2, 2010
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By:
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S
/ M
ICHAEL
B.
C
LAUER
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Michael B. Clauer
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Executive Vice President and
Chief Financial Officer
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Bway Holding Company (NYSE:BWY)
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