This prospectus incorporates business and financial information about us that is not included in or delivered with the document. This information is available without charge upon written or oral request to us at Graphic Packaging Corporation, 4455 Table Mountain Drive, Golden, Colorado 80403 Attn: Corporate Secretary, (303) 215-4600. If you request documents from us, we will mail them to you by first-class mail, or by another equally prompt means, within one business day after we receive your request. In order to obtain timely delivery of these documents, you must make your request no later than five business days before the expiration date of the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, at 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 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver this prospectus, we will make this prospectus available to any broker-dealer and other persons, if any, with similar prospectus delivery requirements for use in connection with any such resale. See “Plan of Distribution.”

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.

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance, including discussions relating to revenue, margins, cash flows, capital expenditures, variable interest rates, results of restructuring, cost reductions, exploitation of technology, growth opportunities and process improvements, or other events. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical fact involve uncertainties that may cause actual results to be materially different from those stated or implied. Some of these risks are discussed below under the heading “Risk Factors.”

All future written and verbal forward-looking statements attributable to us, or any person acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

The market data included in this prospectus is based on independent industry publications, other publicly available information or good faith beliefs of our management. Although we believe that these independent sources are reliable, the accuracy and completeness of this information is not guaranteed.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. This prospectus also may contain product names, trademarks, trade names or service marks of other companies. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder.

The Commission allows us to “incorporate by reference” the information our parent corporation, Graphic Packaging International Corporation, files with them into this prospectus, which means that:

We incorporate by reference into this prospectus the documents listed below, as amended and supplemented, and all documents filed by Graphic Packaging International Corporation with the Commission, under Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior to the time that the exchange offer made hereby is completed:

You can obtain any of the filings incorporated by reference into this document through us or from the Commission through the Commission’s web site or at the addresses listed above. Documents incorporated by reference into this prospectus, except for any exhibits to those documents that are not expressly incorporated by reference into those documents, are available from us without charge by requesting them in writing or by telephone at the following address and telephone number:

Graphic Packaging is the leading manufacturer of folding cartons in North America with an estimated 13% market share, according to a Corrugated and Paperboard Boxes study, dated February 2002, prepared by The Freedonia Group, Inc. We have achieved our leadership position by focusing our operations exclusively on the folding carton market segment of the fiber-based product packaging industry. Over the past several years, we have outpaced sales growth in our industry by delivering to our customers innovative products, superior value, product variety and strong customer service at a competitive price. In addition, through our advanced technology, process improvements and plant and press optimization, we believe we are the lowest cost producer of folding cartons in North America.

We sell our products primarily to major consumer product manufacturers in non-cyclical industries. In particular, our products are used in the following end-use markets:

Our products enable our customers to include high-impact graphics, abrasion and heat resistance, leakage protection and moisture, gas and solvent barriers in their product packaging. We operate 17 folding carton converting facilities and three research and development facilities in 13 states and Canada, and one recycled paperboard mill in Michigan, which we believe to be the lowest cost, coated recycled paperboard mill in North America. These facilities are strategically located to best serve our largest customers.

We estimate that the folding carton industry had total sales of approximately $8.6 billion in 2001, with the five largest producers accounting for more than 50% of this amount. The primary competitive factors in the folding carton industry are price, design, product innovation, quality and service. In recent years, consolidation among large consumer products companies has increased the geographic diversity of their operations. This consolidation has led to a preference for suppliers with broad geographic presence and scale, who can more efficiently and economically supply the majority of their customers’ folding carton needs. As a result, we believe that our industry will continue to consolidate.

The folding carton industry can be divided into high volume, regional and value-added markets. We concentrate our efforts on the high volume and value-added markets. While the value-added market requires innovative products and technologies for unique customer specifications, the high volume market necessitates effective, low cost solutions and service. Examples of products for the high volume market are cereal, frozen

Our business strategy is to maintain and improve our customer relationships and market leadership, while leveraging our low cost position. We continue to invest in new technologies that, combined with our significant emphasis on research and development, provide our existing customer base with innovative, value-added and low cost solutions. Our competitive strengths, which enable us to execute our strategy, include:

Our folding carton converting operations are supported by our state-of-the-art coated, recycled paperboard mill in Kalamazoo, Michigan. With 330,000 tons of annual production capacity, the mill is the largest coated, recycled paperboard facility in North America, and we believe it to be the lowest cost and most efficient facility of its type. The mill’s paperboard is specifically designed to maximize throughput on high-speed web-litho presses of the type we operate, and the mill is an integral part of our low cost converting strategy. As a result, we consume approximately 75% of its output in our own operations.

These two technologies have generated over $300 million of total sales in the last two years. We expect sales of these two products, and other products utilizing innovative technology, to continue to expand in the future.

Our borrowings at December 31, 2001 and after the Refinancing Transactions consisted of the following (in thousands):

GPIC was incorporated in Colorado in August 1992 as a holding company for the packaging, ceramics, aluminum and developmental businesses formerly owned by Adolph Coors Company, or ACCo. GPC, a wholly-owned subsidiary of GPIC, was incorporated in April 1982 in the State of Delaware. In December 1992, ACCo distributed to its shareholders all outstanding shares of GPIC stock. During our initial years, we operated packaging, ceramics, aluminum and various developmental businesses. Through various acquisitions, including the January 1998 acquisition of Universal Packaging Corporation and the August 1999 acquisition of Fort James Corporation’s folding carton operations, divestitures, a spin-off and other transactions, we are now strategically focused on the folding carton segment of the fiber-based product packaging industry. To better reflect the nature of our new business focus, in 2000, GPIC changed its ticker symbol on the New York Stock Exchange to “GPK” and formally changed its name from ACX Technologies, Inc. to Graphic Packaging International Corporation.

Our executive offices are located at 4455 Table Mountain Drive, Golden, Colorado 80403, and our telephone number is (303) 215-4600.

This exchange offer applies to $300.0 million aggregate principal amount of old notes. The new notes are substantially identical to the old notes, except for transfer restrictions and registration rights relating to the old notes. The new notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture. See the section entitled, “Description of the Notes.”

You should consider carefully all the information set forth in this prospectus and, in particular, should evaluate the specific factors under the section “Risk Factors” beginning on page 19 for considerations relevant to participation in the exchange offer or an investment in the notes.

The following table sets forth certain of GPIC’s historical consolidated financial information. The summary consolidated financial information at December 31, 2001 and for the years ended December 31, 1999, 2000 and 2001 has been derived from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated financial information at March 31, 2002, and for the quarterly periods ended March 31, 2001 and 2002, has been derived from our unaudited consolidated financial statements and the related notes included in GPIC’s Form 10-Q for the quarterly period ended March 31, 2002. You should read the summary consolidated financial information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2001, which is incorporated herein by reference, our consolidated financial statements and the related notes included elsewhere in this prospectus and our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-Q for the quarterly period ended March 31, 2002, which is incorporated herein by reference.

The following table sets forth our ratio of earnings to combined fixed charges and preferred dividends for the periods indicated:

Earnings used in computing the ratio of earnings to fixed charges consist of income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs, but not losses relating to the early extinguishment of debt, capitalized interest and 33% of rental expense, which is considered to be representative of the interest factor. Earnings were inadequate to cover fixed charges by $2.5 million and $10.5 million in 1997 and 2000, respectively.

The following table sets forth certain pro forma EBITDA ratios which were considered relevant information to the purchasers of the old notes when evaluating the potential impact of the Refinancing Transactions on our ability to pay our debt and our ability to make our interest payments. Because the pro forma ratios for 2001 were not significantly different than the ratios using actual results, this gave the purchasers of our old notes an indication of our ability to repay our proposed debt obligations. These ratios are not considered GAAP measures, but rather measures commonly used in the financial markets to evaluate investments. Because we are frequently evaluated based upon these measures, we use these ratios to measure our interest coverage and as a management incentive metric.

The following table sets forth certain of GPIC’s historical consolidated financial information. The selected consolidated financial information at December 31, 2001 and for the five years ended December 31, 2001 have been derived from our audited consolidated financial statements and the related notes incorporated by reference to our Form 10-K for the year ended December 31, 2001. You should read the selected consolidated financial information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2001, which is incorporated herein by reference, and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The notes are a new issue of securities, and there is currently no public market for the notes. We do not intend to apply for listing of the notes on any securities exchange or automated quotation system. A market for the notes may not develop. Although the initial purchasers of the old notes have informed us that they intend to make a market in the notes, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. Any such market-making will be subject to the limitations imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer for the notes.

If a market for the notes does develop, you still may not be able to sell your old notes or any new notes at a particular time and the prices that you receive may not be favorable. Future trading prices of the old notes and any new notes will depend on many factors, including:

Historically, the market for non-investment-grade debt has been subject to disruptions that have caused volatility in prices. If a market for the notes develops, it is possible that the market for the old notes and, if issued, the new notes will be subject to disruptions. Any disruptions may have a negative effect on you, regardless of our prospects and financial performance.

It may be difficult for you to sell old notes that are not exchanged in the exchange offer, since any old notes not exchanged will remain subject to existing transfer restrictions. These restrictions on transfer of your old notes exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for new notes pursuant to the exchange offer will remain restricted securities. Accordingly, such old notes may be resold only:

Other than in this exchange offer, we do not intend to register the notes under the Securities Act. To the extent any old notes are tendered and accepted in the exchange offer, the trading market, if any, for the old notes that remain outstanding after the exchange offer would be adversely affected due to a reduction in market liquidity.

We have a substantial amount of indebtedness. At March 31, 2002, we had total indebtedness of $534.2 million and shareholders’ equity of $493.1 million.

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

The notes and the guarantees are subordinated to the prior payment in full of our and the guarantors’ existing and future senior indebtedness and equal in right of payment with all other existing and future senior subordinated indebtedness. At March 31, 2002, GPC had approximately $231.1 million of senior indebtedness and the guarantors had approximately $231.8 million of senior indebtedness outstanding. Virtually all of the senior indebtedness of the guarantors consists of their respective guarantees of senior indebtedness under the new credit agreement. Because of the subordination provisions of the notes, in the event of our or any guarantor’s bankruptcy, liquidation or dissolution, our assets or the assets of the guarantors would be available to pay obligations under the notes only after all payments have been made on our or the guarantors’ senior indebtedness. There may not be sufficient assets after all such payments have been made to make any payments on the notes. In addition, certain events of default under our senior indebtedness would prohibit us from making any payments on the notes, including payments of interest when due. The term “senior indebtedness” is defined in the “Description of the Notes—Certain Definitions” section of this prospectus.

Although the terms of our new credit facility and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. For example, our new credit facility allows us to incur up to $150 million of additional term loans under our new credit facility and up to $200 million of additional senior subordinated or subordinated notes so long as we are not in default under our new credit facility. If new indebtedness is added to our and our subsidiaries’ current indebtedness levels, the related risks that we and they now face could intensify.

None of our existing or future foreign subsidiaries will guarantee the notes. Claims of creditors of any subsidiaries that do not guarantee the notes, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by such subsidiaries, will generally have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you, even if the obligations of those subsidiaries do not constitute senior indebtedness. At March 31, 2002, our non-guarantor subsidiaries had approximately $6.2 million of total liabilities, including trade payables.

Our historical financial results have been, and our future financial results are expected to be, subject to substantial fluctuations. While we historically have been able to generate cash from operations, our business may not in the future generate sufficient cash flow from operations, currently anticipated revenue growth may not occur and operating improvements may not be realized. In addition, future borrowings may not be available to us under our new credit facility in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We also have incurred a material amount of variable rate debt and, if these interest rates increase, our cash flow from operations will be negatively impacted. If we are unable to meet our debt service obligations or fund other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity or seek additional equity capital. Our ability to pay or to refinance our indebtedness, including the notes, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Depending on these factors, we may not be able to pay our indebtedness, or refinance it on commercially reasonable terms, or at all.

If there is a change of control, under the terms of the indenture governing the notes, you may require us to purchase all or a portion of your notes at a purchase price of 101% of the principal amount, plus accrued interest to the date of purchase. The new credit facility prohibits us from purchasing any notes, including repurchasing the notes in connection with a change of control, and also provides that the occurrence of certain change of control events will constitute a default under the new credit facility. In the event of a certain kind of change of control, we must offer to repay all borrowings under the new credit facility or obtain the consent of our lenders under the new credit facility to the purchase of the notes, which may result in additional payments to our lenders. If we do not repay such borrowings or obtain such consents, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute a default under the indenture governing the notes, which in turn would create a default under the new credit facility. In such circumstances, or if a change in control would constitute an event of default under our senior indebtedness, the subordination provisions of the indenture governing the notes would restrict payments to you. We may not be able to secure our lenders’ consent or have the financial resources or the ability to purchase outstanding notes upon the occurrence of a change of control.

The operating and financial restrictions and covenants in or applicable to our debt instruments, such as the notes and our new credit facility, may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest.

The indenture governing the notes contains various covenants that limit, among other things, our ability to:

These covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, merger, acquisition or other corporate opportunities.

The new credit facility requires us to maintain compliance with certain financial ratios. The material ratios include a total leverage ratio, a senior leverage ratio and an interest coverage ratio. Our ability to comply with such ratios may be affected by events beyond our control. A breach of any of the covenants or our inability to comply with the required financial ratios could result in a default under the new credit facility. In the event of any such default, the lenders under the new credit facility could elect to declare all outstanding borrowings, together with accrued interest and other fees, to be due and payable, to require us to apply all of our available

Federal and state statutes may allow courts, under specific circumstances, to void the guarantees of the notes. These courts could require you to return payments received from the guarantors in the event of the guarantors’ bankruptcy or other financial difficulty. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be subordinated to all other indebtedness of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a debtor would be considered insolvent if, at the time the debtor incurred the indebtedness, either:

If a court voids a guarantee or holds it unenforceable, you will cease to be a creditor of the guarantor and will be a creditor solely of us and the other guarantors. In addition, any payment by such guarantor pursuant to its guarantee could be voided and required to be returned to such guarantor, or to a fund for the benefit of the creditors of the guarantor. At March 31, 2002, after the Refinancing Transactions, our guarantors had total liabilities, excluding liabilities owed to us and guarantees of our indebtedness, of approximately $33.7 million.

Our continued success is dependent upon our relationships with key customers, including Kraft Foods, Inc. and the Coors Brewing Company. For the years ended December 31, 2000 and 2001, sales to Kraft Foods, Inc.

From time to time our contracts with our customers are up for renewal. Our contract with Coors Brewing expires at the end of 2002 and, although preliminary discussions have begun, we cannot predict the eventual terms or whether terms can be reached for a new contract with Coors Brewing. In addition, our contracts typically do not require our customers to purchase any minimum level of products from us and permit them to obtain price quotations from our competitors, which we would have to meet to retain their business.

The loss of one or more of our key customers or strategic relationships, or a declining market in which these customers reduce orders or request reduced prices, would result in decreased revenues, negatively impact our cash flows and harm our financial condition.

We are subject to strong competition in most of the markets that we serve. A relatively small number of large competitors hold a significant portion of the folding carton segment of the fiber-based product packaging industry. Our primary competitors include Caraustar Industries, Inc., Field Container Company, L.P., Gulf States Paper Corporation, Rock-Tenn Company and Smurfit-Stone Container Corporation. This competition is driven by intense pricing pressures. The installation of state-of-the-art equipment by manufacturers has intensified the competitive pricing in the industry. We face pricing pressure in connection with long-term contract renewals and when bidding on new business. Through 2000, pricing pressures negatively impacted our gross margins. Beginning in 2001, however, we have been able to offset the negative impact of pricing pressure with cost reduction efforts such as plant closings, reductions in work force and the implementation of a company-wide Six Sigma process. 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.

In addition, 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 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. In addition, companies not currently in direct competition with us may introduce competing products in the future.

We have grown in large part through acquisitions in the past four years, doubling our size in 1998 and 1999. We may continue to make acquisitions in the future. Acquisitions entail certain risks, including:

For example, integration costs from our 1999 acquisition of the Fort James Corporation’s folding carton operations contributed to our significant losses in 2000.

We may not realize the expected benefits from any future acquisitions and our existing operations may be harmed as a result of such acquisitions.

The primary raw materials used in the manufacture of our products 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. Specifically, the supply and price of paperboard and recycled fiber depend on a variety of factors over which we have no control, including environmental and conservation regulations and the impact of foreign demand for raw materials. For example, foreign demand for recycled fiber has contributed to an approximate 50% cost increase since March 2002. Raw material costs are likely to continue to fluctuate based upon supply and demand. Our financial margins could be adversely affected and our net income, if any, could decrease if these costs increase and we are unable to pass them on to our customers.

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 also seek to protect our proprietary technologies, including technologies that may not be patented or patentable, in part by confidentiality agreements and, if applicable, inventors’ rights agreements with our collaborators, advisors, employees and consultants. These agreements may be breached, we may not have adequate remedies for any breach and these persons or institutions may assert rights to intellectual property arising out of this research.

We are subject to various federal, state, local and foreign environmental laws and regulations relating to the management, disposal and, under certain circumstances, remediation of toxic and hazardous materials and the discharge of pollutants into the air and water. These laws and regulations impose limitations, including effluent and emission limitations, on the discharge of materials into the environment, and require us to obtain and operate in compliance with the conditions of permits and other governmental authorizations. If we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions. Laws and regulations relating to workplace safety and worker health which, among other things, regulate employee

Risks include:

Our environmental liabilities, including compliance and remediation costs, or liabilities for other governmental regulations, may result in significant costs to us which would make our business more expensive to operate and negatively impact our financial condition and results of operations. For a more complete discussion of the environmental matters relating to our business, please refer to “Narrative Description of Business—Environmental Matters,” contained in Item 1 of GPIC’s Form 10-K for the year ended December 31, 2001, which is incorporated herein by reference.

We are subject to risk of work stoppages and other labor relations matters because approximately 41% of our employees, located at nine different plants, are unionized. We have entered into 11 different union contracts, one of which expires in 2002, which contract affects approximately 500 employees or 12% of our workforce. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition or results of operations.

We have recently closed or are closing facilities in Perrysburg, Ohio; Saratoga Springs, New York; Boulder, Colorado; Portland, Oregon; and Newnan, Georgia; and have opened a new, more cost effective facility in Golden, Colorado. We have also restructured our business in an attempt to optimize our operations and improve our cost competitiveness. However, we may experience difficulty in realizing the benefits of these efforts. We may be unable to efficiently move our business and other operations from these closed facilities to our remaining plants. As a result, we may be unable to satisfactorily accommodate existing business or to capture new business, which could result in decreased sales or impede our plans for sales growth.

As of March 31, 2002, various members of the Coors family and their trusts controlled 66% of the voting power of GPIC. The Coors family and their trusts would control 76% of our vote if all of the Series B preferred stock held by the Grover C. Coors Trust were converted into common stock and all options held by Coors family

The terrorist attacks on September 11, 2001 and subsequent acts of bioterrorism have caused instability in the world’s markets. Current armed hostilities may increase and terrorist attacks, or U.S. responses, may lead to further acts of terrorism and civil disturbances in the United States or elsewhere, which may further contribute to economic instability. These terrorist attacks, particularly acts of bioterrorism that directly impact our physical facilities or those of our suppliers or customers, or that involve the food or beverages that our customers produce, could have an impact on our sales, our supply chain, our production capability and costs and our ability to deliver our products to our customers.

We carry comprehensive liability, fire and extended coverage insurance on all of our facilities, and other specialized coverages, with policy specifications and insured limits customarily carried for similar properties and purposes. There are certain types of risks and losses, however, such as losses resulting from wars or acts of God, that generally are not insured 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.

On February 28, 2002, we privately placed $300.0 million aggregate principal amount of old notes in a transaction exempt from registration under the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated February 28, 2002, with the initial purchasers of the old notes. In the registration rights agreement, we agreed to register under the Securities Act an offer of our new notes in exchange for the old notes. We also agreed to deliver this prospectus to holders of the old notes, to file the exchange offer registration statement within 90 days of the issuance of the old notes, to use our commercially reasonable efforts to cause such registration statement to become effective within 180 days after the issuance of the old notes, and, as soon as practical after the effectiveness of this registration statement, to offer the new notes in exchange for surrender of the old notes. In this prospectus, we refer to the old notes and the new notes together as the “notes.”

The summary in this prospectus of provisions of the registration rights agreement is materially complete, although we urge you to read the registration rights agreement in its entirety.

Based on no-action letters issued by the staff of the SEC to third parties, we believe that a holder of old notes, but not a holder who is an affiliate of ours within the meaning of Rule 405 of the Securities Act, who exchanges old notes for new notes in the exchange offer, generally may offer the new notes for resale, sell the new notes and otherwise transfer the new notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is an affiliate of ours within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the new notes only if the holder acquires the new notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate, in a distribution of the new notes.

Any holder of old notes using the exchange offer to participate in a distribution of new notes cannot rely on the no-action letters referred to above. This includes a broker-dealer that acquired old notes directly from us, but not as a result of market-making activities or other trading activities. Consequently, the holder must comply with the registration and prospectus delivery requirements of the Securities Act in the absence of an exemption from such requirements.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of new notes received in exchange for old notes. The letter of transmittal which accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes it receives in exchange for old notes in the exchange offer. We will make this prospectus available to any participating broker-dealer and other persons, if any, with similar prospectus delivery requirements, in connection with any resale of this kind for a period of 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver such prospectus. See “Plan of Distribution.”

Each holder of old notes who wishes to exchange old notes for new notes in this exchange offer will be required to represent and acknowledge, for the holder and for each beneficial owner of such old notes whether or not the beneficial owner is the holder, in the letter of transmittal that:

In the event that:

We will, in the event a shelf registration statement is filed, among other things, provide to each note holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or new notes, as the case may be. A holder selling such notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the securities act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder, including certain indemnification obligations.

We will pay additional cash interest on the applicable old notes or new notes if any of the following registration defaults shall occur:

We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the old notes and new notes.

All references to the Indenture, in any context, to any interest or any other amount payable on or with respect to the notes shall be deemed to include any additional interest paid pursuant to the registration rights agreement.

Upon the effective date of the registration statement containing this prospectus, we will offer the new notes in exchange for surrender of the old notes. We will keep the exchange offer open for at least 30 days after the date notice is mailed to holders, or longer if required by applicable law.

Upon the terms and subject to the conditions contained in this prospectus and in the letter of transmittal which accompanies this prospectus, we will accept any and all old notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue an equal principal amount of new notes in exchange for the principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes under the exchange offer. Old notes may be tendered only in integral multiples of $1,000.

The form and terms of the new notes will be the same as the form and terms of the old notes except that:

The new notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture governing the old notes.

In connection with the exchange offer, holders of old notes do not have any appraisal or dissenters’ rights under law or the indenture governing the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC related to such offers.

We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice of acceptance to Wells Fargo Bank Minnesota, N.A., the exchange agent for the exchange offer. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.

If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events specified in this prospectus or if old notes are submitted for a greater principal amount than the holder desires to exchange, the certificates for the unaccepted old notes will be returned without expense to the tendering holder. If old notes were tendered by book-entry transfer in the exchange agent account at The Depository Trust Company, or DTC, in accordance with the book-entry transfer procedures described below, these non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration date of the exchange offer.

We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “Solicitations of Tenders; Expenses.” Holders who tender old notes in the exchange offer will therefore not need to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer.

In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our reasonable discretion:

We will promptly announce any such event by making a timely release and may or may not do so by other means as well.

The tender of old notes to us by a holder pursuant to one of the procedures set forth below will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

If tendered old notes are registered in the name of the signer of the letter of transmittal and the new notes to be issued in exchange are to be issued, and any untendered old notes are to be reissued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered old notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a firm, referred to herein as an “eligible institution,” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 of the Exchange Act. If the new notes and/or old notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the old notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

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 old notes should contact the registered holder promptly and instruct the holder to tender old notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the old notes, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the old notes, either make appropriate arrangements to register ownership of the old notes in such beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

If you hold your old notes in the form of book-entry interests and you wish to tender your old notes for exchange, you must transmit to the exchange agent on or prior to the expiration date either:

In addition, in order to deliver old notes held in the form of book-entry interests, a timely confirmation of book-entry transfer of those old notes into the exchange agent’s account at DTC must be received by the exchange agent prior to the expiration date or you must comply with the guaranteed delivery procedures described below.

Unless old notes being tendered by the above-described method, or a timely book-entry confirmation, are deposited with the exchange agent within the time period set forth above, accompanied or preceded by a properly completed letter of transmittal and any other required documents, we may, at our option, reject the tender. A copy of a Notice of Guaranteed Delivery, which may be used by eligible institutions for the purposes described in this paragraph, is being delivered with this prospectus and the related letter of transmittal.

A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the old notes or a timely book-entry confirmation is received by the exchange agent. Issuances of new notes in exchange for old notes tendered pursuant to a Notice of Guaranteed Delivery or letter or facsimile transmission to similar effect, as provided above, by an eligible institution will be made only against deposit of the letter of transmittal, and any other required documents, and the tendered old notes or a timely book-entry confirmation.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of old notes will be determined by us and shall be final and binding on all parties. We reserve the

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

The letter of transmittal contains, among other things, the following terms and conditions, which are part of this exchange offer.

The party tendering old notes for new notes transfers and exchanges the old notes to us and irrevocably constitutes and appoints the exchange agent as the transferor’s agent and attorney-in-fact to cause the old notes to be assigned, transferred and exchanged.

The transferor represents and warrants that it has full power and authority to tender, exchange, sell, assign and transfer the old notes, and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, assignment and transfer of tendered old notes. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such transferor.

If the transferor is not a broker-dealer, it represents that it is not engaged in, and does not intend to engage in, a distribution of new notes. If the transferor is a broker-dealer that will receive new notes for its own account in exchange for old notes, it represents that the old notes to be exchanged for new notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes acquired in the exchange offer; by so acknowledging and by delivering a prospectus, however, the transferor will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Old notes tendered in the exchange offer may be withdrawn at any time prior to the expiration date.

For a withdrawal to be effective, a written or facsimile transmission of notice of withdrawal must be timely received by the exchange agent at its address set forth below under “—exchange agent” on or prior to the expiration date. Any notice of withdrawal must specify:

Additionally, the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. The exchange agent will return the properly withdrawn old notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be final and binding on all parties.

If old notes have been tendered pursuant to the procedures for book entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of old notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written or facsimile transmission. Withdrawals of tenders of old notes may not be rescinded. Old notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time on or prior to the expiration date by following any of the procedures described herein.

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of old notes validly tendered and not withdrawn and the issuance of the new notes will be made promptly following the expiration date. For the purposes of the exchange offer, we shall be deemed to have accepted for exchange validly tendered old notes when, as and if we had given notice of acceptance to the exchange agent.

The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving new notes from us and causing the old notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of new notes to be issued in exchange for accepted old notes will be made by the exchange agent promptly after acceptance of the tendered old notes. Old notes not accepted for exchange by us will be returned without expense to the tendering holders or, in the case of old notes tendered by book-entry transfer, into the exchange agent’s account at DTC promptly following the expiration date or, if we terminate the exchange offer prior to the expiration date, promptly after the exchange offer is terminated.

Notwithstanding any other provision of the exchange offer, or any extension of an exchange offer, we will not be required to issue new notes with respect to any properly tendered old notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a press release, or, at our option, modify or otherwise amend the exchange offer, if:

The preceding conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us giving rise to such condition, or may be waived by us in whole or in part at any time or from time to time in our sole discretion. Our failure at any time to exercise any of the preceding rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the preceding conditions, to terminate or amend the exchange offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at 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 qualification under the Trust Indenture Act of 1939, as amended, referred to herein as the “TIA,” of the indenture pursuant to which such old notes were issued.

We will pay all transfer taxes, if any, applicable to the transfer and exchange of old notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the record holder or any other person, if:

Issuance of the new notes in exchange for the old notes under the exchange offer will be made only after timely receipt by the exchange agent of such old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the old notes desiring to tender such old notes in exchange for the new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of old notes for exchange. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of the exchange offer, certain rights under the registration rights agreement will terminate.

In the event the exchange offer is completed, we will not be required to register the remaining old notes. Remaining old notes will continue to be subject to the following restrictions on transfer:

We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

Wells Fargo Bank Minnesota, N.A. has been appointed as the exchange agent of the exchange offer. All executed letters of transmittal should be directed to the Wells Fargo Bank Minnesota, N.A., Corporate Trust Services at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notices of Guaranteed Delivery should be directed to Robert L. Reynolds, Vice President, addressed as follows:

Delivery to an address other than as set forth above, or transmission of instructions by facsimile number other than the number set forth above, will not constitute a valid delivery.

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. We will pay for the expenses incurred in connection with the exchange offer, other than commissions or concessions of any brokers or dealers, including the fees and expenses of the exchange agent and printing, registration, filing, accounting and legal fees, including the expenses of one counsel for the holders of the notes.

No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made based upon this prospectus shall, under any circumstance, create any implication that there has been no change in our affairs since the respective dates as of which information is given. The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of old notes in any jurisdiction in which the making of the exchange offer or the acceptance of the exchange offer would not be in compliance with the laws of such jurisdiction. We may, however, at our discretion, take such action as we deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of old notes in such jurisdiction. In any jurisdiction of which the securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The new notes will be recorded at the same carrying value as the old notes, which is the principal amount as reflected in our accounting records on the expiration date of the exchange offering period. Accordingly, no gain or loss for accounting purposes will be recognized. For accounting purposes, the expenses of the exchange offer will be deferred and amortized as interest expense over the life of the notes in accordance with generally accepted accounting principles.

Holders of old notes will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Participation in the exchange offer is voluntary and holders should carefully consider whether to accept. Holders of the old notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of the old notes who do not tender their certificates in the exchange offer will continue to hold such certificates and will be entitled to all the rights and limitations under the indenture pursuant to which the old notes were issued, except for any such rights under the registration rights agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and the indenture. To the extent that old notes are tendered and accepted in the exchange offer, the trading market, if any, for any old notes that remain outstanding could be adversely affected.

We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plan to acquire any old notes which are not tendered in the exchange offer.

We will not receive any cash proceeds from the issuance of the new notes in the exchange offer as described in this prospectus. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in like principal amounts. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our outstanding debt.

We used the proceeds of approximately $300 million from the initial offering of the old notes together with borrowings under the new credit facility to refinance our old credit facility, to repurchase our then existing subordinated notes at par, to pay expenses and for general corporate purposes.

The new credit facility provides GPC with $450.0 million of aggregate borrowing capacity, consisting of:

The Revolving Credit Facility will terminate on the fifth anniversary of the closing of the Refinancing Transactions. All loans outstanding on the Revolving Credit Facility must be repaid upon such termination and all letters of credit outstanding under the Revolving Credit Facility will terminate at least one day prior to the termination date.

The new senior secured credit facility also specifies certain events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, incorrectness of representations and warranties, cross defaults and cross acceleration, bankruptcy, material judgments, invalidity of the guarantees or the security documents and certain changes of control. The occurrence of any event of default could result in the acceleration of GPC’s and the guarantors’ obligations under the senior secured credit facility.

On August 15, 2000, GPIC sold 1,000,000 shares of 10% Series B Convertible Preferred Stock to the Grover C. Coors Trust for $100.0 million. We used the proceeds from the sale to pay down debt, a portion of which became due August 15, 2000. As a result of the transaction and as of February 28, 2002, the Grover C. Coors Trust is the owner of securities representing approximately 47.6% of the combined voting power of GPIC’s outstanding securities or 63.3% if all the Series B Preferred Stock were converted into common stock. Prior to its receipt of the Series B Preferred Stock, the Grover C. Coors Trust owned securities representing approximately 9.5% of the combined voting power of GPIC’s outstanding securities. GPIC received an opinion from an independent investment banker as to the fairness of the consideration received by it in connection with this transaction. The preferred stock:

We issued the notes under an Indenture, dated as of February 28, 2002, as amended by the First Supplemental Indenture, dated as of April 9, 2002, among us, as issuer, the Parent, as a Guarantor, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”). The Indenture, as amended, will be referred to as the “Indenture.” The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, referred to as the “Trust Indenture Act”.

Certain terms used in this description are defined under the subheading “—Certain Definitions.” In this description of the notes, the word “Parent” refers only to Graphic Packaging International Corporation and not to any of its subsidiaries. The terms “we”, “us” and “our” refer only to Graphic Packaging Corporation, the issuer of the notes and a wholly owned subsidiary of Graphic Packaging International Corporation, and not to any of our subsidiaries or any subsidiaries of Graphic Packaging International Corporation, other than us.

The following description is a materially complete summary of the Indenture and the registration rights agreement. Nevertheless, we urge you to read the Indenture and the registration rights agreement because they, not this description, define your rights as holders of these notes. You may request copies of these agreements at our address set forth under the heading “Where You Can Find More Information”.

The terms and provisions of the old notes and the new notes are identical, except that the transfer restrictions and registration rights applicable to the old notes will generally not apply to the new notes, and the following description is applicable to both the old notes and the new notes.

The notes:

The Guarantees of the notes:

We issued $300.0 million aggregate principal amount of old notes on February 28, 2002. The notes will mature on February 15, 2012. Subject to our compliance with the “Limitation on Indebtedness” covenant, we are permitted to issue more notes under the Indenture, referred to herein as the “Additional Notes,” in an unlimited aggregate principal amount. We will issue notes in denominations of $1,000 and integral multiples of $1,000. The old notes, new notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Notes,” references to the notes include the old notes, new notes and any Additional Notes actually issued.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional interest may accrue on the notes in certain circumstances pursuant to the registration rights agreement.

On or after February 15, 2007, we may redeem all or a part of the notes, at any time, upon not less than 30 nor more than 60 days’ prior notice. The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date, if redeemed during the 12-month period commencing on February 15 of the years set forth below.

The following redemption prices are expressed in percentages of principal amount:

In addition, prior to February 15, 2005, we may at our option on one or more occasions redeem the notes, including Additional Notes, if any, in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes, which includes Additional Notes, if any, originally issued at a redemption price of 108.625% of the principal amount of the notes, plus accrued and unpaid interest on the principal amount, if any, to the redemption date, with the Net Cash Proceeds from one or more Equity Offerings. In order to make an optional redemption, the Net Cash Proceeds from one or more Equity Offerings equal to the amount required to redeem any notes must be contributed by the Parent to our equity capital. In addition:

At any time prior to February 15, 2007, the notes may also be redeemed as a whole at our option, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium as of the date of redemption and accrued and unpaid interest, if any, to the date of redemption. Notices may be conditional.

If we are redeeming less than all of the notes at any time, the Trustee will select notes for redemption as follows:

We will redeem notes of $1,000 in principal amount or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address.

If any note is to be redeemed in part only, the notice of redemption relating to it shall state the portion of the principal amount of the note to be redeemed. We will issue a new note in principal amount equal to the unredeemed portion of the original note in the name of the Holder of the note upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

We are not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, we may be required to offer to purchase the notes as described under the captions “—Repurchase at the Option of Holders” and “—Certain Covenants—Limitation on Asset Sales”. We may at any time and from time to time purchase notes in the open market or otherwise.

Following a Change of Control, unless we shall have exercised our right to redeem the notes as described under “—Optional Redemption”, we must commence, within 30 days of the occurrence of the Change of Control, and consummate an Offer to Purchase for all notes then outstanding, at a purchase price equal to 101% of the principal amount of the notes, accrued interest, if any, to the date of purchase.

We will not be required to make an Offer to Purchase following a Change of Control:

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under this covenant by virtue of our compliance with securities laws or regulations.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers of the old notes. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture. Nevertheless, the transactions could increase the amount of Indebtedness then outstanding or otherwise affect our capital structure. Restrictions on our ability to incur additional Indebtedness are contained in the “Limitation on Indebtedness” covenant. These restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in the covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders protection in the event of certain highly leveraged transactions.

The Credit Agreement prohibits us from purchasing the notes, and also provides that the occurrence of certain change of control events would constitute a default under it. In the event a Change of Control occurs at a time when we are prohibited from purchasing notes, we may seek the consent of our lenders to the purchase of notes or may attempt to refinance the borrowings that contain the prohibition. If we do not obtain this consent or repay the borrowings, we will remain prohibited from purchasing notes. In this case, our failure to comply with this covenant would constitute a Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. Under these circumstances, the subordination provisions in the Indenture would likely restrict payments to Holders of notes.

Future indebtedness that the Parent or its Restricted Subsidiaries, including us, may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of the indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require us to repurchase the notes could cause a default under future indebtedness, even if the Change of Control itself does not, due to the financial effect of the repurchase on us. Finally, our ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The provisions under the Indenture relative to our obligation to make an Offer to Purchase as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

The Parent and the Subsidiary Guarantors jointly and severally guarantee, on a senior subordinated basis, our obligations under the notes. Each Subsidiary Guarantee is limited as necessary to prevent it from being rendered voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person, other than the Parent, us or another Subsidiary Guarantor, whether or not the Subsidiary Guarantor is the surviving Person, unless:

The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

Upon the closing of the offering of the old notes, we and the Parent entered into the registration rights agreement with the initial purchasers of the old notes, which provides for this exchange offer. A copy of the registration rights agreement is filed as an exhibit to the registration statement containing this prospectus. Please read the section captioned “The Exchange Offer” for more details regarding the terms of the registration rights agreement and the exchange offer.

The Indebtedness evidenced by these notes and the Guarantees are senior subordinated obligations of ours and the Guarantors, as the case may be. The payment of the principal of, premium, if any, and interest on the notes and any other amounts payable pursuant to the terms of the notes and the Guarantees is subordinate in right of payment, as set forth in the Indenture, to the prior payment in full in cash when due of all Senior Indebtedness of ours or the relevant Guarantor, as the case may be. Senior Indebtedness, including the obligations of ours and the Guarantors under the Credit Agreement, has priority in right of payment, whether it is outstanding on the Closing Date or incurred after the Closing Date.

As of March 31, 2002, after the Refinancing Transactions, our Senior Indebtedness was approximately $231.1 million, the Senior Indebtedness of the Subsidiary Guarantors was approximately $228.6 million and the Senior Indebtedness of the Parent was approximately $231.8 million. In addition, as a result of the Refinancing Transactions, at March 31, 2002 we had additional availability of $216.3 million for borrowings of Senior Indebtedness under the Credit Agreement. Virtually all of the Senior Indebtedness of the Guarantors consists of their respective guarantees of our Senior Indebtedness under the Credit Agreement.

Although the Indenture contains limitations on the amount of additional Indebtedness that we, the Parent and the Subsidiary Guarantors may incur, under certain circumstances the amount of the Indebtedness could be substantial and, in any case, the Indebtedness may be Senior Indebtedness. See “—Certain Covenants—Limitation on Indebtedness”.

A portion of our operations are, or may in the future be, conducted through our subsidiaries. Some of these subsidiaries are not guaranteeing the notes. Claims of creditors of these non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by the non-guarantor subsidiaries, and claims of preferred shareholders, if any, of these non-guarantor subsidiaries generally will have

As of March 31, 2002, the total liabilities of the non-guarantor subsidiaries were approximately $6.2 million, including trade payables, and such non-guarantor subsidiaries had no preferred stock outstanding. Although the Indenture limits the incurrence of Indebtedness and the issuance of preferred stock of certain of the Parent’s and our subsidiaries, this limitation is subject to a number of significant qualifications, including the ability to incur additional debt if the Interest Coverage Ratio is greater that 2.0 to 1.0 after giving effect to the incurrence. Moreover, the Indenture does not impose any limitation on the incurrence by these subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain Covenants—Limitation on Indebtedness”.

Only Indebtedness of ours or a Guarantor that is Senior Indebtedness will rank senior to the notes and the relevant Guarantee in accordance with the provisions of the Indenture. The notes and each Guarantee will in all respects rank equally with all other Senior Subordinated Indebtedness of ours and the relevant Guarantor, respectively.

We and the Guarantors have agreed in the Indenture that we and they will not Incur, directly or indirectly, any Indebtedness that is subordinate or junior in ranking in right of payment to our Senior Indebtedness or the Senior Indebtedness of the Guarantors unless the Indebtedness is equal to or subordinated in right of payment to the notes and the Guarantees, as applicable. Unsecured Indebtedness is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured.

We are not permitted to pay principal of, premium, if any, or interest on, the notes or make any deposit pursuant to the provisions described under “—Defeasance” and may not repurchase, redeem or otherwise retire any notes (collectively, “pay the notes”) if either of the following, each referred to as a “Payment Default,” occurs:

During the continuance of any default, other than a Payment Default, with respect to any Designated Senior Indebtedness pursuant to which its maturity may be accelerated immediately without further notice, except such notice as may be required to effect such acceleration, or the expiration of any applicable grace periods, we are not permitted to pay the notes for a period of 179 days commencing upon the receipt by the Trustee, with a copy to us, of written notice, referred to as a “Blockage Notice,” of the default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period. This 179 day period is referred to as a “Payment Blockage Period.” The Payment Blockage Period will end prior to the 179th day if the Payment Blockage Period is terminated:

Notwithstanding the provisions described above, unless the holders of the Designated Senior Indebtedness or the Representative of the holders have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, we are permitted to resume payments on the notes after the end of the Payment Blockage Period. The notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Indebtedness, other than holders of Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days total during any consecutive 360-day period, and there must be 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect.

Upon any payment or distribution of our assets upon any liquidation, dissolution, winding up, assignment for the benefit of creditors or marshalling of our assets or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our property:

If a distribution is made to noteholders that, due to the subordination provisions, should not have been made to them, these noteholders are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them or their Representatives as their interests may appear.

If payment of the notes is accelerated because of an Event of Default, we or the Trustee shall promptly notify the holders of Designated Senior Indebtedness or the Representative of these holders of the acceleration. If any Designated Senior Indebtedness is outstanding at the time of the acceleration, neither we nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of the acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

The obligations of a Guarantor under its Guarantee are senior subordinated obligations. As such, the rights of noteholders to receive payment by a Guarantor pursuant to a Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination provisions described above with respect to our obligations under the notes apply equally to a Guarantor and the obligations of the Guarantor under a Guarantee.

By reason of the subordination provisions contained in the Indenture, in the event of insolvency, creditors of ours or a Guarantor who are holders of Senior Indebtedness of ours or a Guarantor, as the case may be, may recover more, ratably, than the noteholders.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the notes pursuant to the provisions described under “—Defeasance”, if the preceding subordination provisions were not violated at the time the respective amounts were deposited pursuant to the defeasance provisions.

(b)  Notwithstanding the preceding paragraph (a), the Parent and any Restricted Subsidiary may Incur any or all of the following Indebtedness:

(c)    Notwithstanding any other provision of this “Limitation on Indebtedness” covenant, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this “Limitation on Indebtedness” covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(d)    For purposes of determining any particular amount of Indebtedness under this “Limitation on Indebtedness” covenant,

(a)    The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, do any of the following actions, collectively referred to as “Restricted Payments”:

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(b)    The restrictions contained in paragraph (a) of this section shall not be violated by reason of:

(c)    Each Restricted Payment permitted pursuant to clauses (i), (iv) and (v) of paragraph (b), other than repurchases of Capital Stock with the proceeds of insurance policies referred to in clause (v) of paragraph (b), shall be included, without duplication, in calculating whether the conditions of clause (C) of paragraph (a) of this “Limitation on Restricted Payments” covenant have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Parent are used for the redemption, repurchase or other acquisition of the notes, or Indebtedness that ranks equally in right of payment with the notes, then the Net Cash Proceeds of such issuance shall be included in clause (C) (2) of paragraph (a) of this “Limitation on Restricted Payments” covenant only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness.

We and each Guarantor will not, directly or indirectly, Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness unless such Indebtedness is of equal ranking or subordinated in

(a)    The Parent will not, and will not permit any Restricted Subsidiary, other than us, to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(b)    The preceding provisions shall not restrict any encumbrances or restrictions:

Nothing contained in this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant shall prevent the Parent or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the “Limitation on Liens” covenant or (2) restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Parent or any of its Restricted Subsidiaries.

The Parent will not issue or sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary that was a Restricted Subsidiary on the Closing Date except for:

After the Closing Date, the Parent will cause each domestic Restricted Subsidiary created or acquired by the Parent or us to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the notes on the same terms and conditions as those set forth in the Indenture.

(a)    The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction, including the purchase, sale, lease or exchange of property or assets, employee

(b)    The provisions of the preceding paragraph (a) do not limit, and shall not apply to:

Notwithstanding the foregoing, any transaction covered by paragraph (a) and not covered by clauses (ii) through (vi) or (viii) through (xi) of paragraph (b) of this “Limitation on Transactions with Affiliates” covenant, the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in clause (b)(i)(B) above.

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien, other than Permitted Liens and Liens securing Senior Indebtedness, securing

(a)    The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale, unless:

(b)    With respect to any Asset Sale occurring on or after the Closing Date from which the Parent or any Restricted Subsidiary receives Net Cash Proceeds, the Parent or such Restricted Subsidiary, as the case may be, shall apply an amount equal to 100% of the Net Cash Proceeds from such Asset Sale to:

Notwithstanding the foregoing provisions of this covenant, the Parent and its Restricted Subsidiaries will not be required to apply any Net Cash Proceeds in accordance with this covenant except to the extent that the aggregate Net Cash Proceeds from all Asset Sales that are not applied in accordance with this covenant exceeds $5.0 million. The amount of such excess Net Cash Proceeds required to be applied, or to be committed to be applied, during the periods set forth in this paragraph (b) and not applied as so required by the applicable Application Date shall constitute “Excess Proceeds” and shall be applied as provided in paragraph (c) below.

(d)    For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(e)    We shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws and regulations conflict with provisions of this covenant, we shall comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under this clause by virtue of our compliance.

Neither the Parent nor we will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its or our property and assets, as an entirety or substantially an entirety in one transaction or a series of related transactions, to, any Person unless:

The Successor Company will be the successor to the Parent or us, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Parent or us under the Indenture, and the predecessor Parent or us, except in the case of a lease or other disposition of all or substantially all of its or our property and assets, shall be released from the obligations under the Indenture and the notes or the Guarantee, as applicable.

Whether or not we are required to file reports with the SEC, for so long as any notes are outstanding, we shall file with the SEC all such reports and other information as we would be required to file with the SEC by

The following events will be defined as “Events of Default” in the Indenture:

If payment of the notes is accelerated because of an Event of Default, we or the Trustee shall promptly notify the holders of Designated Senior Indebtedness or the Representative of such holders of the acceleration. If any Designated Senior Indebtedness is outstanding at the time of such acceleration, neither we nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

If an Event of Default, other than an Event of Default specified in clause (g) or (h) under the heading “Events of Default” above that occurs with respect to the Parent or us, occurs and is continuing under the Indenture,

Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) under the heading “Events of Default” has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Parent, us or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) under the heading “Events of Default” occurs

The Holders of a majority in aggregate principal amount of the outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders. A Holder may not pursue any remedy with respect to the Indenture or the notes unless:

However, such limitations do not apply to the right of any Holder to receive payment of the principal of, premium, if any, or interest on, such note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the notes, which right shall not be impaired or affected without the consent of the Holder.

The Indenture requires certain officers of the Parent to certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Parent and its Restricted Subsidiaries and the Parent’s and its Restricted Subsidiaries’ performance under the Indenture and, to their knowledge, that the Parent and we have fulfilled all obligations thereunder, or, if, to their knowledge, there has been a default in the fulfillment of any such obligation, specifying each default and the nature and status of the default. We will also be obligated to notify the Trustee of certain defaults in the performance of any covenants or agreements under the Indenture.

If we exercise our legal defeasance option or our covenant defeasance option, the Parent and the Subsidiary Guarantors will be released from all their respective obligations with respect to their Guarantees. In the event we exercise our option to omit compliance with certain covenants and provisions of the Indenture with respect to the notes as described in the immediately preceding paragraph and the notes are declared due and payable because of

Notwithstanding the preceding, without the consent of any Holder of the notes, we, the Guarantors and the Trustee may modify or amend the Indenture:

However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness of ours or a Guarantor then outstanding unless the holders of such Senior Indebtedness, or their Representative, consent to such change.

The consent of the Holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to each Holder of the notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

No recourse for the payment of the principal of premium, if any, or interest on any of the notes or the Guarantees or for any claim based thereon or otherwise in respect to the notes or the Guarantees, and no recourse under or upon any obligation, covenant or agreement of ours in the Indenture, or in any of the notes or the Guarantees, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, shareholder, officer, director, employee or controlling person of ours, of any Guarantor or of any successor Person. Each Holder, by accepting the notes, waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

The Indenture provides that, except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in such Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The certificates representing the notes initially were issued in fully registered form without interest coupons. Notes sold in offshore transactions in reliance on Regulation S under the Securities Act, if any, would be represented by one or more permanent global notes in definitive, fully registered form without interest coupons (each a “Temporary Regulation S Global Note”) and would be deposited with the Trustee as custodian for, and registered in the name of, a nominee of DTC for the accounts of Euroclear and Clearstream Banking. The Temporary Regulation S Global Note would be exchangeable for one or more permanent global notes (each a “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) on or after the 40th day following the Closing Date upon certification that the beneficial interests in such global note are owned by non-U.S. persons. Prior to the 40th day after the Closing Date, beneficial interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream Banking, and any resale or transfer of such interests to U.S. persons is not permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S.

Notes sold in reliance on Rule 144A are represented by one or more permanent global notes in definitive, fully registered form without interest coupons (each a “Restricted Global Note” and, together with the Regulation S Global Note, the “Global Notes”) and are deposited with the relevant Trustee as custodian for, and registered in the name of, a nominee of DTC.

Unless exchanged for the new notes pursuant to this exchange offer, each Global Note is subject to certain restrictions on transfer and will bear a restrictive legend. Except in the limited circumstances described below under “Certificated Notes,” owners of beneficial interests in a Restricted Global Note will not be entitled to receive physical delivery of Certificated Notes, as defined below.

Notes transferred to institutional accredited investors who are not qualified institutional buyers (referred to as “Non-Global Purchasers”) will be in registered form without interest coupons (referred to as “Certificated Notes”). Upon the transfer of Certificated Notes initially issued to a Non-Global Purchaser, to a qualified institutional buyer or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged in whole for Certificated Notes, be exchanged for an interest in a Global Note.

Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC (referred to as “participants”) or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons other than participants. Qualified institutional buyers may hold their interests in a Restricted Global Note directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

Investors may hold their interests in a Regulation S Global Note directly through Clearstream Banking or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such system. On or after the 40th day following the Closing Date, investors may also hold such interests through organizations other than Clearstream Banking or Euroclear that are participants in the DTC system. Clearstream Banking and Euroclear will hold interests in the Regulation S Global Notes on behalf of their participants through DTC.

So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture and the notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream Banking.

Payments of the principal of, and interest on, a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner of the Global Note. Neither we, the Trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

We expect that DTC will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange as described below, only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC will exchange the applicable Global Note for Certificated Notes, which it will distribute to its participants and which may bear a restrictive legend.

We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (referred to as “indirect participants”).

Although DTC, Euroclear and Clearstream Banking are expected to follow the preceding procedures in order to facilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by us within 120 days, we will issue Certificated Notes, which may bear a restrictive legend, in exchange for the Global Notes. Holders of an interest in a Restricted Global Note may receive Certificated Notes, which may bear a restrictive legend, in accordance with the DTC’s rules and procedures in addition to those provided for under the Indenture.

The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the applicable principles of conflicts of laws to the extent that the application of the law of another jurisdiction would be required thereby.

Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the Indenture. Please read the Indenture for the full definition of all terms as well as any other capitalized term used in this summary for which no definition is provided.

Notwithstanding the foregoing, for purposes of the “Limitation on Restricted Payments” covenant only, there shall be excluded from Adjusted Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Parent or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(4) of paragraph (a) of the covenant.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Adjusted Consolidated Net Income to compute Consolidated Cash Flow only to the extent, and in the same proportion, including by reason of minority interests, that the net income of such Restricted Subsidiary was included in calculating Adjusted Consolidated Net Income.

For purposes of the definition of “Unrestricted Subsidiary” and the “Limitation on Restricted Payments” covenant:

“Net Cash Proceeds” means:

On the Payment Date, we shall:

The paying agent shall promptly mail to the Holders of notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new note equal in