-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IPysQF32CEY8LRAEK6riWs/xMce7T/4J6WQ/xtAatBxiVq8DIxtMfdW4ND7ATfi9 Y04boQMRNSCIPbdMBwXLdg== /in/edgar/work/0000893750-00-000527/0000893750-00-000527.txt : 20001116 0000893750-00-000527.hdr.sgml : 20001116 ACCESSION NUMBER: 0000893750-00-000527 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001001 FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPC CAPITAL CORP II CENTRAL INDEX KEY: 0001061504 STANDARD INDUSTRIAL CLASSIFICATION: [3080 ] IRS NUMBER: 232952404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53603-01 FILM NUMBER: 769802 BUSINESS ADDRESS: STREET 1: 1110 EAST PRINCESS STREET CITY: YORK STATE: PA ZIP: 17403 BUSINESS PHONE: 7178498500 MAIL ADDRESS: STREET 1: 110 EAST PRINCESS STREET CITY: YORK STATE: PA ZIP: 17403 10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 333-53603-01 GPC CAPITAL CORP. II (Exact name of registrant as specified in its charter) Delaware 23-2952404 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2401 Pleasant Valley Road York, Pennsylvania (Address of principal executive offices) 17402 (zip code) (717) 849-8500 (Registrant's telephone number, including area code) Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of the date hereof, 1,000 shares of the registrant's common stock, par value $.01 per share, are outstanding. GPC CAPITAL CORP. II INDEX PART I. FINANCIAL INFORMATION Page Number Item 1: Condensed Financial Statements: CONDENSED BALANCE SHEETS - At October 1, 2000 and December 31, 1999............... 3 CONDENSED STATEMENTS OF OPERATIONS - For the Three Months and Nine Months Ended October 1, 2000 and September 26, 1999................................. 4 CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year Ended December 31, 1999 and Nine Months Ended October 1, 2000.................................. 5 CONDENSED STATEMENTS OF CASH FLOWS - For the Nine Months Ended October 1, 2000 and September 26, 1999.... 6 NOTES TO CONDENSED FINANCIAL STATEMENTS.................. 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 9 Item 3: Quantitative and Qualitative Disclosures About Market Risk................................................... 10 PART II. OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K......................... 11 Signature:........................................................ 12 2 PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements GPC CAPITAL CORP. II CONDENSED BALANCE SHEETS (in thousands) (Unaudited) October 1, December 31, 2000 1999 ---------- ------------ Total assets................................. --- --- Commitments and contingent liabilities....... --- --- Total liabilities............................ --- --- Total shareholder's equity................... --- --- See accompanying notes. 3 GPC CAPITAL CORP. II CONDENSED STATEMENTS OF OPERATIONS (in thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------------- ------------------------- October 1, September 26, October 1, September 26, 2000 1999 2000 1999 ---------- ------------- ---------- ------------- Net sales............ --- --- --- --- Operating income..... --- --- --- --- Interest expense, net.................. --- --- --- --- Net income........... --- --- --- --- See accompanying notes. 4 GPC CAPITAL CORP. II CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY (in thousands) (Unaudited) Balance at January 1, 1999................ --- Balance at December 31, 1999.............. --- Balance at October 1, 2000................ --- See accompanying notes. 5 GPC CAPITAL CORP. II CONDENSED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended --------------------------- October 1, September 26, 2000 1999 ---------- ------------- Operating activities.............. --- --- Investing activities.............. --- --- Financing activities.............. --- --- See accompanying notes. 6 GPC CAPITAL CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed financial statements of GPC Capital Corp. II have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. In the opinion of management, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the condensed financial statements. GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging Holdings Company, a Pennsylvania limited partnership ("Holdings"), was incorporated in Delaware in January 1998. All entities and assets owned by Holdings are referred to collectively as Graham Packaging Group (the "Group"). The sole purpose of GPC Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount Notes and as co-guarantor with Holdings under the New Credit Agreement and Amendments (as defined herein). GPC Capital Corp. II has only nominal assets, does not conduct any independent operations and during the nine months ended October 1, 2000, did not execute any transactions. GPC Capital Corp. II has authorized and issued 1,000 shares of common stock with a par value of $.01 per share. For additional information, see the related Quarterly Report on Form 10-Q of Holdings for the quarter ended October 1, 2000. 2. Debt Arrangements On February 2, 1998, the Group refinanced the majority of its existing credit facilities in connection with the Recapitalization and entered into a new Credit Agreement (the "New Credit Agreement") with a consortium of banks. The New Credit Agreement was amended on August 13, 1998 to provide for an additional Term Loan Borrowing of an additional $175 million and on March 30, 2000 as described below (the "Amendments"). The New Credit Agreement and the Amendments consist of four term loans to Graham Packaging Company, L. P. (the "Operating Company") totaling $570 million and two revolving loan facilities to the Operating Company totaling $255 million. As part of the Amendments to the New Credit Agreement, if certain events of default were to occur, or if the Group's Net Leverage Ratio were above 5.15:1.0 7 at September 30, 2000, Blackstone agreed to make an equity contribution to the Group through the administrative agent of up to $50 million. An equity contribution of $50 million was made by the Group's owners to the Group on September 29, 2000, satisfying Blackstone's obligation under the Amendments. The Group's Net Leverage Ratio being above 5.15:1.0 at September 30, 2000 was not an event of default under the New Credit Agreement and Amendments. The March 30, 2000 Amendment also changes the terms under which the Group can access $100 million of Growth Capital Revolving Loans from a dollar for dollar equity match to a capital call with various test dates based on certain leverage tests for quarters ending on or after June 30, 2001, which would provide for up to an additional $50 million equity contribution by Blackstone; allows the proceeds of the equity contribution (if required) to be applied to Revolving Credit Loans; and changes certain covenants, principally to increase the amount of permitted capital expenditures in 2000 and subsequent years. In addition, the New Credit Agreement and Amendments contain certain affirmative and negative covenants as to the operations and financial condition of the Group, as well as certain restrictions on the payment of dividends and other distributions to Holdings. 8 12:31 am Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain "forward-looking statements". This Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended ("the Exchange Act"). All statements other than historical facts included in this Report on Form 10-Q, including without limitation, statements regarding the Company's future financial position, business strategy, anticipated capital expenditures, anticipated business acquisitions, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Unless the context otherwise requires, all references herein to the "Company", with respect to periods prior to the Recapitalization, refer to the business historically conducted by Holdings (which served as the operating entity for the business prior to the Recapitalization) and one of its predecessors (Graham Container Corporation), together with Holdings' subsidiaries and certain affiliates, and, with respect to periods subsequent to the Recapitalization, refer to Holdings and its subsidiaries. Results of Operations None Liquidity and Capital Resources On February 2, 1998, the Company refinanced the majority of its existing credit facilities in connection with the Recapitalization and entered into a new Credit Agreement (the "New Credit Agreement") with a consortium of banks. The New Credit Agreement was amended on August 13, 1998 to provide for an additional Term Loan Borrowing of an additional $175 million and on March 30, 2000 as described below (the "Amendments"). The New Credit Agreement and the Amendments consist of four term loans to Graham Packaging Company, L. P.(the "Operating Company") totaling $570 million 9 and two revolving loan facilities to the Operating Company totaling $255 million. As part of the Amendments to the New Credit Agreement, if certain events of default were to occur, or if the Company's Net Leverage Ratio were above 5.15:1.0 at September 30, 2000, Blackstone agreed to make an equity contribution to the Company through the administrative agent of up to $50 million. An equity contribution of $50 million was made by the Company's owners to the Company on September 29, 2000, satisfying Blackstone's obligation under the Amendments. The Company's Net Leverage Ratio being above 5.15:1.0 at September 30, 2000 was not an event of default under the New Credit Agreement and Amendments. The March 30, 2000 Amendment also changes the terms under which the Company can access $100 million of Growth Capital Revolving Loans from a dollar for dollar equity match to a capital call with various test dates based on certain leverage tests for quarters ending on or after June 30, 2001, which would provide for up to an additional $50 million equity contribution by Blackstone; allows the proceeds of the equity contribution (if required) to be applied to Revolving Credit Loans; and changes certain covenants, principally to increase the amount of permitted capital expenditures in 2000 and subsequent years. In addition, the New Credit Agreement and Amendments contain certain affirmative and negative covenants as to the operations and financial condition of the Company, as well as certain restrictions on the payment of dividends and other distributions to Holdings. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 10 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were required to be filed during the quarter ended October 1, 2000. 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 14, 2000 GPC CAPITAL CORP. II (Registrant) By: /s/ John E. Hamilton ------------------------------- John E. Hamilton Vice President (chief accounting officer and duly authorized officer) 12 EX-27 2 0002.txt
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