10-K/A 1 c58569e10vkza.htm FORM 10-K/A e10vkza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark 1)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-15157
PACTIV CORPORATION
(Exact name of Registrant as Specified in its Charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization) 		  36-2552989
(I.R.S. Employer
Identification No.)
     
1900 West Field Court
Lake Forest, Illinois
(Address of principal executive offices) 		   60045
(Zip Code)
Registrant’s telephone number, including area code: (847) 482-2000
Securities registered pursuant to Section 12 (b) of the Act:
     
 Title of each class   Name of each Exchange on which registered
     
Common Stock ($.01 par value) and associated Preferred
Stock Purchase Rights 		  New York Stock Exchange
     Securities registered pursuant to Section 12(g) of the Act: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
     Indicate by check mark 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 þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Act.
             
Large Accelerated Filer þ   Accelerated Filer o   Non-Accelerated Filer o   Smaller Reporting Company o
     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No þ
     State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value is computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of the last business day of the registrant’s most recently completed second fiscal quarter.
     
Class of Voting Stock and Number of Shares
Held by Non-Affiliates at June 30, 2009 		  Market Value of Common Stock held by
Non-Affiliates
     
Common Stock 131,840,454 shares   $2,860,937,852
     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT’S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. Common Stock ($.01 par value). 132,337,357 shares outstanding as of January 31, 2010. (See Note 11 to the Financial Statements.)
Documents Incorporated by Reference:
     
 Document   Part of the Form 10-K
into which incorporated
     
Pactiv Corporation’s Definitive Proxy Statement for   Part III
the Annual Meeting of Shareholders to be held May 14, 2010    
 
 

 

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Item 15. Exhibits, Financial Statement Schedules
Index of Exhibits
SIGNATURES
EX-23.1

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EXPLANATORY NOTE
     This amendment to Pactiv Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, is being filed to include a corrected copy of Exhibit 23.1, Consent of Ernst & Young LLP. A copy with an incorrect date was inadvertently filed with the Annual Report on Form 10-K filed February 26, 2010. No revisions have been made to the form of the Consent, to the reports to which the Consent relates, to the Pactiv Corporation financial statements, or to any other disclosures contained in the Annual Report.
Item 15.   Exhibits, Financial Statement Schedules
Index of Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009.
     
Exhibit No.   Description
23.1
  Consent of Ernst & Young LLP.

 

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  PACTIV CORPORATION
 		  
  By:   /s/ RICHARD L. WAMBOLD    
    Richard L. Wambold   
    Chairman, President and
Chief Executive Officer 		  
 
Date: June 4, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following on behalf of the registrant and in the capacities and on the dates indicated.
         
Signature   Title   Date
 
/s/ RICHARD L. WAMBOLD   Chairman, President, Chief Executive   June 4, 2010
 
Richard L. Wambold 		  Officer and Director
(principal executive officer)		    
         
/s/ EDWARD T. WALTERS   Senior Vice President and Chief   June 4, 2010
 
Edward T. Walters 		  Financial Officer
(principal financial officer)		    
         
/s/ DONALD E. KING   Corporate Controller and Chief   June 4, 2010
 
Donald E. King 		  Accounting Officer
(principle accounting officer)		    
         
/s/ LARRY D. BRADY*   Director   June 4, 2010
 
Larry D. Brady 		       
         
/s/ K. DANE BROOKSHER*   Director   June 4, 2010
 
K. Dane Brooksher 		       
         
/s/ ROBERT J. DARNALL*   Director   June 4, 2010
 
Robert J. Darnall 		       
         
/s/ MARY R. (NINA) HENDERSON*   Director   June 4, 2010
 
Mary R. (Nina) Henderson 		       
         
/s/ N. THOMAS LINEBARGER*   Director   June 4, 2010
 
N. Thomas Linebarger 		       
         
/s/ ROGER B. PORTER*   Director   June 4, 2010
 
Roger B. Porter 		       
         
/s/ NORMAN H. WESLEY*   Director   June 4, 2010
 
Norman H. Wesley 		       
         
 
             
*  
By:  /s/ JOSEPH E. DOYLE       June 4, 2010
 		        
 
  Joseph E. Doyle        
 
  Attorney-in-fact