10-K/A 1 c75802a1e10vkza.txt AMENDMENT TO ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 [ ] 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 36-2552989 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1900 WEST FIELD COURT LAKE FOREST, ILLINOIS 60045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 482-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ---------------------------------------------- ------------------------ Common Stock ($.01 par value) and New York Stock Exchange associated Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 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 [X] No [ ] 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ] State the aggregate market value of the voting stock 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 MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES AT JUNE 28, 2002 HELD BY NON-AFFILIATES ------------------------------------------ ---------------------------- COMMON STOCK 157,485,313 SHARES $3,748,150,447 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. Common Stock ($.01 par value). 159,147,846 shares outstanding as of February 28, 2003. (See Note 12 to the Financial Statements.) DOCUMENTS INCORPORATED BY REFERENCE: PART OF THE FORM 10-K DOCUMENT INTO WHICH INCORPORATED -------- ----------------------- Pactiv Corporation's Definitive Proxy Statement Part III for the Annual Meeting of Shareholders to be held May 16, 2003 EXPLANATORY NOTE This amendment to Pactiv Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, is being filed to correct a typographical error in the tabular presentation of the company's equity-compensation plans contained in Item 12. The total number of shares of common stock issuable under plans shown in the left column of the table appearing in Item 12 (page 53) has been revised to 15,341,967. No revisions have been made to the Pactiv Corporation financial statements or any other disclosures contained in the Annual Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table summarizes the company's equity-compensation plans at December 31, 2002.
Number of shares of common stock Number of shares of Weighted-average remaining common stock to be exercise available for issued upon price of future issuance exercise of outstanding under equity Plan category outstanding options options compensation plans ------------------------------- --------------------- --------------- -------------------- Equity-compensation plans approved by shareholders 14,803,965(1) $21.19 12,106,292 Equity-compensation plans not approved by shareholders 538,002(2) $14.97(3) 2,686,747(4) ---------- ------ ---------- Total 15,341,967 $21.15 14,793,039 ---------- ------ ----------
(1) Includes outstanding options and performance share awards. The outstanding performance share awards are subject to vesting based on future performance criteria and/or continued employment, and all such awards may be paid in stock or in cash, at the discretion of the Compensation Committee. (2) Includes shares purchased, or available for purchase, by employees pursuant to the Pactiv Corporation Employee Stock Purchase Plan, which allows U.S. and Canadian employees to purchase Pactiv common stock at a 15% discount, subject to an annual limitation of $21,240. See Note 12 to the financial statements for additional information regarding the Employee Stock Purchase Plan. As of December 31, 2002, there were pending purchases for 92,611 shares (shares that employees had elected to purchase and paid the purchase price), which were issued in early January 2003. Also includes units (Common Stock Equivalents) invested in the Pactiv Common Stock Index under the Pactiv Corporation Deferred Compensation Plan. Under the Deferred Compensation Plan, directors and officers may defer receipt of all or a portion of their retainer, bonus or other incentive compensation, in which event such deferred amounts will be "indexed" against the investment options selected by the participant. One of the investment options is the Pactiv Common Stock Index. If a participant has selected the Pactiv Common Stock Index, at the end of the deferral period (ordinarily upon termination of employment or service as a director), the participant may receive cash or Pactiv common stock. As of December 31. 2002, there were 445,391 units of Common Stock Equivalents held in the Pactiv Common Stock Index Fund under the Deferred Compensation Plan. (3) Represents the purchase price for the pending purchase (as of December 31, 2002) of 92,611 shares purchased under the Employee Stock Purchase Plan. No amount is included in this calculation with respect to the units held under the Deferred Compensation Plan. (4) Represents shares reserved for issuance under the Employee Stock Purchase Plan as of December 31, 2002, less shares for which as of such date employees had elected to purchase and paid for (through payroll deductions) but which had not yet been issued. 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: March 28, 2003 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 March 28, 2003 --------------------------------------------- Officer and Director (principal Richard L. Wambold executive officer) /s/ ANDREW A. CAMPBELL Senior Vice President and Chief March 28, 2003 --------------------------------------------- Financial Officer (principal Andrew A. Campbell financial and accounting officer) /s/ LARRY D. BRADY* Director March 28, 2003 --------------------------------------------- Larry D. Brady Director --------------------------------------------- K. Dane Brooksher /s/ ROBERT J. DARNALL* Director March 28, 2003 --------------------------------------------- Robert J. Darnall /s/ MARY R. (NINA) HENDERSON* Director March 28, 2003 --------------------------------------------- Mary R. (Nina) Henderson /s/ ROGER B. PORTER* Director March 28, 2003 --------------------------------------------- Roger B. Porter /s/ PAUL T. STECKO* Director March 28, 2003 --------------------------------------------- Paul T. Stecko /s/ NORMAN H. WESLEY* Director March 28, 2003 --------------------------------------------- Norman H. Wesley *By: /s/ JAMES V. FAULKNER, JR. March 28, 2003 ---------------------------------------- James V. Faulkner, Jr. Attorney-in-fact
2 CERTIFICATION I, Richard L. Wambold, the principal executive officer of Pactiv Corporation (the "company"), certify that: 1. I have reviewed this annual report on Form 10-K for the company, as amended by the Form 10-K/A filed on this date; and 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: March 28, 2003 /s/ RICHARD L. WAMBOLD ------------------------------- Richard L. Wambold Principal Executive Officer 3 CERTIFICATION I, Andrew A. Campbell, the principal financial officer of Pactiv Corporation (the "company"), certify that: 1. I have reviewed this annual report on Form 10-K for the company, as amended by the Form 10-K/A filed on this date; and 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: March 28, 2003 /s/ ANDREW A. CAMPBELL ---------------------------------- Andrew A. Campbell Principal Financial Officer 4