425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 30, 2008

HICKS ACQUISITION COMPANY I, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction of
incorporation)
001-33704
(Commission File Number) 20-8521842
(I.R.S. Employer
Identification Number)

100 Crescent Court, Suite 1200
Dallas, TX
(Address of principal
executive offices)

75201
(Zip code)

(214) 615-2300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01. Other Events.

On June 30, 2008, Hicks Acquisition Company I, Inc., a Delaware Corporation (the “Company”), and Graham Packaging Holdings Co., a Pennsylvania corporation (“Graham Packaging”), announced a non-binding agreement in principle by and among Graham Packaging, the Company and the other parties signatory thereto, which would provide, among other things, that Graham Packaging would go public pursuant to a transaction with the Company. In connection with the transaction, on June 30, 2008, CNBC broadcast a live interview with Thomas O. Hicks, Chairman of the Company. A transcript of the CNBC interview is attached hereto as Exhibit 99.1.

Additional Information About the Transaction and Where to Find It

In connection with the transaction, Graham Packaging would file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that would include a proxy statement of the Company and that would constitute a prospectus of Graham Packaging. The Company would mail the proxy statement/prospectus to its stockholders. Before making any voting decision, the Company urges its investors and security holders to read the proxy statement/prospectus regarding the transaction when it becomes available because it would contain important information. The Company’s stockholders may obtain copies of all documents filed with the SEC regarding the transaction, free of charge, at the SEC’s website (www.sec.gov) or by directing a request to the Company at 100 Crescent Court, Suite 1200, Dallas, Texas 75201 or by contacting the Company at (214) 615-2300.

Participants in Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007, which was filed with the SEC, and would also be contained in the Company’s proxy statement regarding the transaction when it becomes available. The Company’s stockholders may obtain additional information about the interests of the directors and officers of the Company in the transaction by reading the Company’s proxy statement and other materials to be filed with the SEC regarding the transaction when such information becomes available.

Information Concerning Forward-Looking Statements

This report and the transcript include “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this presentation include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this presentation. Such risk factors include, among others: uncertainties as to the timing of the acquisition            and whether a definitive agreement related to the transaction will be entered into; approval of the acquisition by the Company’s stockholders; the satisfaction of closing conditions to the acquisition, including the receipt of regulatory approvals; costs related to the acquisition; the competitive environment in the industry in which Graham Packaging operates; the diversion of management time on acquisition related issues; general economic conditions such as inflation or recession; Graham Packaging’s ability to maintain margins due to future increases in commodity prices; Graham Packaging’s loss of large customers; operating Graham Packaging as a public company; Graham Packaging’s continuing net losses; the terms of Graham Packaging’s debt instruments, which restrict the manner in which Graham Packaging conducts its business and may limit Graham Packaging’s ability to implement elements of its business strategy; Graham Packaging’s indebtedness, which could adversely affect Graham Packaging’s cash flow; that despite Graham Packaging’s current levels of indebtedness, Graham Packaging may incur additional debt in the future, which could increase the risks associated with Graham Packaging’s leverage; Graham Packaging’s recovery of the carrying value of its assets; Graham Packaging’s exposure to fluctuations in resin prices and its dependence on resin supplies; risks associated with Graham Packaging’s international operations; Graham Packaging’s dependence on significant customers and the

risk that customers will not purchase Graham Packaging’s products in the amounts expected by Graham Packaging under their requirements contracts; that the majority of Graham Packaging’s sales are made pursuant to requirements contracts; Graham Packaging’s ability to develop product innovations and improve Graham Packaging’s production technology and expertise; infringement on Graham Packaging’s proprietary technology; risks associated with environmental regulation and liabilities; Graham Packaging’s dependence on key management and its labor force and the material adverse effect that could result from the loss of their services; risks associated with a significant portion of Graham Packaging’s employees being covered by collective bargaining agreements; Graham Packaging’s dependence on blow molding equipment providers; market conditions for Graham Packaging’s products; the inability to maintain growth rates; and the related impact on revenue, net income and fund inflows/outflows. Actual results may differ materially from those contained in the forward-looking statements in this presentation. The Company and Graham Packaging undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this presentation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their entirety by this cautionary statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Exhibit
99.1*	Transcript for CNBC interview

* Filed herewith.

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, hereunto duly authorized.

Dated: June 30, 2008

Hicks Acquisition Company I, Inc.
By:	/s/ JOSEPH B. ARMES
	Joseph B. Armes
	President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1*	Transcript for CNBC interview

* Filed herewith.

EX-99.1

Exhibit 99.1

Bill Griffeth, Co-Anchor: So, it’s been about a year since Tom Hicks brought this so-called blank check IPO—it’s one of these special purpose acquisition companies...

Michelle Caruso-Cabrera, Co-Anchor: SPACs, as they’re called.

Griffeth: They made, I think, about four hundred million dollars on that, on that IPO. And, we’ve been waiting to find out what the deal would be—where were they gonna commit the money. And, they’ve announced today that they’re partnering with Blackstone to take Graham Packaging public in a three-point-two billion dollar deal. And, in a Power Lunch exclusive, we welcome back, of course, Tom Hicks—the Chairman and CEO of Hicks Holdings.

Tom, welcome back.

Thomas Hicks, Chairman and CEO, Hicks Holdings: Bill, good to—always good to be with you.

Griffeth: Now, you know, I’m, I’m thinking, okay, a financially-distressed, uh, distressed financial company, maybe—or a, uh, a strong energy play. You’re a Texan, for Pete’s sake. A packaging company? Why?

Hicks: Well, when you go home tonight, uh, go with your wife and look in your refrigerator, your pantry, your garage, and you’ll see all of Graham’s products. They’re the leading technology company that makes, uh, rigid, blow-molded plastic for, uh, specialty products like—everything from Gatorade and, and vitamin waters to motor oil to your detergents under the sink. And, they’re, they’re the market leaders. And, we think they’re very recession-resistant. And, most importantly, uh, Blackstone brought in an outstanding management team, uh, at the end of ’06...

Griffeth: Okay.

Hicks:...and, these guys are the key.

Caruso-Cabrera: Why do you think they chose to do their deal with you instead of going public through a traditional IPO?

Hicks: Well, probably for several reasons. Number one, I, I’ve known the Blackstone guys for over twenty years. We’ve had a long working relationship. I think, uh, we were able to convince him that taking half their money off now in cash and leaving the other half in as a partner with us—and essentially going public through the SPAC—would be a better long-term way for them to make money.

Griffeth: I know we pay lip-service to being green, and we’re not supposed to use that kind of packaging right now, but we still do. Do you think that really is a growth area, still?

Hicks: Well, plastic is the most green of all the containers. Uh, most of these products are recyclable, and, uh, more and more are. And, uh, uh, that’s one of the advantages of ‘em.

Griffeth: And, and do you think that is a reason that this is a good growth company, that green, uh, you know—all of Al Gore’s, uh, pounding the table about going green?

Hicks: Well, you know, it’s, it’s just gonna grow with, uh, the inflation in the branded foods and, uh, beverage and other products. But, the real growth—right now, seventy-five percent of their business is, is in the United States, and only twenty-five percent, uh, global...

Griffeth: Mm-hmm.

Hicks:...and that’ll change—more global over the next five years.

Caruso-Cabrera: One of the key aspects of a SPAC is that the people who invested with you originally get to vote on whether or not they like this deal. We’ve seen some other SPACs voted down. How confident are you that this is gonna go through? Or, what kind of salesmanship are you doin’ with your investors right now?

Hicks: Well, as you know, a lot of SPACs historically have been kinda small—in small deals. And, uh, this is, to—in my opinion, this is the first real, legitimate big industrial company ever done by a SPAC. And, uh, I think it’s by far the best quality deal done with a SPAC so far. And, I think the, the public investors really have a chance to do a public IPO with, uh, Hicks and Blackstone.

Caruso-Cabrera: No chance—go, uh—no cha—you don’t think you’re gonna have any issue with people voting on this? Or, or voting negatively?

Hicks: Well, I’m not, uh, being, uh, Pollyannaish about it—it’s always a hard job to tell your story. We know we have the next ninety days; we’ll be out there telling our story.

Griffeth: Before you go, I would be remiss if I don’t get your view of the big picture right now.

Caruso-Cabrera: Yeah.

Griffeth: Where in the world are we going here? Oil’s going up, stock market’s going down. What, what’s your view of the world right now, Tom?

Hicks: Well, I was interested in the section—uh, the segment you had just before I came on, about the banks. Because, I think a lot of it is dependent on the banks. Right now, there is no credit, uh, to speak of. The, the big LBOs are gone; you can do smaller deals, the club deals. Uh, but they’re the, they’re the lubrication that gets everything going.

So, uh, the companies I’m involved with are all doing very well. Uh, we didn’t have a housing bubble in Texas. We didn’t have, have—the housing bubble was pretty much isolated to the West Coast, East Coast, South, Florida, Las Vegas. So, people out in the Midwest, uh, the rest of the country—our houses never went up that much to be going down. So, uh, we’ve gotta get the banks healthy, and, and that’s the key.

Caruso-Cabrera: Did you look ate any financial companies when you were looking at various companies that you could buy?

Hicks: No. We looked at over a hundred deals, but no banks.

Griffeth: How much is oil gonna go up?

Hicks: Say again?

Griffeth: How high do you think oil’s gonna go?

Hicks: Oh, I think—uh, over what time frame? I mean, uh, I’m good friends with Boone Pickens, I’ve heard him on your show, and, uh...

Griffeth: Yeah, but don’t give me Boone’s line. What’s Tom Hicks’ line on oil right now, do you think?

Hicks: You know, we, we have, we have more demand than we have supply. But, I think in the short-term, we’ve clearly have some bubble, bubble aspects that I, I personally think’ll go back down when the dollar gets stronger.

Griffeth: Okay. Always good to see you, Tom. Thanks.

Hicks: All right. Thank you.

Griffeth: Tom Hicks joining us today.

Caruso-Cabrera: That’s if the dollar gets stronger, these days.

Griffeth: If the dollar gets—that would be a key to it.

Caruso-Cabrera: You know? Yeah, it would be. He’s always so interesting to speak with.