eh1201302_13da1-graphic.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
Graphic Packaging Holding Company
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
388689 101
(CUSIP Number)
 
Raphael M. Russo, Esq.
Ariel J. Deckelbaum, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 18, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 2 of 10


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Old Town S.A. (f/k/a Exor Group S.A.)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Luxembourg
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0 Shares
8
SHARED VOTING POWER
 
24,045,696 Shares (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0 Shares
10
SHARED DISPOSITIVE POWER
 
24,045,696 Shares (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,045,696 Shares (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.98%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 3 of 10


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Giovanni Agnelli e C.   S.a.p.az.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Italy
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
24,045,696 Shares (see Item 5)
8
SHARED VOTING POWER
 
0 Shares
9
SOLE DISPOSITIVE POWER
 
24,045,696 Shares (see Item 5)
10
SHARED DISPOSITIVE POWER
 
0 Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,045,696 Shares (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.98%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 4 of 10

Item 1.  Security and Issuer
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on March 20, 2008, with respect to the common stock, par value $0.01 per share (“Issuer Common Stock”), of Graphic Packaging Holding Company, a Delaware corporation (“GPK” or the “Issuer”).  The address of the principal executive office of the Issuer is 814 Livingston Court, Marietta, Georgia  30067.
 
Item 2.  Identity and Background
 
This statement is being filed by: (i) Old Town S.A. (“Old Town”, formerly known as Exor Group S.A. or “EXOR”); and (ii) Giovanni Agnelli e C. S.a.p.az. (“GA”, and together with Old Town, the “Reporting Persons”).

There is no material change to the identity and background of Old Town.

GA’s principal  business and  principal  office is Via Nizza, 250, 10126, Turin, Italy.  GA is managed by, and therefore deemed to be controlled by, for purposes of the Exchange Act, members of the Agnelli family.

Attached as Schedule A hereto and incorporated by reference herein is a list of (i) all executive officers and directors of each Reporting Person which is a corporation, (ii) all general partners of each Reporting Person which is a partnership, (iii) all persons controlling any of the foregoing (to the extent not provided herein) and (iv) all executive officers and directors of any corporations ultimately in control of any of the foregoing.  Such Schedule A also sets forth the address, principal occupation or employment and, with respect to natural persons, citizenship of each person listed thereon.

During the past five years, none of the Reporting Persons (or, to the knowledge of the Reporting  Persons, any of the persons listed on Schedule A hereto) (i) has been convicted in any criminal  proceeding  (excluding  traffic violations or similar  misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative  body of competent jurisdiction and as a  result  of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
No material change.
 
Item 4.  Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended by adding the following at the end of Item 4 of the Schedule 13D:
 
“On December 12, 2012, the Issuer, Old Town and the other selling stockholders listed as party thereto (together with Old Town, the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters listed therein (the “Underwriters”), with respect to an offering of Issuer Common Stock by the Selling Stockholders, at a price to the public of $6.10 per share of Issuer Common Stock.  Pursuant to the Underwriting Agreement, on December 18, 2012, Old Town sold 2,422,417 shares of Issuer Common Stock and on December 20, 2012, Old Town sold an additional 363,363 shares of Issuer Common Stock pursuant to an over-allotment option.  Reference is made to the registration statement on Form S-3 filed by the Issuer with the Securities and Exchange Commission (Registration No. 333-176606).
 
Concurrently with the execution of the Underwriting Agreement, the Selling Stockholders agreed to a lock-up agreement with the Underwriters (the “Lock-up Agreement”).  Pursuant to the Lock-up Agreement, each Selling Stockholder agreed that, for a period of 90 days from the date of the Underwriting Agreement,  and subject to certain exceptions specified therein, it would not, directly or indirectly, (1) offer pledge, sell, contract to sell, sell

 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 5 of 10
 
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Issuer Common Stock or any securities convertible into or exchangeable or exercisable for shares of Issuer Common Stock, whether now owned or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power of disposition, or exercise any right with respect to the registration of any shares of Issuer Common Stock, under the Securities Act of 1933, as amended, or (2) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Issuer Common Stock, whether any such swap or transaction is to be settled by delivery of shares of Issuer Common Stock or other securities, in cash or otherwise.  As set forth in the Lock-up Agreement, the lock-up period may be extended beyond the 90-day period under certain circumstances.

On December 12, 2012, the Selling Stockholders entered into a Share Repurchase Agreement with the Issuer (the “Share Repurchase Agreement”) pursuant to which the Selling Stockholders agreed to sell an aggregate of 49,180,327 shares of Issuer Common Stock at a price of $6.10 per share of Issuer Common Stock to the Issuer (the “Share Repurchase Transaction”).  The Issuer agreed that all shares of Issuer Common Stock purchased by it in the Share Repurchase Transaction would be retired on the closing date of such transaction.  Pursuant to the Share Repurchase Agreement, Old Town sold 7,391,024 shares of Issuer Common Stock.

The foregoing description of the Underwriting Agreement, Lock-up Agreement and Share Repurchase Agreement do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the Underwriting Agreement (filed as Exhibit 2 hereto), Lock-up Agreement (Exhibit B-2 of the Underwriting Agreement filed as Exhibit 2 hereto) and Share Repurchase Agreement (filed as Exhibit 3 hereto).”

Item 5.  Interest in Securities of the Issuer
 
Item 5 of this Schedule 13D is hereby amended and replaced in its entirety as follows”

“(a) and (b)  The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

(i)     Following the closing of the transactions contemplated by the Underwriting Agreement and the Share Repurchase Agreement, Old Town is the direct beneficial owner of 24,045,696 shares of Issuer Common Stock representing approximately 6.98% of Issuer Common Stock, based on 393,708,623 share of Issuer Common Stock outstanding as of the close of the business day on November 30, 2012 and giving effect to the Share Repurchase Transaction, resulting in 344,528,296 shares of Issuer Common Stock outstanding.  Because of its deemed control of Old Town, GA may be deemed to beneficially own all of the Issuer Common Stock owned of record by Old Town.
 
(ii)    By virtue of the Stockholders Agreement and the Registration Rights Agreement, the Covered Stockholders may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.  As members of the group, each of the Covered Stockholders may be deemed to beneficially own the Issuer Common Stock beneficially owned by the members of the group as a whole.  If deemed a group, the Reporting Persons together with the other Covered Stockholders may be deemed to beneficially own, in the aggregate, 233,822,281 shares of Issuer Common Stock, representing approximately 67.87% of the Issuer Common Stock, based on 393,708,623 share of Issuer Common Stock outstanding as of the close of the business day on November 30, 2012 and giving effect to the Share Repurchase Transaction, resulting in 344,528,296 shares of Issuer Common Stock outstanding. Each of the Reporting Persons expressly disclaims beneficial ownership of those shares of Issuer Common Stock held by any other member of the group.

               (iii)    Neither the filing of this Schedule 13D nor any of its contents shall be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of Issuer Common Stock other than those which they acquired pursuant to the transactions described herein.

(iv)     Except as described in subsections (i)-(iii), no other person is a beneficial owner of the Issuer Common Stock in which Old Town has direct beneficial ownership.

 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 6 of 10


(c)  Except pursuant to the transactions contemplated by the Underwriting Agreement and the Share Repurchase Agreement, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has engaged in any transaction during the past 60 days in, any shares of Issuer Common Stock.
 
(d)      To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
 
(e)      Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended by adding the following as the last paragraph thereof (which modifies and supersedes any related prior disclosure):
 
“See “Item 4.  Purpose of Transaction” above for a description of the Underwriting Agreement, Lock-up Agreement and Share Repurchase Agreement.”
 
Item 7.  Material to be Filed as Exhibits
 
Exhibit Number
 
Description of Exhibits
 
1.
Joint Filing Agreement, dated as of December 20, 2012, by and among the Reporting Persons
2.
Underwriting Agreement, dated December 12, 2012, among the Issuer, the Selling Stockholders and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2012).
3.
Share Repurchase Agreement, dated December 12, 2012, among the Issuer and the Selling Stockholders (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2012).
 
 
 
 

 
 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 7 of 10

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
 
 
OLD TOWN S.A.
 
  
       
 
By:
/s/ Enrico Vellano  
    Name: Enrico Vellano  
    Title:   Director  
       
 
 
 
GIOVANNI AGNELLI  E  C.  S.A.P.AZ
 
  
       
 
By:
/s/ John Elkann  
    Name: John Elkann   
    Title:   Chairman  
       

 
 
Dated: December 20, 2012
 
 
 

 
 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 8 of 10
 
INDEX TO EXHIBITS
 
 
Exhibit Number
 
Description of Exhibits
 
2.
Underwriting Agreement, dated December 12, 2012, among the Issuer, the Selling Stockholders and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2012).
3.
Share Repurchase Agreement, dated December 12, 2012, among the Issuer and the Selling Stockholders (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2012).
 
 
 
 
 
 

 
 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 9 of 10

SCHEDULE A
                 
NAME
  
ADDRESS
  
POSITION HELD
WITH GA AND/OR
EXOR
  
PRESENT PRINCIPAL  
OCCUPATION OR
EMPLOYMENT
  
CITIZENSHIP
                 
John Philip Elkann
  
Via Nizza
250, 10126
Turin, Italy
  
Chairman and General Partner of GA
  
Chairman and CEO of EXOR,
Chairman of Fiat and Editrice
La Stampa, Director of Fiat
Industrial, Gruppo Banca
Leonardo, The Economist
Group and SGS S.A.
  
Italy
                 
Enrico Vellanco
  
Via Nizza
250, 10126
Turin, Italy
  
Director of Old Town
  
CFO of EXOR, Director of
EXOR S.A, Almacantar and
Juventus
  
Italy
                 
Tiberto Brandolini d'Adda
  
22-24 Blvd.
Royal
L-2449 Luxembourg
  
General Partner of GA
  
Vice Chairman of EXOR, Chairman of Sequana and EXOR S.A., Director of Fiat S.p.A., SGS S.A. and YAFA S.p.A.
  
Italy
                 
Gianluigi Gabetti
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
  
Honorary Chairman of EXOR
  
Italy
                 
Alessandro Nasi
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
  
Vice Chairman of EXOR, Chairman of New Holland Kobelco, Director of Kobelco Construction Machinery and C&W Group
  
Italy
                 
Andrea Agnelli
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
  
Director of EXOR S.p.A., Fiat and Vita Societa Editoriale S.p.A.
  
Italy
                 
Mara Sole Agnelli
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
      
Italy
                 
Luca Ferrero
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
      
Italy
 
 
 
 
 
CUSIP No. 388689 101
 
 SCHEDULE 13D
Page 10 of 10

NAME   ADDRESS   POSITION HELD
WITH GA AND/OR
EXOR
   PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT
   CITIZENSHIP
                 
Gianluca Ferrero
  
Via Nizza
250, 10126
Turin, Italy
  
General Partner of GA
      
Italy
                 
Jacques Loesch
  
35, avenue J-F. Kennedy,
L-1855 Luxembourg
  
Chairman of Old Town
  
Chairman of Old Town
  
Luxembourg
                 
Pierre Martinet
  
3, rue Saint-Leger, 1205 Geneve, Switzerland
  
CEO of Old Town
  
CEO of Old Town, Director of
Sequana Capital
  
France