ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 6, 2009, Graphic Packaging Holding Company (the "Company") received
a notice from NYSE Regulation, Inc. that the Company did not satisfy the New
York Stock Exchange's standard for continued listing relating to average minimum
closing share price because the average closing price of its shares of common
stock over a 30 consecutive trading day period was less than $1.00 per share.
Under the applicable rules and regulations of the New York Stock Exchange (the
"NYSE"), the Company must (i) notify NYSE Regulation within 10 business days
from the receipt of the notification of its intent to cure the deficiency, and
(ii) bring its share price and average share price back above $1.00 by six
months following receipt of the notification. The Company will timely provide
NYSE Regulation with the required notice of its intent to cure the deficiency
and intends to take necessary and appropriate actions in order to bring the
Company into compliance with the continued listing standard.
As also required under NYSE rules, the Company issued a press release on
February 11, 2009 announcing that it had received the notice of non-compliance,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
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