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| RKT > SEC Filings for RKT > Form 8-K on 8-Feb-2013 | All Recent SEC Filings |
8-Feb-2013
Other Events, Financial Statements and Exhibits
On February 22, 2012, Rock-Tenn Company ("RockTenn") completed a private placement of $350,000,000 aggregate principal amount of its 4.450% Senior Notes due 2019 and $400,000,000 aggregate principal amount of its 4.900% Senior Notes due 2022 and on September 11, 2012, RockTenn completed a private placement of $350,000,000 aggregate principal amount of its 3.500% Senior Notes due 2020 and $350,000,000 aggregate principal amount of its 4.000% Senior Notes due 2023 (collectively, the "Original Notes"). The Original Notes are fully and unconditionally guaranteed on a joint and several basis by certain of RockTenn's 100% owned domestic subsidiaries (the "Guarantors"). In connection with each of the private placements, RockTenn and the Guarantors entered into a registration rights agreement with the initial purchasers in which RockTenn agreed, among other things, to file a registration statement covering an offer to exchange the Original Notes for a new issue of exchange notes registered under the Securities Act of 1933 with substantially identical terms.
RockTenn intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC") and is filing this Current Report on Form 8-K to provide supplemental guarantor financial information pursuant to Rule 3-10(f) of Regulation S-X. RockTenn is disclosing condensed consolidating financial information of the Guarantors in a new footnote to certain of its previously issued financial statements. RockTenn is updating the historical financial statements contained in its Annual Report on Form 10-K for the year ended September 30, 2012 (the "Form 10-K") to include Note 20 in the Notes to Consolidated Financial Statements for the periods disclosed therein. These updated historical financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K is being filed only for the purposes described herein. All other information in the RockTenn Form 10-K remains unchanged. This Current Report on Form 8-K does not modify or update the disclosures in the Form 10-K, nor does it reflect any subsequent information or events, other than the inclusion of the supplemental guarantor financial information.
(d) Exhibits.
23 Consent of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
99.1 Consolidated Financial Statements of Rock-Tenn Company and
subsidiaries and Notes thereto for the year ended September
30, 2012, as supplemented on February 8, 2013 by the inclusion
of Note 20.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema.
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF XBRL Taxonomy Definition Label Linkbase.
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.
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