UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 3, 2008
Packaging Corporation of America
(Exact name of registrant as specified in its charter)
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| Delaware
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1-15399
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36-4277050 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
1900 West Field Court, Lake Forest, Illinois 60045
(Address of Principal Executive Offices, including Zip Code)
(847) 482-3000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR
240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4 (c))
TABLE OF CONTENTS
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 3, 2008, PCA’s board of directors approved amendments to Article II, Section 12
and Article III, Section 8(b) of PCA’s amended and restated by-laws. The amendments require
additional information to be included in a stockholder’s notice to the company with respect to a
nomination for election to the board or a stockholder proposal of business at an annual meeting of
stockholders.
PCA’s Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and incorporated by
reference herein.
Item 7.01. Regulation FD Disclosure
The following information, including the exhibit described below, shall not be deemed “filed”
hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
On December 4, 2008, PCA issued a press release, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(D) Exhibits
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3.1 |
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Amended and Restated By-laws dated December 3, 2008 |
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99.1 |
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Press Release dated December 4, 2008. |