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As filed with the Securities and Exchange Commission on July 24, 2003

Registration No. 333-104928

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RIVERWOOD HOLDING, INC.
(Exact name of registrant as specified in its charter)

Delaware   2631   58-2205241
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

814 Livingston Court
Marietta, Georgia 30067
(770) 644-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Edward W. Stroetz, Jr., Esq.
Secretary
Riverwood Holding, Inc.
814 Livingston Court
Marietta, Georgia 30067
(770) 644-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Paul S. Bird, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
(212) 909-6000		 Jill B.W. Sisson, Esq.
General Counsel and Secretary
Graphic Packaging International Corporation
4455 Table Mountain Drive
Golden, Colorado 80403
(303) 215-4600		 W. Dean Salter, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective and the satisfaction or waiver of all other conditions to the merger of Graphic Packaging International Corporation, or Graphic, with and into a wholly owned subsidiary of the registrant pursuant to the Agreement and Plan of Merger, dated as of March 25, 2003, as amended, or the merger agreement, attached as Annex A to the proxy statement/prospectus forming part of this registration statement.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


EXPLANATORY NOTE

       

        This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-104928) includes supplemental information which will be mailed to the stockholders of Graphic Packaging International Corporation on or about July 24, 2003.

i


RIVERWOOD HOLDING, INC.
GRAPHIC PACKAGING INTERNATIONAL CORPORATION

SUPPLEMENT DATED JULY 24, 2003
TO PROXY STATEMENT/PROSPECTUS DATED JULY 17, 2003

        Riverwood Holding, Inc and Graphic Packaging International Corporation wish to supplement information contained in the proxy statement/prospectus, dated July 17, 2003, mailed to the stockholders of Graphic Packaging International Corporation on or about July 18, 2003, in connection with the special meeting to be held August 7, 2003, as follows (all terms not defined herein having the meanings set forth in the proxy statement/prospectus):

A. Recent Operating Results of Riverwood

        Riverwood had net sales of $338.6 million in the second quarter of 2003, an increase of 1.2% compared to $334.4 million in the prior-year period, resulting primarily from the positive impact of foreign currency exchange rates. This increase was somewhat offset by lower pricing in North American beverage markets and lower volumes in Riverwood's international consumer products markets, both driven primarily by increased market competitiveness. Income from operations in the second quarter of 2003 of $29.2 million was down $11.1 million from income from operations in the second quarter of 2002 of $40.2 million. This decrease was due primarily to lower pricing in North American beverage markets as a result of increased beverage market competitiveness, lower-margin product mix in Riverwood's North American beverage markets, higher energy costs and higher non-cash pension costs due to unfavorable market conditions and recently renewed union contracts. These decreases were somewhat offset by worldwide cost reductions.

Coated Board

        Riverwood's total coated board net sales were $319.1 million in the second quarter of 2003, an increase of 1.1% from $315.8 million for the prior-year-period. This improvement was primarily due to the positive impact of foreign currency exchange rates. This increase was somewhat offset by lower pricing in the North American beverage markets and lower volumes in Riverwood's international consumer products market, both primarily as a result of increased market competitiveness. Income from operations in the coated board segment decreased by $7.8 million, or 15.4%, to $43.1 million in the second quarter of 2003 from $51.0 million in the second quarter of 2002 due primarily to lower pricing in North American beverage markets, lower-margin product mix in Riverwood's North American beverage markets, higher energy costs and higher non-cash pension costs, somewhat offset by higher net sales and worldwide cost reductions.

Containerboard

        Riverwood's containerboard net sales were $19.5 million in the second quarter of 2003, up from $18.7 million for the same period a year ago primarily as a result of higher linerboard volumes offset by lower medium volumes and pricing due to a slight downturn in medium markets. Income from operations in the containerboard segment decreased by $1.5 million, or 31.0%, to a loss of $6.4 million in the second quarter of 2003 from a loss of $4.9 million in the second quarter of 2002 due principally to lower medium pricing as a result of a slight downturn in medium market conditions.

1


Credit Agreement EBITDA

        Credit Agreement EBITDA for the second quarter of 2003 was $67.2 million in the second quarter of 2003 compared to $78.5 million in the prior-year period.

 
   Three Months
Ended
June 30,
2003
(unaudited)
   Three Months
Ended
June 30,
2002
(unaudited)
  
Net (Loss)   $ (6,413 ) $ (9,685 )
Income Tax Expense     2,398     998  
Interest Expense, Net     33,711     37,756  
Depreciation and Amortization     30,868     32,585  
Equity in Net Earnings of Affiliates     (503 )   (332 )
Other non-cash charges (A)     6,426     5,685  
Dividends from equity investments     664     11,509  
   
 
 
Credit Agreement EBITDA (B)   $ 67,151   $ 78,516  
   
 
 
(A)
Other non-cash charges include non-cash charges for pension, postretirement and postemployment benefits, and amortization of premiums on hedging contracts deducted in determining net income.

(B)
Credit Agreement EBITDA is calculated in accordance with the definitions contained in Riverwood's existing senior secured credit agreement. Credit Agreement EBITDA is defined as consolidated net income (exclusive of non-cash charges resulting from purchase accounting during the periods subsequent to the March 1996 merger) before consolidated interest expense, consolidated income taxes, consolidated depreciation and amortization, and other non-cash charges deducted in determining consolidated net income, extraordinary items and the cumulative effect of accounting changes and earnings of, but including dividends from, non-controlled affiliates.

        Credit Agreement EBITDA as presented above is a financial measure that is used in Riverwood's existing senior secured credit agreement. Credit Agreement EBITDA is not a defined term under accounting principles generally accepted in the United States and should not be considered as an alternative to income from operations or net income as a measure of operating results or cash flows as a measure of liquidity. Credit Agreement EBITDA differs from the term "EBITDA" (earnings before interest expense, income tax expense, and depreciation and amortization) as it is commonly used. In addition to adjusting net income to exclude interest expense, income tax expense, and depreciation and amortization, Credit Agreement EBITDA also adjusts net income by excluding certain other items and expenses, as specified above. Riverwood is required under its senior secured credit agreement to comply with a specified debt to Credit Agreement EBITDA leverage ratio and a specified Credit Agreement EBITDA to interest expense ratio for specified periods. The specific ratios are set out in the proxy statement/prospectus under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources." Borrowings under the senior secured credit agreement are a key source of Riverwood's liquidity. Riverwood's ability to borrow under the senior secured credit agreement is dependent on, among other things, its compliance with the financial ratio covenants referred to above. Failure to comply with these financial ratio covenants would result in a violation of the senior secured credit agreement and, absent a waiver or amendment from the lenders under such agreement, permit the acceleration of all outstanding borrowings under the senior secured credit agreement.

2


RIVERWOOD HOLDING, INC.

UNAUDITED RESULTS OF OPERATIONS
(in thousands of dollars)

 
   Three Months
Ended
June 30,
2003
   % Increase
(Decrease)
From Prior
Year
   Three Months
Ended
June 30,
2002
   Six Months
Ended
June 30,
2003
   % Increase
(Decrease)
From Prior
Year
   Six Months
Ended
June 30,
2002
  
Net Sales (Segment Data)                                  
  Coated Board   $ 319,130   1.1 % $ 315,753   $ 595,042   1.2 % $ 587,779  
  Containerboard     19,477   4.3     18,675     41,591   9.9     37,833  
   
     
 
     
 
Net Sales     338,607   1.2     334,428     636,633   1.8     625,612  
Cost of Sales     276,290   6.3     259,817     516,179   4.6     493,672  
   
     
 
     
 
Gross Profit     62,317   (16.5 )   74,611     120,454   (8.7 )   131,940  
Selling, General & Admin     30,832   (2.5 )   31,610     60,702   2.5     59,225  
Research & Development     1,903   66.1     1,146     3,370   36.9     2,461  
Other Expense (Income), Net     389   (75.9 )   1,609     2,266   N/A     (861 )
   
     
 
     
 
Income from Operations   $ 29,193   (27.5 ) $ 40,246   $ 54,116   (23.9 ) $ 71,115  
   
     
 
     
 
Income from Operations (Segment Data)                                  
  Coated Board   $ 43,132   (15.4 )% $ 50,957   $ 82,012   (13.8 )% $ 95,095  
  Containerboard     (6,404 ) (31.0 )   (4,888 )   (13,081 ) 0.6     (13,164 )
  Corporate and Eliminations     (7,535 ) (29.4 )   (5,823 )   (14,815 ) (37.0 )   (10,816 )
   
     
 
     
 
Income from Operations   $ 29,193   (27.5 ) $ 40,246   $ 54,116   (23.9 ) $ 71,115  
   
     
 
     
 
Margins by Segment                                  

Coated Board
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net Sales
 
$
319,130
 
1.1
%
$
315,753
 
$
595,042
 
1.2
%
$
587,779
 
Cost of Sales     251,339   5.8     237,635     463,558   4.1     445,104  
   
     
 
     
 
Gross Profit   $ 67,791   (13.2 ) $ 78,118   $ 131,484   (7.8 ) $ 142,675  
   
     
 
     
 
Gross Profit Percentage     21.2 %       24.7 %   22.1 %       24.3 %
   
     
 
     
 
Containerboard                                  

Net Sales
 
$
19,477
 
4.3
%
$
18,675
 
$
41,591
 
9.9
%
$
37,833
 
Cost of Sales     24,951   12.5     22,182     52,621   8.3     48,568  
   
     
 
     
 
Gross Profit   $ (5,474 ) (56.1 ) $ (3,507 ) $ (11,030 ) (2.7 ) $ (10,735 )
   
     
 
     
 
Gross Profit Percentage     (28.1 )%       (18.8 )%   (26.5 )%       (28.4 )%
   
     
 
     
 
OTHER DATA                                  

Capital Expenditures
 
$
28,053
 
157.4
%
$
10,900
 
$
47,635
 
105.5
%
$
23,182
 
Depreciation and Amortization   $ 30,868   (5.3 ) $ 32,585   $ 62,029   (4.1 ) $ 64,688  
Interest Expense   $ 33,818   (11.9 ) $ 38,369   $ 67,798   (12.4 ) $ 77,429  

Shipments (in thousands of tons)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Coated Board                                  
    Carrierboard     186.8   (0.3 )%   187.4     339.2   (0.8 )%   342.1  
    Cartonboard     89.1   (6.3 )   95.1     179.1   (2.8 )   184.2  
  White Lined Chip Board     38.7   (0.3 )   38.8     81.7   4.6     78.1  
  Containerboard     57.3   3.2     55.5     122.4   8.3     113.0  
    Other     2.3   (53.1 )   4.9     5.9   (48.2 )   11.4  
   
     
 
     
 
Total Shipments     374.2   (2.0 )   381.7     728.3   (0.1 )   728.8  
   
     
 
     
 
Net (Loss)   $ (6,413 ) 33.8 % $ (9,685 ) $ (16,179 ) 7.0 % $ (17,402 )
   
     
 
     
 

3

B. Recent Operating Results of Graphic

        Graphic reported a net loss attributable to common shareholders of $0.8 million ($0.02 per diluted share) for the second quarter of 2003, compared to net income of $0.3 million ($0.01 per diluted share) for the same period of 2002. The net loss attributable to common shareholders for the six months ended June 30, 2003 was $3.3 million ($0.10 per diluted share) compared to a net loss attributable to common shareholders of $186.8 million ($5.76 per diluted share) for the same period of 2002.

        The reported results include merger and acquisition transaction costs, net of tax, of $0.8 million ($0.02 per diluted share) for the second quarter and $2.4 million ($0.07 per diluted share) for the first six months of 2003. Results for the first six months of 2002 include a loss on the early extinguishment of debt of $9.6 million ($0.30 per diluted share) net of tax, as well as a $180.0 million ($5.55 per diluted share) goodwill impairment charge net of tax, when Graphic adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets".

        Net sales for the second quarter of 2003 were $275.0 million, an increase of 5.4% from the previous quarter and 4.2% higher than the second quarter of 2002. Net sales were $260.9 million and $263.9 million for the first quarter of 2003 and second quarter of 2002, respectively. Net sales for the first six months of 2003 were $535.9 million compared to $527.6 million for the same period of 2002. The improvement in sales is attributed to stronger demand from the dry and frozen food sectors, the addition of new customer business, and sales from the March 2003 acquisition of the assets of J.D. Cahill Co., Inc.

        Market prices for several grades of paperboard increased during the second quarter, including coated recycled paperboard that increased $40 per ton, from $625 per ton in March to $665 per ton in June. Graphic, in most cases, has the opportunity to pass market-related paperboard price changes through to its customers, although the full effect of such adjustments typically lag the market price change by several months.

        Gross margin of 11.8% for the second quarter of 2003 was an improvement from 11.0% during the first quarter of the year, but down from 12.5% during the second quarter of 2002. Fiber costs due to market price fluctuation had a negative impact on operating earnings of $0.5 million compared to the first quarter of 2003 and $1.6 million compared to the second quarter of 2002. Energy costs due to market price fluctuation at the Kalamazoo mill were favorable by $0.4 million compared to the first quarter, but $0.4 million unfavorable compared to the second quarter of last year.

        Selling, general and administrative expenses of $18.5 million, excluding expenses related to merger and acquisition transactions, increased by $1.8 million from the first quarter. The quarter-on-quarter increase relates to additional overhead expenses from the acquired J.D. Cahill business, additional legal expenses associated with litigation and patent activity, increased marketing efforts, and other general administrative spending. Increases from the previous year, in addition to those listed above, include additional depreciation and other expenses related to Graphic's information systems that had been placed in service during 2002 as well as changes in benefit plan expenses.

        Interest expense was higher during the second quarter of 2003 compared to the previous quarter due to higher average daily debt balances as a result of the acquisition of the J.D. Cahill Co., Inc. assets, partially offset by slightly lower interest rates. Interest expense was significantly lower than the second quarter of 2002 due to lower interest rates, lower borrowings, and the absence of unfavorable interest rate swap agreements that were in place during most of 2002.

        Working capital was reduced by $6.1 million compared to the balances at the end of the first quarter of 2003, and $2.7 million compared to balances at the end of 2002. Net debt, defined as total debt less cash, decreased $14.2 million during the second quarter, from $482.4 million to $468.2 million. Capital spending was $9.4 million for the second quarter and $14.0 million for the first six months of 2003, excluding the purchase of the assets of J.D. Cahill Co., Inc. for $18.1 million during the first quarter of 2003.

4


GRAPHIC PACKAGING INTERNATIONAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)

 
   Three months ended
   Six months ended
  
 
   June 30,
2003
   March 31,
2003
   June 30,
2002
   June 30,
2003
   June 30,
2002
  
Net sales   $ 274,994   $ 260,883   $ 263,917   $ 535,877   $ 527,641  
Cost of goods sold     242,527     232,174     231,022     474,701     460,454  
   
 
 
 
 
 
Gross profit     32,467     28,709     32,895     61,176     67,187  

Selling, general and administrative expense
 
 
18,483
 
 
16,668
 
 
15,808
 
 
35,151
 
 
30,695
 
Merger and acquisition transaction costs     1,331     2,698     —     4,029     —  
   
 
 
 
 
 
Operating income     12,653     9,343     17,087     21,996     36,492  

Interest expense
 
 
(9,697
)
 
(9,416
)
 
(12,453
)
 
(19,113
)
 
(23,749
)
Loss on early extinguishment of debt     —     —     —     —     (15,766 )
   
 
 
 
 
 
Income (loss) before income taxes and cumulative effect of change in accounting principle     2,956     (73 )   4,634     2,883     (3,023 )
Income tax (expense) benefit     (1,212 )   30     (1,808 )   (1,182 )   1,178  
   
 
 
 
 
 
Income (loss) before cumulative effect of change in accounting principle     1,744     (43 )   2,826     1,701     (1,845 )
Cumulative effect of change in goodwill accounting, net of tax of $0     —     —     —     —     (180,000 )
   
 
 
 
 
 
Net income (loss)     1,744     (43 )   2,826     1,701     (181,845 )

Preferred stock dividends declared
 
 
(2,500
)
 
(2,500
)
 
(2,500
)
 
(5,000
)
 
(5,000
)
   
 
 
 
 
 
Net income (loss) attributable to common shareholders   $ (756 ) $ (2,543 ) $ 326   $ (3,299 ) $ (186,845 )
   
 
 
 
 
 
Net income (loss) attributable to common shareholders per basic and diluted share:                                

Before cumulative change in accounting principle
 
$
(0.02
)
$
(0.08
)
$
0.01
 
$
(0.10
)
$
(0.21
)

Cumulative effect of change in goodwill accounting
 
 
—
 
 
—
 
 
—
 
 
—
 
 
(5.55
)
   
 
 
 
 
 
    $ (0.02 ) $ (0.08 ) $ 0.01   $ (0.10 ) $ (5.76 )
   
 
 
 
 
 
Weighted average shares outstanding—basic     33,709     33,574     32,567     33,648     32,456  
   
 
 
 
 
 
Weighted average shares outstanding—diluted     33,709     33,574     34,093     33,648     32,456  
   
 
 
 
 
 

5


GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)

 
   June 30,
2003
   December 31,
2002
 
   (unaudited)

    
ASSETS            
 
Cash and cash equivalents
 
$
6,959
 
$
28,626
  Accounts receivable     76,899     63,546
  Inventories     100,371     87,243
  Other assets     22,589     21,686
   
 
    Total current assets     206,818     201,101

Properties, net
 
 
399,248
 
 
410,592
Goodwill, net     391,803     379,696
Other assets     28,099     29,477
   
 
Total assets   $ 1,025,968   $ 1,020,866
   
 

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 

Current maturities of long-term debt
 
$
3,626
 
$
3,432
Accounts payable     93,673     82,106
Other current liabilities     66,076     69,451
   
 
    Total current liabilities     163,375     154,989

Long-term debt
 
 
471,512
 
 
474,899
Other long-term liabilities     85,980     83,940
   
 
Total liabilities     720,867     713,828
Shareholders' equity     305,101     307,038
   
 
Total liabilities and shareholders' equity   $ 1,025,968   $ 1,020,866
   
 

6


GRAPHIC PACKAGING INTERNATIONAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

 
   Three months ended
   Six months ended
  
 
   June 30,
2003
   March 31,
2003
   June 30,
2002
   June 30,
2003
   June 30,
2002
  
Cash flows from operating activities:                                
Net income (loss)   $ 1,744   $ (43 ) $ 2,826   $ 1,701   $ (181,845 )
Adjustments to reconcile net income to net cash provided by operating activities:                                
  Goodwill impairment charge     —     —     —     —     180,000  
  Loss on early extinguishment of debt     —     —     —     —     15,766  
  Depreciation     15,776     15,425     15,487     31,201     30,716  
  Amortization of debt issuance costs     582     570     577     1,152     1,945  
  Change in current assets and current liabilities and other     8,024     (23,605 )   6,844     (15,581 )   (6,183 )
   
 
 
 
 
 
Net cash provided by (used in) operating activities     26,126     (7,653 )   25,734     18,473     40,399  
   
 
 
 
 
 
Cash flows from investing activities:                                
  Capital expenditures     (9,416 )   (4,540 )   (8,254 )   (13,956 )   (15,454 )
  Acquisition of J.D. Cahill Co. assets     —     (18,088 )   —     (18,088 )   —  
   
 
 
 
 
 
Net cash used in investing activities     (9,416 )   (22,628 )   (8,254 )   (32,044 )   (15,454 )
   
 
 
 
 
 
Cash flows provided by (used in) financing activities     (14,779 )   6,683     (17,770 )   (8,096 )   (26,729 )
   
 
 
 
 
 
Cash and cash equivalents:                                
  Net increase (decrease) in cash and cash equivalents     1,931     (23,598 )   (290 )   (21,667 )   (1,784 )
  Balance at beginning of period     5,028     28,626     5,272     28,626     6,766  
   
 
 
 
 
 
  Balance at end of period   $ 6,959   $ 5,028   $ 4,982   $ 6,959   $ 4,982  
   
 
 
 
 
 

7


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees)), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        The combined company's certificate of incorporation provides for the indemnification of directors, officers and employees to the fullest extent permitted by the DGCL. In addition, as permitted by the DGCL, the certificate of incorporation provides that the combined company's directors shall have no personal liability to the combined company or its stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any breach of the director's duty of loyalty to the combined company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which a director derived an improper personal benefit.

        The combined company's by-laws provide for the indemnification of all current and former directors and all current or former officers to the fullest extent permitted by the DGCL.

        The combined company will enter into indemnification agreements with its directors and executive officers and intends to enter into indemnification agreements with any new directors and executive officers in the future.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

        (a) Exhibits.

        The following exhibits are included as exhibits to this Registration Statement. Those exhibits below incorporated by reference herein are indicated as such by the information supplied after this exhibit. If no such information appears after an exhibit, such exhibit is filed herewith unless otherwise indicated.

Exhibit Number
   Description
2.1   Agreement and Plan of Merger, dated as of March 25, 2003, among Riverwood Holding, Inc., Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation. Attached as Annex A to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.2
 
Amendment No. 1 to Agreement and Plan of Merger, dated as of July 11, 2003, among Riverwood Holding, Inc., Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation. Attached as Annex A to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.3
 
Voting Agreement, dated as of March 25, 2003, between Riverwood Holding, Inc. and the persons listed on the signature pages thereof. Attached as Annex B to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.4
 
Amendment No. 1 to Voting Agreement, dated as of July 11, 2003, between Riverwood Holding, Inc. and the persons listed on the signature pages thereof. Attached as Annex B to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

3.1
 
Form of Restated Certificate of Incorporation of Riverwood Holding, Inc.†

3.2
 
Form of Amended and Restated By-Laws of Riverwood Holding, Inc.†

4.1
 
Form of Certificate for the Common Stock, par value $0.01 per share.†

4.2
 
Form of Rights Agreement between Riverwood Holding, Inc. and Wells Fargo Bank Minnesota, N.A.†

4.3
 
Amended and Restated Credit Agreement, dated as of August 10, 2001, among Riverwood International Corporation, the several banks and other financial institutions from time to time parties thereto, Deutsche Banc Alex Brown, Inc., as syndication agent, and Chase Manhattan Bank, as administrative agent. Filed as Exhibit 4.4 to Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed August 14, 2001 (Commission File No. 1-11113), and incorporated herein by reference.

4.4
 
Amendment No. 1 and Waiver, dated as of April 23, 2002, among Riverwood International Corporation, the several banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, as administrative agent.†

4.5
 
Indenture, dated March 27, 1996, among RIC Holding, Inc., Riverwood Holding, Inc., CDRO Acquisition Corporation and Fleet National Bank of Connecticut, as trustee, relating to the 101/4% Senior Notes due 2006 of Riverwood International Corporation, together with the First Supplemental Indenture and the Second Supplemental Indenture thereto. Filed as Exhibit 4.6 to RIC Holding, Inc.'s Annual Report on Form 10-K filed April 16, 1996 (Commission File No. 1-11113), and incorporated herein by reference.
     

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4.6
 
Indenture, dated March 27, 1996, among RIC Holding, Inc., Riverwood Holding, Inc., CDRO Acquisition Corporation and Fleet National Bank of Massachusetts, as trustee, relating to the 107/8% Senior Subordinated Notes due 2008 of Riverwood International Corporation, together with the First Supplemental Indenture and the Second Supplemental Indenture thereto. Filed as Exhibit 4.7 to RIC Holding, Inc.'s Annual Report on Form 10-K filed April 16, 1996 (Commission File No. 1-11113), and incorporated herein by reference.

4.7
 
Indenture, dated as of July 28, 1997, among Riverwood International Corporation, RIC Holding, Inc., Riverwood Holding, Inc. and State Street Bank and Trust Company, as trustee, relating to the 105/8% Senior Notes due 2007 of Riverwood International Corporation. Filed as Exhibit 4.1 to the Registration Statement on Form S-4 (Registration No. 333-33499) of Riverwood International Corporation, Riverwood Holding, Inc. and RIC Holding, Inc. under the Securities Act of 1933, as amended, and incorporated herein by reference.

4.8
 
Indenture, dated June 21, 2001, among Riverwood International Corporation, RIC Holding Inc., Riverwood Holding, Inc. and State Street Bank and Trust Company, as trustee, relating to the 105/8% Senior Notes due 2007 of Riverwood International Corporation. Filed as Exhibit 4.1 to the Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed August 14, 2001 (Commission File No. 1-11113), and incorporated herein by reference.

5.1
 
Opinion of Debevoise & Plimpton.†

8.1
 
Tax Opinion of Holme Roberts & Owen LLP.†

10.1
 
Amended and Restated Registration Rights Agreement, dated as of March 25, 2003, among Riverwood Holding, Inc. the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership, EXOR Group S.A., and the Other Riverwood Stockholders named therein.†

10.2
 
Stockholders Agreement, dated as of March 25, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.3
 
Amendment No. 1 to Stockholders Agreement, dated as of April 29, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.4
 
Amendment No. 2 to Stockholders Agreement, dated as of June 12, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.5
 
Transfer Restrictions and Observation Rights Agreement, dated as of March 25, 2003, among Riverwood Holding, Inc. and the Other Riverwood Stockholders named therein.†

10.6
 
Wood Products Supply Agreement, dated as of October 18, 1996, between Plum Creek Timber Company, L.P. and Riverwood International Corporation, including annexes. Filed as Exhibit 10.1 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.
     

II-3


10.7
 
Form of Investor Stock Subscription Agreement, between Riverwood Holding, Inc. (formerly named New River Holding, Inc.) and each of the investors named on the schedule thereto. Filed as Exhibit 10.6 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.8
 
Form of Management Stock Subscription Agreement between New River Holding, Inc. (renamed Riverwood Holding, Inc.) and the purchasers named therein. Filed as Exhibit 10.4 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.9
 
Form of Management Stock Option Agreement between New River Holding, Inc. (renamed Riverwood Holding, Inc.) and the grantees named therein. Filed as Exhibit 10.5 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.10
 
Riverwood Holding, Inc. Stock Incentive Plan. Filed as Exhibit 10.10 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.11
 
Indemnification Agreement, dated as of March 27, 1996, among Riverwood Holding, Inc., RIC Holding, Inc., Riverwood International Corporation, Clayton, Dubilier & Rice, Inc. and Clayton, Dubilier & Rice Fund V Limited Partnership.†

10.12
 
Consulting Agreement, dated as of March 27, 1996, among Riverwood Holding, Inc., RIC Holding, Inc., Riverwood International Corporation and Clayton, Dubilier & Rice, Inc.†

10.13
 
Management Stock Option Agreement, dated as of January 1, 2002, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.18 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.14
 
Management Stock Option Agreement, dated as of September 30, 2002, between Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.21 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.15
 
Form of Riverwood Holding, Inc. Supplemental Long-Term Incentive Plan. Filed as Exhibit 10.15 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.16
 
2003 Riverwood Holding, Inc. Long-Term Incentive Plan.†

10.17
 
2003 Riverwood Holding, Inc. Directors Stock Incentive Plan.†

10.18
 
Riverwood Holding, Inc. 2002 Stock Incentive Plan. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.
     

II-4


10.19
 
Agreement, dated as of November 18, 1999, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.18 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.20
 
Second Amended and Restated Employment Agreement, dated March 25, 2003, among Riverwood International Corporation, Riverwood Holding, Inc. and Stephen M. Humphrey.†

10.21
 
Amended and Restated Employment Agreement, dated as of January 1, 2002, among Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.10 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.22
 
Amendment No. 1, dated as of December 19, 2001, between Stephen M. Humphrey and Riverwood International Corporation, to the Promissory Note, dated November 18, 1999, by Stephen M. Humphrey. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 11, 2002 (Commission File No. 1-11113), and incorporated herein by reference.

10.23
 
Promissory Note, dated as of November 18, 1999, by Stephen M. Humphrey. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.24
 
Management Stock Option Agreement, dated as of March 31, 1997, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.2 to Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed May 9, 1997 (Commission File No. 1-11113), and incorporated herein by reference.

10.25
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and Jeffrey H. Coors.†

10.26
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and David Scheible.†

10.27
 
Employment Agreement, dated as of September 1, 1998, among Riverwood International Corporation, Riverwood Holding, Inc and Daniel J. Blount. Filed as Exhibit 10.16 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.28
 
Employment Agreement, dated as of November 1, 1998, among Riverwood International Corporation, Riverwood Holding, Inc. and Steven D. Saucier. Filed as Exhibit 10.17 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.29
 
Amendment to Employment Agreement, dated as of March 18, 2003, between Riverwood Holding, Inc. Riverwood International Corporation, and Steven D. Saucier. Filed as Exhibit 10.22 to Riverwood Holding Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113) and incorporated herein by reference.
     

II-5


10.30
 
Employment Agreement, dated as of May 1, 2001, among Riverwood International Corporation, Riverwood Holding, Inc. and Wayne E. Juby. Filed as Exhibit 10.20 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 11, 2002 (Commission File No. 1-11113), and incorporated herein by reference.

10.31
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and Donald W. Sturdivant.†

10.32
 
Employment Agreement, dated as of September 30, 2002, among Riverwood International Corporation, Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.20 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.33
 
Management Stock Option Agreement, dated as of September 30, 2002, between Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.22 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

16.1
 
Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated June 11, 2002. Filed as Exhibit 16.1 to Riverwood Holding, Inc.'s Current Report on Form 8-K filed June 12, 2002 (Commission File No. 1-11113), and incorporated herein by reference.

18.1
 
Letter Re: Change in Accounting Principles. Filed as Exhibit 10.23 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

21.1
 
List of subsidiaries. Filed as Exhibit 21 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

23.1
 
Consent of PricewaterhouseCoopers LLP (for Riverwood Holding, Inc.).

23.2
 
Consent of PricewaterhouseCoopers LLP (for Graphic Packaging International Corporation).

23.3
 
Consent of Deloitte & Touche LLP.†

23.4
 
Consent of Debevoise & Plimpton (included in Exhibit 5.1).†

23.5
 
Consent of Holme Roberts & Owen LLP (included in Exhibit 8.1).†

24.1
 
Power of Attorney (included on the signature page to this registration statement filed on May 2, 2003).†

99.1
 
Opinion of Credit Suisse First Boston LLC. Attached as Annex C to the proxy statement/prospectus which forms a part of this registration statement and incorporated herein by reference.

99.2
 
Opinion of Morgan Stanley & Co. Incorporated. Attached as Annex D to the proxy statement/prospectus which forms a part of this registration statement and incorporated herein by reference.

99.3
 
Form of proxy card.†
     

II-6


99.4
 
Consent of Credit Suisse First Boston LLC.†

99.5
 
Consent of Morgan Stanley & Co. Incorporated.†
†
Previously filed

        (b) Financial Statement Schedules.

ITEM 22. UNDERTAKINGS

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

        (5)   That every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be

II-7


deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (6)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (7)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (8)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marietta, State of Georgia, on July 24, 2003.

    RIVERWOOD HOLDING, INC.

 
 
By:
/s/  STEPHEN M. HUMPHREY      
NAME: STEPHEN M. HUMPHREY
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER

        Pursuant to the requirements of this Securities Act of 1933, this Post-Effective Amendment No. 1 to this registration statement has been signed on July 24, 2003 by the following persons in the capacities indicated.

*
B. Charles Ames		   Chairman of the Board of Directors    

/s/  STEPHEN M. HUMPHREY      
Stephen M. Humphrey
 
President, Chief Executive Officer and Director (Principal Executive Officer)
 
 

*
Daniel J. Blount
 
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
 
 

*
Kevin J. Conway
 
Director
 
 

*
Leon J. Hendrix, Jr.
 
Director
 
 

*
Hubbard C. Howe
 
Director
 
 

*
Alberto Cribiore
 
Director
 
 

*
Brian J. Richmand
 
Director
 
 

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*
Lawrence C. Tucker
 
Director
 
 

*
Samuel M. Mencoff
 
Director
 
 

*
John R. Miller
 
Director
 
 

*
G. Andrea Botta
 
Director
 
 

*
Gianluigi Gabetti
 
Director
 
 

*
Martin D. Walker
 
Director
 
 

*By:
 
/s/ EDWARD W. STROETZ, JR.
Edward W. Stroetz, Jr.
Attorney-In-Fact, pursuant to
Power of Attorney,
dated May 2, 2003
 
 
 
 

II-10


Exhibit Index

Exhibit Number
   Description
2.1   Agreement and Plan of Merger, dated as of March 25, 2003, among Riverwood Holding, Inc., Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation. Attached as Annex A to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.2
 
Amendment No. 1 to Agreement and Plan of Merger, dated as of July 11, 2003, among Riverwood Holding, Inc., Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation. Attached as Annex A to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.3
 
Voting Agreement, dated as of March 25, 2003, between Riverwood Holding, Inc. and the persons listed on the signature pages thereof. Attached as Annex B to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

2.4
 
Amendment No. 1 to Voting Agreement, dated as of July 11, 2003, between Riverwood Holding, Inc. and the persons listed on the signature pages thereof. Attached as Annex B to the proxy statement/prospectus which forms a part of this registration statement, and incorporated herein by reference.

3.1
 
Form of Restated Certificate of Incorporation of Riverwood Holding, Inc.†

3.2
 
Form of Amended and Restated By-Laws of Riverwood Holding, Inc.†

4.1
 
Form of Certificate for the Common Stock, par value $0.01 per share.†

4.2
 
Form of Rights Agreement between Riverwood Holding, Inc. and Wells Fargo Bank Minnesota, N.A.†

4.3
 
Amended and Restated Credit Agreement, dated as of August 10, 2001, among Riverwood International Corporation, the several banks and other financial institutions from time to time parties thereto, Deutsche Banc Alex Brown, Inc., as syndication agent, and Chase Manhattan Bank, as administrative agent. Filed as Exhibit 4.4 to Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed August 14, 2001 (Commission File No. 1-11113), and incorporated herein by reference.

4.4
 
Amendment No. 1 and Waiver, dated as of April 23, 2002, among Riverwood International Corporation, the several banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, as administrative agent.†

4.5
 
Indenture, dated March 27, 1996, among RIC Holding, Inc., Riverwood Holding, Inc., CDRO Acquisition Corporation and Fleet National Bank of Connecticut, as trustee, relating to the 101/4% Senior Notes due 2006 of Riverwood International Corporation, together with the First Supplemental Indenture and the Second Supplemental Indenture thereto. Filed as Exhibit 4.6 to RIC Holding, Inc.'s Annual Report on Form 10-K filed April 16, 1996 (Commission File No. 1-11113), and incorporated herein by reference.

4.6
 
Indenture, dated March 27, 1996, among RIC Holding, Inc., Riverwood Holding, Inc., CDRO Acquisition Corporation and Fleet National Bank of Massachusetts, as trustee, relating to the 107/8% Senior Subordinated Notes due 2008 of Riverwood International Corporation, together with the First Supplemental Indenture and the Second Supplemental Indenture thereto. Filed as Exhibit 4.7 to RIC Holding, Inc.'s Annual Report on Form 10-K filed April 16, 1996 (Commission File No. 1-11113), and incorporated herein by reference.
     

II-11


4.7
 
Indenture, dated as of July 28, 1997, among Riverwood International Corporation, RIC Holding, Inc., Riverwood Holding, Inc. and State Street Bank and Trust Company, as trustee, relating to the 105/8% Senior Notes due 2007 of Riverwood International Corporation. Filed as Exhibit 4.1 to the Registration Statement on Form S-4 (Registration No. 333-33499) of Riverwood International Corporation, Riverwood Holding, Inc. and RIC Holding, Inc. under the Securities Act of 1933, as amended, and incorporated herein by reference.

4.8
 
Indenture, dated June 21, 2001, among Riverwood International Corporation, RIC Holding Inc., Riverwood Holding, Inc. and State Street Bank and Trust Company, as trustee, relating to the 105/8% Senior Notes due 2007 of Riverwood International Corporation. Filed as Exhibit 4.1 to the Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed August 14, 2001 (Commission File No. 1-11113), and incorporated herein by reference.

5.1
 
Opinion of Debevoise & Plimpton.†

8.1
 
Tax Opinion of Holme Roberts & Owen LLP.†

10.1
 
Amended and Restated Registration Rights Agreement, dated as of March 25, 2003, among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership, EXOR Group S.A., and the Other Riverwood Stockholders named therein.†

10.2
 
Stockholders Agreement, dated as of March 25, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.3
 
Amendment No. 1 to Stockholders Agreement, dated as of April 29, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.4
 
Amendment No. 2 to Stockholders Agreement, dated as of June 12, 2003, by and among Riverwood Holding, Inc., the Family Stockholders named therein, Clayton Dubilier & Rice Fund V Limited Partnership and EXOR Group S.A.†

10.5
 
Transfer Restrictions and Observation Rights Agreement, dated as of March 25, 2003, among Riverwood Holding, Inc. and the Other Riverwood Stockholders named therein.†

10.6
 
Wood Products Supply Agreement, dated as of October 18, 1996, between Plum Creek Timber Company, L.P. and Riverwood International Corporation, including annexes. Filed as Exhibit 10.1 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.7
 
Form of Investor Stock Subscription Agreement, between Riverwood Holding, Inc. (formerly named New River Holding, Inc.) and each of the investors named on the schedule thereto. Filed as Exhibit 10.6 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.8
 
Form of Management Stock Subscription Agreement between New River Holding, Inc. (renamed Riverwood Holding, Inc.) and the purchasers named therein. Filed as Exhibit 10.4 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.
     

II-12


10.9
 
Form of Management Stock Option Agreement between New River Holding, Inc. (renamed Riverwood Holding, Inc.) and the grantees named therein. Filed as Exhibit 10.5 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.10
 
Riverwood Holding, Inc. Stock Incentive Plan. Filed as Exhibit 10.10 to Registration Statement on Form S-1 (Registration No. 33-80475) of New River Holding, Inc. (renamed Riverwood Holding, Inc.) under the Securities Act of 1933, as amended, and incorporated herein by reference.

10.11
 
Indemnification Agreement, dated as of March 27, 1996, among Riverwood Holding, Inc., RIC Holding, Inc., Riverwood International Corporation, Clayton, Dubilier & Rice, Inc. and Clayton, Dubilier & Rice Fund V Limited Partnership.†

10.12
 
Consulting Agreement, dated as of March 27, 1996, among Riverwood Holding, Inc., RIC Holding, Inc., Riverwood International Corporation and Clayton, Dubilier & Rice, Inc.†

10.13
 
Management Stock Option Agreement, dated as of January 1, 2002, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.18 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.14
 
Management Stock Option Agreement, dated as of September 30, 2002, between Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.21 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.15
 
Form of Riverwood Holding, Inc. Supplemental Long-Term Incentive Plan. Filed as Exhibit 10.15 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.16
 
2003 Riverwood Holding, Inc. Long-Term Incentive Plan.†

10.17
 
2003 Riverwood Holding, Inc. Directors Stock Incentive Plan.†

10.18
 
Riverwood Holding, Inc. 2002 Stock Incentive Plan. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.19
 
Agreement, dated as of November 18, 1999, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.18 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.20
 
Second Amended and Restated Employment Agreement, dated March 25, 2003, among Riverwood International Corporation, Riverwood Holding, Inc. and Stephen M. Humphrey.†

10.21
 
Amended and Restated Employment Agreement, dated as of January 1, 2002, among Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.10 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.22
 
Amendment No. 1, dated as of December 19, 2001, between Stephen M. Humphrey and Riverwood International Corporation, to the Promissory Note, dated November 18, 1999, by Stephen M. Humphrey. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 11, 2002 (Commission File No. 1-11113), and incorporated herein by reference.
     

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10.23
 
Promissory Note, dated as of November 18, 1999, by Stephen M. Humphrey. Filed as Exhibit 10.19 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.24
 
Management Stock Option Agreement, dated as of March 31, 1997, between Riverwood Holding, Inc. and Stephen M. Humphrey. Filed as Exhibit 10.2 to Riverwood Holding, Inc.'s Quarterly Report on Form 10-Q filed May 9, 1997 (Commission File No. 1-11113), and incorporated herein by reference.

10.25
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and Jeffrey H. Coors.†

10.26
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and David Scheible.†

10.27
 
Employment Agreement, dated as of September 1, 1998, among Riverwood International Corporation, Riverwood Holding, Inc. and Daniel J. Blount. Filed as Exhibit 10.16 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.28
 
Employment Agreement, dated as of November 1, 1998, among Riverwood International Corporation, Riverwood Holding, Inc. and Steven D. Saucier. Filed as Exhibit 10.17 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 17, 2000 (Commission File No. 1-11113), and incorporated herein by reference.

10.29
 
Amendment to Employment Agreement, dated as of March 18, 2003, between Riverwood Holding, Inc., Riverwood International Corporation, and Steven D. Saucier. Filed as Exhibit 10.22 to Riverwood Holding Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113) and incorporated herein by reference.

10.30
 
Employment Agreement, dated as of May 1, 2001, among Riverwood International Corporation, Riverwood Holding, Inc. and Wayne E. Juby. Filed as Exhibit 10.20 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed March 11, 2002 (Commission File No. 1-11113), and incorporated herein by reference.

10.31
 
Third Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement, dated as of March 25, 2003, among Graphic Packaging International Corporation, the Affiliated Companies named therein, and Donald W. Sturdivant.†

10.32
 
Employment Agreement, dated as of September 30, 2002, among Riverwood International Corporation, Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.20 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

10.33
 
Management Stock Option Agreement, dated as of September 30, 2002, between Riverwood Holding, Inc. and Robert W. Spiller. Filed as Exhibit 10.22 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

16.1
 
Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated June 11, 2002. Filed as Exhibit 16.1 to Riverwood Holding, Inc.'s Current Report on Form 8-K filed June 12, 2002 (Commission File No. 1-11113), and incorporated herein by reference.
     

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18.1
 
Letter Re: Change in Accounting Principles. Filed as Exhibit 10.23 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

21.1
 
List of subsidiaries. Filed as Exhibit 21 to Riverwood Holding, Inc.'s Annual Report on Form 10-K filed April 15, 2003 (Commission File No. 1-11113), and incorporated herein by reference.

23.1
 
Consent of PricewaterhouseCoopers LLP (for Riverwood Holding, Inc.).

23.2
 
Consent of PricewaterhouseCoopers LLP (for Graphic Packaging International Corporation).

23.3
 
Consent of Deloitte & Touche LLP.†

23.4
 
Consent of Debevoise & Plimpton (included in Exhibit 5.1).†

23.5
 
Consent of Holme Roberts & Owen LLP (included in Exhibit 8.1).†

24.1
 
Power of Attorney (included on the signature page to this registration statement filed on May 2, 2003).†

99.1
 
Opinion of Credit Suisse First Boston LLC. Attached as Annex C to the proxy statement/prospectus which forms a part of this registration statement and incorporated herein by reference.

99.2
 
Opinion of Morgan Stanley & Co. Incorporated. Attached as Annex D to the proxy statement/prospectus which forms a part of this registration statement and incorporated herein by reference.

99.3
 
Form of proxy card.†

99.4
 
Consent of Credit Suisse First Boston LLC.†

99.5
 
Consent of Morgan Stanley & Co. Incorporated.†
†
Previously filed

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EXPLANATORY NOTE
RIVERWOOD HOLDING, INC. GRAPHIC PACKAGING INTERNATIONAL CORPORATION SUPPLEMENT DATED JULY 24, 2003 TO PROXY STATEMENT/PROSPECTUS DATED JULY 17, 2003
RIVERWOOD HOLDING, INC. UNAUDITED RESULTS OF OPERATIONS (in thousands of dollars)
GRAPHIC PACKAGING INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share data)
GRAPHIC PACKAGING INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
GRAPHIC PACKAGING INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Exhibit Index