UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 27, 2012
HICKS ACQUISITION COMPANY II, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35411
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80-0611167
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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100 Crescent Court, Suite 1200
Dallas, TX
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75201
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(Address of principal executive offices)
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(Zip code)
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(214) 615-2300
(Registrants telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 8.01. Other Events.
In connection with the previously announced business combination between Hicks Acquisition Company II, Inc. (HACII) and Appleton Papers Inc. (Appleton), pursuant to which, through
a series of transactions (collectively, the Transaction), Appleton will become a non-wholly-owned subsidiary of HACII, attached hereto as Exhibit 99.1 are updated road show materials to be presented to certain existing and potential
stockholders of HACII.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transactions between HACII, Paperweight Development Corp. (PDC) and Appleton. In connection with the
proposed transactions, HACII has filed a preliminary proxy statement on Schedule 14A and two additional revised preliminary proxy statements on Schedule 14A, each of which is available free of charge on the Securities and Exchange Commissions
(SEC) web site, http://www.sec.gov. The information contained in the preliminary filings is not complete and may be changed. HACII plans to file and mail to stockholders a definitive proxy statement with respect to the proposed
transactions. WE URGE STOCKHOLDERS TO READ THE PRELIMINARY PROXY STATEMENTS, THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT HACII AND THE TRANSACTION. Investors will be able to obtain free copies of the preliminary proxy statements and the definitive proxy statement (when available) as well as other filed documents containing information about HACII on the
SECs website at http://www.sec.gov. Free copies of HACIIs SEC filings are also available from HACII upon written request to Hicks Acquisition Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
Participants in the Solicitation
HACII
and its directors and officers may be deemed participants in the solicitation of proxies to HACIIs stockholders with respect to the Transaction. A list of the names of those directors and officers and a description of their interests in HACII
is contained in HACIIs annual report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 8, 2012, the preliminary proxy statement regarding the Transaction, which was filed with the SEC on
May 17, 2012, the revised preliminary proxy statement regarding the Transaction, which was filed with the SEC on June 21, 2012, and the revised preliminary proxy statement regarding the Transaction, which was filed with the SEC on
June 27, 2012, and will also be contained in the definitive proxy statement regarding the Transaction when it becomes available. HACIIs stockholders may obtain additional information about the interests of the directors and officers of
HACII in the Transaction by reading the proxy statements and other materials to be filed with the SEC regarding the Transaction when such information becomes available.
Forward-Looking Statements
This report contains forward-looking statements within the
meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, regarding the Transaction and the HACIIs plans, objectives, and intentions. Words such as expect, estimate,
project, budget, forecast, anticipate, intend, plan, may, will, could, should, poised, believes,
predicts, potential, continue, and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in
this report.
Forward-looking statements in this report include matters that involve known and unknown risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others: uncertainties as to the timing of the transaction,
approval of the transaction by HACIIs stockholders; the satisfaction of closing conditions to the transaction, including the receipt of any required regulatory approvals; costs related to the transaction; costs and potential liabilities of
Appleton relating to environmental regulation and litigation (including Lower Fox River); potential failure of Appletons former parent to comply with its indemnification obligations; costs of compliance with environmental laws; Appletons
substantial amount of indebtedness; the ability of Appleton to develop and introduce new and enhanced products, improve productivity and reduce operating costs; Appletons reliance on a relatively small number of customers and third parties
suppliers; the cessation of papermaking and transition to base
stock supplied under the long-term supply agreement with Domtar Corporation; the global credit market crisis and economic weakness; competitors in its various markets; volatility of raw materials
costs; Appletons underfunded pension plans; future legislation or regulations intended to reform pension and other employee benefit plans; and the legal obligations of PDC, Appletons current owner, to repurchase common stock from
employees and former employees, which may lead to a default under the agreements governing Appletons indebtedness or constrain Appletons ability to make investments. Actual results may differ materially from those contained in the
forward-looking statements in this report. HACII undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this report. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit
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99.1*
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Road Show Materials.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Dated: June 27, 2012
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Hicks Acquisition Company II, Inc.
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By:
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/s/ Christina Weaver Vest
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Name: Christina Weaver Vest
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Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit
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99.1*
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Road Show Materials.
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