Exhibit 99.14
FORM OF
PROXY CARD
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
GRAPHIC PACKAGING CORPORATION
[ • ], [ • ], 2007
10:00 a.m. (local time)
Offices of Alston & Bird LLP
Atlantic Center Plaza
1180 West Peachtree Street, 15th Floor
Atlanta, Georgia 30309
Graphic Packaging
Corporation
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Livingston Court, Marietta, Georgia 30067 |
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This
Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints
Daniel J. Blount and Stephen A. Hellrung, or either of them (the
“Named Proxies”), as proxies, with power of
substitution, to vote all the shares of the undersigned held of
record by the undersigned as of [ • ], 2007, with
all of the powers which the undersigned would possess if
personally present at the Special Meeting of Stockholders of
Graphic Packaging Corporation (the “Company”), to be
held at 10:00 a.m. (local time) on [ • ],
2007, at the offices of Alston & Bird LLP, Atlantic
Center Plaza, 1180 West Peachtree Street, 15th Floor,
Atlanta, Georgia 30309.
EVEN IF YOU PLAN TO ATTEND THE
MEETING, PLEASE VOTE THIS PROXY BY PHONE OR INTERNET, OR BY
MARKING, DATING, SIGNING AND RETURNING THIS PROXY CARD IN THE
ACCOMPANYING ENVELOPE.
You may revoke this proxy at any
time prior to the special meeting by submitting a revised proxy,
sending written notice of revocation to the Company’s
Secretary or voting in person at the meeting.
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| Proposal 1:
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To adopt the transaction agreement
and agreement and plan of merger, dated as of July 9, 2007,
by and among the Company, Bluegrass Container Holdings, LLC,
certain affiliates of TPG Capital, New Giant Corporation, and
Giant Merger Sub, Inc. and to approve the transactions
contemplated by such transaction agreement.
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The Board of Directors
Recommends a Vote FOR Proposal 1.
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o FOR
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o AGAINST
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o ABSTAIN
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| Proposal 2:
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To approve a provision in New Giant
Corporation’s restated certificate of incorporation
authorizing 1.1 billion shares of capital stock. THIS
PROVISION WILL ONLY BE IMPLEMENTED IF PROPOSAL 1 IS ALSO
APPROVED.
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The Board of Directors
Recommends a Vote FOR Proposal 2.
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o FOR
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o AGAINST
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o ABSTAIN
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| Proposal 3:
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To approve the postponement or
adjournment of the special meeting to a later date, if
determined to be necessary.
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o FOR
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o AGAINST
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o ABSTAIN
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THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE PROPOSALS STATED
ABOVE.
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Address Change? Mark
Box o
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Indicate changes below:
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Date
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Signature(s) in Box
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Please sign exactly as your name(s) appears on Proxy. If held in
joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority.
Corporations should provide full name of corporation and title
of authorized officer signing the proxy.
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See reverse for voting instructions.
COMPANY #
There are three ways to vote
your Proxy
Your telephone or internet vote authorizes the Named Proxies to
vote your shares in the same manner as if you marked, signed and
returned your proxy card.
VOTE
BY PHONE — TOLL FREE —
1-800-560-1965 —
QUICK *** EASY *** IMMEDIATE
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Use any touch-tone telephone to
vote your proxy 24 hours a day, 7 days a week, until
12:00 p.m. (CT) on [ • ], 2007.
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Please have your proxy card and the
last four digits of your Social Security Number or Tax
Identification Number available. Follow the simple instructions
the voice prompt provides you.
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VOTE BY INTERNET —
http://www.eproxy.com/gpk/ —
QUICK *** EASY *** IMMEDIATE
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Use the Internet to vote your proxy
24 hours a day, 7 days a week, until 12:00 p.m.
(CT) on [ • ], 2007.
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Please have your proxy card and the
last four digits of your Social Security Number or Tax
Identification Number available. Follow the simple instructions
to obtain your records and create an electronic ballot.
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VOTE
BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid envelope we’ve provided
or return it to Graphic Packaging Corporation,
c/o Shareowner
ServicesSM,
P.O. Box 64873, St. Paul, MN
55164-0873.
If
you vote by Phone or Internet, please do not mail your Proxy Card