Exhibit 99.14
GRAPHIC PACKAGING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
Thursday, January 17, 2008
10:00 a.m. (local time)
Offices of Alston & Bird LLP
Atlantic Center Plaza
1180 West Peachtree Street, 15th Floor
Atlanta, Georgia 30309
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Graphic Packaging Corporation
814 Livingston Court, Marietta, Georgia 30067
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proxy |
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 December 7, 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 January 17, 2008, 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 Graphics Secretary or voting in
person at the meeting.
See reverse for voting instructions.
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 January 16, 2008. |
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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. |
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
January 16, 2008. |
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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. |
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope weve 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
6 Please detach here 6
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The Board of Directors Recommends a Vote FOR Proposal 1. |
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1.
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To adopt the transaction 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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o For
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o Against
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o Abstain |
The Board of Directors Recommends a Vote FOR Proposal 2.
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2.
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To approve a provision in New Giant Corporations 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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o For
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o Against
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o Abstain |
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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 |
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 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. |