QuickLinks -- Click here to rapidly navigate through this document
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): August 13, 2002
Packaging Corporation of America
(Exact name of registrant as specified in its charter)
| Delaware | 1-15399 | 36-4277050 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (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)
Item 7. Financial Statements and Exhibits.
- (c)
- Exhibits
| Item |
Exhibit |
|||
| A | Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings (Principal Executive Officer, Paul T. Stecko) | |||
B |
Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings (Principal Financial Officer, Richard B. West) |
Item 9. Regulation FD Disclosure.
On August 13, 2002, in accordance with Order No. 4-460 and pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, sworn statements were filed with the Securities and Exchange Commission by the Principal Executive Officer and the Principal Financial Officer of Packaging Corporation of America. Copies of each written statement are furnished as Exhibits A and B to this report.
2
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, thereunto duly authorized.
| PACKAGING CORPORATION OF AMERICA | ||
Date: August 13, 2002 |
/s/ PAUL T. STECKO By: Paul T. Stecko Its: Chairman and Chief Executive Officer |
|
/s/ RICHARD B. WEST By: Richard B. West Its: Senior Vice President, Chief Financial Officer and Corporate Secretary |
3
SIGNATURES
QuickLinks -- Click here to rapidly navigate through this document
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Paul T. Stecko (Principal Executive Officer), state and attest that:
- (1)
- To
the best of my knowledge, based upon a review of the covered reports of Packaging Corporation of America, and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
- (2)
- I
have reviewed the contents of this statement with the Company's audit committee.
- (3)
- In
this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- Annual
Report on Form 10-K of Packaging Corporation of America for the fiscal year ended December 31, 2001;
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Packaging Corporation of
America filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
/s/ Paul T. Stecko Paul T. Stecko August 13, 2002 |
Subscribed and sworn to before me this 13th day of August, 2002. /s/ Rhonda K. Rogers Notary Public My Commission Expires: 11/02/03 |
QuickLinks -- Click here to rapidly navigate through this document
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Richard B. West (Principal Financial Officer), state and attest that:
- (1)
- To
the best of my knowledge, based upon a review of the covered reports of Packaging Corporation of America, and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
- (2)
- I
have reviewed the contents of this statement with the Company's audit committee.
- (3)
- In
this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- Annual
Report on Form 10-K of Packaging Corporation of America for the fiscal year ended December 31, 2001;
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Packaging Corporation of
America filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
/s/ Richard B. West Richard B. West August 13, 2002 |
Subscribed and sworn to before me this 13th day of August, 2002. /s/ Rhonda K. Rogers Notary Public My Commission Expires: 11/02/03 |