<PAGE>
As Filed with the Securities and Exchange
Commission on June 25, 1996
Registration No. 33-81674
______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RIC HOLDING, INC.
(as successor by merger to the
corporation formerly named
RIVERWOOD INTERNATIONAL CORPORATION)
(Exact name of registrant as specified in its charter)
Delaware 58-2205497
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Suite 1200
1105 North Market Street,
P.O. Box 8985
Wilmington, Delaware 19899
(Address of principal executive offices) (Zip Code)
RIVERWOOD INTERNATIONAL HOURLY SAVINGS PLAN
(Full title of the plan)
Bill H. Chastain
Riverwood International Corporation
3350 Cumberland Circle
Suite 1400
Atlanta, Georgia 30339
(Name and address of agent for service)
(770) 644-3000
(Telephone number, including area code, of agent for service)
______________________________________________________________________________
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
DEREGISTRATION OF COMMON STOCK AND RELATED PLAN INTERESTS
RIC Holding, Inc. ("Registrant"), as successor by merger to the
corporation formerly named Riverwood International Corporation ("RIC"), and
the Riverwood International Hourly Savings Plan (the "Plan") hereby amend the
Form S-8 Registration Statement, Registration No. 33-81674 (the
"Registration Statement"), by deregistering (1) all shares of RIC's Common
Stock, $.01 par value (the "Common Stock"), previously registered pursuant to
the Registration Statement for issuance under the Plan, and (2) all interests
(the "Interests") in participations in the Plan related to such shares of
Common Stock, previously registered pursuant to the Registration Statement.
In connection with the Merger (as defined herein), all interests of Plan
participants related to the Common Stock were settled for cash, based on the
Merger consideration. Shares of the Common Stock can no longer be sold under
the Plan, and issuances pursuant to the Registration Statement have ceased.
Accordingly, Registrant and the Plan hereby deregister all such shares of
Common Stock and Interests.
EXPLANATORY NOTE
ACQUISITION OF RIC. Registrant is the successor by merger to RIC.
Registrant's parent is Riverwood Holding, Inc. (formerly named New River
Holding, Inc.). Registrant, its parent, and the corporation formerly named
CDRO Acquisition Corporation ("Acquisition Corp."), were organized to effect
the acquisition of RIC. On March 27, 1996, Acquisition Corp. was merged (the
"Merger") into RIC. RIC, as the surviving corporation in the Merger, became
a wholly owned subsidiary of Registrant. On March 28, 1996, RIC was merged
into Registrant, with Registrant being the surviving corporation. As a
result of these transactions, all of the outstanding shares of common stock
of Registrant are held of record by one holder, its parent Riverwood Holding,
Inc.
DEREGISTRATION OF RIC SECURITIES UNDER THE EXCHANGE ACT. On March 29,
1996, Registrant filed with the Securities and Exchange Commission (the
"Commission") a Form 15 for termination of registration under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
suspension of duty to file reports under Sections 13 and 15(d) of the Exchange
Act, for RIC's Common Stock and RIC's 6 3/4% Convertible Subordinated Notes due
2003 (the "Convertible Notes") and RIC's 10 3/4% Senior Notes Due 2000, 10 3/4%
Senior Notes II Due 2000, 11 1/4% Senior Subordinated Notes Due 2002, 11 1/4%
Senior Subordinated Notes II Due 2002, and 10 3/8% Senior Subordinated Notes Due
2004 (collectively, the "Listed Notes").
On April 1, 1996, the New York Stock Exchange, Inc. (the "NYSE") filed
with the Commission a Form 25 (the "Form 25") for the removal from listing
and registration under the Exchange Act of the Common Stock and the
Convertible Notes. On April 2, 1996, the NYSE filed with the Commission an
application for the removal from listing and registration under the Exchange
Act of each series of the Listed Notes.
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SIGNATURE
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 2
on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to
Registration Statement No. 33-81674 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 25th day of June, 1996.
RIC HOLDING, INC.
BY /s/ Thomas H. Johnson
----------------------------
Thomas H. Johnson
President and Chief
Executive Officer
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Post-Effective Amendment No. 2 to Registration
Statement No. 33-81674 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the
25th day of June, 1996.
RIVERWOOD INTERNATIONAL
HOURLY SAVINGS PLAN
/s/ Claire M. Steiner
----------------------------
Claire M. Steiner
Manager, Benefits and
Compensation
AGENT FOR SERVICE. Pursuant to the requirements of the Securities Act of
1933 and Rule 478 of the General Rules and Regulations thereunder, this
Post-Effective Amendment No. 2 to Registration Statement No. 33-81674 has
been signed by the following person in the capacity indicated, in the City of
Atlanta, State of Georgia, on the 25th day of June, 1996.
/s/ Bill H. Chastain
----------------------------
Bill H. Chastain
Agent for Service
