UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~August~~September 248, 2011

GRAHAM PACKAGING COMPANY INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-34621	52-2076126
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Pleasant Valley Road

York, Pennsylvania 17402

(717) 849-8500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

~~Item 1.01. Entry~~Introductory ~~into~~Note ~~a Material Definitive Agreement~~

~~Senior~~On ~~Subordinated~~September 8, ~~Notes~~2011, ~~due~~Graham ~~2016~~Packaging Company Inc. (the “Company”) completed its merger (the “Merger”) with Bucephalas Acquisition Corp. (“Sub”), an indirect wholly owned subsidiary of Reynolds Group Holdings Limited (“Reynolds”), pursuant to the Agreement and Plan of Merger, dated as of June 17, 2011, as subsequently amended, (the “Merger Agreement”), among the Company, Reynolds and Sub. Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Company (other than any shares held by the Company, Reynolds or their subsidiaries) was canceled and automatically converted into the right to receive $25.50 in cash, without interest and less any applicable withholding tax. As a result of the Merger, the Company is now an indirect wholly owned subsidiary of Reynolds.

OnItem ~~August 24, 2011, the registrant’s wholly-owned subsidiaries, Graham Packaging Company, L~~3.P.01 ~~(the~~Notice ~~“Company”) and GPC Capital Corp. I (together with the Company, the “Issuers”), issued $20,455,000 aggregate principal amount~~ of ~~9.875%~~Delisting ~~senior~~or ~~subordinated~~Failure ~~notes due 2016 (the “Note”)~~ to ~~Reynolds~~Satisfy ~~Group~~a ~~Holdings~~Continued ~~Inc.~~Listing ~~pursuant~~Rule ~~to the Note dated as of such date, among the Issuers, the guarantors named therein and Reynolds Group Holdings Inc., as holder. The Note will mature on December 31, 2016,~~ or, ifStandard; ~~the~~Transfer ~~transactions contemplated by the Agreement and Plan~~ of ~~Merger dated as of June 17, 2011 between Reynolds Group Holdings Limited, Bucephalas Acquisition Corp~~Listing. and Graham Packaging Company Inc. are consummated, on October 15, 2014. The proceeds of the issuance were used to fund the purchase of the $20,455,000 aggregate principal amount of the Issuers’ 9.875% Senior Subordinated Notes due 2014 tendered in the previously announced tender offer of such notes.

~~Interest~~In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on September 8, 2011 that each share of Common Stock (other than any shares held by the ~~Note~~Company, ~~will~~Reynolds beor ~~payable~~their subsidiaries) was canceled and automatically converted into the right to receive $25.50 in cash, without interest and less any applicable withholding taxes, and requested that the NYSE file with the SEC an application on ~~April 15~~Form 25 to delist and ~~October~~deregister the Common Stock under Section 1512(b) of ~~each~~the ~~year~~Securities Exchange Act of 1934, ~~commencing~~as amended (the “Exchange Act”). Trading of the Common Stock on the ~~October~~NYSE was suspended prior to market open on September 159, 2011. Following the completion of the Merger, the NYSE filed the Form 25. The Form 25 will become effective ten days after its filing and the Company expects to file a Form 15 with the SEC to deregister the Common Stock on that date. The filing of the Form 15 by the Company will terminate its reporting obligations under the Exchange Act.

~~The~~SIGNATURE ~~foregoing descriptions of the Note are qualified in their entirety by the full text of a form of the Note, which is incorporated by reference herein.~~

~~Item 2.03. Creation~~Pursuant to the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange ~~Obligation~~Act orof an1934, ~~Obligation~~the ~~under~~registrant anhas ~~Off-Balance Sheet~~duly ~~Arrangement~~caused ofthis areport ~~Registrant~~to be signed on its behalf by the undersigned hereunto duly authorized.

The information set forth in Item 1.01 under the captions “Senior Subordinated Notes due 2016” is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Exhibit
Exhibit 10.1		Note, dated as of August 24, 2011, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors named therein Reynolds Group Holdings Inc. as Holder.

FORWARD LOOKING STATEMENTS

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the registrant assumes no obligation to update the information included in this report. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the registrant’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the registrant’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein and in other releases and public filings made by Graham Packaging (including its filings with the Securities and Exchange Commission). Although the registrant believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the registrant also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Dated: September 9, 2011

GRAHAM PACKAGING COMPANY INC.

/s/ David W. Bullock

David W. Bullock

Chief Financial Officer

Filing Compare · Graham Packaging Co Inc.