PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by Packaging Corporation of America (the Company) with the Commission are incorporated in this
Registration Statement by reference:
(a)
the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 29, 2024 (the Annual Report);
(b)
the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 8, 2024;
(c) the Companys Current Report on Form
8-K filed on February 29, 2024 (other than the portions filed pursuant to Items 7.01 and 9.01 thereof);
(d) the description of the Companys common stock, par value $0.01 per share, included under the caption Description
of Capital Stock in the Prospectus forming a part of the Companys Registration Statement on Form S-1
, initially filed with the Commission on September 13, 1999 (Registration No. 333-86963), which description has been incorporated by reference in Item 1 of the Companys Registration
Statement on Form 8-A, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), on October 15, 1999 (Registration No. 001-15399), including any amendments or reports filed for the purpose of updating such description, including Exhibit
4.15 to the Annual Report.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration Statement (other than any documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included
with such Items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. |
Interests of Named Experts and Counsel. |
Certain legal matters in connection with the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Kent
A. Pflederer, Senior Vice President, General Counsel and Secretary of the Company. Mr. Pflederer is the direct beneficial owner of 59,953 shares of the Companys Common Stock and the indirect beneficial owner of 4,045 shares of the
Companys Common Stock through the Companys 401(k) plan.
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