Consumers Packaging Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer has only one security holder -- issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am. s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUÉBEC, NOVA SCOTIA, AND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONSUMERS PACKAGING INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the Decision Maker) in each of Alberta, Saskatchewan, Ontario, Québec, Nova Scotia, and Newfoundland and Labrador (the Jurisdictions) has received an application from KPMG Inc. (the Filer), in its capacity as Trustee in Bankruptcy (the Bankruptcy Trustee) of Consumers Packaging Inc. (CPI) and Trustee under an amended proposal (the Proposal Trustee) dated January 22, 2003, as may be further amended from time to time (the Amended Proposal), to the creditors of CPI, pursuant to the Bankruptcy and Insolvency Act (Canada) (the BIA), for a decision under the securities legislation of the Jurisdictions (the Legislation) that CPI be deemed to have ceased to be a reporting issuer, or the equivalent, under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the System), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. CPI is a corporation incorporated under the Canada Business Corporations Act (the CBCA).

2. CPI is not a reporting issuer, or the equivalent, anywhere other than the Jurisdictions.

3. CPI's head office is located in Toronto, Ontario.

4. CPI's securities are subject to a cease trade order (the Cease Trade Order) of the Ontario Securities Commission directing that trading in CPI securities cease until the Cease Trade Order is revoked by a further order of revocation. The Cease Trade Order was varied by the Ontario Securities Commission to permit the steps of implementation set out in the Amended Proposal that involves trades of securities of CPI.

5. Pursuant to the capital reorganization provisions of the Amended Proposal (the Capital Reorganization Provisions) and articles of reorganization (the Articles of Reorganization) filed under section 191 of the CBCA, CPI's authorized capital consists of:

(a) an unlimited number of common shares (the New Common Shares); and

(b) two preferred shares (the New Preferred Shares).

6. Pursuant to the Articles of Reorganization, all of the issued and outstanding common shares of CPI (the Old Common Shares) and all of the issued and outstanding preferred shares, of each series, of CPI were converted into one New Preferred Share redeemable for $1.00, which was held by KPMG Inc., in its capacity as custodian (the Custodian) under the Amended Proposal.

7. O-I Canada Holdings B.V. (OI) is a private company incorporated under the laws of the Netherlands.

8. Pursuant to the Capital Reorganization Provisions, CPI issued to OI one New Preferred Share and CPI redeemed the one New Preferred Share held by the Custodian (collectively, the New Preferred Share Trades).

9. Pursuant to the claims settlement provisions of the Amended Proposal (the Claims Settlement Provisions), claims of creditors of CPI with proven claims, including the holders of CPI's 9.75% Senior Notes, due 2007, aggregate principal amount of U.S. $75,000,000 and CPI's 10.25% Senior Secured Notes, due 2005, aggregate original principal amount of U.S. $170,000,000, have been settled.

10. As a result of the New Preferred Share Trades and the Claims Settlement Provisions, CPI has no securities, including debt securities, other than the one New Preferred Share held by OI.

11. The Old Common Shares were de-listed from the Toronto Stock Exchange on January 6, 2003, and no securities of CPI are currently listed or quoted on any exchange or market.

12. CPI does not intend to seek public financing by way of an offering of its securities.

13. OI is not currently a reporting issuer, or the equivalent thereof, in any of the Jurisdictions and has no intention of becoming one.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the Decision);

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met; and

THE DECISION of the Decision Makers under the Legislation is that CPI is deemed to have ceased to be a reporting issuer, or the equivalent, under the Legislation.

April 29, 2003.