Attached files

file filename
EX-99.3 - EXHIBIT 99.3 UNAUDITED PRO FORMA FINANCIAL INFO. - BERRY PLASTICS CORPex993.htm
EX-99.2 - EXHIBIT 99.2 REPORT OF IND. AUDITORS - BERRY PLASTICS CORPex992.htm




 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 

 
Amendment No. 1
 
To
 
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):
 

This report constitutes Amendment No. 1 to Registrant’s Current Report on Form 8-K filed December 8, 2009
 
 
 
 

 
BERRY PLASTICS CORPORATION
(Exact name of Registrant as specified in its charter)
 
 
 

 
         
Delaware
 
033-75706-01
 
35-1814673
(State of Incorporation)
 
(Commission File Numbers)
 
(I.R.S. Employer
Identification No.)

     
101 Oakley Street
Evansville, Indiana
 
47710
(Address of principal executive offices)
 
(Zip Code)
 
(812) 424-2904
(Registrant’s telephone number, including area code)
 
N.A.
(Former Name or Former Address, if Changed Since Last 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:
 
¨
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))
 

 
 

 

Table of Additional Guarantors
 
Exact Name
Jurisdiction of Organization
Primary Standard Industrial Classification Code Number
I.R.S.  Employer Identification No.
Name, Address and Telephone Number of Principal Executive Offices
Aerocon, LLC
Delaware
308935
1948748
(a)
Berry Iowa, LLC
Delaware
308942
1382173
(a)
Berry Plastics Design, LLC
Delaware
308962
1689708
(a)
Berry Plastics Technical Services, Inc.
Delaware
308957
1029638
(a)
Berry Sterling Corporation
Delaware
308954
1749681
(a)
CPI Holding Corporation
Delaware
308934
1820303
(a)
Knight Plastics, Inc.
Delaware
308935
2056610
(a)
Packerware Corporation
Delaware
308948
0759852
(a)
Pescor, Inc.
Delaware
308974
3002028
(a)
Poly-Seal, LLC
Delaware
308952
0892112
(a)
Venture Packaging, Inc.
Delaware
308951
0368479
(a)
Venture Packaging Midwest, Inc.
Delaware
308934
1809003
(a)
Berry Plastics Acquisition Corporation III
Delaware
308937
1445502
(a)
Berry Plastics Opco, Inc.
Delaware
308930
0120989
(a)
Berry Plastics Acquisition Corporation V
Delaware
308936
4509933
(a)
Berry Plastics Acquisition Corporation VIII
Delaware
308932
0036809
(a)
Berry Plastics Acquisition Corporation IX
Delaware
308935
2184302
(a)
Berry Plastics Acquisition Corporation X
Delaware
308935
2184301
(a)
Berry Plastics Acquisition Corporation XI
Delaware
308935
2184300
(a)
Berry Plastics Acquisition Corporation XII
Delaware
308935
2184299
(a)
Berry Plastics Acquisition Corporation XIII
Delaware
308935
2184298
(a)
Berry Plastics Acquisition Corporation XV, LLC
Delaware
308935
2184293
(a)
Kerr Group, LLC
Delaware
308995
0898810
(a)
Saffron Acquisition, LLC
Delaware
308994
3293114
(a)
Setco, LLC
Delaware
308956
2374074
(a)
Sun Coast Industries, LLC
Delaware
308959
1952968
(a)
Cardinal Packaging, Inc.
Ohio
308934
1396561
(a)
Covalence Specialty Adhesives LLC
Delaware
267220
4104683
(a)
Covalence Specialty Coatings LLC
Delaware
267220
4104683
(a)
Caplas LLC
Delaware
308920
3888603
(a)
Caplas Neptune, LLC
Delaware
308920
5557864
(a)
Captive Holdings, Inc.
Delaware
308920
1290475
(a)
Captive Plastics, Inc.
New Jersey
308922
1890735
(a)
Grafco Industries Limited Partnership
Maryland
308952
1729327
(a)
Rollpak Acquisition Corporation
Indiana
308903
0512845
(a)
Rollpak Corporation
Indiana
308935
1582626
(a)
Pliant Corporation
Delaware
267343
2107725
(a)
Pliant Corporation International
Utah
267387
0473075
(a)
Pliant Film Products of Mexico, Inc.
Utah
267387
0500805
(a)
Pliant Packaging of Canada, LLC
Utah
267387
0580929
(a)
Uniplast Holdings Inc.
Delaware
267313
3999589
(a)
Uniplast U.S., Inc.
Delaware
267304
3199066
(a)
Superfos Packaging Inc.
Virginia
308930
1444795
(a)

(a) 101 Oakley Street, Evansville, Indiana 47710

 
 

 

 
 
Explanatory Note:
 

On December 8, 2009, Berry Plastics Corporation (“Berry Plastics”) filed a current report on Form 8-K to report that it had completed the acquisition of all of the outstanding capital stock of Pliant Corporation (“Pliant”).  In such Form 8-K, Berry Plastics stated that it would file the financial statements of Pliant and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, by amendment as permitted by such Items.  The Company is filing this Amendment No. 1 to provide such financial statements and pro forma financial information.
 


 
Item 9.01                      Exhibits.
 
(a)           Financial statements of businesses acquired.
 
The financial statements of  Pliant required by Item 9.01(a) of Form 8-K are incorporated herein by reference to Exhibit 99.2 of this Form 8-K.
 
(b)           Pro forma financial information.
 
The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K are incorporated herein by reference to Exhibit 99.3 of this Form 8-K.
 
(d)           Exhibits
 
The exhibits to this current report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.
 

 
 

 

 


SIGNATURE
 
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 hereunto duly authorized.
 
         
   
BERRY PLASTICS CORPORATION
     
Date: January 29, 2010
 
By:
 
/s/ James M. Kratochvil
   
Name:
 
James M. Kratochvil
   
Title:
 
Executive Vice President, Chief
Financial Officer, Assistant Treasurer and Secretary
 

 
 

 

EXHIBITS

     
4.01*
  
Indenture, by and between Berry Plastics Escrow Corporation and Berry Plastics Escrow LLC, as Issuers, and U.S. Bank National Association, as Trustee, relating to 8¼% first priority senior secured notes due 2015, dated November 12, 2009.
   
4.02*
  
First Supplemental Indenture, dated as of December 3, 2009, by and between Berry Plastics Corporation, the subsidiaries of Berry Plastics Corporation party thereto, Berry Plastics Escrow LLC, Berry Plastics Escrow Corporation, and U.S. Bank National Association, as Trustee, relating to the Indenture, by and between Berry Plastics Escrow Corporation and Berry Plastic Escrow LLC, as Issuers, and U.S. Bank, National Association, as Trustee, relating to 8¼% first priority senior secured notes due 2015, dated November 12, 2009.
   
4.03*
  
Indenture, by and between Berry Plastics Escrow Corporation and Berry Plastic Escrow LLC, as Issuers, and U.S. Bank National Association, as Trustee, relating to 8⅞% second priority senior secured notes due 2014, dated November 12, 2009.
   
4.04*
  
First Supplemental Indenture, dated as of December 3, 2009, by and between Berry Plastics Corporation, the subsidiaries of Berry Plastics Corporation party thereto, Berry Plastics Escrow LLC, Berry Plastics Escrow Corporation, and U.S. Bank National Association, as Trustee, relating to the Indenture, by and between Berry Plastics Escrow Corporation and Berry Plastic Escrow LLC, as Issuers, and U.S. Bank National Association, as Trustee, relating to 8⅞% second priority senior secured notes due 2014, dated November 12, 2009.
   
4.05*
  
Collateral Agreement, by and between Berry Plastics Corporation, each Subsidiary of Berry Plastics Corporation identified therein and U.S. Bank National Association, as Collateral Agent, relating to 8¼% first priority senior secured notes due 2015, dated December 3, 2009.
   
4.06*
  
Additional Secured Creditor Consent, by and between Berry Plastics Corporation, each Subsidiary of Berry Plastics Corporation signatory thereto and U.S. Bank National Association, as Authorized Representative and Collateral Agent, relating to 8⅞% second priority senior secured notes due 2014, dated December 3, 2009.
   
4.07*
  
Registration Rights Agreement, by and between Berry Plastics Corporation, each Subsidiary of Berry Plastics Corporation identified therein, and Banc of America Securities LLC and Barclays Capital Inc., as representatives of the Initial Purchasers, relating to 8¼% first priority senior secured notes due 2015, dated December 3, 2009.
   
4.08*
  
Registration Rights Agreement, by and between Berry Plastics Corporation, each Subsidiary of Berry Plastics Corporation identified therein, and Banc of America Securities LLC and Barclays Capital Inc., as representatives of the Initial Purchasers, relating to 8⅞% second priority senior secured notes due 2014, dated December 3, 2009.
   
99.1*
  
Press Release by Berry Plastics Corporation, dated December 3, 2009.
   
99.2
 
Financial Statements of Pliant Corporation.
   
99.3
 
Unaudited Pro Forma Condensed Consolidated Financial Information.
___________
*           Exhibits filed with the Form 8-K dated December 8, 2009