Attached files
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EX-99.3 - EXHIBIT 99.3 UNAUDITED PRO FORMA FINANCIAL INFO. - BERRY PLASTICS CORP | ex993.htm |
EX-99.2 - EXHIBIT 99.2 REPORT OF IND. AUDITORS - BERRY PLASTICS CORP | ex992.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
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(a)
|
Berry
Plastics Acquisition Corporation XI
|
Delaware
|
308935
|
2184300
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(a)
|
Berry
Plastics Acquisition Corporation XII
|
Delaware
|
308935
|
2184299
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(a)
|
Berry
Plastics Acquisition Corporation XIII
|
Delaware
|
308935
|
2184298
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(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
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5557864
|
(a)
|
Captive
Holdings, Inc.
|
Delaware
|
308920
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1290475
|
(a)
|
Captive
Plastics, Inc.
|
New
Jersey
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308922
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1890735
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(a)
|
Grafco
Industries Limited Partnership
|
Maryland
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308952
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1729327
|
(a)
|
Rollpak
Acquisition Corporation
|
Indiana
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308903
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0512845
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(a)
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Rollpak
Corporation
|
Indiana
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308935
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1582626
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(a)
|
Pliant
Corporation
|
Delaware
|
267343
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2107725
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(a)
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Pliant
Corporation International
|
Utah
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267387
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0473075
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(a)
|
Pliant
Film Products of Mexico, Inc.
|
Utah
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267387
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0500805
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(a)
|
Pliant
Packaging of Canada, LLC
|
Utah
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267387
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0580929
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(a)
|
Uniplast
Holdings Inc.
|
Delaware
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267313
|
3999589
|
(a)
|
Uniplast
U.S., Inc.
|
Delaware
|
267304
|
3199066
|
(a)
|
Superfos
Packaging Inc.
|
Virginia
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308930
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1444795
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(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
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|||||
Date:
January 29, 2010
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By:
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/s/
James M. Kratochvil
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|||
Name:
|
James
M. Kratochvil
|
||||
Title:
|
Executive
Vice President, Chief
Financial
Officer, Assistant Treasurer and
Secretary
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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.
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4.02*
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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*
|
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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*
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|
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.
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99.2
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Financial
Statements of Pliant Corporation.
|
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99.3
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Unaudited
Pro Forma Condensed Consolidated Financial
Information.
|
___________
* Exhibits
filed with the Form 8-K dated December 8, 2009