UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): October 27, 2009
BERRY PLASTICS CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 333-138380 | | 35-1813706 |
| (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 Registrant 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 | | 3089 | | 35-1948748 | | (a) |
Berry Iowa, LLC | | Delaware | | 3089 | | 42-1382173 | | (a) |
Berry Plastics Design, LLC | | Delaware | | 3089 | | 62-1689708 | | (a) |
Berry Plastics Technical Services, Inc. | | Delaware | | 3089 | | 57-1029638 | | (a) |
Berry Sterling Corporation | | Delaware | | 3089 | | 54-1749681 | | (a) |
CPI Holding Corporation | | Delaware | | 3089 | | 34-1820303 | | (a) |
Knight Plastics, Inc. | | Delaware | | 3089 | | 35-2056610 | | (a) |
Packerware Corporation | | Delaware | | 3089 | | 48-0759852 | | (a) |
Pescor, Inc. | | Delaware | | 3089 | | 74-3002028 | | (a) |
Poly-Seal, LLC | | Delaware | | 3089 | | 52-0892112 | | (a) |
Venture Packaging, Inc. | | Delaware | | 3089 | | 51-0368479 | | (a) |
Venture Packaging Midwest, Inc. | | Delaware | | 3089 | | 34-1809003 | | (a) |
Berry Plastics Acquisition Corporation III | | Delaware | | 3089 | | 37-1445502 | | (a) |
Berry Plastics Acquisition Corporation V | | Delaware | | 3089 | | 36-4509933 | | (a) |
Berry Plastics Acquisition Corporation VIII | | Delaware | | 3089 | | 32-0036809 | | (a) |
Berry Plastics Acquisition Corporation IX | | Delaware | | 3089 | | 35-2184302 | | (a) |
Berry Plastics Acquisition Corporation X | | Delaware | | 3089 | | 35-2184301 | | (a) |
Berry Plastics Acquisition Corporation XI | | Delaware | | 3089 | | 35-2184300 | | (a) |
Berry Plastics Acquisition Corporation XII | | Delaware | | 3089 | | 35-2184299 | | (a) |
Berry Plastics Acquisition Corporation XIII | | Delaware | | 3089 | | 35-2184298 | | (a) |
Berry Plastics Acquisition Corporation XV, LLC | | Delaware | | 3089 | | 35-2184293 | | (a) |
Kerr Group, LLC | | Delaware | | 3089 | | 95-0898810 | | (a) |
Saffron Acquisition, LLC | | Delaware | | 3089 | | 94-3293114 | | (a) |
Setco, LLC | | Delaware | | 3089 | | 56-2374074 | | (a) |
Sun Coast Industries, LLC | | Delaware | | 3089 | | 59-1952968 | | (a) |
Tubed Products, LLC | | Delaware | | 3089 | | 56-2374082 | | (a) |
Cardinal Packaging, Inc. | | Ohio | | 3089 | | 34-1396561 | | (a) |
Landis Plastics, LLC | | Delaware | | 3089 | | 36-2471333 | | (a) |
Covalence Specialty Adhesives LLC | | Delaware | | 2672 | | 20-4104683 | | (a) |
Covalence Specialty Coatings LLC | | Delaware | | 2672 | | 20-4104683 | | (a) |
Caplas LLC | | Delaware | | 3089 | | 20-3888603 | | (a) |
Caplas Neptune, LLC | | Delaware | | 3089 | | 20-5557864 | | (a) |
Captive Holdings, Inc. | | Delaware | | 3089 | | 20-1290475 | | (a) |
Captive Plastics, Inc. | | New Jersey | | 3089 | | 22-1890735 | | (a) |
Grafco Industries Limited Partnership | | Maryland | | 3089 | | 52-1729327 | | (a) |
Rollpak Acquisition Corporation | | Indiana | | 3089 | | 03-0512845 | | (a) |
Rollpak Corporation | | Indiana | | 3089 | | 35-1582626 | | (a) |
| (a) | 101 Oakley Street, Evansville, IN 47710 |
| Item 7.01 | Regulation FD Disclosure |
On October 27, 2009, Berry Plastics Corporation (“Berry”) commenced, via two of its newly formed, wholly owned subsidiaries, an offering of $325 million in aggregate principal amount of First Priority Senior Secured Notes due 2015 and $295 million in aggregate principal amount of 8 7/8% Second Priority Senior Secured Notes due 2014 (collectively the “New Notes”). The offering is subject to market and other conditions. The New Notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”). The New Notes will not be registered under the Securities Act. Unless so registered, the New Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Berry is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from a Preliminary Offering Memorandum that is being disseminated in connection with the offering described above. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Exchange Act of 1934 or the Securities Act, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
EXHIBIT INDEX
| | |
| 99.1 | | Excerpts from Preliminary Offering Memorandum. |
| |
| 99.2 | | Press Release of Berry Plastics Corporation, dated October 27, 2009. |
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: October 27, 2009 | | | | By: | | /s/ James M. Kratochvil |
| | | | Name: | | James M. Kratochvil |
| | | | Title: | | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
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EXHIBIT INDEX
| | |
| 99.1 | | Excerpts from Preliminary Offering Memorandum. |
| |
| 99.2 | | Press Release of Berry Plastics Corporation, dated October 27, 2009. |
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