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
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: | | |
| | | 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
