UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
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): August 31, 2011
This report constitutes Amendment No. 2 to Registrant’s Current Report on Form 8-K filed September 2, 2011
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 | 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, LLC | Delaware | 3089 | 35-2056610 | (a) |
| Packerware, LLC | 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 Opco, Inc. | Delaware | 3089 | 30-0120989 | (a) |
| Berry Plastics Acquisition Corporation V | Delaware | 3089 | 36-4509933 | (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) |
| Cardinal Packaging, Inc. | Ohio | 3089 | 34-1396561 | (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 Plastics Holdings, LLC | Delaware | 3089 | 20-1290475 | (a) |
| Captive Plastics, LLC | Delaware | 3089 | 22-1890735 | (a) |
| Grafco Industries Limited Partnership | Maryland | 3089 | 52-1729327 | (a) |
| Rollpak Corporation | Indiana | 3089 | 35-1582626 | (a) |
| Pliant, LLC | Delaware | 2673 | 43-2107725 | (a) |
| Pliant Corporation International | Utah | 2673 | 87-0473075 | (a) |
| Uniplast Holdings, LLC | Delaware | 2673 | 13-3999589 | (a) |
| Uniplast U.S., Inc. | Delaware | 2673 | 04-3199066 | (a) |
| Berry Plastics SP, Inc. | Virginia | 3089 | 52-1444795 | (a) |
| Berry Plastics Filmco, Inc. | Delaware | 3089 | 34-1848686 | (a) |
| BPRex Closure Systems, LLC | Delaware | 3089 | 27-4588544 | (a) |
| BPRex Closures, LLC | Delaware | 3089 | 27-4579074 | (a) |
| BPRex Delta, Inc. | Delaware | 3089 | 71-0725503 | (a) |
| BPRex Closures Kentucky, Inc. | Delaware | 3089 | 56-2209554 | (a) |
(a) 101 Oakley Street, Evansville, Indiana 47710
On September 2, 2011, Berry Plastics Corporation (“Berry Plastics”) filed a Current Report on Form 8-K (the "September 2, 2011 Form 8-K") to report that it had completed the acquisition of all of the outstanding capital stock of Rexam Closures Kentucky Inc., Rexam Delta Inc., Rexam Closures LLC, Rexam Closure Systems LLC, Rexam de Mexico S. de R.L. de C.V., Rexam Singapore PTE Ltd., Rexam Participacoes Ltda. and Rexam Plasticos do Brasil Ltda. (collectively, “Rexam SBC”). In the September 2, 2011 Form 8-K, Berry Plastics stated that it would file the financial statements of Rexam SBC required under Items 9.01(a) and 9.02(b) of Form 8-K, respectively, by amendment as permitted by those Items. The Company is filing this Amendment No. 2 to the September 2, 2011 Form 8-K to provide such financial information.
Item 9.01 Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of Rexam SBC required by Item 9.01(a) of Form 8-K are incorporated herein by reference to Exhibits 99.2 and 99.4 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 Amended 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: March 23, 2012 | | By: | | |
| | | Name: | | James M. Kratochvil |
| | | Title: | | Chief Financial Officer (Principal Financial and Accounting Officer) |
| | | | | |
EXHIBITS
| | | |
| | |
| 99.1* | | Press Release by Berry Plastics Corporation, dated September 2, 2011. |
| | |
| 99.2** | | Audited Year-End Financial Statements of Rexam SBC. |
| | | |
| 99.3** | | Unaudited Pro Forma Condensed Consolidated Financial Information. |
| | | |
| 99.4 | | Interim Financial Statements of Rexam SBC. |
| | |
___________
* Exhibits filed with the Form 8-K dated September 2, 2011
** Filed with Amendment No. 1 to Form 8-K dated November 8, 2011
