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): November 5, 2010
BERRY PLASTICS CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 033-75706-01 | | 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 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 Opco, Inc. | | Delaware | | 3089 | | 30-0120989 | | (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) |
Cardinal Packaging, Inc. | | Ohio | | 3089 | | 56-1396561 | | (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 Holding LLC | | Delaware | | 3089 | | 20-1290475 | | (a) |
Captive Plastics, LLC | | Delaware | | 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) |
Pliant, LLC | | Delaware | | 2673 | | 43-2107725 | | (a) |
Pliant Corporation International | | Utah | | 2673 | | 87-0473075 | | (a) |
Pliant Film Products of Mexico, Inc. | | Utah | | 2673 | | 87-0500805 | | (a) |
Pliant Packaging of Canada, LLC | | Utah | | 2673 | | 87-0580929 | | (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) |
| (a) | 101 Oakley Street, Evansville, IN 47710 |
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| Item 2.02 | Results of Operations and Financial Condition |
On November 5, 2010, Berry Plastics Corporation (“Berry”) issued a press release announcing its estimated fiscal 2010 year-end results. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 5, 2010, Berry issued a press release announcing the launch on November 4, 2010 of cash tender offers and related consent solicitations for certain of its outstanding notes. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is being filed herewith, and is furnished solely for the purposes of Item 7.01 of this Form 8-K:
| 99.1 | Press Release announcing estimated fiscal 2010 year-end results, dated November 5, 2010. |
| 99.2 | Press Release of Berry Plastics Corporation, dated November 5, 2010. |
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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: November 5, 2010 | | | | By: | | /S/ JAMES M. KRATOCHVIL |
| | | | Name: | | James M. Kratochvil |
| | | | Title: | | Executive Vice President, Chief Financial Officer, Assistant Treasurer and Secretary |
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EXHIBIT INDEX
| 99.1 | Press Release announcing estimated fiscal 2010 year-end results, dated November 5, 2010. |
| 99.2 | Press Release of Berry Plastics Corporation, dated November 5, 2010. |
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