EXHIBIT 25
FORM T-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
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BERRY PLASTICS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 35-1813706
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BPC HOLDING CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 35-1814673
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BERRY IOWA CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 42-1382173
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BERRY TRI-PLAS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 56-1949250
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BERRY STERLING CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 54-1749681
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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AEROCON, INC.
(Exact name of obligor as specified in its charter)
Delaware 35-1948748
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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PACKERWARE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 48-0759852
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BERRY PLASTICS DESIGN CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 62-1689708
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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VENTURE PACKAGING, INC.
(Exact name of obligor as specified in its charter)
Delaware 51-0368479
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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VENTURE PACKAGING MIDWEST, INC.
(Exact name of obligor as specified in its charter)
Delaware 34-1809003
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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VENTURE PACKAGING SOUTHEAST, INC.
(Exact name of obligor as specified in its charter)
Delaware 57-1029638
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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NIM HOLDINGS LIMITED
(Exact name of obligor as specified in its charter)
England and Wales N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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NORWICH INJECTION MOULDERS LIMITED
(Exact name of obligor as specified in its charter)
England and Wales N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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KNIGHT PLASTICS, INC.
(Exact name of obligor as specified in its charter)
Delaware 35-2056610
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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CPI HOLDING CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 34-1820303
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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CARDINAL PACKAGING, INC.
(Exact name of obligor as specified in its charter)
Ohio 34-1396561
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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NORWICH ACQUISITION LIMITED
(Exact name of obligor as specified in its charter)
England and Wales N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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BERRY PLASTICS ACQUISITION CORPORATION
(Exact name of obligor as specified in its charter)
Delaware N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices) (Zip Code)
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12-1/4% Series C Senior Subordinated Notes due 2004
(Title of the indenture securities)
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GENERAL
1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Berry Plastics Corporation, BPC Holding Corporation, Berry Iowa
Corporation, Berry Tri-Plas Corporation, Berry Sterling Corporation,
Aerocon, Inc., Packerware Corporation, Berry Plastics Design Corporation,
Venture Packaging, Inc., Venture Packaging Midwest, Inc., Venture Packaging
Southeast, Inc., NIM Holdings Limited, Norwich Injection Moulders Limited,
Knight Plastics, Inc., CPI Holding Corporation, Cardinal Packaging, Inc.,
Norwich Acquisition Limited, Berry Plastics Acquisition Corporation
currently are not in default. Accordingly, responses to Items 3, 4, 5, 6,
7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not required under
General Instruction B.
16. LIST OF EXHIBITS
T-1.1 -- Organization Certificate, as amended, issued by
the State of New York Banking Department to transact
business as a Trust Company, is incorporated by
reference to Exhibit T-1.1 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to
the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
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16. LIST OF EXHIBITS
(CONT'D)
T-1.4 -- The By-Laws of United States Trust Company of New
York, as amended, is incorporated by reference to
Exhibit T-1.4 to Form T-1 filed on September 15, 1995
with the Commission pursuant to the Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform
Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section
321(b) of the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the
trustee pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of November 10, 1999, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 10th day
of November 1999.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ CYNTHIA CHANEY
Cynthia Chaney
Assistant Vice President
EXHIBIT T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ GERARD F. GANEY
Gerard F. Ganey
Senior Vice President
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1999
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 237,532
Short-Term Investments 155,678
Securities, Available for Sale 505,561
Loans 2,312,569
Less: Allowance for Credit Losses 17,486
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Net Loans 2,295,083
Premises and Equipment 56,119
Other Assets 128,087
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TOTAL ASSETS $ 3,378,060
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LIABILITIES
Deposits:
Non-Interest Bearing $ 815,644
Interest Bearing 1,931,882
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Total Deposits 2,747,526
Short-Term Credit Facilities 310,113
Accounts Payable and Accrued Liabilities 131,638
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TOTAL LIABILITIES $ 3,189,277
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STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 53,041
Retained Earnings 121,974
Unrealized Loss on Securities
Available for Sale (Net of Taxes) (1,227)
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TOTAL STOCKHOLDER'S EQUITY 188,783
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 3,378,060
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I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.
Richard E. Brinkmann, Managing Director & Controller
August 23, 1999