EXHIBIT 99.3
BERRY PLASTICS CORPORATION
Offer to Exchange up to $25,000,000 of its
12 1/4% Series C Senior Subordinated Notes due 2004
for any and all of its outstanding
12 1/4% Series B Senior Subordinated Notes due 2004
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
DECEMBER 29, 1999, UNLESS EXTENDED.
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To Brokers, Dealers, Commercial Banks, November 24, 1999
Trust Companies and Other Nominees:
Berry Plastics Corporation, a Delaware corporation (the "Company"),
is offering, upon the terms and subject to the conditions set forth in the
Prospectus dated November 24, 1999 (the "Prospectus") and the accompanying
Letter of Transmittal enclosed herewith (which together constitute the "Exchange
Offer"), to exchange its 12 1/4% Series C Senior Subordinated Notes due 2004
(the "New Notes") for an equal principal amount of its 12 1/4% Series B Senior
Subordinated Notes due 2004 (the "Old Notes" and together with the New Notes,
the "Notes"). As set forth in the Prospectus, the terms of the New Notes are
identical in all material respects to the Old Notes, except that the New Notes
have been registered under the Securities Act of 1933, as amended, and therefore
will not bear legends restricting their transfer and will not contain certain
provisions providing for an increase in the interest rate on the Old Notes under
certain circumstances relating to the Registration Rights Agreement (as defined
in the Prospectus). Old Notes may be tendered only in integral multiples of
$1,000.
THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS.
SEE "THE EXCHANGE OFFER -- CONDITIONS" IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your
clients are copies of the following documents:
1. the Prospectus, dated November 24, 1999;
2. the Letter of Transmittal for your use and for the information of your
clients (facsimile copies of the Letter of Transmittal may be used to tender Old
Notes);
3. a form of letter which may be sent to your clients for whose accounts
you hold Old Notes registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. a return envelope addressed to United States Trust Company of New
York, the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 29, 1999, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR
WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE
AS QUICKLY AS POSSIBLE.
In all cases, exchanges of Old Notes accepted for exchange pursuant
to the Exchange Offer will be made only after timely receipt by the Exchange
Agent of (a) certificates representing such Old Notes, or a Book-Entry
Confirmation (as defined in the Prospectus), as the case may be, (b) the Letter
of Transmittal (or facsimile thereof), properly completed and duly executed, or
an Agent's Message (as defined in the Prospectus) and (c) any other required
documents.
Holders who wish to tender their Old Notes and (i) whose Old Notes
are not immediately available or (ii) who cannot deliver their Old Notes, the
Letter of Transmittal or an Agent's Message and any other documents required by
the Letter of Transmittal to the Exchange Agent prior to the Expiration Date
must tender their Old Notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Old Notes residing in any jurisdiction
in which the making of the Exchange Offer or the acceptance thereof would not be
in compliance with the laws of such jurisdiction.
The Company will not pay any fees or commissions to brokers, dealers
or other persons for soliciting exchanges of Notes pursuant to the Exchange
Offer. The Company will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Company will pay or cause to be paid any transfer
taxes payable on the transfer of Notes to it, except as otherwise provided in
Instruction 9 of the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange
Offer or for copies of the Prospectus and Letter of Transmittal may be directed
to the Exchange Agent at its address set forth in the Prospectus or at (212)
852-1000.
Very truly yours,
BERRY PLASTICS CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, OR ANY AFFILIATE
THEREOF, OR AUTHORIZE YOU OR
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ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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