SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) MAY 9, 2000
Commission File Number 33-75706
BERRY PLASTICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-1813706
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BPC HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-1814673
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY IOWA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 42-1382173
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY TRI-PLAS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 56-1949250
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY STERLING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1749681
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
AEROCON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-1948748
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
PACKERWARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 48-0759852
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY PLASTICS DESIGN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1689708
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
VENTURE PACKAGING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0368479
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
VENTURE PACKAGING MIDWEST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-1809003
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
VENTURE PACKAGING SOUTHEAST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 57-1029638
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
NIM HOLDINGS LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE N/A
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY PLASTICS U.K. LIMITED
(f/k/a Norwich Injection Moulders Limited)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES N/A
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
KNIGHT PLASTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-2056610
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
CPI HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-1820303
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
CARDINAL PACKAGING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1396561
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
NORWICH ACQUISITION LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES N/A
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
POLY-SEAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-0892112
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY PLASTICS ACQUISITION CORPORATION II
(f/k/a Berry Plastics Acquisition Corporation)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE N/A
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY PLASTICS ACQUISITION CORPORATION III
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE N/A
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
101 OAKLEY STREET
EVANSVILLE, INDIANA 47710
(Address of principal executive
offices including Zip Code)
(812) 424-2904
(Registrant's telephone number,
including area code)
ITEM 2.ACQUISITION OR DISPOSITION OF ASSETS.
On May 9, 2000, Berry Plastics Corporation (the "Registrant"), a Delaware corporation and wholly-owned
subsidiary of BPC Holding Corporation (the "Holding"), acquired (the "Acquisition") all of the
outstanding capital stock of Poly-Seal Corporation ("Poly-Seal") through a merger of Berry Plastics
Acquisition Corporation ("BPAC"), a wholly-owned subsidiary of Berry Plastics, with and into Poly-
Seal. Poly-Seal was the surviving corporation. Pursuant to the terms of the Agreement and Plan of
Merger, dated as of May 5, 2000 (the "Agreement"), among the Registrant, BPAC, Poly-Seal, and
certain shareholders of Poly-Seal, the aggregate consideration paid, including amounts required to
pay indebtedness, was $57.3 million, subject to adjustment. A copy of the Agreement is filed as
Exhibit 2.1 hereto, and such document is hereby incorporated by reference herein.
Pursuant to the Escrow Agreement dated as of May 9, 2000 (the "Escrow Agreement"), among the Registrant, Poly-
Seal, Michael C. Larned, Michael D. deMilt, certain shareholders of Poly-Seal and Old National Trust
Company, $1.2 million in cash is being held in escrow for an eighteen-month period to satisfy
certain indemnification obligations. At the end of the eighteen-month period, the remaining
balance, if any, will be paid to the shareholders of Poly-Seal. A copy of the Escrow Agreement is
filed as Exhibit 99.1 hereto, and such document is hereby incorporated by reference herein.
In order to finance a portion of the consideration delivered in connection with the Acquisition,
Holding issued, pursuant to a Preferred Stock and Warrant Purchase Agreement dated as of May 9, 2000
(the "Preferred Agreement") by and among Holding, Chase Venture Capital Associates, LLC ("CVCA") and
The Northwestern Mutual Life Insurance Company ("Northwestern"), 1,000,000 shares of Series A-1
Preferred Stock in a private placement (the "Preferred Placement") for an aggregate price of $25
million. In connection with the Preferred Placement, Holding issued warrants to purchase 25,997
shares of its Series B Non-Voting Common Stock. Holding also extended the expiration period of
currently outstanding warrants to purchase Series B Non-Voting Common Stock and Series B Voting
Common Stock held by CVCA and Northwestern to May 9, 2006. A copy of the Series A-1 Preferred
Agreement is filed as Exhibit 4.1 hereto, and such document is hereby incorporated by reference
herein.
The Registrant financed the remaining portion of the consideration delivered in connection with the
Acquisition through a new term loan under its credit facility with Banc of America N.A., which was
amended and restated.
Further details of the Acquisition are provided in a press release issued by the Registrant, which is filed as
Exhibit 99.2 hereto, and such document is hereby incorporated by reference herein.
ITEM 5. OTHER EVENTS.
The Registrant and its subsidiaries supplemented the Indentures dated July 6, 1999, August 24, 1998
and April 21, 1994 (collectively, the "Indentures") through a First Supplemental Indenture, a Third
Supplemental Indenture and a Ninth Supplemental Indenture, respectively (collectively the
"Supplemental Indentures"). Under the Supplemental Indentures, Poly-Seal and Berry Plastics
Acquisition Corporation III, a wholly owned subsidiary of the Registrant, entered into guarantees
under the Indentures. The Supplemental Indentures are filed as Exhibits 4.8, 4.9 and 4.10 hereto,
and such documents are hereby incorporated by reference herein.
ITEM 7.FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)and (b) The financial statements and pro forma financial information that are required to be
included herein are not so included, and such statements and information shall be filed not later
than August 2, 2000.
(c) Exhibits
EXHIBIT NO. REFERENCE
2.1 Merger Agreement dated as of May 5, 2000 among the Registrant, BPAC, Filed herewith
Poly-Seal, and certain shareholders of
Poly-Seal
4.1 Series A-1 Preferred Stock Purchase Agreement dated as of May 9, 2000 Filed herewith
among Holding, CVCA and Northwestern
4.2 Warrant No. CBNV-1 to purchase 15,599 shares of Series B Non-Voting Filed herewith
Common Stock issued to CVCA
4.3 Warrant No. CBNV-2 to purchase 10,398 shares of Series B Non-Voting Filed herewith
Common Stock issued to Northwestern
4.7 Amended and Restated Warrant No. 5 to purchase 5,623 shares of Class B Filed herewith
Voting Common Stock issued to CVCA
4.6 Amended and Restated Warrant No. 6 to purchase 17837 shares of Class B Filed herewith
Non-Voting Common Stock issued to CVCA
4.5 Amended and Restated Warrant No. 7 to purchase 3,749 shares of Series Filed herewith
B Voting Common Stock issued to
Northwestern
4.4 Amended and Restated Warrant No. 8 to purchase 11,891 shares of Series Filed herewith
B Non-Voting Common Stock issued to
Northwestern
4.8 First Supplemental Indenture to the Indenture dated July 6, 1999, as Filed herewith
supplemented, among Holding, the
Registrant, the subsidiaries of the
Registrant, and United States Trust
Company of New York, as trustee
4.9 Third Supplemental Indenture to the Indenture dated August 24, 1998, Filed herewith
as supplemented, among Holding, the
Registrant, the subsidiaries of the
Registrant, and United States Trust
Company of New York, as trustee
4.10 Ninth Supplemental Indenture to the Indenture dated April 21, 1994, as Filed herewith
supplemented, among Holding, the
Registrant, the subsidiaries of the
Registrant, and United States Trust
Company of New York, as trustee
99.1 Escrow Agreement dated as of May 9, 2000 among the Registrant, Poly- Filed herewith
Seal, Michael Larned, Michael D. deMilt,
certain Shareholders of Poly-Seal and Old
National Trust Company
99.2 Press release Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
BERRY PLASTICS CORPORATION
BPC HOLDING CORPORATION
BERRY IOWA CORPORATION
BERRY TRI-PLAS CORPORATION
BERRY STERLING CORPORATION
AEROCON, INC.
PACKERWARE CORPORATION
BERRY PLASTICS DESIGN COROPRATION
VENTURE PACKAGING, INC.
VENTURE PACKAGING MIDWEST, INC.
VENTURE PACKAGING SOUTHEAST, INC.
KNIGHT PLASTICS, INC.
CPI HOLDING CORPORATION
CARDINAL PACKAGING, INC.
POLY-SEAL CORPORATION
BERRY PLASTICS ACQUISITION CORPORATION II
BERRY PLASTICS ACQUISITION CORPORATION III
May __, 2000
By:/S/ JAMES M. KRATOCHVIL
James M. Kratochvil
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
of the entities listed above
(Principal Financial and Accounting Officer)
NIM HOLDING LIMITED
BERRY PLASTICS U.K. LIMITED
NORWICH ACQUISITION LIMITED
By:/S/ JAMES M. KRATOCHVIL
James M. Kratochvil
Director of the entities listed above
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Merger Agreement dated as of May 5, 2000 among the
Registrant, BPAC, Poly-Seal, and certain shareholders
of Poly-Seal
4.1 Series A-1 Preferred Stock Purchase Agreement dated as
of May 9, 2000 among Holding, CVCA and Northwestern
4.2 Warrant No. CBNV-1 to purchase 15,599 shares of Series
B Non-Voting Common Stock issued to CVCA
4.3 Warrant No. CBNV-2 to purchase 10,398 shares of Series
B Non-Voting Common Stock issued to Northwestern
4.4 Amended and Restated Warrant No. 5 to purchase 5,623
shares of Class B Voting Common Stock issued to CVCA
4.5 Amended and Restated Warrant No. 6 to purchase 17837
shares of Class B Non-Voting Common Stock issued to
CVCA
4.6 Amended and Restated Warrant No. 7 to purchase 3,749
shares of Series B Voting Common Stock issued to
Northwestern
4.7 Amended and Restated Warrant No. 8 to purchase 11,891
shares of Series B Non-Voting Common Stock issued to
Northwestern
4.8 First Supplemental Indenture to the Indenture dated
July 6, 1999, as supplemented, among Holding, the
Registrant, the subsidiaries of the Registrant, and
United States Trust Company of New York, as trustee
4.9 Third Supplemental Indenture to the Indenture dated
August 24, 1998, as supplemented, among Holding, the
Registrant, the subsidiaries of the Registrant, and
United States Trust Company of New York, as trustee
4.10 Ninth Supplemental Indenture to the Indenture dated
April 21, 1994, as supplemented, among Holding, the
Registrant, the subsidiaries of the Registrant, and
United States Trust Company of New York, as trustee
99.1 Escrow Agreement dated as of May 9, 2000 among the
Registrant, Poly-Seal, Michael Larned, Michael D.
deMilt, certain Shareholders of Poly-Seal and Old
National Trust Company
99.2 Press Release