SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________________
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, New York (Zip Code)
(Address of principal
executive offices)
__________________________
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.)
__________________________
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.)
__________________________
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.)
__________________________
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.)
__________________________
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.)
__________________________
Packerware Corporation
(Exact name of OBLIGOR as specified in its charter)
Kansas 48-0759852
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2
__________________________
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.)
__________________________
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.)
__________________________
Venture Packaging Midwest, Inc.
(Exact name of OBLIGOR as specified in its charter)
Ohio 34-1809003
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
__________________________
Venture Packaging Southeast, Inc.
(Exact name of OBLIGOR as specified in its charter)
South Carolina 57-1029638
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
__________________________
NIM Holdings Limited
(Exact name of OBLIGOR as specified in its charter)
England and Wales Pending
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
3
__________________________
Norwich Injection Moulders Limited
(Exact name of OBLIGOR as specified in its charter)
England and Wales Pending
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
__________________________
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.)
101 Oakley Street 47710
Evansville, Indiana (Zip code)
(Address of principal executive offices)
__________________________
12 1/4% 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
and Knight Plastics, Inc. 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 October 19, 1998, 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.
__________________
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 19th day
of October 1998.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By:
Cynthia Chaney
Assistant Vice President
CC/kk (rv:pg)
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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
/S/GERARD F. GANEY
By: Gerard F. Ganey
Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1998
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 99,322
Short-Term Investments 171,315
Securities, Available for Sale 626,426
Loans 1,857,795
Less: Allowance for Credit Losses 16,708
Net Loans 1,841,087
Premises and Equipment 59,304
Other Assets 122,476
Total Assets $2,919,930
LIABILITIES
Deposits:
Non-Interest Bearing $ 648,072
Interest Bearing 1,646,049
Total Deposits 2,294,121
Short-Term Credit Facilities 306,807
Accounts Payable and Accrued Liabilities 144,419
TOTAL LIABILITIES $2,745,347
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 107,703
Unrealized Gains on Securities
Available for Sale (Net of Taxes) 2,344
TOTAL STOCKHOLDER'S EQUITY 174,583
Total Liabilities and
Stockholder's Equity $2,919,930
I, Richard E. Brinkmann, Senior Vice President & 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, SVP & Controller
July 31, 1998
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