As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-64599
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 5 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
<TABLE>
<S> <C> <C>
BERRY PLASTICS CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 35-1813706
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BPC HOLDING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 35-1814673
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BERRY IOWA CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 42-1382173
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BERRY TRI-PLAS CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 56-1949250
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BERRY STERLING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 54-1749681
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
AEROCON, INC.
(Exact name of registrant as specified in charter)
Delaware 3089 35-1948748
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
PACKERWARE CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BERRY PLASTICS DESIGN CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 62-1689708
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
VENTURE PACKAGING, INC.
(Exact name of registrant as specified in charter)
Delaware 3089 51-0368479
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
VENTURE PACKAGING MIDWEST, INC.
(Exact name of registrant as specified in charter)
Delaware 3089 34-1809003
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
VENTURE PACKAGING SOUTHEAST, INC.
(Exact name of registrant as specified in charter)
Delaware 3089 57-1029638
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
NIM HOLDINGS LIMITED
(Exact name of registrant as specified in charter)
England and Wales 3089 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
NORWICH INJECTION MOULDERS LIMITED
(Exact name of registrant as specified in charter)
England and Wales 3089 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
KNIGHT PLASTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 3089 35-2056610
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
_______________
CPI HOLDING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 34-1820303
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
CARDINAL PACKAGING, INC.
(Exact name of registrant as specified in charter)
Ohio 3089 34-1396561
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
NORWICH ACQUISITION LIMITED
(Exact name of registrant as specified in charter)
England and Wales 3089 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BERRY PLASTICS ACQUISITION CORPORATION
(Exact name of registrant as specified in charter)
Delaware 3089 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
101 Oakley Street
Evansville, Indiana 47710
(812) 424-2904
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
_______________
Martin R. Imbler
President and Chief Executive Officer
Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710
(812) 424-2904
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
_______________
WITH COPIES TO:
James M. Lurie, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICIALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
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NO DEALER, SALES PERSON OR ANY OTHER PERSON IS AUTHORIZED IN CONNECTION
WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
Available Information ........................... ii
Summary of Prospectus ........................... 1
Risk Factors .................................... 12
Company History ................................. 20
The Exchange Offer .............................. 22
Capitalization .................................. 30
Pro Forma Condensed Consolidated
Financial Statements ......................... 31
Selected Historical Financial Data .............. 35
Management's Discussion and Analysis
of Financial Condition and Results
of Operations ................................ 37
Business ........................................ 43
Management ...................................... 53
Principal Stockholders .......................... 60
Certain Transactions ............................ 62
Description of Certain Indebtedness ............. 66
Description of Notes ............................ 69
Material Federal Income Tax
Considerations ............................... 90
Plan of Distribution ............................ 94
Legal Matters ................................... 94
Experts ......................................... 95
Index to Financial Statements ................... F-1
$25,000,000
BERRY PLASTICS CORPORATION
12 1/4% SERIES C SENIOR SUBORDINATED NOTES
DUE 2004
-----------------
PROSPECTUS
-----------------
DECEMBER 7, 1999
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate or Articles of Incorporation of the Company and each of
the Guarantors (except Norwich), in each case as amended, provide that the
Company and the Guarantors shall indemnify their respective directors to the
fullest extent permitted under the DGCL, Kansas General Corporation Code, Ohio
General Corporation Law, South Carolina Business Corporation Act and the laws of
England and Wales (collectively, the "Corporation Law"), as applicable.
The Corporation Law provides for indemnification by the Company and each
of the Guarantors of their respective directors and officers. In addition, the
By-laws of each of the Company and each Guarantor require the respective company
to indemnify its current or former directors and officers to the fullest extent
permitted by the applicable Corporation Law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
2.1 Asset Purchase Agreement dated February 12, 1992, among the Company,
Berry Iowa, Berry Carolina, Inc., Genpak Corporation, a New York
corporation, and Innopac International Inc., a public Canadian
corporation (filed as Exhibit 10.1 to the Registration Statement on
Form S-1 filed on February 24, 1994 (Registration No. 33-75706) (the
"Form S-1") and incorporated herein by reference)
2.2 Asset Purchase Agreement dated December 24, 1994, between the Company
and Berry Plastics, Inc. (filed as Exhibit 10.2 to the Form S-1 and
incorporated herein by reference)
2.3 Asset Purchase Agreement dated March 1, 1995, among Berry Sterling,
Sterling Products, Inc. and the stockholders of Sterling Products,
Inc. (filed as Exhibit 2.3 to the Annual Report on Form 10-K filed on
March 31, 1995 (the "1994 Form 10-K") and incorporated herein by
reference)
2.4 Asset Purchase Agreement dated December 21, 1995, among Berry
Tri-Plas, Tri-Plas, Inc. and Frank C. DeVore (filed as Exhibit 2.4 to
the Annual Report on Form 10-K filed on March 28, 1996 (the "1995
Form 10-K") and incorporated herein by reference)
2.5 Asset Purchase Agreement dated January 23, 1996, between the Company
and Alpha Products, Inc. (filed as Exhibit 2.5 to the 1995 Form 10-K
and incorporated herein by reference)
2.6 Stock Purchase and Recapitalization Agreement dated as of June 12,
1996, by and among Holding, BPC Mergerco, Inc. ("Mergerco") and the
other parties thereto (filed as Exhibit 2.1 to the Current Report on
Form 8-K filed on July 3, 1996 (the "Form 8-K") and incorporated
herein by reference)
2.7 Preferred Stock and Warrant Purchase Agreement dated as of June 12,
1996, by and among Holding, Mergerco, Chase Venture Capital
Associates, L.P. ("CVCA") and The Northwestern Mutual Life Insurance
Company ("Northwestern") (filed as Exhibit 2.2 to the Form 8-K and
incorporated herein by reference)
2.8 Agreement and Plan of Merger dated as of June 18, 1996, by and
between Holding and Mergerco (filed as Exhibit 2.3 to the Form 8-K
and incorporated herein by reference)
II-1
<PAGE>
2.9 Certificate of Merger of Mergerco with and into Holding, dated as of
June 18, 1996 (filed as Exhibit 2.9 to the Registration Statement on
Form S-4 filed on July 17, 1996 (Registration No. 333-08313) (the
"1996 Form S-4") and incorporated herein by reference)
2.10 Agreement and Plan of Reorganization dated as of January 14, 1997
(the "PackerWare Reorganization Agreement"), among the Company,
PackerWare Acquisition Corporation, PackerWare Corporation and the
shareholders of PackerWare (filed as Exhibit 2.1 to the Current
Report on Form 8-K filed on February 4, 1997 (the "1997 8-K") and
incorporated herein by reference)
2.11 Amendment to the PackerWare Reorganization Agreement dated as of
January 20, 1997 (filed as Exhibit 2.2 to the 1997 8-K and
incorporated herein by reference)
2.12 Asset Purchase Agreement dated as of January 17, 1997, among the
Company, Container Industries and the shareholders of Container
Industries (filed as Exhibit 2.12 to the Annual Report on Form 10-K
for the fiscal year ended December 28, 1996 (the "1996 Form 10-K")
and incorporated herein by reference)
2.13 Agreement and Plan of Reorganization dated as of January 14, 1997, as
amended on January 20, 1997, among the Company, PackerWare
Acquisition Corporation, PackerWare Corporation and the Shareholders
of PackerWare Corporation (filed as Exhibits 2.1 and 2.2 to the
Current Report on Form 8-K filed February 3, 1997 and incorporated
herein by reference)
2.14 Asset Purchase Agreement dated May 13, 1997, among the Company, Berry
Design, Virginia Design Packaging Corp. and the shareholders of
Virginia Design Packaging Corp. (filed as Exhibit 2.14 to the Annual
Report on Form 10-K for the fiscal year ended December 27, 1997 (the
"1997 Form 10-K") and incorporated herein by reference)
**2.15 Agreement for the Sale and Purchase of the Entire Issued Share
Capital of Norwich Injection Moulders Limited dated July 2, 1998,
among the Company, NIM Holdings Limited and the persons listed on
Schedule 1 thereto
2.16 Stock Purchase Agreement dated June 18, 1999 among the Company, CPI
Holding, Cardinal and the Shareholders of CPI Holding (filed as
Exhibit 2.1 to the Current Report on Form 8-K filed on July 21, 1999
and incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation of Holding (filed
as Exhibit 3.1 to the 1996 Form S-4 and incorporated herein by
reference)
3.2 By-laws of Holding (filed as Exhibit 3.2 to the Form S-1 and
incorporated herein by reference)
3.3 Certificate of Incorporation of the Company (filed as Exhibit 3.3 to
the Form S-1 and incorporated herein by reference)
3.4 By-laws of the Company (filed as Exhibit 3.4 to the Form S-1 and
incorporated herein by reference)
3.5 Certificate of Incorporation of Berry Iowa (filed as Exhibit 3.5 to
the Form S-1 and incorporated herein by reference)
3.6 By-laws of Berry Iowa (filed as Exhibit 3.6 to the Form S-1 and
incorporated herein by reference)
3.7 Certificate of Incorporation of Berry Tri-Plas (filed as Exhibit 3.7
to the Form S-1 and incorporated herein by reference)
3.8 By-laws of Berry Tri-Plas (filed as Exhibit 3.8 to the Form S-1 and
incorporated herein by reference)
3.9 Certificate of Amendment to the Certificate of Incorporation of Berry
Tri-Plas (filed as Exhibit 3.9 to the 1996 Form 10-K and incorporated
herein by reference)
II-2
<PAGE>
3.10 Certificate of Designation, Preferences, and Rights of Series B
Cumulative Preferred Stock of Holding (filed as Exhibit 3.10 to the
1997 Form 10-K and incorporated herein by reference)
**3.11 Certificate of Incorporation of Berry Sterling
**3.12 By-laws of Berry Sterling
**3.13 Certificate of Incorporation of AeroCon
**3.14 By-laws of AeroCon
**3.15 Articles of Incorporation of PackerWare
**3.16 By-laws of PackerWare
**3.17 Certificate of Incorporation of Berry Design
**3.18 By-laws of Berry Design
**3.19 Certificate of Incorporation of Venture Holdings
**3.20 By-laws of Venture Holdings
**3.21 Articles of Incorporation of Venture Midwest
**3.22 By-laws of Venture Midwest
**3.23 Articles of Incorporation for Venture Southeast
**3.24 By-laws of Venture Southeast
**3.25 Memorandum of Association of NIM Holdings
**3.26 Articles of Association of NIM Holdings
**3.27 Memorandum of Association of Norwich
**3.28 Articles of Association of Norwich
**3.29 Certificate of Incorporation of Knight Plastics
**3.30 By-laws of Knight Plastics
**3.31 Certificate of Incorporation of CPI Holding Corporation
**3.32 By-laws of CPI Holding Corporation
**3.33 Certificate of Incorporation of Cardinal Packaging, Inc.
**3.34 Code of Regulations of Cardinal Packaging, Inc.
**3.35 Memorandum of Association of Norwich Acquisition Limited
**3.36 Articles of Association of Norwich Acquisition Limited
II-3
<PAGE>
**3.37 Certificate of Incorporation of Berry Plastics Acquisitions
Corporation
**3.38 By-laws of Berry Plastics Acquisition Corporation
4.1 Indenture between the Company and United States Trust Company of New
York, as Trustee dated April 21, 1994 (filed as Exhibit 4.1 to the
Registration Statement filed on Form S-4 (Registration file number
333-85739) on August 20, 1999 and incorporated herein by reference)
4.2 Warrant Agreement between Holding and United States Trust Company of
New York, as Warrant Agent (filed as Exhibit 4.2 to the Form S-1 and
incorporated herein by reference)
4.3 Indenture dated as of June 18, 1996, between Holding and First Trust
of New York, National Association, as Trustee (the "Trustee"),
relating to Holding's Series A and Series B 12.5% Senior Secured
Notes Due 2006 (filed as Exhibit 4.3 to the 1996 Form S-4 and
incorporated herein by reference)
4.4 Pledge, Escrow and Disbursement Agreement dated as of June 18, 1996,
by and among Holding, the Trustee and First Trust of New York,
National Association, as Escrow Agent (filed as Exhibit 4.4 to the
1996 Form S-4 and incorporated herein by reference)
4.5 Holding Pledge and Security Agreement dated as of June 18, 1996,
between Holding and First Trust of New York, National Association, as
Collateral Agent (filed as Exhibit 4.5 to the 1996 Form S-4 and
incorporated herein by reference)
4.6 Registration Rights Agreement dated as of June 18, 1996, by and among
Holding and DLJ (filed as Exhibit 4.6 to the 1996 Form S-4 and
incorporated herein by reference)
4.7 BPC Holding Corporation 1996 Stock Option Plan (filed as Exhibit 4.7
to the 1996 Form 10-K and incorporated herein by reference)
4.8 Form of Nontransferable Performance-Based Incentive Stock Option
Agreement (filed as Exhibit 4.7 to the 1996 Form 10-K and
incorporated herein by reference)
**4.9 Indenture dated as of August 24, 1998 among the Company, the
Guarantors and United States Trust Company of New York, as trustee
**4.10 Registration Rights Agreement dated as of August 24, 1998 by and
among the Company, the Guarantors and DLJ
4.11 Indenture dated as of July 6, 1999 among the Company, the Guarantors
and United States Trust Company of New York , as trustee (filed as
Exhibit 10.27 of the S-4 of the Company filed on August 20, 1999
(Registration No. 333-85739) and incorporated herein by reference).
4.12 Registration Rights Agreement dated as of July 6, 1999 by and among
the Company, the Guarantors, DLJ and Chase Securities, Inc. (filed as
Exhibit 10.28 to the S-4 of the Company filed on August 20, 1999
(Registration No. 333-85739) and incorporated herein by reference).
**5 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of
such firm) regarding the legality of the securities being offered
*8 Opinion of O'Sullivan Graev & Karabell, LLP regarding the material
United States Federal income tax consequences to the holders of the
securities being offered
**10.1 Second Amended and Restated Financing and Security Agreement dated as
of July 2, 1998, as amended, by and among the Company, NIM Holdings,
Norwich, Fleet Capital Corporation, General Electric Capital
Corporation, Heller Financial, Inc. and NationsBank, N.A.
II-4
<PAGE>
10.2 Employment Agreement dated December 24, 1990, as amended, between the
Company and Martin R. Imbler ("Imbler") (filed as Exhibit 10.9 to the
Form S-1 and incorporated herein by reference)
10.3 Amendment to Imbler Employment Agreement dated November 30, 1995
(filed as Exhibit 10.6 to the 1995 Form 10-K and incorporated herein
by reference)
10.4 Amendment to Imbler Employment Agreement dated June 30, 1996 (filed
as Exhibit 10.4 to the 1996 Form S-4 and incorporated herein by
reference)
10.5 Employment Agreement dated December 24, 1990, as amended, between the
Company and R. Brent Beeler ("Beeler") (filed as Exhibit 10.10 to the
Form S-1 and incorporated herein by reference)
10.6 Amendment to Beeler Employment Agreement dated November 30, 1995
(filed as Exhibit 10.8 to the 1995 Form 10-K and incorporated herein
by reference)
10.7 Amendment to Beeler Employment Agreement dated June 30, 1996 (filed
as Exhibit 10.7 to the 1996 Form S-4 and incorporated herein by
reference)
10.8 Employment Agreement dated December 24, 1990, as amended, between the
Company and James M. Kratochvil ("Kratochvil") (filed as Exhibit
10.12 to the Form S-1 and incorporated herein by reference)
10.9 Amendment to Kratochvil Employment Agreement dated November 30, 1995
(filed as Exhibit 10.12 to the 1995 Form 10-K and incorporated herein
by reference)
10.10 Amendment to Kratochvil Employment Agreement dated June 30, 1996
(filed as Exhibit 10.13 to the 1996 Form S-4 and incorporated herein
by reference)
10.11 Employment Agreement dated as of January 1, 1993, between the Company
and Ira G. Boots ("Boots") (filed as Exhibit 10.13 to the Form S-1
and incorporated herein by reference)
10.12 Amendment to Boots Employment Agreement dated November 30, 1995
(filed as Exhibit 10.14 to the 1995 Form 10-K and incorporated herein
by reference)
10.13 Amendment to Boots Employment Agreement dated June 30, 1996 (filed as
Exhibit 10.16 to the 1996 Form S-4 and incorporated herein by
reference)
10.14 Financing Agreement dated as of April 1, 1991, between the City of
Henderson, Nevada Public Improvement Trust and the Company (including
exhibits) (filed as Exhibit 10.17 to the Form S-1 and incorporated
herein by reference)
**10.15 Letter of Credit of NationsBank, N.A. dated April 16, 1997
10.16 Purchase Agreement dated as of June 12, 1996, between Holding and DLJ
relating to the 12.5% Senior Secured Notes due 2006 (filed as Exhibit
10.22 to the 1996 Form S-4 and incorporated herein by reference)
10.17 Stockholders Agreement dated as of June 18, 1996, among Holding,
Atlantic Equity Partners International II, L.P., CVCA and the other
parties thereto (filed as Exhibit 10.23 to the 1996 Form S-4 and
incorporated herein by reference)
10.18 Warrant to purchase Class B Common Stock of Holding dated June 18,
1996, issued to CVCA (Warrant No. 1) (filed as Exhibit 10.24 to the
1996 Form S-4 and incorporated herein by reference)
10.19 Warrant to purchase Class B Common Stock of Holding dated June 18,
1996, issued to CVCA (Warrant No. 2) (filed as Exhibit 10.25 to the
1996 Form S-4 and incorporated herein by reference)
II-5
<PAGE>
10.20 Warrant to purchase Class B Common Stock of Holding dated June 18,
1996, issued to The Northwestern Mutual Life Insurance Company
(Warrant No. 3) (filed as Exhibit 10.26 to the 1996 Form S-4 and
incorporated herein by reference)
10.21 Warrant to purchase Class B Common Stock of Holding dated June 18,
1996, issued to The Northwestern Mutual Life Insurance Company
(Warrant No. 4) (filed as Exhibit 10.27 to the 1996 Form S-4 and
incorporated herein by reference)
10.22 Amended and Restated Stockholders Agreement dated June 18, 1996,
among Holding and certain stockholders of Holding (filed as Exhibit
10.28 to the 1996 Form S-4 and incorporated herein by reference)
10.23 Second Amended and Restated Management Agreement dated June 18, 1996,
between First Atlantic Capital, Ltd. and the Company (filed as
Exhibit 10.29 to the 1996 Form S-4 and incorporated herein by
reference)
10.24 Warrant to purchase Class B Non-Voting Common Stock of BPC Holding
Corporation, dated August 29, 1997, issued to Willard J. Rathbun
(filed as Exhibit 10.30 to the 1997 Form 10-K and incorporated herein
by reference)
10.25 Warrant to purchase Class B Non-Voting Common Stock of BPC Holding
Corporation, dated August 29, 1997, issued to Craig Rathbun (filed as
Exhibit 10.31 to the 1997 Form 10-K and incorporated herein by
reference)
**10.26 Purchase Agreement dated August 19, 1998 among the Company, the
Guarantors and DLJ
**10.27 Purchase Agreement dated July 6, 1999 among the Company, the
Guarantors, DLJ and Chase Securities Inc.
**21 List of Subsidiaries
**23.1 Consent of O'Sullivan Graev & Karabell, LLP (included as part of its
opinion filed as Exhibit 5 hereto)
**23.2 Consent of Ernst & Young LLP, independent auditors
**23.3 Consent of Deloitte & Touche LLP, independent auditors
**23.4 Consent of Lovewell Blake, independent auditors
**24 Powers of Attorney
**25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of United States Trust Company of New York, as
Trustee (separately bound)
**27 Financial Data Schedule
**99.1 Form of Letter of Transmittal
**99.2 Form of Notice of Guaranteed Delivery
**99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
**99.4 Form of Letter to Clients
- ----------
* Filed herewith.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 7th day of
December, 1999.
BERRY PLASTICS CORPORATION
By:/S/ MARTIN R.IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to the Registration Statement has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
*
_______________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
_______________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive Officer)
*
_______________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
_______________________________ Director December 7, 1999
Ira G. Boots
*
_______________________________ Director December 7, 1999
David M. Clarke
*
_______________________________ Director December 7, 1999
Lawrence G. Graev
*
_______________________________ Director December 7, 1999
Joseph S. Levy
II-7
<PAGE>
*
_______________________________ Director December 7, 1999
Donald J. Hofmann
*
_______________________________ Director December 7, 1999
Mathew J. Lori
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 7th day of
December, 1999.
BPC HOLDING CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President and Director December 7, 1999
Martin R. Imbler (Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
David M. Clarke
*
___________________________ Director December 7, 1999
Lawrence G. Gracy
*
___________________________ Director December 7, 1999
Doanld J. Hofmann
*
___________________________ Director December 7, 1999
Joseph S. Levy
II-9
<PAGE>
*
___________________________ Director December 7, 1999
Matthew J. Lori
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorne-in-fact
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
BERRY IOWA CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
BERRY TRI-PLAS CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
BERRY STERLING CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
AEROCON, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Chairman of the
Board of Directors December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
PACKERWARE CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
BERRY PLASTICS DESIGN CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
VENTURE PACKAGING, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
VENTURE PACKAGING MIDWEST, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
VENTURE PACKAGING SOUTHEAST, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Martin R. Imbler Officer and Director December 7, 1999
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
NIM HOLDINGS LIMITED
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of
Martin R. Imbler Directors (Principal December 7, 1999
(Principal Executive Officer)
*
___________________________ Director (Principal December 7, 1999
James M. Kratochvil Financial and
Accounting Officer)
*
___________________________ Sales and Marketing
Trevor D. Johnson Director December 7, 1999
*
___________________________ Managing Director December 7, 1999
Alan R. Sandell
*
___________________________ Director December 7, 1999
Ira G. Boots
*
___________________________ Director December 7, 1999
Graham Edwards
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
NORWICH INJECTION MOULDERS LIMITED
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Martin R. Imbler Directors (Principal
Executive Officer)
*
___________________________ Director (Principal December 7, 1999
James M. Kratochvil Financial and Accounting
Officer)
*
___________________________ Sales and Marketing December 7, 1999
Trevor D. Johnson Director
*
___________________________ Managing Director December 7, 1999
Alan R. Sandell
*
___________________________ Director December 7, 1999
Ira G. Boots
*
___________________________ Director December 7, 1999
Graham Edwards
*
___________________________ Director December 7, 1999
Douglas Bell
*
___________________________ Director December 7, 1999
Steven Cassidy
*
___________________________ Director December 7, 1999
Adrian Atkins
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
KNIGHT PLASTICS, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive
Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
CPI HOLDING CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
CARDINAL PACKAGING, INC.
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive December 7, 1999
Martin R. Imbler Officer and Director
(Principal Executive Officer)
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
NORWICH ACQUISITION LIMITED
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Martin R. Imbler Directors (Principal
Executive Officer)
*
___________________________ Director (Principal December 7, 1999
James M. Kratochvil Financial and Accounting
Officer)
*
___________________________ Sales and Marketing December 7, 1999
Trevor D. Johnson Director
*
___________________________ Managing Director December 7, 1999
Alan R. Sandell
*
___________________________ Director December 7, 1999
Ira G. Boots
*
___________________________ Director December 7, 1999
Graham Edwards
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
7th day of December, 1999.
BERRY PLASTICS ACQUISITION CORPORATION
By: /s/ MARTIN R. IMBLER
Martin R. Imbler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
*
___________________________ Chairman of the Board of December 7, 1999
Roberto Buaron Directors
*
___________________________ President, Chief Executive
Officer and Director
Martin R. Imbler (Principal Executive Officer) December 7, 1999
*
___________________________ Executive Vice President, December 7, 1999
James M. Kratochvil Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
*
___________________________ Director December 7, 1999
Joseph S. Levy
*By: /s/ JAMES M. KRATOCHVIL
James M. Kratochvil
Attorney-in-fact
II-26
EXHIBIT 8
December 6, 1999
Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710
BERRY PLASTICS CORPORATION
12 1/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2004
Dear Sirs:
We have acted as counsel for Berry Plastics Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-4, as amended (File No.
333-64599) (the "Registration Statement"), under the Securities Act of 1933, as
amended. All capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Registration Statement.
In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
rendering the opinions set forth in the Registration Statement. As to certain
questions of fact material to such opinions, we have relied upon certificates or
statements of officers of the Company and certificates of public officials. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified or photostatic
copies.
Based upon and subject to the foregoing, and subject to the
qualifications and limitations and factual assumptions set forth therein, we
confirm that the discussion in the Registration Statement entitled "MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS" constitutes our opinion of the material
Federal income tax considerations relevant to the exchange of Old Notes for New
Notes pursuant to the Exchange Offer and to the ownership of the New Notes.
We know that we are referred to under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name in said Registration Statement and to the use of
this letter for filing with said Registration Statement as Exhibit 8 thereto.
Very truly yours,
/s/ O'SULLIVAN GRAEV & KARABELL, LLP
