SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO 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) JULY 2, 1998
<TABLE>
<CAPTION>
Berry Plastics Corporation
<S> <C> <C>
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 33-75706 35-1813706
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
101 Oakley Street
Evansville, Indiana 47710
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code (812) 424-2904
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its amended Current Report on Form 8-
K/A, Date of Report July 2, 1998, and filed September 15, 1998, as set forth in
the pages attached hereto:
ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION
Pro Forma Unaudited Condensed Consolidated Financial Statements of BPC
Holding Corporation:
Pro Forma Unaudited Condensed Consolidated Balance Sheet as of June
27, 1998
Notes to Pro Forma Unaudited Condensed Consolidated Balance Sheet as
of June 27, 1998
Pro Forma Unaudited Condensed Consolidated Statement of Operations
for the year ended December 27, 1997
Notes to Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the year ended December 27, 1997
Pro Forma Unaudited Condensed Consolidated Statement of Operations
for the six months ended June 27, 1998
Notes to Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the six months ended June 27, 1998
Unaudited Pro Forma Financial Information of Berry Plastics
Corporation
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BERRY PLASTICS CORPORATION
By: /s/James M. Kratochvil
James M. Kratochvil
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Dated: March 18, 1999
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
The following unaudited pro forma condensed consolidated balance sheet and pro
forma condensed consolidated statements of operations (collectively, the "Pro
Forma Statements") give effect to the purchase of the outstanding common stock
of Norwich Injection Moulders Limited ("Norwich") and Venture Packaging, Inc.
("Venture Packaging") by Berry Plastics Corporation ("Berry"). Berry is a
wholly owned subsidiary of BPC Holding Corporation ("Holding").
The pro forma information is based on the historical consolidated financial
statements of Holding, the historical financial statements of Norwich and the
historical financial statements of Venture Packaging, giving effect to the
acquisitions using the purchase method of accounting and the assumptions and
adjustments in the accompanying notes to the pro forma condensed consolidated
financial statements. The pro forma condensed balance sheet gives effect to
the acquisitions as if they had occurred on June 27, 1998 and the condensed
statements of operations give effect to the acquisitions as if they had
occurred on December 29, 1996. There are no pro forma condensed balance sheet
adjustments as of June 27, 1998 for the acquisition of Venture Packaging as
these adjustments are reflected in Holding's historical balances as of June 27,
1998. There are no pro forma condensed consolidated statement of operations
adjustments for the six months ended June 27, 1998 for the acquisition of
Venture Packaging as the operations of Venture Packaging are included in
Holding's historical balances for the six months ended June 27, 1998.
The Pro Forma Statements do not purport to represent what Holding's
consolidated financial position or results of operations would actually have
been if such transactions had in fact occurred on such dates or to project
Holding's consolidated financial position or results of operations for any
future date or period. The pro forma adjustments are based upon available
information and upon assumptions that Holding believes to be reasonable. The
Pro Forma Statements and accompanying notes should be read in conjunction with
the historical consolidated financial statements and related notes of Holding
included within its Annual Report on Form 10-K for the year ended December 27,
1997, with the audited consolidated financial statements and related notes of
Norwich for the years ended October 31, 1997 and 1996 and the unaudited
consolidated financial statements as of July 2, 1998 and for the period from
November 1, 1997 to July 2, 1998 included in Form 8-K/A filed on September 15,
1998, and with Form 8-K/A filed on November 14, 1997 which provides similar
information related to the acquisition of Venture Packaging.
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 27, 1998
HOLDING NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,680 $ 1,374 $ (670) (d) $ 3,384
Accounts receivable 33,951 3,232 - 37,183
Inventories 27,508 457 - 27,965
Other current assets 2,465 97 - 2,562
--------- --------- --------- ----------
Total current assets 66,604 5,160 (670) 71,094
Assets held in trust 13,345 - - 13,345
Property and equipment, net 105,260 6,659 (1,428) (b) 110,491
Intangible assets, net 43,080 712 10,334 (b) 54,126
Other assets 2,882 - 637 (c) 3,519
--------- --------- --------- ----------
Total assets $231,171 $12,531 $8,873 $252,575
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $15,746 $2,543 $ (25) (d) $ 18,264
Accrued expenses 7,536 714 42 (a) 8,292
Accrued interest 3,525 - - 3,525
Employee compensation and payroll taxes 8,569 64 - 8,633
Income taxes 152 - - 152
Current portion of long-term debt 12,313 - 913 (e) 13,226
--------- --------- --------- ----------
Total current liabilities 47,841 3,321 930 52,092
Long-term debt:
Holding 12.50% Senior Secured Notes 105,000 - - 105,000
Berry 12.25% Senior Subordinated Notes 100,000 - - 100,000
Term loans 45,605 1,216 (1,216) (d) 59,788
14,183 (e)
Industrial Revenue Bonds 15,111 - - 15,111
Revolving line of credit 22,187 - 842 (e) 23,029
Capital lease obligation 147 419 - 566
Debt discount (508) - - (508)
--------- --------- --------- ----------
Total long-term debt 287,542 1,635 13,809 302,986
Accrued dividends on preferred stock 5,457 - - 5,457
Other liabilities 2,894 669 168 (a) 4,603
502 (a)
370 (c)
--------- --------- --------- ----------
Total liabilities 343,734 5,625 15,779 365,138
Stockholders' equity (deficit):
Common stock and additional paid-in capital 47,451 1 (1) (f) 47,451
Preferred stock 16,655 - - 16,655
Treasury stock (81) - - (81)
Warrants 3,511 - - 3,511
Retained earnings (deficit) (180,099) 6,905 (6,905) (f) (180,099)
--------- --------- --------- ----------
Total stockholders' equity (deficit) (112,563) 6,906 (6,906) (112,563)
--------- --------- --------- ----------
Total liabilities and stockholders $231,171 $12,531 $ 8,873 $252,575
equity(deficit)
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC HOLDING CORPORATION
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
The historical balance sheet presented for Holding is as of June 27, 1998,
and the historical balance sheet presented for Norwich is as of July 2, 1998.
The following adjustments reflect the acquisition of the common stock of
Norwich and the repayment of the outstanding debt of Norwich on a pro forma
basis using proceeds from additional borrowings under Berry's credit
facility. The pro forma allocations to the assets acquired and liabilities
assumed have been made using estimates by management. The cost in excess of
net assets acquired will be amortized by the straight-line method over a
period of 15 years.
<TABLE>
<CAPTION>
(a) Adjustments of certain assets and liabilities purchased:
<S> <C>
Reserve for pension, net of current portion $(168)
Reserve for pension, current portion (42)
Deferred income taxes on adjustments to certain assets and liabilities purchased (502)
------
$(712)
(b) Adjustments for assumed fair values of assets and liabilities of Norwich:
Reduction of property and equipment to estimated fair value $(1,428)
Allocation of excess of purchase price over net assets acquired to intangible assets 10,334
------
$8,906
(c) Other assets and liabilities resulting from purchase:
Debt origination fees $637
Accrued closing costs (370)
------
$ 267
(d) Repayment of Norwich debt:
Cash $(670)
Accounts payable 25
Term loans 1,216
------
$ 571
(e) Borrowings for payment of purchase price and transaction costs:
Proceeds from term loans, net of current portion $(14,183)
Proceeds from revolving line of credit (842)
Current portion of term loan borrowing (913)
------
$(15,938)
(f) Elimination of Norwich's stockholders' equity:
Common stock and additional paid-in capital $ (1)
Retained earnings (6,905)
------
$(6,906)
</TABLE>
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION> FISCAL 1997
HOLDING VENTURE NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 226,953 $ 32,440 $ 13,405 $ - $ 272,798
Cost of goods sold 180,249 27,935 10,611 - 218,795
--------- --------- --------- ---------- ----------
Gross margin 46,704 4,505 2,794 - 54,003
Operating expenses 30,505 4,065 885 609 (a) 36,674
610 (c)
--------- --------- --------- ---------- ----------
Operating income 16,199 440 1,909 (1,219) 17,329
Interest expense, net 30,246 900 137 2,068 (b) 34,736
1,385 (d)
Other income (expense) (226) 29 - - (197)
--------- --------- --------- ---------- ----------
Income (loss) before income (14,273) (431) 1,772 (4,672) (17,604)
taxes
Income tax expense (benefit) 138 (127) 530 (114) (e) 427
--------- --------- --------- ---------- ----------
Net income (loss) (14,411) (304) 1,242 (4,558) (18,031)
Preferred stock dividends (2,558) - - - (2,558)
--------- --------- --------- ---------- ----------
Net income (loss)attributable
to common shareholders $(16,969) $ (304) $ 1,242 $(4,558) $ (20,589)
--------- --------- --------- ---------- ----------
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC HOLDING CORPORATION
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 27, 1997
The historical consolidated statement of operations presented for Holding
is for its fiscal year ended December 27, 1997,and the historical statement
of operations presented for Venture Packaging is for the period from
December 29, 1996 to August 29, 1997, and the historical statement of
operations presented for Norwich is for the period from January 1, 1997 to
December 31, 1997.
<TABLE>
<CAPTION>
VENTURE PACKAGING ADJUSTMENTS
<S> <C>
(a) Adjustments to operating expenses:
Increase in amortization due to increase in cost in excess of net assets acquired $ 609
----------
(b) Adjustments to interest expense:
Additional interest incurred on borrowing for Venture acquisition $ 2,068
----------
</TABLE>
NORWICH ADJUSTMENTS
<TABLE>
<CAPTION>
<S> <C>
(c) Adjustment to operating expenses:
Increase in amortization due to increase in cost in excess of net assets acquired $ 610
----------
(d) Adjustment to interest expense:
Additional interest incurred on borrowing for Norwich acquisition $1,385
----------
(e) Adjustment to income tax expense:
Reduction in U.K. tax expense due to the additional indebtedness ($114)
----------
</TABLE>
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 27, 1998
HOLDING NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 136,317 $ 6,861 $ - $ 143,178
Cost of goods sold 100,016 5,078 - 105,094
--------- --------- --------- ----------
Gross margin 36,301 1,783 - 38,084
Operating expenses 20,725 791 176 (a) 21,692
--------- --------- --------- ----------
Operating income 15,576 992 (176) 16,392
Interest expense, net 16,866 59 624 (b) 17,549
Other expenses 430 - - 430
--------- --------- --------- ----------
Income (loss) before income (1,720) 933 (800) (1,587)
taxes
Income tax expense (benefit) 26 289 (249) (c) 66
--------- --------- --------- ----------
Net income (loss) (1,746) 644 (551) (1,653)
Preferred stock dividends (1,783) - - (1,783)
--------- --------- --------- ----------
Net income (loss) attributable
to common shareholders $ (3,529) $ 644 $ (551) $ (3,436)
--------- --------- --------- ----------
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC Holding Corporation
Notes to Pro Forma Unaudited Condensed
Consolidated Statement of Operations
(Dollars in thousands)
SIX MONTHS ENDED JUNE 27, 1998
The historical consolidated statement of operations presented for
Holding is for its six months ended June 27, 1998 and the historical statement
of operations presented for Norwich is for the six months ended June 30, 1998.
<TABLE>
<CAPTION>
(a) Adjustments to operating expenses:
<S> <C>
Increase in amortization due to increase in cost in excess of net assets acquired $ 305
Elimination of expenses incurred by Norwich related to the sale of the company (129)
------
Net increase in operating expenses $ 176
(b) Adjustment to interest expense:
Additional interest incurred on borrowing for Norwich acquisition $ 624
------
(c) Adjustment to income tax expense:
Reduction in income tax expense from additional expenses per (a) and (b) above $ (249)
------
</TABLE>
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
BERRY PLASTICS CORPORATION
(DOLLARS IN THOUSANDS)
The following summarizes pro forma unaudited financial information of Holding's
wholly owned subsidiary, Berry. The pro forma information is based on the
historical consolidated financial statements of Berry, the historical financial
statements of Norwich, and the historical financial statements of Venture
Packaging, giving effect to the acquisitions using the purchase method of
accounting and the assumptions and adjustments in the accompanying notes to the
pro forma condensed consolidated financial statements. The pro forma condensed
balance sheet gives effect to the acquisitions as if they had occurred on June
27, 1998 and the pro forma statements of operations give effect to the
acquisitions as if they had occurred on December 29, 1996.
<TABLE>
<CAPTION>
CONSOLIDATED PRO FORMA BALANCE SHEET
<S> <C>
Current assets $ 70,421
Property and equipment, net of accumulated 110,491
depreciation
Other noncurrent assets 54,149
Current liabilities 54,110
Noncurrent liabilities 210,683
Equity (deficit) (27,259)
CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 27, 1997:
Net sales $ 272,798
Cost of goods sold 218,795
Loss before income taxes (6,251)
Net loss (6,678)
Six months ended June 27, 1998:
Net sales $ 143,178
Cost of goods sold 105,094
Income before income taxes 4,704
Net income 4,639
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BERRY PLASTICS CORPORATION
By: /s/James M. Kratochvil
James M. Kratochvil
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Dated: March 18, 1999
