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BERRY
PLASTICS HOLDING CORPORATION
(Exact
name of Registrant as specified in its charter)
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BERRY
PLASTICS
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
of Incorporation)
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Delaware
(State
of Incorporation)
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333-142602
(Commission
File Numbers)
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35-1814673
(I.R.S.
Employer Identification No.)
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35-1813706
(I.R.S.
Employer Identification No.)
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101
Oakley Street
Evansville,
Indiana
(Address
of principal executive offices)
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47710
(Zip
Code)
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(812)
424-2904
(Registrant’s
telephone number, including area code)
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BPC
HOLDING CORPORATION
(Former
Name or Former Address, if Changed Since
Last
Report)
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N.A.
(Former
Name or Former Address, if Changed Since
Last
Report)
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(a)
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Financial
Statements of Covalence Specialty Materials Corp. (Successor) and
Tyco
Plastics And Adhesives
(Predecessor)
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Unaudited
Consolidated Financial Statements
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Statements
of Operations for the Three Months Ended December 29, 2006 (Successor)
and
December 30, 2005 (Predecessor)
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Balance
Sheets (Successor) as of December 29, 2006 and September 29,
2006
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Statements
of Cash Flows for the Three Months Ended December 29, 2006 (Successor)
and
December 30, 2005 (Predecessor)
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Statements
of Equity and Comprehensive Income (Loss) (Successor) and Parent
Company
Equity and Comprehensive Income (Predecessor) for the Three Months
Ended
December 29, 2006 and December 30, 2005
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Notes
to Financial Statements (unaudited)
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Audited
Consolidated Financial Statements
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Report
of Independent Registered Public Accounting Firm
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Statements
of Operations For The Periods from February 17, 2006 to September
29,
2006, October 1, 2005 to February 16, 2006, and the Years Ended September
30, 2005 and 2004
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Balance
Sheets as of September 29, 2006 and September 30, 2005
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Statements
of Cash Flows For The Periods from February 17, 2006 to September
29,
2006, October 1, 2005 to February 16, 2006, and the Years Ended September
30, 2005 and 2004
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Statements
of Equity and Comprehensive Income (Loss) (Successor) Company Equity
and
Comprehensive Income (Predecessor) For The Periods from February
17, 2006
to September 29, 2006, October 1, 2005 to February 16, 2006, and
the Years
Ended September 30, 2005 and 2004
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Notes
to Financial Statements
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(b)
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Financial
Statements of Berry Plastics Holding Corporation (Supplemental
Combined
Financial Statements); Pro Forma Financial and Other data
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Summary
Historical and Pro Forma Financial and Other
Data
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Summary
historical and pro forma financial and other data for Berry Holding
as of
September 30, 2006, and for the period from February 17, 2006 to
September
30, 2006
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Audited
Supplemental Combined Financial Statements
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Report
of Independent Registered Public Accounting Firm
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Supplemental
Combined Balance Sheet as of September 30, 2006
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Supplemental
Combined Statement of Operations for the period from February 17,
2006 to
September 30, 2006
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Supplemental
Combined Statement of Changes in Stockholders’ Equity for the period from
February 17, 2006 to September 30, 2006
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Supplemental
Combined Statement of Cash Flows for the period from February 17,
2006 to
September 30, 2006
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Notes
to Supplemental Combined Financial Statements
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Unaudited
Supplemental Combined Financial Statements for the Three Months Ended
December 30, 2006
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Supplemental
Combined Balance Sheet as of December 30, 2006
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Supplemental
Combined Statement of Operations for the three months ended December
30,
2006
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Supplemental
Combined Statement of Changes in Stockholders’ Equity for the three months
ended December 30, 2006
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Supplemental
Combined Statement of Cash Flows for the three months ended
December 30, 2006
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Notes
to Unaudited Supplemental Combined Financial Statements (Combined
First
Quarter)
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Exhibit
No.
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Description
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10.1(a)
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U.S.
$400,000,000 Amended and Restated Credit Agreement, dated as of April
3,
2007, by and among Covalence Specialty Materials Corp., Berry Plastics
Group, Inc., certain domestic subsidiaries party thereto from time
to
time, Bank of America, N.A., as collateral agent and administrative
agent,
the lenders party thereto from time to time, and the financial
institutions party thereto.
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10.1(b)
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U.S.
$1,200,000,000 Second Amended and Restated Credit Agreement, dated
as of
April 3, 2007, by and among Covalence Specialty Materials Corp.,
Berry
Plastics Group, Inc., Credit Suisse, Cayman Islands Branch, as collateral
and administrative agent, the lenders party thereto from time to
time, and
the other financial institutions party thereto (incorporated herein
by
reference to Exhibit 10.1(b) to our Current Report on Form 8-K, filed
on
April 10, 2007).
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10.1(d)
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Amended
and Restated Intercreditor Agreement by and among Berry Plastics
Group,
Inc., Covalence Specialty Materials Corp., certain subsidiaries identified
as parties thereto, Bank of America, N.A. and Credit Suisse, Cayman
Islands Branch as first lien agents, and Wells Fargo Bank, N.A.,
as
trustee.
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10.1(e)
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Indenture
dated as of February 16, 2006, among Covalence Specialty Materials
Corp.,
the guarantors named therein and Wells Fargo Bank, National Association,
as trustee.
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10.1(f)
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First
Supplemental Indenture dated as of April 3, 2007, among Covalence
Specialty Materials Corp. (or its successor), the guarantors identified
on
the signature pages thereto and Wells Fargo Bank, National Association,
as
trustee.
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10.1(g)
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Second
Supplemental Indenture dated as of April 3, 2007, among Covalence
Specialty Materials Corp. (or its successor), Berry Plastics Holding
Corporation, the guarantors identified on the signature pages thereto
and
Wells Fargo Bank, National Association, as trustee.
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10.1(h)
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Second
Supplemental Indenture dated as of April 3, 2007, among Berry Plastics
Holding Corporation (or its successor), the existing guarantors identified
on the signature pages thereto, the new guarantors identified on
the
signature pages thereto and Wells Fargo Bank, National Association,
as
trustee.
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10.1(i)
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Second
Supplemental Indenture dated as of April 3, 2007, among Berry Plastics
Holding Corporation (or its successor), the existing guarantors identified
on the signature pages thereto, the new guarantors identified on
the
signature pages thereto and Wells Fargo Bank, National Association,
as
trustee.
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10.1(j)
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Supplement
No. 1 dated as of April 3, 2007 to the Collateral Agreement dated
as of
September 20, 2006 among Berry Plastics Holding Corporation, each
subsidiary identified therein as a party and Wells Fargo Bank, National
Association, as collateral agent.
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10.1(k)
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Employment
Agreement dated May 26, 2006 between Covalence Specialty Materials
Corp.
and Layle K. Smith
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99.1
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Press
release issued by Berry Group, Inc. and Covalence Specialty Materials
Holding Corporation on April 3, 2007.
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99.2*
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Prospectus
of Berry Plastics Holding Corporation relating to the offer to exchange
its 10 ¼% senior subordinated notes due 2016 registered under the
Securities Act for a like principal amount of its 10 ¼% senior
subordinated notes due 2016, as filed with the Securities Exchange
Commission on May 14, 2007
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BERRY
PLASTICS HOLDING CORPORATION
BERRY
PLASTICS CORPORATION
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Date:
June
6, 2007
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By:
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/s/
James
M. Kratochvil
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Name:
James M. Kratochvil
Title:
Executive Vice President, Chief
Financial
Officer, Treasurer and Secretary
of
the entities listed above
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