UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 24, 2006
033-75706
(Commission File Number)
BPC HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 35-1814673
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
BERRY PLASTICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 35-1813706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 OAKLEY STREET
EVANSVILLE, INDIANA 47710
(Address of principal executive (Zip Code)
offices)
(812) 424-2904
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
THIRD SUPPLEMENTAL INDENTURE
On July 24, 2006, Berry Plastics Corporation entered into a third
supplemental indenture, dated as of July 24, 2006, to the Indenture dated
July 22, 2002, as amended, among Berry Plastics Corporation, the note
guarantors party thereto and U.S. Bank Trust National Association, as
Trustee. Pursuant to this third supplemental indenture, additional note
guarantors, each an indirect subsidiary of Berry Plastics Corporation,
which is a wholly owned subsidiary of BPC Holding Corporation, agreed to
jointly and severally, unconditionally guarantee Berry Plastics
Corporation's obligations under the 10-3/4% Senior Subordinated Notes due
2012 on the terms and subject to the conditions set forth in the Indenture
relating thereto. A copy of the third supplemental indenture is attached to
this current report on Form 8-K as Exhibit 4.1 and is incorporated herein
by reference. The description of the material terms of the third
supplemental indenture is qualified in its entirety by reference to such
exhibit.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The disclosure provided by Berry Plastics Corporation pursuant to Item
1.01 above is incorporated into this Item 3.03 by reference.
ITEM 8.01. OTHER EVENTS.
On July 25, 2006, Berry Plastics Corporation issued a press release
announcing the commencement of a cash tender offer for any and all of its
outstanding $335 million of 10-3/4% Senior Subordinated Notes due 2012, a
copy of which is attached to this current report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) The exhibits listed below and in the accompanying Exhibit Index
are furnished as part of this Current Report on Form 8-K.
Exhibit Description
4.1 Third Supplemental Indenture, dated as July 24, 2006,
to the Indenture dated July 22, 2002 as amended, among
Berry Plastics Corporation, the note guarantors party
thereto and U.S. Bank Trust National Association, as
Trustee.
99.1 Press release dated July 25, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
Dated: July 27, 2006.
BPC Holding Corporation
Berry Plastics Corporation
By: /s/ JAMES M. KRATOCHVIL
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James M. Kratochvil
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary of the entities listed above
EXHIBIT INDEX
Exhibit Description
4.1 Third Supplemental Indenture, dated as July
24, 2006, to the Indenture dated July 22,
2002 as amended, among Berry Plastics
Corporation, the note guarantors party
thereto and U.S. Bank Trust National
Association, as Trustee.
99.1 Press release dated July 25, 2006.