Current Report on Form 8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC
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): September 5,
2006
BPC
HOLDING CORPORATION
BERRY PLASTICS CORPORATION
(Exact
name of Registrant as specified in its charter)
(Exact
name of Registrant as specified in its charter)
Delaware
Delaware
(State
of
Incorporation) (State
of
Incorporation)
033-75706
033-75706
(Commission
File Numbers)
35-1814673
35-1813706
(I.R.S.
Employer Identification No.)
(I.R.S.
Employer Identification No.)
101
Oakley Street
Evansville,
Indiana
47710
(Address
of principal executive offices)
(Zip
Code)
(812)
424-2904
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
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.
Fourth
Supplemental Indenture
On
September 6, 2006, Berry Plastics Corporation announced the pricing terms of
its
previously announced tender offer and consent solicitation (the “Offer”) for any
and all of its outstanding $335,000,000 aggregate principal amount of 10.75%
Senior Subordinated Notes due 2012 (CUSIP No. 085790AJ2) (the “Old Notes”)
pursuant to the Offer to Purchase and Consent Solicitation Statement dated
July
25, 2006, as extended on August 7, 2006. Upon the expiration of the consent
solicitation at 5:00 p.m., New York City time, on September 5, 2006,
Berry
Plastics Corporation had
received tenders and related consents from the holders of $335,000,000 in
aggregate principal amount of the Old Notes, representing 100% of the total
outstanding principal amount of the Old Notes. Also on September 5, 2005, the
expiration date for the tender offer was extended from 12:00 midnight, New
York
City time, on September 19, 2006, to 12:00 midnight on September 20, 2006.
On
September 5, 2006, Berry
Plastics Corporation,
the
guarantors named therein and U.S. Bank Trust National Association executed
a
supplemental indenture (the “Fourth Supplemental Indenture”) to the indenture,
dated July 22, 2002 (as amended, supplemented, waived or otherwise modified,
the
“Indenture”), among Berry
Plastics Corporation,
the
guarantors named therein and the Trustee. The Fourth Supplemental Indenture
amends the Indenture to eliminate or make less restrictive substantially all
of
the restrictive covenants and events of default and certain related provisions
contained in the Indenture. The amendments of the Indenture will become
effective upon acceptance by Berry
Plastics Corporation of
the
Old Notes tendered for purchase. A copy of the Fourth 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 Fourth
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 7.01.
Regulation FD Disclosure
On
September 5, 2006, BPC Holding Corporation commenced an offering of $750 million
in aggregate principal amount of Second Priority Senior Secured Fixed and
Floating Rate Notes due 2014 (the “New Notes”). The offering is subject to
market and other conditions. The New Notes will be offered to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933.
The New Notes will not be registered under the Securities Act. Unless so
registered, the New Notes may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. This report shall not constitute an offer to sell or the solicitation
of
an offer to buy, nor shall there be any sale of the New Notes in any state
in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
BPC
Holding Corporation is disclosing under Item 7.01 of this Current Report on
Form
8-K the information included as Exhibit 99.1, which information is incorporated
by reference herein. This information, which has not been previously reported,
is excerpted from a Preliminary Offering Memorandum that is being disseminated
in connection with the offering described above.
This
information, including Exhibit 99.1 shall be deemed not to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), regardless of any incorporation by reference language in any
such filing, except as expressly set forth by specific reference in such
filing.
Item
8.01. Other Events.
On
September 6, 2006, Berry Plastics Corporation issued a press release announcing
the early results and the pricing terms in connection with its tender offer
and
consent solicitation for its 10.75% Senior Subordinated Notes Due 2012, the
extension of the expiration date of the tender offer, and the execution of
the
Fourth Supplemental Indenture. A copy of this press release is attached to
this
current report on Form 8-K as Exhibit 99.2 and is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
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(c)
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The
exhibits listed below and in the accompanying Exhibit Index are furnished
as part of this Current Report on Form
8-K.
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Exhibit
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Description
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4.1
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Fourth
Supplemental Indenture, dated as September 5, 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.
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99.1
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Excerpts
from Preliminary Offering Memorandum.
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99.2
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Press
release dated September 6, 2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
September 6,
2006
BPC
HOLDING CORPORATION
BERRY
PLASTICS CORPORATION
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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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EXHIBIT
INDEX
Exhibit
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Description
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4.1
|
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Fourth
Supplemental Indenture, dated as September 5, 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.
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99.1
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Excerpts
from Preliminary Offering Memorandum.
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99.2
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Press
release dated September 6, 2006.
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