-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkjQ1eCisv9VGxOed/1/Qt5Qy+bn+2BqZgWj4Gmj+MfK/AO+IWCbOmXxNUGuKf59 0A/8r9G88uSWdT6eUSn9Lg== 0000919465-09-000012.txt : 20090515 0000919465-09-000012.hdr.sgml : 20090515 20090326143533 ACCESSION NUMBER: 0000919465-09-000012 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY IOWA CORP CENTRAL INDEX KEY: 0000919467 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 421382173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 BUSINESS PHONE: 8124242904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL PACKAGING INC CENTRAL INDEX KEY: 0001093665 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341396561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CPI HOLDING CORP CENTRAL INDEX KEY: 0001093666 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341820303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grafco Industries Limited Partnership CENTRAL INDEX KEY: 0001426496 IRS NUMBER: 521729327 STATE OF INCORPORATION: MD FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Captive Plastics, Inc. CENTRAL INDEX KEY: 0001426498 IRS NUMBER: 221890735 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Captive Holdings, Inc. CENTRAL INDEX KEY: 0001426499 IRS NUMBER: 201290475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Caplas Neptune, LLC CENTRAL INDEX KEY: 0001426501 IRS NUMBER: 205557864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Caplas, LLC CENTRAL INDEX KEY: 0001426502 IRS NUMBER: 203888603 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY ST. CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTURE PACKAGING INC CENTRAL INDEX KEY: 0001075622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 510368479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KERR GROUP INC CENTRAL INDEX KEY: 0000055454 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 950898810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 500 NEW HOLLAND AVE CITY: LANCASTER STATE: PA ZIP: 17602 BUSINESS PHONE: 7172996511 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KERR GLASS MANUFACTURING CORP DATE OF NAME CHANGE: 19920518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLY SEAL CORP CENTRAL INDEX KEY: 0000079401 IRS NUMBER: 520892112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124299278 MAIL ADDRESS: STREET 1: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN COAST INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000319129 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 591952968 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2700 S WESTMORELAND AVE CITY: DALLAS STATE: TX ZIP: 75233 BUSINESS PHONE: 2143737864 MAIL ADDRESS: STREET 1: 2700 S WESTMORELAND AVE CITY: DALLAS STATE: TX ZIP: 75233 FORMER COMPANY: FORMER CONFORMED NAME: SUN COAST PLASTICS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANAEROBIC ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19830630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS CORP CENTRAL INDEX KEY: 0000919465 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351814673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0107 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET STREET 2: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 FORMER COMPANY: FORMER CONFORMED NAME: BERRY PLASTICS HOLDING CORP DATE OF NAME CHANGE: 20061031 FORMER COMPANY: FORMER CONFORMED NAME: BPC HOLDING CORP DATE OF NAME CHANGE: 19940225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFFRON ACQUISITION CORP CENTRAL INDEX KEY: 0001054090 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O FREMONT PARTNERS LP STREET 2: FIFTY FREMONT ST #3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152848130 MAIL ADDRESS: STREET 1: C/O FREMONT PARTNERS LP STREET 2: FIFTY FREMONT ST #3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covalence Specialty Adhesives LLC CENTRAL INDEX KEY: 0001372792 IRS NUMBER: 204104683 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE CROSSROADS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-547-6081 MAIL ADDRESS: STREET 1: ONE CROSSROADS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covalence Specialty Coatings LLC CENTRAL INDEX KEY: 0001372793 IRS NUMBER: 204104731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE CROSSROADS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-547-6081 MAIL ADDRESS: STREET 1: ONE CROSSROADS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pescor, Inc CENTRAL INDEX KEY: 0001381510 IRS NUMBER: 743002028 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP V CENTRAL INDEX KEY: 0001381511 IRS NUMBER: 364509933 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP VII CENTRAL INDEX KEY: 0001381512 IRS NUMBER: 300120989 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP VIII CENTRAL INDEX KEY: 0001381513 IRS NUMBER: 320036809 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Landis Plastics, Inc CENTRAL INDEX KEY: 0001381515 IRS NUMBER: 362471333 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tubed Products, LLC CENTRAL INDEX KEY: 0001381516 IRS NUMBER: 562374082 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP IX CENTRAL INDEX KEY: 0001381517 IRS NUMBER: 352184302 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP X CENTRAL INDEX KEY: 0001381518 IRS NUMBER: 352184301 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP XI CENTRAL INDEX KEY: 0001381519 IRS NUMBER: 352184300 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP XII CENTRAL INDEX KEY: 0001381520 IRS NUMBER: 352184299 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP XIII CENTRAL INDEX KEY: 0001381521 IRS NUMBER: 352184298 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Plastics Acquisition CORP XV, LLC CENTRAL INDEX KEY: 0001381522 IRS NUMBER: 352184293 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Setco, LLC CENTRAL INDEX KEY: 0001381524 IRS NUMBER: 562374074 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rollpack Acquisition CORP CENTRAL INDEX KEY: 0001397551 IRS NUMBER: 030512845 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rollpack CORP CENTRAL INDEX KEY: 0001397552 IRS NUMBER: 351582626 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 812-424-2904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY STERLING CORP CENTRAL INDEX KEY: 0001075619 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 541749681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACKERWARE CORP CENTRAL INDEX KEY: 0001075620 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 480759852 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS DESIGN CORP CENTRAL INDEX KEY: 0001075621 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 621689708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTURE PACKAGING MIDWEST INC CENTRAL INDEX KEY: 0001075623 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341809003 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS TECHNICAL SERVICES INC CENTRAL INDEX KEY: 0001075624 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 571029638 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET CITY: EVANSVILLE STATE: IN ZIP: 47710 FORMER COMPANY: FORMER CONFORMED NAME: VENTURE PACKAGING SOUTHEAST INC DATE OF NAME CHANGE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT PLASTICS INC CENTRAL INDEX KEY: 0001075626 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 352056610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROCON INC /DE/ CENTRAL INDEX KEY: 0001075629 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351948748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS ACQUISITION CORP III CENTRAL INDEX KEY: 0001114652 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 CORRESP 1 filename1.htm bpcresponseletter032609.htm

BERRY PLASTICS CORPORATION
101 Oakley Street
Evansville IN 47710


March 26, 2009


VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
Attention:              Terence O’Brien
Tracey Houser

 
RE:
Berry Plastics Corporation
 
 
Form 10-K for the Fiscal Year Ended September 27, 2008
 
 
Filed December 16, 2008
 
 
Form 10-Q for the Fiscal Quarter Ended December 27, 2008
 
 
File No. 33-75706-01
 
Dear Mr. O’Brien and Ms. Houser:
 
Please find below the responses of Berry Plastics Corporation (“Berry Plastics”) to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in your letter of March 16, 2009 regarding Berry Plastics’ Form 10-K for Fiscal Year Ended September 27, 2008 (the “Form 10-K”), and Form 10-Q for the Fiscal Quarter Ended December 27, 2008 (the “Form 10-K”).  Each response below corresponds to the italicized comment that immediately precedes it, each of which has been reproduced from your letter in the order presented.

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23
 
Acquisitions, Disposition and Facility Rationalizations, page 26
 
1.  
We note your responses to comments 3 and 4 in our letter dated February 26, 2009.  In future filings, please also disclose that while you estimate the expected benefits on earnings from the integration of acquired entities and from restructuring activities, you are unable to confirm the ultimate effects on earnings along with the reason(s) why.  This disclosure will allow investors to better understand your statements regarding the significant reductions in costs you have historically achieved.
 

 
 
 
Securities and Exchange Commission
March 26, 2009
Page 2
 

 
2.  
The Company will modify future filings beginning with the March 28, 2009 Form 10-Q to disclose we are unable to confirm expected benefits on earnings from the integration of acquired entities along with the reason(s) why.

 
Discussion of Results of Operations, page 27
 
3.  
We note your response to comment 6 in our letter dated February 26, 2009.  While the disclosures you intend to include in future filings appear to provide investors with a better overview of the general issues you are facing related to raw material costs and your expectations for your future results, we continue to urge you to provide investors with a more comprehensive discussion and analysis of your results of operations in future filings.  As previously noted, your discussion and analysis of your results of operations is to provide investors with sufficient information to understand the historical trends as seen through the eyes of management.  We also previously provided you with one example of where we noted that you could have provided investors with a more detailed analysis of your net sales within MD&A’s results of operations section.  Please confirm that you will revise your results of operations discussion and analysis in future filings to provide investors with a more comprehensive discussion and analysis.  Please refer to Item 303 of Regulation S-K and Section 501.12 of the Financial Reporting Codification for guidance.
 
 
The Company will revise future filings beginning with the March 28, 2009 Form 10-Q to include a more comprehensive discussion of operations within the MD&A’s results of operations section.

 
Liquidity and Capital Resources, page 30
 
4.  
We note your response to comment 8 in our letter dated February 26, 2009.  As previously requested, please disclose the actual ratios and amounts achieved for the current reporting period for your financial covenants.  As you have registered debt, it would appear this information is material to your investors.  Refer to Section 501.13.c. of the Financial Reporting Codification for guidance.
 
 
The Company will modify future filings beginning with the March 28, 2009 Form 10-Q to disclose in more detail our debt covenants.  Our draft of wording is as follows:
 
Our fixed charge coverage ratio, as defined in the revolving credit facility, is calculated based on a numerator consisting of Adjusted EBITDA less pro forma adjustments, income taxes paid in cash and capital expenditures, and a denominator consisting of scheduled principal payments in respect of indebtedness for borrowed money, interest expense and certain distributions.  We are obligated to sustain a minimum fixed charge coverage ratio of 1.0 to

 
 
 
Securities and Exchange Commission
March 26, 2009
Page 3
 

 
1.0 under the revolving credit facility at any time when the aggregate unused capacity under the revolving credit facility is less than 10% of the lesser of the revolving credit facility commitments and the borrowing base (and for 10 business days following the date upon which availability exceeds such threshold) or during the continuation of an event of default.  Our fixed charge ratio as of December 27, 2008 was 1.0 to 1.0.  At December 27, 2008, the Company had unused borrowing capacity of $166.7 million under the revolving credit facility subject to a borrowing base and thus was not subject to the minimum fixed charge coverage ratio covenant.
 
Despite not having any financial maintenance covenants, our debt agreements contain certain negative covenants.  The failure to comply with these negative covenants could restrict our ability to incur additional indebtedness, effect acquisitions, enter into certain significant business combinations, make distributions or redeem indebtedness.  The term loan facility contains a negative covenant of a first lien secured leverage ratio of equal to or less than 4.0 to 1.0 on a pro forma basis for the proposed transaction, such as an acquisition or incurrence of additional first lien debt.  Our first lien secured leverage ratio was 3.9 to 1.0 as of December 27, 2008.

 
Item 9A.   Controls and Procedures, page 40
 
(a) Evaluation of disclosure controls and procedures, page 40
 
5.  
We note your response to comment 15 in our letter dated February 26, 2009.  It is unclear how the disclosure you intend to include in future filings is responsive to our comment.  In this regard, Rule 13a-15(b) states, “[e]ach such issuer’s management must evaluate, with the participation of the issuer’s principal executive and principal financial officers, or persons performing similar functions, the effectiveness of the issuer’s disclosure controls and procedures, as of the end of each fiscal quarter…”  Please revise your disclosure in future filings accordingly.  Please also refer to Item 307 of Regulation S-K for guidance.
 
 
The Company will revise future filings beginning with the March 28, 2009 Form 10-Q to disclose our principal executive and principal financials officers’ evaluation of the effectiveness of our disclosure controls and procedures as of the end of each fiscal quarter as required by Rule 13a-15(b).
 

Management’s Report on Internal Control over Financial Reporting, page 40
 
6.  
We note your response to comment 16 in our letter dated February 26, 2009.  In addition to disclosing the framework you used to evaluate the effectiveness of your internal control over financial reporting, please also disclose management’s conclusion of the effectiveness of your internal control over financial reporting.  In this regard, we note that you identified
 

 
 
 
Securities and Exchange Commission
March 26, 2009
Page 4
 

7.  
material weaknesses as of September 27, 2008.  Therefore, you should have disclosed that your internal control over financial reporting is ineffective as of September 27, 2008.  Please confirm to us that you will disclose your conclusion in your next annual report on Form 10-K.  Refer to Item 308T(a)(3) of Regulation S-K for guidance.
 
The Company will modify future filings beginning with the September 26, 2009 Form 10-K to disclose management’s conclusion of the effectiveness of our internal control over financial reporting.
 
2.
Acquisitions and Dispositions, page F-16
 
8.  
We note your response to comment 17 in our letter dated February 26, 2009.  It is unclear from your response if you also will disclose the nature and amount of any material adjustments made to the initial allocation of the purchase price in future filings.  Please confirm.  Refer to paragraph 51.h. of SFAS 141 and paragraphs 71-72 of SFAS 141R for guidance.
 
The Company will modify future filings beginning with the March 28, 2009 Form 10-Q to disclose any material adjustments made to the initial allocation of the purchase price.
 
5.
Lease and Other Commitments and Contingencies, page F-24
 
9.  
We note your response to comment 18 in our letter dated February 26, 2009.  Specifically, you note that the $14.2 million asset retirement obligation liability recognized primarily is within the scope of SFAS 13 with an immaterial portion of the liability falling within the scope of SFAS 143.  As previously requested, please explain to use how you determined your asset retirement obligation liabilities are immaterial.  Also, please confirm to us that none of your capital leases, owned property, and formerly owned property has material asset retirement obligations.  If you believe the asset retirement obligation liabilities for any of these fixed assets is immaterial, please explain to us how you arrived at this conclusion.  Otherwise, please provide us with the disclosures you intend to include in future filings to address the disclosure requirements in paragraph 22 of SFAS 143.
 
We have recorded retirement obligations related to our operating leases in accordance with SFAS 13 and SFAS 143.  This liability is related to 33 facilities none of which are individually material.  The majority of the liability consists of minimum lease payments as defined by SFAS 13.  The remainder of the liability relates to asset retirement obligations recorded in accordance with SFAS 143.  They are as follows:

 
 
 
Securities and Exchange Commission
March 26, 2009
Page 5
 
 
 
   
September 27, 2008
(in thousands)
  
Facility 1
   $ 242.9  
Facility 2
     224.6  
Facility 3
     392.8  
Facility 4
     206.5  
Facility 5
     372.5  
Facility 6
     299.0  
Facility 7
     445.9  
Facility 8
     158.2  
Facility 9
     262.7  
Facility 10
     205.6  
Facility 11
     212.3  
Facility 12
     229.7  
Facility 13
     427.7  
Facility 14
     225.5  
Facility 15
     843.2  
Facility 16
     463.8  
Facility 17
     346.0  
Facility 18
     191.4  
Facility 19
     411.7  
Facility 20
     503.4  
Facility 21
     137.5  
Facility 22
     180.7  
Facility 23
     216.8  
Facility 24
     170.2  
Facility 25
     130.2  
Total Minimum Lease Payments or
    Contingent Rentals (SFAS 13)
   $ 7,500.8  
         
Facility 26
   $ 1,769.3  
Facility 27
     61.1  
Facility 28
     1,195.4  
Facility 29
     61.0  
Facility 30
     884.7  
Facility 31
     618.3  
Facility 32
     212.2  
Facility 33
     1,920.4  
Total ARO Obligation (SFAS 143)
   $ 6,722.4  
 
 
 
 
Securities and Exchange Commission
March 26, 2009
Page 6
 

The SFAS 143 liability is $6.7 million, which is 0.15% of the Company’s total liabilities as of September 27, 2008.  We believe this amount is immaterial for disclosure purposes.  None of the Company’s capital leases, owned property, and formerly owned property has material asset retirement obligations.

*   *   *   *
 
Please contact me ((812) 306-2234) or either Andrew J. Nussbaum ((212) 403-1269) or Ante Vucic ((212) 403-1370) of Wachtell, Lipton, Rosen & Katz, special counsel to the Company, if you have any questions or comments relating to the matters referenced above.  Thank you for your attention to this matter.
 

 
Sincerely,
 
/s/ James M. Kratochvil
James M. Kratochvil
                                        Executive Vice President, Chief Financial Officer, Treasurer and Secretary
                                        Berry Plastics Corporation
 

 
cc:
Ira G. Boots, Chief Executive Officer
          Jeff Thompson, General Counsel
          Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz
          Ante Vucic, Wachtell, Lipton, Rosen & Katz

 
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