-----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, FBsw8JVMguoFACoK67YHQsGm6JIoxgZ0bEtTidXpHrCC/ih4KS+h1zhea+OS2myw q/zq7pmxz0k1oFRDU4ljrQ== /in/edgar/work/20000724/0000919463-00-000008/0000919463-00-000008.txt : 20000921 0000919463-00-000008.hdr.sgml : 20000921 ACCESSION NUMBER: 0000919463-00-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000509 ITEM INFORMATION: FILED AS OF DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS CORP CENTRAL INDEX KEY: 0000919463 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 351813706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 677658 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: POLY SEAL CORP CENTRAL INDEX KEY: 0000079401 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 520892112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706-06 FILM NUMBER: 677659 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: BPC HOLDING CORP CENTRAL INDEX KEY: 0000919465 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 351814673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706-01 FILM NUMBER: 677660 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY IOWA CORP CENTRAL INDEX KEY: 0000919467 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 421382173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706-02 FILM NUMBER: 677661 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: BERRY TRI PLAS CORP CENTRAL INDEX KEY: 0001011391 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 561949250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-01 FILM NUMBER: 677662 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST 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 STERLING CORP CENTRAL INDEX KEY: 0001075619 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 541749681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-11 FILM NUMBER: 677663 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: [3089 ] IRS NUMBER: 480759852 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-05 FILM NUMBER: 677664 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: [3089 ] IRS NUMBER: 621689708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-07 FILM NUMBER: 677665 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 INC CENTRAL INDEX KEY: 0001075622 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 510368479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-08 FILM NUMBER: 677666 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: [3089 ] IRS NUMBER: 341809003 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-09 FILM NUMBER: 677667 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 SOUTHEAST INC CENTRAL INDEX KEY: 0001075624 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 571029638 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-03 FILM NUMBER: 677668 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: NIM HOLDINGS LTD CENTRAL INDEX KEY: 0001075625 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-04 FILM NUMBER: 677669 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: KNIGHT PLASTICS INC CENTRAL INDEX KEY: 0001075626 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 352056610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-13 FILM NUMBER: 677670 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: [3089 ] IRS NUMBER: 351948748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-10 FILM NUMBER: 677671 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 UK LTD CENTRAL INDEX KEY: 0001075630 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 351948748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-64599-02 FILM NUMBER: 677672 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124299278 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FORMER COMPANY: FORMER CONFORMED NAME: NORWICH INJECTION MOULDERS LTD DATE OF NAME CHANGE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL PACKAGING INC CENTRAL INDEX KEY: 0001093665 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 341396561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-85739-14 FILM NUMBER: 677673 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: [3089 ] IRS NUMBER: 341820303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-85739-15 FILM NUMBER: 677674 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 II CENTRAL INDEX KEY: 0001094726 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 520892112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-85739-17 FILM NUMBER: 677675 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 FORMER COMPANY: FORMER CONFORMED NAME: BERRY PLASTICS ACQUISITION CORP DATE OF NAME CHANGE: 19990909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWICH ACQUISITION LTD CENTRAL INDEX KEY: 0001094729 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-85739-16 FILM NUMBER: 677676 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: [3089 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706-05 FILM NUMBER: 677677 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 8-K/A 1 0001.txt
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) MAY 9, 2000 -------------- BERRY PLASTICS CORPORATION (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.) BPC HOLDING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 35-1814673 (State or other jurisdiction (IRS employer of incorporation or organization) identification number) BERRY IOWA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 42-1382173 (State or other jurisdiction (IRS employer of incorporation or organization) identification number) BERRY TRI-PLAS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 56-1949250 (State or other jurisdiction (IRS employer of incorporation or organization) identification number) BERRY STERLING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 54-1749681 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) AEROCON, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 35-1948748 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) PACKERWARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 48-0759852 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) BERRY PLASTICS DESIGN CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 62-1689708 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) VENTURE PACKAGING, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 51-0368479 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) VENTURE PACKAGING MIDWEST, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 34-1809003 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) VENTURE PACKAGING SOUTHEAST, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 57-1029638 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) NIM HOLDINGS LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) BERRY PLASTICS U.K. LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) KNIGHT PLASTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 35-2056610 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) CPI HOLDING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 34-1820303 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) CARDINAL PACKAGING, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 34-1396561 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) NORWICH ACQUISITION LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) POLY-SEAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 52-0892112 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) BERRY PLASTICS ACQUISITION CORPORATION II (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) BERRY PLASTICS ACQUISITION CORPORATION III (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 101 Oakley Street Evansville, Indiana 47710 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (812) 424-2904 --------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K, Date of Report May 9, 2000, and filed May 24, 2000, as set forth in the pages attached hereto: ITEM 7 (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Audited Consolidated Financial Statements of Poly-Seal Corporation and Subsidiaries as of December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997 Independent Auditors' Report of Ellin & Tucker, Chartered Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Unaudited Consolidated Financial Statements of Poly-Seal Corporation and Subsidiaries as of May 9, 2000 and for the period from January 1, 2000 to May 9, 2000: Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Cash Flows Note to Consolidated Financial Statements ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION Pro Forma Unaudited Condensed Consolidated Financial Statements of BPC Holding Corporation: Pro Forma Unaudited Condensed Consolidated Balance Sheets as of April 1, 2000 Notes to Pro Forma Unaudited Condensed Consolidated Balance Sheets as of April 1, 2000 Pro Forma Unaudited Condensed Consolidated Statements of Operations for the fiscal year ended January 1, 2000 Notes to Pro Forma Unaudited Condensed Consolidated Statements of Operations for the fiscal year ended January 1, 2000 Pro Forma Unaudited Condensed Consolidated Statements of Operations for the three months ended April 1, 2000 Notes to Pro Forma Unaudited Condensed Consolidated Statements of Operations for the three months ended April 1, 2000 UNAUDITED PRO FORMA FINANCIAL INFORMATION OF BERRY PLASTICS CORPORATION INDEPENDENT AUDITORS' REPORT To the Board of Directors of Poly-Seal Corporation We have audited the accompanying Consolidated Balance Sheets of Poly-Seal Corporation and Subsidiaries as of December 31, 1999 and 1998, and the related Consolidated Statements of Operations, Stockholders' Equity, and Cash Flows for the years ended December 31, 1999, 1998 and 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Poly-Seal Corporation and Subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for the years ended December 31, 1999, 1998 and 1997 in conformity with generally accepted accounting principles. /s/ ELLIN & TUCKER, CHARTERED ELLIN & TUCKER, CHARTERED Certified Public Accountants Baltimore, Maryland February 22, 2000 POLY-SEAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1999 AND 1998
ASSETS ------ 1999 1998 -------------- -------------- CURRENT ASSETS: - --------------- Cash and Cash Equivalents $ 3,002,012 $ 618,544 Investments (Note 2) 21,260 21,260 Accounts Receivable, Net of allowance for Doubtful Accounts of $190,000 and $115,000 6,169,703 6,645,697 Inventories (Note 3) 8,685,662 8,105,224 Income taxes Receivable - 352,115 Prepaid Expenses and Other Current Assets 324,615 419,614 Note Receivable (Note 10) 1,850,000 - Deferred Income Taxes (Note 8) 227,319 733,179 -------------- -------------- Total current assets 20,280,571 16,895,633 PROPERTY, PLANT, AND EQUIPMENT, AT COST - NET (Note 4) 19,454,513 20,591,173 -------------- -------------- OTHER ASSETS: - ------------- Note Receivable (Note 10) - 1,850,000 Advance Payments on Purchases of Property and Equipment 2,554,518 1,428,117 Other Assets (Note 9) 893,322 820,891 Goodwill 355,000 415,000 -------------- -------------- Total Other Assets 3,802,840 4,514,008 -------------- -------------- Total Assets $ 43,537,924 $ 42,000,814 ============== ============== (SEE INDEPENDENT AUDITORS' REPORT AND ACCOMPANYING NOTES)
LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ 1999 1998 -------------- -------------- CURRENT LIABILITIES: -------------------- Accounts Payable $ 2,364,146 $ 2,785,245 Accrued Expenses 1,735,000 2,443,356 Income Taxes Payable 99,112 - Current Maturities of Long-Term Debt (Note 7) 800,000 800,000 -------------- -------------- Total current liabilities 4,998,258 6,028,601 LONG-TERM DEBT (Note 7) 3,283,333 4,083,333 DEFERRED INCOME TAXES (Note 8) 2,177,428 1,865,922 -------------- -------------- Total Liabilities 10,459,019 11,977,856 -------------- -------------- COMMITMENTS (Note 14) STOCKHOLDERS' EQUITY (NOTE 5): ------------------------------ Common Stock; $.005 Par Value; Authorized 1,500,000 Shares; Issued 1,215,400 Shares; Outstanding 1,051,578 and 1,042,078 Shares 6,077 6,077 Additional Paid-in Capital 7,247,150 7,148,938 Additional Paid-in Capital - Stock Options 97,001 91,389 Retained Earnings 29,055,638 26,170,243 Notes Receivable (120,385) - Treasury Stock, at Cost; 163,822 and 173,322 Shares (3,206,576) (3,393,689) -------------- -------------- Total Stockholders' Equity 33,078,905 30,022,958 -------------- -------------- Total Liabilities and Stockholders' Equity $ 43,537,924 $ 42,000,814 ============== ==============
POLY-SEAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 ------------------------------------------ 1999 1998 1997 ------------------------------------------ NET SALES $ 49,828,139 $48,384,657 $49,751,529 COST OF SALES 37,438,877 40,861,014 40,793,104 ------------------------------------------ Gross Profit 12,389,262 7,523,643 8,958,425 SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 7,248,037 7,546,893 7,603,633 ------------------------------------------ Income (Loss) from Operations 5,141,225 (23,250) 1,354,792 ------------------------------------------ OTHER INCOME (EXPENSE): Interest Expense (290,091) (338,142) (230,554) Restructuring and Idle Facility Expenses (Note 10) - (514,289) (1,491,890) Gain (Loss) on Disposal of Property, Plant, and Equipment (Note 10) (10,229) 222,400 737,076 Shut Down Costs (Note 11) - (455,974) - Unusual Expenses (Note 12) (152,417) - - Other Income - Net 464,433 367,916 184,277 ------------------------------------------ Total Other Income (Expense) 11,696 (718,089) (801,091) ------------------------------------------ Income (Loss) Before Income Taxes 5,152,921 (741,339) 553,701 INCOME TAX (BENEFIT) EXPENSE (Note 8) 2,017,427 (285,495) 224,127 ------------------------------------------ Net Income (Loss) $ 3,135,494 $ (455,844) $329,574 ============= ============ =========
(See Independent Auditors' Report and Accompanying Notes) POLY-SEAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
COMMON STOCK -------------------- ADDITIONAL ADDITIONAL PAID-IN UNEARNED NUMBER PAID-IN CAPITAL- PORTION OF OF CAPITAL STOCK SHARES AMOUNT OPTIONS ------------------------------------------- BALANCE AT January 1, 1997, AS 1,215,400 $ 6,077 $7,794,739 $ - PREVIOUSLY REPORTED Cumulative Effect on Prior Years of Retroactive Restatement for Accounting Change (Note 1) - - - - Prior Period Adjustment (Note 16) - - - - ------------------------------------------ BALANCE AT JANUARY 1, 1997, AS 1,215,400 6,077 7,794,739 - RESTATED Purchase of 25,150 Shares of Common Stock at Prices Ranging from $10.00 to $19.61 Per Share - - (148,131) - Sale of 1,500 Shares of Treasury - - - Stock At $18.41 per share Net Income - - - - Compensation Expense Cash Dividends, $0.24 Per Share - - - - ------------------------------------------ BALANCE AT December 31, 1997 1,215,400 6,077 7,646,608 - Purchase of 43,722 Shares of Common Stock at Prices Ranging from $10.00 To $22.61 Per Share - - (497,670) - Net Loss - - - Compensation Expense - - - 91,389 Cash Dividends, $0.24 Per Share - - - - ------------------------------------------ BALANCE AT DECEMBER 31, 1998 1,215,400 6,077 7,148,938 91,389 Exercise of 9,500 Stock Options at Prices Ranging $5.00 to $18.41 Per Share - - (12,218) (54,510) Tax Benefit of Stock Option Exercise - - 110,430 - Net Income - - - - Compensation Expense - - - 60,122 Cash Dividends, $0.24 Per Share - - - - ------------------------------------------ BALANCE AT DECEMBER 31, 1999 1,215,400 $6,077 $7,247,150 $97,001 ========= ====== ========== =======
(See Independent Auditors' Report and Accompanying Notes) POLY-SEAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, CONTINUED FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
UNEARNED PORTION OF TREASURY RETAINED NOTES RESTRICTED STOCK EARNINGS RECEIVABLE STOCK TOTAL ------------------------------------------------------------ BALANCE AT January 1, 1997, AS $(2,290,576) $26,965,075 $(281,000) $(816,502) $31,377,813 PREVIOUSLY REPORTED Cumulative Effect on Prior Years of Retroactive Restatement for Accounting Change (Note 1) - 314,793 - - 314,793 Prior Period Adjustment (Note 16) - (465,000) - - (465,000) ------------------------------------------------------------ BALANCE AT JANUARY 1, 1997, AS (2,290,576) 26,814,868 (281,000) (816,502) 31,227,606 RESTATED Purchase of 25,150 Shares of Common Stock at Prices Ranging from $10.00 to $19.61 Per Share (419,084) - 48,000 148,131 (371,084) Sale of 1,500 Shares of Treasury 27,615 - - - 27,615 Stock At $18.41 per share Net Income - 329,574 - - 329,574 Compensation Expense 162,920 162,920 Cash Dividends, $0.24 Per Share (263,607) (263,607) ------------------------------------------------------------- BALANCE AT December 31, 1997 (2,682,045) 26,880,835 (233,000) (505,451) 31,113,024 Purchase of 43,722 Shares of Common Stock at Prices Ranging from $10.00 To $22.61 Per Share (711,644) - 233,000 497,670 (478,644) Net Loss - (455,844) - - (455,844) Compensation Expense - - - 7,781 99,170 Cash Dividends, $0.24 Per Share - (254,748) - - (254,748) ------------------------------------------------------------- BALANCE AT DECEMBER 31, 1998 (3,393,689) 26,170,243 - - 30,022,958 Exercise of 9,500 Stock Options at Prices Ranging $5.00 to $18.41 Per Share 187,113 - (120,385) - - Tax Benefit of Stock Option Exercise - - - - 110,430 Net Income - 3,135,494 - - 3,135,494 Compensation Expense - - - - 60,122 Cash Dividends, $0.24 Per Share - (250,099) - - (250,099) ------------------------------------------------------------- BALANCE AT DECEMBER 31, 1999 $(3,206,576) $29,055,638 $(120,385) $ $33,078,905 ============ =========== ========== ======= =========== (See Independent Auditors' Report and Accompanying Notes)
POLY-SEAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 YEAR ENDED -------------------------------------------- 1999 1998 1997 -------------------------------------------- OPERATING ACTIVITIES Net Income (Loss) $ 3,135,494 $ (455,844) $ 329,574 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation 4,627,447 4,107,273 3,925,871 Amortization of unearned portion of - 7,780 162,920 restricted stock Compensation Expense - stock options 60,122 91,389 - Deferred income taxes 817,366 (264,396) 53,790 Gain on sale of investments - (1,837) (1,532) (Gain) loss on sale of property and equipment 10,229 (222,400) (737,076) (Increase) Decrease in accounts receivable 475,994 (356,735) 1,396,039 (Increase) Decrease in inventories (580,438) 1,616,277 279,243 (Increase) Decrease in prepaid expenses and other current assets 94,999 (54,455) (23,560) (Increase) Decrease in other assets (11,471) 216,141 (90,425) Increase (Decrease) in accounts payable and accrued expenses (1,129,455) (541,406) 564,916 (Increase) Decrease in income taxes receivable 352,115 (281,560) 39,352 Increase in income taxes payable 99,112 - - -------------------------------------------- Net cash provided by operating activities 7,951,514 3,860,227 5,899,112 INVESTING ACTIVITIES Purchases and construction of property and (4,523,377) (5,657,802) (6,669,433) equipment Proceeds from sale of property and equipment - 384,706 1,466,041 Proceeds from sales of investments - 32,390 152,137 Investment in license agreements (105,000) (150,000) - -------------------------------------------- Net cash used in investing activities (4,628,377) (5,390,706) (5,051,255) -------------------------------------------- FINANCING ACTIVITIES Proceeds from long-term debt - 2,000,000 - Principle payments on long-term debt (800,000) (583,334) (400,000) Purchase of treasury stock - (62,328) (371,084) Tax benefit of stock option exercise 110,430 - - Proceeds from sale of treasury stock - - 27,615 Payments of dividends (250,099) (254,748) (263,607) -------------------------------------------- Net cash provided by (used in) financing activities (939,669) 1,099,590 (1,007,076) -------------------------------------------- Net increase (decrease) in cash and cash equivalents 2,383,468 (430,889) (159,219) Cash and cash equivalents - Beginning of year 618,544 1,049,433 1,208,652 -------------------------------------------- Cash and cash equivalents - End of year $ 3,002,012 $ 618,544 $ 1,049,433 ============================================
(See Independent Auditors' Report and Accompanying Notes) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ NATURE OF OPERATIONS -------------------- Poly-Seal Corporation and its subsidiaries are manufacturers of compression and injection molded plastic closures and figments, which are sold to customers located throughout the United States. USE OF ESTIMATES ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. PRINCIPLES OF CONSOLIDATION --------------------------- The consolidated financial statements include the accounts of Poly-Seal Corporation and its wholly-owned subsidiaries, Moldcraft Plastics, Inc. (Moldcraft) and Supply-Line, Inc. (collectively referred to as the Company). Intercompany transactions and balances have been eliminated. As of December 31, 1999, the subsidiaries were merged into Poly-Seal Corporation. CASH AND CASH EQUIVALENTS ------------------------- The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company has cash and cash equivalents in a major financial institution which at times may exceed the FDIC insurance limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INVENTORIES ----------- Inventories are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market. During 1998, the Company changed its method of determining the cost of inventories from the last-in, first-out (LIFO) method to the FIFO method. The Company believes the FIFO method results in a closer matching of costs and revenue during periods of fluctuating prices. The cumulative effect of this change on financial statements prior to 1997 has been recorded as a prior period adjustment. The financial statements for 1997 have been retroactively restated for the change, which resulted in a decrease in net income of $314,793 (net of taxes of $192,939). DEPRECIATION ------------ Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. AMORTIZATION ------------ Goodwill is being amortized on a straight-line basis over 15 years. INCOME TAXES ------------ Deferred income taxes are provided on temporary differences between financial statement and income tax reporting, arising principally from the use of accelerated methods of depreciation for income tax purposes. NET INCOME PER SHARE -------------------- Net income per share is based on the weighted average number of common shares outstanding during the year. RECLASSIFICATIONS ----------------- Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 2. INVESTMENTS ----------- Marketable equity securities have been classified as available-for-sale and are stated at cost, which approximates fair value. The corporate bond is classified as available-for-sale and carried at amortized cost, which approximates fair value. The Company's investment portfolio at December 31, 1999 and 1998 consisted of the following: 1999 1998 -------- --------- Equity Securities $ 1,288 $ 1,288 Corporate Bond 19,972 19,972 -------- --------- $ 21,260 $ 21,260 ======== ========= The bond held at December 31, 1999 matures in 2010. 3. INVENTORIES ----------- Inventories at December 31, 1999 and 1998 consisted of the following: 1999 1998 ---------- ---------- Raw Materials $1,942,225 $1,683,612 Work-in-Process 1,630,165 1,802,512 Finished Goods 5,113,272 4,619,100 ---------- ---------- $8,685,662 $8,105,224 ========== ========== (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 4. PROPERTY, PLANT, AND EQUIPMENT ------------------------------ At December 31, 1999 and 1998, property, plant, and equipment consisted of the following: 1999 1998 ----------- ----------- Land $ 500,000 $ 500,000 Buildings and Improvements 9,742,105 9,697,357 Machinery and Equipment 25,296,084 23,774,398 Molds 9,767,981 8,108,355 Automobiles 60,984 128,318 Computer Equipment 3,883,947 3,731,652 Furniture and Fixtures 682,130 673,769 ----------- ----------- Total Cost 49,933,231 46,613,849 Less: Accumulated Depreciation 30,478,718 26,022,676 ----------- ----------- Property, Plant and Equipment 19,454,513 20,591,173 =========== =========== 5. STOCK OPTION PLANS ------------------ The Company's Restricted Stock Option Plan (1987 Plan) provided for the grant of options to key managerial employees that were immediately exercisable for the purchase of restricted common stock generally at a price below the formula value (estimated fair value) of the stock. As part of the 1987 Plan, the Company agreed to finance the purchase through notes. The restrictions, which lapsed ratably over a 10-year period, generally provided the Company the right to repurchase unvested shares at the original exercise price. Deferred compensation was recorded equal to the difference between the exercise price and the formula value and was amortized to expense as the restrictions lapsed. Deferred compensation expense was $7,781 and $162,920 for the years ended December 31, 1998 and 1997, respectively. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The 1987 Plan expired in December 1997 and, during 1998, the Company repurchased 23,881 shares of common stock, representing all of the outstanding shares still subject to restrictions, for $30,038 in cash and the cancellation of notes receivable of $233,000. In connection with that transaction, additional paid-in capital was reduced by $497,670, representing the remaining amount of unrecognized deferred compensation. During 1997, the Company adopted a stock option plan (1997 Plan) under which key managerial employees may purchase common stock. The 1997 Plan authorizes the issuance of up to 150,000 options. Employees become 33% vested in the options two years after the grant date, 66% vested three years after the grant date, and 100% vested four years after the grant date. The excess of the fair market value of common stock (determined by formula) at date of grant over the exercise price is recognized as compensation expense as employees vest in the options. The options issued under the 1997 Plan are being accounted for in accordance with Opinion 25 of the Accounting Principles Board (APB No. 25). The Company recognized compensation expense of $60,122 in 1999, $91,389 in 1998, and $0 in 1997, under the 1997 Plan. Had compensation expense been determined on the basis of fair value pursuant to Financial Accounting Standard No. 123, 1999, 1998 and 1997 net income would have been reduced by $59,916, $52,329 and $0, respectively. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The table below sets forth information regarding options granted under the 1997 Plan:
Weighted Weighted Average Number of Average Fair Value Range of Options Exercise Price of Options Exercise Prices ---------- -------------- ------------ --------------- Options Outstanding, January 1, 1997 - - - - Granted 78,500 $ 16.33 $ 4.49 $ 5.00-$18.41 ---------- Options Outstanding, December 31, 1997 78,500 16.33 4.49 5.00- 18.41 Granted 21,000 10.00 10.60 10.00 ---------- Options Outstanding, December 31, 1998 99,500 14.99 5.78 5.00- 18.41 Granted 33,500 18.74 2.26 18.74 Cancelled (29,000) 16.53 4.57 10.00- 18.41 Exercised (9,500) 12.67 7.40 5.00- 18.41 ---------- Options Outstanding, December 31, 1999 94,500 5.00- 18.41 ==========
At December 31, 1999, 9,166 options were exercisable. The weighted average remaining term for all options at December 31, 1999 is nine years. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The Black Scholes option pricing model was used to estimate the fair value of the options as of the date of the grant. The assumptions used to determine the fair value included: Annual Dividend Rate $ 0.24 $ 0.24 $ 0.24 Volatility 0.0% 0.0% 0.0% Risk Free Interest Rate 5.4% 4.7% 4.7% 6. NOTE PAYABLE ------------ The Company has available unsecured working capital lines of credit totaling $8 million with two banks. The lines are renewable annually. Loans bear interest at either fixed or variable rates (as defined in the loan agreement) at the election of the Company. At December 31, 1999, the Company had $188,000 in letters of credit outstanding under a line of credit. In addition, the Company has available lines of credit for the acquisition of tooling and equipment, which expire in July 2001. At December 31, 1999, approximately $5.6 million was available under the equipment lines of credit. 7. LONG-TERM DEBT -------------- As of December 31, 1999 and 1998, long-term debt consisted of the following: 1999 1998 -------------- -------------- Banks; monthly payments of $33,334 plus interest at LIBOR plus .625% until August 2006 $ 2,666,666 $ 3,066,666 Bank; monthly payments of $33,334 plus interest at LIBOR plus .625% until August 2003 1,416,667 1,816,667 -------------- -------------- 4,083,333 4,883,333 Less: Current Maturities 800,000 800,000 -------------- -------------- $ 3,283,333 $ 4,083,333 ============== ============== (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED Maturities of long-term debt at December 31, 1999 for the next five years were as follows: Year Ending December 31, 2000 $ 800,000 2001 800,000 2002 800,000 2003 616,667 2004 400,008 The Company is required to maintain certain financial ratios. To reduce the impact of changes in interest rates on its floating rate long-term debt, the Company entered into an interest rate swap agreement with its bank. The agreement entitles the Company to receive from its bank, on a monthly basis, the amount of any interest paid by the Company in excess of 6.465% on $1,942,000 of outstanding loans through August 2006. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 8. INCOME TAXES ------------ The provision (benefit) for income taxes consisted of the following:
1999 1998 1997 --------------------------------------- Current $1,200,061 $ (21,100) $ 170,338 Deferred 817,366 (264,395) 53,789 --------------------------------------- Provision (Benefit) for Income Taxes $2,017,427 $(285,495) $ 224,127 ========== ========== ========= Deferred tax assets and liabilities at December 31, 1999 and 1998 were as follows: 1999 1998 ------------ ------------ Deferred Tax Assets $ 394,440 $ 992,506 Deferred Tax Liabilities (2,344,549) (2,125,249)
9. EMPLOYEE RETIREMENT PLANS ------------------------- The Company maintains two separate defined benefit pension plans. The plans cover the Poly-Seal union employees and the Moldcraft salaried and clerical employees. In 1998 and 1997, the Company maintained an additional defined benefit pension plan covering the Moldcraft union employees. The Moldcraft union pension plan was terminated on December 15, 1998. All distributions were made in accordance with ERISA guidelines. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The following table provides further information about the plan and amounts recognized in the Consolidated Balance Sheets:
1999 1998 1997 --------------------------------------- Fair Value of Plan Assets $ 4,367,449 $ 3,738,447 $ 3,755,329 Less: Benefit Obligation 3,296,774 3,765,658 3,354,993 --------------------------------------- Funded Status $ 1,070,675 $ (27,211) $ 400,336 =========== ============ =========== Prepaid Pension Cost Recognized as Other Assets $ 682,392 $ 670,921 $ 792,704 Pension Cost 205,076 240,737 194,486 Employer Contributions 252,184 123,542 299,911 Benefits Paid 101,373 88,009 90,158 Weighted average assumptions are as follows: 1999 1998 1997 --------------------------------------- Poly-Seal (as of September 30): ------------------------------- Discount Rate 7.50% 6.25% 6.75% Expected Return on Plan Assets 8.50% 7.25% 7.50% Rate of Compensation Increase - - - Moldcraft (as of December 31): ------------------------------ Discount Rate 7.00% 7.50% 7.50% Expected Return on Plan Assets 8.50% 8.50% 8.50% Rate of Compensation Increase - - - (See Independent Auditors' Report)
POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The Company also maintains a money purchase pension plan for qualified nonunion employees to which it contributes 9% of compensation, as defined in the plan. Contributions for the years ended December 31, 1999, 1998 and 1997 were $397,371, $439,062 and $488,091, respectively. In addition, the Company also maintains two separate 401(k) plans that cover Poly-seal salaried and union employees, respectively. There were no contributions to either plan during the years ended December 31, 1999, 1998 and 1997. 10. RESTRUCTURING OF OPERATIONS --------------------------- In 1996, management adopted a plan to consolidate the operations of three of its manufacturing facilities into one facility. The consolidation of these operations was completed during 1998. In December 1997, the Company sold the land and building at its Pulaski manufacturing facility. This sale resulted in a gain of $1,047,455. In January 1998, the Company sold the land, building, and certain machinery and equipment at its Shannon Drive manufacturing facility for cash and a note receivable. The sale resulted in a loss of approximately $214,000, which is reflected in the 1997 Consolidated Statement of Operations. The Company received the proceeds of the note in February 2000. Certain costs associated with maintaining the above two facilities subsequent to the consolidation of their respective operations have been presented as Restructuring and Idle Facility Expenses in the accompanying Consolidated Statements of Operations. In addition, the consolidation resulted in the termination of certain employees. The Company recorded $300,000 for severance pay relating to these terminations, which is included in Restructuring and Idle Facility Expenses in the accompanying 1998 Consolidated Statement of Operations. 11. SHUT DOWN COSTS --------------- During 1998, the Company shut down its Holabird Plant for a 2-week period in response to a health related event. The costs for remediation, payroll costs, and other related costs to restart operations have been presented as shut down costs in the accompanying Consolidated Statement of Operations. The Company is negotiating with a third-party contractor for reimbursement of these costs. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 12. UNUSUAL EXPENSES ---------------- During 1999, the Company experienced a fire, which was contained to the cooling tower equipment on the roof of its Holabird plant. The costs for repairs and temporary replacement of assets have been presented as unusual expenses in the accompanying Consolidated Statement of Operations. The Company is pursuing reimbursement of these expenses through its property and casualty insurance coverage and through a potential legal claim. 13. SUPPLEMENTAL CASH FLOW INFORMATION ---------------------------------- Cash paid during the years ended December 31, 1999, 1998 and 1997 included the following:
1999 1998 1997 --------------------------------------- Income Taxes $ 951,200 $ 208,000 $ 102,400 Interest 285,894 339,349 231,131 During the year ended December 31, 1999, stock options were exercised for notes receivable of $120,385 (Note 5). During the year ended December 31, 1998, purchases of treasury stock resulted in a reduction in notes receivable of $233,000 and an increase in accrued liabilities of $416,316. In January 1998, the Company sold a building in exchange for a note receivable in the amount of $1,850,000 (Note 10). During the year ended December 31, 1997, purchases of treasury stock resulted in a reduction of notes receivable of $48,000. (See Independent Auditors' Report) POLY-SEAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 14. COMMITMENTS ----------- LEASES ------ The Company leases a warehouse facility and a sales office under operating leases expiring in various years through the year 2003. The Company has an option to renew the warehouse facility lease for six years. The Company also leases vehicles and office equipment under operating leases through 2003. Future minimum lease payments required under operating leases are as follows: Year Ending December 31, 2000 $ 443,234 2001 408,690 2002 404,548 2003 365,678 Rent expense for the years ended December 31, 1999, 1998 and 1997 was $478,714, $653,670 and $426,445, respectively. STOCK REPURCHASE ---------------- The Company has granted certain stockholders, who purchased common stock under the 1987 Plan, the right to require the Company to repurchase the shares at formula value. At December 31, 1999, the aggregate formula value of these shares was $1,076,000. 15. SUBSEQUENT EVENT ---------------- On December 28, 1999, the Company's shareholders signed a letter of intent to sell all the Company's outstanding common stock to Berry Plastics Corporation. The terms of the Company's long-term debt allow the lender to accelerate the debt upon a change in the majority ownership of the Company. In addition, currently outstanding stock options will become vested under the terms of the stock option plan. The transaction is expected to close during the first quarter of 2000. 16. PRIOR PERIOD ADJUSTMENT ----------------------- During 1999, the Company determined the accrued vacation liability for the years prior to 1999 had not been properly recorded. As a result, retained earnings at January 1, 1997 have been reduced by $465,000. (See Independent Auditors' Report) Poly-Seal Corporation and Subsidiaries Consolidated Balance Sheets May 9, 2000 (In Thousands of Dollars)
(UNAUDITED) Assets Current assets: Cash and cash equivalents $ 349 Accounts receivable(less allowance for doubtful accounts of $182) 5,884 Inventories 9,724 Other current assets 151 ------------- Total current assets 16,108 Property and equipment, cost 54,263 Property and equipment, accumulated depreciation (32,252) ------------- Property and equipment, net 22,011 Intangible assets, net 524 Other assets 1,882 ------------- Total assets $ 40,525 ============= (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,294 Accrued expenses and other liabilities 1,822 Current portion of long-term debt 800 ------------- Total current liabilities 3,916 Long-term debt, less current portion 2,233 Other liabilities 2,177 ------------- Total liabilities 8,326 Stockholders' equity 21,199 ------------- Total liabilities and stockholders' equity $ 40,525 ============= SEE ACCOMPANYING NOTE. Poly-Seal Corporation and Subsidiaries Consolidated Statements of Operations For the period from January 1, 2000 to May 9, 2000 (In Thousands of Dollars) (UNAUDITED) Net sales $ 17,060 Cost of goods sold 16,244 ------------- Gross margin 816 Operating expenses: Selling 919 General and administrative 1,021 Other 694 ------------- Operating loss (1,818) Other income: Interest income 40 Other income 121 ------------- Loss before income taxes (1,657) Income tax benefit (693) ------------- Net loss $ (964) =============
SEE ACCOMPANYING NOTE Poly-Seal Corporation and Subsidiaries Consolidated Statements of Cash Flows For the period from January 1, 2000 to May 9, 2000 (In Thousands of Dollars)
UNAUDITED OPERATING ACTIVITIES Net loss $ (964) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 1,815 Deferred income taxes 30 Amortization 27 Changes in operating assets and liabilities: Accounts receivable, net 286 Inventories (1,039) Prepaid expenses and other receivables 81 Payables and accrued expenses (786) Income taxes payable (1,206) ------------- Net cash used for operating activities (1,756) INVESTING ACTIVITIES Additions to property and equipment (1,775) ------------- Net cash used for investing activities (1,775) FINANCING ACTIVITIES Long-term notes receivable 1,970 Payments on long-term borrowings (1,050) Payments of dividends (63) ------------- Net cash provided by financing activities 857 ------------- Net decrease in cash and cash equivalents (2,674) Cash and cash equivalents at beginning of period 3,023 ------------- Cash and cash equivalents at end of period $ 349 =============
SEE ACCOMPANYING NOTE. Poly-Seal Corporation and Subsidiaries Note to Consolidated Financial Statements (In Thousands of Dollars) As of May 9, 2000 and for the period from January 1, 2000 to May 9, 2000 The unaudited consolidated financial statements of Poly-Seal Corporation and Subsidiaries as of May 9, 2000 and for the period from January 1, 2000 to May 9, 2000 have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period presented are not necessarily indicative of the results that may be expected for the full fiscal year. These statements should be read in conjunction with the consolidated audited financial statements of Poly-Seal Corporation as of December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997 included in this Form 8-K/A. Comparative consolidated financial statements as of May 9, 1999 and for the period from January 1, 1999 to May 9, 1999 have not been presented as these statements were not available. 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 Poly-Seal Corporation ("Poly-Seal") and CPI Holding Corporation ("CPI Holding") 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 Poly-Seal and CPI Holding, 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 April 1, 2000 and the condensed statements of operations give effect to the acquisitions as if it had occurred at the beginning of the respective period. There are no pro forma condensed balance sheet adjustments as of April 1, 2000 for the acquisition of CPI Holding as these adjustments are reflected in Holding's historical balances as of April 1, 2000. There are no pro forma condensed consolidated statement of operations adjustments for the three months ended April 1, 2000 for the acquisition of CPI Holding as the operations of this business are included in Holding's historical balances from January 2, 2000 through April 1, 2000. 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 January 1, 2000, with the audited consolidated financial statements and related notes of Poly-Seal as of December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997 included in this Form 8-K/A, and with Form 8-K/A filed on September 20, 1999 which provides similar information related to the acquisition of CPI Holding. BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)
APRIL 1, 2000 ---------------------------------------------------------------------------------- HOLDING POLY-SEAL PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ------------------ ----------------- ----------------- ------------------ ASSETS (UNAUDITED) (UNAUDITED) Current assets Cash and cash equivalents $ 2,707 $ 4,459 $ - $ 7,166 Accounts receivable 49,164 6,256 - 55,420 Inventories 44,514 9,210 - 53,724 Other current assets 5,389 424 - 5,813 ------------------ ----------------- ----------------- ------------------ Total current assets 101,774 20,349 - 122,123 Property and equipment, net 146,611 21,918 4,148 (a) 172,677 Intangible assets, net 99,992 536 19,225 (b) 119,753 Other assets 2,339 780 - 3,119 ------------------ ----------------- ----------------- ------------------ Total assets $ 350,716 $ 43,583 $23,373 $417,672 ================== ================= ================= ================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 30,003 $ 1,333 $ - $ 31,336 Accrued liabilities 35,977 2,484 - 38,461 Current portion of long-term debt 21,593 800 1,857 (c) 24,250 ------------------ ----------------- ----------------- ------------------ Total current liabilities 87,573 4,617 1,857 94,047 Long-term debt, less current portion 390,222 3,083 30,222 (d) 423,527 Other liabilities 13,843 2,177 - 16,022 ------------------ ----------------- ----------------- ------------------ Total liabilities 491,638 9,877 32,079 533,594 Stockholders' equity (deficit): Total stockholders' equity (deficit) (140,922) 33,706 (8,706) (e) (115,922) ------------------ ----------------- ----------------- ------------------ Total liabilities and stockholders' equity $ 350,716 $ 43,583 $23,373 $417,672 ================== ================= ================= ==================
SEE ACCOMPANYING NOTE. 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 April 1, 2000, and the historical balance sheet presented for Poly-Seal is as of March 31, 2000. The following adjustments reflect the acquisition of the common stock of Poly-Seal and the repayment of the outstanding debt of Poly-Seal on a pro forma basis using proceeds from additional borrowings under Berry's credit facility and the issuance by Holding of $25.0 million of 14% preferred stock. The pro forma allocations to the assets acquired and liabilities assumed have been made using estimates by management and may be adjusted subsequently. The amount allocated to cost in excess of assets acquired may be subsequently adjusted but any such adjustment is not expected to be material. The cost in excess of net assets acquired will be amortized by the straight-line method over a period of 15 years.
(a) Adjustment to property and equipment, net: Write up to fair market value $ 4,148 ============ (b) Adjustment to intangible assets, net: Allocation of excess of purchase price over net assets acquired to intangible assets $ 19,225 ============ (c) Adjustments to current portion of long-term debt: Repayment of debt $ (800) Additional current borrowings under credit facility 2,657 ------------ Net change in current portion of long-term debt $ 1,857 ============ (d) Adjustments to long-term debt, excluding current portion: Repayment of debt $ (3,083) Additional borrowings under credit facility 33,305 ------------ Net change in long-term debt, excluding current portion $ 30,222 ============ (e) Adjustments to stockholders' equity: Elimination of equity prior to acquisition $(33,706) Additional paid in capital by Holding through the issuance by Holding of 14% preferred stock 25,000 ------------ Net change in stockholders' equity $ (8,706) ============
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
FISCAL 1999 -------------------------------------------------------------------------------------------- HOLDING POLY-SEAL CPI HOLDING PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ---------------------------------------------------------------------------------------- Net sales $ 328,834 $ 49,828 $ 31,327 $ - $ 409,989 Cost of goods sold 241,067 37,439 25,674 - 304,180 --------------- ------------- --------------- ---------------- --------------- Gross margin 87,767 12,389 5,653 - 105,809 Operating expenses 54,118 7,248 3,515 1,284 (a) 1,600 (d) 67,765 --------------- ------------- --------------- ---------------- ---------------- Operating income (loss) 33,649 5,141 2,138 (2,884) 38,044 Interest expense, net 40,817 290 3,170 2,690 (b) 48,111 1,144 (e) Other income (expense) (1,416) 302 - - (1,114) --------------- ------------- --------------- ---------------- ---------------- Income (loss) before income taxes (8,584) 5,153 (1,032) (6,718) (11,181) Income tax expense (benefit) 554 2,017 202 (2,017) (c) 554 (202) (f) --------------- ------------- --------------- ---------------- ---------------- Net income (loss) $ (9,138) $ 3,136 $ (1,234) $ (4,499) $ (11,735) =============== ============= =============== ================ ================
SEE ACCOMPANYING NOTES. BPC HOLDING CORPORATION NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS) YEAR ENDED JANUARY 1, 2000 The historical consolidated statement of operations presented for Holding is for its fiscal year ended January 1, 2000, and the historical statement of operations presented for Poly-Seal is for the twelve months ended December 31, 1999. The historical statement of operations presented for CPI Holding is for its six month period ended May 31, 1999.
POLY-SEAL ADJUSTMENTS (a) Adjustment to operating expenses: Increase in amortization due to increase in cost in excess of net assets acquired $ 1,284 -------------- (b) Adjustments to interest expense: Elimination of interest expense on debt extinguished $ (290) Additional interest incurred on borrowing for acquisition 2,980 -------------- Net change in interest expense 2,690 ============== (c) Adjustment to income tax expense: Elimination of income tax expense due to Holding's net operating loss carryforward $(2,017) ============== CPI HOLDING ADJUSTMENTS (d) Adjustment to operating expense: Increase in amortization due to increase in cost in excess of net assets acquired $ 1,600 -------------- (e) Adjustments to interest expense: Elimination of interest expense on debt extinguished $(3,170) Additional interest incurred on borrowing for acquisition 4,314 -------------- Net change in interest expense $ 1,144 ============== (f) Adjustment to income tax expense: Elimination of income tax expense due to Holding's net operating loss carryforward $ (202) ==============
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED APRIL 1, 2000 ----------------------------------------------------------------------------------- HOLDING POLY-SEAL PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ---------------- --------------- ----------------- ---------------- Net sales $ 97,184 $ 12,391 $ - $ 109,575 Cost of goods sold 75,189 9,597 - 84,786 ---------------- --------------- ----------------- ---------------- Gross margin 21,995 2,794 - 24,789 Operating expenses 16,228 1,812 321 (a) 18,361 ---------------- --------------- ----------------- ---------------- Operating income (loss) 5,767 982 (321) 6,428 Interest expense (income), net 11,539 (4) 749 (b) 12,284 Other income (expense) (528) 85 - (443) ---------------- --------------- ----------------- ---------------- Income (loss) before income taxes (6,300) 1,071 (1,070) (6,299) Income tax expense (benefit) 16 398 (398) (c) 16 ---------------- --------------- ----------------- ---------------- Net income (loss) $ (6,316) $ 673 $ (672) $ (6,315) ================ =============== ================= ================
SEE ACCOMPANYING NOTES. BPC Holding Corporation Notes to Pro Forma Unaudited Condensed Consolidated Statement of Operations (Dollars in thousands) THREE MONTHS ENDED APRIL 1, 2000
The historical consolidated statement of operations presented for Holding is for its three months ended April 1, 2000 and the historical statement of operations presented for Poly-Seal is for the three months ended March 31, 2000. (a) Adjustment to operating expenses: Increase in amortization due to increase in cost in excess of net assets acquired $ 321 ============= (b) Adjustments to interest expense: Elimination of interest income $ 4 Additional interest incurred on borrowing for the acquisition 745 ------------- $ 749 ============= (c) Adjustment to income tax expense: Elimination of income tax expense due to Holding's net operating loss carryforward $ (398) =============
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 Poly-Seal, and the historical financial statements of CPI Holding, 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 April 1, 2000 and the pro forma statements of operations give effect to the acquisitions as if they had occurred at the beginning of the respective period.
CONSOLIDATED PRO FORMA BALANCE SHEET Current assets $ 121,421 Property and equipment, net of accumulated depreciation 172,677 Other noncurrent assets 119,792 Current liabilities 89,436 Noncurrent liabilities 323,559 Equity 895 CONSOLIDATED STATEMENT OF OPERATIONS Year ended January 1, 2000: Net sales $ 409,989 Cost of goods sold 304,180 Income before income taxes 2,734 Net income 2,197 Three months ended April 1, 2000: Net sales $ 109,575 Cost of goods sold 84,786 Loss before income taxes (2,551) Net loss (2,563)
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 BPC Holding Corporation Berry Iowa Corporation Berry Tri-Plas Corporation Berry Sterling Corporation Aerocon, Inc. Packerware Corporation Berry Plastics Design Corporation Venture Packaging, Inc. Venture Packaging Midwest, Inc. Venture Packaging Southeast, Inc. Knight Plastics, Inc. CPI Holding Corporation Cardinal Packaging, Inc. Poly-Seal Corporation Berry Plastics Acquisition Corporation II Berry Plastics Acquisition Corporation III Dated: July 24, 2000 By: /S/ JAMES M. KRATOCHVIL James M. Kratochvil Executive Vice President, Chief Financial Officer,Treasurer and Secretary of the entities listed above(Principal Financial and Accounting Officer) NIM Holdings Limited Berry Plastics U.K. Limited Norwich Acquisition Limited Dated: July 24, 2000 By: /S/ JAMES M. KRATOCHVIL James M. Kratochvil Director of the entities listed above (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----