-----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, KEc+yzyIGyGtMHt4dHCbnrFTxw4U9OQuL5Oxb5XO/UK6yNNeQxUCMF4IiFzYieix eF/QuFKlgL3Z/UJ08m3DjA== /in/edgar/work/20000815/0000890566-00-001307/0000890566-00-001307.txt : 20000922 0000890566-00-001307.hdr.sgml : 20000921 ACCESSION NUMBER: 0000890566-00-001307 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000701 FILED AS OF DATE: 20000815 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 702915 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-06 FILM NUMBER: 702916 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-01 FILM NUMBER: 702917 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-02 FILM NUMBER: 702918 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-01 FILM NUMBER: 702919 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-11 FILM NUMBER: 702920 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-05 FILM NUMBER: 702921 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-07 FILM NUMBER: 702922 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-08 FILM NUMBER: 702923 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-09 FILM NUMBER: 702924 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: [3089 ] IRS NUMBER: 571029638 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-03 FILM NUMBER: 702925 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: NIM HOLDINGS LTD CENTRAL INDEX KEY: 0001075625 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-04 FILM NUMBER: 702926 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-13 FILM NUMBER: 702927 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-10 FILM NUMBER: 702928 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-02 FILM NUMBER: 702929 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-14 FILM NUMBER: 702930 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-15 FILM NUMBER: 702931 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-17 FILM NUMBER: 702932 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-16 FILM NUMBER: 702933 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-05 FILM NUMBER: 702934 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 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________________to__________________ Commission File Number 33-75706 BERRY PLASTICS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 35-1813706 (State or other jurisdiction (IRS employer of incorporation or organization) identification number) 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) BERRY PLASTICS TECHNICAL SERVICES, 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) 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) 2 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 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) Registrants' telephone number, including area code: (812) 424-2904 NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of issuers' classes of common stock, as of the latest practicable date: As of July 2, 2000, the following shares of capital stock of BPC Holding Corporation were outstanding: 91,000 shares of Class A Voting Common Stock; 259,000 shares of Class A Nonvoting Common Stock; 144,546 shares of Class B Voting Common Stock; 56,509 shares of Class B Nonvoting Common Stock; and 16,833 shares of Class C Nonvoting Common Stock. As of July 2, 2000, there were outstanding 100 shares of the Common Stock, $.01 par value, of Berry Plastics Corporation, 100 shares of the Common Stock, $.01 par value, of Berry Iowa Corporation, 100 shares of the Common Stock, $.01 par value, of Berry Tri-Plas Corporation, 100 shares of the Common Stock, $.01 par value, of Berry Sterling Corporation, 100 shares of the Common Stock, $.01 par value, of Aerocon, Inc., 100 shares of the Common Stock, $.01 par value, of PackerWare Corporation, 100 shares of the Common Stock, $.01 par value, of Berry Plastics Design Corporation, 100 shares of the Common Stock, $.01 par value, of Venture Packaging, Inc., 100 shares of the Common Stock, $.01 par value, of Venture Packaging Midwest, Inc., 100 shares of the Common Stock, $.01 par value, of Berry Plastics Technical Services, Inc., 4,000,000 Ordinary Shares of (pound)1 par value, of NIM Holdings Limited, 5,850 Ordinary Shares of (pound)1 par value, of Berry Plastics U.K. Limited, 100 shares of the Common Stock, $.01 par value, of Knight Plastics, Inc., 100 shares of the Common Stock, $.01 par value, of CPI Holding Corporation, 100 shares of the Common Stock, $.01 par value, of Cardinal Packaging, Inc., 2 Ordinary Shares of (pound)1 par value, of Norwich Acquisition Limited, 100 shares of the Common Stock, $.01 par value, of Berry Plastics Acquisition Corporation II, 100 shares of the Common Stock, $.01 par value, of Poly-Seal Corporation, and 100 shares of the Common Stock, $.01 par value, of Berry Plastics Acquisition Corporation III. 3 BPC HOLDING CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX FOR QUARTERLY PERIOD ENDED JULY 1, 2000 PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets............................ 5 Consolidated Statements of Operations.................. 7 Consolidated Statements of Cash Flows.................. 8 Notes to Consolidated Financial Statements............. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings...................................... 20 Item 2. Changes in Securities and Use of Proceeds.............. 20 Item 4. Submission of Matters to a Vote of Security Holders.... 21 Item 6. Exhibits and Reports on Form 8-K....................... 21 SIGNATURE............................................................... 22 4 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars) JULY 1, JANUARY 1, 2000 2000 -------- ---------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents ......................... $ 3,732 $ 2,546 Accounts receivable (less allowance for doubtful accounts of $1,915 at July 1, 2000 and $1,386 at January 1, 2000) .................. 51,696 37,507 Inventories: Finished goods ................................. 38,109 31,676 Raw materials and supplies ..................... 15,785 15,016 -------- -------- 53,894 46,692 Prepaid expenses and other receivables ............ 7,314 2,082 Income taxes recoverable .......................... 1,151 45 -------- -------- Total current assets ................................. 117,787 88,872 Property and equipment: Land .............................................. 9,061 8,556 Buildings and improvements ........................ 55,119 48,080 Machinery, equipment and tooling .................. 191,051 172,082 Construction in progress .......................... 37,380 18,170 -------- -------- 292,611 246,888 Less accumulated depreciation ..................... 109,709 100,096 -------- -------- 182,902 146,792 Intangible assets: Deferred financing and origination fees, net ...... 10,830 11,571 Covenants not to compete, net ..................... 4,176 3,723 Excess of cost over net assets acquired, net ...... 101,846 87,614 -------- -------- 116,852 102,908 Other ................................................ 250 2,235 -------- -------- Total assets ......................................... $417,791 $340,807 ======== ======== 5 Consolidated Balance Sheets (continued) (In Thousands of Dollars) JULY 1, JANUARY 1, 2000 2000 --------- --------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable ................................... $ 30,766 $ 25,798 Accrued expenses and other liabilities ............. 16,378 9,590 Accrued interest ................................... 7,800 8,108 Employee compensation and payroll taxes ............ 11,961 13,461 Income taxes ....................................... 170 279 Current portion of long-term debt .................. 21,435 21,109 --------- --------- Total current liabilities ............................ 88,510 78,345 Long-term debt, less current portion ................. 437,050 382,880 Accrued dividends on preferred stock ................. 13,617 11,001 Deferred income taxes ................................ 461 503 Other liabilities .................................... 1,232 1,549 --------- --------- 540,870 474,278 Stockholders' equity (deficit): Series A Preferred Stock; 600,000 shares authorized; issued and outstanding (net of discount of $2,331 at July 1, 2000 and $2,478 at January 1, 2000) ................... 12,240 12,093 Series A-1 Preferred Stock, 1,400,000 shares authorized; 1,000,000 issued and outstanding (net of discount of $72 at July 1, 2000) ......... 19,715 -- Series B Preferred Stock; 200,000 shares authorized, issued and outstanding ............... 5,000 5,000 Class A Common Stock; $.01 par value: Voting; 500,000 shares authorized; 91,000 shares issued and outstanding .................. 1 1 Nonvoting; 500,000 shares authorized; 259,000 shares issued and outstanding .......... 3 3 Class B Common Stock; $.01 par value: Voting; 500,000 shares authorized; 145,058 shares issued and 144,546 shares outstanding ... 1 1 Nonvoting; 500,000 shares authorized; 58,612 shares issued and 56,509 shares outstanding .... 1 1 Class C Common Stock; $.01 par value: Nonvoting; 500,000 shares authorized; 17,000 shares issued and 16,833 shares outstanding .... -- -- Treasury stock: 512 shares Class B Voting Common Stock; 2,103 shares Class B Nonvoting Common Stock; and 167 shares Class C Nonvoting Common Stock ..................................... (369) (256) Additional paid-in capital ......................... 38,724 41,559 Warrants ........................................... 9,386 3,511 Retained earnings (deficit) ........................ (207,004) (195,061) Accumulated other comprehensive loss .............. (777) (323) --------- --------- Total stockholders' equity (deficit) ................. (123,079) (133,471) --------- --------- Total liabilities and stockholders' equity (deficit) . $ 417,791 $ 340,807 ========= ========= SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 6 BPC Holding Corporation and Subsidiaries Consolidated Statements of Operations (In Thousands of Dollars)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ---------------------- ---------------------- JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 --------- --------- --------- --------- (UNAUDITED) (UNAUDITED) Net sales ......................... $ 107,186 $ 82,392 $ 204,368 $ 159,852 Cost of goods sold ................ 81,719 58,259 156,902 112,782 --------- --------- --------- --------- Gross margin ...................... 25,467 24,133 47,466 47,070 Operating expenses: Selling ......................... 5,580 4,323 10,749 8,553 General and administrative ...... 6,361 5,845 12,688 11,883 Research and development ........ 835 633 1,562 1,175 Amortization of intangibles ..... 2,506 1,275 4,728 2,550 Other expenses .................. 2,496 711 4,276 1,667 --------- --------- --------- --------- Operating income .................. 7,689 11,346 13,463 21,242 Other expenses: Loss on disposal of property and equipment ........ 88 169 616 778 --------- --------- --------- --------- Income before interest, taxes, and extraordinary item ... 7,601 11,177 12,847 20,464 Interest: Expense ......................... (12,242) (8,736) (23,794) (18,022) Income .......................... 40 62 52 162 --------- --------- --------- --------- Income (loss) before income taxes and extraordinary item .......... (4,601) 2,503 (10,895) 2,604 Income taxes ...................... 8 289 24 482 --------- --------- --------- --------- Net income (loss) before extraordinary item .............. (4,609) 2,214 (10,919) 2,122 Extraordinary item (less applicable income taxes of $0) ............. 1,022 -- 1,022 -- --------- --------- --------- --------- Net income (loss) ................. (5,631) 2,214 (11,941) 2,122 Preferred stock dividends ......... (1,582) (998) (2,616) (1,962) Amortization of preferred stock discount .................. (145) (73) (218) (146) --------- --------- --------- --------- Net income (loss) attributable to common stockholders .......... $ (7,358) $ 1,143 $ (14,775) $ 14 ========= ========= ========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 7 BPC Holding Corporation and Subsidiaries Consolidated Statements of Cash Flows (In Thousands of Dollars) TWENTY-SIX WEEKS ENDED -------------------- JULY 1, JULY 3, 2000 1999 -------- -------- (UNAUDITED) OPERATING ACTIVITIES Net income (loss) ...................................... $(11,941) $ 2,122 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation ....................................... 14,370 11,560 Non-cash interest expense .......................... 8,244 872 Amortization ....................................... 4,728 2,550 Interest funded by assets held in trust ............ -- 6,427 Write-off deferred financing and origination fees .. 527 -- Loss on sale of property and equipment ............. 616 778 Changes in operating assets and liabilities: Accounts receivable, net ......................... (8,487) (11,058) Inventories ...................................... 2,475 (636) Prepaid expenses and other receivables ........... (5,283) (910) Other assets ..................................... -- (126) Payables and accrued expenses .................... 2,549 4,557 -------- -------- Net cash provided by operating activities .............. 7,798 16,136 INVESTING ACTIVITIES Additions to property and equipment .................... (19,595) (13,461) Proceeds from disposal of property and equipment ....... 82 408 Acquisitions of businesses, net of cash required ....... (59,877) -- -------- -------- Net cash used for investing activities ................. (79,390) (13,053) FINANCING ACTIVITIES Proceeds from long-term borrowings ..................... 58,352 7,672 Payments on long-term borrowings ....................... (10,784) (10,058) Issuance of preferred stock and warrants ............... 25,000 -- Purchase of treasury stock ............................. (112) (16) -------- -------- Net cash provided by (used by) financing activities .... 72,456 (2,402) Effect of exchange rate changes on cash ................ 322 (6) -------- -------- Net increase in cash and cash equivalents .............. 1,186 675 Cash and cash equivalents at beginning of period ....... 2,546 2,318 -------- -------- Cash and cash equivalents at end of period ............. $ 3,732 $ 2,993 ======== ======== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 8 BPC Holding Corporation and Subsidiaries Notes to Consolidated Financial Statements (In thousands of dollars, except as otherwise noted) (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of BPC Holding Corporation and its subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. 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 (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying financial statements include the results of BPC Holding Corporation ("Holding") and its wholly-owned subsidiary, Berry Plastics Corporation ("Berry"), and its wholly-owned subsidiaries: 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., Berry Plastics Technical Services, Inc., NIM Holdings Limited, Berry Plastics U.K. Limited, Knight Plastics, Inc., CPI Holding Corporation, Cardinal Packaging, Inc., Norwich Acquisition Limited, Berry Plastics Acquisition Corporation II, Berry Plastics Acquisition Corporation III, and Poly-Seal Corporation. For further information, refer to the consolidated financial statements and footnotes thereto included in Holding's and Berry's Form 10-K's filed with the Securities and Exchange Commission for the year ended January 1, 2000. Certain amounts on the 1999 financial statements have been reclassified to conform with the 2000 presentation. 2. ACQUISITIONS On May 9, 2000, Berry acquired all of the outstanding capital stock of Poly-Seal Corporation ("Poly-Seal") for aggregate consideration of approximately $58.0 million. The purchase was financed through the issuance by Holding of $25.0 million of 14% preferred stock (see Note 7) and additional borrowings under the Credit Facility (See Note 3). The operations of Poly-Seal are included in Berry's operations since the acquisition date using the purchase method of accounting. On July 6, 1999, Berry acquired all of the outstanding capital stock of CPI Holding Corporation ("Cardinal"), the parent company of Cardinal Packaging, Inc. for aggregate consideration of approximately $72.0 million. The purchase was financed through the issuance by Berry of $75.0 million of 11% Senior Subordinated Notes. The operations of Cardinal are included in Berry's operations since the acquisition date using the purchase method of accounting. 9 The pro forma results listed below are unaudited and reflect purchase accounting adjustments assuming the Cardinal and Poly-Seal acquisitions occurred on January 3, 1999.
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ----------------------- ----------------------- JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 ---------- -------- --------- ---------- Net sales ....................... $ 111,855 109,302 $ 221,430 $ 214,004 Income (loss) before income taxes and extraordinary item ....... (7,862) 424 (14,157) (2,041) Net loss attributable to common stockholders ............. (10,116) (1,974) (18,572) (6,706)
The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated at the above date, nor are they necessarily indicative of future operating results. Further, the information gathered on the acquired companies is based upon unaudited internal financial information and reflects only pro forma adjustments for additional interest expense and amortization of the excess of the cost over the underlying net assets acquired, net of the applicable income tax effects. 3. LONG-TERM DEBT Long-term debt consists of the following: JULY 1, JANUARY 1, 2000 2000 -------- -------- Holding 12.50% Senior Secured Notes ........ $119,373 $111,956 Berry 12.25% Senior Subordinated Notes ..... 125,000 125,000 Berry 11% Senior Subordinated Notes ........ 75,000 75,000 Term loans ................................. 84,720 55,221 Revolving lines of credit .................. 49,917 31,649 Nevada Industrial Revenue Bonds ............ 3,500 4,000 Capital leases ............................. 365 479 Debt premium, net .......................... 610 684 -------- -------- 458,485 403,989 Less current portion of long-term debt ..... 21,435 21,109 -------- -------- $437,050 $382,880 ======== ======== The current portion of long-term debt consists of $20.9 million of quarterly installments on the term loans, a $0.5 million repayment of the industrial bonds and the monthly principal payments related to capital lease obligations. 10 In connection with the acquisition of Poly-Seal, Berry amended its financing and security agreement with Bank of America (the "Credit Facility") to increase the amount of funds available within the facility. At July 1, 2000, the Credit Facility provided for an aggregate principal amount of approximately $161.3 million consisting of (i) a $70.0 million revolving line of credit, subject to a borrowing base formula, (ii) a $2.4 million revolving line of credit in the U.K. ("UK Revolver"), subject to a borrowing base formula, (iii) a $80.5 million term loan facility, (iv) a $4.2 million term loan facility in the U.K. ("UK Term Loan") and (v) a $4.2 million standby letter of credit facility to support the Company's and its subsidiaries' obligations under the Nevada Bonds. As a result of amending the credit facility, a portion of the deferred financing and origination fees related to the Credit Facility have been charged to expense as an extraordinary item. At July 1, 2000, the Company had unused borrowing capacity under the Credit Facility's revolving line of credit of approximately $20.9 million. The indebtedness under the Credit Facility is guaranteed by Holding, Berry, and all of Berry's subsidiaries. The obligations of the Company and the subsidiaries under the Credit Facility and the guarantees thereof are secured primarily by all of the assets of such entities. 4. BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION The following summarizes financial information of Holding's wholly-owned subsidiary, Berry Plastics Corporation, and its subsidiaries. JULY 1, JANUARY 1, 2000 2000 --------- --------- CONSOLIDATED BALANCE SHEETS Current assets ..................... $ 117,270 $ 88,163 Property and equipment - net of accumulated depreciation ......... 182,902 146,792 Other noncurrent assets ............ 106,272 93,889 Current liabilities ................ 87,568 77,308 Noncurrent liabilities ............. 319,885 272,977 Equity (deficit) ................... (1,009) (21,441)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ----------------------- ----------------------- JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 --------- --------- --------- --------- CONSOLIDATED STATEMENT OF OPERATIONS Net sales .......................... $ 107,186 $ 82,392 $ 204,368 $ 159,852 Cost of goods sold ................. 81,719 58,259 156,902 112,782 Income (loss) before income taxes and extraordinary item ........... (534) 5,946 (3,080) 9,465 Net income (loss) .................. (1,556) 5,655 (4,115) 8,989
11 The following summarizes parent company only financial information of Berry: JULY 1, JANUARY 1, 2000 2000 --------- --------- BALANCE SHEET Current assets ............................... $ 42,317 $ 37,296 Property and equipment - net of accumulated depreciation ................... 57,699 53,452 Investment in/due from subsidiaries .......... 254,428 191,258 Other noncurrent assets ...................... 12,526 13,398 Current liabilities .......................... 54,463 50,983 Noncurrent liabilities ....................... 313,516 265,862 Equity (deficit) ............................. (1,009) (21,441)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ------------------- --------------------- JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 ------- ------- ------- ------- CONSOLIDATED STATEMENTS OF OPERATIONS Net sales .......................... $42,419 $40,675 $82,887 $76,207 Cost of goods sold ................. 29,250 26,187 56,884 48,642 Income before income taxes ......... 2,886 5,946 5,102 9,465 Net income ......................... 2,886 5,655 5,092 8,989
5. SEGMENT REPORTING The Company has two reportable segments: packaging products and housewares products. The Company's packaging business consists of three primary market groups: overcaps and closures, containers, and drink cups. The Company's housewares business consists of semi-disposable plastic housewares and plastic lawn and garden products, sold primarily through major national retail marketers and national chain stores. 12 The Company evaluates performance and allocates resources based on operating income before depreciation and amortization of intangibles adjusted to exclude (i) market value adjustment related to stock options, (ii) other non-recurring or "one-time" expenses, and (iii) management fees and reimbursed expenses paid to First Atlantic ("Adjusted EBITDA"). The Company's reportable segments are business units that offer different products to different markets.
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ----------------------- ----------------------- JULY 1, JULY 3, JULY 1, JULY 3, 2000 1999 2000 1999 --------- --------- --------- --------- Net sales: Packaging products ........................ $ 100,895 $ 75,279 $ 185,577 $ 140,443 Housewares products ....................... 6,292 7,113 18,790 19,409 Adjusted EBITDA: Packaging products ........................ 19,743 18,349 34,544 33,912 Housewares products ....................... 762 982 2,916 3,741 Reconciliation of Adjusted EBITDA to income (loss) before income taxes: Adjusted EBITDA for reportable segments .. $ 20,505 $ 19,331 $ 37,460 $ 37,653 Net interest expense ..................... (12,202) (8,674) (23,742) (17,860) Depreciation ............................. (7,564) (5,687) (14,370) (11,560) Amortization ............................. (2,506) (1,275) (4,728) (2,549) Extraordinary item ....................... (1,022) -- (1,022) -- Loss on disposal of property and equipment (88) (169) (616) (778) One-time expenses ........................ (2,528) (711) (4,359) (1,667) Stock option market value adjustment ..... -- (94) (104) (198) Management fees .......................... (218) (218) (436) (437) --------- --------- --------- --------- Income (loss) before income taxes ........ $ (5,623) $ 2,503 $ (11,917) $ 2,604 ========= ========= ========= =========
One time-expenses represent non-recurring expenses that relate to recently acquired businesses, plant consolidations, and litigation associated with a drink cup patent. 6. COMPREHENSIVE INCOME Comprehensive income (losses) were $(6.0) million and $1.7 million for the thirteen weeks ended July 1, 2000 and July 3, 1999, respectively and $(12.4) million and $1.6 million for the twenty-six weeks ended July 1, 2000 and July 3, 1999, respectively. 13 7. CHANGES IN OWNERS EQUITY In connection with the Poly-Seal acquisition on May 9, 2000, Holding issued 1,000,000 shares of Series A-1 Preferred Stock to Chase Venture Capital Associates, LLC and The Northwestern Mutual Life Insurance Company (collectively, the "Purchasers"). The Series A-1 Preferred Stock has a stated value of $25 per share, and dividends accrue at a rate of 14% per annum and will accumulate until declared and paid. The Series A-1 Preferred Stock ranks pari-passu to the Series A Preferred Stock and prior to all other capital stock of Holding. In addition, Warrants to purchase an aggregate of 25,997 shares of Class B Non-Voting Common Stock at $0.01 per share were issued to the Purchasers. 8. SUBSEQUENT EVENTS On July 17, 2000, Berry obtained a second lien senior credit facility for an aggregate principal amount of $25.0 million, resulting in net proceeds of $24.3 million after fees and expenses. The proceeds were utilized to reduce the Company's revolving line of credit. The $25.0 million principal amount is due upon the facility's maturity in July 2002. On July 27, 2000, Berry and Berry Sterling Corporation entered into a settlement agreement with Packaging Resources Incorporated ("PRI") to provide resolution to claims filed between the parties involving United States Patent No. Des. 362,368. As part of the agreement, Berry paid $0.5 million to PRI as full settlement of claims between the parties relating to this patent. 14 Item 2. BPC Holding Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations Unless the context discloses otherwise, the "Company" as used in this Management's Discussion and Analysis of Financial Condition and Results of Operations shall include Holding and its subsidiaries on a consolidated basis. The following discussion should be read in conjunction with the consolidated financial statements of Holding and its subsidiaries and the accompanying notes thereto, which information is included elsewhere herein. The following discussion includes certain forward-looking statements. Actual results could differ materially from those reflected by the forward-looking statements in the discussion, and a number of factors could adversely affect future results, liquidity and capital resources. These factors include, among other things, the Company's ability to pass through raw material price increases to its customers, its ability to service debt, the availability of plastic resin, the impact of changing environmental laws and changes in the level of the Company's capital investment. Although management believes it has the business strategy and resources needed for improved operations, future revenue and margin trends cannot be reliably predicted. The Company is highly leveraged. The high degree of leverage could have important consequences, including, but not limited to, the following: (i) a substantial portion of the Company's cash flow from operations must be dedicated to the payment of principal and interest on its indebtedness, thereby reducing the funds available to the Company for other purposes; (ii) the Company's ability to obtain additional debt financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired; (iii) certain of the Company's borrowings will be at variable rates of interest, which will expose the Company to the risk of higher interest rates; (iv) the Company is substantially more leveraged than certain of its competitors, which may place the Company at a competitive disadvantage, particularly in light of its acquisition strategy; and (v) the Company's degree of leverage may hinder its ability to adjust rapidly to changing market conditions and could make it more vulnerable in the event of a downturn in general economic conditions or its business. 15 RESULTS OF OPERATIONS 13 WEEKS ENDED JULY 1, 2000 (THE "QUARTER") COMPARED TO 13 WEEKS ENDED JULY 3, 1999 (THE "PRIOR QUARTER") NET SALES. Net sales increased $24.8 million, or 30%, to $107.2 million for the Quarter from $82.4 million for the Prior Quarter with an approximate 8% increase in net selling price due primarily to increased raw material costs. Packaging product net sales increased $25.6 million from the Prior Quarter. Within this segment, the addition of Cardinal and Poly-Seal provided Quarter net sales of approximately $18.4 million and $6.7 million, respectively. Excluding Poly-Seal, overcaps and closures sales decreased $0.4 million from the Prior Quarter. Drink cup sales for the Quarter were flat compared to the Prior Quarter. Excluding Cardinal, container sales increased $3.9 million from the Prior Quarter due primarily to increased selling price as noted above. Custom sales decreased $3.0 million from the Prior Quarter because of a large promotion in the Prior Quarter. Excluding Cardinal, housewares product sales for the Quarter were down $0.8 million from the Prior Quarter as sales were stronger in the first quarter of 1999. GROSS MARGIN. Gross margin increased by $1.4 million to $25.5 million (24% of net sales) for the Quarter from $24.1 million (29% of net sales) for the Prior Quarter. This increase of 6% includes the combined impact of the added Cardinal and Poly-Seal sales volume, acquisition integration, productivity improvement initiatives, and the cyclical impact of higher raw material costs compared to the Prior Quarter. The cost of the Company's primary raw material, resin, was more than 39% higher than the Prior Quarter. A major focus continues to be the consolidation of products and business of recent acquisitions to the most efficient tooling, providing customers with improved products and customer service. As part of the integration, the Company closed its Ontario, California facility (acquired in the Cardinal acquisition) in the third quarter of 1999. In addition, the Company made two configuration changes that were completed in the fourth quarter of 1999 with the Minneapolis, Minnesota (acquired in the Cardinal acquisition) and Iowa Falls, Iowa locations closing their molding operations. The business from these locations are distributed throughout Berry's facilities. Also, significant productivity improvements were made during the year, including the addition of state-of-the-art injection molding equipment, molds and printing equipment at several of the Company's facilities. OPERATING EXPENSES. Selling expenses increased by $1.3 million to $5.6 million for the Quarter from $4.3 million for the Prior Quarter principally as a result the Cardinal and Poly-Seal acquisitions. General and administrative expenses increased from $5.8 million for the Prior Quarter to $6.4 million for the Quarter. The increase of $0.6 million is primarily attributable to the Cardinal and Poly-Seal acquisitions partially offset by decreased accrued bonus expenses. During the Quarter, one-time transition expenses were $1.8 million related to the shutdown and reorganization of facilities and $0.7 million related to acquisitions. In the Prior Quarter, one-time transition expenses were $0.5 million related to acquisitions and $0.2 million related to the shutdown of the Arlington Heights facility. INTEREST EXPENSE. Interest expense increased $3.8 million to $12.5 million for the Quarter compared to $8.7 million for the Prior Quarter primarily due to the issuance of $75.0 million of 11% Senior Subordinated Notes to fund the Cardinal acquisition and an increase in borrowings under the Credit Facility to fund the Poly-Seal acquisition. 16 INCOME TAX. For the Quarter, the Company recorded income tax expense of $8,000 compared to $289,000 for the Prior Quarter. The Company continues to operate in a net operating loss carryforward position for Federal income tax purposes. NET INCOME (LOSS). The Company recorded a net loss of $5.6 million for the Quarter compared to net income of $2.2 million for the Prior Quarter for the reasons discussed above. 26 WEEKS ENDED JULY 1, 2000 ("YTD") COMPARED TO 26 WEEKS ENDED JULY 3, 1999 ("PRIOR YTD") NET SALES. Net sales increased $44.5 million, or 28%, to $204.4 million for the YTD from $159.9 million for the Prior YTD with an approximate 8% increase in net selling price due primarily to increased raw material costs. Packaging product net sales increased $45.1 million from the Prior YTD. Within this segment, the addition of Cardinal and Poly-Seal provided net sales for the YTD of $32.0 million and $6.7 million, respectively. Excluding Poly-Seal, overcaps and closures sales decreased $0.3 million. Drink cup sales for the YTD were $1.5 million higher than the Prior YTD with the addition of a significant new product. Container sales increased $9.0 million from the Prior YTD despite the Company's decision to exit certain low margin business. Custom sales decreased $3.8 million from the Prior YTD with a large promotion in the Prior YTD. Housewares sales for the YTD decreased $0.6 million from the Prior YTD due to the Company's decision to exit a low margin account. Within this segment, Cardinal provided sales for the YTD of $1.8 million. GROSS MARGIN. Gross margin increased by $0.4 million to $47.5 million (23% of net sales) for the YTD from $47.1 million (29% of net sales) for the Prior YTD. This increase of 1% includes the combined impact of the added Cardinal and Poly-Seal sales volume, acquisition integration, productivity improvement initiatives, and the cyclical impact of higher raw material costs compared to the Prior YTD. The cost of the Company's primary raw material, resin, has increased over 45% from the Prior YTD. A major focus continues to be the consolidation of products and business of recent acquisitions to the most efficient tooling, providing customers with improved products and customer service. As part of the integration, the Company closed its Arlington Heights, Illinois (acquired in the Knight acquisition) facility in the first quarter of 1999 and its Ontario, California facility (acquired in the Cardinal acquisition) in the third quarter of 1999. In addition, the Company made two configuration changes that were completed in the fourth quarter of 1999 with the Minneapolis, Minnesota (acquired in the Cardinal acquisition) and Iowa Falls, Iowa locations closing their molding operations. The business from these locations are distributed throughout Berry's facilities. Also, significant productivity improvements were made during the year, including the addition of state-of-the-art injection molding equipment, molds and printing equipment at several of the Company's facilities. OPERATING EXPENSES. Selling expenses increased by $2.1 million to $10.7 million for the YTD from $8.6 million for the Prior YTD principally as a result of the Cardinal and Poly-Seal acquisitions. General and administrative expenses increased by $0.8 million to $12.7 million for the YTD from $11.9 million for the Prior YTD. The increase is primarily attributable to the Cardinal and Poly-Seal acquisitions partially offset by decreased accrued bonus expenses. YTD one-time transition expenses include $3.3 million related to the shutdown and reorganization of facilities and $1.0 million related to acquisitions. One-time transition expenses for Prior YTD 17 were $0.6 million related to the shutdown of the Anderson and Arlington Heights facilities and $1.1 million related to acquisitions. INTEREST EXPENSE. Interest expense increased $6.0 million to $24.0 million for the YTD compared to $18.0 million for the Prior YTD primarily due to the issuance of $75.0 million of 11% Senior Subordinated Notes to support the Cardinal acquisition and an increase in borrowings under the Credit Facility to support the Poly-Seal acquisition. INCOME TAX. The Company's income tax expense was $24,000 for the YTD compared to $482,000 for the Prior YTD. The Company continues to operate in a net operating loss carryforward position for Federal income tax purposes. NET INCOME (LOSS). Net loss for the YTD of $11.9 million was a decrease of $14.0 million from net income of $2.1 million for the Prior YTD for the reasons discussed above. LIQUIDITY AND SOURCES OF CAPITAL Net cash provided by operating activities was $7.8 million for the YTD, a decrease of $8.3 million from the Prior YTD. The decrease is primarily the result of higher raw material costs with net income before depreciation and amortization decreasing $9.6 million from the Prior YTD. Net cash used for investing activities increased from $13.1 million in the Prior YTD to $79.7 million for the YTD as a result of the Poly-Seal acquistion and strong capital spending. YTD capital spending of $19.6 million included $10.2 million for molds, $1.8 million for molding and printing machines, $6.4 million for buildings and systems, and $1.2 million for accessory equipment and systems. Net cash provided by financing activities was $72.5 million for the YTD compared to net cash used for financing activities of $2.4 million for the Prior YTD. The increase of $74.9 million can be primarily attributed to increased borrowings under the Credit Facility and the issuance of the Series A-1 Preferred Stock to finance the Poly-Seal acquisition. The Company anticipates that its cash interest, working capital and capital expenditure requirements for 2000 will be satisfied through a combination of funds generated from operating activities and cash on hand, together with funds available under the Credit Facility. Management bases such belief on historical experience and the funds available under the Credit Facility. However, the Company cannot predict its future results of operations. At July 1, 2000, the Company's cash balance was $3.7 million, and Berry had unused borrowing capacity under the Credit Facility's borrowing base of approximately $20.9 million. 18 The 1994 Indenture, 1998 Indenture, and 1999 Indenture restrict, and the Credit Facility prohibits, Berry's ability to pay any dividend or make any distribution of funds to Holding to satisfy interest and other obligations on the 1996 Notes. Based upon historical operating results, without a substantial increase in the operating results of Berry, management anticipates that it will be unable to generate sufficient cash flow to permit a dividend to Holding in an amount sufficient to meet Holding's interest payment obligations under the 1996 Notes. Interest on the 1996 Notes is payable semi-annually on June 15 and December 15 of each year. However, from December 15, 1999 until June 15, 2001, Holding may, at its option, pay interest, at an increased rate of 0.75% per annum, in additional 1996 notes valued at 100% of the principal amount thereof. On June 15, 2000, Holding issued approximately $7.4 million aggregate principal amount of additional 1996 Notes in satisfaction of its interest obligation. After June 15, 2001 or in the event that Holding does not pay interest in additional notes, management anticipates that such interest obligations will only be met by refinancing the 1996 Notes or raising capital through equity offerings. We can not assure you that then-current market conditions would permit Holding to consummate a refinancing or equity offering. 19 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company's legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its financial condition. Reference is made to the discussion of the lawsuit against Packaging Resources Incorporated ("Packaging Resources") under the caption "Item 3. Legal Proceedings" of the Company's Report on Form 10-K for the fiscal year ended January 1, 2000. On July 27, 2000, Berry and Berry Sterling Corporation entered into a settlement agreement with Packaging Resources to provide resolution to all claims filed by the parties involving United States Patent No. DES 362,368 (the "368 Patent"). As part of the settlement, Berry paid $500,000 to Packaging Resources as full settlement of claims between the parties relating to the 368 Patent. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS In order to finance a portion of the consideration delivered in connection with the acquisition of Poly-Seal, Holding issued, pursuant to a Preferred Stock and Warrant Purchase Agreement dated as of May 9, 2000 (the "Preferred Agreement") by and among Holding, Chase Venture Captial Associates, LLC ("CVCA") and The Northwestern Mutual Life Insurance Company ("Northwestern"), 1,000,000 shares of Series A-1 Preferred Stock in a private placement (the "Preferred Placement") for an aggregate purchase price of $25 million. The Series A-1 Preferred Stock has a stated value of $25 per share, and dividends accrue at a rate of 14% per annum and will accumulate until declared and paid. The Series A-1 Perferred Stock ranks pari-passu with the Series A Preferred Stock and prior to all other capital stock of Holding. In connection with the Preferred Placement, Holding issued warrants to purchase 25,997 shares of its Series B Non-Voting Common Stock at $0.01 per share. Holding also extended the expiration period of currently outstanding warrants to purchase Series B Non-Voting Common Stock and Series B Voting Common Stock held by CVCA and Northwestern to May 9, 2006. The Series A-1 Preferred Stock and Warrants were issued in transactions exempt from registration in reliance on the exemption provided by Section 4 (2) of the Securities Act of 1933. 20 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS By Written Consent in Lieu of a Meeting of the Stockholders of BPC Holding Corporation dated May 2, 2000, a majority of the stockholders approved the amendment and restatement of the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Preferred Stock from 1,000,000 to 2,200,000, consisting of 600,000 shares of Series A Cumulative Preferred Stock, 200,000 shares of Series B Cumulative Preferred Stock and 1,400,000 shares of Series A-1 Preferred Stock. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on Form 8-K: A Current Report on Form 8-K, dated May 9, 2000, was filed by Berry on May, 24, 1999. Under Item 2, Acquisition or Disposition of Assets, Berry reported the consummation of the Poly-Seal acquisition. No financial statements were included in the Form 8-K. The Form 8-K was amended by the filing of the Form 8-K/A on July 24, 2000, which includes the financial statements of the business acquired and pro forma financial information. 21 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned 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. Berry Plastics Technical Services, Inc. Knight Plastics, Inc. CPI Holding Corporation Cardinal Packaging, Inc. Berry Plastics Acquisition Corporation II Poly-Seal Corporation Berry Plastics Acquisition Corporation III August 15, 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 Norwich Acquisition Limited Berry Plastics U.K. Limited By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Director of the entities listed above (Principal Financial and Accounting Officer) 22 EX-27 2 0002.txt WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 6-MOS DEC-30-2000 JUL-01-2000 3,732 0 53,611 1,915 53,894 117,787 292,611 109,709 417,791 84,637 437,050 0 36,955 6 (160,040) 417,791 204,368 204,392 156,902 190,905 0 751 23,794 (10,895) 24 (10,919) 0 1,022 0 (11,941) 0 0
-----END PRIVACY-ENHANCED MESSAGE-----