-----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, CWZpdFAh89mG8utUm4sVAy0388QX2q6BXu9C2Mg+aU7/Kz+dPKSZaG/uakB7q+xt 4riscCGW1L448h/Y40eK0g== 0000890566-99-001552.txt : 19991208 0000890566-99-001552.hdr.sgml : 19991208 ACCESSION NUMBER: 0000890566-99-001552 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS CORP CENTRAL INDEX KEY: 0000919463 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351813706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599 FILM NUMBER: 99770019 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: BPC HOLDING CORP CENTRAL INDEX KEY: 0000919465 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351814673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-06 FILM NUMBER: 99770020 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: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 421382173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-12 FILM NUMBER: 99770021 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-01 FILM NUMBER: 99770022 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST CITY: EVANSVILLE STATE: IN ZIP: 47710 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: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 541749681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-11 FILM NUMBER: 99770023 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACKERWARE CORP CENTRAL INDEX KEY: 0001075620 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 480759852 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-05 FILM NUMBER: 99770024 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS DESIGN CORP CENTRAL INDEX KEY: 0001075621 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 621689708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-07 FILM NUMBER: 99770025 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: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 510368479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-08 FILM NUMBER: 99770026 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTURE PACKAGING MIDWEST INC CENTRAL INDEX KEY: 0001075623 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-09 FILM NUMBER: 99770027 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: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-03 FILM NUMBER: 99770028 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: PLASTICS PRODUCTS, NEC [3089] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-04 FILM NUMBER: 99770029 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: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 352056610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-13 FILM NUMBER: 99770030 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROCON INC /DE/ CENTRAL INDEX KEY: 0001075629 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351948748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-10 FILM NUMBER: 99770031 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: NORWICH INJECTION MOULDERS LTD CENTRAL INDEX KEY: 0001075630 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351948748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-02 FILM NUMBER: 99770032 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: CARDINAL PACKAGING INC CENTRAL INDEX KEY: 0001093665 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341396561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-14 FILM NUMBER: 99770033 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CPI HOLDING CORP CENTRAL INDEX KEY: 0001093666 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341820303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-15 FILM NUMBER: 99770034 BUSINESS ADDRESS: STREET 1: PO 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 CENTRAL INDEX KEY: 0001094726 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-17 FILM NUMBER: 99770035 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: NORWICH ACQUISITION LTD CENTRAL INDEX KEY: 0001094729 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-64599-16 FILM NUMBER: 99770036 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 S-4/A 1 As filed with the Securities and Exchange Commission on December 7, 1999 Registration No. 333-64599 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- AMENDMENT NO. 5 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- BERRY PLASTICS CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 35-1813706 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BPC HOLDING CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 35-1814673 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BERRY IOWA CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 42-1382173 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BERRY TRI-PLAS CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 56-1949250 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BERRY STERLING CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 54-1749681 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) AEROCON, INC. (Exact name of registrant as specified in charter) Delaware 3089 35-1948748 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) PACKERWARE CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BERRY PLASTICS DESIGN CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 62-1689708 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) VENTURE PACKAGING, INC. (Exact name of registrant as specified in charter) Delaware 3089 51-0368479 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) VENTURE PACKAGING MIDWEST, INC. (Exact name of registrant as specified in charter) Delaware 3089 34-1809003 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) VENTURE PACKAGING SOUTHEAST, INC. (Exact name of registrant as specified in charter) Delaware 3089 57-1029638 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) NIM HOLDINGS LIMITED (Exact name of registrant as specified in charter) England and Wales 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) NORWICH INJECTION MOULDERS LIMITED (Exact name of registrant as specified in charter) England and Wales 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) KNIGHT PLASTICS, INC. (Exact name of registrant as specified in charter) Delaware 3089 35-2056610 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) _______________ CPI HOLDING CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 34-1820303 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) CARDINAL PACKAGING, INC. (Exact name of registrant as specified in charter) Ohio 3089 34-1396561 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) NORWICH ACQUISITION LIMITED (Exact name of registrant as specified in charter) England and Wales 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) BERRY PLASTICS ACQUISITION CORPORATION (Exact name of registrant as specified in charter) Delaware 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
101 Oakley Street Evansville, Indiana 47710 (812) 424-2904 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) _______________ Martin R. Imbler President and Chief Executive Officer Berry Plastics Corporation 101 Oakley Street Evansville, Indiana 47710 (812) 424-2904 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) _______________ WITH COPIES TO: James M. Lurie, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-2400 _______________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If any of the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICIALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ NO DEALER, SALES PERSON OR ANY OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. --------------------------------------------------------------------- TABLE OF CONTENTS PAGE Available Information ........................... ii Summary of Prospectus ........................... 1 Risk Factors .................................... 12 Company History ................................. 20 The Exchange Offer .............................. 22 Capitalization .................................. 30 Pro Forma Condensed Consolidated Financial Statements ......................... 31 Selected Historical Financial Data .............. 35 Management's Discussion and Analysis of Financial Condition and Results of Operations ................................ 37 Business ........................................ 43 Management ...................................... 53 Principal Stockholders .......................... 60 Certain Transactions ............................ 62 Description of Certain Indebtedness ............. 66 Description of Notes ............................ 69 Material Federal Income Tax Considerations ............................... 90 Plan of Distribution ............................ 94 Legal Matters ................................... 94 Experts ......................................... 95 Index to Financial Statements ................... F-1 $25,000,000 BERRY PLASTICS CORPORATION 12 1/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2004 ----------------- PROSPECTUS ----------------- DECEMBER 7, 1999 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate or Articles of Incorporation of the Company and each of the Guarantors (except Norwich), in each case as amended, provide that the Company and the Guarantors shall indemnify their respective directors to the fullest extent permitted under the DGCL, Kansas General Corporation Code, Ohio General Corporation Law, South Carolina Business Corporation Act and the laws of England and Wales (collectively, the "Corporation Law"), as applicable. The Corporation Law provides for indemnification by the Company and each of the Guarantors of their respective directors and officers. In addition, the By-laws of each of the Company and each Guarantor require the respective company to indemnify its current or former directors and officers to the fullest extent permitted by the applicable Corporation Law. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) EXHIBITS 2.1 Asset Purchase Agreement dated February 12, 1992, among the Company, Berry Iowa, Berry Carolina, Inc., Genpak Corporation, a New York corporation, and Innopac International Inc., a public Canadian corporation (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed on February 24, 1994 (Registration No. 33-75706) (the "Form S-1") and incorporated herein by reference) 2.2 Asset Purchase Agreement dated December 24, 1994, between the Company and Berry Plastics, Inc. (filed as Exhibit 10.2 to the Form S-1 and incorporated herein by reference) 2.3 Asset Purchase Agreement dated March 1, 1995, among Berry Sterling, Sterling Products, Inc. and the stockholders of Sterling Products, Inc. (filed as Exhibit 2.3 to the Annual Report on Form 10-K filed on March 31, 1995 (the "1994 Form 10-K") and incorporated herein by reference) 2.4 Asset Purchase Agreement dated December 21, 1995, among Berry Tri-Plas, Tri-Plas, Inc. and Frank C. DeVore (filed as Exhibit 2.4 to the Annual Report on Form 10-K filed on March 28, 1996 (the "1995 Form 10-K") and incorporated herein by reference) 2.5 Asset Purchase Agreement dated January 23, 1996, between the Company and Alpha Products, Inc. (filed as Exhibit 2.5 to the 1995 Form 10-K and incorporated herein by reference) 2.6 Stock Purchase and Recapitalization Agreement dated as of June 12, 1996, by and among Holding, BPC Mergerco, Inc. ("Mergerco") and the other parties thereto (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 3, 1996 (the "Form 8-K") and incorporated herein by reference) 2.7 Preferred Stock and Warrant Purchase Agreement dated as of June 12, 1996, by and among Holding, Mergerco, Chase Venture Capital Associates, L.P. ("CVCA") and The Northwestern Mutual Life Insurance Company ("Northwestern") (filed as Exhibit 2.2 to the Form 8-K and incorporated herein by reference) 2.8 Agreement and Plan of Merger dated as of June 18, 1996, by and between Holding and Mergerco (filed as Exhibit 2.3 to the Form 8-K and incorporated herein by reference) II-1 2.9 Certificate of Merger of Mergerco with and into Holding, dated as of June 18, 1996 (filed as Exhibit 2.9 to the Registration Statement on Form S-4 filed on July 17, 1996 (Registration No. 333-08313) (the "1996 Form S-4") and incorporated herein by reference) 2.10 Agreement and Plan of Reorganization dated as of January 14, 1997 (the "PackerWare Reorganization Agreement"), among the Company, PackerWare Acquisition Corporation, PackerWare Corporation and the shareholders of PackerWare (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on February 4, 1997 (the "1997 8-K") and incorporated herein by reference) 2.11 Amendment to the PackerWare Reorganization Agreement dated as of January 20, 1997 (filed as Exhibit 2.2 to the 1997 8-K and incorporated herein by reference) 2.12 Asset Purchase Agreement dated as of January 17, 1997, among the Company, Container Industries and the shareholders of Container Industries (filed as Exhibit 2.12 to the Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (the "1996 Form 10-K") and incorporated herein by reference) 2.13 Agreement and Plan of Reorganization dated as of January 14, 1997, as amended on January 20, 1997, among the Company, PackerWare Acquisition Corporation, PackerWare Corporation and the Shareholders of PackerWare Corporation (filed as Exhibits 2.1 and 2.2 to the Current Report on Form 8-K filed February 3, 1997 and incorporated herein by reference) 2.14 Asset Purchase Agreement dated May 13, 1997, among the Company, Berry Design, Virginia Design Packaging Corp. and the shareholders of Virginia Design Packaging Corp. (filed as Exhibit 2.14 to the Annual Report on Form 10-K for the fiscal year ended December 27, 1997 (the "1997 Form 10-K") and incorporated herein by reference) **2.15 Agreement for the Sale and Purchase of the Entire Issued Share Capital of Norwich Injection Moulders Limited dated July 2, 1998, among the Company, NIM Holdings Limited and the persons listed on Schedule 1 thereto 2.16 Stock Purchase Agreement dated June 18, 1999 among the Company, CPI Holding, Cardinal and the Shareholders of CPI Holding (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 21, 1999 and incorporated herein by reference). 3.1 Amended and Restated Certificate of Incorporation of Holding (filed as Exhibit 3.1 to the 1996 Form S-4 and incorporated herein by reference) 3.2 By-laws of Holding (filed as Exhibit 3.2 to the Form S-1 and incorporated herein by reference) 3.3 Certificate of Incorporation of the Company (filed as Exhibit 3.3 to the Form S-1 and incorporated herein by reference) 3.4 By-laws of the Company (filed as Exhibit 3.4 to the Form S-1 and incorporated herein by reference) 3.5 Certificate of Incorporation of Berry Iowa (filed as Exhibit 3.5 to the Form S-1 and incorporated herein by reference) 3.6 By-laws of Berry Iowa (filed as Exhibit 3.6 to the Form S-1 and incorporated herein by reference) 3.7 Certificate of Incorporation of Berry Tri-Plas (filed as Exhibit 3.7 to the Form S-1 and incorporated herein by reference) 3.8 By-laws of Berry Tri-Plas (filed as Exhibit 3.8 to the Form S-1 and incorporated herein by reference) 3.9 Certificate of Amendment to the Certificate of Incorporation of Berry Tri-Plas (filed as Exhibit 3.9 to the 1996 Form 10-K and incorporated herein by reference) II-2 3.10 Certificate of Designation, Preferences, and Rights of Series B Cumulative Preferred Stock of Holding (filed as Exhibit 3.10 to the 1997 Form 10-K and incorporated herein by reference) **3.11 Certificate of Incorporation of Berry Sterling **3.12 By-laws of Berry Sterling **3.13 Certificate of Incorporation of AeroCon **3.14 By-laws of AeroCon **3.15 Articles of Incorporation of PackerWare **3.16 By-laws of PackerWare **3.17 Certificate of Incorporation of Berry Design **3.18 By-laws of Berry Design **3.19 Certificate of Incorporation of Venture Holdings **3.20 By-laws of Venture Holdings **3.21 Articles of Incorporation of Venture Midwest **3.22 By-laws of Venture Midwest **3.23 Articles of Incorporation for Venture Southeast **3.24 By-laws of Venture Southeast **3.25 Memorandum of Association of NIM Holdings **3.26 Articles of Association of NIM Holdings **3.27 Memorandum of Association of Norwich **3.28 Articles of Association of Norwich **3.29 Certificate of Incorporation of Knight Plastics **3.30 By-laws of Knight Plastics **3.31 Certificate of Incorporation of CPI Holding Corporation **3.32 By-laws of CPI Holding Corporation **3.33 Certificate of Incorporation of Cardinal Packaging, Inc. **3.34 Code of Regulations of Cardinal Packaging, Inc. **3.35 Memorandum of Association of Norwich Acquisition Limited **3.36 Articles of Association of Norwich Acquisition Limited II-3 **3.37 Certificate of Incorporation of Berry Plastics Acquisitions Corporation **3.38 By-laws of Berry Plastics Acquisition Corporation 4.1 Indenture between the Company and United States Trust Company of New York, as Trustee dated April 21, 1994 (filed as Exhibit 4.1 to the Registration Statement filed on Form S-4 (Registration file number 333-85739) on August 20, 1999 and incorporated herein by reference) 4.2 Warrant Agreement between Holding and United States Trust Company of New York, as Warrant Agent (filed as Exhibit 4.2 to the Form S-1 and incorporated herein by reference) 4.3 Indenture dated as of June 18, 1996, between Holding and First Trust of New York, National Association, as Trustee (the "Trustee"), relating to Holding's Series A and Series B 12.5% Senior Secured Notes Due 2006 (filed as Exhibit 4.3 to the 1996 Form S-4 and incorporated herein by reference) 4.4 Pledge, Escrow and Disbursement Agreement dated as of June 18, 1996, by and among Holding, the Trustee and First Trust of New York, National Association, as Escrow Agent (filed as Exhibit 4.4 to the 1996 Form S-4 and incorporated herein by reference) 4.5 Holding Pledge and Security Agreement dated as of June 18, 1996, between Holding and First Trust of New York, National Association, as Collateral Agent (filed as Exhibit 4.5 to the 1996 Form S-4 and incorporated herein by reference) 4.6 Registration Rights Agreement dated as of June 18, 1996, by and among Holding and DLJ (filed as Exhibit 4.6 to the 1996 Form S-4 and incorporated herein by reference) 4.7 BPC Holding Corporation 1996 Stock Option Plan (filed as Exhibit 4.7 to the 1996 Form 10-K and incorporated herein by reference) 4.8 Form of Nontransferable Performance-Based Incentive Stock Option Agreement (filed as Exhibit 4.7 to the 1996 Form 10-K and incorporated herein by reference) **4.9 Indenture dated as of August 24, 1998 among the Company, the Guarantors and United States Trust Company of New York, as trustee **4.10 Registration Rights Agreement dated as of August 24, 1998 by and among the Company, the Guarantors and DLJ 4.11 Indenture dated as of July 6, 1999 among the Company, the Guarantors and United States Trust Company of New York , as trustee (filed as Exhibit 10.27 of the S-4 of the Company filed on August 20, 1999 (Registration No. 333-85739) and incorporated herein by reference). 4.12 Registration Rights Agreement dated as of July 6, 1999 by and among the Company, the Guarantors, DLJ and Chase Securities, Inc. (filed as Exhibit 10.28 to the S-4 of the Company filed on August 20, 1999 (Registration No. 333-85739) and incorporated herein by reference). **5 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of such firm) regarding the legality of the securities being offered *8 Opinion of O'Sullivan Graev & Karabell, LLP regarding the material United States Federal income tax consequences to the holders of the securities being offered **10.1 Second Amended and Restated Financing and Security Agreement dated as of July 2, 1998, as amended, by and among the Company, NIM Holdings, Norwich, Fleet Capital Corporation, General Electric Capital Corporation, Heller Financial, Inc. and NationsBank, N.A. II-4 10.2 Employment Agreement dated December 24, 1990, as amended, between the Company and Martin R. Imbler ("Imbler") (filed as Exhibit 10.9 to the Form S-1 and incorporated herein by reference) 10.3 Amendment to Imbler Employment Agreement dated November 30, 1995 (filed as Exhibit 10.6 to the 1995 Form 10-K and incorporated herein by reference) 10.4 Amendment to Imbler Employment Agreement dated June 30, 1996 (filed as Exhibit 10.4 to the 1996 Form S-4 and incorporated herein by reference) 10.5 Employment Agreement dated December 24, 1990, as amended, between the Company and R. Brent Beeler ("Beeler") (filed as Exhibit 10.10 to the Form S-1 and incorporated herein by reference) 10.6 Amendment to Beeler Employment Agreement dated November 30, 1995 (filed as Exhibit 10.8 to the 1995 Form 10-K and incorporated herein by reference) 10.7 Amendment to Beeler Employment Agreement dated June 30, 1996 (filed as Exhibit 10.7 to the 1996 Form S-4 and incorporated herein by reference) 10.8 Employment Agreement dated December 24, 1990, as amended, between the Company and James M. Kratochvil ("Kratochvil") (filed as Exhibit 10.12 to the Form S-1 and incorporated herein by reference) 10.9 Amendment to Kratochvil Employment Agreement dated November 30, 1995 (filed as Exhibit 10.12 to the 1995 Form 10-K and incorporated herein by reference) 10.10 Amendment to Kratochvil Employment Agreement dated June 30, 1996 (filed as Exhibit 10.13 to the 1996 Form S-4 and incorporated herein by reference) 10.11 Employment Agreement dated as of January 1, 1993, between the Company and Ira G. Boots ("Boots") (filed as Exhibit 10.13 to the Form S-1 and incorporated herein by reference) 10.12 Amendment to Boots Employment Agreement dated November 30, 1995 (filed as Exhibit 10.14 to the 1995 Form 10-K and incorporated herein by reference) 10.13 Amendment to Boots Employment Agreement dated June 30, 1996 (filed as Exhibit 10.16 to the 1996 Form S-4 and incorporated herein by reference) 10.14 Financing Agreement dated as of April 1, 1991, between the City of Henderson, Nevada Public Improvement Trust and the Company (including exhibits) (filed as Exhibit 10.17 to the Form S-1 and incorporated herein by reference) **10.15 Letter of Credit of NationsBank, N.A. dated April 16, 1997 10.16 Purchase Agreement dated as of June 12, 1996, between Holding and DLJ relating to the 12.5% Senior Secured Notes due 2006 (filed as Exhibit 10.22 to the 1996 Form S-4 and incorporated herein by reference) 10.17 Stockholders Agreement dated as of June 18, 1996, among Holding, Atlantic Equity Partners International II, L.P., CVCA and the other parties thereto (filed as Exhibit 10.23 to the 1996 Form S-4 and incorporated herein by reference) 10.18 Warrant to purchase Class B Common Stock of Holding dated June 18, 1996, issued to CVCA (Warrant No. 1) (filed as Exhibit 10.24 to the 1996 Form S-4 and incorporated herein by reference) 10.19 Warrant to purchase Class B Common Stock of Holding dated June 18, 1996, issued to CVCA (Warrant No. 2) (filed as Exhibit 10.25 to the 1996 Form S-4 and incorporated herein by reference) II-5 10.20 Warrant to purchase Class B Common Stock of Holding dated June 18, 1996, issued to The Northwestern Mutual Life Insurance Company (Warrant No. 3) (filed as Exhibit 10.26 to the 1996 Form S-4 and incorporated herein by reference) 10.21 Warrant to purchase Class B Common Stock of Holding dated June 18, 1996, issued to The Northwestern Mutual Life Insurance Company (Warrant No. 4) (filed as Exhibit 10.27 to the 1996 Form S-4 and incorporated herein by reference) 10.22 Amended and Restated Stockholders Agreement dated June 18, 1996, among Holding and certain stockholders of Holding (filed as Exhibit 10.28 to the 1996 Form S-4 and incorporated herein by reference) 10.23 Second Amended and Restated Management Agreement dated June 18, 1996, between First Atlantic Capital, Ltd. and the Company (filed as Exhibit 10.29 to the 1996 Form S-4 and incorporated herein by reference) 10.24 Warrant to purchase Class B Non-Voting Common Stock of BPC Holding Corporation, dated August 29, 1997, issued to Willard J. Rathbun (filed as Exhibit 10.30 to the 1997 Form 10-K and incorporated herein by reference) 10.25 Warrant to purchase Class B Non-Voting Common Stock of BPC Holding Corporation, dated August 29, 1997, issued to Craig Rathbun (filed as Exhibit 10.31 to the 1997 Form 10-K and incorporated herein by reference) **10.26 Purchase Agreement dated August 19, 1998 among the Company, the Guarantors and DLJ **10.27 Purchase Agreement dated July 6, 1999 among the Company, the Guarantors, DLJ and Chase Securities Inc. **21 List of Subsidiaries **23.1 Consent of O'Sullivan Graev & Karabell, LLP (included as part of its opinion filed as Exhibit 5 hereto) **23.2 Consent of Ernst & Young LLP, independent auditors **23.3 Consent of Deloitte & Touche LLP, independent auditors **23.4 Consent of Lovewell Blake, independent auditors **24 Powers of Attorney **25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of United States Trust Company of New York, as Trustee (separately bound) **27 Financial Data Schedule **99.1 Form of Letter of Transmittal **99.2 Form of Notice of Guaranteed Delivery **99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees **99.4 Form of Letter to Clients - ---------- * Filed herewith. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY PLASTICS CORPORATION By:/S/ MARTIN R.IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * _______________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * _______________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * _______________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * _______________________________ Director December 7, 1999 Ira G. Boots * _______________________________ Director December 7, 1999 David M. Clarke * _______________________________ Director December 7, 1999 Lawrence G. Graev * _______________________________ Director December 7, 1999 Joseph S. Levy II-7 * _______________________________ Director December 7, 1999 Donald J. Hofmann * _______________________________ Director December 7, 1999 Mathew J. Lori *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BPC HOLDING CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President and Director December 7, 1999 Martin R. Imbler (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 David M. Clarke * ___________________________ Director December 7, 1999 Lawrence G. Gracy * ___________________________ Director December 7, 1999 Doanld J. Hofmann * ___________________________ Director December 7, 1999 Joseph S. Levy II-9 * ___________________________ Director December 7, 1999 Matthew J. Lori *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorne-in-fact II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY IOWA CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY TRI-PLAS CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY STERLING CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. AEROCON, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ President, Chief Executive Martin R. Imbler Officer and Chairman of the Board of Directors December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. PACKERWARE CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY PLASTICS DESIGN CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. VENTURE PACKAGING, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. VENTURE PACKAGING MIDWEST, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. VENTURE PACKAGING SOUTHEAST, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Martin R. Imbler Officer and Director December 7, 1999 (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. NIM HOLDINGS LIMITED By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of Martin R. Imbler Directors (Principal December 7, 1999 (Principal Executive Officer) * ___________________________ Director (Principal December 7, 1999 James M. Kratochvil Financial and Accounting Officer) * ___________________________ Sales and Marketing Trevor D. Johnson Director December 7, 1999 * ___________________________ Managing Director December 7, 1999 Alan R. Sandell * ___________________________ Director December 7, 1999 Ira G. Boots * ___________________________ Director December 7, 1999 Graham Edwards *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. NORWICH INJECTION MOULDERS LIMITED By: /s/ MARTIN R. IMBLER Martin R. Imbler Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Martin R. Imbler Directors (Principal Executive Officer) * ___________________________ Director (Principal December 7, 1999 James M. Kratochvil Financial and Accounting Officer) * ___________________________ Sales and Marketing December 7, 1999 Trevor D. Johnson Director * ___________________________ Managing Director December 7, 1999 Alan R. Sandell * ___________________________ Director December 7, 1999 Ira G. Boots * ___________________________ Director December 7, 1999 Graham Edwards * ___________________________ Director December 7, 1999 Douglas Bell * ___________________________ Director December 7, 1999 Steven Cassidy * ___________________________ Director December 7, 1999 Adrian Atkins *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. KNIGHT PLASTICS, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. CPI HOLDING CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. CARDINAL PACKAGING, INC. By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive December 7, 1999 Martin R. Imbler Officer and Director (Principal Executive Officer) * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. NORWICH ACQUISITION LIMITED By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Martin R. Imbler Directors (Principal Executive Officer) * ___________________________ Director (Principal December 7, 1999 James M. Kratochvil Financial and Accounting Officer) * ___________________________ Sales and Marketing December 7, 1999 Trevor D. Johnson Director * ___________________________ Managing Director December 7, 1999 Alan R. Sandell * ___________________________ Director December 7, 1999 Ira G. Boots * ___________________________ Director December 7, 1999 Graham Edwards *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of December, 1999. BERRY PLASTICS ACQUISITION CORPORATION By: /s/ MARTIN R. IMBLER Martin R. Imbler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE * ___________________________ Chairman of the Board of December 7, 1999 Roberto Buaron Directors * ___________________________ President, Chief Executive Officer and Director Martin R. Imbler (Principal Executive Officer) December 7, 1999 * ___________________________ Executive Vice President, December 7, 1999 James M. Kratochvil Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) * ___________________________ Director December 7, 1999 Joseph S. Levy *By: /s/ JAMES M. KRATOCHVIL James M. Kratochvil Attorney-in-fact II-26 EX-8 2 EXHIBIT 8 December 6, 1999 Berry Plastics Corporation 101 Oakley Street Evansville, Indiana 47710 BERRY PLASTICS CORPORATION 12 1/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2004 Dear Sirs: We have acted as counsel for Berry Plastics Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of the Registration Statement of the Company on Form S-4, as amended (File No. 333-64599) (the "Registration Statement"), under the Securities Act of 1933, as amended. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Registration Statement. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering the opinions set forth in the Registration Statement. As to certain questions of fact material to such opinions, we have relied upon certificates or statements of officers of the Company and certificates of public officials. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified or photostatic copies. Based upon and subject to the foregoing, and subject to the qualifications and limitations and factual assumptions set forth therein, we confirm that the discussion in the Registration Statement entitled "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS" constitutes our opinion of the material Federal income tax considerations relevant to the exchange of Old Notes for New Notes pursuant to the Exchange Offer and to the ownership of the New Notes. We know that we are referred to under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name in said Registration Statement and to the use of this letter for filing with said Registration Statement as Exhibit 8 thereto. Very truly yours, /s/ O'SULLIVAN GRAEV & KARABELL, LLP -----END PRIVACY-ENHANCED MESSAGE-----