-----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, QZ7eTTzausJWeUVhMz2McZh0hczzFWrwh0U2NAK+fnSknHuaKpaBSkJJCbidt6wI Wxoz9WT0depVJ/v5T8A3rg== 0000919463-00-000003.txt : 20000517 0000919463-00-000003.hdr.sgml : 20000517 ACCESSION NUMBER: 0000919463-00-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000401 FILED AS OF DATE: 20000516 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 637032 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: 000-00000 FILM NUMBER: 637033 BUSINESS ADDRESS: STREET 1: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706 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: PLASTICS PRODUCTS, NEC [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: 637034 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-02 FILM NUMBER: 637035 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: 637036 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-11 FILM NUMBER: 637037 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-05 FILM NUMBER: 637038 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-07 FILM NUMBER: 637039 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-08 FILM NUMBER: 637040 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-09 FILM NUMBER: 637041 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-03 FILM NUMBER: 637042 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-04 FILM NUMBER: 637043 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-13 FILM NUMBER: 637044 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-10 FILM NUMBER: 637045 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-64599-02 FILM NUMBER: 637046 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-14 FILM NUMBER: 637047 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: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-01 FILM NUMBER: 637048 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-17 FILM NUMBER: 637049 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: 10-Q SEC ACT: SEC FILE NUMBER: 333-85739-16 FILM NUMBER: 637050 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS ACQUISITION CORP III CENTRAL INDEX KEY: 0001114652 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706-05 FILM NUMBER: 637167 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 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 April 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) VENTURE PACKAGING SOUTHEAST, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 57-1029638 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) NIM HOLDINGS LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) BERRY PLASTICS U.K. LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) KNIGHT PLASTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 35-2056610 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) CPI HOLDING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 34-1820303 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) CARDINAL PACKAGING, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 34-1396561 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) NORWICH ACQUISITION LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) England and Wales N/A (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 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) 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 47710 EVANSVILLE, INDIANA (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 Section13 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 April 26, 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; 57,169 shares of Class B Nonvoting Common Stock; and 16,833 shares of Class C Nonvoting Common Stock. As of April 26, 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 Venture Packaging Southeast, Inc., 4,000,000 Ordinary Shares of 1 par value, of NIM Holdings Limited, 5,850 Ordinary Shares of 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 1 par value, of Norwich Acquisition Limited, and 100 shares of the Common Stock, $.01 par value, of Berry Acquisition Corporation. BPC HOLDING CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX FOR QUARTERLY PERIOD ENDED APRIL 1, 2000 PAGE NO. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets 6 Consolidated Statements of Operations 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 19 Item 6. Exhibits and Reports on Form 8-K 19 SIGNATURE 20 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars)
APRIL 1, JANUARY 1, 2000 2000 --------------- -------------- (UNAUDITED) Assets Current assets: Cash and cash equivalents $ 2,707 $ 2,546 Accounts receivable (less allowance for doubtful accounts of $1,696 at April 1, 2000 and $1,386 at 49,164 37,507 January 1, 2000) Inventories: Finished goods 31,909 31,676 Raw materials and supplies 12,605 15,016 --------------- -------------- 44,514 46,692 Prepaid expenses and other receivables 5,344 2,082 Income taxes recoverable 45 45 --------------- -------------- Total current assets 101,774 88,872 Property and equipment: Land 8,445 8,556 Buildings and improvements 47,989 48,080 Machinery, equipment and tooling 167,250 172,082 Construction in progress 25,400 18,170 --------------- -------------- 249,084 246,888 Less accumulated depreciation 102,473 100,096 --------------- -------------- 146,611 146,792 Intangible assets: Deferred financing and origination fees, net 10,981 11,571 Covenants not to compete, net 3,142 3,723 Excess of cost over net assets acquired, net 85,869 87,614 --------------- -------------- 99,992 102,908 Other 2,339 2,235 --------------- -------------- Total assets $ 350,716 $ 340,807 =============== ===============
Consolidated Balance Sheets (continued) (In Thousands of Dollars)
APRIL 1, JANUARY 1, 2000 2000 --------------- -------------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 30,003 $ 25,798 Accrued expenses and other liabilities 10,342 9,590 Accrued interest 13,070 8,108 Employee compensation and payroll taxes 12,179 13,461 Income taxes 386 279 Current portion of long-term debt 21,593 21,109 --------------- -------------- Total current liabilities 87,573 78,345 Long-term debt, less current portion 390,222 382,880 Accrued dividends on preferred stock 12,035 11,001 Deferred income taxes 493 503 Other liabilities 1,315 1,549 --------------- -------------- 491,638 474,278 Stockholders' equity (deficit): Series A Preferred Stock; 800,000 shares authorized; 600,000 shares issued and outstanding (net of discount of $2,404 at April 1, 2000 and 12,167 12,093 $2,478 at January 1, 2000) 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 57,169 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; 1,443 shares Class B Nonvoting Common Stock; and 167 shares Class C Nonvoting Common Stock (256) (256) Additional paid-in capital 40,451 41,559 Warrants 3,511 3,511 Retained earnings (deficit) (201,377) (195,061) Accumulated other comprehensive loss (432) (323) --------------- -------------- Total stockholders' equity (deficit) (140,930) (133,471) --------------- -------------- Total liabilities and stockholders' equity (deficit) $ 350,716 $ 340,807 =============== ===============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC Holding Corporation and Subsidiaries Consolidated Statements of Operations (In Thousands of Dollars)
THIRTEEN WEEKS ENDED ------------------------------ APRIL 1, APRIL 3, 2000 1999 ------------- ------------ (UNAUDITED) Net sales $97,184 $77,460 Cost of goods sold 75,189 54,523 ------------- ------------ Gross margin 21,995 22,937 Operating expenses: Selling 5,170 4,230 General and administrative 6,329 6,038 Research and development 726 542 Amortization of intangibles 2,222 1,275 Other expenses 1,781 956 ------------- ------------ Operating income 5,767 9,896 Other expenses: Loss on disposal of property and equipment 528 609 ------------- ------------ Income before interest and taxes 5,239 9,287 Interest: Expense (11,551) (9,286) Income 12 100 Income (loss) before income taxes (6,300) 101 Income taxes 16 193 ------------- ------------ Net loss (6,316) (92) Preferred stock dividends (1,034) (964) Amortization of preferred stock discount (73) (73) ------------- ------------ Net loss attributable to common shareholders $ (7,423) $ (1,129) ============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC Holding Corporation and Subsidiaries Consolidated Statements of Cash Flows (In Thousands of Dollars)
THIRTEEN WEEKS ENDED ------------------------------ APRIL 1, APRIL 3, Net loss $ (6,316) $ (92) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Depreciation 6,806 5,874 Non-cash interest expense 4,008 436 Amortization 2,222 1,275 Interest funded by assets held in trust - (85) Loss on sale of property and equipment 528 609 Changes in operating assets and liabilities: Accounts receivable, net (11,729) (12,157) Inventories 2,193 (842) Prepaid expenses and other receivables (2,987) 347 Other assets (150) 4 Payables and accrued expenses 4,868 8,713 ------------- ------------ Net cash provided by (used for) operating activities (557) 4,082 INVESTING ACTIVITIES Additions to property and equipment (7,276) (6,639) Proceeds from disposal of property and equipment 30 90 ------------- ------------ Net cash used for investing activities (7,246) (6,549) FINANCING ACTIVITIES Proceeds from long-term borrowings 16,290 9,795 Payments on long-term borrowings (8,327) (5,442) ------------- ------------ Net cash provided by financing activities 7,963 4,353 Effect of exchange rate changes on cash 1 (19) ------------- ------------ Net increase in cash and cash equivalents 161 1,867 Cash and cash equivalents at beginning of period 2,546 2,318 ------------- ------------ Cash and cash equivalents at end of period $ 2,707 $ 4,185 ============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 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., Venture Packaging Southeast, Inc., NIM Holdings Limited ("NIM Holdings"), Berry Plastics U.K. Limited ("Berry UK"), Knight Plastics, Inc., CPI Holding Corporation, Cardinal Packaging, Inc., Norwich Acquisition Limited, and Berry Plastics Acquisition 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 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. THE PRO FORMA RESULTS LISTED BELOW ARE UNAUDITED AND REFLECT PURCHASE ACCOUNTING ADJUSTMENTS ASSUMING THE CARDINAL ACQUISITION OCCURRED ON JANUARY 3, 1999.
THIRTEEN WEEKS ENDED APRIL 3, 1999 ---------------------- Net sales $ 91,693 Loss before income taxes (1,964) Net loss attributable to common stockholders (2,157)
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:
APRIL 1, JANUARY 1, 2000 2000 ---------- ---------- Holding 12.50% Senior Secured Notes $111,956 $111,956 Berry 12.25% Senior Subordinated Notes 125,000 125,000 Berry 11% Senior Subordinated Notes 75,000 75,000 Term loans 46,871 55,221 Revolving lines of credit 47,917 31,649 Nevada Industrial Revenue Bonds 4,000 4,000 Capital leases 423 479 Debt premium, net 648 684 ---------- ---------- 411,815 403,989 Less current portion of long-term debt 21,593 21,109 $390,222 $382,880 ========== ==========
The current portion of long-term debt consists of $20.9 million of quarterly installments on the term loans, and $0.5 million in repayments of the industrial bonds and the monthly principal payments related to capital lease obligations. Berry has a financing and security agreement with Bank of America for a senior secured line of credit (the "Credit Facility") for an aggregate principal amount at April 1, 2000 of approximately $123.5 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 $42.1 million term loan facility, (iv) a $4.8 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. At April 1, 2000, the Company had unused borrowing capacity under the Credit Facility's revolving line of credit of approximately $17.8 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.
APRIL 1, JANUARY 1, 2000 2000 ------------- ------------- CONSOLIDATED BALANCE SHEETS Current assets $ 101,072 $ 88,169 Property and equipment - net of accumulated 146,609 146,786 depreciation Other noncurrent assets 99,251 93,889 Current liabilities 82,962 77,308 Noncurrent liabilities 288,077 272,977 Equity (deficit) (24,107) (21,441) THIRTEEN WEEKS ENDED ------------------------------ APRIL 1, APRIL 3, 2000 1999 ------------- ------------- CONSOLIDATED STATEMENTS OF OPERATIONS Net sales $ 97,184 $ 77,460 Cost of goods sold 75,189 54,523 Income (loss) before income taxes (2,552) 3,519 Net income (loss) (2,564) 3,334
The following summarizes parent company only financial information of Berry:
APRIL 1, JANUARY 1, 2000 2000 ------------- ------------- CONSOLIDATED BALANCE SHEETS Current assets $ 42,989 $ 37,296 Property and equipment - net of accumulated depreciation 52,409 53,452 Investment in/due from subsidiaries 197,646 191,258 Other noncurrent assets 12,773 13,398 Current liabilities 56,944 50,983 Noncurrent liabilities 272,980 265,862 Equity (deficit) (24,107) (21,441) THIRTEEN WEEKS ENDED ----------------------------- APRIL 1, APRIL 3, 2000 1999 ------------- ------------- CONSOLIDATED STATEMENTS OF OPERATIONS Net sales $ 40,469 $ 35,532 Cost of goods sold 27,634 22,455 Income before income taxes 2,217 3,519 Net income 2,207 3,334
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: aerosol 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. 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 accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company's reportable segments are business units that offer different products to different markets.
Thirteen Weeks Ended -------------------------------- APRIL 1, APRIL 3, 2000 1999 -------------- -------------- Net sales: Packaging products $ 84,686 $ 65,164 Housewares products 12,498 12,296 Adjusted EBITDA: Packaging products 14,704 15,566 Housewares products 2,251 2,759 Reconciliation of Adjusted EBITDA to income (loss) before income taxes: Adjusted EBITDA for reportable segments $ 16,955 $ 18,325 Net interest expense (11,539) (9,186) Depreciation (6,806) (5,874) Amortization (2,222) (1,275) Loss on disposal of property and equipment (528) (609) One-time expenses (1,838) (980) Stock option market value adjustment (104) (82) Management fees (218) (218) ------------- ------------- Income (loss) before income taxes $ (6,300) $ 101 ============= =============
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 losses were $6.4 million and $0.4 million for the thirteen weeks ended April 1, 2000 and April 3, 1999, respectively. 7. Subsequent Event On May 9, 2000, Berry acquired all of the outstanding capital stock of Poly- Seal Corporation 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 and additional borrowings under the Credit Facility. 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 Berry's cash flow from operations must be dedicated to the payment of principal and interest on its indebtedness, thereby reducing the funds available to Berry for other purposes; (ii) Berry'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 Berry's borrowings will be at variable rates of interest, which will expose Berry to the risk of higher interest rates; (iv) Berry is substantially more leveraged than certain of its competitors, which may place Berry at a competitive disadvantage, particularly in light of its acquisition strategy; and (v) Berry'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. RESULTS OF OPERATIONS 13 WEEKS ENDED APRIL 1, 2000 (THE "QUARTER") COMPARED TO 13 WEEKS ENDED APRIL 3, 1999 (THE "PRIOR QUARTER") NET SALES. Net sales increased $19.7 million, or 25%, to $97.2 million for the Quarter from $77.5 million for the Prior Quarter with an approximate 8% increase in net selling price due to higher raw material costs. Plastic packaging net sales increased $19.5 million from the Prior Quarter. Within this segment, aerosol overcaps and closures net sales increased $0.1 million. Container net sales increased $18.7 million from the Prior Quarter due primarily to the Cardinal acquisition. Also, drink cup sales for the Quarter were $1.5 million over the Prior Quarter primarily due to a new product. Custom net sales were down $0.8 million due to a large promotion in the Prior Quarter. In addition, housewares sales increased $0.2 million. GROSS MARGIN. Gross margin decreased by $0.9 million to $22.0 million (23% of net sales) for the Quarter from $22.9 million (30% of net sales) for the Prior Quarter. This decrease of 4% includes the combined impact of the cyclical impact of higher raw material costs compared to the Prior Quarter, the added Cardinal sales volume, acquisition integration and productivity improvement initiatives. The cost of the Company's primary raw material, resin, has increased over 48% from 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 Arlington Heights, Illinois facility (acquired in the Knight acquisition) 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 $1.0 million to $5.2 million for the Quarter from $4.2 million for the Prior Quarter principally as a result of the Cardinal acquisition and increased commissions with increased selling prices. General and administrative expenses increased from $6.0 million for the Prior Quarter to $6.3 million for the Quarter. The increase of $0.3 million is primarily attributable to the Cardinal acquisition. During the Quarter, one-time transition expenses were $0.3 million related to acquisitions and $1.5 million related to the shutdown and reorganization of facilities. In the Prior Quarter, one-time transition expenses related to acquisitions were $0.5 million and $0.4 million related to the shutdown of the Arlington Heights facility. INTEREST EXPENSE. Interest expense increased $2.3 million to $11.6 million for the Quarter compared to $9.3 million for the Prior Quarter primarily due to the issuance of $75.0 million of 11% Senior Subordinated Notes to support the Cardinal acquisition. INCOME TAX. For the Quarter, the Company recorded income tax expense of $12,000 compared to income tax expense of $0.2 million for the Prior Quarter. The Company continues to operate in a net operating loss carryforward position for Federal income tax purposes. NET LOSS. The Company recorded a net loss of $6.3 million for the Quarter compared to a net loss of $0.1 million for the Prior Quarter for the reasons discussed above. LIQUIDITY AND SOURCES OF CAPITAL Net cash used by operating activities was $0.6 million for the Quarter compared to the Prior Quarter in which operating activities provided net cash of $4.1 million. The decrease is primarily the result of higher raw material costs with net income before depreciation and amortization decreasing $4.3 million from the Prior Quarter. Capital spending of $7.3 million for the Quarter represents an increase of $0.7 million from the Prior Quarter. The Quarter's capital spending included $3.8 million for buildings and systems, $1.5 million for molds, $0.7 million for molding and printing machines, and $1.3 million for accessory equipment and systems. Net cash provided by financing activities was $8.0 million for the Quarter compared to $4.4 million for the Prior Quarter. The increase of $3.6 million can be attributed to increased borrowings under the Credit Facility's revolving line of credit to finance the increased capital spending and bond interest payments related to the Cardinal 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 substantial funds available under the Credit Facility. However, the Company cannot predict its future results of operations. At April 1, 2000, the Company's cash balance was $2.7 million, and Berry had unused borrowing capacity under the Credit Facility's borrowing base of approximately $17.8 million. 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 DECEMBER 15, 1999, HOLDING ISSUED APPROXIMATELY $7.0 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. IMPACT OF YEAR 2000 The Company has been modifying or replacing portions of its software since 1991 so that its computer systems will function properly with respect to dates in the Year 2000 and thereafter. Because this process was commenced early, the costs incurred to address this issue in any single year have not been significant. The Company's current business applications are Year 2000 compliant. Acquired businesses are converted to the Company's applications for Year 2000 compliance and consistency in applications and reporting. The most recent acquired businesses, Knight and Cardinal, were converted to the Company's applications by March 1, 1999 and January 10, 2000, respectively. However, the Company is currently in the process of replacing its current business software with another Year 2000 compliant package. This replacement is not due to any Year 2000 issues, but is needed to accommodate the changes that have been experienced in the business due to acquisitions in recent years. The anticipated cost of this conversion is about $2.8 million of which $2.6 million has been paid through April 1, 2000. The accounting phase of this conversion was completed for all plants in January 1999. The remaining phases are scheduled to be completed by the end of 2000. The Company believes it has an effective program in place to resolve all internal Year 2000 issues and that all such issues were adequately resolved prior to January 1, 2000. An inventory of computer based systems has been compiled and verified through testing and supplier verification. The Company replaced the voicemail system in the Lawrence plant for about $80,000. In addition, the computer on the palletizer in the Woodstock plant has been back- dated, which has not had any impact on operations. This system is planned to be upgraded by the end of 2000. The anticipated cost of this upgrade is about $13,000. No internal Year 2000 problems have been experienced to date by the Company. The major Year 2000 risk that the Company faces is the Year 2000 readiness of external suppliers of goods and services. This could have material disruption in our ability to produce and deliver product should there be major disruptions in the economy or failure of key suppliers. While it is impossible to account for the effectiveness of every supplier's Year 2000 efforts, the following steps have been completed: ( Identified key suppliers, which include suppliers of raw material, banking, transportation, service, and utility providers and surveying these suppliers as to their Year 2000 status; ( Identified which suppliers are not compliant or at risk; and ( Engaged in risk assessment and contingency planning for these key suppliers. The Company completed a survey of 304 "key suppliers" to determine their Year 2000 status. The Company did not identify any suppliers who were not Year 2000 compliant or at risk. The Company does not currently have any contingency plans in place. The Company has not experienced any Year 2000 problems with any suppliers to date. Management believes that the Company has effectively resolved any potential Year 2000 problems, has not experienced any Year 2000 problems to date and does not currently expect to incur any additional costs for Year 2000 compliance. However, the Company may not have identified and remedied all Year 2000 problems. If any Year 2000 issues arise, any remediation efforts could involve significant time and expense and may have a material adverse effect on our business. PART II. OTHER INFORMATION 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 February 29, 2000, the stockholders (i) re-elected the following members to the Board of Directors: Roberto Buaron, David M. Clarke, Lawrence G. Graev, Donald J. Hofmann, Jr., Martin R. Imbler, Joseph S. Levy and Matthew J. Lori, who comprise the entire board and were all board members prior to the election, and (ii) approved the increase in the number of shares available for issuance under Holding's 1996 Stock Option Plan from 51,620 to 61,620. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on Form 8-K: None 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. Venture Packaging Southeast, Inc. Knight Plastics, Inc. CPI Holding Corporation Cardinal Packaging, Inc. Berry Plastics Acquisition Corporation II Poly-Seal Corporation Berry Plastics Acquisition Corporation III May 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 Berry Plastics U.K. Limited Norwich Acquisition Limited By: /S/ JAMES M. KRATOCHVIL James M. Kratochvil Director of the entities listed above (Principal Financial and Accounting Officer) EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 3-MOS DEC-30-2000 APR-01-2000 2,707 0 49,164 1,696 44,514 101,774 249,084 102,473 350,716 87,573 390,222 0 17,167 6 (158,103) 350,716 97,184 97,196 75,189 91,945 0 342 11,551 (6,300) 16 (6,316) 0 0 0 (6,316) 0 0
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