-----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, Pu9FxAF2QyzVbF8Wh2qxunXg6cxJd8MmkhFqL9INBmDClUeDA+/zcnCDmjaK8acp 1IQW2jhFAH4NZ5KzXZmdLA== 0000919463-02-000007.txt : 20020626 0000919463-02-000007.hdr.sgml : 20020626 20020626135344 ACCESSION NUMBER: 0000919463-02-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020626 ITEM INFORMATION: Other events FILED AS OF DATE: 20020626 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-75706-01 FILM NUMBER: 02687561 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 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-75706 FILM NUMBER: 02687560 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 8-K 1 plas8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JUNE 26, 2002 (MAY 25, 2002) BERRY PLASTICS CORPORATION -------------------------- (Exact name of registrant as specified in charter) DELAWARE (State or Other Jurisdiction of Incorporation) 33-75706 35-1813706 (Commission file number) (IRS employer identification number) BPC HOLDING CORPORATION ----------------------- (Exact name of registrant as specified in charter) DELAWARE 35-1814673 (State or other jurisdiction (IRS employer identification number) of incorporation or organization) 101 OAKLEY STREET, EVANSVILLE, INDIANA 47710 (Address of principal executive offices) (Zip code) (812) 424-2904 (Registrants' telephone number, including area code) ITEM 5 - OTHER EVENTS On May 28, 2002, a press release was issued announcing that BPC Holding Corporation, a Delaware corporation ("Holding"), the parent company of Berry Plastics Corporation, a Delaware corporation ("Berry Plastics"), had entered into an agreement and plan of merger with GS Capital Partners 2000, L.P., a private equity investment fund managed by Goldman, Sachs & Co., pursuant to which GS Berry Acquisition Corp., a Delaware corporation, will merge with and into Holding. The transaction is subject to customary closing conditions, including receipt of financing. A copy of the press release of May 28, 2002 is filed herewith as Exhibit 99.1. On June 11, 2002 and June 24, 2002, Holding and Berry Plastics issued a series of press releases related to the debt tender offers and consent solicitations commenced by Holding and Berry Plastics in connection with the merger. Copies of the press releases of June 11, 2002 and June 24, 2002 are filed herewith as Exhibits 99.2 and 99.3, respectively. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Press Release, dated May 28, 2002 99.2 Press Release, dated June 11, 2002 99.3 Press Release, dated June 24, 2002 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned hereunto duly authorized. BERRY PLASTICS CORPORATION BPC HOLDING CORPORATION Dated: June 26, 2002 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) EX-99.1 CHARTER 3 ex991.txt MERGER PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE May 28, 2002 FIRST ATLANTIC CAPITAL, JPMORGAN PARTNERS AND AETNA SELL BERRY PLASTICS FOR $837.5 MILLION NEW YORK and EVANSVILLE, INDIANA, May 28, 2002 - First Atlantic Capital, JPMorgan Partners and Aetna Life Insurance Company today announced that they have entered into a definitive agreement to sell their portfolio company, Berry Plastics Corporation, to GS Capital Partners 2000, L.P., a private equity investment fund managed by Goldman, Sachs & Co., for $837.5 million, including repayment of existing indebtedness. The transaction is subject to customary closing conditions, including receipt of financing, and is scheduled to close in the third quarter of 2002. Since First Atlantic first acquired Berry Plastics in 1990, revenues have grown from $57 million in 1990 to $462 million in 2001. Berry's senior management team will remain in place and the Company will continue to operate out of its Evansville, Indiana headquarters. Ira G. Boots, President and CEO of Berry Plastics, said, "We look forward to working with the GS Capital Partners team to further increase the size and scope of our business and remain committed to providing our customers with consistent, reliable products and services to which they have grown accustomed. I want to thank all of Berry's employees for their focus and dedication to our business through this process." Roberto Buaron, Chairman and CEO of First Atlantic Capital, said, "We are very pleased with the success Berry Plastics has experienced over the past 12 years and are grateful to the management team and employees for their strong commitment to the business. Our strategy of acquiring leading specialty plastics manufacturers to complement Berry's core product lines and to expand its operations to cover global markets has led to a significant increase in Berry's financial results. We intend to continue our strong legacy of working with the management of our existing portfolio companies to add substantial value to their operations and are constantly looking at new companies in which to invest." Joseph Gleberman, Managing Director of GS Capital Partners, said, "Under the guidance of the current management and First Atlantic, Berry has become a market leader in several segments of the plastic packaging industry. GS Capital Partners' acquisition of Berry is consistent with our strategy of investing in market leading companies with outstanding management teams. We look forward to working with the Berry team to further strengthen the Company's market position." J.P. Morgan Securities Inc. and Credit Suisse First Boston acted as financial advisors to Berry. GS Capital Partners was advised by Goldman, Sachs & Co. Berry Plastics Corporation is a leading manufacturer and marketer of injection-molded and thermoformed plastic open-top containers, aerosol overcaps, closures, drink cups, and housewares. The company is headquartered in Evansville, Indiana, and, together with its subsidiaries, has plants in Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence, Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro, Ohio; Baltimore, Maryland; Fort Worth, Texas; Norwich, England; Milan, Italy and a sales office in Mexico City, Mexico. First Atlantic Capital, Ltd. is a New York City-based private equity investment firm specializing in acquiring and growing both private and publicly owned middle-market companies, as well as subsidiaries and divisions of large corporations. Since its inception in 1989, First Atlantic has consistently generated superior long-term investment returns for its investors and management partners. First Atlantic has major investments in the packaging, food and beverage, aerospace manufacturing, traffic management and office supply industries. For additional information, please visit our website at www.firstatlanticcapital.com. JPMorgan Partners (JPMP) is a global partnership with over $30 billion in total capital under management. It is a leading provider of private equity and has closed over 1,800 individual transactions since its inception in 1984. JPMP has more than 150 investment professionals in nine offices throughout the world. JPMorgan Partners' primary limited partner is J.P. Morgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States. For additional information, please visit our website at www.jpmorganpartners.com. Aetna Life Insurance Company is an investor in the private equity asset class through both partnerships and direct investments. Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. GS Capital Partners 2000 is the current primary investment vehicle of Goldman Sachs for making privately negotiated equity investments. GS Capital Partners 2000 was formed in July 2000 with total committed capital of $5.25 billion, $1.5 billion of which was committed by Goldman Sachs and its employees, with the remainder committed by institutional and individual investors. # # # CONTACTS: FIRST ATLANTIC CAPITAL David Reno/Jonathan Gasthalter Citigate Sard Verbinnen 212/687-8080 BERRY PLASTICS Ira G. Boots President & CEO 812/424-2904 GOLDMAN, SACHS & CO. Andrea Raphael 212-357-0025 # # # EX-99.2 BYLAWS 4 ex992.txt TENDER OFFER PRESS RELEASE EXHIBIT 99.2 For Immediate Release CONTACTS JAMES M. KRATOCHVIL Chief Financial Officer Berry Plastics Corporation (812) 424-2904 Jeanne Carr MacKenzie Partners, Inc. (212) 929-5500 BERRY PLASTICS COMMENCES CASH TENDER OFFER FOR OUTSTANDING 12 1/2 % SENIOR SECURED NOTES DUE 2006, 12 1/4 % SENIOR SUBORDINATED NOTES DUE 2004, 12 1/4 % SERIES B SENIOR SUBORDINATED NOTES DUE 2004, AND 11% SENIOR SUBORDINATED NOTES DUE 2007 Evansville, Indiana, June 11, 2002 /PRNewswires/ --Berry Plastics Corporation ("BPC") and, its parent company, BPC Holding Corporation ("Holding," and together with BPC, "Berry Plastics") announced today that they have commenced cash tender offers (the "Offers") to purchase any and all of the outstanding $135.7 million principal amount of 12 1/2 % Senior Secured Notes issued by Holding and due 2006, CUSIP No. 055930AB7 (the "12 1/2 % Notes"), $100 million principal amount of 12 1/4 % Senior Subordinated Notes issued by BPC and due 2004, CUSIP No. 085790AA1 (the "12 1/4 % Notes"), $25 million principal amount of 12 1/4 % Series B Senior Subordinated Notes issued by BPC and due 2004, CUSIP No. 085790AF0 (the "12 1/4 % Series B Notes"), and $75 million principal amount of 11% Senior Subordinated Notes issued by BPC and due 2007, CUSIP No. 085790AE3 (the "11% Notes," and together with the 12 1/2 % Notes, the 12 1/4 % Notes and the 12 1/4 % Series B Notes, the "Notes"). The Offers are being made pursuant to four Purchase Offer and Consent Solicitation Statements (collectively, the "Statements") and their related Letters of Transmittal and Consent, each dated June 11, 2002. The scheduled expiration date for each Offer is 5:00 PM, New York City time, on Tuesday, July 9, 2002 (the "Expiration Time"), unless extended to a later date or time or earlier terminated, although Holders must validly tender and not withdraw their Notes prior to 5:00 PM on Monday, June 24, 2002, unless extended to a later date or time (the "Consent Payment Deadline") in order to receive the consent payment described below. Holders who tender their Notes will be required to consent to certain proposed indenture amendments described below, and Holders who consent to the proposed amendments will be required to tender their Notes. The Offers are made in connection with the proposed and previously announced sale of Berry Plastics by First Atlantic Capital, JPMorgan Partners and Aetna Life Insurance Company to GS Capital Partners 2000, L.P. and affiliated private equity funds (the "Proposed Sale"). In order to tender Notes and receive the cash payment, Holders must grant their consent to the proposed amendments to the indentures described below. Subject to conditions specified in the Statements, the total consideration for each $1,000 principal amount of Notes validly tendered pursuant to the Offers and for which consents to the proposed amendments are given prior to the Consent Payment Deadline (the "Total Consideration") shall be as follows: - - in the case of the 12 1/2 % Notes, $1,053.30; - - in the case of the 12 1/4 % Notes and the 12 1/4 % Series B Notes, $1,010.00; - - in the case of the 11% Notes, an amount based on the redemption price of $1,055.00 payable on July 15, 2003 (the earliest redemption date for the 11% Notes, the "Earliest Redemption Date"), that would result from a yield from the date the 11% Notes are purchased by BPC pursuant to the Offers to the Earliest Redemption Date equal to the sum of (x) the yield on the 3.875% U.S. Treasury Note due July 31, 2003 (the "Reference Security"), as calculated by the Dealer Manager in accordance with standard market practice, based on the bid-side price for the Reference Security as of 12:00 noon, New York City time, on June 24, 2002, the tenth business day immediately preceding the initial Expiration Time, plus (y) 75 basis points. In addition, Berry Plastics will pay accrued and unpaid interest (at the current rate under the indentures) to, but not including, the date of payment of the Notes (in each case, the Total Consideration plus accrued and unpaid interest per $1,000 principal amount of Notes will be rounded to the nearest cent). The following portion of the Total Consideration for those Holders who validly tender their Notes prior to the Consent Payment Deadline will be paid as a consent payment (the "Consent Payment") when their Notes are purchased: - - in the case of the 12 1/2 % Notes, $2.50; - - in the case of the 12 1/4 % Notes and the 12 1/4 % Series B Notes, $10.00; - - in the case of the 11% Notes, $20.00. Holders of the Notes must validly tender their Notes at or prior to the Expiration Time in order to receive the purchase price, and must tender their Notes prior to the Consent Payment Deadline in order to receive the Consent Payment. Holders who tender their Notes prior to the Expiration Time but after the Consent Payment Deadline, and whose Notes are purchased pursuant to the Offers, will receive the Total Consideration less the Consent Payment. In conjunction with the Offers, Berry Plastics is soliciting consents of registered Holders of Notes to certain proposed amendments and waivers to the indentures governing the Notes (the "Indentures"). The proposed amendments and waivers would eliminate from the Indentures certain events of default and substantially all of the covenants other than with respect to payments of principal, premium, if any, and interest on the Notes and the covenants required by the Trust Indenture Act of 1939. In the case of the 12 1/2 % Notes, Holding is also seeking the Holders' consent to a release of their lien on Holding's shares of BPC. However, under the relevant Indenture the release will only be operative as to those 12 1/2 % Notes tendered and purchased pursuant to the Offers and will not be operative as to any 12 1/2 % Notes that remain outstanding after the Offers. The Offers are subject to a number of conditions which are set forth in the Statements, including the receipt of more than a majority of consents for each series of Notes prior to the Consent Payment Deadline. In addition, the Offers will not be consummated until and unless the Proposed Sale is consummated. J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent and MacKenzie Partners, Inc. is the Information Agent in connection with the Offers. Information concerning the Offers, the consent solicitation, the current yield on the Reference Security and the Total Consideration can be obtained from J.P. Morgan Securities Inc. at (800) 245-8812 (toll free) or (212) 270-1100 (call collect) or MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect). THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO SELL OR A SOLICITATION OF CONSENTS WITH RESPECT TO THE NOTES. THE OFFERS AND CONSENT SOLICITATIONS ARE BEING MADE SOLELY BY THE STATEMENTS AND THEIR RELATED LETTERS OF TRANSMITTAL AND CONSENT. Berry Plastics Corporation is a leading manufacturer and marketer of injection-molded and thermoformed plastic open-top containers, aerosol overcaps, closures, drink cups, and housewares. The company is headquartered in Evansville, Indiana, and, together with its subsidiaries, has plants in Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence, Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro, Ohio; Baltimore, Maryland; Fort Worth, Texas; Norwich, England; Milan, Italy and a sales office in Mexico City, Mexico. Certain statements and information included in this release constitute "forward looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Berry Plastics to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations is contained in the companies' SEC filings. The companies do not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. EX-99.3 VOTING TRUST 5 ex993.txt CONSENT PAYMENT DEADLINE PRESS RELEASE EXHIBIT 99.3 For Immediate Release CONTACTS JAMES M. KRATOCHVIL Chief Financial Officer Berry Plastics Corporation (812) 424-2904 Jeanne Carr MacKenzie Partners, Inc. (212) 929-5500 BERRY PLASTICS RECEIVES CONSENTS FROM HOLDERS OF A MAJORITY OF THE AGGREGATE OUTSTANDING 12 1/2 % SENIOR SECURED NOTES DUE 2006, 12 1/4 % SENIOR SUBORDINATED NOTES DUE 2004, 12 1/4 % SERIES B SENIOR SUBORDINATED NOTES DUE 2004, AND 11% SENIOR SUBORDINATED NOTES DUE 2007 AND EXTENDS THE EXPIRATION TIME FOR THE OFFERS AND SOLICITATIONS WITH RESPECT TO THE 12 1/2 % SENIOR SECURED NOTES DUE 2006, 12 1/4 % SENIOR SUBORDINATED NOTES DUE 2004, 12 1/4 % SERIES B SENIOR SUBORDINATED NOTES DUE 2004, AND 11% SENIOR SUBORDINATED NOTES DUE 2007 AND ANNOUNCES TOTAL CONSIDERATION WITH RESPECT TO 11% SENIOR SUBORDINATED NOTES DUE 2007 Evansville, Indiana, June 24, 2002 /PRNewswires/ --Berry Plastics Corporation ("BPC") and its parent company, BPC Holding Corporation ("Holding," and together with BPC, "Berry Plastics"), announced today that they have received valid and unrevoked tenders from registered holders representing at least a majority of the aggregate principal amount of each of the outstanding 12 1/2 % Senior Secured Notes issued by Holding and due 2006, CUSIP No. 055930AB7 (the "12 1/2 % Notes"), the outstanding 12 1/4 % Senior Subordinated Notes issued by BPC and due 2004, CUSIP No. 085790AA1 (the "12 1/4 % Notes"), the outstanding 12 1/4 % Series B Senior Subordinated Notes issued by BPC and due 2004, CUSIP No. 085790AF0 (the "12 1/4 % Series B Notes"), and the outstanding 11% Senior Subordinated Notes issued by BPC and due 2007, CUSIP No. 085790AE3 (the "11% Notes," and together with the 12 1/2 % Notes, the 12 1/4 % Notes and the 12 1/4 % Series B Notes, the "Notes"). Berry Plastics also announced today that they have received valid and unrevoked consents to certain proposed amendments to the indentures governing the Notes (the "Indentures") as described in the Statements (as defined below) from registered holders representing at least a majority of the aggregate principal amount of the outstanding Notes with respect to each series of Notes. The consents and tenders are being solicited pursuant to concurrent cash tender offers and consent solicitations (the "Offers") which commenced on June 11, 2002 and were made pursuant to four Purchase Offer and Consent Solicitation Statements (collectively, the "Statements") and their related Letters of Transmittal and Consent, each dated June 11, 2002. Holders of over a majority of the aggregate principal amounts of the outstanding Notes with respect to each series of Notes having delivered valid consents and tendered their Notes, the Consent Condition (as defined in the Statements) has been satisfied. Therefore, the "Consent Payment Deadline" for each of the Offers will occur at 5:00 PM, New York City time, on Tuesday, June 25, 2002. The Consent Payment Deadline will not be extended. Promptly after the Consent Payment Deadline, Berry Plastics intends to cause the execution of supplemental indentures relating to each series of Notes and reflecting the proposed amendments to the Indentures described in the Statements. In addition, Berry Plastics announced today that the Expiration Time (as defined in the Statements) for each of the Offers has been extended to 5:00 PM, New York City time, on Wednesday, July 17, 2002. The Offers will expire at the new Expiration Time unless extended to a later date or time or earlier terminated. Holders may tender their Notes and provide consents until the Expiration Time. However, as previously announced, Holders must validly tender their Notes and provide consents (and not withdraw such Notes and consents) prior to the Consent Payment Deadline in order to receive the Consent Payment described in the Statements. Berry Plastics also announced today the amount of Total Consideration for the 11% Notes (as defined in the relevant Statement). The Total Consideration for the 11% Notes (assuming settlement on July 22, 2002) will equal $1,131.47 per $1,000 principal amount of 11% Notes validly tendered and not revoked (and for which consents to the proposed amendments are given and not revoked) prior to the Consent Payment Deadline and purchased pursuant to the applicable Offer. The Reference Security Yield (as defined in the relevant Statement) in connection with the Total Consideration is equal to 2.125%. The formula for determining the Total Consideration is described in detail in the relevant Statement. As of 5:00 p.m. on June 24, 2002, the approximate principal amounts of Notes tendered were as follows: (1) 11% Notes: $74,000,000 (98.67%); (2) 12 1/4 % Notes: $89,133,000 (89.13%); (3) 12 1/4 % Series B Notes: $24,000,000 (96.00%); and (4) 12 1/2 % Notes: $124,310,024 (91.60%). J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent and MacKenzie Partners, Inc. is the Information Agent in connection with the Offers. Information concerning the Offers (including the consent solicitations) can be obtained from J.P. Morgan Securities Inc. at (800) 245-8812 (toll free) or (212) 270-1100 (call collect) or MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect). THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO SELL OR A SOLICITATION OF CONSENTS WITH RESPECT TO THE NOTES. THE OFFERS (INCLUDING THE CONSENT SOLICITATIONS) ARE BEING MADE SOLELY BY THE STATEMENTS AND THEIR RELATED LETTERS OF TRANSMITTAL AND CONSENT. Berry Plastics Corporation is a leading manufacturer and marketer of injection-molded and thermoformed plastic open-top containers, aerosol overcaps, closures, drink cups, and housewares. The company is headquartered in Evansville, Indiana, and, together with its subsidiaries, has plants in Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence, Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro, Ohio; Baltimore, Maryland; Fort Worth, Texas; Norwich, England; Milan, Italy and a sales office in Mexico City, Mexico. Certain statements and information included in this release constitute "forward looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Berry Plastics to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations is contained in the companies' SEC filings. The companies do not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. LIBNY/1114613.4 -----END PRIVACY-ENHANCED MESSAGE-----