8-K 1 bpc8k103103.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________________________ OCTOBER 31, 2003 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) BERRY PLASTICS CORPORATION (Exact name of registrant as specified in its charter)
DELAWARE 33-75706 35-1813706 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 101 OAKLEY STREET EVANSVILLE, INDIANA 47710 (Address of principal executive offices)
(812) 424-2904 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable. (b) Not Applicable. (c) The exhibits listed below and in the accompanying Exhibit Index are furnished as part of this Current Report on Form 8-K
Exhibit Description 23.1 Consent of Roche, Scholz, Roche & Walsh, Ltd. 99.1 Audited financial statements of Landis Plastics, Inc. for the years ended December 31, 2000 and 1999. 99.2 Audited financial statements of Landis Plastics, Inc. for the years ended December 31, 2002 and 2001. 99.3 Unaudited financial statements of Landis Plastics, Inc. for the thirty-nine weeks ended September 28, 2003 and September 29, 2002.
ITEM 9. REGULATION FD DISCLOSURE On October 15, 2003, Berry Plastics Corporation ("Berry") announced that it had entered into a definitive agreement to acquire Landis Plastics, Inc. ("Landis") for $228 million, including repayment of existing indebtedness. Landis is a privately held corporation. The audited financial statements of Landis for the years ended December 31, 2000 and 1999 and for the years ended December 31, 2002 and 2001, and the unaudited financial statements of Landis for the thirty-nine weeks ended September 28, 2003 and September 29, 2002 have been attached as exhibits to this 8-K. The historical financial information of Landis for the year ended December 31, 2002 reflect the following items which will not be applicable to Berry after the acquisition (dollars in thousands) (a) $1,941 of Landis family payroll and related costs, (b) $156 of equity compensation to current Landis management and (c) the inclusion in cost of goods sold of the following items that would not have been included in Berry's cost of goods sold if Landis was a subsidiary of Berry for the period covered (1) $1,615 associated with Landis changing its accounting policy for its inventory from a LIFO basis to a FIFO basis, consistent with Berry's accounting policy, (2) $1,392 of tooling costs which Berry would have capitalized under its accounting policies and (3) $1,682 of net operating lease expense resulting from operating leases not being assumed by Berry in connection with the Landis acquisition and the new operating leases being entered into in connection thereto. The historical financial information of Landis for the thirty-nine weeks ended September 28, 2003 reflect the following items which will not be applicable to Berry after the acquisition (dollars in thousands) (a) $1,247 of Landis family payroll and 2 related costs, (b) $1,006 equity compensation to current Landis management and (c) the inclusion in cost of goods sold of the following items that would not have been included in Berry's cost of goods sold if Landis was a subsidiary of Berry for the period covered (1) $1,499 associated with Landis changing its accounting policy for its inventory from a LIFO basis to a FIFO basis, consistent with Berry's accounting policy, (2) $1,525 of tooling costs which Berry would have capitalized under its accounting policies and (3) $1,262 of net operating lease expense resulting from operating leases not being assumed by Berry in connection with the Landis acquisition and the new operating leases being entered into in connection thereto. The historical financial information of Landis for the thirty-nine weeks ended September 29, 2002 reflect the following items which will not be applicable to Berry after the acquisition (dollars in thousands) (a) $1,329 of Landis family payroll and related costs, (b) $83 of equity compensation to current Landis management and (c) the inclusion in cost of goods sold of the following items that would not have been included in Berry's cost of goods sold if Landis was a subsidiary of Berry for the period covered (1) $1,000 associated with Landis changing its accounting policy for its inventory from a LIFO basis to a FIFO basis, consistent with Berry's accounting policy, (2) $994 of tooling costs which Berry would have capitalized under its accounting policies and (3) $1,262 of net operating lease expense resulting from operating leases not being assumed by Berry in connection with the Landis Acquisition and the new operating leases being entered into in connection thereto. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: October 31, 2003. Berry Plastics Corporation By:_______________________________ Name: James M. Kratochvil Title: Executive Vice President, Chief Financial Officer,Treasurer and Secretary of the entity listed above (Principal Financial and Accounting Officer) 4 EXHIBIT INDEX
Exhibit Description 23.1 Consent of Roche, Scholz, Roche & Walsh, Ltd. 99.1 Audited financial statements of Landis Plastics, Inc. for the years ended December 31, 2000 and 1999. 99.2 Audited financial statements of Landis Plastics, Inc. for the years ended December 31, 2002 and 2001. 99.3 Unaudited financial statements of Landis Plastics, Inc. for the thirty-nine weeks ended September 28, 2003 and September 29, 2002.
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