-----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, TKBobfXZdD3oQy+5vEIUCIIrN/MrcuwvFyV3/3a6zcEQoq5ZrJ+Wh0zJHOEvlRYf TudeE7Vn/YaE65lwLgXGXg== 0000919463-99-000002.txt : 19990322 0000919463-99-000002.hdr.sgml : 19990322 ACCESSION NUMBER: 0000919463-99-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980702 ITEM INFORMATION: FILED AS OF DATE: 19990319 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/A SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 99568340 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO 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) JULY 2, 1998
Berry Plastics Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 33-75706 35-1813706 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 101 Oakley Street Evansville, Indiana 47710 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (812) 424-2904 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) AMENDMENT NO. 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its amended Current Report on Form 8- K/A, Date of Report July 2, 1998, and filed September 15, 1998, as set forth in the pages attached hereto: ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION Pro Forma Unaudited Condensed Consolidated Financial Statements of BPC Holding Corporation: Pro Forma Unaudited Condensed Consolidated Balance Sheet as of June 27, 1998 Notes to Pro Forma Unaudited Condensed Consolidated Balance Sheet as of June 27, 1998 Pro Forma Unaudited Condensed Consolidated Statement of Operations for the year ended December 27, 1997 Notes to Pro Forma Unaudited Condensed Consolidated Statement of Operations for the year ended December 27, 1997 Pro Forma Unaudited Condensed Consolidated Statement of Operations for the six months ended June 27, 1998 Notes to Pro Forma Unaudited Condensed Consolidated Statement of Operations for the six months ended June 27, 1998 Unaudited Pro Forma Financial Information of Berry Plastics Corporation SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. BERRY PLASTICS CORPORATION By: /s/James M. Kratochvil James M. Kratochvil Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: March 18, 1999 BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) The following unaudited pro forma condensed consolidated balance sheet and pro forma condensed consolidated statements of operations (collectively, the "Pro Forma Statements") give effect to the purchase of the outstanding common stock of Norwich Injection Moulders Limited ("Norwich") and Venture Packaging, Inc. ("Venture Packaging") by Berry Plastics Corporation ("Berry"). Berry is a wholly owned subsidiary of BPC Holding Corporation ("Holding"). The pro forma information is based on the historical consolidated financial statements of Holding, the historical financial statements of Norwich and the historical financial statements of Venture Packaging, giving effect to the acquisitions using the purchase method of accounting and the assumptions and adjustments in the accompanying notes to the pro forma condensed consolidated financial statements. The pro forma condensed balance sheet gives effect to the acquisitions as if they had occurred on June 27, 1998 and the condensed statements of operations give effect to the acquisitions as if they had occurred on December 29, 1996. There are no pro forma condensed balance sheet adjustments as of June 27, 1998 for the acquisition of Venture Packaging as these adjustments are reflected in Holding's historical balances as of June 27, 1998. There are no pro forma condensed consolidated statement of operations adjustments for the six months ended June 27, 1998 for the acquisition of Venture Packaging as the operations of Venture Packaging are included in Holding's historical balances for the six months ended June 27, 1998. The Pro Forma Statements do not purport to represent what Holding's consolidated financial position or results of operations would actually have been if such transactions had in fact occurred on such dates or to project Holding's consolidated financial position or results of operations for any future date or period. The pro forma adjustments are based upon available information and upon assumptions that Holding believes to be reasonable. The Pro Forma Statements and accompanying notes should be read in conjunction with the historical consolidated financial statements and related notes of Holding included within its Annual Report on Form 10-K for the year ended December 27, 1997, with the audited consolidated financial statements and related notes of Norwich for the years ended October 31, 1997 and 1996 and the unaudited consolidated financial statements as of July 2, 1998 and for the period from November 1, 1997 to July 2, 1998 included in Form 8-K/A filed on September 15, 1998, and with Form 8-K/A filed on November 14, 1997 which provides similar information related to the acquisition of Venture Packaging. BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)
JUNE 27, 1998 HOLDING NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ASSETS Current assets Cash and cash equivalents $ 2,680 $ 1,374 $ (670) (d) $ 3,384 Accounts receivable 33,951 3,232 - 37,183 Inventories 27,508 457 - 27,965 Other current assets 2,465 97 - 2,562 --------- --------- --------- ---------- Total current assets 66,604 5,160 (670) 71,094 Assets held in trust 13,345 - - 13,345 Property and equipment, net 105,260 6,659 (1,428) (b) 110,491 Intangible assets, net 43,080 712 10,334 (b) 54,126 Other assets 2,882 - 637 (c) 3,519 --------- --------- --------- ---------- Total assets $231,171 $12,531 $8,873 $252,575 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $15,746 $2,543 $ (25) (d) $ 18,264 Accrued expenses 7,536 714 42 (a) 8,292 Accrued interest 3,525 - - 3,525 Employee compensation and payroll taxes 8,569 64 - 8,633 Income taxes 152 - - 152 Current portion of long-term debt 12,313 - 913 (e) 13,226 --------- --------- --------- ---------- Total current liabilities 47,841 3,321 930 52,092 Long-term debt: Holding 12.50% Senior Secured Notes 105,000 - - 105,000 Berry 12.25% Senior Subordinated Notes 100,000 - - 100,000 Term loans 45,605 1,216 (1,216) (d) 59,788 14,183 (e) Industrial Revenue Bonds 15,111 - - 15,111 Revolving line of credit 22,187 - 842 (e) 23,029 Capital lease obligation 147 419 - 566 Debt discount (508) - - (508) --------- --------- --------- ---------- Total long-term debt 287,542 1,635 13,809 302,986 Accrued dividends on preferred stock 5,457 - - 5,457 Other liabilities 2,894 669 168 (a) 4,603 502 (a) 370 (c) --------- --------- --------- ---------- Total liabilities 343,734 5,625 15,779 365,138 Stockholders' equity (deficit): Common stock and additional paid-in capital 47,451 1 (1) (f) 47,451 Preferred stock 16,655 - - 16,655 Treasury stock (81) - - (81) Warrants 3,511 - - 3,511 Retained earnings (deficit) (180,099) 6,905 (6,905) (f) (180,099) --------- --------- --------- ---------- Total stockholders' equity (deficit) (112,563) 6,906 (6,906) (112,563) --------- --------- --------- ---------- Total liabilities and stockholders $231,171 $12,531 $ 8,873 $252,575 equity(deficit)
SEE ACCOMPANYING NOTES. BPC HOLDING CORPORATION NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) The historical balance sheet presented for Holding is as of June 27, 1998, and the historical balance sheet presented for Norwich is as of July 2, 1998. The following adjustments reflect the acquisition of the common stock of Norwich and the repayment of the outstanding debt of Norwich on a pro forma basis using proceeds from additional borrowings under Berry's credit facility. The pro forma allocations to the assets acquired and liabilities assumed have been made using estimates by management. The cost in excess of net assets acquired will be amortized by the straight-line method over a period of 15 years.
(a) Adjustments of certain assets and liabilities purchased: Reserve for pension, net of current portion $(168) Reserve for pension, current portion (42) Deferred income taxes on adjustments to certain assets and liabilities purchased (502) ------ $(712) (b) Adjustments for assumed fair values of assets and liabilities of Norwich: Reduction of property and equipment to estimated fair value $(1,428) Allocation of excess of purchase price over net assets acquired to intangible assets 10,334 ------ $8,906 (c) Other assets and liabilities resulting from purchase: Debt origination fees $637 Accrued closing costs (370) ------ $ 267 (d) Repayment of Norwich debt: Cash $(670) Accounts payable 25 Term loans 1,216 ------ $ 571 (e) Borrowings for payment of purchase price and transaction costs: Proceeds from term loans, net of current portion $(14,183) Proceeds from revolving line of credit (842) Current portion of term loan borrowing (913) ------ $(15,938) (f) Elimination of Norwich's stockholders' equity: Common stock and additional paid-in capital $ (1) Retained earnings (6,905) ------ $(6,906)
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
FISCAL 1997 HOLDING VENTURE NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA Net sales $ 226,953 $ 32,440 $ 13,405 $ - $ 272,798 Cost of goods sold 180,249 27,935 10,611 - 218,795 --------- --------- --------- ---------- ---------- Gross margin 46,704 4,505 2,794 - 54,003 Operating expenses 30,505 4,065 885 609 (a) 36,674 610 (c) --------- --------- --------- ---------- ---------- Operating income 16,199 440 1,909 (1,219) 17,329 Interest expense, net 30,246 900 137 2,068 (b) 34,736 1,385 (d) Other income (expense) (226) 29 - - (197) --------- --------- --------- ---------- ---------- Income (loss) before income (14,273) (431) 1,772 (4,672) (17,604) taxes Income tax expense (benefit) 138 (127) 530 (114) (e) 427 --------- --------- --------- ---------- ---------- Net income (loss) (14,411) (304) 1,242 (4,558) (18,031) Preferred stock dividends (2,558) - - - (2,558) --------- --------- --------- ---------- ---------- Net income (loss)attributable to common shareholders $(16,969) $ (304) $ 1,242 $(4,558) $ (20,589) --------- --------- --------- ---------- ----------
SEE ACCOMPANYING NOTES. BPC HOLDING CORPORATION NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS) YEAR ENDED DECEMBER 27, 1997 The historical consolidated statement of operations presented for Holding is for its fiscal year ended December 27, 1997,and the historical statement of operations presented for Venture Packaging is for the period from December 29, 1996 to August 29, 1997, and the historical statement of operations presented for Norwich is for the period from January 1, 1997 to December 31, 1997.
VENTURE PACKAGING ADJUSTMENTS (a) Adjustments to operating expenses: Increase in amortization due to increase in cost in excess of net assets acquired $ 609 ---------- (b) Adjustments to interest expense: Additional interest incurred on borrowing for Venture acquisition $ 2,068 ----------
NORWICH ADJUSTMENTS
(c) Adjustment to operating expenses: Increase in amortization due to increase in cost in excess of net assets acquired $ 610 ---------- (d) Adjustment to interest expense: Additional interest incurred on borrowing for Norwich acquisition $1,385 ---------- (e) Adjustment to income tax expense: Reduction in U.K. tax expense due to the additional indebtedness ($114) ----------
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED JUNE 27, 1998 HOLDING NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA Net sales $ 136,317 $ 6,861 $ - $ 143,178 Cost of goods sold 100,016 5,078 - 105,094 --------- --------- --------- ---------- Gross margin 36,301 1,783 - 38,084 Operating expenses 20,725 791 176 (a) 21,692 --------- --------- --------- ---------- Operating income 15,576 992 (176) 16,392 Interest expense, net 16,866 59 624 (b) 17,549 Other expenses 430 - - 430 --------- --------- --------- ---------- Income (loss) before income (1,720) 933 (800) (1,587) taxes Income tax expense (benefit) 26 289 (249) (c) 66 --------- --------- --------- ---------- Net income (loss) (1,746) 644 (551) (1,653) Preferred stock dividends (1,783) - - (1,783) --------- --------- --------- ---------- Net income (loss) attributable to common shareholders $ (3,529) $ 644 $ (551) $ (3,436) --------- --------- --------- ----------
SEE ACCOMPANYING NOTES. BPC Holding Corporation Notes to Pro Forma Unaudited Condensed Consolidated Statement of Operations (Dollars in thousands) SIX MONTHS ENDED JUNE 27, 1998 The historical consolidated statement of operations presented for Holding is for its six months ended June 27, 1998 and the historical statement of operations presented for Norwich is for the six months ended June 30, 1998.
(a) Adjustments to operating expenses: Increase in amortization due to increase in cost in excess of net assets acquired $ 305 Elimination of expenses incurred by Norwich related to the sale of the company (129) ------ Net increase in operating expenses $ 176 (b) Adjustment to interest expense: Additional interest incurred on borrowing for Norwich acquisition $ 624 ------ (c) Adjustment to income tax expense: Reduction in income tax expense from additional expenses per (a) and (b) above $ (249) ------
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF BERRY PLASTICS CORPORATION (DOLLARS IN THOUSANDS) The following summarizes pro forma unaudited financial information of Holding's wholly owned subsidiary, Berry. The pro forma information is based on the historical consolidated financial statements of Berry, the historical financial statements of Norwich, and the historical financial statements of Venture Packaging, giving effect to the acquisitions using the purchase method of accounting and the assumptions and adjustments in the accompanying notes to the pro forma condensed consolidated financial statements. The pro forma condensed balance sheet gives effect to the acquisitions as if they had occurred on June 27, 1998 and the pro forma statements of operations give effect to the acquisitions as if they had occurred on December 29, 1996.
CONSOLIDATED PRO FORMA BALANCE SHEET Current assets $ 70,421 Property and equipment, net of accumulated 110,491 depreciation Other noncurrent assets 54,149 Current liabilities 54,110 Noncurrent liabilities 210,683 Equity (deficit) (27,259) CONSOLIDATED STATEMENT OF OPERATIONS Year ended December 27, 1997: Net sales $ 272,798 Cost of goods sold 218,795 Loss before income taxes (6,251) Net loss (6,678) Six months ended June 27, 1998: Net sales $ 143,178 Cost of goods sold 105,094 Income before income taxes 4,704 Net income 4,639
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. BERRY PLASTICS CORPORATION By: /s/James M. Kratochvil James M. Kratochvil Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: March 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----