8-K 1 y08806ae8vk.txt FORM 8-K ================================================================================ UNITED STATES 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 ----------------------------------- MAY 9, 2005 (MAY 5, 2005) DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) 033-75706 (Commission File Number) BPC HOLDING CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 35-1814673 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) BERRY PLASTICS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 35-1813706 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 101 OAKLEY STREET 47710 EVANSVILLE, INDIANA (Zip Code) (Address of principal executive offices) (812) 424-2904 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 5, 2005, Berry Plastics Corporation ("Berry") entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which Berry Plastics Acquisition Corporation VI, a wholly-owned subsidiary of Berry, will merge with and into Kerr Group, Inc. ("Kerr"), with Kerr surviving the Merger. Kerr is a privately held corporation. Berry will acquire Kerr for $445 million in cash, which amount is subject to certain post-closing adjustments. The acquisition will be funded with additional senior secured debt. The transaction is scheduled to close in the second quarter of 2005 and is subject to customary closing conditions, including receipt of regulatory approvals. ITEM 7.01. REGULATION FD DISCLOSURE. Set forth below is certain information contained in the financial statements of Kerr for the year ended December 31, 2004: (in 000s) Net Sales 381,882 Restructuring costs and other charges 2,117 Operating income(a) 30,452 Depreciation and amortization 27,094 (a) Restructuring costs and other charges were deducted in calculating operating income ITEM 8.01. OTHER EVENTS. On May 6, 2005, Berry issued a press release announcing the signing of the Agreement, a copy of which is furnished as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c) The exhibit listed below and in the accompanying Exhibit Index is furnished as part of this Current Report on Form 8-K. Exhibit Description ------- ----------- 99.1 Press release dated May 6, 2005. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Dated: May 9, 2005. BPC Holding Corporation Berry Plastics Corporation By: /s/ James M. Kratochvil ------------------------------ James M. Kratochvil Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the entities listed above 3 EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press release dated May 6, 2005. 4