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
___________________________________
June
30, 2006 (June 28, 2006)
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
(State
or other jurisdiction of
incorporation
or organization)
|
35-1814673
(I.R.S.
Employer
Identification
Number)
|
Berry
Plastics Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
35-1813706
(I.R.S.
Employer
Identification
Number)
|
101
Oakley Street
Evansville,
Indiana
(Address
of principal executive offices)
|
|
47710
(Zip
Code)
|
(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
June
28, 2006, BPC Holding Corporation (the “Company”) entered into an Agreement and
Plan of Merger (the “Agreement”) pursuant to which BPC Acquisition Corp., a
wholly-owned subsidiary of BPC Holding Acquisition Corp. (the “Purchaser”), will
merge with and into the Company, and the Company will become a wholly-owned
subsidiary of the Purchaser (the
“Merger”). The Company’s Board of Directors has approved the Merger and the
Agreement.
Pursuant
to the Agreement, the Purchaser will acquire the Company for an aggregate
enterprise value of $2.25 billion, less outstanding indebtedness and transaction
expenses and subject to certain other adjustments. Upon the closing of the
Merger, affiliates of Apollo Management, L.P. will own a majority of the
outstanding shares of the Purchaser. In addition, affiliates of Graham Partners
as well as certain members of the Company's management will own shares in
the
Purchaser.
The
Merger is subject to regulatory approval and other customary closing conditions.
Subject to satisfaction of these conditions, the Merger is scheduled to close
by
the end of the third quarter of 2006.
The
Agreement is filed pursuant to Item 9.01. The foregoing description of the
Merger and the Agreement and the description of the Merger and the Agreement
contained in the press release described in Item 8.01 do not purport to be
complete and are qualified in their entirety by reference to the Agreement,
which is incorporated herein by reference.
ITEM
8.01. Other Events.
On
June
28, 2006, 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.
|
(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
|
2.1
|
|
Agreement
and Plan of Merger, dated as of June 28, 2006, by and among BPC
Holding
Corporation, BPC Holding Acquisition Corp. and BPC Acquisition
Corp.
|
99.1
|
|
Press
release dated June 28, 2006.
|
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.
BPC
Holding Corporation
Berry
Plastics Corporation
By:
_______________________
James
M.
Kratochvil
Executive
Vice President, Chief Financial Officer, Treasurer and Secretary of the entities
listed above
EXHIBIT
INDEX
Exhibit
|
|
Description
|
2.1
|
|
Agreement
and Plan of Merger, dated as of June 28, 2006, by and among BPC
Holding
Corporation, BPC Holding Acquisition Corp. and BPC Acquisition
Corp.
|
99.1
|
|
Press
release dated June 28, 2006.
|