Berry Plastics Corp · 424B3 · On 6/25/03

Filed On 6/25/03 1:54pm ET   ·   SEC File 333-97849   ·   Accession Number 950123-3-7446

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Berry Plastics Corporation                           145    879K 

Document Table of Contents

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                                      Filed Pursuant to Rule 424(b)(3)
                                Registration No. 333-97849

Prospectus                                                                      

[BERRY PLASTICS CORPORATION LOGO]                                               

Berry Plastics Corporation                                                      

$250,000,000                                                                    
10 3/4% Senior Subordinated Notes Due 2012                                      

Interest payable January 15 and July 15                                         

The 10 3/4% senior subordinated notes due 2012 offered hereby were issued on or 
about September 17, 2002 in exchange for the 10 3/4% senior subordinated notes  
due 2012 originally issued on July 22, 2002. We refer to the notes issued in the
exchange and the original notes collectively as the notes.                      

The notes will mature on July 15, 2012. Interest accrues from July 22, 2002, and
the first interest payment date was January 15, 2003.                           

We may redeem the notes, in whole or part, at any time beginning on July 15,    
2007. In addition, before July 15, 2005, we may redeem up to 35% of the notes   
with the net cash proceeds of certain equity offerings. The redemption prices   
are described on page 53. If we sell certain of our assets or experience        
specific kinds of changes in control, we must offer to purchase the notes.      

The notes are guaranteed by BPC Holding Corporation, and all of our existing and
future domestic subsidiaries, except as provided herein. The notes are not      
guaranteed by our foreign subsidiaries: Berry Plastics Acquisition Corporation  
II, NIM Holdings Limited, Berry Plastics U.K. Limited, Norwich Acquisition      
Limited, Capsol Berry Plastics S.p.a. or Ociesse S.r.l. The notes will not be   
guaranteed by any foreign subsidiaries in the future unless any such foreign    
subsidiary guarantees any senior indebtedness of ours or any of our subsidiaries
(other than that of another foreign subsidiary). The notes are subordinated in  
right of payment to all obligations of our non-guarantors subsidiaries. The     
notes are also subordinated in right of payment to all existing and future      
senior indebtedness, rank equally in right of payment with any existing and     
future senior subordinated indebtedness and are senior in right of payment to   
all future subordinated obligations. The notes are also effectively subordinated
to all of our and our subsidiaries' secured indebtedness to the extent of the   
value of the assets securing such indebtedness.                                 

We do not intend to apply for listing of the notes on any securities exchange or
automated quotation system.                                                     

Certain private equity funds managed by affiliates of Goldman, Sachs & Co. and  
J.P. Morgan Securities Inc. own a substantial majority of the equity of BPC     
Holding, our parent company.                                                    

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN RISKS THAT   
YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.              

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

---------------       
This prospectus has been prepared for and will be used by J.P. Morgan Securities
Inc. and Goldman, Sachs & Co. in connection with offers and sales of the notes  
in market-making transactions in the notes. These transactions may occur at     
prices related to prevailing market prices at the time of sales or at negotiated
prices. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. may act as         
principal or agent in these transactions. We will not receive any proceeds of   
such sales.                                                                     

JPMORGAN                                                    GOLDMAN, SACHS & CO.

June 24, 2003                                                                   

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 TABLE OF CONTENTS

IN MAKING YOUR INVESTMENT DECISION REGARDING THE NOTES, YOU SHOULD RELY ONLY ON 
THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO  
PROVIDE YOU WITH ANY OTHER INFORMATION. IF YOU RECEIVE ANY OTHER INFORMATION YOU
SHOULD NOT RELY ON IT.                                                          

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS      
ACCURATE AS OF ANY OTHER DATE THAN THAT ON THE FRONT COVER OF THIS PROSPECTUS.  

                                                        [Enlarge/Download Table]

                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                                    
Prospectus summary................................................................................................................1 
Risk factors......................................................................................................................6 
The acquisition..................................................................................................................13 
Use of proceeds..................................................................................................................14 
Capitalization...................................................................................................................15 
Unaudited pro forma financial information........................................................................................16 
Selected consolidated financial data.............................................................................................18 
Management's discussion and analysis of financial condition and results of operations............................................20 
Business.........................................................................................................................27 
Management.......................................................................................................................37 
Principal Stockholders...........................................................................................................43 
Related party transactions.......................................................................................................45 
Description of other indebtedness................................................................................................48 
Description of the notes.........................................................................................................52 
Material U.S. federal tax considerations.........................................................................................92 
ERISA considerations.............................................................................................................97 
Plan of distribution.............................................................................................................99 
Legal matters....................................................................................................................99 
Independent auditors.............................................................................................................99 
Where you can find more information..............................................................................................99 
Index to Financial Statements...................................................................................................F-1 

 ---------------
Berry Plastics Corporation is a Delaware corporation. Our principal executive   
offices are located at 101 Oakley Street, Evansville, Indiana, 47710, and our   
telephone number at that address is 812-424-2904.                               

In this prospectus, unless the context otherwise requires, "BPC Holding" or     
"Holding" refer to BPC Holding Corporation, "we," "our" or "us" refer to BPC    
Holding Corporation together with its consolidated subsidiaries, "Berry         
Plastics" or "the company" refer to Berry Plastics Corporation, a wholly owned  
subsidiary of BPC Holding and the issuer of the notes, and "initial purchasers" 
refers to the firms listed on the cover of this prospectus. Unless otherwise    
indicated, all references in this prospectus to fiscal years are to the 52/53   
week period ending on the Saturday closest to December 31. Unless the context   
requires otherwise, all references in this prospectus to "2002," "2001," "2000,"
"1999" and "1998," or to such periods as fiscal years, relate to the fiscal     
years ended December 28, 2002, December 29, 2001, December 30, 2000, January 1, 
2000 and January 2, 1999, respectively. For 2002, the results under Holding's   
prior ownership have been combined with results subsequent to the merger of GS  
Berry Acquisition Corp. with and into BPC Holding on July 22, 2002, which is    
referred to in this prospectus as "the Acquisition." The "notes" refers to the  
10-3/4% senior subordinated notes due 2012 offered pursuant to this prospectus. 
In addition, we may issue additional notes, under the indenture governing the   
notes subject to the terms of the indenture, and these additional notes would   
also be included in the term "notes".                                           

 ---------------
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY         
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO   
SELL, OR SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN  
WHICH SUCH AN OFFER TO SELL OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE      
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY        
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS  
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.               

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements," within the meaning of    
Section 27A of the Securities Act and Section 21E of the Exchange Act, with     
respect to our financial condition, results of operations and business and our  
expectations or beliefs concerning future events. Such statements include, in   
particular, statements about our plans, strategies and prospects under the      
headings "Prospectus summary," "Management's discussion and analysis of         
financial condition and results of operations" and "Business." You can identify 
certain forward-looking statements by our use of forward-looking terminology    
such as, but not limited to, "believes," "expects," "anticipates," "estimates," 
"intends," "plans," "targets," "likely," "will," "would," "could" and similar   
expressions identify forward-looking statements.                                

All forward-looking statements involve risks and uncertainties. Many risks and  
uncertainties are inherent in our industry and markets. Others are more specific
to our operations. The occurrence of the events described and the achievement of
the expected results depend on many events, some or all of which are not        
predictable or within our control. Actual results may differ materially from the
forward-looking statements contained in this prospectus.                        

Factors that could cause actual results to differ materially from those         
expressed or implied by the forward-looking statements include:                 

      -     risks associated with our substantial indebtedness and debt service;

-     performance of our business and future operating results;     

-     risks of competition in our existing and future markets;      

     -     changes in prices and availability of resin and other raw materials
  and our ability to pass on changes in raw material prices;

-     catastrophic loss of our key manufacturing facility;          

-     risks related to our acquisition strategy and integration of  
acquired businesses;                                    

    -     general business and economic conditions, particularly an economic
downturn;                                               

-     increases in the cost of compliance with laws and regulations,
including environmental laws and regulations; and       

      -     the other risks described under the heading "Risk factors" beginning
on page 6.                                              

All future written and verbal forward-looking statements attributable to us or  
any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained in or referred to in this section. We undertake 
no obligation, and specifically decline any obligation, to publicly update or   
revise any forward-looking statements, whether as a result of new information,  
future events or otherwise. In light of these risks, uncertainties and          
assumptions, the forward-looking events discussed in this prospectus might not  
occur.                                                                          

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 MARKET DATA

The data included in this prospectus regarding markets, product categories and  
ranking, including, but not limited to, the size of certain markets and product 
categories and our position and the positions of our competitors within these   
markets and product categories, are based on our estimates and definitions,     
which have been derived from our management's knowledge and experience in the   
areas in which we operate, and information obtained from our customers,         
distributors, suppliers, trade and business organizations and other contacts in 
the areas in which we operate. Unless otherwise specified, all our market share 
and product category data relate to the injection-molding segment of the        
plastics packaging industry. Although we believe that these sources are         
generally reliable, we have not independently verified data from these sources  
or obtained third party verification of this data. In addition, data within our 
industry are intended to provide general guidance but is inherently imprecise.  
References herein to our being a leader in a product segment or product category
refer to our having a leading position based on sales in 2002 of injected-molded
plastic products in such segment or product category, unless the context        
otherwise requires.                                                             

The plastics packaging industry consists of rigid and non-rigid plastic         
products. There are three primary manufacturing processes used in the rigid     
plastics packaging segment of the plastics packaging industry: injection-molding
and thermoforming, which we use, and blow molding, which we currently do not    
use. Each of these processes may be interchangeable depending on the product and
the cost. Blow molding is used to produce most plastic drinking bottles, which  
constitutes approximately three-fourths of the U.S. plastic container demand by 
weight.                                                                         

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PROSPECTUS SUMMARY

This summary highlights material information contained elsewhere in this        
prospectus. This summary of material information contained elsewhere in this    
prospectus is not complete and does not contain all of the information that may 
be important to you. We urge you to read this entire prospectus carefully,      
including the "Risk factors" section and our consolidated financial statements  
and related notes included elsewhere in this prospectus.                        

 THE COMPANY

We are one of the world's leading manufacturers and suppliers of a diverse mix  
of injection-molded plastics packaging products focusing on the open-top        
container, closure, aerosol overcap, drink cup and housewares markets. We sell a
broad product line to over 12,000 customers. We concentrate on manufacturing    
higher quality, value-added products sold to image-conscious marketers of       
institutional and consumer products. We believe that our large operating scale, 
low-cost manufacturing capabilities, purchasing leverage, proprietary           
thermoforming technology and extensive collection of over 1,000 active          
proprietary molds provide us with a competitive advantage in the marketplace. We
have been able to leverage our broad product offering, value-added manufacturing
capabilities and long-standing customer relationships into leading positions    
across a number of products. The average length of our relationship with our top
10 customers in fiscal 2002 was over 15 years, and these customers represented  
approximately 19% of our fiscal 2002 net sales with no customer accounting for  
more than 4% of our fiscal 2002 net sales. We believe that over 58% of our 2002 
revenues were generated from the sale of products that held a number one        
position relative to competing injection-molded products. Our products are      
primarily sold to customers in industries that exhibit relatively stable demand 
characteristics and are considered less sensitive to overall economic           
conditions, such as pharmaceuticals, food, dairy and health and beauty.         
Additionally, we operate 12 high-volume manufacturing facilities and have       
extensive distribution capabilities.                                            

We organize our product categories into three business divisions: containers,   
closures, and consumer products. The following table displays our net sales by  
division for each of the past five fiscal years.                                

                                                                [Download Table]

   ($ IN MILLIONS)             1998       1999       2000       2001       2002 
-------------------------     ------     ------     ------     ------     ------
                                                                                
Containers ..............     $154.0     $188.7     $231.2     $234.5     $250.4
Closures ................       56.4       81.0      112.2      132.4      133.9
Consumer products .......       61.4       59.1       64.7       94.8      110.0
                              ------     ------     ------     ------     ------
Total net sales .........     $271.8     $328.8     $408.1     $461.7     $494.3
                              ======     ======     ======     ======     ======

Our business is subject to significant risks. We may not be able to arrange for 
sources of resin in the event of an industry-wide general shortage of resins    
used by us, or a shortage or discontinuation of certain types of resins. Any    
such shortage may negatively impact our competitive position versus other       
companies that are able to better or more cheaply source resin. Additionally,   
increases in the cost of resin may significantly impact our financial condition 
to the extent we are not able to pass through any such cost increase.  Our      
Evansville, Indiana facility produces approximately one-third of our products.  
A catastrophic loss of all or a part of the facility could have a material      
adverse effect on us. In addition, we face intense competition in the sale of   
our products. Competition could result in our products losing market share or   
our having to reduce our prices, either of which would have a material adverse  
effect on our business and results of operations and financial condition. We    
have substantial debt, and we may incur substantial additional debt in the      
future under the terms of our indebtedness. As of March 29, 2003, we had total  
indebtedness of approximately $613.1 million, excluding $9.5 million in letters 
of credit under our revolving credit facility and, subject to certain           
conditions to borrowing, $135.5 million available for future borrowings under   
our revolving credit facility and delayed draw term loan facility. See "Risk    
factors."                                                                       

 BUSINESS STRATEGY

Our goal is to maintain and enhance our market position and leverage our core   
strengths to increase profitability. Our strategy to achieve this goal includes 
the following elements:                                                         
-     increase sales to our existing customers;                     

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-     aggressively pursue new customers;                            

-     continue to effectively manage costs; and                     

   -     selectively pursue strategic acquisitions in our core businesses.

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 THE NOTES

The following is a brief summary of the terms of the notes. For a more complete 
description of the terms of the notes, see "Description of the notes" in this   
prospectus.                                                                     

ISSUER........................  Berry Plastics Corporation, a Delaware          
Corporation     

SECURITIES OFFERED............  $250,000,000 in aggregate principal amount of   
                          10 3/4% senior subordinated notes due 2012

MATURITY DATE.................  July 15, 2012                                   

INTEREST PAYMENT                                                                
DATES.........................  January 15 and July 15, commencing on January   
15, 2003        
GUARANTORS....................  The notes are fully and unconditionally         
                          guaranteed by BPC Holding Corporation, our
                          parent company, and each of our and future
                              domestic subsidiaries. These guarantees can be
                               released upon the circumstances described under
                              "Description of the notes -- Certain covenants
                             -- Future note guarantors and release of note
                              guarantees." If we cannot make payments on the
                                notes when they are due, the note guarantors are
               obligated to make them instead.

RANKING.......................  The notes are unsecured and:                    

                               -   are subordinated in right of payment to all
                        existing and future senior debt;

                             -   rank equally in right of payment with any
                               existing and future senior subordinated
debt;   

                          -   rank senior in right of payment to all
                 future subordinated debt;

                               -   are effectively subordinated to our secured
                              debt to the extent of the value of the
                  assets securing such debt;

                       -   are effectively subordinated to all
                              liabilities and preferred stock of our
                              subsidiaries that do not guarantee the
  notes; and

                             -   any debt that could be incurred under the
                            indenture may be deemed senior debt.

                             Similarly, the guarantees of the notes by BPC
                          Holding and our guarantor subsidiaries are
unsecured and:  

                               -   are subordinated in right of payment to all
                                   of the applicable note guarantor's existing
               and future senior debt;

                                -   rank equally in right of payment with any of
                                    the applicable note guarantors' existing and
                        future senior subordinated debt;

                             -   rank senior in right of payment to all of
                              the applicable note guarantors' future
          subordinated debt;

                               -   are effectively subordinated to all secured
                                    debt of such note guarantor to the extent of
                                   the value of the assets securing such debt;
and     

                       -   are effectively subordinated to the
                               obligations of any subsidiary of a note
                                  guarantor if that subsidiary is not a note
  guarantor.

As of March 29, 2003: 

                          -   we had approximately $363.1 million of
                                   senior debt to which the notes and the note

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                               guarantees would be subordinated (which
                                  amount excludes $9.5 million of letters of
                                credit and the remaining availability of
                                 $135.5 million under our revolving credit
                           facility and delayed draw term loan
  facility);

                                -   we did not have any senior subordinated debt
               (other than the notes);

                              -   we did not have any subordinated debt; and

                               -   our subsidiaries that are not guarantors of
                                  the notes had $10.2 million of liabilities
                               including trade payables, but excluding
               liabilities owed to us.

                   As of June 10, 2003, we could incur
                          approximately $140.5 million in additional
                           senior debt under our senior secured credit
                             facility, subject to conditions to borrowing;
                               however, the covenants under our senior secured
                             credit facility may limit our ability to make
such borrowings.

OPTIONAL REDEMPTION...........  We may redeem the notes, in whole or in part, at
                          any time beginning on July 15, 2007 at the
                              redemption prices listed under "Description of
                  the notes -- Optional redemption."

                                In addition, before July 15, 2005, we may redeem
                        up to 35% of the notes with the net cash
                             proceeds from certain equity offerings at the
                               price listed under "Description of the notes --
     Optional redemption."

CHANGE OF CONTROL.............  Upon the occurrence of a change of control,     
                                unless we have exercised our right to redeem all
                              of the notes as described above, you will have
                            the right to require us to purchase all or a
                            portion of your notes at a purchase price in
                               cash equal to 101% of the principal amount plus
                          accrued and unpaid interest to the date of
                               purchase. The occurrence of a change of control
                             will also result in an event of default under
                             our new senior secured credit facility, which
                              would allow the lenders under that facility to
                             accelerate their debt. Such acceleration will
                           be considered an event of default under the
                              notes. See "Description of the notes -- Change
of control."    

BASIC COVENANTS...............  The indenture governing the notes contains      
                              covenants that impose significant restrictions
                       on our business. The restrictions these
                        covenants place on us and our restricted
                               subsidiaries include limitations on our ability
                              and the ability of our restricted subsidiaries
to:             

       -   incur indebtedness;

                          -   pay dividends or make distributions in
                               respect of our capital stock or to make
                            certain other restricted payments or
    investments;

                           -   sell assets, including capital stock of
                restricted subsidiaries;

                               -   agree to payment restrictions affecting our
                restricted subsidiaries;

                         -   consolidate, merge, sell or otherwise
                                  dispose of all or substantially all of our
assets; 

                                -   enter into transactions with our affiliates;
and     

                              -   designate our subsidiaries as unrestricted
     subsidiaries.
                        These covenants are subject to important
                        exceptions and qualifications, which are
                            described under "Description of the notes --
   Certain covenants."

PUBLIC MARKET FOR THE NOTES...  Goldman, Sachs & Co. and J.P. Morgan Securities 
                          Inc. currently make a market in the notes.
                              However, you should be aware that they are not
                            obligated to do so and may discontinue their
                            market-making activities at any time without
                                notice. As a result, the liquidity of the market
                                for the notes may not be available if you try to
                       sell your notes. In addition, we cannot
                              guarantee when, or even if, another market for
                           the notes will develop. We do not intend to
                       apply for a listing of the notes on any
                           securities exchange or any automated dealer
 quotation system.

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RISK FACTORS                                                                    

You should carefully consider all the information in this prospectus prior to   
deciding whether to invest in the notes. In particular, we urge you to consider 
carefully the factors set forth under "Risk factors" beginning on page 6 of this
prospectus.                                                                     

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RISK FACTORS
You should read and consider carefully each of the following factors, as well as
the other information contained in this prospectus before deciding whether to   
invest in the notes. The risks and uncertainties described below are not the    
only ones we face. Additional risk and uncertainties not presently known to us  
or that we currently believe to be immaterial may also adversely affect our     
business.                                                                       

RISKS RELATED TO THE NOTES                                                      

WE HAVE SUBSTANTIAL DEBT AND WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH COULD  
AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS UNDER THE NOTES AND MAY OTHERWISE    
RESTRICT OUR ACTIVITIES.                                                        

We have substantial debt, and we may incur substantial additional debt in the   
future. As of March 29, 2003, we had total indebtedness of approximately $613.1 
million, excluding $9.5 million in letters of credit under our revolving credit 
facility and, subject to certain conditions to borrowing, $135.5 million        
available for future borrowings under our revolving credit facility and delayed 
draw term loan facility. As of June 10, 2003, we could incur approximately      
$140.5 million in additional senior debt under our senior secured credit        
facility, subject to conditions to borrowing; however, the covenants under our  
senior secured credit facility may limit our ability to make such borrowings. We
are also permitted by the terms of the notes to incur substantial additional    
indebtedness, subject to the restrictions therein. See "Description of other    
indebtedness -- The senior secured credit facility." Any debt that could be     
incurred under the indenture may be deemed senior debt. If the interest rate on 
our variable rate debt increases by 1.00%, we estimate an annual increase in our
interest expense of approximately $2.8 million.                                 

Our substantial debt could have important consequences to you. For example, it  
could:                                                                          

    -     make it more difficult for us to satisfy our obligations under the
notes;                                                  

  -     require us to dedicate a substantial portion of our cash flow to
           payments on our indebtedness, which would reduce the amount of cash
     flow available to fund working capital, capital expenditures,
product development and other corporate requirements;   

     -     increase our vulnerability to general adverse economic and industry
conditions, including changes in raw material costs;    

-     limit our ability to respond to business opportunities;       

-     limit our ability to borrow additional funds, which may be    
necessary; and                                          

    -     subject us to financial and other restrictive covenants, which, if
            we fail to comply with these covenants and our failure is not waived
     or cured, could result in an event of default under our debt.

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR ABILITY  
TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.                    

Our ability to make payments on our debt, including the notes, and to fund      
planned capital expenditures and research and development efforts will depend on
our ability to generate cash in the future. This, to an extent, is subject to   
general economic, financial, competitive, legislative, regulatory and other     
factors, including those described in this "Risk factors" section, that are     
beyond our control. Assuming interest costs are consistent with those in the    
first quarter of 2003, our interest costs in 2003 will be approximately $46.9   
million. Our principal payments due in 2003 are approximately $8.6 million. For 
future periods, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and capital resources." Our business may 
not generate sufficient cash flow from operations and future borrowings may not 
be available to us under our senior secured credit facility in an amount        
sufficient to enable us to pay our debt, including the notes, or to fund our    
other liquidity needs. We may need to refinance all or a portion of our         
indebtedness, including the notes, at or before maturity. We may not be able to 
refinance any of our debt, including our senior secured credit facility and the 
notes, on commercially reasonable terms or at all.                              

THE AGREEMENTS GOVERNING THE NOTES AND OUR OTHER DEBT IMPOSE RESTRICTIONS ON OUR
BUSINESS.                                                                       
The indenture governing the notes and the agreements governing our senior       
secured credit facility contain a number of covenants imposing significant      
restrictions on our business. These restrictions may affect our ability to      
operate our business and may limit                                              

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our ability to take advantage of potential business opportunities as they arise.
The restrictions these covenants place on us and our restricted subsidiaries    
include limitations on our ability and the ability of our restricted            
subsidiaries to:                                                                

-     incur indebtedness or issue preferred shares;                 

     -     pay dividends or make distributions in respect of our capital stock
or to make certain other restricted payments;           

-     create liens;                                                 

      -     agree to payment restrictions affecting our restricted subsidiaries;

-     make acquisitions;                                            

   -     consolidate, merge, sell or lease all or substantially all of our
assets;                                                 

-     enter into transactions with our affiliates; and              

-     designate our subsidiaries as unrestricted subsidiaries.      

Our senior secured credit facility also requires us to meet a number of         
financial ratios. The breach of any of these covenants or restrictions could    
result in a default under the indenture governing the notes or under our senior 
secured credit facility. An event of default under our debt agreements would    
permit some of our lenders to declare all amounts borrowed from them to be      
immediately due and payable. If we were unable to repay debt to our lenders,    
these lenders could proceed against the collateral securing that debt. In       
addition, acceleration of our other indebtedness may cause us to be unable to   
make interest payments on the notes and repay the principal amount of the notes.

YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS JUNIOR TO OUR EXISTING           
INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS. FURTHER, THE GUARANTEES 
OF THE NOTES ARE JUNIOR TO ALL OF OUR GUARANTORS' EXISTING INDEBTEDNESS AND     
POSSIBLY TO ALL OF THEIR FUTURE BORROWINGS.                                     

The notes and the guarantees rank behind all of our and our guarantors' existing
indebtedness, and all of our and their future borrowings, except any future     
indebtedness that expressly provides that it ranks equal with, or is            
subordinated in right of payment to, the notes and the guarantees. As of March  
29, 2003, the amount of debt issued by us that is senior, or effectively senior,
to the notes and the note guarantees is $363.1 million (which amount excludes   
$9.5 million of letters of credit and the remaining availability of $135.5      
million under our revolving credit facility and delayed draw term loan          
facility). As a result, upon any distribution to our creditors or the           
creditors of the guarantors in a bankruptcy, liquidation or reorganization or   
similar proceeding relating to us or the guarantors or our or their property,   
the holders of our senior debt and senior debt of the guarantors will be        
entitled to be paid in full before any payment may be made with respect to the  
notes or the guarantees.                                                        

In addition, all payments on the notes and the guarantees will be blocked in the
event of a payment default on senior debt and may be blocked for up to 179 of   
360 consecutive days in the event of specified non-payment defaults on senior   
debt.                                                                           

In the event of a bankruptcy, liquidation or reorganization or similar          
proceeding relating to us or the guarantors, holders of the notes will          
participate with trade creditors and all other holders of our and the           
guarantors' subordinated indebtedness in the assets remaining after we and the  
guarantors have paid all of our and their senior debt. However, because the     
senior debt is secured and because the indenture requires that amounts otherwise
payable to holders of the notes in a bankruptcy or similar proceeding be paid to
holders of senior debt instead, holders of the notes may receive less, ratably, 
than holders of trade payables in the proceeding. In any of these cases, we and 
the guarantors may not have sufficient funds to pay all of our creditors and    
holders of notes may receive less, ratably, than the holders of our senior debt.
See "Description of the notes -- Ranking."                                      

THE NOTES ARE NOT SECURED BY ANY OF OUR ASSETS. HOWEVER, OUR SENIOR SECURED     
CREDIT FACILITY ARE SECURED AND, THEREFORE, OUR BANK LENDERS HAVE A PRIOR CLAIM 
ON SUBSTANTIALLY ALL OF OUR ASSETS.                                             

The notes are not secured by any of our assets. However, our senior secured     
credit facility is secured by (1) a pledge of 100% of the stock of our existing 
and future domestic subsidiaries and 65% of the stock of our existing and future
first-tier foreign subsidiaries, and (2) substantially all of our assets. If we 
become insolvent or are liquidated, or if payment under any of the              

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instruments governing our secured debt is accelerated, the lenders under these  
instruments will be entitled to exercise the remedies available to a secured    
lender under applicable law and pursuant to instruments governing such debt.    
Accordingly, the lenders under our senior secured credit facility have a prior  
claim on our guarantors' assets. In that event, because the notes are not       
secured by any of our assets, it is possible that our remaining assets might be 
insufficient to satisfy your claims in full.                                    

YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES COULD BE ADVERSELY AFFECTED IF ANY  
OF OUR NON-GUARANTOR SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE, OR REORGANIZE; 
THE NOTES WILL BE STRUCTURALLY SUBORDINATED TO THE OBLIGATIONS OF OUR           
NON-GUARANTOR SUBSIDIARIES.                                                     

Some but not all of our subsidiaries guarantee the notes. Our foreign           
subsidiaries are not guarantors on the notes, and will become so in the future  
only if they guarantee other debt of Berry Plastics or Berry Plastics'          
non-foreign subsidiaries. Furthermore, the guarantee of the notes may be        
released under the circumstances described under "Description of the notes --   
Certain covenants -- Future Note Guarantors and release of Note Guarantees." Our
obligations under the notes are structurally subordinated to the obligations of 
our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or    
reorganization of any of our non-guarantor subsidiaries, holders of their       
indebtedness and their trade creditors will generally be entitled to payment of 
their claims from the assets of those subsidiaries before any assets are made   
available for distribution to us. As of March 29, 2003, our non-guarantor       
subsidiaries held 5% of our consolidated assets as of that date. These          
non-guarantor subsidiaries accounted for 4% of our revenues for fiscal year     
2002.                                                                           

A SIGNIFICANT AMOUNT OF OUR NET WORTH REPRESENTS GOODWILL, AND A WRITE-OFF OF   
GOODWILL COULD RESULT IN LOWER REPORTED NET INCOME AND A REDUCTION OF OUR NET   
WORTH.                                                                          

As of March 29, 2003, the net value of our goodwill was approximately $334.7    
million. In July 2001, the Financial Accounting Standards Board issued          
Statements of Financial Accounting Standards No. 142, "Goodwill and Other       
Intangible Assets." Under the new standard, we are no longer required to or     
permitted to amortize goodwill reflected on our balance sheet. We are, however, 
required to evaluate goodwill reflected on our balance sheet when circumstances 
indicate a potential impairment, or at least annually, under the new impairment 
testing guidelines outlined in the standard. Future changes in the cost of      
capital, expected cash flows, or other factors may cause our goodwill to be     
impaired, resulting in a noncash charge against results of operations to        
write-off goodwill for the amount of impairment. If a significant write-off is  
required, the charge would have a material adverse effect on our reported       
results of operations and net worth in the period of any such write-off.        

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID  
GUARANTEES AND REQUIRE NOTE HOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.

Under the federal bankruptcy law and comparable provisions of state fraudulent  
transfer laws, a guarantee could be voided, or claims in respect of a guarantee 
could be subordinated to all other debts of that guarantor under specific       
circumstances, including circumstances where the guarantor, at the time it      
incurred the indebtedness evidenced by its guarantee:                           
      -     received less than reasonably equivalent value or fair consideration
          for the incurrence of such guarantee and was insolvent or rendered
insolvent by reason of such incurrence;                 

    -     was engaged in a business or transaction for which the guarantor's
   remaining assets constituted unreasonably small capital; or

      -     intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.               

In addition, any payment by that guarantor pursuant to its guarantee could be   
voided and required to be returned to the guarantor, or to a fund for the       
benefit of the creditors of the guarantor.                                      

The measures of insolvency for purposes of these fraudulent transfer laws will  
vary depending upon the law applied in any proceeding to determine whether a    
fraudulent transfer has occurred. Generally, however, a guarantor would be      
considered insolvent if:                                                        

     -     the sum of its debts, including contingent liabilities, was greater
than the fair saleable value of all of its assets;      

 -     the present fair saleable value of its assets was less than the
          amount that would be required to pay its probable liability on its
        existing debts, including contingent liabilities, as they become
absolute and mature; or                                 

-     it could not pay its debts as they become due.                

On the basis of historical financial information, recent operating history and  
other factors, we believe that each current guarantor, at the time of its       
guarantee of the notes, was not insolvent, did not have unreasonably small      
capital for the business in which it is engaged and had not incurred debts      
beyond its ability to pay such debts as they mature. However, a court may apply 
a different standard in making these determinations or may not agree with our   
conclusions in this regard.                                                     

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE  
OF CONTROL OFFER REQUIRED BY THE INDENTURE.                                     

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Upon the occurrence of specific kinds of change of control events, we will be   
required to offer to repurchase all then-outstanding notes at 101% of the       
principal amount thereof plus accrued and unpaid interest and additional        
interest, if any, to the date of repurchase. However, it is possible that we    
will not have sufficient funds at the time of the change of control to make the 
required repurchase of notes or that restrictions in our new senior secured     
credit facility will not allow such repurchases. In addition, various important 
corporate events, such as leveraged recapitalizations that would increase the   
level of our indebtedness, would not constitute a "Change of Control" under the 
indenture. The occurrence of a change of control will also result in an event of
default under our new senior secured credit facility, which would allow the     
lenders under that facility to accelerate their debt. Such acceleration will be 
considered an event of default under the notes. See "Description of the notes --
Change of control."                                                             

WE HAVE EXPERIENCED CONSOLIDATED NET LOSSES.                                    

Our net losses were $7.6 million for fiscal 1998, $9.1 million for fiscal 1999, 
$23.1 million for fiscal 2000, $2.1 million for fiscal 2001 and $32.6 million   
for fiscal 2002. Consolidated earnings have been insufficient to cover fixed    
charges by $7.0 million for fiscal 1998, by $7.1 million for fiscal 1999, by    
$20.5 million for fiscal 2000, by $0.8 million for fiscal 2001, and by $3.1     
million for fiscal 2002. See "Management's discussion and analysis of financial 
condition and results of operations."                                           

THE NOTES HAVE NO PRIOR PUBLIC MARKET, AND A PUBLIC MARKET FOR THE NOTES MAY NOT
DEVELOP OR BE SUSTAINED.                                                        

Although they are not obligated to do so, Goldman, Sachs & Co. and J.P. Morgan  
Securities Inc. make a market in the notes. Any such market-making activity may 
be discontinued at any time for any reason, without notice at the sole          
discretion of Goldman, Sachs & Co. and J.P. Morgan Securities Inc. No assurance 
can be given as to the liquidity of any trading market for the notes, or the    
ability of the holders of the notes to sell their notes or the price at which   
such holders may be able to sell their notes. The notes could trade at prices   
that may be higher or lower than their initial offering price depending on many 
factors, including, among other things, prevailing interest rates, the market   
for similar securities, our operating results and other factors. Therefore, an  
active market for the notes may not develop or be sustained. If an active public
market does not develop or continue, the market price and liquidity of the notes
may be adversely affected.                                                      

Historically, the market for non-investment grade debt has been volatile in     
terms of price. It is possible that the market for the notes will be volatile.  
This volatility in price may affect your ability to resell your notes or the    
timing of their sale.                                                           

Notwithstanding the registration of the notes, holders who are "affiliates" (as 
defined under Rule 405 of the Securities Act) of us may publicly offer for sale 
or resale the notes only in compliance with the provisions of Rule 144 under the
Securities Act.                                                                 

Because we are an affiliate of Goldman, Sachs & Co. and J.P. Morgan Securities  
Inc., two of the initial purchasers of the notes, Goldman, Sachs & Co. and J.P. 
Morgan Securities Inc. are required to deliver a current "market-maker"         
prospectus and otherwise comply with the registration requirements of the       
Securities Act in connection with any secondary market sale of the notes, which 
may affect their ability to continue market-making activities. We have agreed to
make a "market-maker" prospectus generally available to Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. to permit them to engage in market-making           
transactions. However, the registration rights agreement also provides that we  
may, for valid business reasons, allow the market-maker prospectus to cease to  
be effective and usable for a period of time not to exceed 60 days in the       
aggregate in any consecutive 12-month period. Valid business reasons include,   
without limitation, a potential acquisition, divestiture of assets or other     
material corporate transaction. As a result, the liquidity of the secondary     
market for the notes may be materially adversely affected by the unavailability 
of a current "market-maker" prospectus.                                         

RISKS RELATED TO OUR BUSINESS                                                   

WE DO NOT HAVE FIRM CONTRACTS WITH PLASTIC RESIN SUPPLIERS.                     

We source plastic resin primarily from major industry suppliers such as Dow     
Chemical, Chevron, Nova, ExxonMobil, Atofina, Basell and Equistar. We have      
long-standing relationships with some of these suppliers but have not entered   
into a firm supply contract with any of our resin vendors. We may not be able to
arrange for other sources of resin in the event of an industry-wide general     
shortage of resins used by us, or a shortage or discontinuation of certain types
of grades of resin purchased from one or more of our suppliers. Any such        
shortage may negatively impact our competitive position versus companies that   
are able to better or more cheaply source resin. Additionally, we may be subject
to significant increases in prices that may materially impact our financial     
condition. We are currently experiencing rapidly increasing resin prices        
primarily due to the increased cost of oil and natural gas. Due to the extent   
and rapid nature of these increases, we cannot reasonably estimate the extent to
which we will be able to successfully recover these cost increases in the       
short-term. If high and/or rapidly increasing resin prices continue, our        

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revenue and/or profitability may be materially and adversely affected, both in  
the short-term as we attempt to pass through changes in the cost of resin to    
customers under current agreements and in this longer term as we negotiate new  
agreements.                                                                     

IF MARKET CONDITIONS DO NOT PERMIT US TO PASS ON THE COST OF PLASTIC RESINS TO  
OUR CUSTOMERS ON A TIMELY BASIS, OR AT ALL, OUR FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS COULD SUFFER MATERIALLY.                                          

To produce our products we use large quantities of plastic resins, which in     
fiscal 2002 cost us approximately $113.0 million, or 30% of our total cost of   
goods sold. Plastic resins are subject to cyclical price fluctuations, including
those arising from supply shortages and changes in the prices of natural gas,   
crude oil and other petrochemical intermediates from which resins are produced. 
The instability in the world markets for petroleum and natural gas could        
materially adversely affect the prices and general availability of raw materials
quickly. The resin market is currently experiencing rapidly increasing prices   
primarily due to the increased cost of oil and natural gas. Based on information
from Plastics News, an industry publication, average spot prices of HDPE and PP 
on March 17, 2003 were $0.565 per pound and $0.44 per pound, respectively,      
reflecting increases of $0.17 per pound, or 43%, and $0.05 per pound, or 13%,   
over the respective average spot prices from December 28, 2002. Historically, we
have generally been able to pass on a significant portion of the increases in   
resin prices to our customers over a period of time, but even in such cases     
there have been negative short-term impacts to our financial performance. The   
resin market is currently experiencing increasing prices primarily due to the   
increased cost of oil and natural gas. Due to the extent and rapid nature of    
these increases, we cannot reasonably estimate our ability to successfully      
recover these cost increases in the short-term. Some of our customers (currently
accounting for fewer than 10% of our net revenues) purchase our products        
pursuant to fixed-price arrangements in respect of which we have at times and   
may continue to enter into hedging or similar arrangements. In the future, we   
may not be able to pass on substantially all of the increases in resin prices to
our customers on a timely basis, if at all, which would have a material adverse 
effect on our competitive position and financial performance.                   

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AND OUR CUSTOMERS MAY NOT CONTINUE TO
PURCHASE OUR PRODUCTS.                                                          

We face intense competition in the sale of our products. We compete with        
multiple companies in each of our product lines, including divisions or         
subsidiaries of larger companies. We compete on the bases of a number of        
considerations, including price, service, quality, product characteristics and  
the ability to supply products to customers in a timely manner. Our products    
also compete with metal and glass, paper and other packaging materials as well  
as plastic packaging materials made through different manufacturing processes.  
Many of our product lines also compete with plastic products in other lines and 
segments. Many of our competitors have financial and other resources that are   
substantially greater than ours and may be better able than us to withstand     
price competition. In addition, some of our customers do and could in the future
choose to manufacture the products they require for themselves. Each of our     
product lines faces a different competitive landscape. We may not be able to    
compete successfully with respect to any of the foregoing factors. Competition  
could result in our products losing market share or our having to reduce our    
prices, either of which would have a material adverse effect on our business and
results of operations and financial condition. In addition, since we don't have 
long-term arrangements with many of our customers, these competitive factors    
could cause our customers to shift suppliers and/or packaging material quickly. 

IN THE EVENT OF A CATASTROPHIC LOSS OF OUR KEY MANUFACTURING FACILITY, OUR      
BUSINESS WOULD BE ADVERSELY AFFECTED.                                           

Our primary manufacturing facility is in Evansville, Indiana, where we produce  
approximately one-third of our products. While we maintain insurance covering   
the facility, including business interruption insurance, a catastrophic loss of 
the use of all or a portion of the facility due to accident, labor issues,      
weather conditions, other natural disaster or otherwise, whether short or       
long-term, could have a material adverse effect on us.                          

OUR ACQUISITION STRATEGY MAY BE UNSUCCESSFUL.                                   

As part of our growth strategy, we plan to pursue the acquisition of other      
companies, assets and product lines that either complement or expand our        
existing business. We may not be able to consummate any such transaction at all 
or that any future acquisitions will be able to be consummated at acceptable    
prices and terms. We continually evaluate potential acquisition opportunities in
the ordinary course of business, including those that could be material in size 
and scope. Acquisitions involve a number of special risks and factors,          
including:                                                                      

-     the focus of management's attention to the assimilation of the
       acquired companies and their employees and on the management of
expanding operations;                                   

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-     the incorporation of acquired products into our product line; 

-     the increasing demands on our operational systems;            

-     adverse effects on our reported operating results; and        

      -     the loss of key employees and the difficulty of presenting a unified
corporate image.                                        

We may be unable to make appropriate acquisitions because of competition for the
specific acquisition. In pursuing acquisitions, we compete against other plastic
product manufacturers, some of which are larger than we are and have greater    
financial and other resources than we have. We compete for potential            
acquisitions based on a number of factors, including price, terms and           
conditions, size and ability to offer cash, stock or other forms of             
consideration. Increased competition for acquisition candidates could result in 
fewer acquisition opportunities for us and higher acquisition prices. As a      
company without public equity, we may not be able to offer attractive equity to 
potential sellers. Additionally, our acquisition strategy may result in         
significant increases in our outstanding indebtedness and debt service          
requirements. In addition, the negotiation of potential acquisitions may require
members of management to divert their time and resources away from our          
operations.                                                                     

THE INTEGRATION OF ACQUIRED BUSINESSES MAY RESULT IN SUBSTANTIAL COSTS, DELAYS  
OR OTHER PROBLEMS.                                                              

We may not be able to successfully integrate our acquisitions without           
substantial costs, delays or other problems. We will have to continue to expend 
substantial managerial, operating, financial and other resources to integrate   
our businesses. The costs of such integration could have a material adverse     
effect on our operating results and financial condition. Such costs include     
non-recurring acquisition costs including accounting and legal fees, investment 
banking fees, recognition of transaction-related obligations, plant closing and 
similar costs and various other acquisition-related costs. In addition, although
we conduct what we believe to be a prudent level of investigation regarding the 
businesses we purchase, in light of the circumstances of each transaction, an   
unavoidable level of risk remains regarding the actual condition of these       
businesses. Until we actually assume operating control of such business assets  
and their operations, we may not be able to ascertain the actual value or       
understand the potential liabilities of the acquired entities and their         
operations. Once we acquire a business, we are faced with risks, including:     

-     the possibility that it will be difficult to integrate the    
operations into our other operations;                   

-     the possibility that we have acquired substantial undisclosed 
liabilities;                                            

      -     the risks of entering markets or offering services for which we have
no prior experience; and                                

-     the potential loss of customers as a result of changes in     
   management; and the possibility we may be unable to recruit
       additional managers with the necessary skills to supplement the
incumbent management of the acquired business.          

We may not be successful in overcoming these risks.                             

WE RELY ON UNPATENTED PROPRIETARY KNOW-HOW AND TRADE SECRETS.                   

In addition to relying on patent and trademark rights, we rely on unpatented    
proprietary know-how and trade secrets, and employ various methods, including   
confidentiality agreements with employees and consultants, to protect our       
know-how and trade secrets. However, these methods and our patents and          
trademarks may not afford complete protection and there can be no assurance that
others will not independently develop the know-how and trade secrets or develop 
better production methods than us. Further, we may not be able to deter current 
and former employees, contractors and other parties from breaching              
confidentiality agreements and misappropriating proprietary information and it  
is possible that third parties may copy or otherwise obtain and use our         
information and proprietary technology without authorization or otherwise       
infringe on our intellectual property rights. Additionally, we have licensed,   
and may license in the future, patents, trademarks, trade secrets, and similar  
proprietary rights to and from third parties. While we attempt to ensure that   
our intellectual property and similar proprietary rights are protected and that 
the third party rights we need are licensed to us when entering into business   
relationships, third parties may take actions that could materially and         
adversely affect our rights or the value of our intellectual property, similar  
proprietary rights or reputation. Furthermore, we can give you no assurance that
claims or litigation asserting infringement of intellectual property rights will
not be initiated by third parties seeking damages, the payment of royalties or  
licensing fees and/or an injunction against the sale of our products or that we 
would prevail in any litigation or be successful in preventing such             

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judgment. See "Business -- Legal proceedings." In the future, we may also rely  
on litigation to enforce our intellectual property rights and contractual       
rights, and, if not successful, we may not be able to protect the value of our  
intellectual property. Any litigation could be protracted and costly and could  
have a material adverse effect on our business and results of operations        
regardless of its outcome. Although we believe that our intellectual property   
rights are sufficient to allow us to conduct our business without incurring     
liability to third parties, our products may infringe on the intellectual       
property rights of third parties and our intellectual property rights may not   
have the value we believe them to have.                                         

CURRENT AND FUTURE ENVIRONMENTAL AND OTHER GOVERNMENTAL REQUIREMENTS COULD      
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND OUR ABILITY TO CONDUCT OUR         
BUSINESS.                                                                       

Certain of our operations are subject to federal, state, local and foreign      
environmental laws and regulations that impose limitations on the discharge of  
pollutants into the air and water and establish standards for the treatment,    
storage and disposal of solid and hazardous wastes. While we have not been      
required historically to make significant capital expenditures in order to      
comply with applicable environmental laws and regulations, we cannot predict    
with any certainty our future capital expenditure requirements because of       
continually changing compliance standards and environmental technology.         
Furthermore, violations or contaminated sites that we do not know about         
(including contamination caused by prior owners and operators of such sites)    
could result in additional compliance or remediation costs or other liabilities.
We have limited insurance coverage for environmental liabilities and we do not  
anticipate increasing such coverage in the future. We may also assume           
significant environmental liabilities in acquisitions. In addition, federal,    
state and local governments could enact laws or regulations concerning          
environmental matters that increase the cost of producing, or otherwise         
adversely affect the demand for, plastic products. Legislation that would       
prohibit, tax or restrict the sale or use of certain types of plastic and other 
containers, and would require diversion of solid wastes such as packaging       
materials from disposal in landfills, has been or may be introduced in the U.S. 
Congress, in state legislatures and other legislative bodies. While container   
legislation has been adopted in a few jurisdictions, similar legislation has    
been defeated in public referenda in several states, local elections and many   
state and local legislative sessions. Although we believe that the laws         
promulgated to date have not had a material adverse effect on us, we can give   
you no assurance that future legislation or regulation would not have a material
adverse effect on us. Furthermore, a decline in consumer preference for plastic 
products due to environmental considerations could have a negative effect on our
business.                                                                       

The Food and Drug Administration, or FDA, regulates the material content of     
direct-contact food containers and packages we manufacture pursuant to the      
Federal Food, Drug and Cosmetic Act. Furthermore, some of our products are      
regulated by the Consumer Product Safety Commission, or CPSC, pursuant to       
various federal laws, including the Consumer Product Safety Act. Both the FDA   
and the CPSC can require the manufacturer of defective products to repurchase or
recall these products and may also impose fines or penalties on the             
manufacturer. Similar laws exist in some states, cities and other countries in  
which we sell products. In addition, laws exist in certain states restricting   
the sale of packaging with certain levels of heavy metals and imposing fines and
penalties for noncompliance. Although we use FDA-approved resins and pigments in
containers that directly contact food products and we believe our products are  
in material compliance with all applicable requirements, we remain subject to   
the risk that our products could be found to be not in compliance with these and
other requirements. A recall of any of our products or any fines and penalties  
imposed in connection with non-compliance could have a materially adverse effect
on us. See "Business -- Environmental matters and government regulation."       

OUR OPERATIONS OUTSIDE OF THE UNITED STATES ARE SUBJECT TO ADDITIONAL CURRENCY  
EXCHANGE, POLITICAL, INVESTMENT AND OTHER RISKS.                                

We currently operate two facilities outside the United States which combined for
approximately 4% of our 2002 net sales. This amount may change in the future, as
we are subject to the risks associated with selling and operating in foreign    
countries, including devaluations and fluctuations in foreign currencies,       
unstable political conditions, imposition of limitations on conversion of       
foreign currencies into U.S. dollars and remittance of dividends and payments by
foreign subsidiaries. The imposition of taxes and imposition or increase of     
investment and other restrictions, tariffs or quotas may also have a negative   
effect on our business and profitability.                                       

WE ARE CONTROLLED BY AFFILIATES OF GOLDMAN, SACHS & CO. AND J.P. MORGAN         
SECURITIES INC., AND THEIR INTERESTS AS EQUITY HOLDERS MAY CONFLICT WITH YOUR   
INTERESTS AS A CREDITOR.                                                        

As a result of the Acquisition, certain private equity funds affiliated with    
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. own a substantial majority 
of our common stock. The interests of Goldman, Sachs & Co. and J.P. Morgan      
Securities Inc. and their respective affiliates may not in all cases be aligned 
with your interests as a holder of the notes. Goldman, Sachs & Co. and J.P.     
Morgan Securities Inc. and their respective affiliates, control the power to    
elect our directors, to appoint members of management and to approve all actions
requiring the approval of the holders of our common stock, including adopting   
amendments to our certificate of incorporation and approving mergers, certain   
acquisitions or sales of all or substantially all of our assets. For example,   
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. and their respective       
affiliates could pursue acquisitions, divestitures or other transactions that,  
in their judgment, could enhance their equity investment, even though such      
transactions might involve significant risks to the holders of the notes.       

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 THE ACQUISITION

THE MERGER AGREEMENT                                                            

The following is a summary of the material terms of the merger agreement, dated 
as of May 25, 2002, among GS Berry Acquisition Corp., GS Capital Partners 2000, 
L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH &  
Co. Beteiligungs KG, Bridge Street Special Opportunities Fund 2000, L.P. and GS 
Capital Partners 2000 Employees Fund, L.P., BPC Holding, certain of BPC         
Holding's stockholders, us and the designated representatives of BPC Holding's  
stockholders. The summary is qualified in its entirety by reference to the      
merger agreement.                                                               

THE MERGER                                                                      

On July 22, 2002, GS Berry Acquisition Corp., a newly formed entity controlled  
by various private equity funds affiliated with Goldman, Sachs & Co., merged    
with and into BPC Holding with BPC Holding continuing as the surviving          
corporation. At the effective time of the Acquisition, (1) each share of common 
stock of BPC Holding issued and outstanding immediately prior to the effective  
time of the Acquisition was converted into the right to receive cash pursuant to
the terms of the merger agreement, and (2) each share of common stock of GS     
Berry Acquisition Corp. issued and outstanding immediately prior to the         
effective time of the Acquisition was converted into one share of common stock  
of BPC Holding. Additionally, in connection with the Acquisition, we retired all
of BPC Holding's senior secured notes and Berry Plastics' senior subordinated   
notes, repaid all amounts owed under our credit facilities, redeemed all of the 
outstanding preferred stock of BPC Holding, entered into a new credit facility  
and completed an offering of new senior subordinated notes of Berry Plastics. As
a result of the Acquisition, private equity funds affiliated with Goldman, Sachs
& Co. own approximately 63% of the outstanding common stock of BPC Holding,     
private equity funds affiliated with J.P. Morgan Chase & Co. own approximately  
29% of the outstanding common stock of BPC Holding and members of our management
own the remaining approximately 8%.                                             

The total amount of funds required to consummate the Acquisition and to pay the 
related fees and expenses was approximately $870.4 million, including retirement
all of BPC Holding's senior secured notes and Berry Plastics senior subordinated
notes, repayment of all amounts owed under our credit facilities, redemption of 
all of the outstanding preferred and common stock of BPC Holding, and other fees
and expenses related to the Acquisition. In connection with the Acquisition,    
Berry Plastics received an approximately $330 million senior secured term loan  
from a syndicate of lenders led by Goldman Sachs Credit Partners L.P., as       
administrative agent, approximately $250 million from the issuance of the notes 
to various private institutional buyers, and approximately $268.8 million in    
equity contributions from affiliates of Goldman, Sachs & Co. and certain        
existing stockholders and continuing investments from members of Berry Plastics'
management. The $330 million senior secured term loan was part of a larger      
senior secured credit facility that we entered into with a syndicate of lenders 
led by Goldman Sachs Credit Partners L.P., as administrative agent. The credit  
facility also included a $50.0 million delayed draw term loan facility and a    
$100.0 million revolving credit facility.                                       

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 USE OF PROCEEDS

This prospectus is delivered in connection with the sale of notes by Goldman,   
Sachs & Co. or J.P. Morgan Securities Inc. in market-making transactions. We    
will not receive any of the proceeds from such transaction. The net proceeds to 
us when we sold the notes on July 22, 2002, after deducting fees and expenses,  
was approximately $239.4 million. We used all of the net proceeds to fund       
payment of the consideration for, and fees and expenses relating to, the        
Acquisition.                                                                    

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CAPITALIZATION

The following table sets forth our capitalization as of March 29, 2003. This    
table should be read in conjunction with our consolidated financial statements  
and related notes included elsewhere in this prospectus.                        

                                                                [Download Table]

(DOLLARS IN THOUSANDS)                                  AS OF MARCH 29, 2003
                                                        --------------------
                                                                            
Long-term debt (including current portion thereof):                         
   10-3/4% Senior Subordinated Notes ..............          $ 250,000      
   Revolving lines of credit ......................              5,626      
   Term loans .....................................            328,350      
   Capital leases .................................             26,654      
   Nevada Industrial Revenue Bonds ................              2,500      
                                                             ---------      
     Total debt ...................................            613,130      
Stockholders equity:                                                        
   Preferred stock ................................                 --      
   Common stock ...................................                 28      
   Additional paid-in capital .....................            281,672      
   Adjustment of the carryover basis of                                     
      continuing stockholders .....................           (196,603)     
   Notes receivable - common stock ................            (14,553)     
   Treasury stock .................................                (60)     
   Retained earnings ..............................              6,258      
   Accumulated other comprehensive income .........              1,027      
                                                             ---------      
      Total stockholders' equity ..................             77,769      
                                                             ---------      
Total capitalization ..............................          $ 690,899      
                                                             =========      

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 UNAUDITED PRO FORMA FINANCIAL INFORMATION

Set forth below is the unaudited pro forma condensed consolidated statement of  
operations of BPC Holding for the year ended December 28, 2002, assuming the    
transactions described below occurred at the beginning of the year. For analysis
purposes, the results under Holding's prior ownership ("Predecessor") have been 
combined with results subsequent to the Acquisition on July 22, 2002.           

The unaudited pro forma condensed consolidated statement of operations is       
presented for informational purposes only and does not purport to represent the 
financial condition of BPC Holding had the Acquisition or the other transactions
described below occurred on December 30, 2001, or to project the results for any
future date or period.                                                          

The unaudited pro forma condensed consolidated statement of operations of BPC   
Holding give effect to the Acquisition, including the financing thereof. See    
"Management's discussion and analysis of financial condition and results of     
operations" and "The acquisition."                                              

The unaudited pro forma financial information should be read in conjunction with
the financial statements and related notes thereto included elsewhere in this   
prospectus and the information set forth in "Management's discussion and        
analysis of financial condition and results of operations."                     

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 BPC HOLDING

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 FISCAL YEAR ENDED DECEMBER 28, 2002

                                                        [Enlarge/Download Table]

                                    PREDECESSOR   COMPANY                                                    
                                    PERIOD FROM  PERIOD FROM   COMBINED    ADJUSTMENTS                       
(DOLLARS IN THOUSANDS)               12/30/01-    7/22/02-     COMPANY &     FOR THE        PRO FORMA FOR THE
                                      7/21/02     12/28/02    PREDECESSOR  ACQUISITION       THE ACQUISITION 
                                      -------     --------    -----------  -----------       --------------- 
                                                                                                             
Net sales ........................   $ 280,677    $ 213,626    $ 494,303     $      --          $ 494,303    
Cost of goods sold ...............     207,458      163,815      371,273        (3,306)(1)        367,967    
                                     ---------    ---------    ---------     ---------          ---------    
Gross profit .....................      73,219       49,811      123,030         3,306            126,336    
Total operating expenses .........      54,308       23,159       77,467       (19,857)(2)         57,610    
                                     ---------    ---------    ---------     ---------          ---------    
Operating income .................      18,911       26,652       45,563        23,163             68,726    
Other expenses ...................         291            8          299            --                299    
Interest expense, net ............      28,742       20,512       49,254        (1,375)(3)         47,879    
                                     ---------    ---------    ---------     ---------          ---------    
Income (loss) and income                                                                                     
   taxes before extraordinary item     (10,122)       6,132       (3,990)       24,538             20,548    
Income taxes .....................         345        2,953        3,298         6,565(4)           9,863    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) before                                                                                     
   extraordinary item ............     (10,467)       3,179       (7,288)       17,973             10,685    
Extraordinary item, net of tax ...      25,328           --       25,328       (25,328)(5)             --    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) ................     (35,795)       3,179      (32,616)       43,301             10,685    
Preferred stock dividends ........      (6,468)          --       (6,468)        6,468(6)              --    
Amortization of preferred stock                                                                              
   discount ......................        (574)          --         (574)          574(7)              --    
                                     ---------    ---------    ---------     ---------          ---------    
Net income (loss) attributable to                                                                            
   common stockholders ...........   $ (42,837)   $   3,179    $ (39,658)    $  50,343          $  10,685    
                                     =========    =========    =========     =========          =========    
OTHER DATA:                                                                                                  
Depreciation and amortization ....   $  24,775    $  17,190    $  41,965     $  (1,845)         $  40,120    
                                     =========    =========    =========     =========          =========    

(1)   This adjustment represents the reduction in depreciation expense as a     
     result of an independent appraisal of fixed assets in connection with the
Acquisition.                                                        

(2)   This adjustment represents (i) the elimination of expenses incurred in    
     connection with the Acquisition of ($20,987), (ii) the elimination of the
    annual management fee charged by our largest voting stockholder prior to
the Acquisition of ($331) and (iii) the inclusion of amortization of
   intangibles of $1,461 resulting from the Acquisition on a straight line
   basis over their respective lives. Goldman, Sachs & Co. and J.P. Morgan
    Chase & Co. and their respective affiliates will not receive any ongoing
annual management fee after the Acquisition.                        

(3)   This adjustment reflects in the relevant periods the elimination of the   
historical interest expense incurred on the debt being repaid in    
connection with the Acquisition, including the elimination of the   
   amortization of debt financing costs, offset by the interest expense on
    the estimated debt being incurred in connection with the Acquisition and
the amortization of deferred financing costs incurred in connection 
  therewith. This adjustment assumes an interest rate of 10 -3/4% on the
notes and an interest rate of 5 -1/4% on the term loan. The deferred
   financing costs are being amortized based on the maturity of the loans.

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