Edgar Filing: BERRY PLASTICS CORP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: NOVEMBER 10, 2003
DATE OF EARLIEST EVENT REPORTED: NOVEMBER 10, 2003

BERRY PLASTICS CORPORATION
(Exact name of registrant as specified in charter)

Delaware 33-75706 35-1813706
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)

101 Oakley Street, Evansville, Indiana 47710
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (812) 424-2904

None
(Former name or former address, if changed since last report)

Item 9. Regulation FD Disclosure.

Unless the context otherwise requires, "BPC Holding" or "Holding"
refers to BPC Holding Corporation, "we," "our" or "us" refers to BPC Holding
corporation together with its consolidated subsidiaries (not including Landis,
unless the context otherwise requires), "Berry Plastics" or "the Company" refers
to Berry Plastics Corporation, a wholly-owned subsidiary of BPC Holding,
"Landis" refers to Landis Plastics, Inc., "Transactions" refers to the
acquisition of Landis, the amendment and restatement of our senior secured
credit facility, the borrowings under our revolving credit facility and our new
term loans and certain common equity contributions, "Predecessor" refers to
Holding's prior ownership and "Buyout" refers to the merger of GS Berry
Acquisition with and into BPC Holding on July 22, 2002.

Berry Plastics previously announced its proposed acquisition of Landis
(which acquisition is subject to a number of conditions) and is filing the
following information in connection therewith:

- unaudited pro forma combined financial information, including
the unaudited pro forma combined balance sheet of BPC Holding
as of September 27, 2003 and Landis as of September 28, 2003
assuming the Transactions occurred on September 27, 2003 (with
respect to BPC Holding) and September 28, 2003 (with respect
to Landis), the unaudited pro forma combined statements of
operations of BPC Holding for the year ended December 28, 2002
and the 39-week period ended September 27, 2003 and Landis for
the year ended December 31, 2002 and the thirty-nine weeks
ended September 28, 2003, assuming the Transactions occurred
at the beginning of the respective period;

- "Management's Discussion and Analysis of Financial Condition
and Results of Operations" for Landis related to the
thirty-nine weeks ended September 28, 2003 and September 29,
2002 and the fiscal years ended December 31, 2002, 2001 and
2000;

- a description of Landis' business; and

- a description of our proposed amended and restated senior
secured credit facility.

We previously filed on a Form 8-K the audited financial statements of
Landis related to fiscal years ended December 31, 2002, 2001, 2000 and 1999, and
unaudited financial statements of Landis related to the thirty-nine weeks ended
September 28, 2003 and September 29, 2002.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Set forth below are the unaudited pro forma combined balance sheet of BPC
Holding as of September 27, 2003 and Landis as of September 28, 2003, assuming
the Transactions occurred on September 27, 2003 (with respect to BPC Holding)
and September 28, 2003 (with respect to Landis), and the unaudited pro forma
combined statements of operations of BPC Holding for the year ended December 28,
2002 and the thirty-nine weeks ended September 27, 2003 and of Landis for the
year ended December 31, 2002 and the thirty-nine weeks ended September 28, 2003,
assuming the Transactions occurred at the beginning of the respective period.
The unaudited pro forma combined statement of operations for the year ended
December 28, 2002 has been prepared assuming the Buyout occurred at the
beginning of the period. The pro forma statements of operations do not reflect
transaction costs that will be expensed in connection with the Transactions and
any write-offs that may result from the Transactions as a result of entering
into the amended and restated senior secured credit facility. We do not believe
that any write-offs will be material to the Company unless we are required under
accounting principles to write-off deferred financing fees resulting from the
final terms of the amended and restated senior secured credit facility. For
presentation purposes, the results of Predecessor for periods prior to the
Buyout have been combined with results of the Company subsequent to the Buyout.

The unaudited pro forma combined financial information is presented for
informational purposes only and does not purport to represent the financial
condition of BPC Holding had the Transactions occurred on September 27, 2003 or
the results of operations of us for the year ended December 28, 2002 or the
thirty-nine weeks ended September 27, 2003 had the Transactions occurred at the
beginning of such period, or to project the results for any future date or
period.

PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 27, 2003

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BPC HOLDING LANDIS
AS OF AS OF ADJUSTMENTS PRO FORMA
SEPTEMBER 27, SEPTEMBER 28, FOR THE FOR THE
(DOLLARS IN THOUSANDS) 2003 2003 TRANSACTIONS TRANSACTIONS
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ASSETS
Current assets:
Cash and cash equivalents........ $ 26,452 $ 6,903 $ (29,118)(1) $ 4,237
Accounts receivable.............. 67,854 24,868 (261)(2) 92,461
Inventories...................... 57,819 22,299 3,259(3) 83,377
Other current assets............. 8,502 2,106 - 10,608
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Total current assets.......... 160,627 56,176 (26,120) 190,683
Property and equipment, net......... 190,835 64,681 10,846(2)(5) 266,362
Intangible assets................... 413,041 - 134,129(4) 547,170
Other assets........................ 102 10,369 (9,986)(2)(5) 485
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Total assets.................. $ 764,605 $ 131,226 $ 108,869 $ 1,004,700
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................. $ 33,266 $ 10,113 $ - $ 43,379
Accrued interest................. 6,623 105 2,680(6) 9,408
Other current liabilities........ 28,483 12,505 (391)(2) 40,597
Current portion of long-term
debt.......................... 9,000 5,786 (5,286)(7) 9,500
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Total current liabilities..... 77,372 28,509 (2,997) 102,884
Long-term debt (less current
portion)......................... 595,435 26,801 125,699(7) 747,935
Other liabilities................... 4,696 83 - 4,779
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Total liabilities............. 677,503 55,393 122,702 855,598
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Stockholders' equity:
Preferred stock............... - - - -
Common stock.................. 28 54 (48)(8) 34
Additional paid-in capital.... 282,370 1,258 60,736(8) 344,364
Adjustment of the carryover
basis of continuing
stockholders............... (196,603) - - (196,603)
Notes receivable-common
stock...................... (13,966) - - (13,966)
Treasury stock................ (1,972) - - (1,972)
Retained earnings............. 15,018 74,521 (74,521)(2)(8) 15,018
Accumulated other
comprehensive income....... 2,227 - - 2,227
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Total stockholders' equity.... 87,102 75,833 (13,833) 149,102
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Total liabilities and
stockholders' equity....... $ 764,605 $ 131,226 $ 108,869 $ 1,004,700
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NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 27, 2003
(DOLLARS IN THOUSANDS)

(1) This adjustment reflects the elimination of Landis cash of ($6,903) not
being acquired in the Landis Acquisition, the Company's estimated use of cash of
($25,000) in connection with the purchase price, and assumed accrued interest
received of $2,785 on the notes issued hereby.

(2) This adjustment reflects the elimination of transactions with related
parties on Landis' balance sheet that will be terminated prior to the Landis
Acquisition. See notes 2, 3, 4 and 5 of Landis' audited financial statements for
the years ended December 31, 2002 and 2001, included elsewhere in this offering
memorandum. The detail by account is as follows:

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Accounts receivable......................................... $ (261)
Property and equipment, net................................. (43)
Other assets................................................ (4,766)
-------
$(5,070)
-------
Other current liabilities................................... (391)
Retained earnings........................................... (4,679)
-------
$(5,070)
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(3) This adjustment reflects Landis changing its accounting policy for its
inventory from a LIFO basis to a FIFO basis, consistent with Berry's accounting
policy.

(4) The Landis Acquisition will be accounted for as a purchase. Preliminarily,
we have allocated the excess of the purchase price over the net assets acquired
to goodwill (included in intangible assets). Under generally accepted accounting
principles, goodwill is not amortized but is reviewed for impairment annually.
We have not begun the process of reviewing our assets to determine the amount of
any write-up or write-down to fair value of our net assets in connection with
the Landis Acquisition. Accordingly, the allocation described below is subject
to change when we determine the purchase price allocation. If our non-goodwill
assets are written up to fair value in connection with the Landis Acquisition,
our expenses in the future will be higher as a result of increased depreciation
and amortization of our assets. Similarly, if our non-goodwill assets are
written down to fair value, our depreciation and amortization will decrease in
the future.

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Purchase price.............................................. $228,000
Estimated transaction costs................................. 12,000
--------
Total consideration......................................... 240,000
Less: Net assets acquired................................... 105,871
--------
Net adjustment.............................................. $134,129
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(5) This adjustment reclassifies Landis' assets in progress of $5,220 from other
assets to property and equipment, net and capitalization of Landis tooling costs
of $5,669 in each case to be consistent with Berry's presentation.

(6) This adjustment reflects the elimination of Landis accrued interest of
($105) and the assumed accrued interest received from investors upon the
issuance of the notes of $2,785.

(7) This adjustment reflects the retirement of Landis debt and the financings in
connection with the Transactions.

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CURRENT PORTION LONG-TERM DEBT
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Retirement of Landis debt............................ $ (5,786) $ (26,801)
Notes issued hereby.................................. - 90,000(a)
Revolving line of credit............................. - 9,700
Existing term loan................................... (3,300) (323,400)
New term loan........................................ 3,800 376,200
--------------------------------
Net adjustments...................................... $ (5,286) $ 125,699
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(a) Includes unamortized bond premium.

(8) This adjustment reflects the elimination of Landis stockholders' equity and
the issuance of common stock in connection with the Landis Acquisition,
including the after-tax reinvestment of approximately $10.5 million by Landis
management.

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ADDITIONAL PAID-IN
COMMON STOCK CAPITAL RETAINED EARNINGS
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Landis equity..................... $ (54) $ (1,258) $ (69,842)
New equity........................ 6 61,994 -
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Net adjustments................... $ (48) $ 60,736 $ (69,842)
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PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002

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COMPANY ADJUSTMENTS PRO FORMA
PREDECESSOR PERIOD LANDIS FOR THE FOR THE
PERIOD FROM FROM COMBINED YEAR ENDED BUYOUT BUYOUT
12/30/01- 7/22/02- COMPANY & DECEMBER 31, AND THE AND THE
(DOLLARS IN THOUSANDS) 7/21/02 12/28/02 PREDECESSOR 2002 TRANSACTIONS TRANSACTIONS
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Net sales............. $ 280,677 $213,626 $ 494,303 $ 211,613 $ - $ 705,916
Cost of goods sold.... 207,458 163,815 371,273 166,977 (2,572)(1) 535,678
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Gross profit.......... 73,219 49,811 123,030 44,636 2,572 170,238
Operating expenses.... 33,321 23,159 56,480 31,048 (235)(3) 87,293
Merger expenses....... 20,987 - 20,987 - (20,987)(2) -
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Operating income...... 18,911 26,652 45,563 13,588 23,794 82,945
Other expenses........ 291 8 299 81 - 380
Loss on extinguished
debt............... 25,328 - 25,328 - (25,328)(6) -
Interest expense,
net................ 28,742 20,512 49,254 2,694 4,766(4) 56,714
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Income (loss) before
income taxes....... (35,450) 6,132 (29,318) 10,813 44,356 25,851
Income taxes.......... 345 2,953 3,298 23 7,718(5) 11,039
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Net income (loss)..... (35,795) 3,179 (32,616) 10,790 36,638 14,812
Preferred stock
dividends.......... 6,468 - 6,468 - (6,468)(7) -
Amortization of
preferred stock
dividends.......... 574 - 574 - (574)(8) -
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Net income (loss)
attributable to
common
stockholders....... $ (42,837) $ 3,179 $ (39,658) $ 10,790 $ 43,680 $ 14,812
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OTHER DATA:
Depreciation and
amortization....... $ 24,775 $17,190 $ 41,965 $ 12,561 $ 2,085(1) $ 56,611
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PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2003

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BPC HOLDING LANDIS
THIRTY-NINE THIRTY-NINE
WEEKS ENDED WEEKS ENDED ADJUSTMENTS PRO FORMA
SEPTEMBER 27, SEPTEMBER 28, FOR THE FOR THE
(DOLLARS IN THOUSANDS) 2003 2003 TRANSACTIONS TRANSACTIONS
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Net sales............................. $ 411,555 $ 164,525 $ - $ 576,080
Cost of goods sold.................... 313,221 134,371 (2,735)(1) 444,857
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Gross profit.......................... 98,334 30,154 2,735 131,223
Operating expenses.................... 43,176 25,648 (176)(3) 68,648
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Operating income...................... 55,158 4,506 2,911 62,575
Interest expense, net................. 33,794 1,886 5,059(4) 40,739
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Income (loss) before income taxes..... 21,364 2,620 (2,148) 21,836
Income taxes.......................... 9,525 77 102(5) 9,704
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Net income (loss)..................... $ 11,839 $ 2,543 $ (2,250) 12,132
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OTHER DATA:
Depreciation and amortization......... $ 31,054 $ 9,586 $ 1,519(1) $ 42,159
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NOTES TO PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(1) This adjustment reflects Landis changing its accounting policy for its
inventory from a LIFO basis to a FIFO basis and capitalization and related
depreciation of tooling costs in order to be consistent with Berry's accounting
policies, the elimination of operating leases that are not being assumed in the
Landis Acquisition, and new operating leases consummated.

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THIRTY-NINE
WEEKS ENDED
SEPTEMBER 27,
2002 2003
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LIFO adjustment to FIFO..................... $(1,615) $ (1,499)
Tooling costs to be capitalized............. (1,392) (1,525)
Depreciation on capitalized tooling......... 2,085 1,519
Operating leases not part of purchase....... (4,610) (3,450)
New operating leases........................ 2,960 2,220
-------------------------
Net adjustments............................. $(2,572) $ (2,735)
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(2) This adjustment reflects the elimination of Buyout expenses of ($20,987) in
the period from December 30, 2001 to July 21, 2002.

(3) This adjustment reflects the elimination of an operating lease of ($235) in
the year ended December 31, 2002 and ($176) in the thirty-nine weeks ended
September 27, 2003, that is not being assumed in the Landis Acquisition.

(4) This adjustment reflects the elimination of Landis interest expense, changes
in interest expense resulting from the financing of the Landis Acquisition and
an adjustment to interest expense resulting from the financing of the Buyout as
if it was in place at the beginning of 2002.

Landis existing interest.................... $(2,694) $ (1,886)
Notes offered hereby:
Interest................................. 8,795 6,597
Amortization of bond premium............. (935) (701)
Amortization of deferred financing
costs................................. 343 257
Amendment of credit agreement:
Interest................................. 761 570
Amortization of deferred financing....... 295 222
Adjustment for Buyout financing............. (1,799) -
-------------------------
Net adjustments............................. $ 4,766 $ 5,059
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(5) This adjustment represents the income tax change as a result of the other
items reflected in these notes to pro forma combined condensed consolidated
statement of operations and the conversion of Landis from an S corporation to a
C corporation.

(6) This adjustment eliminates the expense incurred with the extinguishment of
debt in connection with the Buyout.

(7) This adjustment reflects the elimination of preferred stock dividends on the
preferred stock of the Company redeemed in connection with the Buyout.

(8) This adjustment reflects the elimination of the amortization of preferred
stock discount on the preferred stock of the Company redeemed in connection with
the Buyout.

BUSINESS - LANDIS

GENERAL

Landis is a leading United States manufacturer of thinwall injection molded and
thermoformed plastic packaging. We believe that Landis accounts for a
significant percentage of the United States sales of rigid plastic packaging for
yogurt and cultured dairy products and plastic packaging for margarine products.
Landis is also a significant manufacturer of dessert and industrial plastic
containers. Landis has grown significantly since entering the plastic packaging
industry in 1962. None of Landis' growth has been through acquisition. From 1998
through 2002, Landis' net sales have increased from $149.7 million to $211.6
million, a compound annual growth rate of over 9%. We believe that Landis'
in-house mold design and printing capabilities complement its expertise in
cost-effective packaging products for its customers. While a vast majority of
Landis' sales are to the food industry, it also produces industrial packaging
products used to store and transport such products as adhesives and wall and
tile grout. Landis has focused its business on larger customers that are
high-volume purchasers to take advantage of manufacturing efficiencies, and has
strategically located its facilities to accommodate specific customer needs.

PRODUCT OVERVIEW

Landis organizes its products into five categories (by end-market): yogurt,
dairy, margarine, dessert and industrial. These five categories accounted for
approximately 37%, 28%, 18%, 9% and 8% of its 2002 net sales, respectively. We
believe that these percentages have remained relatively consistent in 2003, with
slight increases in the yogurt and dairy categories. Most of Landis' products
are produced from either high density polyethylene or polypropylene and feature
high resolution graphics through its eight color printing capability.

In addition to the well known food lines contained in the yogurt, dairy,
margarine and dessert categories, Landis is also a supplier of institutional and
industrial containers and lids ranging in size from 1/2 pint to 6 gallons. End
users of these products consist of both institutional food customers and
building and home improvement customers.

CUSTOMERS

Landis sells its products to an established base of approximately 150 customers.
Kraft has been a Landis customer since 1978 and purchased over $54 million of
Landis products during 2002. General Mills and Dean Foods have been customers
for 10 and 12 years, respectively, and purchased approximately $48 million and
$19 million, respectively, from Landis in 2002. Landis believes it is the sole
supplier of plastic containers for such leading product brands as Cool Whip,
Philadelphia Cream Cheese, Yoplait and Crystal Light drink mixes.

MARKETING AND SALES

We believe Landis' customer base and strong position result from its commitment
to quality and customer service. Landis' overall sales strategy has been to
expand its customer base by pursuing underserved market opportunities while
capturing additional sales from its existing customer base. Historically, Landis
has been successful in acquiring new customers by offering competitive pricing,
which has been made possible through continuous process improvements. Landis'
sales representatives work closely with Landis' design engineers and the
customer to

deliver innovative packaging products. This allows Landis to improve its
reputation in the industry and capture additional business by capitalizing on
existing customers' expanding packaging needs. More than half of Landis' 2002
sales were for packaging products for which Landis is the sole supplier to that
customer.

MANUFACTURING

We believe Landis has an established reputation for producing high-quality
products. This reputation is largely due to its control over the manufacturing
process. Landis designs, builds and maintains its own molds, which increases
performance through increased unit per minute cycle times, reduced cavity-off
and down times and tighter product tolerances. By controlling the manufacturing
process, Landis has better control over its cost structure and can ensure higher
productivity and product quality. Landis has significant capability in both
thin-wall injection molding and thermoforming, each of which offers certain
performance advantages.

RESEARCH AND PRODUCT DEVELOPMENT AND DESIGN

Landis has invested in developing innovative products and processes to gain
customer accounts and recognize cost savings. Landis has a long history of
innovation in the plastic packaging industry. In 1975, Landis was one of the
first manufacturers to injection mold polyethylene. In 1978, Landis expanded
the injection molding process to straight wall containers used in the first
plastic frosting cans. In 1988, Landis developed the "tear strip" lid concept.
The result was a patented "easy open" lid for industrial containers. In 1995,
Landis was one of the pioneers of the "4 level" container mold expanding the
production output necessary to serve the pudding cup market. Landis believes it
was the first United States manufacturer to utilize 8-color lid printing. This
enabled General Foods (Kraft) Cool Whip to replace a difficult to handle paper
insert with an all plastic decorated lid. In the same year, Landis developed a
"sonic welding" process, allowing General Mills Yoplait the opportunity to move
away from more expensive thermoformed styrene containers. In 1999, Landis
introduced an injection molded non-round container for the Take Control
product. Also in the same year, Landis introduced the highly recognized
"Spoon-in-the-Lid" product for Colombo Yogurt, acknowledged in 1999 by Business
Week magazine as one of its "packaging products" of the year.

QUALITY ASSURANCE

Landis' philosophy of Total Quality Management has helped establish it as a
leading supplier of high quality packaging. Landis has technologically advanced
quality control equipment that verifies and documents product quality. Landis
has also implemented a firm-wide quality policy by training manufacturing
personnel on a set of policies, procedures, and work instructions that comply
with ISO standards and other regulatory requirements. Landis is also training
its production teams to conduct in-line testing, which helps enable the
individual manufacturing cells to be responsible for both production and
quality.

SYSTEMS

Landis' technologically advanced machinery generates quality products and
enables it to accommodate increased levels of production with relatively limited
incremental operating expense. To complement its automated manufacturing
capabilities, Landis utilizes customized, industry-specific software to plan and
monitor the business on a real-time basis. Landis has also invested in a fully
integrated warehouse management.

SOURCES AND AVAILABILITY OF RAW MATERIALS

Landis purchases resin under multi-year contracts with highly dependable, cost
competitive vendors such as Basell USA, Dow, Equistar and Sunoco. These
contracts generally include volume rebates but do not provide for guaranteed
supplies or fixed-prices for resin. Historically, Landis has purchased
significant portions of its resin from a single supplier. Landis does not engage
in any hedging transactions with respect to commodity suppliers.

EMPLOYEES

As of September 28, 2003, Landis employed 1,535 non-union employees. Based on
information provided to us by Landis, we do not believe Landis is faced with
any significant labor issues and Landis considers its working conditions to be
excellent.

PATENTS AND TRADEMARKS

Landis strives to maintain a competitive advantage through continuing investment
in new product development and advanced engineering. As a result, Landis has
developed and registered patented technologies in the United States and Canada,
relating to both proprietary products and innovative process technologies and
has also developed unpatented know-how, trade secrets and other intellectual
property rights. Landis employs various methods, including confidentiality and
non-disclosure agreements with third parties, employees and consultants to
protect its trade secrets and know-how. Landis has licensed, and may license in
the future, patents and other intellectual property rights from third parties
and may license in the future intellectual property to third parties.

PROPERTIES

Landis has five primary manufacturing facilities, which are strategically
located close to major processed food industry participants. All manufacturing
facilities are also used as distribution hubs. The following table sets forth
Landis' manufacturing facilities statistics:

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FACILITY LOCATION SQUARE FOOTAGE OWNED/LEASED
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Alsip, Il (South) 388,000 Owned(1)
Alsip, Il (North) 84,000 Owned(1)
Monticello, IN 184,000 Owned
Phoenix, AZ 140,000 Owned(1)
Richmond, IN 160,000 Owned
Syracuse, NY 135,000 Owned(1)
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(1) Owned by affiliates of Landis. Under the agreement and plan of merger, we
have agreed to acquire these four facilities for $32 million. Prior to the
closing of the Landis Acquisition, we intend to assign our rights and
obligations to purchase these facilities to a third party and to then lease
these facilities from that third party. We have entered into a letter of intent
with an affiliate of W.P. Carey & Co., L.L.C. to do so. If we do not assign our
rights and obligations to purchase the four facilities owned by affiliates of
Landis to a third party prior to the closing, we will fund the real estate
acquisition price of $32 million through a combination of additional borrowings
as well as equity contributions from GS Capital Partners 2000, L.P. and its
affiliates and J.P. Morgan Partners Global Investors, L.P. and its affiliates.

ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

The past and present operations of Landis and the past and present ownership and
operations of real property by Landis are subject to extensive and changing
federal, state and local environmental laws and regulations pertaining to the
discharge of materials into the

environment, the use and management of hazardous materials, the handling and
disposition of wastes or otherwise relating to the protection of the
environment. The plastics industry, including Landis, is also subject to
existing and potential federal, state, local and foreign legislation designed to
reduce solid wastes. In addition, the FDA regulates the material content of
direct-contact food containers and packages, including certain containers
manufactured by Landis. Based on information provided to us by Landis, we
believe that Landis is in material compliance with regard to all laws and
regulations applicable to its business and that it only uses approved resins and
pigments in its direct-contact food packaging products.

Pursuant to the agreement and plan of merger in the Landis Acquisition, the
Landis stockholders have furnished certain representations and warranties, and
agreed to certain indemnities, with respect to environmental matters. Such
indemnities are, in some cases, supported by escrowed funds, and are subject to
survival and dollar limitations and other conditions.

Since Landis' operations are similar to Berry Plastics' operations, Landis is
subject to the same types of laws and regulations as Berry Plastics.

LEGAL PROCEEDINGS

Landis is involved in litigation from time to time in the ordinary course of
business, but based on information provided to us by Landis, we believe that
such matters would not have a material effect on our financial position or
results of operations after consummation of the Landis Acquisition.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- LANDIS

You should read the following discussion and analysis of Landis' financial
condition and results of operations in conjunction with the consolidated
financial statements and related notes of Landis which we filed in a previous
Form 8-K dated October 31, 2003 as well as the information contained in
"Unaudited Pro Forma Combined Financial Information".

CRITICAL ACCOUNTING POLICIES

Landis discloses those accounting policies that it considers to be significant
in determining the amounts to be utilized for communicating its financial
position, results of operations and cash flows in the second note to its
financial statements included elsewhere herein. This discussion and analysis of
Landis' financial condition and results of operations is based on its financial
statements, included elsewhere in this offering memorandum, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of financial statements in conformity with these
principles requires Landis' management to make estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results are likely to differ from these estimates, but Landis' management
does not believe such differences will materially affect Landis' financial
position or results of operations. Landis has informed us that it believes the
following accounting policies are the most critical because they have the
greatest impact on the presentation of Landis' financial condition and results
of operations.

Cash and Cash Equivalents. For financial statement presentation purposes, Landis
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. The carrying value of cash
equivalents approximates fair value due to the short term, highly liquid nature
of cash equivalents.

Accounts receivable. Accounts receivable are stated at the amount management
expects to collect from outstanding balances. Landis management provides for
probable uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessments of the current status of individual
accounts. Balances that are still outstanding after Landis management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. Landis believes that, based
on past history and Landis' credit policies, the net accounts receivable are of
good quality.

Inventories. Landis values substantially all of its inventories at cost
determined on a last-in, first-out (LIFO) basis.

Revenue recognition. Revenue from sales of products is recognized at the time
product is shipped to the customer at which time title and risk of ownership
transfer to the purchaser.

Income Taxes. Landis has elected by unanimous consent of its stockholders to be
taxed as an "S" corporation under Section 1362 of the Internal Revenue Code.
Accordingly, no provision or liability for federal income taxes is reflected in
the accompanying statements. Instead, the stockholders are liable for individual
federal income taxes on their respective share of Landis' taxable income.
However, Landis is liable for certain state income taxes. General investment and
employment tax credit carryforwards are available in various states of
approximately $900,000. These credits expire between 2004 and 2017.

RESULTS OF OPERATIONS

COMPARISON OF THE 39 WEEKS ENDED SEPTEMBER 28, 2003 TO THE 39 WEEKS ENDED
SEPTEMBER 29, 2002

Net Sales. Net sales increased 5.7% or $8.9 million to $164.5 million for the
thirty-nine weeks ended September 28, 2003 from $155.6 million for the
thirty-nine weeks ended September 29, 2002. This increase was primarily
attributable to higher selling prices resulting from increased resin costs,
offset by reduced sales to a single customer.

Gross Profit. Gross profit decreased by $2.3 million to $30.1 million, or 18.3%
of net sales, for the thirty-nine weeks ended September 28, 2003 from $32.4
million, or 20.8% of net sales, for the thirty-nine weeks ended September 29,
2002. This decrease of 7.1% was primarily attributable to the timing effect of
increased raw material costs in excess of selling price increases.

Operating Expenses. Selling expenses increased by $1.0 million to $4.5 million
for the thirty-nine weeks ended September 28, 2003 from $3.5 million for the
thirty-nine weeks ended September 29, 2002, primarily as a result of additional
artwork related to additional volume with Dean Foods, higher wage rates, and
positions added to support new business. General and administrative expenses
increased from $8.8 million for the thirty-nine weeks ended September 29, 2002
to $10.2 million for the thirty-nine weeks ended September 28, 2003. This
increase of $1.4 million was primarily attributable to compensation recognition
(non-cash) for stock vesting.

Interest Expense, Net. Net interest expense was $1.9 million for the thirty-nine
weeks ended September 28, 2003, identical to the $1.9 million for the
thirty-nine weeks ended September 29, 2002.

Income Taxes. Landis Plastics, Inc. has elected by unanimous consent of its
stockholders to be taxed as an "S" corporation under Section 1362 of the
Internal Revenue Code for years beginning after December 31, 1986. Accordingly,
no provision or liability for federal income taxes is reflected in the
accompanying statements. Items reported under Income Taxes are liabilities
related to state taxes where S filings are not appropriate.

Net Income. Net income was $2.5 million for the thirty-nine weeks ended
September 28, 2003 compared to $8.1 million for the thirty-nine weeks ended
September 29, 2002 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2002 TO THE YEAR ENDED DECEMBER 31,
2001

Net Sales. Net sales increased 5.2% to $211.6 million in 2002, up $10.4 million
from $201.2 million in 2001. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

Gross Profit. Gross profit increased $1.0 million from $43.6 million, or 21.7%
of net sales, in 2001 to $44.6 million, or 21.1% of net sales, in 2002. This
increase was primarily attributable to the margin gain from higher sales volumes
partially offset by increased raw material costs.

Operating Expenses. Selling expenses increased $0.4 million primarily as a
result of higher artwork costs related to additional business gained when Dean
Foods merged with Suiza Foods, and shifted the business to Landis. General and
administrative expenses fell $0.2 million as a result of lower human resource
expenditures spent on recruiting fees.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2002, was $2.7 million, or 1.3% of net sales, compared to
$3.1 million or 1.5% of net sales in 2001, a decrease of $0.4 million. This
decrease was attributed to lower borrowing costs and lower debt levels.

Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.5 million in 2001. This related to robotic parts handling equipment
that did not meet performance criteria. There were no asset impairments
recognized in 2002.

Net Income. Landis recorded net income of $10.8 million in 2002 as compared to
$8.9 million in 2001 for the reasons discussed above.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2001 TO THE YEAR ENDED DECEMBER 31,
2000

Net Sales. Net sales increased 3.6% to $201.2 million in 2001, up $6.9 million
from $194.3 million in 2000. This increase was primarily due to stronger sales
volume in the yogurt and dairy lines.

Gross Profit. Gross profit increased $4.4 million from $39.2 million, or 20.2%
of net sales, in 2000 to $43.6 million, or 21.7% of net sales, in 2001. This
increase is primarily attributable to the margin gain from higher sales volumes.

Operating Expenses. Selling expenses increased $0.5 million largely as a result
of higher insurance costs. General and administrative expenses increased $1.3
million as a result of rent expenses and other costs associated with the start
of the Phoenix facility. The income of 2000 was largely related to a gain on
sale of a corporate aircraft.

Interest Expense, Net. Net interest expense, including amortization of deferred
financing costs for 2001, was $3.1 million, or 1.5% of net sales, compared to
$3.1 million, or 1.6% of net sales, in 2000.

taxes is reflected in the accompanying statements. Items reported under Income
Taxes are liabilities related to state taxes where S filings are not
appropriate.

Asset Impairment. As required by Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of," Landis recorded losses on long-lived
assets of $0.4 million in 2000. This related to stacking and handling equipment
that did not meet performance criteria. An asset impairment of $0.5 million was
recognized in 2001 for robotics equipment.

Net Income. Landis recorded net income of $8.9 million in 2001 as compared to
$10.5 million in 2000 for the reasons discussed above.

DESCRIPTION OF AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

In connection with the Landis Acquisition, we are amending and restating the
senior secured credit facility that we, BPC Holding and our domestic
subsidiaries are party to with the lenders from time to time party thereto,
Goldman Sachs Credit Partners L.P., as administrative agent, JPMorgan Chase
Bank, as syndication agent, Fleet National Bank, as collateral agent, issuing
bank and swing line lender, and The Royal Bank of Scotland plc and General
Electric Capital Corporation, as co-documentation agents. For purposes of this
section, "we," "our" and "us" refer to Berry Plastics Corporation.

Set forth below is a summary of the proposed terms and conditions of the
amended and restated senior secured credit facility. Negotiation of the amended
and restated senior secured credit facility is ongoing and the terms thereof
are subject to the completion of definitive documentation. We cannot be certain
that the terms of our bank financing described below will not change or be
supplemented.

We expect the amended and restated senior secured credit facility to consist of
the existing $100 million revolving credit facility and two new term loans
aggregating $380 million. One of the new term loans will be used (not later than
the closing of the Landis Acquisition) to refinance in full the balance
outstanding under our existing term loan, which as of September 27, 2003 was
$326.7 million and to fund a portion of the purchase price for the Landis
Acquisition. The other new term loan will be used to pay a portion of the
purchase price for the Landis Acquisition and will be funded concurrently with
the closing of the Landis Acquisition. Funding of the new term loans will be
subject to customary funding conditions. We will be the borrower under the
amended and restated senior secured credit facility. We expect the maturity date
of the term loans to be July 22, 2010 and the maturity date of the revolving
credit facility to be July 22, 2008. At September 27, 2003, on a pro forma basis
after giving effect to the Transactions, there would have been $9.7 million
outstanding on the revolving line of credit and $380 million outstanding on the
term loans.

TERM LOANS PREPAYMENT

Assuming the consummation of the Transactions, the term loans amortize quarterly
in the aggregate as follows:

- $950,000 each quarter ending June 30, 2009; and

- $89,631,250 each quarter beginning September 30, 2009 and ending
June 30, 2010.

The amended and restated senior secured credit facility may be prepaid at any
time; provided, however, that voluntary prepayments will be applied first to
repay swingline loans, and second, as between revolving loans on the one hand
and the term loan on the other hand, as we direct.

Borrowings and commitments under our credit facility will be subject to
mandatory prepayment under specified circumstances, including some asset sales,
receipt of proceeds of casualty insurance or condemnation, issuances of equity
securities and from our excess cash flow (as defined in our amended and restated
senior secured credit facility).

REVOLVING LOANS

There will be no required amortization of the revolving credit facility.
Outstanding borrowings under the revolving credit facility may be repaid at any
time and may be reborrowed at any time prior to July 22, 2008. The revolving
credit facility will allow us to obtain up to $25 million of letters of credit
instead of borrowing and up to $10 million of swingline loans. Revolving loans
in connection with permitted acquisitions will only be made if a leverage ratio
is met.

INTEREST RATE AND FEES

Borrowings under the amended and restated senior secured credit facility will
bear interest, at our option, at either (i) a base rate (defined as a rate per
annum equal to the greater of the prime rate and the federal funds effective
rate in effect on the date of determination plus 1/2 of 1.00%) plus the
applicable margin (as defined below) (the "Base Rate Loans") or (ii) an adjusted
Eurodollar Rate (defined as the rate (as adjusted for statutory reserve
requirements for eurocurrency liabilities) for Eurodollar deposits for a period
of one, two, three or six months, as we select) (the "Eurodollar Rate Loans")
plus the applicable margin. With respect to the term loan, the "applicable
margin" is (i) with respect to Base Rate Loans, 1.50% per annum and (ii) with
respect to Eurodollar Rate Loans, 2.50% per annum. With respect to the revolving
credit facility, the "applicable margin" was, with respect to Eurodollar Rate
Loans, initially 2.75% per annum. The "applicable margin" with respect to
Eurodollar Rate Loans is subject to a pricing grid which ranges from 2.75% per
annum to 2.00% per annum, depending on our leverage ratio. The "applicable
margin" with respect to Base Rate Loans will always be 1.00% per annum less than
the "applicable margin" for Eurodollar Rate Loans. Interest will be payable
quarterly for Base Rate Loans and at the end of the relevant interest period of
one, two, three, or six months (or quarterly in certain cases) for all
Eurodollar Rate Loans. The interest rate applicable to overdue payments and to
outstanding amounts following an event of default under the amended and restated
senior secured credit facility is equal to the interest rate at the time of an
event of default plus 2.00%. The amended and restated senior secured credit
facility also requires us to pay commitment fees equal to 0.75% per annum on the
average daily unused portion of the term loan that will be funded concurrently
with the closing of the Landis Acquisition, 0.50% per annum on the average daily
unused portion of the revolving credit facility, which fee is subject to a
pricing grid ranging from 0.50% per annum to 0.375% per annum, letter of credit
fees (equal to the "applicable margin" for revolving loans that are Eurodollar
Rate Loans) and fronting fees (not to exceed 0.25%) on the average daily unused
portion of the letters of credit, as well as annual agency fees.

SECURITY

Our obligations under the amended and restated senior secured credit facility
will be secured by a first priority security interest (with certain exceptions)
in substantially all of our assets and the assets of the guarantors described
below and, in addition, by a pledge of 100% of our shares and 100% of the shares
of our domestic subsidiaries and up to 65% of the shares of our foreign
subsidiaries and all intercompany debt with the exception of debt owed to our
foreign subsidiaries.

GUARANTORS

BPC Holding and each of our domestic subsidiaries will guarantee our obligations
under the amended and restated senior secured credit facility. Upon the closing
of the Landis Acquisition,

Landis will be our wholly-owned subsidiary and will guarantee our obligations
under the amended and restated senior secured credit facility.

REPRESENTATIONS AND WARRANTIES

The amended and restated senior secured credit facility will contain
representations and warranties customary for this type of financing.

COVENANTS AND CONDITIONS

In addition to customary affirmative covenants, the amended and restated senior
secured credit facility will require us to enter into interest rate hedging
agreements to the extent necessary for at least 50% of the total indebtedness
(not including indebtedness owed under the revolving credit facility) to be at a
fixed rate and require us to provide funding protections customary for this type
of financing, including breakage costs, gross-up for withholding, compensation
for increased costs and compliance with capital adequacy and other regulatory
restrictions. The amended and restated senior secured credit facility will
include negative covenants that restrict our and the guarantors' ability to,
among other things:

- incur additional indebtedness;

- incur liens;

- enter into agreements with negative pledge clauses;

- make investments;

- guarantee obligations;

- pay dividends or make redemptions or other payments in respect of
capital stock;

- make payments with respect to subordinated debt;

- engage in mergers and make acquisitions;

- sell assets;

- make capital expenditures;

- enter into leases;

- engage in transactions with affiliates; and

- make investments in foreign subsidiaries.
The amended and restated senior secured credit facility will contain (i) a
minimum interest coverage ratio, which is the ratio of our net income before
net interest expense, taxes, depreciation and amortization, or EBITDA, as
adjusted for certain one-time charges, to our cash interest expense, as of the
last day of any quarter of 2.00:1.00 per quarter for the quarters ending
December 2003 and March 2004, 2.10:1.00 per quarter for the quarters ending
June 2004 and September 2004, 2.15:1.00 per quarter for the quarters ending
December 2004 and March 2005, 2.25:1.00 per quarter for the quarters ending
June 2005 through the quarter ending March 2006, 2.35:1.00 per quarter for the
quarters ending June 2006 through the quarter ending December 2006 and
2.50:1.00 per quarter thereafter, (ii) a maximum amount of capital expenditures
(subject to the rollover of certain unexpended amounts from the prior year) of
$50 million for the years ending 2003 and 2004, $60 million for the years
ending 2005, 2006 and 2007, and $65 million for each year thereafter, and (iii)
a maximum total leverage ratio, which is the ratio of our consolidated total
debt to our EBITDA, as adjusted, as of the last day of any quarter of 5.90:1.00
per quarter for the quarters ending December 2003 and March 2004, 5.75:1.00 per
quarter for the quarters ending June 2004 and

September 2004, 5.50:1.00 per quarter for the quarters ending December 2004 and
through the quarter ending June 2005, 5.25:1.00 per quarter for the quarters
ending September 2005 and December 2005, 5.00:1.00 per quarter for the quarters
ending March 2006 and June 2006, 4.75:1.00 per quarter for the quarters ending
September 2006 through the quarter ending March 2007, 4.50:1.00 per quarter for
the quarters ending June 2007 through the quarter ending December 2007,
4.25:1.00 per quarter for the quarters ending March 2008 through the quarter
ending December 2008, and 4.00:1.00 per quarter thereafter.

Our failure to comply with these covenants would have a material adverse effect
on our liquidity and our business. The breach of any of these covenants could
result in a default under the indenture governing our outstanding 10 3/4%
senior subordinated notes due 2012 or under our proposed amended and restated
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 10 3/4% senior subordinated notes due 2012 and
repay the principal amount of those notes. In order to calculate our minimum
interest coverage ratio and our maximum total leverage ratio for the fifty-two
week period ended September 27,2003, on a pro-forma basis after giving effect
to the Transactions, the following items would be added to our pro-forma
EBITDA: plant shutdown costs of $2,518, acquisition integration expenses of
$1,372, uncompleted acquisition expenses of $944, loss (gain) on disposal of
property and equipment of $33, adjustments related to our acquisitions of CCL
and APM of $616, Landis family payroll and related costs of $1,859 and Landis
equity compensation of $1,079.

Certain conditions must be met for us to borrow under the revolving credit
facility in the future, including that there has been no material adverse change
to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of the Company and the guarantors, taken as a whole.

EVENTS OF DEFAULT

The amended and restated senior secured credit facility will contain customary
and appropriate events of default, which are subject to customary grace periods
and materiality standards. The occurrence of a default, an event of default or a
material adverse effect on Berry Plastics would result in our inability to
obtain further borrowings under our revolving credit facility and could also
result in the acceleration of our obligations under any or all of our debt
agreements, each of which could materially and adversely affect our business. We
were in compliance with all of the financial and operating covenants at
September 27, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: November 10, 2003

BERRY PLASTICS CORPORATION

By /s/ James M. Kratochvil
---------------------------------------
James M. Kratochvil
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
(principal financial and accounting
officer)