UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 1

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): ~~February~~ June 828, ~~2012~~2011

BERRY PLASTICS CORPORATION (Exact name of Registrant as specified in its charter)
Delaware (State of Incorporation)	033-75706-01 (Commission File Numbers)	35-1814673 (I.R.S. Employer Identification No.)

This report constitutes Amendment No. 1 to Registrant’s Current Report on Form 8-K filed June 29, 2011

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

BERRY PLASTICS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State of Incorporation)

033-75706-01

(Commission File Number)

35-1814673

(I.R.S. Employer Identification No.)

101 Oakley Street

Evansville, Indiana

(Address of principal executive offices)

47710

(Zip Code)

(812) 424-2904

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

(812) 424-2904 (Registrant’s telephone number, including area code) N.A. (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Explanatory ~~of Additional Guarantors~~Note:

Exact Name	Jurisdiction of Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.	Name, Address and Telephone Number of Principal Executive Offices
Aerocon, LLC	Delaware	3089	35-1948748	(a)
Berry Iowa, LLC	Delaware	3089	42-1382173	(a)
Berry Plastics Design, LLC	Delaware	3089	62-1689708	(a)
Berry Plastics Technical Services, Inc.	Delaware	3089	57-1029638	(a)
Berry Sterling Corporation	Delaware	3089	54-1749681	(a)
CPI Holding Corporation	Delaware	3089	34-1820303	(a)
Knight Plastics, LLC	Delaware	3089	35-2056610	(a)
Packerware, LLC	Delaware	3089	48-0759852	(a)
Pescor, Inc.	Delaware	3089	74-3002028	(a)
Poly-Seal, LLC	Delaware	3089	52-0892112	(a)
Venture Packaging, Inc.	Delaware	3089	51-0368479	(a)
Venture Packaging Midwest, Inc.	Delaware	3089	34-1809003	(a)
Berry Plastics Acquisition Corporation III	Delaware	3089	37-1445502	(a)
Berry Plastics Opco, Inc.	Delaware	3089	30-0120989	(a)
Berry Plastics Acquisition Corporation V	Delaware	3089	36-4509933	(a)
Berry Plastics Acquisition Corporation VIII	Delaware	3089	32-0036809	(a)
Berry Plastics Acquisition Corporation IX	Delaware	3089	35-2184302	(a)
Berry Plastics Acquisition Corporation X	Delaware	3089	35-2184301	(a)
Berry Plastics Acquisition Corporation XI	Delaware	3089	35-2184300	(a)
Berry Plastics Acquisition Corporation XII	Delaware	3089	35-2184299	(a)
Berry Plastics Acquisition Corporation XIII	Delaware	3089	35-2184298	(a)
Berry Plastics Acquisition Corporation XV, LLC	Delaware	3089	35-2184293	(a)
Kerr Group, LLC	Delaware	3089	95-0898810	(a)
Saffron Acquisition, LLC	Delaware	3089	94-3293114	(a)
Setco, LLC	Delaware	3089	56-2374074	(a)
Sun Coast Industries, LLC	Delaware	3089	59-1952968	(a)
Cardinal Packaging, Inc.	Delaware	3089	34-1396561	(a)
Covalence Specialty Adhesives LLC	Delaware	2672	20-4104683	(a)
Covalence Specialty Coatings LLC	Delaware	2672	20-4104683	(a)
Caplas LLC	Delaware	3089	20-3888603	(a)
Caplas Neptune, LLC	Delaware	3089	20-5557864	(a)
Captive Plastics Holdings, LLC	Delaware	3089	20-1290475	(a)
Captive Plastics, LLC	Delaware	3089	22-1890735	(a)
Grafco Industries Limited Partnership	Maryland	3089	52-1729327	(a)
Rollpak Corporation	Delaware	3089	35-1582626	(a)
Pliant, LLC	Delaware	2673	43-2107725	(a)
Pliant Corporation International	Utah	2673	87-0473075	(a)
Uniplast Holdings, LLC	Delaware	2673	13-3999589	(a)
Uniplast U.S., Inc.	Delaware	2673	04-3199066	(a)
Berry Plastics SP, Inc.	Delaware	3089	52-1444795	(a)
Berry Plastics Filmco, Inc.	Delaware	3089	34-1848686	(a)
BPRex Closure Systems, LLC	Delaware	3089	27-4588544	(a)
BPRex Closures, LLC	Delaware	3089	27-4579074	(a)
BPRex Delta, Inc.	Delaware	3089	71-0725503	(a)
BPRex Closures Kentucky, Inc.	Delaware	3089	56-2209554	(a)

Berry Plastics Corporation is filing this Amendment No. 1 to its Current Report on Form 8-K filed June 29, 2011 to provide the exhibits and schedules to the Amendment to the Amended and Restated Revolving Credit Agreement described herein under Item 2.03. The full text of the original Form 8-K, as amended, is set forth below.

~~(a) 101~~Item ~~Oakley~~1.01 ~~Street,~~Entry ~~Evansville,~~into INa ~~47710~~Material Definitive Agreement

~~Item~~The ~~5.02.~~information ~~Departure~~set offorth ~~Directors~~under orItem 2.03 ~~Certain~~of ~~Officers:~~this ~~Election~~Current ofReport ~~Directors:~~on ~~Appointment~~Form of8-K ~~Certain~~is ~~Officers;~~incorporated ~~Compensatory~~by ~~Arrangements~~reference ofinto ~~Certain~~this ~~Officers~~Item 1.01.

~~Berry~~Item ~~Plastics Corporation ("Registrant") received notice from investment funds affiliated with Apollo Global Management, LLC that Mr~~2.03 ~~Patrick~~Creation ~~Dalton~~of ~~will no longer serve as~~ a ~~Director~~Direct ofFinancial ~~Berry Plastics Group, Inc., the parent company of Registrant, effective February 8, 2012.~~ Obligation

~~SIGNATURE~~On June 28, 2011, Berry Plastics Group, Inc., Berry Plastics Corporation (“Berry Plastics”) and certain of its subsidiaries entered into an Amendment (the “Amendment”) to their Amended and Restated Revolving Credit Agreement, dated as of April 3, 2007, with Bank of America, N.A. and certain other financial institutions to, among other things, increase the commitments under its revolving credit facility (the “Revolving Facility”) by $150 million to a total of $650 million and extend the maturity of the Revolving Facility to June 28, 2016, subject to certain conditions. Additionally, pursuant to the Amendment, the interest rate on loans under the Revolving Facility was increased by between 0.25% and 1.00% for any quarterly period depending on the quarterly average daily borrowing availability.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

	BERRY PLASTICS CORPORATION
Date: February 10, 2012	By:	/s/ James M. Kratochvil
	Name: James M. Kratochvil Title: Chief Financial Officer (Principal Financial Accounting Officer)

(d) Exhibits

Exhibit No.	Description
10.1	Amendment, dated as of June 28, 2011, to U.S. $400,000,000 Amended and Restated Credit Agreement, dated as of April 3, 2007, by and among Covalence Specialty Materials Corp., Berry Plastics Group, Inc., certain domestic subsidiaries party thereto from time to time, Bank of America, N.A., as collateral agent and administrative agent, the lenders party thereto from time to time, and the financial institutions party thereto.
99.1*	Press Release issued by Berry Plastics Corporation, dated as of June 29, 2011.

* Filed with the Current Report on Form 8-K dated June 29, 2011.

SIGNATURE

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.

BERRY PLASTICS CORPORATION

Date: May 3, 2012 By: /s/ Mark Miles

Name: Mark Miles

Title: Executive Vice President, Controller and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment, dated as of June 28, 2011, to U.S. $400,000,000 Amended and Restated Credit Agreement, dated as of April 3, 2007, by and among Covalence Specialty Materials Corp., Berry Plastics Group, Inc., certain domestic subsidiaries party thereto from time to time, Bank of America, N.A., as collateral agent and administrative agent, the lenders party thereto from time to time, and the financial institutions party thereto.
99.1*	Press Release issued by Berry Plastics Corporation, dated as of June 29, 2011.

* Filed with the Current Report on Form 8-K dated June 29, 2011.

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