UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~October 913, ~~2007~~2009

BERRY PLASTICS HOLDING CORPORATION (Exact name of Registrant as specified in its charter)	BERRY PLASTICS CORPORATION (Exact name of Registrant as specified in its charter)
BERRY PLASTICS CORPORATION (f/k/a Berry Plastics Holding Corporation) (Exact name of Registrant as specified in its charter)
Delaware (State of Incorporation)	~~Delaware~~333-138380 (~~State~~Commission ofFile ~~Incorporation~~Numbers)		35-1813706 (I.R.S. Employer Identification No.)
033-75706 (Commission File Numbers)
101 Oakley Street Evansville, Indiana (Address of principal executive offices)		47710 (Zip Code)
35-1814673 (I.R.S. Employer Identification No.)	35-1813706 (I.R.S. Employer Identification No.)
(812) 424-2904 (Registrant’s telephone number, including area code)
101 Oakley Street Evansville, Indiana (Address of principal executive offices)	47710 (Zip Code)
NA (Former Name or Former Address, if Changed Since Last Report)
(812) 424-2904 (Registrant’s telephone number, including area code)
BPC HOLDING CORPORATION (Former Name or Former Address, if Changed Since Last Report)	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:

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

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

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

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

~~Item~~ 1~~.01 Entry into a Material Definitive Agreement.~~

OnItem ~~March 9, 2007, Berry Plastics Group, Inc~~8.01 ~~(“Berry~~Other Group”), the ultimate parent entity of Berry Plastics Holding Corporation (“Berry Holding”) and Berry Plastics Corporation, and Covalence Specialty Materials Holding Corp. (“Covalence Holding”) entered into a definitive agreement pursuant to which Berry Group will merge with Covalence Holding in a stock-for-stock merger. Berry Group and Covalence Holding expect the closing of the merger to occur in April 2007 and the transaction is subject to the receipt of required regulatory approvals. Events

~~Following the~~EVANSVILLE, ~~merger~~INDIANA, ~~Ira~~October ~~Boots~~13, ~~Chairman~~2009 ~~and Chief Executive Officer of~~ - Berry ~~Group, and Brent~~Plastics ~~Beeler,~~Corporation ~~Chief~~announced ~~Operating~~today ~~Officer~~that ofit ~~Berry~~intends ~~Group,~~to ~~will~~acquire ~~remain~~ in ~~the same~~excess ~~roles~~of ~~with~~99.99% of the ~~combined~~common ~~company,~~stock ~~which~~of ~~will~~Pliant beCorporation ~~known~~upon asthe ~~Berry~~emergence ~~Plastics~~of ~~Group,~~Pliant ~~Inc.~~from ~~(“New Berry Group”)~~bankruptcy.

~~Immediately~~On ~~following~~October ~~the~~6, ~~merger~~2009, ~~Covalence~~the ~~Specialty Materials Corp~~U.S. ~~(“CSMC”)~~Bankruptcy ~~and~~Court ~~Berry Holding~~for ~~Corporation,~~the ~~respective~~District ~~subsidiaries~~ of ~~Covalence Holding and Berry~~Delaware ~~Group,~~confirmed ~~will~~the bejoint ~~combined~~reorganization asplan aproposed ~~direct~~by ~~subsidiary~~an ~~(“New~~affiliate ~~Berry Holding”)~~ of ~~New~~Apollo ~~Berry~~Management, ~~Group~~L.P. ~~New~~and ~~Berry~~Pliant. As ~~Holding~~a ~~will~~part ~~remain the primary obligor in respect~~ of ~~CSMC’s~~ ~~Senior Subordinated Notes due 2016 (~~the ~~“Covalence Notes”)~~Plan, Berry ~~Holding’s~~ ~~Second~~is ~~Priority~~entitled to ~~Senior~~receive ~~Secured~~up ~~Fixed~~to ~~Rate~~25% ~~Notes~~of ~~due~~the ~~2014~~common ~~and~~equity ~~Second Priority~~of ~~Senior Secured Floating Rate Notes due 2014~~Pliant. Berry ~~The~~now ~~outstanding credit~~also ~~facilities~~intends ofto ~~CSMC~~acquire ~~(both~~the ~~first~~remaining ~~and~~75% ~~second~~of ~~lien~~the ~~loans)~~common ~~and~~stock ~~Berry~~available ~~Holding~~under ~~are~~the ~~expected~~Plan. Berry tois becurrently ~~refinanced~~evaluating atits ~~the~~options ~~time~~with ofrespect to financing the ~~closing~~equity ~~with~~investment ain ~~$400~~Pliant. Pliant ~~million~~will ~~asset~~remain ~~based~~separately ~~revolving~~capitalized ~~credit~~as ~~facility~~an ~~and~~unrestricted asubsidiary ~~$1.2~~of ~~billion senior secured term loan facility~~Berry.

InPliant ~~connection~~Corporation ~~with~~is ~~the~~a ~~merger,~~leading onproducer ~~March~~of ~~12,~~value-added ~~2007,~~film ~~CSMC~~and ~~terminated~~flexible ~~its exchange~~packaging ~~offer~~products ~~relating~~for topersonal ~~the~~care, ~~Covalence~~medical, ~~Notes.~~food, ~~The~~industrial ~~exchange~~and ~~offer was previously~~agricultural ~~scheduled to expire on March 12, 2007~~markets. Pliant ~~All~~operates ~~Covalence~~18 ~~Notes~~manufacturing ~~tendered~~facilities ~~pursuant to~~ around the world, ~~exchange~~and ~~offer~~employs ~~will~~approximately be2,900 ~~promptly~~people ~~returned~~with byannual ~~CSMC~~net tosales ~~their~~of ~~holders~~$1. ~~It is~~1 ~~intended~~billion ~~that~~for the ~~exchange~~year ~~offer~~ended ~~will~~December 31, ~~re-commence following preparation of pro forma financial information~~2008.

~~Berry~~Ira ~~Group~~Boots, isChairman ~~majority~~and ~~owned~~CEO ~~by affiliates~~ of ~~Apollo~~Berry ~~Management~~Plastics VICorporation, ~~L.P.,~~stated ~~and the~~“Pliant ~~Berry~~Corporation ~~Group~~brings ~~shareholders~~to ~~will~~Berry ~~own~~an aimportant ~~majority~~group of ~~New~~customers, ~~Berry~~employees, manufacturing ~~Group~~locations and products. Their film product line enhances Berry’s ~~common~~current ~~stock following~~offering ~~the~~with ~~merger.~~innovation ~~The~~and ~~private~~broader ~~equity~~market appeal. Berry’s ~~firm,~~rigid ~~Graham~~plastic ~~Partners~~packaging ~~II,~~offering ~~L.P.,~~will isbe extended ~~also a~~with ~~shareholder~~the addition of ~~Berry~~Pliant’s ~~Group~~flexible packaging. With ~~Covalence~~Berry acquiring ~~Holding~~Pliant, iscustomers ~~majority~~will ~~owned~~be bybetter ~~affiliates of~~served ~~Apollo~~with ~~Management~~a V,financially strengthened Lfull service company.P.”

ABerry ~~press~~will operate Pliant as an additional operating division. The ~~release~~transaction ~~issued~~is anticipated to close by ~~Berry~~the ~~Group~~end ~~and~~of ~~Covalence~~the ~~Holding~~year. The Berry transaction described above is ~~attached~~subject asto ~~Exhibit~~receipt by Berry of necessary 99financing and customary regulatory approvals.1 An affiliate of Apollo ~~hereto~~Management remains obligated to fulfill its obligations under the Plan should these conditions not be satisfied.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Berry Group, Inc. and Covalence Specialty Materials Holding Corporation on March 12, 2007.

Exhibit 99.1 News Release, dated October 13, 2009, announcing Berry Plastics Corporation’s intent to acquire in excess of 99.99% of the common stock of Pliant Corporation upon the emergence of Pliant from bankruptcy.

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 HOLDING CORPORATION BERRY PLASTICS CORPORATION
	BERRY PLASTICS CORPORATION
Date: March 12, 2007	By:	/s/ James M. Kratochvil
Date: October 14, 2009	By:	/s/ James M. Kratochvil
	Name: James M. Kratochvil Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the entities listed above
	Name: James M. Kratochvil Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

~~Exhibit~~EXHIBIT ~~Index~~INDEX

Exhibit No.	Description of Exhibit
99.1	~~Press~~News ~~release~~Release ~~issued~~dated byOctober ~~Berry Group~~13, ~~Inc.~~2009 ~~and~~titled ~~Covalence~~“Berry ~~Specialty~~Plastics ~~Materials Holding~~ Corporation onto ~~March~~Acquire ~~12,~~Pliant ~~2007~~Corporation.”

Filing Compare · SUN COAST INDUSTRIES, LLC