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): October 2729, 2009

BERRY PLASTICS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

333-138380

35-1813706

(State of Incorporation)

(Commission File Numbers)

(I.R.S. Employer

Identification No.)

101 Oakley Street

Evansville, Indiana

47710

(Address of principal executive offices)

(Zip Code)

(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:

¨	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))

Table of Additional Registrant Guarantors


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, Inc.	Delaware	3089	35-2056610	(a)
Packerware Corporation	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 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)
Tubed Products, LLC	Delaware	3089	56-2374082	(a)
Cardinal Packaging, Inc.	Ohio	3089	34-1396561	(a)
Landis Plastics, LLC	Delaware	3089	36-2471333	(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 Holdings, Inc.	Delaware	3089	20-1290475	(a)
Captive Plastics, Inc.	New Jersey	3089	22-1890735	(a)
Grafco Industries Limited Partnership	Maryland	3089	52-1729327	(a)
Rollpak Acquisition Corporation	Indiana	3089	03-0512845	(a)
Rollpak Corporation	Indiana	3089	35-1582626	(a)

(a)	101 Oakley Street, Evansville, IN 47710

Item 7.01

Regulation FD Disclosure

On October 2729, 2009, Berry Plastics Corporation ~~(“Berry”)~~issued ~~commenced,~~a ~~via~~press ~~two~~release ofannouncing ~~its~~the ~~newly~~pricing ~~formed,~~terms ~~wholly~~and ~~owned~~modification ~~subsidiaries, an offering~~ of ~~$325 million in aggregate~~ principal ~~amount~~amounts of ~~First~~ ~~Priority~~the ~~Senior~~private ~~Secured~~placement ~~Notes~~note ~~due~~issuance ~~2015~~by ~~and~~its ~~$295~~two ~~million~~newly informed, ~~aggregate~~wholly ~~principal~~owned ~~amount~~subsidiaries. A copy of ~~8 7/8% Second Priority Senior Secured Notes due 2014 (collectively~~ the ~~“New~~press ~~Notes”).~~release ~~The offering~~ is ~~subject~~attached to ~~market~~this ~~and~~Current ~~other~~Report ~~conditions. The New Notes will be offered to qualified institutional buyers in reliance~~ on ~~Rule~~Form ~~144A~~8-K ~~under~~as ~~the~~Exhibit ~~Securities Act of 1933 (the “Securities Act”)~~99.1 The New Notes will not be registered under the Securities Act. Unless so registered, the New Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and ~~applicable~~is ~~state~~incorporated ~~securities~~herein ~~laws.~~by This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such statereference.

~~Berry~~The offering is ~~disclosing~~subject ~~under~~to ~~Item 7.01~~market ofand ~~this~~other ~~Current~~conditions. ~~Report~~The onnotes ~~Form~~will ~~8-K~~be ~~the~~offered ~~information~~to ~~included~~qualified asinstitutional ~~Exhibit~~buyers ~~99.1, which~~in ~~information~~reliance ison ~~incorporated~~Rule by144A ~~reference~~under ~~herein.~~the ~~This~~Securities ~~information,~~Act ~~which~~of ~~has~~1933 ~~not~~(the ~~been~~“Securities ~~previously~~Act”). ~~reported,~~The isnotes ~~excerpted~~will ~~from~~not abe ~~Preliminary~~registered under ~~Offering~~the ~~Memorandum~~Securities ~~that~~Act. isUnless ~~being~~so ~~disseminated~~registered, inthe ~~connection~~notes ~~with~~may ~~the~~not ~~offering~~be ~~described~~offered ~~above.~~or ~~The information~~sold in ~~this~~the ~~Current~~United ~~Report~~States onexcept ~~Form~~pursuant ~~8-K,~~to ~~including~~an ~~Exhibit~~exemption ~~99.1~~from, isor ~~being~~in ~~furnished~~a ~~and~~transaction ~~shall~~ not besubject ~~deemed~~to, ~~“filed” for~~ the ~~purposes~~registration ofrequirements ~~Section 18~~ of the Securities ~~Exchange~~ Act ofand ~~1934,~~applicable state assecurities ~~amended,~~laws. orThis ~~otherwise~~report ~~subject~~shall tonot ~~the liabilities~~constitute ofan ~~that~~offer ~~section.~~to ~~The~~sell ~~information~~or inthe ~~this~~solicitation ~~Current~~of ~~Report~~an onoffer ~~Form~~to ~~8-K~~buy, nor shall ~~not~~there be ~~incorporated~~any bysale ~~reference~~of ~~into~~the ~~any~~notes ~~filing~~in ~~under~~any ~~the~~state ~~Securities~~in ~~Exchange~~which ~~Act~~such ofoffer, ~~1934~~solicitation or ~~the~~sale ~~Securities~~would ~~Act,~~be asunlawful ~~amended,~~prior ~~except~~to asregistration or ~~expressly~~qualification ~~set~~under ~~forth~~the ~~by specific~~securities ~~reference~~laws inof any such ~~a filing~~state.

Item 9.01

Financial Statements and Exhibits.

EXHIBIT INDEX

99.1		Excerpts from Preliminary Offering Memorandum.
99.2		Press Release of Berry Plastics Corporation, dated October 27, 2009.


99.1		Press Release.

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: October 27, 2009	By:	/s/ James M. Kratochvil
Date: October 29, 2009	By:	/s/ James M. Kratochvil
	Name:	James M. Kratochvil
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

99.1		Excerpts from Preliminary Offering Memorandum.
99.2		Press Release of Berry Plastics Corporation, dated October 27, 2009.


99.1		Press Release.

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