Obligation Berry Worldwide 9.75% ( US085790AW31 ) en USD

Berry Worldwide

100 % ⇌

Etas-Unis

US085790AW31 ( en USD )

9.75% par an ( paiement semestriel )

15/01/2021 - Obligation échue

Prospectus brochure de l'obligation Berry Global US085790AW31 en USD 9.75%, échue

2 000 USD

800 000 000 USD

085790AW3

B- ( Très spéculatif )

B3 ( Très spéculatif )

Berry Global est un fabricant mondial d'emballages, de matériaux non tissés et de produits de protection, servant divers secteurs dont l'alimentation, les boissons, les soins personnels et l'industrie.

L'Obligation émise par Berry Worldwide ( Etas-Unis ) , en USD, avec le code ISIN US085790AW31, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2021

L'Obligation émise par Berry Worldwide ( Etas-Unis ) , en USD, avec le code ISIN US085790AW31, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Berry Worldwide ( Etas-Unis ) , en USD, avec le code ISIN US085790AW31, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

bpc424b3.htm
Page 1 of 318
424B3 1 bpc424b3.htm BERRY PLASTICS CORPORATION FORM 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-172879

PROSPECTUS

[Missing Graphic Reference]
Berry Plastics Corporation

OFFER TO EXCHANGE

$800,000,000 9.75% Second Priority Senior Secured Notes due 2021 registered under the Securities Act of 1933
For
A Like Principal Amount of 9.75% Second Priority Senior Secured Notes

We offer to exchange up to $800,000,000 aggregate principal amount of our 9.75% Second Priority Senior Secured Notes due 2021 that are registered under the
Securities Act of 1933, which we refer to as the "exchange notes" or "Second Priority Notes" for an equal principal amount of our 9.75% Second Priority Senior Secured Notes
due 2021, or the "outstanding notes," which were issued previously without registration under the Securities Act. We refer to the outstanding notes and the exchange notes
collectively in this prospectus as the "notes." If you participate in the exchange offer, you will receive registered 9.75% Second Priority Senior Secured Notes due 2021 for your
outstanding 9.75% Second Priority Senior Secured Notes due 2021 that are tendered properly for exchange. The exchange notes are substantially identical to the outstanding
notes, except that the exchange notes will not be subject to transfer restrictions or entitled to registration rights, and the additional interest provisions applicable to the
outstanding notes in some circumstances relating to the timing of the exchange offer will not apply to the exchange notes. The outstanding notes are, and the exchange notes
will be, issued by Berry Plastics Corporation and guaranteed by Aerocon, LLC, Berry Iowa, LLC, Berry Plastics Design, LLC, Berry Plastics Technical Services, Inc., Berry
Sterling Corporation, CPI Holding Corporation, Knight Plastics, LLC, Packerware, LLC, Pescor, Inc., Poly-Seal, LLC, Venture Packaging, Inc., Venture Packaging Midwest,
Inc., Berry Plastics Acquisition Corporation III, Berry Plastics Opco, Inc., Berry Plastics Acquisition Corporation V, Berry Plastics Acquisition Corporation VIII, Berry Plastics
Acquisition Corporation IX, Berry Plastics Acquisition Corporation X, Berry Plastics Acquisition Corporation XI, Berry Plastics Acquisition Corporation XII, Berry Plastics
Acquisition Corporation XIII, Berry Plastics Acquisition Corporation XV, LLC, Kerr Group, LLC, Saffron Acquisition, LLC, Setco, LLC, Sun Coast Industries, LLC, Cardinal
Packaging, Inc., Covalence Specialty Adhesives LLC, Covalence Specialty Coatings LLC, Caplas LLC, Caplas Neptune, LLC, Captive Plastics Holdings, LLC, Captive
Plastics, LLC, Grafco Industries Limited Partnership, Rollpak Corporation, Pliant, LLC, Pliant Corporation International, Uniplast Holdings, LLC, Uniplast U.S., Inc. and Berry
Plastics SP, Inc., all wholly owned subsidiaries of Berry Plastics Corporation. We refer to each of the existing and future domestic subsidiaries of Berry Plastics that will
guarantee the notes as the Guarantors or the Note Guarantors. The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes
under the same indenture.

Terms of the Exchange Offer

The exchange offer expires at 5:00 p.m., New York City time, on Thursday, April 28, 2011, unless extended. Completion of the exchange offer is subject to certain
customary conditions, which we may waive. The exchange offer is not conditioned upon any minimum principal amount of the outstanding notes being tendered for
exchange. You may withdraw tenders of outstanding notes at any time before the exchange offer expires.

All outstanding notes that are validly tendered and not withdrawn will be exchanged for exchange notes. The exchange of outstanding notes for exchange notes
pursuant to the exchange offer should not constitute a taxable exchange for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Consequences."

There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any exchange or other securities market.

http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 2 of 318

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such
outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after
consummation of the registered exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 18 for a discussion of the factors you should consider in connection with the exchange offer and exchange of outstanding notes
for exchange notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE
OUTSTANDING NOTES OR THE EXCHANGE NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is March 31, 2011.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making
an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus
is accurate as of any date other than the date on the front of this prospectus.

http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 3 of 318

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
ii
SUMMARY
1
RISK FACTORS
18
THE EXCHANGE OFFER
35
USE OF PROCEEDS
44
CAPITALIZATION 45
SELECTED HISTORICAL FINANCIAL DATA
46
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
47
INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 52
RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
68
BUSINESS
69
PROPERTIES 78
LEGAL PROCEEDINGS
79
MANAGEMENT 80
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
90
PRINCIPAL STOCKHOLDERS
91
DESCRIPTION OF OTHER INDEBTEDNESS
93
DESCRIPTION OF EXCHANGE NOTES
101
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
175
PLAN OF DISTRIBUTION
177
LEGAL MATTERS
177
EXPERTS
178
INDEX TO FINANCIAL STATEMENTS
F-1

-i-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 4 of 318

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed with the U.S. Securities and Exchange Commission, or the "SEC," a registration statement on Form S-4, which we refer to as the "exchange offer
registration statement," under the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the "Securities Act," covering
the exchange notes being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to
Berry Plastics Corporation and the exchange offer, reference is made to the exchange offer registration statement. Statements made in this prospectus as to the contents of any
contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding of each contract, agreement or other document filed as an
exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

After the registration statement becomes effective, we will file annual, quarterly and current reports and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to the public at the SEC's website at http://www.sec.gov.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. You may obtain copies of
the information and documents referenced in this prospectus at no charge by accessing the SEC's website at http://www.sec.gov or by requesting them from us in writing or by
telephone at:

Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710
(812) 424-2904

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than Thursday, April 21, 2011. In
the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended. We
may extend the exchange offer in our sole discretion. See "Exchange Offer" for more detailed information.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our
liquidity, our beliefs and management's assumptions. Such forward-looking statements include statements regarding expected financial results and other planned events,
including, but not limited to, anticipated liquidity, Adjusted EBITDA and capital expenditures. Words such as "anticipate," "assume," "believe," "estimate," "expect," "intend,"
"plan," "seek," "project," "target," "goal," "likely," "will," "would," "could," and variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. 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. Therefore, actual future
events or results may differ materially from these statements.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

· risks associated with our substantial indebtedness and debt service;

· changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely basis;

· performance of our business and future operating results;

-ii-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 5 of 318

· risks related to our acquisition strategy and integration of acquired businesses, including Pliant;

· reliance on unpatented proprietary know-how and trade secrets;

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

· risks related to disruptions in the overall economy and the financial markets may adversely impact our business;

· catastrophic loss of one of our key manufacturing facilities;

· risks of competition, including foreign competition, in our existing and future markets;

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

· our ownership structure;

· reduction in net worth; and

· the other factors discussed in the section of this prospectus titled "Risk Factors."

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-
looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in this prospectus under "Risk Factors," in
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this prospectus. Moreover, we caution you not to place undue
reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to update or publicly release any revisions to
these forward-looking statements to reflect changes in underlying assumptions, new information, future events or other changes after the date of this prospectus or to reflect the
occurrence of unanticipated events.

TERMS USED IN THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, in this prospectus:

· the term "Apollo" refers to Apollo Management, L.P. and its affiliates;

· the terms "Berry," "Berry Plastics," "we," "us," "our" and the "Company" refer to Berry Plastics Corporation and its predecessors and consolidated subsidiaries;

· the term "Berry Group" refers to Berry Plastics Group, Inc., a Delaware corporation, the parent company of Berry Plastics;

· the term "Berry Merger" refers to the merger of BPC Holding Corporation and BPC Acquisition Corp., the indirect principal stockholders of which are affiliates of
Apollo Management, L.P. and Graham Partners, Inc.;

· the term "Graham" refers to Graham Partners, Inc. and its affiliates;

· the terms "guarantors" and "note guarantors" refer to each of the existing and future domestic subsidiaries of Berry Plastics Corporation that will guarantee the
notes;

· the term "PE" refers to polyethylene;

-iii-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 6 of 318

· the term "PET" refers to polyethylene terephthalate;

· the term "Pliant" refers to Pliant, LLC (formerly known as Pliant Corporation);

· the term "PP" refers to polypropylene;

· the term "SEC" refers to the Securities and Exchange Commission; and

· the term "Sponsors" refers to Apollo and Graham.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, as presented in this prospectus, is a supplemental measure of performance that is not required by, or presented in accordance with, accounting
principles generally accepted in the United States ("GAAP"). It is not a measurement of financial performance under GAAP and should not be considered as (i) an
alternative to operating or net income or cash flows from operating activities, in each case determined in accordance with GAAP, (ii) an indicator of cash flow or (iii) a
measure of liquidity.

We define "Adjusted EBITDA" as net income (loss) before depreciation and amortization, income tax expense (benefit), interest expense (net) and certain non-
recurring or non-cash charges and as adjusted for unrealized cost reductions and acquired businesses, including unrealized synergies, which are more particularly defined in our
credit documents and the indentures governing our notes. Adjusted EBITDA is used by our lenders for debt covenant compliance purposes and by our management as one of
several measures to evaluate management performance. Adjusted EBITDA eliminates what we believe are non-recurring expenses and certain other charges that we believe do
not reflect operations and underlying operational performance. The result, we believe, more accurately reflects the underlying performance of the Company and therefore
provides our management and investors with a more meaningful metric to assess performance over time. Although we use Adjusted EBITDA as a financial measure to assess
the performance of our business, the use of Adjusted EBITDA has important limitations, including that (1) Adjusted EBITDA does not represent funds available for dividends,
reinvestment or other discretionary uses, or account for one-time expenses and charges; (2) Adjusted EBITDA does not reflect cash outlays for capital expenditures or
contractual commitments; (3) Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital; (4) Adjusted EBITDA does not reflect the interest
expense or the cash requirements necessary to service interest or principal payments on indebtedness; (5) Adjusted EBITDA does not reflect income tax expense or the cash
necessary to pay income taxes; (6) Adjusted EBITDA excludes depreciation and amortization and, although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; (7) Adjusted EBITDA
does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and (8) Adjusted EBITDA may be
calculated differently by other companies, including other companies in our industry, limiting its usefulness as a comparative measure.

-iv-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 7 of 318

SUMMARY

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated
financial statements included elsewhere in this prospectus. This summary is not complete and may not contain all of the information that may be important to you. You should
carefully read the entire prospectus, including the "Risk Factors" section and our consolidated financial statements and notes to those statements, before making an investment
decision.

Our Company

We believe we are one of the world's leading manufacturers and marketers of plastic packaging products, plastic film products, specialty adhesives and coated products
with more than 90% of our revenues coming from North America. We manufacture a broad range of innovative, high quality packaging solutions using our collection of
proprietary molds and an extensive set of internally developed processes and technologies. Our principal products include containers, drink cups, bottles, closures and overcaps,
tubes and prescription containers, trash bags, stretch films, engineered films, and tapes which we sell into a diverse selection of attractive and stable end markets, including food
and beverage, healthcare, personal care, quick service and family dining restaurants, custom and retail, agricultural, horticultural, institutional, industrial, construction,
aerospace, and automotive. We sell our packaging solutions to over 13,000 customers, ranging from large multinational corporations to small local businesses and consisting of
a favorable balance of leading national blue-chip customers as well as a collection of smaller local specialty businesses. We believe that we are one of the largest global
purchasers of polyethylene resin. We believe that our proprietary tools and technologies, low-cost manufacturing capabilities and significant operating and purchasing scale
provide us with a competitive advantage in the marketplace. Our unique combination of leading market positions, proven management team, product and customer diversity and
manufacturing and design innovation provides access to a variety of growth opportunities. Our top 10 customers represented approximately 20% of our fiscal 2010 net sales
with no customer accounting for more than 3% of our fiscal 2010 net sales.

Our Businesses

Demand for our plastic packaging products is driven by the consumption of consumer products, including food, beverages, pharmaceuticals and personal care products.
Plastic packaging has benefited from the shift from metal, paper and glass containers to plastics, which has taken place over the last 20 years. This conversion has been driven
by factors including consumer preference, weight advantages, shatter resistance and barrier properties. Recent technological advancements have allowed for additional
conversions of packaging from glass to plastic containers for a number of products that require barrier properties and/or are filled at high temperatures. These new technologies
have created many new market segment opportunities and avenues for significant growth.

The product categories on which we focus utilize similar manufacturing processes, share common raw materials (principally polypropylene and polyethylene resin) and
sell into end markets where customers demand innovative packaging solutions and quick and seamless design and delivery. We organize our business into four operating
divisions: rigid open top, rigid closed top, specialty films, and tapes, bags and coatings.

Rigid Open Top

Our Rigid Open Top division is comprised of three product categories: containers, foodservice items (drink cups, institutional catering, and cutlery) and home and
party. The largest end-uses for our containers are food and beverage products, building products and chemicals. We believe that we offer one of the broadest product lines
among U.S.-based injection-molded plastic container and drink cup manufacturers and are a leader in thermoformed container and drink cup offerings, which provide a superior
combination of value and quality relative to competing processes. Many of our open top products are manufactured from proprietary molds that we develop and own, which
results in significant switching costs to our customers. In addition to a complete product line, we have sophisticated printing capabilities and in-house graphic arts and tooling
departments, which allow us to integrate ourselves into, and add material value to, our customers' packaging design process. Our product engineers work directly with
customers to design and commercialize new products. In order to identify new markets and applications for existing products and opportunities to create new products, we rely
extensively on our national sales force. Once these opportunities are identified, our sales force works with our product design engineers and artists to satisfy customers' needs.
Our low-cost manufacturing capability with plants strategically located throughout the United States and a dedication to high-quality products and customer service have
allowed us to further develop and maintain strong relationships with our attractive base of customers. Our primary competitors include Airlite, Huhtamaki, Letica, Polytainers,
Reynolds and Solo. These competitors individually only compete on certain of our open top products, whereas we offer the entire selection of open top products.

-1-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 8 of 318

Rigid Closed Top

Our Rigid Closed Top division is comprised of three product categories: closures and overcaps, bottles and prescription containers, and tubes. We believe that this line
of products gives us a competitive advantage in being able to provide a complete plastic package to our customers. We have a number of leading positions in which we have
been able to leverage this capability such as prescription container packages, Tab II® pharmaceutical packages, and proprietary tube and closure designs. Our innovative design
center and product development engineers regularly work with our customers to develop differentiated packages that offer unique shelf presence, functionality, and cost
competitiveness. Combine our design expertise with our world class manufacturing facilities, and we are uniquely positioned to take projects from creative concept to delivered
end product. We utilize a broad range of manufacturing technologies, offering several different manufacturing processes, including various forms of injection, extrusion,
compression, and blow molding, as well as decorating and lining services. This allows us to match the optimal manufacturing platform with each customer's desired package
design and volume. Our quality system, which includes an emphasis on process control and vision technology, allows us to meet the increasingly high performance and cosmetic
standards of our customers. Our primary competitors include Graham Packaging, Rexam, Reynolds and Silgan. With few exceptions, these competitors do not compete with us
across many of our products and market segments. We believe that we are the only industry participant that offers the entire product line of our Rigid Closed Top products. We
have a strong reputation for quality and service, and have received numerous "Supplier Quality Achievement Awards" from customers, as well as "Distribution Industry
Awards" from market associations.

Specialty Films

Our Specialty Films Division manufactures and sells primarily PE, PP and PVC-based film products. We manufacture both blown and cast films from 1 to 11 layer in a
wide range of widths and gauges. Our principal products include agricultural film, institutional can liners, stretch film, shrink film, barrier and sealant films, personal care films,
PVC films. We have rotogravure and flexographic printing capabilities up to 10 colors. We have leading market positions in several market segments. We are a leader in the
industry with proprietary, innovative products, using next generation materials and state of the art processes. Our competitors include Heritage, AEP, Sigma and Bemis.

Tapes, Bags and Coatings

Our Tapes, Bags and Coatings division manufactures and sells tape, adhesive, corrosion protective and PE-based film products to a diverse base of customers around
the world. We offer a broad product portfolio of key product groups to a wide range of global end markets that include corrosion protection, HVAC, building and construction,
industrial, retail, DIY, automotive, medical and aerospace. Our principal products include heat shrinkable and PE-based tape coatings, trash bags, drop cloths, PE coated cloth
tapes, splicing/laminating tapes, flame-retardant tapes, vinyl-coated tapes and a variety of other specialty tapes, including carton sealing, masking, mounting and OEM medical
tapes. We specialize in manufacturing laminated and coated products for a diverse range of applications, including flexible packaging, products for the housing construction and
woven polypropylene flexible intermediate bulk containers ("FIBC"). We use a wide range of substrates and basic weights of paper, film, foil and woven and non-woven fabrics
to service the residential building, industrial, food packaging, healthcare and military markets. Our primary competitors include Intertape Polymers, 3-M, ShurTape, Canusa,
Denso, Cadillac, Coated Excellence, FortaFiber, PolyAmerica, Clorox and Reynolds. We produce and sell a diverse portfolio of specialty adhesive products and provide
products to end users in the industrial, oil, gas and water supply, HVAC, building and construction, retail, automotive, and medical markets. We sell our products to a wide-
range of customers, including retailers, distributors and end users.

-2-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 9 of 318

Our Strengths

We believe our consistent financial performance is the direct result of the following competitive strengths:

Leading market positions across a broad product offering. One of our key business strategies is to be a market leader in each of our product lines. Through quality
manufacturing, innovation in product design, a focus on customer service and a skilled and dedicated workforce, we have achieved leading competitive positions in many of our
major product lines, including thinwall, pry-off, dairy and clear polypropylene containers; drink cups; spice and pharmaceutical bottles and prescription vials; spirits, continuous
thread, and pharmaceutical closures; aerosol overcaps and plastic squeeze tubes; stretch films; and cloth and foil tape products and adhesives. We believe that our leading market
positions enable us to attract and expand our business with blue chip customers, cross-sell products, launch new products and maintain high margins.

Large, diverse and stable customer base. We sell our packaging solutions to over 13,000 customers, ranging from large multinational corporations to small local
businesses in diverse industries. Our customers are principally engaged in industries that are considered to be generally less sensitive to changing economic conditions,
including pharmaceuticals, food, dairy, and health and beauty. Our top 10 customers represented approximately 20% of our fiscal 2010 net sales with no customer accounting
for more than 3% of our fiscal 2010 net sales. Our co-design capabilities and proactive approach to customer service make us an integral part of our customers' long-term
marketing and packaging decisions.

Strong organic growth through continued focus on best-in-class technology and innovation. We believe that our manufacturing technology and expertise are best-in-
class and that we are a leader in new product innovation, as evidenced by our offering of an extensive proprietary product line of value-added plastic packaging in North
America. We currently own proprietary molds and have pioneered a variety of production processes such as what we believe to be the world's largest deep draw PP
thermoforming system for drink cups. We focus our research and development efforts on high value-added products that offer unique performance characteristics and provide
opportunities to achieve premium pricing and further enhance our strategic position with our customers. Our dedicated professionals work collaboratively with our customers'
marketing departments in identifying and delivering new package designs.

Scale and low-cost operations drive profitability. We are one of the largest domestic manufacturers and suppliers of plastic packaging solutions and we believe we are
one of the lowest-cost manufacturers in the industry. We believe that our proprietary tools and technologies, low-cost manufacturing capabilities and operating and purchasing
scale provide us with a competitive advantage in the marketplace. Our large, high-volume equipment and flexible, cross-facility manufacturing capabilities result in lower unit-
production costs than many of our competitors as we can leverage our fixed costs, higher capacity utilization and longer production runs. Our scale also enhances our purchasing
power and lowers our cost of raw materials such as resin, a raw material where we believe we are one of the largest global buyers in the market. In addition, as a result of the
strategic location of our manufacturing facilities and our national footprint of several warehouse and distribution facilities, we have broad distribution capabilities, which reduce
shipping costs and allow for quick turnaround times to our customers. Our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or
geographic regions, when applicable, which enables us to develop expertise that is valued by our customers. In addition, to continuously improve our cost position, our
managers are charged with meeting specific cost reduction and productivity improvement targets each year, with a material amount of their compensation tied to their
performance versus these targets.

Motivated management team with highly successful track record. We believe that our management team is among the deepest and most experienced in the packaging
industry. Our management team has been responsible for developing and executing our strategy that has generated a track record of earnings growth and strong cash flow. In
addition, management has successfully integrated 30 acquisitions since 1988, and has generally achieved significant reductions in manufacturing and overhead costs of acquired
companies by introducing advanced manufacturing processes, reducing headcount, rationalizing facilities and tools, applying best practices and capitalizing on economies of
scale.

-3-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011

bpc424b3.htm
Page 10 of 318

Our Strategy

Our goal is to maintain and enhance our market position and leverage our core strengths to increase profitability and maximize cash flow. Our strategy to achieve these
goals includes the following elements:

Manage costs and capital expenditures to drive cash flow and returns on capital. We continually focus on reducing our costs in order to maintain and enhance our
low-cost position. We employ a team culture of continuous improvement operating under an International Organization for Standardization management system and employing
Six Sigma throughout the organization. Our principal cost-reduction strategies include (i) leveraging our scale to reduce material costs, (ii) efficiently reinvesting capital into our
manufacturing processes to maintain technological leadership and achieve productivity gains, (iii) focusing on ways to streamline operations through plant and overhead
rationalization and (iv) monitoring and rationalizing the number of vendors from which we purchase materials in order to increase our purchasing power. In addition, our
managers are charged with meeting specific cost reduction and productivity improvement targets each year, with a material amount of their compensation tied to their
performance versus these targets. Return on capital is a key metric throughout the organization and we require that capital expenditures meet certain return thresholds, which
encourages prudent levels of spending on expansion and cost-saving opportunities.

Selectively pursue strategic mergers and acquisitions. In addition to the significant growth in earnings and cash flow we expect to generate from organic volume
growth and continued cost reductions, we believe that there will continue to be opportunities for future growth through selective and prudent acquisitions. Our industry is highly
fragmented and our customers are focused on working with a small set of key vendors. We have a successful track record of executing and integrating acquisitions, having
completed 30 acquisitions since 1988, and have developed an expertise in synergy realization. We intend to continue to apply a selective and disciplined acquisition strategy,
which is focused on improving our financial performance in the long-term and further developing our scale and diversity in new or existing product lines. We continue to
evaluate additional acquisition opportunities on an ongoing basis and may at any time be in preliminary discussions with third parties regarding acquisitions.

Increase sales to our existing customers. We believe we have significant opportunities to increase our share of the packaging purchases made by our more than 13,000
existing customers as we expand our product portfolio and extend our existing product lines. We believe our broad and growing product lines will allow us to capitalize on the
corporate consolidation occurring among our customers and the continuing consolidation of their vendor relationships. With our extensive manufacturing capabilities, product
breadth and national distribution capabilities, we can provide our customers with a cost-effective, single source from which to purchase a broad range of their plastic packaging
needs.

Pursue new customers. We intend to pursue new customer relationships in order to drive additional organic growth. We believe that our national direct sales force, our
ability to offer new customers a cost-effective, single source from which to purchase a broad range of plastic packaging products, and our proven ability to design innovative
new products position us well to continue to grow and diversify our existing customer base.

-4-
http://www.sec.gov/Archives/edgar/data/919465/000091946511000012/bpc424b3.htm
3/31/2011