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 3, 2013
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BERRY PLASTICS GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State of Incorporation)
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001-35672
(Commission File Number)
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20-5234618
(I.R.S. Employer Identification No.)
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101 Oakley Street
Evansville, Indiana
(Address of principal executive offices)
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47710
(Zip Code)
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(812) 424-2904
(Registrant’s telephone number, including area code)
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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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:
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On October 3, 2013, Mr. Ronald S. Rolfe was appointed as a director of the Registrant and a member of the Registrant’s Audit Committee. In accordance
with the Registrant’s non-employee director compensation policy, Mr. Rolfe will receive compensation of $85,000 per year. In addition, subject to the
approval of the compensation committee and board of directors, Mr. Rolfe will be granted a vested option to purchase approximately 14,000 shares of
common stock of the Registrant with an exercise price equal to the fair market value of such stock as of the date of such grant.
Mr. Rolfe will fill the seat on the board of directors vacated by Mr. Steven C. Graham, who tendered his resignation to the Registrant
effective on October 3, 2013.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release issued by Berry Plastics Group, Inc., dated as of October 4, 2013.
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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 GROUP, INC.
Date: October 4, 2013 By: /s/ Jason Greene
Name: Jason Greene
Title: Executive Vice President and General Counsel
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release issued by Berry Plastics Group, Inc., dated as of October 4, 2013.
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| NEWS RELEASE |
| Media Contact: | Investor Contract: |
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Eva Schmitz
812.306.2424
evaschmitz@berryplastics.com
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Dustin Stilwell
812.306.2964
dustinstilwell@berryplastics.com
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FOR IMMEDIATE RELEASE
Berry Plastics Group, Inc. Appoints Ronald S. Rolfe to
Company’s Board of Directors
Steven C. Graham Steps Down from Company’s Board
EVANSVILLE, Ind. – October 4, 2013 – Berry Plastics Group, Inc. (NYSE: BERY), a leading global manufacturer and marketer of value-added plastic packaging and engineered materials, today announced the appointment of Ronald (Ron) S. Rolfe to its Board of Directors. He will also serve as a member of the Company’s Audit Committee. Rolfe replaces Steven (Steve) C. Graham who is stepping down from the Company’s Board.
Rolfe was a member of the Litigation Department at Cravath, Swaine & Moore LLP for more than 40 years. In January 2011, he retired as a Partner of the firm. During his tenure, Rolfe led major antitrust and securities cases; SEC, NYSE, NASDAQ, and grand jury investigations; and, a wide range of commercial litigation and arbitrations. He was also active in major merger and acquisition transactions and corporate governance advice.
Rolfe is a board member of the Strategic Committee of Captain Bidco SAS (France), Noranda Aluminum Holding Corporation (NYSE: NOR), Advanced Assessment Systems, Inc., and an advisor to the board of directors of Tune Core, Inc. He holds an A.B. from Harvard College and graduated magna cum laude with a J.D. from Columbia Law School, where he served as an editor of the Columbia Law Review. Rolfe was also a Harlan Fiske Stone Scholar and James Kent Scholar. Rolfe dedicates much time to both professional organizations and civic endeavors, including serving as President of the Board of Trustees of The Allen-Stevenson School.
Steven Graham has served as a member of Berry Plastics’ Board of Directors since 2006.
“On behalf of Berry Plastics and its Board of Directors, I wish to extend our sincere gratitude for Steve’s commitment to our Company,” said Jon Rich, Chairman and CEO of Berry Plastics. “Ron is highly regarded in the legal community and we are honored to have him join our Board.”
About Berry Plastics
Berry Plastics Group, Inc. is a leading provider of value-added plastic consumer packaging and engineered materials delivering high-quality customized solutions to our customers with annual net sales of $4.8 billion in fiscal 2012. With world headquarters in Evansville, Indiana, the Company’s common stock is listed on the New York Stock Exchange under the ticker symbol BERY. For additional information, visit the Company’s website at www.berryplastics.com.
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Forward-looking statements
Certain statements and information included in this release may constitute "forward looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Berry Plastics to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is contained in the companies' SEC filings. The companies do not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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