<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

|X|   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended December 30, 2000
                                            -----------------

                                       or

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from _______ to ________

                         Commission File Number 33-75706

                             BPC HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             35-1813706
  (State or other jurisdiction                                (IRS employer
of incorporation or organization)                         identification number)

                           BERRY PLASTICS CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             35-1814673
  (State or other jurisdiction                                 (IRS employer
of incorporation or organization)                         identification number)

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

Registrants' telephone number, including area code: (812) 424-2904

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: Not applicable.

      None of the voting stock of any registrant is held by a non-affiliate of
such registrant. There is no public trading market for any class of voting stock
of BPC Holding Corporation.

      As of March 9, 2001, the following shares of capital stock of BPC Holding
Corporation were outstanding: 91,000 shares of Class A Voting Common Stock;
259,000 shares of Class A Nonvoting Common Stock; 144,546 shares of Class B
Voting Common Stock; 56,509 shares of Class B Nonvoting Common Stock; and 16,833
shares of Class C Nonvoting Common Stock. As of March 9, 2001, there were
outstanding 100 shares of the Common Stock, $.01 par value, of Berry Plastics
Corporation.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                      -1-
<PAGE>

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      THIS FORM 10-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"). THOSE STATEMENTS APPEAR IN A NUMBER OF
PLACES IN THIS FORM 10-K AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY. WITHOUT LIMITING THE FOREGOING, THE WORDS
"BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS" AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND MAY INVOLVE RISKS AND
UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. VARIOUS ECONOMIC AND COMPETITIVE
FACTORS COULD CAUSE ACTUAL RESULTS OR EVENTS TO DIFFER MATERIALLY FROM THOSE
DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS. THE ACCOMPANYING INFORMATION
CONTAINED IN THIS FORM 10-K, INCLUDING, WITHOUT LIMITATION, THE INFORMATION SET
FORTH UNDER "BUSINESS" AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS," IDENTIFIES IMPORTANT FACTORS THAT COULD
CAUSE DIFFERENCES, INCLUDING THE COMPANY'S ABILITY TO PASS THROUGH RAW MATERIAL
PRICE INCREASES TO ITS CUSTOMERS, ITS ABILITY TO SERVICE DEBT, THE AVAILABILITY
OF PLASTIC RESIN, THE IMPACT OF CHANGING ENVIRONMENTAL LAWS AND CHANGES IN THE
LEVEL OF THE COMPANY'S CAPITAL INVESTMENT. ALTHOUGH MANAGEMENT BELIEVES IT HAS
THE BUSINESS STRATEGY AND RESOURCES NEEDED FOR IMPROVED OPERATIONS, FUTURE
REVENUE AND MARGIN TRENDS CANNOT BE RELIABLY PREDICTED.


                                      -2-
<PAGE>

                             BPC HOLDING CORPORATION
                           BERRY PLASTICS CORPORATION

              FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----

                                                PART I

<S>      <C>                                                                                      <C>
Item 1.  Business...............................................................................   4
Item 2.  Properties.............................................................................  11
Item 3.  Legal Proceedings......................................................................  12
Item 4.  Submission of Matters to a Vote of Security Holders....................................  12

                                                PART II

Item 5.  Market for Registrants' Common Equity and Related Stockholder Matters..................  13
Item 6.  Selected Financial Data................................................................  14
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations..  15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............................  19
Item 8.  Financial Statements and Supplementary Data............................................  20
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure.............................................................................  20

                                               PART III

Item 10. Directors and Executive Officers of the Registrants....................................  21
Item 11. Executive Compensation.................................................................  23
Item 12. Security Ownership of Certain Beneficial Owners and Management.........................  26
Item 13. Certain Relationships and Related Transactions.........................................  27

                                                PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................  31
</TABLE>


                                      -3-
<PAGE>

                                     PART I

Item 1. BUSINESS

General

      BPC Holding Corporation ("Holding"), is the parent of Berry Plastics
Corporation ("Berry" or the "Company"), a leading domestic manufacturer and
supplier of plastic packaging products focused on five markets: open-top
containers, aerosol overcaps, closures, drink cups and housewares. The Company
also has a presence in Europe with production facilities in Norwich, England and
Milan, Italy. In order to support these five markets, the Company is organized
into three divisions: containers, overcaps and closures, and drink cups and
housewares. The Company believes that it is the largest supplier of aerosol
overcaps in the world, with sales of over two billion overcaps in fiscal 2000.
In addition, based on discussions with customers, sales representatives and
external sales brokers, the Company believes that it is a leading manufacturer
and supplier of semi-disposable housewares. Within each of its markets, the
Company concentrates on manufacturing higher quality value-added products sold
to marketers of image-conscious industrial and consumer products that utilize
the Company's proprietary molds, superior color matching capabilities and
sophisticated multi-color printing capabilities.

      The Company supplies aerosol overcaps and closures to a wide variety of
customers and for a wide variety of commercial and consumer products. Similarly,
the Company's open-top containers are used for packaging a broad spectrum of
commercial and consumer products. The Company's drink cups are sold to fast food
and family-dining restaurants, convenience stores, stadiums, and retail stores.
The Company also sells primarily seasonal, semi-disposable housewares and lawn
and garden products such as plates, bowls, pitchers and flower pots, to major
retail marketers. Berry's customer base is comprised of over 10,000 customers
with operations in a widely diversified range of markets. The Company's top ten
customers accounted for approximately 15% of fiscal 2000 net sales, with no
customer accounting for more than 4% of the Company's net sales in fiscal 2000.
The historical allocation of the Company's total net sales among its product
categories is as follows:

<TABLE>
<CAPTION>
                                                               Fiscal
                                                    ----------------------------
                                                    2000        1999        1998
                                                    ----        ----        ----
<S>                                                  <C>         <C>         <C>
Containers .................................         57%         57%         57%
Overcaps and closures ......................         27          25          21
Drink cups and housewares ..................         16          18          22

</TABLE>

      The Company believes that it derives a strong competitive position from
its state-of-the-art production capabilities, extensive array of proprietary
molds in a wide variety of sizes and styles and dedication to service and
quality. In the aerosol overcap market, the Company distinguishes itself with
superior color matching capabilities, which is of extreme importance to its base
of image-conscious consumer products customers, and proprietary packing
equipment, which enables the Company to deliver a higher quality product while
lowering warehousing and shipping costs. In the container and drink cup markets,
an in-house graphic arts department and sophisticated printing and decorating
capabilities permit the Company to offer extensive value-added decorating
options. The Company believes that it is an industry innovator, particularly in
the area of decoration. These market-related strengths, combined with the
Company's modern proprietary mold technology, high speed molding capabilities
and multiple-plant locations, all contribute to the Company's strong market
position.

      In addition to these marketing and manufacturing strengths, the Company
believes that its close working relationships with customers are crucial to
maintaining market positions and developing future growth opportunities. The
Company employs a direct sales force that is focused on working with customers
and the Company's production and product design personnel to develop customized
packaging that enhances customer product differentiation and improves product
performance. The Company works to develop innovative new products and identify
and pursue non-traditional markets that can use existing Company products.


                                      -4-
<PAGE>

History

      Imperial Plastics, the Company's predecessor, was established in 1967 in
Evansville, Indiana. Berry Plastics, Inc. ("Old Berry") was formed in 1983 to
purchase substantially all of the assets of Imperial Plastics. In 1988, Old
Berry acquired Gilbert Plastics of New Brunswick, New Jersey, a leading
manufacturer of aerosol overcaps, and subsequently relocated Gilbert Plastics'
production to Old Berry's Evansville, Indiana facility. In 1990, the Company and
Holding, the holder of 100% of the outstanding capital stock of the Company,
were formed to purchase the assets of Old Berry. In February 1992, the Company
acquired substantially all of the assets of the Mammoth Containers division of
Genpak Corporation.

      In March 1995, Berry Sterling Corporation ("Berry Sterling"), a newly
formed wholly owned subsidiary of the Company, acquired substantially all of the
assets of Sterling Products, Inc., a producer of injection molded plastic drink
cups and lids. Management believes that the acquisition gave the Company
immediate penetration into a rapidly expanding plastic drink cup market. In
December 1995, Berry Tri-Plas Corporation ("Berry Tri-Plas"), a wholly owned
subsidiary of the Company, acquired substantially all of the assets of Tri-Plas,
Inc., a manufacturer of injection molded containers and lids. Management
believes that the acquisition gave the Company an immediate presence in the
polypropylene container product line, which is mainly used for food and "hot
fill" applications.

      In January 1997, the Company acquired certain assets of Container
Industries, Inc. ("Container Industries"), a manufacturer and marketer of
injection molded industrial and pry-off containers for building products and
other industrial markets. Also, in January 1997, the Company acquired PackerWare
Corporation ("PackerWare"), a manufacturer and marketer of plastic containers,
drink cups, housewares, and lawn and garden products (the "PackerWare
Acquisition"). Management believes that the PackerWare Acquisition significantly
diversified and expanded the Company's position in the drink cup business and
gave the Company immediate penetration into the housewares market. The
acquisition also provided the Company with a plant located in Lawrence, Kansas,
that is well situated to service its markets.

      In May 1997, Berry Plastics Design Corporation ("Berry Design"), a newly
formed wholly owned subsidiary of the Company, acquired substantially all of the
assets of Virginia Design Packaging Corp. ("Virginia Design"), a manufacturer
and marketer of injection-molded containers used primarily for food packaging.
Management believes that the acquisition of these assets has enhanced the
Company's position in the food packaging and food service markets. In August
1997, the Company acquired Venture Packaging, Inc. ("Venture Packaging"), a
manufacturer and marketer of injection-molded containers used in the food, dairy
and various other markets (the "Venture Packaging Acquisition"). Management
believes that the Venture Packaging Acquisition strategically assisted the
Company in marketing its product line of open-top containers and lids.

      In July 1998, NIM Holdings ("NIM Holdings"), a newly formed wholly owned
subsidiary of the Company, acquired all of the capital stock of Norwich
Injection Moulders Limited ("Norwich Moulders") of Norwich, England (the "Berry
UK Acquisition"), a manufacturer and marketer of injection-molded overcaps and
closures for the European market. In fiscal 1999, the Company changed the name
from Norwich Injection Moulders Limited to Berry Plastics UK Limited ("Berry
UK"). Management believes that the Berry UK Acquisition provided the Company
with a production platform that allows it to better serve its global customers
and introduce its other product lines in Europe. In October 1998, Knight
Plastics, Inc. ("Knight") acquired substantially all of the assets of the Knight
Engineering and Plastics Division of Courtaulds Packaging Inc. (the "Knight
Acquisition"), a manufacturer of aerosol overcaps. Management believes that the
Knight Acquisition enhanced the Company's overcap business and better positioned
the Company to meet the needs of its domestic and multi-national customers.

      In July 1999, the Company acquired all of the outstanding capital stock of
CPI Holding Corporation ("CPI Holding"), the parent company of Cardinal
Packaging, Inc. ("Cardinal"), of Streetsboro, Ohio (the "Cardinal Acquisition"),
a manufacturer and marketer of open-top containers. Management believes that the
Cardinal Acquisition enhanced the Company's open-top container product selection
and provided many of its customers with a single packaging supplier.


                                      -5-
<PAGE>

      On May 9, 2000, Berry acquired all of the outstanding capital stock of
Poly-Seal Corporation ("Poly-Seal"), a manufacturer and marketer of closures,
for aggregate consideration of approximately $58.0 million (the "Poly-Seal
Acquisition"). The purchase was financed through the issuance by Holding of
$25.0 million of 14% preferred stock and warrants and additional borrowings
under the Company's senior credit facility. Management believes that the
Poly-Seal Acquisition was a major step in expanding the Company's participation
in the closures business and provided a U.S. closure production platform in
Baltimore, Maryland.

      On October 4, 2000, Berry, through its Italian subsidiary, CBP Holdings
S.r.l., acquired all of the outstanding capital stock of Capsol S.p.a.
("Capsol"), headquartered in Cornate d'Adda, near Milan, Italy and the whole
quota capital of a related company, Ociesse S.r.l., for aggregate consideration
of approximately $14.0 million (the "Capsol Acquisition"). The purchase was
financed through additional borrowings under the Company's senior credit
facility. Capsol is a manufacturer and marketer of aerosol overcaps and
closures. Management believes that the Capsol Acquisition will expand the
Company's participation in the European market for overcaps and closures.

Container Market

      The Company classifies its containers into five product lines: thinwall,
pry-off, dairy, polypropylene and industrial. Management believes that the
Company is the leading U.S. manufacturer in the thinwall, pry-off and frozen
dessert (component of dairy) container markets. The following table describes
each of the Company's five product lines.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
 Product Line                    Description                       Sizes                        Major End Markets
 ------------                    -----------                       -----                        -----------------

<S>                <C>                                       <C>                      <C>
Thinwall           Thinwalled, multi-purpose containers      6 oz. to 2 gallons       Food, promotional products, toys and a
                   with or without handles and lids                                   wide variety of other uses

Pry-off            Containers having a tight lid-fit and     4 oz. to 2 gallons       Building products, adhesives, pool and
                   requiring an opening device and also                               other chemicals, and other industrial
                   meet the Consumer Product Safety                                   uses
                   Commission standards for child safety

Dairy              Thinwall containers in traditional        6 oz. to 5 lbs.,         Cultured dairy products including
                   dairy market sizes and styles             Multi-pack               yogurt, cottage cheese, sour cream and
                                                                                      dips, and frozen desserts

Polypropylene      Usually clear containers in round,        6 oz. to 5 lbs.          Food, deli, sauces and salads
                   oblong or rectangular shapes

Industrial         Thick-walled, larger pails designed to    2.5 to 5 gallons         Building products, chemicals, paints and
                   accommodate heavy loads                                            other industrial uses
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      The largest end-uses for the Company's containers are food products,
building products, chemicals and dairy products. The Company has a diverse
customer base for its container lines, and no single container customer exceeded
3% of the Company's total net sales in fiscal 2000.

      Management believes that the Company offers the broadest product line
among U.S.-based injection-molded plastic container manufacturers. The Company's
container capacities range from 4 ounces to 5 gallons and are offered in various
styles with accompanying lids, bails and handles, as well as a wide array of
decorating options. In addition to a complete product line, the Company has
sophisticated printing capabilities, an in-house graphic arts department, low
cost manufacturing capability with eleven plants strategically located
throughout the United States and a dedication to high quality products and
customer service. Product engineers work with customers to design and
commercialize new containers. In addition, as part of the Company's dedication
to customer service, the Company provides filling machine equipment to many of
the its customers, primarily in the dairy market, and also provides the services
necessary to operate such equipment. The Company believes providing such
equipment and services increases customer retention by increasing the customer's
production efficiency.


                                      -6-
<PAGE>

      The Company seeks to develop niche container products and new applications
by taking advantage of the Company's state-of-the-art decorating and graphic
arts capabilities and dedication to service and quality. Management believes
that these capabilities have given the Company a significant competitive
advantage in certain high-margin niche container applications for specialized
products. Examples include popcorn containers for new movie promotions and
professional and college sporting and entertainment events, where the ability to
produce sophisticated and colorful graphics is crucial to the product's success.
In order to identify new applications for existing products, the Company relies
extensively on its national sales force. Once these opportunities are
identified, the Company's sales force interfaces with the Company's product
design engineers to satisfy customers' needs.

      In non-industrial containers, the Company's strongest competitors include
Airlite, Sweetheart, Landis, and Polytainers. The Company also produces
commodity industrial pails for a market that is dominated by large volume
competitors such as Letica, Plastican, NAMPAC and Ropak. The Company does not
participate heavily in this large market.

Aerosol Overcap Market

      Based on discussions with our customers, sales representatives and
external sales brokers, the Company believes it is the worldwide leader in the
production of aerosol overcaps. Approximately 19% of the U.S. market consists of
marketers who produce overcaps in-house for their own needs. Management believes
that a portion of these in-house producers will increase the outsourcing of
their production to high technology, low cost manufacturers, such as the
Company, as a means of reducing manufacturing assets and focusing on their core
marketing objectives.

      The Company's aerosol overcaps are used in a wide variety of consumer
goods markets including spray paints, household and personal care products,
insecticides and numerous other commercial and consumer products. Most U.S.
manufacturers and contract fillers of aerosol products are customers of the
Company for some portion of their needs. In fiscal 2000, no single overcap
customer accounted for more than 2% of the Company's total net sales.

      Management believes that, over the years, the Company has developed
several significant competitive advantages, including a reputation for
outstanding quality, short lead-time requirements to fill customer orders,
long-standing relationships with major customers, the ability to accurately
reproduce over 3,500 colors, proprietary packing technology that minimizes
freight cost and warehouse space, high-speed, low-cost molding and decorating
capability and a broad product line of proprietary molds. In addition, the
Company has received the "Supplier Quality Achievement Award" for five
consecutive years (1995-1999) from S.C. Johnson Wax. The Company continues to
develop new products in the overcap market, including the "spray-thru" line of
aerosol overcaps.

      Competitors in this market include Dubuque Plastics, Cobra and
Transcontainer. In addition, a number of companies, including several of the
Company's customers (e.g., S.C. Johnson and Reckitt & Colman), currently produce
aerosol overcaps for their own use.

Closures Market

      The Company initiated an acquisition strategy to establish itself as a
global provider in the closures market with the Berry UK Acquisition. The
Company continued executing the strategy in 2000 with the Poly-Seal Corporation
Acquisition and the Capsol Acquisition. Management believes the combined product
line offerings to the closures market establish the Company as a leading
provider of closure systems globally. The product line offerings include
continuous thread, dispensing, tamper evident, and child resistant closures. In
addition, the Company is a leading provider of fitments and plugs for medical
applications, cups and spouts for liquid laundry detergent, dropper bulb
assemblies for medical and personal care applications, and jiggers for mouthwash
products.

      The Company's closures are used in a wide variety of consumer goods
markets including health and beauty aids, pharmaceutical, household chemicals,
commercial chemicals, and food and dairy. The Company is a major provider of
closures to many of the leading companies in these markets. In fiscal 2000, no
single closure customer accounted for more than 1% of the Company's total net
sales.


                                      -7-
<PAGE>

      Management believes the capabilities and expertise the Company has
established as a closure provider create significant competitive advantages,
including the latest in single and bi-injection technology, molding of
thermoplastic and thermoset resins, compression molding of thermoplastic resins,
and lining and assembly applications applying the latest in vision inspection
technology. In addition, the Company has an in-house package development and
design group focused on developing new closure systems to meet both customers
proprietary needs and stock systems for the changing closure needs of the
markets served. The Company has an outstanding reputation for quality and has
received numerous "Supplier Quality Achievement Awards" from customers in
different markets.

      Major competitors in this market include Owens-Illinois, Kerr/Suncoast,
Phoenix Closures, Portola, Rexam Closures, and Seaquist Closures.

Drink Cup Market

      Based on discussions with our customers, sales representatives and
external sales brokers, the Company believes that it is the leading provider of
injection molded plastic drink cups in the U.S. As beverage producers,
convenience stores and fast food restaurants increase their marketing efforts
for larger sized drinks, the Company believes that the plastic drink cup market
will expand because of plastic's desirability over paper for larger drink cups.
The Company produces injection-molded plastic cups that range in size from 12 to
64 ounces. Primary markets are fast food and family dining restaurants,
convenience stores, stadiums, and retail stores. Virtually all cups are
decorated, often as promotional items, and Berry is known in the industry for
innovative, state-of-the-art graphics capability.

      Berry has historically supplied a full line of traditional straight-sided
and drive-through style drink cups from 12 to 64 ounces with disposable and
reusable lids primarily to fast food and convenience store chains. With the
PackerWare Acquisition, the Company expanded its presence while diversifying
into the stadium and family dining restaurant markets. The 64 ounce cup, which
has been highly successful with convenience stores, is one of the Company's
fastest growing drink cups. Major drink cup competitors include Packaging
Resources Incorporated, Pescor Plastics and WNA (formerly Cups Illustrated).

Housewares Market

      The housewares market is a multi-billion dollar market. The Company's
participation is focused on producing seasonal (spring and summer)
semi-disposable plastic housewares and plastic lawn and garden products.
Examples of our products include plates, bowls, pitchers, tumblers and outdoor
flowerpots. Berry sells virtually all of its products in this market through
major national retail marketers and national chain stores, including Wal-Mart
and Target. PackerWare is a recognized brand name in these markets and
PackerWare branded products are often co-branded by the Company's customers.

      The Company's position in this market has been to provide a high value to
consumers at a relatively modest price, consistent with the key price points of
the retail marketers. Berry believes outstanding service and ability to deliver
products with timely combination of color and design further enhance its
position in this market. This focus allowed PackerWare to be named 1998 Vendor
of the Year by Wal-Mart in its Housewares division.

Marketing and Sales

      The Company reaches its large and diversified base of over 10,000
customers primarily through its direct field sales force. These field sales
representatives are focused on individual product lines, but are encouraged to
sell all Company products to serve the needs of the Company's customers. The
Company believes that a direct field sales force is able to better focus on
target markets and customers, with the added benefit of permitting the Company
to control pricing decisions centrally. The Company also utilizes the services
of manufacturing representatives to assist its direct sales force.

      The Company believes that it produces a high level of customer
satisfaction. Highly skilled customer service representatives are located in
each of the Company's facilities to support the national field sales force. In
addition, telemarketing representatives, marketing managers and sales/marketing
executives oversee the marketing and sales efforts. Manufacturing and
engineering personnel work closely with field sales personnel to satisfy
customers' needs through the production of high quality, value-added products
and on-time deliveries.


                                      -8-
<PAGE>

      Additional marketing and sales techniques include a Graphic Arts
department with computer-assisted graphic design capabilities and in-house
production of photopolymer printing plates. Berry also has a centralized Color
Matching and Materials Blending department that utilizes a computerized
spectrophotometer to insure that colors match those requested by customers.

Manufacturing

General

      The Company primarily manufactures its products using the plastic
injection molding process. The process begins when plastic resin, in the form of
small pellets, is fed into an injection molding machine. The injection molding
machine then melts the plastic resin and injects it into a multi-cavity steel
mold, forcing the plastic resin to take the final shape of the product. At the
end of each molding cycle (generally five to 25 seconds), the plastic parts are
ejected from the mold into automated handling systems from which they are packed
in corrugated containers for further processing or shipment. After molding, the
product may be either decorated (printing, silk-screening, labeling) or
assembled (e.g., bail handles fitted to containers). The Company believes that
its molding and decorating capabilities are among the best in the industry.

      The Company's overall manufacturing philosophy is to be a low-cost
producer by using high speed molding machines, modern multi-cavity hot runner,
cold runner and insulated runner molds, extensive material handling automation
and sophisticated printing technology. The Company utilizes state-of-the-art
robotic packaging processes for large volume products, which enables the Company
to deliver a higher quality product (due to reduced breakage) while lowering
warehousing and shipping costs (due to more efficient use of space). Each plant
has complete tooling maintenance capability to support molding and decorating
operations. The Company has historically made, and intends to continue to make,
significant capital investments in plant and equipment because of the Company's
objectives to grow, improve productivity, and maintain competitive advantages.

Product Development

      The Company utilizes full-time product engineers who use three-dimensional
computer-aided-design (CAD) technology to design and modify new products and
prepare mold drawings. Engineers use an in-house model shop, which includes a
thermoforming machine, to produce prototypes and sample parts. The Company can
simulate the molding environment by running unit-cavity prototype molds in a
small injection molding machine dedicated to research and development of new
products. Production molds are then designed and outsourced for production by
various companies in the United States and Canada with whom the Company has
extensive experience and established relationships. The Company's engineers
oversee the mold-building process from start to finish.

Quality Assurance

      Each plant extensively utilizes Total Quality Management philosophies,
including the use of statistical process control and extensive involvement of
employees to increase productivity. This teamwork approach to problem-solving
increases employee participation and provides necessary training at all levels.
The Evansville, Henderson, Iowa Falls, Charlotte, Lawrence, Suffolk, Baltimore,
and Milan, plants have been approved for ISO certification, which certifies
compliance by a company with a set of shipping, trading and technology standards
promulgated by the International Standardization Organization ("ISO"). The
Company is actively pursuing ISO certification in all of the remaining
facilities. Extensive testing of parts for size, color, strength and material
quality using statistical process control (SPC) techniques and sophisticated
technology is also an ongoing part of the Company's traditional quality
assurance activities.

Systems

      Berry utilizes a fully integrated computer software system at its plants
capable of producing complete financial and operational reports. This accounting
and control system is easily expandable to add new features and/or locations as
the Company grows. In addition, the Company has in place a sophisticated quality
assurance system, a bar code based material management system and an integrated
manufacturing system.


                                      -9-
<PAGE>

Sources and Availability of Raw Materials

      The most important raw material purchased by the Company is plastic resin.
The Company purchased approximately $94.7 million of resin in fiscal 2000.
Approximately 67% of the resin pounds purchased were high density polyethylene
("HDPE"), 11% linear low density polyethylene and 22% polypropylene. The
Company's purchasing strategy is to deal with only high-quality, dependable
suppliers, such as Dow, Union Carbide, Chevron, Nova, Equistar, and ExxonMobil.
Although the Company does not have any supply requirements contracts with its
key suppliers, management believes that the Company has maintained outstanding
relationships with these key suppliers over the past several years and expects
that such relationships will continue into the foreseeable future. Based on its
experience, the Company believes that adequate quantities of plastic resins will
be available, but no assurances can be given.

Employees

      At the end of fiscal 2000, the Company had approximately 3,100 employees.
Poly-Seal Corporation, a wholly owned subsidiary, and the United Steelworkers of
America are parties to a collective bargaining agreement which expires on April
21, 2001. As of the end of fiscal 2000, 331 employees of Poly-Seal Corporation
were covered by this agreement.

Patents and Trademarks

      The Company has numerous patents and trademarks with respect to its
products. None of the patents or trademarks are considered by management to be
material to the business of the Company.

Environmental Matters and Government Regulation

      The past and present operations of the Company and the past and present
ownership and operations of real property by the Company are subject to
extensive and changing federal, state and local environmental laws and
regulations pertaining to the discharge of materials into the environment, the
handling and disposition of wastes or otherwise relating to the protection of
the environment. The Company believes that it is in substantial compliance with
applicable environmental laws and regulations. However, the Company cannot
predict with any certainty that it will not in the future incur liability under
environmental statutes and regulations with respect to non-compliance with
environmental laws, contamination of sites formerly or currently owned or
operated by the Company (including contamination caused by prior owners and
operators of such sites) or the off-site disposal of hazardous substances.

      Like any manufacturer, the Company is subject to the possibility that it
may receive notices of potential liability, pursuant to CERCLA or analogous
state laws, for cleanup costs associated with offsite waste recycling or
disposal facilities at which wastes associated with its operations have
allegedly come to be located. Liability under CERCLA is strict, retroactive and
joint and several. No such notices are currently pending.

      The Food and Drug Administration (the "FDA") regulates the material
content of direct-contact food containers and packages, including certain
thinwall containers manufactured by the Company. The Company uses approved
resins and pigments in its direct contact food products and believes it is in
material compliance with all such applicable FDA regulations.


                                      -10-
<PAGE>

      The plastics industry, including the Company, is subject to existing and
potential Federal, state, local and foreign legislation designed to reduce solid
wastes by requiring, among other things, plastics to be degradable in landfills,
minimum levels of recycled content, various recycling requirements, disposal
fees and limits on the use of plastic products. In addition, various consumer
and special interest groups have lobbied from time to time for the
implementation of these and other similar measures. The principal resin used in
the Company's products, HDPE, is recyclable, and, accordingly, the Company
believes that the legislation promulgated to date and such initiatives to date
have not had a material adverse effect on the Company. There can be no assurance
that any such future legislative or regulatory efforts or future initiatives
would not have a material adverse effect on the Company. On January 1, 1995,
legislation in Oregon, California and Wisconsin went into effect requiring
products packaged in rigid plastic containers to comply with standards intended
to encourage recycling and increased use of recycled materials. Although the
regulations vary by state, the principal requirement is the use of post consumer
regrind ("PCR") as an ingredient in containers sold for non-food uses.
Additionally, Oregon and California allow lightweighting of the container or
concentrating the product sold in the container as options for compliance.
Oregon and California provide for an exemption from all such regulations if
statewide recycling reaches or exceeds 25% of rigid plastic containers. In
September 1996, California passed a new bill exempting food and cosmetics
containers from the foregoing requirement. However, non-food containers are
still required to comply.

      In December 1996, the Department of Environmental Quality estimated that
Oregon had met its recycling goal of 25% for 1997 (based on 1996 data), and
accordingly, was in compliance for the 1997 calendar year. However, in January
1998, California formally approved a 23.2% recycling rate for the state during
1996, and since this falls below the required 25% rate for exemption of non-food
containers, the state can now begin enforcing its recycled content mandate on
any non-food plastic containers from 8 oz. to 5 gallons. The Company, in order
to facilitate individual customer compliance with these regulations, is
providing customers the option of purchasing containers with reduced weight.

Item 2. PROPERTIES

      The following table sets forth the Company's principal facilities:

<TABLE>
<CAPTION>
   Location        Acres   Square Footage                  Use                  Owned/Leased
   --------        -----   --------------                  ---                  ------------
<S>                <C>         <C>            <C>                                   <C>
Evansville, IN     18.7        409,000        Headquarters and manufacturing        Owned

Evansville, IN      2.8        123,000        Manufacturing                         Leased

Henderson, NV      12.3        157,000        Manufacturing                         Owned

Iowa Falls, IA     14.0         96,000        Manufacturing                         Owned

Charlotte, NC      37.3        146,000        Manufacturing                         Owned

Lawrence, KS       19.3        423,000        Manufacturing                         Owned

Suffolk, VA        14.0         96,000        Manufacturing                         Owned

Monroeville, OH    34.7        152,000        Manufacturing                         Owned

Norwich, England    5.0         84,000        Manufacturing                         Owned

Woodstock, IL      11.7        169,000        Manufacturing                         Owned

Streetsboro, OH    12.0        143,000        Manufacturing                         Owned

Baltimore, MD       9.9        241,000        Manufacturing                         Owned

Milan, Italy       11.6        104,000        Manufacturing                         Leased
</TABLE>

      The Company believes that its property and equipment are well-maintained,
in good operating condition and adequate for its present needs.


                                      -11-
<PAGE>

Item 3. LEGAL PROCEEDINGS

      The Company is party to various legal proceedings involving routine claims
which are incidental to its business. Although the Company's legal and financial
liability with respect to such proceedings cannot be estimated with certainty,
the Company believes that any ultimate liability would not be material to its
financial condition.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      By Written Consent in Lieu of a Meeting of Stockholders of Holding dated
as of December 30, 2000, a majority of the stockholders approved an increase in
the size of Holding's stock option plan to permit the issuance of additional
stock options to employees. The number of shares of Class B Nonvoting Common
Stock of Holding reserved for issuance under the Amended and Restated BPC
Holding Corporation 1996 Stock Option Plan was increased by 15,000 shares, to a
total of 76,620 shares.


                                      -12-
<PAGE>

                                     PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      There is no public trading market for any class of common stock of Holding
or the Company. With respect to the capital stock of Holding, as of March 9,
2001, there were three holders of the Class A Voting Common Stock, three holders
of the Class A Nonvoting Common Stock, 41 holders of the Class B Voting Common
Stock, 103 holders of the Class B Nonvoting Common Stock and 40 holders of the
Class C Nonvoting Common Stock. All of the issued and outstanding common stock
of the Company is held by Holding.

      On April 21, 1994, the Company paid a $50.0 million dividend, which was
financed through the issuance of $100.0 million aggregate principal amount of
12.25% Berry Plastics Corporation Senior Subordinated Notes, due 2004, to
Holding, the holder of all of its common stock. Holding utilized the $50.0
million dividend to make a distribution to the holders of its common stock and
holders of certain other equity interests.

      Other than the payment of the $50.0 million distribution described above,
Holding has not paid cash dividends on its capital stock. Because Holding
intends to retain any earnings to provide funds for the operation and expansion
of the Company's business and to repay outstanding indebtedness, Holding does
not intend to pay cash dividends on its common stock in the foreseeable future.
Furthermore, as a holding company with no independent operations, the ability of
Holding to pay cash dividends will be dependent on the receipt of dividends or
other payments from the Company. Under the terms of the Indenture dated as of
April 21, 1994 (the "1994 Indenture"), among the Company, Holding, Berry Iowa
Corporation, Berry Tri-Plas and United States Trust Company of New York, as
Trustee ("U.S. Trust"), the Indenture dated June 18, 1996 (the "1996
Indenture"), between Holding and First Trust of New York, National Association,
as Trustee, and also the Indenture dated August 24, 1998 (the "1998 Indenture")
and the Indenture dated July 6, 1999 (the "1999 Indenture"), among Holding, all
of its direct and indirect subsidiaries and U.S. Trust, Holding and the Company
are not permitted to pay any dividends on their common stock for the foreseeable
future. In addition, the Company's senior credit facility contains covenants
that, among other things, restricts the payment of dividends by the Company. In
addition, Delaware law limits Holding's ability to pay dividends from current or
historical earnings or profits or capital surplus. Any determination to pay cash
dividends on common stock of the Company or Holding in the future will be at the
discretion of the Board of Directors of the Company and Holding, respectively.


                                      -13-
<PAGE>

Item 6. SELECTED FINANCIAL DATA

      The following selected financial data are derived from the consolidated
financial statements of Holding which have been audited by Ernst & Young LLP,
independent auditors. The data should be read in connection with the
consolidated financial statements, related notes and other financial information
included herein. Holding's fiscal year is a 52/53 week period ending generally
on the Saturday closest to December 31. All references herein to "2000," "1999,"
"1998," "1997," and "1996," relate to the fiscal years ended December 30, 2000,
January 1, 2000, January 2, 1999, December 27, 1997, and December 28, 1996,
respectively.

<TABLE>
<CAPTION>
                                                                                BPC Holding Corporation
                                                                                         Fiscal
                                                         ---------------------------------------------------------------------
                                                            2000           1999           1998           1997           1996
                                                         ---------      ---------      ---------      ---------      ---------
                                                                               (in thousands of dollars)
<S>                                                      <C>            <C>            <C>            <C>            <C>
Statement of Operations Data:
     Net sales                                           $ 408,088      $ 328,834      $ 271,830      $ 226,953      $ 151,058
     Cost of goods sold                                    312,119        241,067        199,227        180,249        110,110
                                                         ---------      ---------      ---------      ---------      ---------
     Gross margin                                           95,969         87,767         72,603         46,704         40,948
     Operating expenses (a)                                 65,862         54,118         44,001         30,505         23,679
                                                         ---------      ---------      ---------      ---------      ---------
     Operating income                                       30,107         33,649         28,602         16,199         17,269
     Other expenses (b)                                        877          1,416          1,865            226            302
     Interest expense, net (c)                              51,457         40,817         34,556         30,246         20,075
                                                         ---------      ---------      ---------      ---------      ---------

          Loss before income taxes and extraordinary
          item                                             (22,227)        (8,584)        (7,819)       (14,273)        (3,108)
     Income taxes (benefit)                                   (142)           554           (249)           138            239
                                                         ---------      ---------      ---------      ---------      ---------
          Loss before extraordinary item                   (22,085)        (9,138)        (7,570)       (14,411)        (3,347)
     Extraordinary item, net of tax (d)                      1,022             --             --             --             --
                                                         ---------      ---------      ---------      ---------      ---------

          Net loss                                         (23,107)        (9,138)        (7,570)       (14,411)        (3,347)
          Preferred stock dividends                          6,655          3,776          3,551          2,558          1,116
          Amortization of preferred stock discount             768            292            292             74             --
                                                         ---------      ---------      ---------      ---------      ---------

     Net loss attributable to common shareholders        $ (30,530)     $ (13,206)     $ (11,413)     $ (17,043)     $  (4,463)
                                                         =========      =========      =========      =========      =========

Balance Sheet Data (at end of year):
     Working capital                                     $  20,470      $  10,527      $   4,762      $  20,863      $  15,910
     Fixed assets                                          179,804        146,792        120,005        108,218         55,664
     Total assets                                          413,122        340,807        255,317        239,444        145,798
     Total debt                                            468,806        403,989        323,298        306,335        216,046
     Stockholders' equity (deficit)                       (137,997)      (133,471)      (120,357)      (108,975)       (97,550)

Other Data:
     Depreciation and amortization (e)                      42,148      $  31,795      $  24,830      $  19,026      $  11,331
     Capital expenditures                                   31,530         30,738         22,595         16,774         13,581
</TABLE>

----------

(a)   Operating expenses include business start-up and machine integration
      expenses of $2,237 related to recent acquisitions, litigation expenses of
      $700 related to a drink cup patent, and plant consolidation expenses of
      $3,702 related to the shutdown and reorganization of facilities during
      fiscal 2000; business start-up and machine integration expenses of $3,647
      related to recent acquisitions and plant consolidation expenses of $1,501
      related to the shutdown and reorganization of facilities during fiscal
      1999; business start-up and machine integration expenses of $1,272 related
      to the businesses acquired in 1997, plant consolidation expenses of $2,370
      and $191 related to the shutdown of the Anderson, South Carolina and Reno,
      Nevada facilities, and start-up expenses of $109 and $142 related to the
      Norwich and Knight Acquisitions, respectively, during fiscal 1998;
      business start-up and machine integration expenses of $3,255 related to
      the businesses acquired in 1997, plant consolidation expenses of $480 and
      $368 related to the shutdown of the Winchester, Virginia and Reno, Nevada
      facilities, respectively, during fiscal 1997; and one-time compensation
      expense of $2,762, Tri-Plas Acquisition start-up expenses of $671 and $907
      for costs related to the consolidation of the Winchester, Virginia
      facility during fiscal 1996.

(b)   Other expenses consist of loss on disposal of property and equipment for
      the respective years.

(c)   Includes non-cash interest expense of $18,047, $15,567, $14,824, $13,065,
      and $7,256, in fiscal 2000, 1999, 1998, 1997, and 1996, respectively.

(d)   Extraordinary item relates to deferred financing and origination fees
      written off as a result of amending the senior credit facility.

(e)   Depreciation and amortization excludes non-cash amortization of deferred
      financing and origination fees and debt premium/discount amortization
      which are included in interest expense.


                                      -14-
<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      Unless the context discloses otherwise, the "Company" as used in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations shall include Holding and its subsidiaries on a consolidated basis.
The following discussion should be read in conjunction with the consolidated
financial statements of Holding and its subsidiaries and the accompanying notes
thereto, which information is included elsewhere herein.

      The Company is highly leveraged. The high degree of leverage could have
important consequences, including, but not limited to, the following: (i) a
substantial portion of Berry's cash flow from operations must be dedicated to
the payment of principal and interest on its indebtedness, thereby reducing the
funds available to Berry for other purposes; (ii) Berry's ability to obtain
additional debt financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may be
impaired; (iii) certain of Berry's borrowings will be at variable rates of
interest, which will expose Berry to the risk of higher interest rates; (iv) the
indebtedness outstanding under the senior credit facility is secured by
substantially all of the assets of Berry; (v) Berry is substantially more
leveraged than certain of its competitors, which may place Berry at a
competitive disadvantage, particularly in light of its acquisition strategy; and
(vi) Berry's degree of leverage may hinder its ability to adjust rapidly to
changing market conditions and could make it more vulnerable in the event of a
downturn in general economic conditions or its business.

      Consolidated earnings have been insufficient to cover fixed charges by
$20.5 million, $7.1 million, and $7.0 million for fiscal years 2000, 1999, and
1998, respectively. In addition, Holding has experienced consolidated net losses
during each of such periods principally as a result of expenses and charges
incurred in connection with acquisitions by Berry. These net losses were $23.1
million, $9.1 million, and $7.6 million for fiscal 2000, 1999, and 1998. Holding
expects that it will continue to experience consolidated net losses for the
foreseeable future.

Year Ended December 30, 2000 Compared to Year Ended January 1, 2000

      Net Sales. Net sales increased 24% to $408.1 million in 2000, up $79.3
million from $328.8 million in 1999, including an approximate 5% increase in net
selling price due to increased raw material costs. Overcap and closure net sales
increased $31.2 million, primarily due to the Poly-Seal Acquisition and Capsol
Acquisition which provided combined 2000 net sales of $32.3 million. Container
sales increased $42.5 million, primarily due to the Cardinal Acquisition and
increased selling prices, despite a large custom program in 1999 that did not
reoccur in 2000. Net sales in the drink cup and housewares segment increased
$5.6 million in 2000 primarily as a result of a significant new product and
strong retail demand in housewares.

      Gross Margin. Gross margin increased $8.2 million or 9% from $87.8 million
(27% of net sales) in 1999 to $96.0 million (24% of net sales) in 2000. This
increase of 9% includes the combined impact of the added Poly-Seal, Capsol, and
Cardinal sales volume, acquisition integration, and productivity improvement
initiatives offset partially by the cyclical impact of higher raw material
costs. The cost of the Company's primary raw material, resin, increased
approximately 36% in 2000 when compared to 1999. A major focus continues to be
the consolidation of products and business of recent acquisitions to the most
efficient tooling, providing customers with improved products and customer
service. As part of the integration, the Company closed its York, Pennsylvania
facility and removed remaining production from its Minneapolis, Minnesota
facility (acquired in the Cardinal Acquisition) in the fourth quarter of 2000.
Additionally, the Company closed its Arlington Heights, Illinois facility
(acquired in the Knight Acquisition) in the first quarter of 1999 and its
Ontario, California facility (acquired in the Cardinal Acquisition) in the third
quarter of 1999. In addition, the Company made two configuration changes that
were completed in the fourth quarter of 1999 with the Minneapolis, Minnesota and
Iowa Falls, Iowa locations closing their molding operations. The business from
these locations are distributed throughout Berry's facilities. Also, significant
productivity improvements were made during the year, including the addition of
state-of-the-art injection molding equipment, molds and printing equipment at
several of the Company's facilities.


                                      -15-
<PAGE>

      Operating Expenses. Operating expenses during 2000 were $65.9 million (16%
of net sales), compared with $54.1 million (16% of net sales) for 1999. Selling
expenses increased $4.2 million, almost all as a result of acquired businesses.
General and administrative expenses increased $2.4 million in 2000 primarily as
a result of recent acquisitions, but was partially offset by decreased accrued
bonus expenses. Research and development costs increased $0.3 million to $2.6
million in 2000 primarily as a result of increased new product requests from
customers and productivity improvement initiatives. Intangible asset
amortization increased from $7.2 million in 1999 to $10.6 million for 2000,
primarily a result of the amortization of goodwill ascribed to acquired
companies in 1999 and 2000. Other expenses were $6.6 million for 2000 compared
to $5.1 million for 1999. Other expenses in 2000 include business start-up and
machine integration expenses of $2.2 million related to recent acquisitions,
plant consolidation expenses of $3.7 million related to the shutdown and
reorganization of facilities, and $0.7 million of litigation expenses related to
a drink cup patent. Other expenses in 1999 include business start-up and machine
integration expenses of $3.6 million related to recent acquisitions and plant
consolidation expenses of $1.5 million related to the shutdown and
reorganization of facilities.

      Interest Expense, Net. Net interest expense, including amortization of
deferred financing costs for 2000, was $51.5 million (13% of net sales) compared
to $40.8 million (12% of net sales) in 1999, an increase of $10.7 million. This
increase is attributed to interest on borrowings related to the acquired
businesses in 1999 and 2000, but was offset partially by principal reductions.
Cash interest paid in 2000 was $32.8 million as compared to $29.8 million for
1999.

      Income Taxes. During fiscal 2000, the Company recorded a benefit of $0.1
million for income taxes compared to an expense of $0.6 million for fiscal 1999.
The Company continues to operate in a net operating loss carryforward position
for federal income tax purposes.

      Extraordinary Item. As a result of amending the Company's senior credit
facility, $1.0 million of deferred financing and origination fees related to the
facility have been charged to expense in 2000 as an extraordinary item.

      Net Loss. The Company recorded a net loss of $23.1 million in 2000
compared to a $9.1 million net loss in 1999 for the reasons stated above.

Year Ended January 1, 2000 Compared to Year Ended January 2, 1999

      Net Sales. Net sales increased 21% to $328.8 million in 1999, up $57.0
million from $271.8 million in 1998, including an approximate 1% increase in net
selling price due to increased raw material costs. Plastic packaging product net
sales increased $53.2 million in fiscal 1999. Within this segment, aerosol
overcap net sales increased $17.3 million primarily due to the Knight
Acquisition. In addition, container sales increased $27.5 million, primarily due
to the Cardinal Acquisition and continued market strength of base products. Net
sales in the drink cup product line decreased $6.2 million in 1999 primarily as
a result of a large promotion in 1998 and increased competition in the drink cup
market. Other plastic packaging product lines, including closures and custom
molded products, increased $14.5 million due to a large custom program in 1999
and the acquisition of Berry UK in 1998. Housewares net sales increased $3.9
million or 18% in 1999 due primarily to new products and strong consumer demand.

      Gross Margin. Gross margin increased $15.2 million or 21% from $72.6
million (27% of net sales) in 1998 to $87.8 million (27% of net sales) in 1999.
This increase of 21% includes the combined impact of the added Cardinal, Berry
UK, and Knight sales volume, acquisition integration, and productivity
improvement initiatives offset partially by higher raw material costs. A major
focus continues to be the consolidation of products and business of recent
acquisitions to the most efficient tooling, providing customers with improved
products and customer service. As part of the integration, the Company closed
its Arlington Heights, Illinois facility (acquired in the Knight Acquisition) in
the first quarter of 1999 and its Ontario, California facility (acquired in the
Cardinal Acquisition) in the third quarter of 1999. In addition, the Company
made two configuration changes that were completed in the fourth quarter of 1999
with the Minneapolis, Minnesota (acquired in the Cardinal Acquisition) and Iowa
Falls, Iowa locations closing their molding operations. The business from these
locations are distributed throughout Berry's facilities. Also, significant
productivity improvements were made during the year, including the addition of
state-of-the-art injection molding equipment, molds and printing equipment at
several of the Company's facilities.


                                      -16-
<PAGE>

      Operating Expenses. Operating expenses during 1999 were $54.1 million (16%
of net sales), compared with $44.0 million (16% of net sales) for 1998. Selling
expenses increased $2.6 million, almost all a result of expanded sales coverage
and recent acquisitions. General and administrative expenses increased $2.7
million in 1999 primarily as a result of recent acquisitions. Research and
development costs increased $0.6 million to $2.3 million in 1999 primarily as a
result of increased new product requests from customers and productivity
improvement initiatives. Intangible amortization increased from $4.1 million in
1998 to $7.2 million for 1999, primarily a result of the amortization of
goodwill ascribed to acquired companies in 1998 and 1999. Other expenses were
$5.1 million for 1999 compared to $4.1 million for 1998. Other expenses in 1999
include business start-up and machine integration expenses of $3.6 million
related to recent acquisitions and plant consolidation expenses of $1.5 million
related to the shutdown and reorganization of facilities. Other expenses in 1998
include business start-up and machine integration expenses of $1.5 million
related to recent acquisitions and plant consolidation expenses of $2.6 million
related to the shutdown of facilities.

      Interest Expense, Net. Net interest expense, including amortization of
deferred financing costs for 1999, was $40.8 million (12% of net sales) compared
to $34.6 million (13% of net sales) in 1998, an increase of $6.2 million. This
increase is attributed to interest on borrowings related to the acquired
businesses in 1998 and 1999 offset partially by principal reductions. Cash
interest paid in 1999 was $29.8 million as compared to $33.2 million for 1998.

      Income Taxes. During fiscal 1999, the Company recorded an expense of $0.6
million for income taxes compared to a benefit of $0.2 million for fiscal 1998.
The Company continues to operate in a net operating loss carryforward position
for federal income tax purposes.

      Net Loss. The Company recorded a net loss of $9.1 million in 1999 compared
to a $7.6 million net loss in 1998 for the reasons stated above.

Income Tax Matters

      Holding has unused operating loss carryforwards of $44.0 million for
federal income tax purposes which begin to expire in 2010. Alternative minimum
tax credit carryforwards of approximately $3.1 million are available to Holding
indefinitely to reduce future years' federal income taxes.

Liquidity and Capital Resources

      The Company has a financing and security agreement (the "Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured credit facility (the "Credit Facility"). As of December 30, 2000, the
Credit Facility provides the Company with (i) a $70.0 million revolving line of
credit ("US Revolver"), subject to a borrowing base formula, (ii) a $2.4 million
(using the December 30, 2000 exchange rate) revolving line of credit denominated
in British Sterling in the U.K. ("UK Revolver"), subject to a separate borrowing
base formula, (iii) a $72.1 million term loan facility, (iv) a $3.5 million
(using the December 30, 2000 exchange rate) term loan facility denominated in
British Sterling in the U.K. ("UK Term Loan") and (v) a $4.2 million standby
letter of credit facility to support the Company's and its subsidiaries'
obligations under the Nevada Bonds. At December 30, 2000, the Company had unused
borrowing capacity under the Credit Facility's revolving line of credit of
approximately $25.1 million. The indebtedness under the Credit Facility is
guaranteed by Holding and all of its subsidiaries (other than its subsidiaries
in Italy). The obligations of the Company and the subsidiaries under the Credit
Facility and the guarantees thereof are secured by substantially all of the
assets of such entities.

      CBP Holdings, S.r.l. has a revolving credit facility (the "Italy
Revolver") from Bank of America for $12.7 million (using the December 30, 2000
exchange rate) denominated in Euros. Bank of America also extends working
capital financing (the "Italy Working Capital Line") of up to $1.5 million
(using the December 30, 2000 exchange rate) denominated in Euros. The full
amount available under the Italy Revolver and the Italy Working Capital Line are
applied to reduce amounts available under the US Revolver, as does the
outstanding balance under the UK Revolver.


                                      -17-
<PAGE>

      The Credit Facility requires the Company to comply with specified
financial ratios and tests, including a minimum Tangible Capital Funds (as
defined in the Credit Facility) test, maximum leverage ratio, interest coverage
ratio, debt service coverage ratio and a fixed charge coverage ratio. The
requirements of these tests may change on a quarterly basis. At December 30,
2000, the Credit Facility required the Company to have Tangible Capital Funds of
not less than $76.6 million and a maximum leverage ratio of 4.25. In addition,
the interest, debt service, and fixed charge coverage ratios could not be less
than 2.0, 1.5, and 1.0, respectively. At December 30, 2000, the last quarterly
test date, the Company was in compliance with all of the financial covenants
tested on such date.

      The Credit Facility matures on January 21, 2002 unless previously
terminated by the Company or by the lenders upon an Event of Default as defined
in the Financing Agreement. The term loan facility requires periodic payments,
varying in amount, through the maturity of the facility. Interest on borrowings
under the Credit Facility is based on either (i) the lender's base rate (which
is the higher of the lender's prime rate and the federal funds rate plus 0.5%)
plus an applicable margin of 0.0% to 0.75% or (ii) eurodollar LIBOR (adjusted
for reserves) plus an applicable margin of 2.0% to 2.75%, at the Company's
option (8.9% at December 30, 2000 and 8.1% at January 1, 2000). Following
receipt of the quarterly financial statements, the agent under the Credit
Facility shall change the applicable interest rate margin on loans (other than
under the UK Revolver and UK Term Loan) once per quarter to a specified margin
determined by the ratio of funded debt to EBITDA of the Company and its
subsidiaries. Notwithstanding the foregoing, interest on borrowings under the UK
Revolver and the UK Term Loan is based on sterling LIBOR (adjusted for reserves)
plus 2.5%. Interest on borrowings under the Italy Revolver and the Italy Working
Capital Line is based on EURIBOR plus 2.0%.

      On July 17, 2000, Berry obtained a second lien senior credit facility from
General Electric Capital Corporation for an aggregate principal amount of $25.0
million (the "Second Lien Senior Facility"), resulting in net proceeds of $24.3
million after fees and expenses. The proceeds were utilized to reduce amounts
then outstanding under the US Revolver. The indebtedness is guaranteed by
Holding and all of its subsidiaries (other than its subsidiaries in Italy). The
Second Lien Senior Facility is secured by a second priority lien on
substantially the same collateral as the collateral for the Credit Facility. The
$25.0 million principal amount is due upon the Second Lien Senior Facility's
maturity on July 1, 2002. Interest is based on either (i) the lender's base rate
(which is the higher of the prime rate and the federal funds rate plus 0.5%)
plus an applicable margin of 3.0% or (ii) eurodollar LIBOR (adjusted for
reserves) plus an applicable margin of 4.5%, at the Company's option (11.1% at
December 30, 2000). The covenants under the Second Lien Senior Facility are
substantially the same as those in the Credit Facility.

      The 1994 Indenture, the 1996 Indenture, the 1998 Indenture, and 1999
Indenture restrict the Company's ability to incur additional debt and contain
other provisions which could limit the liquidity of the Company. At December 30,
2000, the Company had unused borrowing capacity under the Credit Facility's
borrowing base of $25.1 million, which is not considered additional indebtedness
under the 1994 Indenture, 1996 Indenture, 1998 Indenture or 1999 Indenture. Any
additional indebtedness above the borrowing base requires approval from the
Credit Facility's lenders.

      The 1994 Indenture, 1998 Indenture, and 1999 Indenture restrict, and the
Credit Facility prohibits, Berry's ability to pay any dividend or make any
distribution of funds to Holding to satisfy interest and other obligations on
Holding's 12.50% Series B Senior Secured Notes due 2006 (the "1996 Notes").
Interest on the 1996 Notes is payable semi-annually on June 15 and December 15
of each year. However, from December 15, 1999 until June 15, 2001, Holding may,
at its option, pay interest, at an increased rate of 0.75% per annum, in
additional 1996 Notes valued at 100% of the principal amount thereof. Holding
has issued an additional approximately $22.3 million aggregate principal amount
of 1996 Notes in satisfaction of its interest obligation. Holding's ability to
pay principal and interest in cash on the 1996 Notes and Berry's ability to pay
principal and interest on the notes issued under the 1994 Indenture, 1998
Indenture, and 1999 Indenture will depend on Berry's financial and operating
performance, which in turn are subject to prevailing economic conditions and to
certain financial, business and other factors beyond its control. Based on
historical operating results, management believes that sufficient monies are
available from Berry under the tax sharing agreement to enable Holding to make
the December 2001 cash interest payment on the 1996 Notes, subject to Berry's
ability to generate sufficient operating results to comply with covenants under
the senior credit facility. However, if Berry cannot generate sufficient cash
flow from operations to meet its obligations, then the Company may be forced to
take actions such as reducing or delaying capital expenditures, selling assets,
restructuring or refinancing its indebtedness, or seeking additional equity
capital. There is no assurance that any of these actions could be effected on
satisfactory terms, if at all.


                                      -18-
<PAGE>

      Net cash provided by operating activities was $36.1 million in 2000 as
compared to $36.0 million in 1999. Net cash provided by operating activities was
$34.1 million in 1998. The increase in 1999 was primarily the result of improved
operating performance as the Company's net loss plus non-cash expenses improved
$5.8 million.

      Capital expenditures in 2000 were $31.5 million, an increase of $0.8
million from $30.7 million in 1999. Capital expenditures totaled $22.6 million
in 1998. Capital expenditures in 2000 included investments of $7.6 million for
facility renovations, production systems and offices necessary to support
production operating levels throughout the Company, $13.6 million for molds,
$7.5 million for molding and printing machines, and $2.8 million for accessory
equipment and systems. Included in 2000 capital expenditures was $19.4 million
for major projects, including building expansions and new equipment for future
growth. The capital expenditure budget for 2001 is expected to be $30.1 million.

      Net cash provided by financing activities was $72.0 million in 2000 as
compared to $71.1 million in 1999. Net cash provided by financing activities was
$71.1 million in 1999 as compared to $17.6 million in 1998. The $53.5 million
increase can be attributed primarily to the 1999 Notes issuance of $75.0 million
to finance the Cardinal Acquisition.

      Increased working capital needs occur whenever the Company experiences
strong incremental demand or a significant rise in the cost of raw material,
particularly plastic resin. However, the Company anticipates that its cash
interest, working capital and capital expenditure requirements for 2001 will be
satisfied through a combination of funds generated from operating activities and
cash on hand, together with funds available under the Credit Facility.
Management bases such belief on historical experience and the substantial funds
available under the Credit Facility. However, the Company cannot predict its
future results of operations. At December 30, 2000, the Company's cash balance
was $2.1 million, and Berry had unused borrowing capacity under the Credit
Facility's borrowing base of $25.1 million.

General Economic Conditions and Inflation

      The Company faces various economic risks ranging from an economic downturn
adversely impacting the Company's primary markets to market fluctuations in
plastic resin prices. In the short-term, rapid increases in resin cost may not
be fully recovered through price increases to customers. Also, shortages of raw
materials may occur from time to time. In the long-term, however, raw material
availability and price changes generally do not have a material adverse effect
on gross margin. Cost changes generally are passed through to customers. In
addition, the Company believes that its sensitivity to economic downturns in its
primary markets is less significant due to its diverse customer base and its
ability to provide a wide array of products to numerous end markets.

      The Company believes that it is not affected by inflation except to the
extent that the economy in general is thereby affected. Should inflationary
pressures drive costs higher, the Company believes that general industry
competitive price increases would sustain operating results, although there can
be no assurance that this will be the case.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


                                      -19-
<PAGE>

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          Index to Financial Statements

<TABLE>
<S>                                                                          <C>
Report of Independent Auditors                                               F-1

Consolidated Balance Sheets at December 30, 2000 and January 1, 2000         F-2

Consolidated Statements of Operations for the years ended December 30,
  2000, January 1, 2000, and January 2, 1999                                 F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit) for
  the years ended December 30, 2000, January 1, 2000, and January 2, 1999    F-5

Consolidated Statements of Cash Flows for the years ended December 30,
  2000, January 1, 2000, and January 2, 1999                                 F-6

Notes to Consolidated Financial Statements                                   F-7

                     Index to Financial Statement Schedules

II. Valuation and Qualifying Accounts                                        S-1

</TABLE>

      All other schedules have been omitted because they are not applicable or
not required or because the required information is included in the consolidated
financial statements or notes thereto.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      Not applicable.


                                      -20-
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table sets forth certain information with respect to the
executive officers, directors and certain key personnel of Holding and its
subsidiaries:

<TABLE>
<CAPTION>
                    Name                         Age                     Title                           Entity
                    ----                         ---                     -----                           ------
<S>                                              <C>     <C>                                       <C>
Roberto Buaron(1)(4).....................        54      Chairman and Director                     Company and Holding
Martin R. Imbler(1)(4)...................        53      President, Chief Executive Officer        Company and Holding
                                                         and Director
Ira G. Boots.............................        46      Executive Vice President, Chief           Company
                                                         Operating Officer, and Director
James M. Kratochvil......................        44      Executive Vice President, Chief           Company and Holding
                                                         Financial Officer, Treasurer and
                                                         Secretary
R. Brent Beeler..........................        48      Executive Vice President and              Company
                                                         General Manager - Containers
William J. Herdrich......................        51      Executive Vice President and              Company
                                                         General Manager - Overcaps and
                                                         Closures
Bruce J. Sims............................        51      Executive Vice President and              Company
                                                         General Manager - Drink Cups and
                                                         Housewares
Lawrence G. Graev(2)(3)..................        56      Director                                  Company and Holding
Joseph S. Levy(2)(3).....................        32      Vice President, Assistant Secretary       Company and Holding
                                                         and Director
Donald J. Hofmann, Jr.(1)(2)(3)(4).......        43      Director                                  Company and Holding
Mathew J. Lori...........................        37      Director                                  Company and Holding
David M. Clarke..........................        50      Director                                  Company and Holding
</TABLE>

----------
(1)   Member of the Stock Option Committee of Holding.
(2)   Member of the Audit Committee of Holding.
(3)   Member of the Audit Committee of the Company.
(4)   Member of the Compensation Committee of the Company.


                                      -21-
<PAGE>

      Roberto Buaron has been Chairman and a Director of the Company since it
was organized in December 1990. He has also served as Chairman and a Director of
Holding since 1990. He is the Chairman and Chief Executive Officer of First
Atlantic Capital, Ltd. ("First Atlantic"), which he founded in 1989. From 1987
to 1989, he was an Executive Vice President with Overseas Partners, Inc., an
investment management firm. From 1983 to 1986 he was First Vice President of
Smith Barney, Inc., and a General Partner of First Century Partnership, its
venture capital affiliate. Prior to 1983, he was a Principal at McKinsey &
Company.

      Martin R. Imbler has been President, Chief Executive Officer and a
Director of the Company since January 1991. He has also served as a Director of
Holding since January 1991, and as President of Holding since May 1996. From
June 1987 to December 1990, he was President and Chief Executive Officer of
Risdon Corporation, a cosmetic packaging company. Mr. Imbler was employed by
American Can Company from 1981 to 1987, as Vice President and General Manager of
the East/South Region Food and General Line Packaging business from 1985 to 1987
and as Vice President, Marketing, from 1981 to 1985.

      Ira G. Boots has been Executive Vice President and a Director of the
Company and has been Chief Operating Officer since April 1992 and August 2000,
respectively. Prior to that, Mr. Boots was Vice President of Operations,
Engineering and Product Development of the Company from December 1990 to April
1992. Mr. Boots was employed by Old Berry from 1984 to December 1990 as Vice
President, Operations.

      James M. Kratochvil has been Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company since December 1997. He formerly
served as Vice President, Chief Financial Officer and Secretary of the Company
since 1991, and as Treasurer of the Company since May 1996. He was also promoted
to Executive Vice President, Chief Financial Officer and Secretary of Holding in
December 1997. He formerly served as Vice President, Chief Financial Officer and
Secretary of Holding since 1991. Mr. Kratochvil was employed by Old Berry from
1985 to 1991 as Controller.

      R. Brent Beeler has been Executive Vice President and General Manager -
Containers of the Company since August 2000. Prior to that, Mr. Beeler was
Executive Vice President, Sales and Marketing of the Company since February 1996
and Vice President, Sales and Marketing of the Company since December 1990. Mr.
Beeler was employed by Old Berry from October 1988 to December 1990 as Vice
President, Sales and Marketing.

      William J. Herdrich has been Executive Vice President and General Manager
- Aerosol Overcaps and Closures of the Company since August 2000. From May 2000
to August 2000, Mr. Herdrich was a consultant to the Company. From April 1994 to
May 2000, Mr. Herdrich was President, Executive Vice President and General
Manager of Poly-Seal Corporation. Mr. Herdrich was employed by Seaquist Closures
from 1990 to April 1994 as Executive Vice President.

      Bruce J. Sims has been Executive Vice President and General Manager -
Drink Cups and Housewares of the Company since August 2000. He formerly served
as Executive Vice President, Sales and Marketing, Housewares of the Company
since January 1997. Prior to the PackerWare Acquisition, Mr. Sims served as
President of PackerWare from March 1996 to January 1997 and as Vice President
from October 1994 to March 1996. From January 1990 to October 1994 he was Vice
President of the Miner Container Corporation, a national injection molder.

      Lawrence G. Graev has been a Director of the Company and Holding since
August 1995. Mr. Graev is a partner in the law firm of O'Sullivan Graev &
Karabell, LLP of New York, where he has been a partner since 1974. Mr. Graev is
also a Director of First Atlantic.

      Joseph S. Levy has been Vice President and Assistant Secretary of the
Company and Holding since April 1995. Mr. Levy has been a Director of Holding
and the Company since April 1998. Mr. Levy has been Principal of First Atlantic
since December 1999, and prior to that Mr. Levy had been a Vice President.

      Donald J. Hofmann, Jr. has been a Director of Holding and the Company
since June 1996. Mr. Hofmann has been a Partner of J.P. Morgan Partners, LLC
(formerly Chase Capital Partners), a global private equity organization with
over $20 billion under management, since September 1992. J.P. Morgan Partners
provides equity and mezzanine debt financing for management buyouts and
recapitalizations, growth equity and venture capital. Mr. Hofmann is also a
director of Advanced Accessory Systems, LLC, United Auto Group and Pliant
Corporation.


                                      -22-
<PAGE>

      Mathew J. Lori has been a Director of Holding and the Company since
October 1996. Mr. Lori has been a Principal with J.P. Morgan Partners, LLC
(formerly Chase Capital Partners) since January 1998, and prior to that, Mr.
Lori had been an Associate since April 1996. From September 1993 to March 1996,
he was an Associate in the Merchant Banking Group of The Chase Manhattan Bank,
N.A.

      David M. Clarke has been a Director of Holding and the Company since June
1996. Mr. Clarke is a Managing Director with Aetna Life Insurance Company,
Private Equity and, prior to that, he had been a Vice President in the
Investment Group of Aetna Life Insurance Company from 1988 to 1996.

The Stockholders Agreement (as defined herein) contains provisions regarding the
election of directors. See "Certain Relationships and Related Transactions -
Stockholders Agreements."

Board Committees

      The Board of Directors of Holding has an Audit Committee and a Stock
Option Committee, and the Board of Directors of the Company has an Audit
Committee and a Compensation Committee. The Audit Committees oversee the
activities of the independent auditors and internal controls. The Stock Option
Committee administers the BPC Holding Corporation 1996 Stock Option Plan. The
Compensation Committee makes recommendations to the Board of Directors of the
Company concerning salaries and incentive compensation for officers and
employees of the Company.

Item 11. EXECUTIVE COMPENSATION

      The following table sets forth a summary of the compensation paid by the
Company to its Chief Executive Officer and the four other most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers") for services rendered in all capacities to the Company
during fiscal 2000, 1999, and 1998:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                  Long Term
                                                                      Annual Compensation        Compensation
                                                                      -------------------        ------------

                                                                                                  Securities
                                                    Fiscal                                         Underlying           Other
             Name and Principal Position             Year           Salary             Bonus       Options (#)      Compensation(1)
             ---------------------------             ----           ------             -----       -----------      ---------------
<S>                                                  <C>           <C>               <C>               <C>             <C>
Martin R. Imbler                                     2000          $ 390,122         $ 137,235         $--             $ 1,670
     President and Chief Executive Officer           1999            362,940           121,201          --               1,620
                                                     1998            327,397            46,697          --               1,620

Ira G. Boots                                         2000            289,328           150,000          --               1,670
     Executive Vice President and Chief Operating    1999            251,163            95,486          --               1,620
     Officer                                         1998            176,631            39,024          --               1,620

James M. Kratochvil                                  2000            212,049           120,000          --               1,604
     Executive Vice President, Chief Financial       1999            200,894            80,083          --               1,620
     Officer, Treasurer and Secretary                1998            142,483            30,413          --               1,620

R. Brent Beeler                                      2000            257,236           135,000          --               1,670
     Executive Vice President and General            1999            226,504            79,350          --               1,620
     Manager - Containers                            1998            145,218            32,621          --               1,620

Bruce J. Sims                                        2000            193,055           114,000          --               1,627
     Executive Vice President and General            1999            190,922            95,486          --               1,620
     Manager - Drink Cups and Housewares             1998            163,518            39,024          --               1,620
</TABLE>

----------
(1)   Amounts shown reflect contributions by the Company under the Company's
      401(k) plan.


                                      -23-
<PAGE>

Fiscal Year-End Option Holdings

      The following table provides information on the number of exercisable and
unexercisable management stock options held by the Named Executive Officers at
December 30, 2000.

                        FISCAL YEAR-END OPTION VALUES(1)

                          Number of Unexercised         Value of Unexercised
                                Options at              In-the-Money Options
                             Fiscal Year-End             at Fiscal Year-End
      Name              Exercisable/Unexercisable    Exercisable/Unexercisable
      ----              -------------------------    -------------------------
                                  (#)(2)                        (2)

Martin R. Imbler               6,778/1,694              $854,028/$213,444
Ira G. Boots                   4,171/1,043               525,546/131,418
James M. Kratochvil             2,607/652                 328,482/82,152
R. Brent Beeler                 2,607/652                 328,482/82,152
Bruce J. Sims                    780/520                  92,040/61,360

----------
(1)   None of Holding's capital stock is currently publicly traded. The values
      reflect management's estimate of the fair market value of the Class B
      Nonvoting Common Stock at December 30, 2000.
(2)   All options granted to management of the Company are exercisable for
      shares of Class B Nonvoting Common Stock, par value $.01 per share, of
      Holding.

Director Compensation

      Directors receive no cash consideration for serving on the Board of
Directors of Holding or the Company, but directors are reimbursed for
out-of-pocket expenses incurred in connection with their duties as directors.

Employment Agreements

      The Company has an employment agreement with Mr. Imbler (the "Imbler
Employment Agreement") that expires on June 30, 2001. Base compensation under
the Imbler Employment Agreement for fiscal 2000 was $390,122. The Imbler
Employment Agreement also provides for an annual performance bonus of $50,000 to
$175,000 based upon the Company's attainment of certain financial targets. The
Company may terminate Mr. Imbler's employment for "cause" or upon a "disability"
(as such terms are defined in the Imbler Employment Agreement). If the Company
terminates Mr. Imbler "without cause" (as defined in the Imbler Employment
Agreement), Mr. Imbler is entitled to receive, among other things, the greater
of (i) one year's salary or (ii) 1/12 of one year's salary for each year (not to
exceed 24 years in the aggregate) of employment with the Company. The Imbler
Employment Agreement also contains customary noncompetition, nondisclosure and
nonsolicitation provisions.

      The Company also has employment agreements with each of Messrs. Boots,
Kratochvil, Beeler, and Sims (each, an "Employment Agreement" and, collectively,
the "Employment Agreements"). The agreements for Boots, Kratochvil and Beeler
expire on June 30, 2001, and the agreement for Sims expires on January 21, 2002.
The Employment Agreements provided for fiscal 2000 base compensation of
$289,328, $212,049, $257,236 and $193,055, respectively. Salaries are subject in
each case to annual adjustment at the discretion of the Compensation Committee
of the Board of Directors of the Company. The Employment Agreements entitle each
executive to participate in all other incentive compensation plans established
for executive officers of the Company. The Company may terminate each Employment
Agreement for "cause" or a "disability" (as such terms are defined in the
Employment Agreements). If the Company terminates an executive's employment
without "cause" (as defined in the Employment Agreements), the Employment
Agreements require the Company to pay certain amounts to the terminated
executive, including (i) the greater of (A) one year's salary or (B) 1/12 of one
year's salary for each year (not to exceed 24 years in the aggregate) of
employment with the Company (other than Mr. Sims, who would receive his salary
for one year), and (ii) certain benefits under applicable incentive compensation
plans. Each Employment Agreement also includes customary noncompetition,
nondisclosure and nonsolicitation provisions.


                                      -24-
<PAGE>

Compensation Committee Interlocks and Insider Participation

      The Company established the Compensation Committee comprised of Messrs.
Buaron, Imbler, and Hofmann, in October 1996. The annual salary and bonus paid
to Messrs. Imbler, Boots, Kratochvil, Beeler, and Sims for fiscal 2000 were
determined by the Compensation Committee in accordance with their respective
employment agreements. All other compensation decisions with respect to officers
of the Company are made by Mr. Imbler pursuant to policies established in
consultation with the Compensation Committee.

      The Company is party to an Amended and Restated Management Agreement (the
"FACL Management Agreement") with First Atlantic pursuant to which First
Atlantic provides the Company with financial advisory and management consulting
services in exchange for an annual fee of $750,000 and reimbursement for
out-of-pocket costs and expenses. In consideration of such services, the Company
paid First Atlantic fees and expenses of $821,000 for fiscal 2000, $792,000 for
fiscal 1999, and $835,000 for fiscal 1998. Under the FACL Management Agreement,
the Company pays a fee for services rendered in connection with certain
transactions equal to the lesser of (i) 1% of the total transaction value and
(ii) $1,250,000 for any such transaction consummated plus out-of-pocket expenses
in respect of such transaction, whether or not consummated. First Atlantic
received advisory fees of approximately $140,000 and $180,000 in July 1998 and
October 1998, respectively, for originating, structuring and negotiating the
Berry UK Acquisition and the Knight Acquisition, respectively. First Atlantic
received advisory fees of approximately $690,000 in July 1999 for originating,
structuring and negotiating the Cardinal Acquisition. First Atlantic received
advisory fees of approximately $580,000 in May 2000 for originating, structuring
and negotiating the Poly-Seal Acquisition. See "Certain Relationships and
Related Transactions."

      Mr. Buaron, the Chairman and a director of Holding and the Company, is the
Chairman and Chief Executive Officer of First Atlantic. Mr. Graev is a director
of First Atlantic. As an officer and the sole stockholder of First Atlantic, Mr.
Buaron is entitled to receive any bonuses paid and any dividends declared by
First Atlantic on its capital stock, including any bonuses paid as a result of,
and any dividends paid out of any of the fees paid with respect to the
acquisitions described above. First Atlantic is engaged by Atlantic Equity
Partners International II, L.P. ("International") to provide certain financial
and management consulting services for which it receives annual fees. First
Atlantic and International have completely distinct ownership and equity
structures. See "Certain Relationships and Related Transactions."

      Atlantic Equity Partners, L.P. (the "Fund"), a prior stockholder of
Holding, received in June 1996 approximately $67.6 million from the sale of its
common stock in Holding and warrants to purchase common stock. First Atlantic is
engaged by the Fund to provide certain financial and management consulting
services for which it receives annual fees. First Atlantic and the Fund have
completely distinct ownership and equity structures. Atlantic Equity Associates,
L.P., a Delaware limited partnership ("AEA"), is the sole general partner of the
Fund. Mr. Buaron is the sole shareholder of Buaron Capital Corporation ("Buaron
Capital"). Buaron Capital is the managing and sole general partner of AEA. See
"Certain Relationships and Related Transactions."

Stock Option Plan

      Employees, directors and certain independent consultants of the Company
and its subsidiaries are entitled to participate in the BPC Holding Corporation
1996 Stock Option Plan (the "Option Plan"), which provides for the grant of both
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and stock options that are
non-qualified under the Code. The total number of shares of Class B Nonvoting
Common Stock of Holding for which options may be granted pursuant to the Option
Plan is 76,620. The Option Plan will terminate on October 3, 2003 or such
earlier date on which the Board of Directors of Holding, in its sole discretion,
determines. The Stock Option Committee of the Board of Directors of Holding
administers all aspects of the Option Plan, including selecting which of the
Company's directors, employees and independent consultants will receive options,
the time when options are granted, whether the options are incentive stock
options or non-qualified stock options, the manner and timing for vesting of
such options, the terms of such options, the exercise date of any options and
the number of shares subject to such options. Directors who are also employees
are eligible to receive options under the Option Plan.


                                      -25-
<PAGE>

      The exercise price of incentive stock options granted by Holding under the
Option Plan may not be less than 100% of the fair market value of the Class B
Nonvoting Common Stock at the time of grant and the term of any option may not
exceed seven years. With respect to any employee who owns stock representing
more than 10% of the voting power of the outstanding capital stock of Holding,
the exercise price of any incentive stock option may not be less than 110% of
the fair market value of such shares at the time of grant and the term of such
option may not exceed five years. The exercise price of a non-qualified stock
option is determined by the Stock Option Committee on the date the option is
granted. However, the exercise price of a non-qualified stock option may not be
less than 100% of the fair market value of Class B Nonvoting Common Stock if the
option is granted at any time after the initial public offering of such stock.

      Options granted under the Option Plan are nontransferable except by will
and the laws of descent and distribution. Options granted under the Option Plan
typically expire after seven years and vest over a five-year period based on
timing as well as achieving financial performance targets.

      Under the Option Plan, as of December 30, 2000, there were outstanding
options to purchase an aggregate of 60,774 shares of Class B Nonvoting Common
Stock to 91 current and former employees of the Company, at an exercise price
between $100 and $226 per share.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership

      All of the outstanding capital stock of the Company is owned by Holding.
The following table sets forth certain information regarding the ownership of
the capital stock of Holding with respect to (i) each person known by Holding to
own beneficially more than 5% of the outstanding shares of any class of its
voting capital stock, (ii) each of Holding's directors, (iii) the Named
Executive Officers and (iv) all directors and executive officers of Holding as a
group. Except as otherwise indicated, each of the stockholders has sole voting
and investment power with respect to the shares beneficially owned. Unless
otherwise indicated, the address for each stockholder is c/o Berry Plastics
Corporation, 101 Oakley Street, Evansville, Indiana 47710.

<TABLE>
<CAPTION>
                                             Shares of                                     Shares of
                                              Voting                                       Nonvoting
                                          Common Stock(1)                               Common Stock(1)
                                       ---------------------                   ----------------------------------    Percentage of
                                                               Percentage of                                        All Classes of
      Name and Address of                                         Voting                                              Common Stock
        Beneficial Owner               Class A     Class B     Common Stock    Class A     Class B        Class C   (Fully-Diluted)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>              <C>         <C>         <C>            <C>             <C>
Atlantic Equity Partners
    International II, L.P.(2)            7,800    128,142          55.5%         2,200      3,385         11,470          22.7%
J.P. Morgan Partners (SBIC), LLC(3)     52,000      5,623(4)       23.5        168,000     33,436(4)          --          38.4
BPC Equity, LLC(5)                      31,200         --          12.7         88,800         --             --          17.8
Roberto Buaron(6)                        7,800    128,142          55.5          2,200      3,385         11,470          22.7
Martin R. Imbler                            --      3,629           1.5             --     15,915(7)         664           2.9
Joseph S. Levy(8)                           --         42             *             --        118             14             *
Lawrence G. Graev(9)                        --         --            --             --         --             --            --
Donald J. Hofmann, Jr.(10)              52,000      5,623(4)       23.5        168,000     33,436(4)          --          38.4
Mathew J. Lori(11)                      52,000      5,623(4)       23.5        168,000     33,436(4)          --          38.4
David M. Clarke(12)                     31,200         --          12.7         88,800         --             --          17.8
Ira G. Boots                                --      1,718             *             --      6,489(13)         --           1.2
James M. Kratochvil                         --      1,196             *             --      6,011(14)        391           1.1
R. Brent Beeler                             --      1,196             *             --      6,011(15)        391           1.1
Bruce J. Sims                               --         --             *             --      1,695(16)         --             *
All executive officers and
    directors as a group (12
    persons)                            91,000    140,350          94.5        259,000     73,160         12,930          85.5
</TABLE>

----------
*     Less than one percent.


                                      -26-
<PAGE>

(1)   The authorized capital stock of Holding consists of 3,500,000 shares of
      capital stock, including 2,500,000 shares of Common Stock, $.01 par value
      (the "Holding Common Stock"), and 1,000,000 shares of Preferred Stock,
      $.01 par value (the "Preferred Stock"). Of the 2,500,000 shares of Holding
      Common Stock, 500,000 shares are designated Class A Voting Common Stock,
      500,000 shares are designated Class A Nonvoting Common Stock, 500,000
      shares are designated Class B Voting Common Stock, 500,000 shares are
      designated Class B Nonvoting Common Stock, and 500,000 shares are
      designated Class C Nonvoting Common Stock. Of the 1,000,000 shares of
      Preferred Stock, 800,000 shares are designated Series A Senior Cumulative
      Exchangeable Preferred Stock, and 200,000 shares are designated Series B
      Cumulative Preferred Stock.
(2)   Address is P. O. Box 847, One Capital Place, Fourth Floor, Grand Cayman,
      Cayman Islands, British West Indies. Atlantic Equity Associates
      International II, L.P., a Delaware limited partnership ("AEA II"), is the
      sole general partner of International and as such exercises voting and/or
      investment power over shares of capital stock owned by International,
      including the shares of Holding Common Stock held by International (the
      "International Shares"). Mr. Buaron is the sole shareholder of Buaron
      Holdings Ltd. ("BHL"). BHL is the sole general partner of AEA II. As the
      general partner of AEA II, BHL may be deemed to beneficially own the
      International Shares. BHL disclaims any beneficial ownership of any shares
      of capital stock owned by International, including the International
      Shares. Through his affiliation with BHL and AEA II, Mr. Buaron controls
      the sole general partner of International and therefore has the authority
      to control voting and/or investment power over, and may be deemed to
      beneficially own, the International Shares. Mr. Buaron disclaims any
      beneficial ownership of any of the International Shares.
(3)   Address is 1221 Avenue of the Americas, New York, New York 10020.
(4)   Represents warrants to purchase such shares of common stock held by J.P.
      Morgan Partners (SBIC), LLC (formerly Chase Venture Capital Associates,
      LLC) ("JPMP(SBIC)") which are currently exercisable.
(5)   Address is c/o Aetna Life Insurance Company, Private Equity Group, IG6U,
      151 Farmington Avenue, Hartford, Connecticut 06156. Aetna Life Insurance
      Company exercises voting and/or investment power over shares of capital
      stock owned by BPC Equity, LLC ("BPC Equity"), including shares of Holding
      Common Stock held by BPC Equity.
(6)   Address is c/o First Atlantic Capital, Ltd., 135 East 57th Street, New
      York, New York 10022. Represents shares of Holding Common Stock owned by
      International. Mr. Buaron is the sole shareholder of BHL. BHL is the sole
      general partner of AEA II. AEA II is the sole general partner of
      International and as such, exercises voting and/or investment power over
      shares of capital stock owned by International, including the
      International Shares. Mr. Buaron, as the sole shareholder and Chief
      Executive Officer of BHL, controls the sole general partner of
      International and therefore has voting and/or investment power over, and
      may be deemed to beneficially own, the International Shares. Mr. Buaron
      disclaims any beneficial ownership of the International Shares.
(7)   Includes 6,778 options granted to Mr. Imbler, which are presently
      exercisable.
(8)   Address is c/o First Atlantic Capital, Ltd., 135 East 57th Street, New
      York, New York 10022.
(9)   Address is c/o O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New
      York, New York 10112.
(10)  Address is c/o J.P. Morgan Partners, 1221 Avenue of the Americas, New
      York, New York 10020. Represents shares owned by JPMP(SBIC). Mr. Hofmann
      is a General Partner of J.P. Morgan Partners, LLC, which is the private
      equity investment arm of J.P. Morgan Chase & Co., which is an affiliate of
      JPMP(SBIC). Mr. Hofmann disclaims any beneficial ownership of the shares
      of Holding Common Stock held by JPMP(SBIC).
(11)  Address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New
      York, New York 10020. Represents shares owned by JPMP(SBIC). Mr. Lori is a
      Principal with of J.P. Morgan Partners, which is the private equity
      investment arm of J.P. Morgan Chase & Co., which is an affiliate of
      JPMP(SBIC). Mr. Lori disclaims any beneficial ownership of the shares of
      Holding Common Stock held by JPMP(SBIC).
(12)  Address is c/o Aetna Life Insurance Company, Private Equity Group, IG6U,
      151 Farmington Avenue, Hartford, Connecticut 06156. Represents shares
      owned by BPC Equity. Mr. Clarke is a Managing Director of Aetna, Inc., an
      affiliate of Aetna Life Insurance Company, which is a member of BPC
      Equity. Mr. Clarke disclaims any beneficial ownership of the shares of
      Holding Common Stock held by BPC Equity.
(13)  Includes 4,171 options granted to Mr. Boots, which are currently
      exercisable.
(14)  Includes 2,607 options granted to Mr. Kratochvil, which are currently
      exercisable.
(15)  Includes 2,607 options granted to Mr. Beeler, which are currently
      exercisable.
(16)  Includes 780 options granted to Mr. Sims, which are currently exercisable.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

First Atlantic

      Pursuant to the FACL Management Agreement, First Atlantic provides the
Company with financial advisory and management consulting services in exchange
for an annual fee of $750,000 and reimbursement for out-of-pocket costs and
expenses. In consideration of such services, the Company paid First Atlantic
fees and expenses of approximately $821,000 for fiscal 2000, $792,000 for fiscal
1999, and $835,000 for fiscal 1998. Under the FACL Management Agreement, the
Company pays a fee for services rendered in connection with certain transactions
equal to the lesser of (i) 1% of the total transaction value and (ii) $1,250,000
for any such transaction consummated plus out-of-pocket expenses in respect of
such transaction, whether or not consummated. First Atlantic received advisory
fees of approximately $140,000 and $180,000 in July 1998 and October 1998,
respectively, for originating, structuring and negotiating the Berry UK
Acquisition and the Knight Acquisition, respectively. First Atlantic received
advisory fees of approximately $690,000 in July 1999 for originating,
structuring and negotiating the Cardinal Acquisition. First Atlantic received
advisory fees of approximately $580,000 in May 2000 for originating, structuring
and negotiating the Poly-Seal Acquisition.

      Mr. Buaron, the Chairman and a director of Holding and the Company, is the
Chairman and Chief Executive Officer of First Atlantic. As an officer and the
sole stockholder of First Atlantic, Mr. Buaron is entitled to receive any
bonuses paid and any dividends declared by First Atlantic on its capital stock,
including any bonuses paid as a result of, and any dividends paid out of the
fees paid with respect to the acquisitions described above. Mr. Graev is also a
director of First Atlantic, and Mr. Levy is an officer of First Atlantic. First
Atlantic is engaged by International to provide certain financial and management
consulting services for which it receives annual fees. First Atlantic and
International have completely distinct ownership and equity structures.


                                      -27-
<PAGE>

      Atlantic Equity Partners, L.P. (the "Fund"), a prior stockholder of
Holding, received in June 1996 approximately $67.6 million from the sale of its
common stock in Holding and warrants to purchase common stock. First Atlantic is
engaged by the Fund to provide certain financial and management consulting
services for which it receives annual fees. First Atlantic and the Fund have
completely distinct ownership and equity structures. AEA is the sole general
partner of the Fund. Mr. Buaron is the sole shareholder of Buaron Capital, and
Buaron Capital is the managing and sole general partner of AEA.

Stockholders Agreements

      Holding entered into a Stockholders Agreement dated as of June 18, 1996,
as amended (the "Stockholders Agreement"), with certain common equity investors
("Common Stock Purchasers"), certain Management Stockholders (as defined herein)
and, for limited purposes thereunder, the Northwestern Mutual Life Insurance
Company ("Northwestern") and JPMP(SBIC) ("Preferred Stock Purchasers"). The
Stockholders Agreement grants the Common Stock Purchasers certain rights and
obligations, including the following: (i) until the occurrence of certain events
specified in the Stockholders Agreement, to designate the members of a seven
person Board of Directors as follows: (A) one director will be Roberto Buaron or
his designee; (B) International will have the right to designate three directors
(who are currently Messrs. Graev, Imbler and Levy); (C) JPMP(SBIC) will have the
right to designate two directors (who are currently Messrs. Hofmann and Lori);
and (D) the institutional holders (excluding International and JPMP(SBIC)) will
have the right to designate one director (who is currently Mr. Clarke); (ii) in
the case of certain Common Stock Purchasers, to subscribe for a proportional
share of future equity issuances by Holding; (iii) under certain circumstances
and in the case of International or JPMP(SBIC), to cause the initial public
offering of equity securities of Holding or a sale of Holding subsequent to June
18, 2001 and (iv) under certain circumstances and in the case of a majority in
interest of the institutional holders, to cause the initial public offering of
equity securities of Holding or a sale of Holding subsequent to June 18, 2002.
Provisions under the Stockholders Agreement also (i) prohibit Holding from
taking certain actions without the consent of holders of a majority of voting
stock held by JPMP(SBIC) and the institutional holders other than International
(or, following the occurrence of certain events, International's consent),
including certain transactions between Holding and any subsidiary, on the one
hand, and First Atlantic or any of its affiliates, on the other hand; (ii)
obligate Holding to provide certain Common Stock Purchasers with financial and
other information regarding Holding and to provide access and inspection rights
to all Common Stock Purchasers; and (iii) restrict transfers of equity by the
Common Stock Purchasers, subject to certain exceptions (including for transfers
of up to 10% of the equity (including warrants to purchase equity) held by each
Common Stock Purchaser on the date of the Stockholders Agreement). Pursuant to
the Stockholders Agreement, under certain circumstances the Preferred Stock
Purchasers (and their transferees) have tag-along rights with respect to the
warrants issued by Holding in 1996 and the Holding Common Stock issuable upon
exercise thereof. Under specified circumstances and subject to certain
exceptions, the Preferred Stock Purchasers (and their transferees) are entitled
to include a pro rata share of their Preferred Stock in a transaction (or series
of related transactions) involving the transfer by International, JPMP(SBIC) and
the Institutional Holders (as defined in the Stockholders Agreement) of more
than 50% of the aggregate amount of securities held by them on June 19, 1996.

      The Stockholders Agreement grants registration rights, under certain
circumstances and subject to specified conditions, to the Common Stock
Purchasers. International and JPMP(SBIC) each have the right, on three
occasions, to demand registration, at Holding's expense, of their shares of
Holding Common Stock. Under certain circumstances, a majority in interest of the
institutional holders (excluding International and JPMP(SBIC)) have the right,
on one occasion, to demand registration, at Holding's expense, of their shares
of Holding Common Stock. The Stockholders Agreement provides that if Holding
proposes to register any of its securities, either for its own account or for
the account of other stockholders, Holding will be required to notify all Common
Stock Purchasers and to include in such registration the shares of Holding
Common Stock requested to be included by them. All shares of Holding Common
Stock owned by the Common Stock Purchasers requested to be included in a
registration will be subject to cutbacks under certain circumstances in
connection with an underwritten public offering.

      The provisions of the Stockholders Agreement regarding voting rights,
negative covenants, information/inspection rights, the right to force a sale of
Holding, preemptive rights and transfer restrictions generally will expire on
the earlier to occur of (i) the later of (A) June 18, 2001 if an underwritten
public offering of equity securities of Holding resulting in gross proceeds of
at least $20.0 million occurs prior to June 18, 2001 and (B) the occurrence of
such underwritten public offering that occurs subsequent to June 18, 2001; (ii)
June 18, 2016; and (iii) a sale of Holding. In addition, the Stockholders
Agreement provides that certain rights of a Common Stock Purchaser (to the
extent such rights apply to such Common Stock Purchaser) to designate members of
the Board of Directors of Holding and/or to approve certain actions by Holding
will terminate if certain circumstances occur.


                                      -28-
<PAGE>

      Holding is also party to the Amended and Restated Stockholders Agreement
dated June 18, 1996 (the "Management Stockholders Agreement"), with
International and all management shareholders including, among others, Messrs.
Imbler, Boots, Kratochvil, Beeler, and Sims (collectively, the "Management
Stockholders"). The Management Stockholders Agreement contains provisions (i)
limiting transfers of equity by the Management Stockholders; (ii) requiring the
Management Stockholders to sell their shares as designated by Holding or
International upon the consummation of certain transactions; (iii) granting the
Management Stockholders certain rights of co-sale in connection with sales by
International; (iv) granting Holding rights to repurchase capital stock from the
Management Stockholders upon the occurrence of certain events; and (v) requiring
the Management Stockholders to offer shares to Holding prior to any permitted
transfer.

      In order to finance a portion of the consideration delivered in connection
with the acquisition of Poly-Seal Corporation, Holding issued, pursuant to a
Preferred Stock and Warrant Purchase Agreement dated as of May 9, 2000 (the
"Preferred Agreement") by and among Holding, JPMP(SBIC), and Northwestern,
1,000,000 shares of Series A-1 Preferred Stock in a private placement (the
"Preferred Placement") for an aggregate purchase price of $25 million. The
Series A-1 Preferred Stock has a stated value of $25 per share, and dividends
accrue at a rate of 14% per annum and will accumulate until declared and paid.
The Series A-1 Perferred Stock ranks pari-passu with the Series A Preferred
Stock and prior to all other capital stock of Holding. In connection with the
Preferred Placement, Holding issued warrants to purchase 25,997 shares of its
Series B Non-Voting Common Stock at $0.01 per share. Holding also extended the
expiration period of currently outstanding warrants to purchase Series B
Non-Voting Common Stock and Series B Voting Common Stock held by JPMP(SBIC) and
Northwestern to May 9, 2006. The Series A-1 Preferred Stock and Warrants were
issued in transactions exempt from registration in reliance on the exemption
provided by Section 4 (2) of the Securities Act of 1933.

Tax Sharing Agreement

      For federal income tax purposes, Berry and its domestic subsidiaries are
included in the affiliated group of which Holding is the common parent and as a
result, the federal taxable income and loss of Berry and its subsidiaries is
included in the group consolidated tax return filed by Holding. In April 1994,
Holding, Berry and certain of its subsidiaries entered into a tax sharing
agreement, which was amended and restated in March 2001 (the "Tax Sharing
Agreement"). Under the Tax Sharing Agreement, for fiscal 1994 and all taxable
years thereafter for which the Tax Sharing Agreement remains in effect, Berry
and its subsidiaries as a consolidated group are required to pay at the request
of Holding an amount equal to the taxes that they would otherwise have to pay if
they were to file separate federal, state or local income tax returns (including
any amounts determined to be due as a result of a redetermination arising from
an audit or otherwise of a tax liability which is attributable to them). If
Berry and its subsidiaries would have been entitled to a tax refund for taxes
paid previously on the basis computed as if they were to file separate returns,
then under the Tax Sharing Agreement, Holding is required to pay at the request
of Berry and its subsidiaries an amount equal to such tax refund. If, however,
Berry and its subsidiaries would have reported a tax loss if they were to file
separate returns, then Holdings intends, but is not obligated under the Tax
Sharing Agreement, to pay to Berry and its subsidiaries an amount equal to the
tax benefit that is realized by Holding as a result of such separate loss. Under
the Tax Sharing Agreement any such payments to be made by Holding to Berry or
any of its subsidiaries on account of a tax loss are within the sole discretion
of Holding. No payments have been made to date.

Legal Services

      Mr. Graev is a partner in the law firm of O'Sullivan Graev & Karabell,
LLP, New York, New York. O'Sullivan Graev & Karabell, LLP provides legal
services to the Company and Holding in connection with certain matters,
principally relating to transactional, securities law, general corporate and
litigation matters.

Transactions With Affiliates

      The 1996 Indenture, the Stockholders Agreement, the 1994 Indenture, the
1998 Indenture, the 1999 Indenture, and the Credit Facility restrict the
Company's and its affiliates' ability to enter into transactions with their
affiliates, including their officers, directors and principal stockholders.


                                      -29-
<PAGE>

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)   Documents Filed as Part of the Report

            1.    Financial Statements

                  The financial statements listed under Item 8 are filed as part
                  of this report.

            2.    Financial Statement Schedules

                  The financial statement schedules listed under Item 8 are
                  filed as part of this report.

                  Schedules other than the above have been omitted because they
                  are either not applicable or the required information has been
                  disclosed in the financial statements or notes thereto.

            3.    Exhibits

                  The exhibits listed on the accompanying Exhibit Index are
                  filed as part of this report.

      (b)   Reports on Form 8-K

                  None.


                                      -30-
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying consolidated balance sheets of BPC Holding
Corporation ("Holding") as of December 30, 2000 and January 1, 2000, and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 30, 2000. Our audits also included the financial statement schedules
listed in the Index at Item 14(a). These financial statements and schedules are
the responsibility of Holding's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of BPC
Holding Corporation at December 30, 2000 and January 1, 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 30, 2000, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.


                                        /s/ ERNST & YOUNG LLP

Indianapolis, Indiana
February 16, 2001


                                      F-1
<PAGE>
                             BPC Holding Corporation
                           Consolidated Balance Sheets
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                               December 30,   January 1,
                                                                                   2000          2000
                                                                               ------------   ----------
<S>                                                                              <C>           <C>
Assets
Current assets:
     Cash and cash equivalents                                                   $  2,054      $  2,546
     Accounts receivable (less allowance for doubtful accounts of $1,724 at
        December 30, 2000 and $1,386 at January 1, 2000)                           48,397        37,507
     Inventories:
        Finished goods                                                             38,157        31,676
        Raw materials and supplies                                                 10,822        15,016
                                                                                 --------      --------
                                                                                   48,979        46,692
     Prepaid expenses and other receivables                                         5,272         2,127
                                                                                 --------      --------
Total current assets                                                              104,702        88,872

Property and equipment:
     Land                                                                           8,894         8,556
     Buildings and improvements                                                    60,572        48,080
     Machinery, equipment and tooling                                             203,569       172,082
     Construction in progress                                                      16,901        18,170
                                                                                 --------      --------
                                                                                  289,936       246,888
     Less accumulated depreciation                                                110,132       100,096
                                                                                 --------      --------
                                                                                  179,804       146,792
Intangible assets:
     Deferred financing and origination fees, net                                  10,422        11,571
     Covenants not to compete, net                                                  3,388         3,723
     Excess of cost over net assets acquired, net                                 114,680        87,614
                                                                                 --------      --------
                                                                                  128,490       102,908

Other                                                                                 126         2,235
                                                                                 --------      --------
Total assets                                                                     $413,122      $340,807
                                                                                 ========      ========
</TABLE>


                                      F-2
<PAGE>

                     Consolidated Balance Sheets (continued)

<TABLE>
<CAPTION>
                                                                                   December 30,     January 1,
                                                                                       2000            2000
                                                                                   ------------     ----------
<S>                                                                                  <C>             <C>
Liabilities and stockholders' equity (deficit)
 Current liabilities:
   Accounts payable                                                                  $  26,779       $  25,798
   Accrued expenses and other liabilities                                               10,430           9,869
   Accrued interest                                                                      9,006           8,108
   Employee compensation and payroll taxes                                              14,785          13,461
   Current portion of long-term debt                                                    23,232          21,109
                                                                                     ---------       ---------
Total current liabilities                                                               84,232          78,345

Long-term debt, less current portion                                                   445,574         382,880
Accrued dividends on preferred stock                                                    17,656          11,001
Deferred income taxes                                                                      491             503
Other liabilities                                                                        3,166           1,549
                                                                                     ---------       ---------
                                                                                       551,119         474,278
Stockholders' equity (deficit):
   Series A Preferred Stock; 600,000 shares authorized, issued and outstanding
       (net of discount of $2,185 at December 30, 2000 and $2,478 at January 1,
       2000)                                                                            12,386          12,093
   Series A-1 Preferred Stock; 1,400,000 shares authorized; 1,000,000 shares
       issued and outstanding (net of discount of $5,400 at December 30, 2000)          19,600              --
   Series B Preferred Stock; 200,000 shares authorized, issued and outstanding           5,000           5,000
   Class A Common Stock; $.01 par value:
       Voting; 500,000 shares authorized; 91,000 shares issued and outstanding               1               1
       Nonvoting; 500,000 shares authorized; 259,000 shares issued and
         outstanding                                                                         3               3
   Class B Common Stock; $.01 par value:
      Voting; 500,000 shares authorized; 145,058 shares issued and 144,546
         shares outstanding                                                                  1               1
       Nonvoting; 500,000 shares authorized; 58,612 shares issued and 56,509
         shares outstanding                                                                  1               1
   Class C Common Stock; $.01 par value:  Nonvoting; 500,000 shares authorized;
       17,000 shares issued and 16,833 shares outstanding                                   --              --

   Treasury stock:  512 shares Class B Voting Common Stock; 2,103 shares Class
       B Nonvoting Common Stock; and 167 shares Class C Nonvoting Common
       Stock                                                                              (405)           (256)
   Additional paid-in capital                                                           35,041          41,559
   Warrants                                                                              9,386           3,511
   Retained earnings (deficit)                                                        (218,168)       (195,061)
   Accumulated other comprehensive income (loss)                                          (843)           (323)
                                                                                     ---------       ---------
Total stockholders' equity (deficit)                                                  (137,997)       (133,471)
                                                                                     ---------       ---------
Total liabilities and stockholders' equity (deficit)                                 $ 413,122       $ 340,807
                                                                                     =========       =========
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>

                             BPC Holding Corporation

                      Consolidated Statements of Operations
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                     Year Ended
                                                     -------------------------------------------
                                                     December 30,     January 1,      January 2,
                                                         2000            2000            1999
                                                     ------------     ----------      ----------
<S>                                                   <C>             <C>             <C>
Net sales                                             $ 408,088       $ 328,834       $ 271,830
Cost of goods sold                                      312,119         241,067         199,227
                                                      ---------       ---------       ---------
Gross margin                                             95,969          87,767          72,603

Operating expenses:
      Selling                                            21,630          17,383          14,780
      General and administrative                         24,408          22,034          19,308
      Research and development                            2,606           2,338           1,690
      Amortization of intangibles                        10,579           7,215           4,139
      Other expenses                                      6,639           5,148           4,084
                                                      ---------       ---------       ---------
Operating income                                         30,107          33,649          28,602

Other expenses:
      Loss on disposal of property and equipment            877           1,416           1,865
                                                      ---------       ---------       ---------
Income before interest and taxes                         29,230          32,233          26,737

Interest:
      Expense                                           (51,553)        (41,040)        (35,555)
      Income                                                 96             223             999
                                                      ---------       ---------       ---------
Loss before income taxes and extraordinary item         (22,227)         (8,584)         (7,819)
Income taxes (benefit)                                     (142)            554            (249)
                                                      ---------       ---------       ---------

Loss before extraordinary item                          (22,085)         (9,138)         (7,570)
Extraordinary item (less applicable income taxes
      of $0)                                             (1,022)             --              --
                                                      ---------       ---------       ---------
Net loss                                                (23,107)         (9,138)         (7,570)

Preferred stock dividends                                (6,655)         (3,776)         (3,551)
Amortization of preferred stock discount                   (768)           (292)           (292)
                                                      ---------       ---------       ---------
Net loss attributable to common shareholders          $ (30,530)      $ (13,206)      $ (11,413)
                                                      =========       =========       =========
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>

                             BPC Holding Corporation

      Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                    Common Stock                         Preferred Stock
                                           -----------------------------     ------------------------------------


                                                                                                                     Treasury
                                           Class A    Class B    Class C     Class A       Class A-1      Class B     Stock
-----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>       <C>          <C>          <C>            <C>         <C>
Balance at December 28, 1997                 $  4      $  2      $    --      $11,509      $     --       $5,000      $ (22)
                                             ----      ----      -------      -------      --------       ------      ------

Net loss                                        -         -           --           --            --           --         --
Sale of stock to management                     -         -           --           --            --           --         --
Purchase treasury stock from management         -         -           --           --            --           --       (258)
Translation loss                                -         -           --           --            --           --         --
Accrued dividends on preferred stock            -         -           --           --            --           --         --
Amortization of preferred stock
discount                                        -         -           --          292            --           --         --

                                             ----      ----      -------      -------      --------       ------      ------
Balance at January 2, 1999                      4         2           --       11,801            --        5,000       (280)
                                             ----      ----      -------      -------      --------       ------      ------

Net loss                                        -         -           --           --            --           --         --
Sale of treasury stock to management            -         -           --           --            --           --         40
Purchase treasury stock from management         -         -           --           --            --           --        (16)
Translation loss                                -         -           --           --            --           --         --
Accrued dividends on preferred stock            -         -           --           --            --           --         --
Amortization of preferred stock
discount                                        -         -           --          292            --           --         --

                                             ----      ----      -------      -------      --------       ------      ------
Balance at January 1, 2000                      4         2           --       12,093            --        5,000       (256)
                                             ----      ----      -------      -------      --------       ------      ------

Net loss                                        -         -           --           --            --           --         --
Purchase treasury stock from management         -         -           --           --            --           --       (149)
Translation loss                                -         -           --           --            --           --         --
Stock-based compensation                        -         -           --           --            --           --         --
Issuance of preferred stock                     -         -           --           --        25,000           --         --
Issuance of private warrants                    -         -           --           --        (5,875)          --         --
Accrued dividends on preferred stock            -         -           --           --            --           --         --
Amortization of preferred stock
discount                                        -         -           --          293           475           --         --
                                             ----      ----      -------      -------      --------       ------      ------

Balance at December 30, 2000                 $  4      $  2      $    --      $12,386      $ 19,600       $5,000      $(405)
                                             ====      ====      =======      =======      ========       ======      ======
<CAPTION>
                                                                                    Accumulated
                                           Additional                                  Other
                                             Paid-In                    Retained   Comprehensive                 Comprehensive
                                             Capital      Warrants      Earnings   Income (Loss)      Total      Income (Loss)
-------------------------------------------------------------------------------------------------------------    -------------
<S>                                         <C>            <C>         <C>             <C>         <C>             <C>
Balance at December 28, 1997                $ 49,374       $3,511      $(178,353)      $  --       $(108,975)
                                            --------       ------      ---------       -----       ---------

Net loss                                          --           --         (7,570)         --          (7,570)      $ (7,570)
Sale of stock to management                       80           --             --          --              80             --
Purchase treasury stock from management           --           --             --          --            (258)            --
Translation loss                                  --           --             --         (83)            (83)           (83)
Accrued dividends on preferred stock          (3,551)          --             --          --          (3,551)            --
Amortization of preferred stock
discount                                        (292)          --             --          --              --             --

                                            --------       ------      ---------       -----       ---------       --------
Balance at January 2, 1999                    45,611        3,511       (185,923)        (83)       (120,357)      $ (7,653)
                                            --------       ------      ---------       -----       ---------       ========

Net loss                                          --           --         (9,138)         --          (9,138)      $ (9,138)
Sale of treasury stock to management              16           --             --          --              56             --
Purchase treasury stock from management           --           --             --          --             (16)            --
Translation loss                                  --           --             --        (240)           (240)          (240)
Accrued dividends on preferred stock          (3,776)          --             --          --          (3,776)            --
Amortization of preferred stock
discount                                        (292)          --             --          --              --             --
                                            --------       ------      ---------       -----       ---------       --------

Balance at January 1, 2000                    41,559        3,511       (195,061)       (323)       (133,471)      $ (9,378)
                                            --------       ------      ---------       -----       ---------       ========

Net loss                                          --           --        (23,107)         --         (23,107)      $(23,107)
Purchase treasury stock from management           --           --             --          --            (149)            --
Translation loss                                  --           --             --        (520)           (520)          (520)
Stock-based compensation                         905           --             --          --             905             --
Issuance of preferred stock                       --           --             --          --          25,000             --
Issuance of private warrants                      --        5,875             --          --              --             --
Accrued dividends on preferred stock          (6,655)          --             --          --          (6,655)            --
Amortization of preferred stock
discount                                        (768)          --             --          --              --             --
                                            --------       ------      ---------       -----       ---------       --------

Balance at December 30, 2000                $ 35,041       $9,386      $(218,168)      $(843)      $(137,997)      $(23,627)
                                            ========       ======      =========       =====       =========       ========
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>

                             BPC Holding Corporation
                      Consolidated Statements of Cash Flows
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                               Year Ended
                                                              ------------------------------------------
                                                              December 30,     January 1,     January 2,
                                                                  2000            2000          1999
                                                              ------------     ----------     ----------
<S>                                                            <C>             <C>             <C>
Operating activities
Net loss                                                       $ (23,107)      $  (9,138)      $ (7,570)
Adjustments to reconcile net loss to net cash provided by
     operating activities:
          Depreciation                                            31,569          24,580         20,690
          Non-cash interest expense                               18,047          15,567         14,824
          Amortization                                            10,579           7,215          4,139
          Non-cash compensation                                      905              --            600
          Write-off of financing fees                              1,022              --             --
          Loss on sale of property and equipment                     877           1,416          1,865
          Deferred income taxes                                     (349)              6           (709)
          Changes in operating assets and liabilities:
              Accounts receivable, net                            (1,475)           (723)         4,413
              Inventories                                          7,383          (7,746)          (252)
              Prepaid expenses and other receivables              (1,163)           (529)         1,016
              Other assets                                            --             493            (43)
              Accounts payable and accrued expenses               (8,182)          4,860         (4,842)
                                                               ---------       ---------       --------
Net cash provided by operating activities                         36,106          36,001         34,131

Investing activities
Additions to property and equipment                              (31,530)        (30,738)       (22,595)
Proceeds from disposal of property and equipment                   1,666             529          4,471
Acquisitions of businesses                                       (78,851)        (76,769)       (33,996)
                                                               ---------       ---------       --------
Net cash used for investing activities                          (108,715)       (106,978)       (52,120)

Financing activities
Proceeds from long-term borrowings                                80,032          90,435         44,044
Payments on long-term borrowings                                 (31,543)        (16,340)       (24,906)
Purchase of treasury stock from management                          (149)            (16)          (258)
Proceeds from issuance of preferred stock and warrants            25,000              --             --
Proceeds from issuance of treasury stock                              --              56             --
Proceeds from issuance of common stock                                --              --             80
Debt issuance costs                                               (1,303)         (3,000)        (1,341)
                                                               ---------       ---------       --------
Net cash provided by financing activities                         72,037          71,135         17,619
Effect of exchange rate changes on cash                               80              70             --
                                                               ---------       ---------       --------
Net increase (decrease) in cash and cash equivalents                (492)            228           (370)
Cash and cash equivalents at beginning of year                     2,546           2,318          2,688
                                                               ---------       ---------       --------

Cash and cash equivalents at end of year                       $   2,054       $   2,546       $  2,318
                                                               =========       =========       ========
</TABLE>

See notes to consolidated financial statements.


                                      F-6
<PAGE>

                             BPC Holding Corporation

                   Notes to Consolidated Financial Statements
              (In thousands of dollars, except as otherwise noted)

Note 1. Organization

BPC Holding Corporation ("Holding"), through its subsidiary Berry Plastics
Corporation ("Berry" or the "Company") and its subsidiaries Berry Iowa
Corporation ("Berry Iowa"), Berry Tri-Plas Corporation ("Berry Tri-Plas"), Berry
Sterling Corporation ("Berry Sterling"), Aerocon, Inc., PackerWare Corporation
("PackerWare"), Berry Plastics Design Corporation ("Berry Design"), Venture
Packaging, Inc. ("Venture Packaging") and its subsidiaries Venture Packaging
Midwest, Inc. and Berry Plastics Technical Services, Inc., NIM Holdings Limited
and its subsidiary Berry Plastics U.K. Limited ("Berry UK") and its subsidiary
Norwich Acquisition Limited, Knight Plastics, Inc., CPI Holding Corporation and
its subsidiary Cardinal Packaging, Inc. ("Cardinal"), Berry Plastics Acquisition
Corporation II, Poly-Seal Corporation, Berry Plastics Acquisition Corporation
III, and CBP Holdings, S.r.l. and its subsidiaries Capsol S.p.a. and Ociesse
S.r.l. manufactures and markets plastic packaging products through its
facilities located in Evansville, Indiana; Henderson, Nevada; Iowa Falls, Iowa;
Charlotte, North Carolina; Suffolk, Virginia; Lawrence, Kansas; Monroeville,
Ohio; Norwich, England; Woodstock, Illinois; Streetsboro, Ohio; Baltimore,
Maryland, and Milan, Italy.

In October 1998, the Company acquired a facility in Arlington Heights, Illinois
in connection with assets purchased from the Knight Engineering and Plastics
Division of Courtaulds Packaging Inc. In 1999, the Company closed the Arlington
Heights facility. In connection with the acquisition of CPI Holding Corporation
in July 1999, the Company also acquired manufacturing facilities in Ontario,
California and Minneapolis, Minnesota. The Ontario facility was closed in 1999,
and all production was removed from the Minneapolis facility in 2000. Also in
2000, the Company closed its manufacturing facility in York, Pennsylvania. The
business from these closed locations are distributed throughout Berry's
facilities.

Holding's fiscal year is a 52/53 week period ending generally on the Saturday
closest to December 31. All references herein to "2000," "1999," and "1998,"
relate to the fiscal years ended December 30, 2000, January 1, 2000, and January
2, 1999, respectively.

Note 2. Summary of Significant Accounting Policies

Consolidation and Business

The consolidated financial statements include the accounts of Holding and its
subsidiaries, all of which are wholly owned. Intercompany accounts and
transactions have been eliminated in consolidation. Holding, through its wholly
owned subsidiaries, operates in three primary divisions: open-top containers,
aerosol overcaps and closures, and drink cups and housewares. The Company's
customers are located principally throughout the United States, without
significant concentration in any one region or with any one customer. The
Company performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral.

Purchases of various densities of plastic resin used in the manufacture of the
Company's products aggregated approximately $94.7 million in 2000. Dow Chemical
Corporation is the principal supplier (approximately 33%) of the Company's total
resin material requirements. The Company also uses other suppliers such as Union
Carbide, Chevron, ExxonMobil, Nova and Equistar to meet its resin requirements.
The Company does not anticipate any material difficulty in obtaining an
uninterrupted supply of raw materials at competitive prices in the near future.
However, should a significant shortage of the supply of resin occur, changes in
both the price and availability of the principal raw material used in the
manufacture of the Company's products could occur and result in financial
disruption to the Company.


                                      F-7
<PAGE>

             Notes to Consolidated Financial Statements (continued)

The Company is subject to existing and potential federal, state, local and
foreign legislation designed to reduce solid waste in landfills. While the
principal resins used by the Company are recyclable and, therefore, reduce the
Company's exposure to legislation promulgated to date, there can be no assurance
that future legislation or regulatory initiatives would not have a material
adverse effect on the Company. Legislation, if promulgated, requiring plastics
to be degradable in landfills or to have minimum levels of recycled content
would have a significant impact on the Company's business as would legislation
providing for disposal fees or limiting the use of plastic products.

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less at the
date of purchase are considered to be cash equivalents.

Inventories

Inventories are valued at the lower of cost (first in, first out method) or
market.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed primarily by
the straight-line method over the estimated useful lives of the assets ranging
from three to 25 years.

Intangible Assets

Origination fees and deferred financing fees are being amortized using the
straight-line method over the lives of the respective debt agreements.

Covenants not to compete are being amortized using the straight-line method over
the respective lives of the agreements ranging from one to five years.

The costs in excess of net assets acquired represent the excess purchase price
over the fair value of the net assets acquired in the original acquisition of
Berry Plastics and subsequent acquisitions. These costs are being amortized
using the straight-line method over a range of 15 to 20 years.

Holding periodically evaluates the value of intangible assets to determine if
impairment has occurred. This evaluation is based on various analyses including
reviewing anticipated cash flows.

Revenue Recognition

Revenue from sales of products is recognized at the time product is shipped to
the customer.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Reclassifications

Certain amounts on the 1999 and 1998 financial statements have been reclassified
to conform to the 2000 presentation.


                                      F-8
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Impact of Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, which is required to be adopted in fiscal years
beginning after June 15, 2000. This statement establishes accounting reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The statement requires
all derivatives be recognized on the balance sheet at fair value. Changes in the
fair value of derivatives will be accounted for based upon their intended use
and designation. The adoption of this standard is not expected to have a
material effect on the consolidated financial statements.

Note 3. Acquisitions

On July 2, 1998, NIM Holdings, a newly-formed, wholly-owned subsidiary of Berry,
acquired all of the capital stock of Norwich Moulders of Norwich, England for
aggregate consideration of approximately $14.0 million. The purchase was
primarily financed through the senior credit facility. The operations of Norwich
Moulders are included in Berry's operations since the acquisition date using the
purchase method of accounting.

On October 16, 1998, Knight Plastics, Inc. ("Knight"), a newly formed
wholly-owned subsidiary of Berry, acquired substantially all of the assets of
the Knight Engineering and Plastics Division of Courtaulds Packaging Inc. for
aggregate consideration of approximately $18.0 million. The purchase was
financed through the senior credit facility's revolving line of credit. The
operations of Knight are included in Berry's operations since the acquisition
date using the purchase method of accounting.

On July 6, 1999, the Company acquired all of the outstanding capital stock of
CPI Holding Corporation ("Cardinal"), the parent company of Cardinal Packaging,
Inc. for aggregate consideration of approximately $72.0 million. The purchase
was financed through the issuance by Berry of $75.0 million of 11% Senior
Subordinated Notes. The operations of Cardinal are included in Berry's
operations since the acquisition date using the purchase method of accounting.

On May 9, 2000, Berry acquired all of the outstanding capital stock of Poly-Seal
Corporation ("Poly-Seal") for aggregate consideration of approximately $58.0
million. The purchase was financed through the issuance by Holding of $25.0
million of 14% preferred stock and warrants and additional borrowings under the
senior credit facility. The operations of Poly-Seal are included in Berry's
operations since the acquisition date using the purchase method of accounting.
The fair value of the net assets acquired was based on preliminary estimates and
may be revised at a later date.

On October 4, 2000, Berry, through its newly-formed, wholly owned Italian
subsidiary CBP Holdings S.r.l. ("Capsol"), acquired all of the outstanding
capital stock of Capsol S.p.a., headquartered in Cornate d'Adda, near Milan,
Italy and the whole quota capital of a related company, Ociesse S.r.l., for
aggregate consideration of approximately $14.0 million. The purchase was
financed through borrowings under the senior credit facility. The operations of
Capsol are included in Berry's operations since the acquisition date using the
purchase method of accounting. The fair value of the net assets acquired was
based on preliminary estimates and may be revised at a later date.

The pro forma results listed below are unaudited and reflect purchase accounting
adjustments assuming the Cardinal, Poly-Seal and Capsol acquisitions occurred at
the beginning of each fiscal year presented.

<TABLE>
<CAPTION>
                                                              Year Ended
                                                    ----------------------------
                                                    December 30,      January 1,
                                                        2000             2000
                                                    ------------      ----------
<S>                                                  <C>              <C>
Pro forma net sales                                  $ 433,153        $ 418,749
Pro forma loss before extraordinary item               (26,465)         (14,147)
Pro forma net loss                                     (27,487)         (14,147)

</TABLE>

                                      F-9
<PAGE>

             Notes to Consolidated Financial Statements (continued)

The pro forma financial information is presented for informational purposes only
and is not necessarily indicative of the operating results that would have
occurred had the acquisitions been consummated at the above dates, nor are they
necessarily indicative of future operating results. Further, the information
gathered on the acquired companies is based upon unaudited internal financial
information and reflects only pro forma adjustments for additional interest
expense and amortization of the excess of the cost over the underlying net
assets acquired, net of the applicable income tax effects.

Note 4. Intangible Assets

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                   December 30,       January 1,
                                                       2000              2000
                                                   ------------       ----------
<S>                                                 <C>               <C>
Deferred financing and origination fees             $  19,621         $  18,924
Covenants not to compete                                9,997             7,745
Excess of cost over net assets acquired               131,775            96,104
Accumulated amortization                              (32,903)          (19,865)
                                                    ---------         ---------
                                                    $ 128,490         $ 102,908
                                                    =========         =========
</TABLE>

Excess of cost over net assets acquired increased primarily due to the
acquisitions of Poly-Seal and Capsol to the extent the purchase price exceeded
the fair value of the net assets acquired.

Note 5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                      December 30,    January 1,
                                                          2000           2000
                                                      ------------    ----------
<S>     <C>                                             <C>            <C>
Holding 12.50% Senior Secured Notes                     $127,282       $111,956
Berry 12.25% Senior Subordinated Notes                   125,000        125,000
Berry 11% Senior Subordinated Notes                       75,000         75,000
Term loans                                                75,607         55,221
Revolving lines of credit                                 35,447         31,649
Second Lien Senior Credit Facility                        25,000             --
Nevada Industrial Revenue Bonds                            3,500          4,000
Capital leases                                             1,435            479
Debt premium, net                                            535            684
                                                        --------       --------
                                                         468,806        403,989
Less current portion of long-term debt                    23,232         21,109
                                                        --------       --------
                                                        $445,574       $382,880
                                                        ========       ========
</TABLE>

Holding 12.50% Senior Secured Notes

On June 18, 1996, Holding, as part of a recapitalization (see Note 9), issued
12.50% Senior Secured Notes due 2006 (the "1996 Offering") for net proceeds,
after expenses, of approximately $100.2 million (or $64.6 million after
deducting the amount of such net proceeds used to purchase marketable securities
available for payment of interest on the notes). These notes were exchanged in
October 1996 for the 12.50% Series B Senior Secured Notes due 2006 (the "1996
Notes"). Interest is payable semi-annually on June 15 and December 15 of each
year. In addition, from December 15, 1999 until June 15, 2001, Holding may, at
its option, pay interest, at an increased rate of 0.75% per annum, in additional
1996 Notes valued at 100% of the principal amount thereof. Holding has issued an
additional approximately $22.3 million ($15.3 million in 2000) aggregate
principal amount of 1996 Notes in satisfaction of its interest obligation.


                                      F-10
<PAGE>

             Notes to Consolidated Financial Statements (continued)

The 1996 Notes rank senior in right of payment to all existing and future
subordinated indebtedness of Holding, including Holding's subordinated guarantee
of all of Berry's Senior Subordinated Notes and pari passu in right of payment
with all senior indebtedness of Holding. The 1996 Notes are effectively
subordinated to all existing and future senior indebtedness of Berry, including
borrowings under the senior credit facility, second lien senior credit facility,
and the Nevada Industrial Revenue Bonds.

Berry 12.25% Senior Subordinated Notes

On April 21, 1994, Berry completed an offering of 100,000 units consisting of
$100.0 million aggregate principal amount of 12.25% Berry Plastics Corporation
Senior Subordinated Notes, due 2004 (the "1994 Notes") and 100,000 warrants to
purchase 1.13237 shares of Class A Common Stock, $.00005 par value (collectively
the "1994 Transaction"), of Holding. The net proceeds to Berry from the sale of
the 1994 Notes, after expenses, were $93.0 million. On August 24, 1998, Berry
completed an additional offering of $25.0 million aggregate principal amount of
12.25% Series B Senior Subordinated Notes due 2004 (the "1998 Notes"). The net
proceeds to Berry from the sale of the 1998 Notes, after expenses, were $25.2
million. The 1994 Notes and 1998 Notes mature on April 15, 2004 and interest is
payable semi-annually on October 15 and April 15 of each year and commenced on
October 15, 1994 and October 15, 1998 for the 1994 Notes and 1998 Notes,
respectively. Holding and all of Berry's subsidiaries fully, jointly, severally,
and unconditionally guarantee on a senior subordinated basis the 1994 Notes and
1998 Notes. There are no nonguarantor subsidiaries. Berry and all of Berry's
subsidiaries are 100% owned by Holding. Separate narrative information or
financial statements of guarantor subsidiaries have not been included as
management believes thy would not be material to investors.

Berry is not required to make mandatory redemption or sinking fund payments with
respect to the 1994 Notes and 1998 Notes. The 1994 Notes and 1998 Notes may be
redeemed at the option of Berry, in whole or in part, at redemption prices
ranging from 104.083% in 2001 to 100% in 2002 and thereafter. Upon a change in
control, as defined in the indenture entered into in connection with the 1994
Transaction (the "1994 Indenture") and the 1998 Transaction ("1998 Indenture"),
each holder of notes will have the right to require Berry to repurchase all or
any part of such holder's notes at a repurchase price in cash equal to 101% of
the aggregate principal amount thereof plus accrued interest.

The 1994 Notes and 1998 Notes rank pari passu with or senior in right of payment
to all existing and future subordinated indebtedness of Berry. The notes rank
junior in right of payment to all existing and future senior indebtedness of
Berry, including borrowings under the senior credit facility, second lien senior
credit facility, and the Nevada Industrial Revenue Bonds.

The 1994 Indenture and 1998 Indenture contains certain covenants which, among
other things, limit Berry and its subsidiaries' ability to incur debt, merge or
consolidate, sell, lease or transfer assets, make dividend payments and engage
in transactions with affiliates.

Berry 11% Senior Subordinated Notes

On July 6, 1999, Berry completed an offering of $75.0 million aggregate
principal amount of 11% Berry Plastics Corporation Senior Subordinated Notes,
due 2007 (the "1999 Notes"). The net proceeds to Berry from the sale of the 1999
Notes, after expenses, were $72.0 million. The 1999 Notes mature on July 15,
2007 and interest is payable semi-annually on January 15 and July 15 of each
year and commenced on January 15, 2000. Holding and all of Berry's subsidiaries
fully, jointly, and severally, and unconditionally guarantee on a senior
subordinated basis the 1999 Notes. There are no nonguarantor subsidiaries.

Berry is not required to make mandatory redemption or sinking fund payments with
respect to the 1999 Notes. On or subsequent to July 15, 2003, the 1999 Notes may
be redeemed at the option of Berry, in whole or in part, at redemption prices
ranging from 105.5% in 2003 to 100% in 2006 and thereafter. Upon a change in
control, as defined in the indenture entered into in connection with the 1999
Transaction (the "1999 Indenture"), each holder of notes will have the right to
require Berry to repurchase all or any part of such holder's notes at a
repurchase price in cash equal to 101% of the aggregate principal amount thereof
plus accrued interest.


                                      F-11
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Credit Facility

The Company has a financing and security agreement (the "Financing Agreement")
with a syndicate of lenders led by Bank of America for a senior secured credit
facility (the "Credit Facility"). The Financing Agreement amended the prior
agreement as additional funds were made available in connection with the
acquisition of Poly-Seal. The amendment resulted in an extraordinary charge in
fiscal 2000 of $1.0 million of deferred financing and origination costs
associated with the Financing Agreement and the prior financing agreement. As of
December 30, 2000, the Credit Facility provides the Company with (i) a $70.0
million revolving line of credit ("US Revolver"), subject to a borrowing base
formula, (ii) a $2.4 million (using the December 30, 2000 exchange rate)
revolving line of credit denominated in British Sterling in the U.K. ("UK
Revolver"), subject to a separate borrowing base formula, (iii) a $72.1 million
term loan facility, (iv) a $3.5 million (using the December 30, 2000 exchange
rate) term loan facility denominated in British Sterling in the U.K. ("UK Term
Loan") and (v) a $4.2 million standby letter of credit facility to support the
Company's and its subsidiaries' obligations under the Nevada Bonds. At December
30, 2000, the Company had unused borrowing capacity under the Credit Facility's
revolving line of credit of approximately $25.1 million. The indebtedness under
the Credit Facility is guaranteed by Holding and all of its subsidiaries (other
than its subsidiaries in Italy). The obligations of the Company and the
subsidiaries under the Credit Facility and the guarantees thereof are secured by
substantially all of the assets of such entities.

CBP Holdings, S.r.l. has a revolving credit facility (the "Italy Revolver") from
Bank of America for $12.7 million (using the December 30, 2000 exchange rate)
denominated in Euros. Bank of America also extends working capital financing
(the "Italy Working Capital Line") of up to $1.5 million (using the December 30,
2000 exchange rate) denominated in Euros. The full amount available under the
Italy Revolver and the Italy Working Capital Line are applied to reduce amounts
available under the US Revolver, as does the outstanding balance under the UK
Revolver.

The Credit Facility matures on January 21, 2002 unless previously terminated by
the Company or by the lenders upon an Event of Default as defined in the
Financing Agreement. The term loan facility requires periodic payments, varying
in amount, through the maturity of the facility. Interest on borrowings under
the Credit Facility is based on either (i) the lender's base rate (which is the
higher of the lender's prime rate and the federal funds rate plus 0.5%) plus an
applicable margin of 0.0% to 0.75% or (ii) eurodollar LIBOR (adjusted for
reserves) plus an applicable margin of 2.0% to 2.75%, at the Company's option
(8.9% at December 30, 2000 and 8.1% at January 1, 2000). Following receipt of
the quarterly financial statements, the agent under the Credit Facility shall
change the applicable interest rate margin on loans (other than under the UK
Revolver and UK Term Loan) once per quarter to a specified margin determined by
the ratio of funded debt to EBITDA of the Company and its subsidiaries.
Notwithstanding the foregoing, interest on borrowings under the UK Revolver and
the UK Term Loan is based on sterling LIBOR (adjusted for reserves) plus 2.5%.
Interest on borrowings under the Italy Revolver and the Italy Working Capital
Line is based on EURIBOR plus 2.0%.

The Credit Facility contains various covenants that include, among other things:
(i) maintenance of certain financial ratios and compliance with certain
financial tests and limitations, (ii) limitations on the issuance of additional
indebtedness and (iii) limitations on capital expenditures.

Second Lien Senior Credit Facility

On July 17, 2000, Berry obtained a second lien senior credit facility from
General Electric Capital Corporation for an aggregate principal amount of $25.0
million (the "Second Lien Senior Facility"), resulting in net proceeds of $24.3
million after fees and expenses. The proceeds were utilized to reduce amounts
then outstanding under the US Revolver. The indebtedness is guaranteed by
Holding and all of its subsidiaries (other than its subsidiaries in Italy). The
Second Lien Senior Facility is secured by a second priority lien on
substantially the same collateral as the collateral for the Credit Facility.

The $25.0 million principal amount is due upon the Second Lien Senior Facility's
maturity on July 1, 2002. Interest is based on either (i) the lender's base rate
(which is the higher of the prime rate and the federal funds rate plus 0.5%)
plus an applicable margin of 3.0% or (ii) eurodollar LIBOR (adjusted for
reserves) plus an applicable margin of 4.5%, at the Company's option (11.1% at
December 30, 2000). The covenants under the Second Lien Senior Facility are
substantially the same as those in the Credit Facility.


                                      F-12
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Nevada Industrial Revenue Bonds

The Nevada Industrial Revenue Bonds bear interest at a variable rate (5.0% at
December 30, 2000 and 5.7% at January 1, 2000), require annual principal
payments of $0.5 million on April 1, are collateralized by irrevocable letters
of credit issued by Bank of America under the Credit Facility and mature in
April 2007.

Other

Future maturities of long-term debt are as follows: 2001, $23,232; 2002,
$113,917; 2003, $575; 2004, $125,640; 2005, $500 and $204,407 thereafter.

Interest paid was $32,836, $29,759, and $33,236 for 2000, 1999, and 1998,
respectively. Interest capitalized was $1,707, $1,447, and $777 for 2000, 1999,
and 1998, respectively.

Note 6. Lease and Other Commitments

Certain property and equipment are leased using capital and operating leases.
Capitalized lease property consisted of manufacturing equipment with a cost of
$3,589 and $993 and related accumulated amortization of $1,483 and $169 at
December 30, 2000, and January 1, 2000, respectively. Capital lease amortization
is included in depreciation expense. Total rental expense for operating leases
was approximately $9,183, $7,282, and $5,414 for 2000, 1999, and 1998,
respectively.

Future minimum lease payments for capital leases and noncancellable operating
leases with initial terms in excess of one year are as follows:

<TABLE>
<CAPTION>
                                                       At December 30, 2000
                                                --------------------------------
                                                Capital Leases  Operating Leases
                                                --------------  ----------------

<S>                                                <C>              <C>
2001                                               $    553         $10,482
2002                                                    459           8,740
2003                                                    309           6,821
2004                                                    213           5,645
2005                                                     --           4,060
Thereafter                                               --           9,119
                                                   --------         -------
                                                      1,534         $44,867
                                                                    =======
Less: amount representing interest                      (99)
                                                   --------
Present value of net minimum lease payments        $  1,435
                                                   ========

</TABLE>

Note 7. Income Taxes

For financial reporting purposes, income (loss) before income taxes and
extraordinary item, by tax jurisdiction, is comprised of the following:

<TABLE>
<CAPTION>
                                 December 30,       January 1,        January 2,
                                     2000              2000              1999
                                 ------------       ----------        ----------
<S>                               <C>                <C>               <C>
United States                     $(18,506)          $(8,105)          $(8,444)
Foreign                             (3,721)             (479)              595
                                  --------           -------           -------
                                  $(22,227)          $(8,584)          $(7,819)
                                  ========           =======           =======

</TABLE>


                                      F-13
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax liabilities and assets at December 30, 2000 and January 1, 2000 are
as follows:

<TABLE>
<CAPTION>
                                                             December 30,    January 1,
                                                                 2000            2000
                                                             ------------    ----------
<S>                                                            <C>            <C>
Deferred tax assets:
     Allowance for doubtful accounts                           $    565       $    529
     Inventory                                                    1,481          1,047
     Compensation and benefit accruals                            2,412          1,508
     Insurance reserves                                             628            415
     Net operating loss carryforwards                            17,214         11,943
     Alternative minimum tax (AMT) credit carryforwards           3,055          3,055
                                                               --------       --------
          Total deferred tax assets                              25,355         18,497
     Valuation allowance                                         (6,607)        (3,572)
                                                               --------       --------
          Deferred tax assets, net of valuation allowance        18,748         14,925
Deferred tax liabilities:
        Depreciation and amortization                            19,239         15,428
                                                               --------       --------
Net deferred tax liability                                         (491)      $   (503)
                                                               ========       ========
</TABLE>

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                 December 30,       January 1,        January 2,
                                     2000              2000              1999
                                 ------------       ----------        ----------
<S>                                 <C>                <C>              <C>
Current
 Federal                            $  --              $ --             $(493)
 Foreign                               --                80               152
 State                                207               468                92
Deferred
 Federal                               --                --                --
 Foreign                             (349)                6                --
 State                                 --                --                --
                                    -----              ----             -----
Income tax expense (benefit)         (142)             $554             $(249)
                                    =====              ====             =====

</TABLE>

Holding has unused operating loss carryforwards of approximately $44.0 million
for federal and state income tax purposes which begin to expire in 2010. AMT
credit carryforwards are available to Holding indefinitely to reduce future
years' federal income taxes.

Income taxes paid during 2000, 1999, and 1998 approximated $329, $860, and $526,
respectively.


                                      F-14
<PAGE>

             Notes to Consolidated Financial Statements (continued)

A reconciliation of income tax expense (benefit), computed at the federal
statutory rate, to income tax expense, as provided for in the financial
statements, is as follows:

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                           ---------------------------------------
                                                           December 30,   January 1,    January 2,
                                                               2000          2000          1999
                                                           ------------   ----------    ----------
<S>                                                          <C>           <C>           <C>
Income tax expense (benefit) computed at statutory rate      $(7,557)      $(2,919)      $(2,658)
State income tax expense, net of federal benefit                (403)          309            90
Amortization of goodwill                                       2,262         1,292           339
Expenses not deductible for income tax purposes                  119           248           432
Change in valuation allowance                                  5,340         1,773         1,677
Other                                                             97          (149)         (129)
                                                             -------       -------       -------
Income tax expense (benefit)                                 $  (142)      $   554       $  (249)
                                                             =======       =======       =======
</TABLE>

Note 8. Employee Retirement Plans

Berry sponsors a defined contribution 401(k) retirement plan covering
substantially all employees. Contributions are based upon a fixed dollar amount
for employees who participate and percentages of employee contributions at
specified thresholds. Contribution expense for this plan was approximately
$1,301, $1,057, and $933 for 2000, 1999, and 1998, respectively.

Note 9. Stockholders' Equity

Common Stock

On June 18, 1996, Holding consummated the transaction described below (the "1996
Transaction"). BPC Mergerco, Inc. ("Mergerco"), a wholly owned subsidiary of
Holding, was organized by Atlantic Equity Partners International II, L.P.
("International"), J.P. Morgan Partners (SBIC), LLC (formerly known as Chase
Venture Capital Associates, L.P.) ("JPMP(SBIC)"), and certain other
institutional investors to effect the acquisition of a majority of the
outstanding capital stock of Holding. Pursuant to the terms of a Common Stock
Purchase Agreement dated as of June 12, 1996 each of International, JPMP(SBIC)
and certain other equity investors (collectively the "Common Stock Purchasers")
subscribed for shares of common stock of Mergerco. In addition, pursuant to the
terms of a Preferred Stock Purchase Agreement dated as of June 12, 1996 (the
"Preferred Stock Purchase Agreement"), JPMP(SBIC) and an additional
institutional investor (the "Preferred Stock Purchasers") purchased shares of
preferred stock of Mergerco (the "Preferred Stock") and warrants (the "1996
Warrants") to purchase shares of common stock of Mergerco. Immediately after the
purchase of the common stock, the preferred stock and the 1996 Warrants of
Mergerco, Mergerco merged (the "Merger") with and into Holding, with Holding
being the surviving corporation. Upon the consummation of the Merger: each share
of the Class A Common Stock, $.00005 par value, and Class B Common Stock,
$.00005 par value, of Holding and certain privately-held warrants exercisable
for such Class A and Class B Common Stock were converted into the right to
receive cash equal to the purchase price per share for the common stock into
which such warrants were exercisable less the amount of the nominal exercise
price therefor, and all other classes of common stock of Holding, a majority of
which was held by certain members of management, were converted into shares of
common stock of the surviving corporation. In addition, upon the consummation of
the Merger, the holders of the warrants (the "1994 Warrants") to purchase
capital stock of Holding that were issued in connection with the 1994
Transaction became entitled to receive cash equal to the purchase price per
share for the common stock into which such warrants were exercisable less the
amount of the exercise price therefor. The Company's common stock shareholders
who held common stock immediately preceding the 1996 Transaction retained 78% of
the common stock.

The authorized capital stock of Holding consists of 4,700,000 shares of capital
stock, including 2,500,000 shares of Common Stock, $.01 par value (the "Holding
Common Stock"). Of the 2,500,000 shares of Holding Common Stock, 500,000 shares
are designated Class A Voting Common Stock (the "Class A Voting Stock"), 500,000
shares are designated Class A Nonvoting Common Stock (the "Class A Nonvoting
Stock"), 500,000 shares are designated Class B Voting Common Stock (the "Class B
Voting Stock"), 500,000 shares are designated Class B Nonvoting Common Stock
(the "Class B Nonvoting Stock"), and 500,000 shares are designated Class C
Nonvoting Common Stock (the "Class C Nonvoting Stock").


                                      F-15
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Preferred Stock And Warrants

In June 1996, for aggregate consideration of $15.0 million, Holding issued units
(the "Units") comprised of Series A Senior Cumulative Exchangeable Preferred
Stock, par value $.01 per share (the "Preferred Stock"), and detachable warrants
to purchase shares of Class B Common Stock (voting and non-voting) constituting
6% of the issued and outstanding Common Stock of all classes, determined on a
fully-diluted basis (the "Warrants").

Dividends accrue at a rate of 14% per annum, compounding and payable quarterly
in arrears (each date of payment, a "Dividend Payment Date") and will accumulate
until declared and paid. Dividends declared and accruing prior to the first
Dividend Payment Date occurring after the sixth anniversary of the issue date
(the "Cash Dividend Date") may, at the option of Holding, be paid in cash in
full or in part or accrue quarterly on a compound basis. Thereafter, all
dividends are payable in cash in arrears. The dividend rate is subject to
increase to a rate of (i) 16% per annum if (and for so long as) Holding fails to
declare and pay dividends in cash for any quarterly period following the Cash
Dividend Date and (ii) 15% per annum if (and for so long as) Holding fails to
comply with its obligations relating to the rights and preferences of the
Preferred Stock. If Holding fails to pay in full, in cash, (a) all accrued and
unpaid dividends on or prior to the twelfth anniversary of the issue date or (b)
all accrued dividends on any Dividend Payment Date following the twelfth
anniversary of the issue date, the holders of Preferred Stock will be permitted
to elect a majority of the Board of Directors of Holding.

The Preferred Stock ranks prior to all other classes of stock of Holding upon
liquidation and is entitled to receive, out of assets available for
distribution, cash in the aggregate amount of $15.0 million, plus all accrued
and unpaid dividends thereon. Subject to the terms of the 1996 Indenture, on any
Dividend Payment Date, Holding has the option of exchanging the Preferred Stock,
in whole but not in part, for Senior Subordinated Exchange Notes, at the rate of
$25 in principal amount of notes for each $25 of liquidation preference of
Preferred Stock held; provided, however, that no shares of Preferred Stock may
be exchanged for so long as any shares of Preferred Stock are held by JPMP(SBIC)
or its affiliates. Upon such exchange, Holding will be required to pay in cash
all accrued and unpaid dividends.

Pursuant to the Preferred Stock Purchase Agreement, the holders of Preferred
Stock and Warrants have unlimited incidental registration rights (subject to
cutbacks under certain circumstances). The exercise price of the Warrants is
$.01 per Warrant and the Warrants are exercisable immediately upon issuance. All
unexercised warrants will expire on the tenth anniversary of the issue date. The
number of shares issuable upon exercise of a Warrant are subject to
anti-dilution adjustments upon the occurrence of certain events.

In conjunction with the Venture Packaging acquisition, Holding authorized and
issued 200,000 shares of Series B Cumulative Preferred Stock to certain selling
shareholders of Venture Packaging. The Preferred Stock has a stated value of $25
per share, and dividends accrue at a rate of 14.75% per annum and will
accumulate until declared and paid. The Preferred Stock ranks junior to the
Series A Preferred Stock and prior to all other capital stock of Holding. In
addition, Warrants to purchase 9,924 shares of Class B Non-Voting Common Stock
at $108 per share were issued to the same selling shareholders of Venture
Packaging.

In connection with the Poly-Seal acquisition, Holding issued 1,000,000 shares of
Series A-1 Preferred Stock to JPMP(SBIC) and The Northwestern Mutual Life
Insurance Company (collectively, the "Purchasers"). The Series A-1 Preferred
Stock has a stated value of $25 per share, and dividends accrue at a rate of 14%
per annum and will accumulate until declared and paid. The Series A-1 Preferred
Stock ranks pari-passu to the Series A Preferred Stock and prior to all other
capital stock of Holding. In addition, Warrants to purchase an aggregate of
25,997 shares of Class B Non-Voting Common Stock at $0.01 per share were issued
to the Purchasers.

Stock Option Plan

Pursuant to the provisions of the BPC Holding Corporation 1996 Stock Option Plan
(the "Option Plan") as amended, whereby 76,620 shares have been reserved for
future issuance, Holding has granted options to certain officers and key
employees to acquire shares of Class B Nonvoting Common Stock. These options are
subject to various agreements, which among other things, set forth the class of
stock, option price and performance thresholds to determine exercisability and
vesting requirements. The Option Plan expires October 3, 2003 or such earlier
date on which the Board of Directors of Holding, in its sole discretion,
determines. Option prices range from $100 to $226 per share. Options granted
under the Option Plan typically expire after seven years and vest over a
five-year period with half of each person's award based on continued employment
and half based on the Company achieving financial performance targets.


                                      F-16
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Financial Accounting Standards Board Statement 123, Accounting for Stock-Based
Compensation ("Statement 123"), prescribes accounting and reporting standards
for all stock-based compensation plans. Statement 123 provides that companies
may elect to continue using existing accounting requirements for stock-based
awards or may adopt a new fair value method to determine their intrinsic value.
Holding has elected to continue following Accounting Principles Board Opinion
No. 25, Accounting For Stock Issued to Employees ("APB 25") to account for its
employee stock options. Under APB 25, because the exercise price of Holding's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized at the grant date.

Information related to the Option Plan is as follows:

<TABLE>
<CAPTION>
                                          December 30, 2000           January 1, 2000            January 2, 1999
                                        ---------------------      ---------------------      --------------------
                                                     Weighted                   Weighted                  Weighted
                                        Number        Average      Number        Average      Number       Average
                                          Of         Exercise        Of         Exercise        Of        Exercise
                                        Shares         Price       Shares        Price        Shares       Price
                                        ---------------------      ---------------------      --------------------
<S>                                     <C>             <C>        <C>          <C>            <C>          <C>
Options outstanding, beginning of
    year                                51,479          107        50,729       $ 105          47,708       $101
Options granted                         16,225          226         1,500         170          11,005        122
Options exercised                           --           --            --          --              --         --
Options canceled                        (6,930)         158          (750)        115          (7,984)       100
                                        ------                     ------                      ------
Options outstanding, end of year        60,774          132        51,479         107          50,729        105
                                        ======                     ======                      ======

Option price range at end of year             $100 - $226               $100 - $170                $100 - $122
Options exercisable at end of year               34,641                    30,091                     25,191
Options available for grant at year
    end                                          15,846                      141                        891
Weighted average fair value of
    options granted during year                   $226                      $170                       $122
</TABLE>

The following table summarizes information about the options outstanding at
December 30, 2000:

<TABLE>
<CAPTION>
                                                                                    Weighted
     Range of                                           Weighted Average            Average                   Number
     Exercise            Number Outstanding          Remaining Contractual          Exercise              Exercisable at
      Prices            At December 30, 2000                 Life                    Price               December 30, 2000
--------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                       <C>                     <C>
    $100 - $122                45,649                       2 years                   $103                    32,978
    $170 - $226                15,125                       6 years                   $216                     1,663
</TABLE>

Disclosure of pro forma financial information is required by Statement 123 as if
Holding had accounted for its employee stock options using the fair value method
as defined by the Statement. The fair value for options granted by Holding have
been estimated at the date of grant using a Black Scholes option pricing model
with the following weighted average assumptions:

<TABLE>
<CAPTION>
                                                        Year Ended
                                          --------------------------------------
                                          December 30,   January 1,   January 2,
                                              2000          2000         1999
                                          ------------   ----------   ----------

<S>                                         <C>          <C>          <C>
Risk-free interest rate                     6.5%         7.0%         6.4%
Dividend yield                              0.0%         0.0%         0.0%
Volatility factor                           .20          .19          .20
Expected option life                        6.5 years    5.0 years    5.0 years

</TABLE>


                                      F-17
<PAGE>

             Notes to Consolidated Financial Statements (continued)

For purposes of the pro forma disclosures, the estimated fair value of the stock
options are amortized to expense over the related vesting period. Because
compensation expense is recognized over the vesting period, the initial impact
on pro forma net loss may not be representative of compensation expense in
future years, when the effect of amortization of multiple awards would be
reflected in the Consolidated Statement of Operations. Holding's pro forma net
losses giving effect to the estimated compensation expense related to stock
options are as follows:

<TABLE>
<CAPTION>
                                                       Year Ended
                                  ----------------------------------------------
                                  December 30,       January 1,       January 2,
                                      2000              2000            1999
                                  ------------       ----------       ----------

<S>                                 <C>               <C>              <C>
Pro forma net loss                  $(22,492)         $(9,400)         $(7,798)
</TABLE>

Stockholders Agreements

Holding entered into a stockholders agreement (the "Stockholders Agreement")
dated as of June 18, 1996, as amended with the Common Stock Purchasers, certain
management stockholders and, for limited purposes thereunder, the Preferred
Stock Purchasers. The Stockholders Agreement grants certain rights including,
but not limited to, designation of members of Holding's Board of Directors, the
initiation of an initial public offering of equity securities of the Company or
a sale of Holding. The agreement also restricts certain transfers of Holding's
equity.

Holding has an agreement with its management stockholders and International that
contains provisions (i) limiting transfers of equity by the management
stockholders; (ii) requiring the management stockholders to sell their shares as
designated by Holding or International upon the consummation of certain
transactions; (iii) granting the management stockholders certain rights of
co-sale in connection with sales by International; (iv) granting rights to
repurchase capital stock from the management stockholders upon the occurrence of
certain events; and (v) requiring the management stockholders to offer shares to
Holding prior to any permitted transfer.

Note 10. Related Party Transactions

First Atlantic Capital, Ltd. ("First Atlantic") is engaged by International to
provide certain financial and management consulting services for which it
receives annual fees. The Company is party to a management agreement (the
"Management Agreement") with First Atlantic. Pursuant to the Management
Agreement, First Atlantic received advisory fees of approximately $140, $180,
$690, and $580 in July 1998, October 1998, July 1999 and May 2000, respectively,
for originating, structuring and negotiating the acquisitions of Berry UK,
Knight, Cardinal, and Poly-Seal, respectively.

In consideration of financial advisory and management consulting services, the
Company paid First Atlantic fees and expenses of $821, $792 and $835 for fiscal
2000, 1999, and 1998, respectively.

Note 11. Fair Value of Financial Instruments Information

Holding's and the Company's financial instruments generally consist of cash and
cash equivalents and long-term debt. The carrying amounts of Holding's and the
Company's financial instruments approximate fair value at December 30, 2000,
except for the 1994 Notes, 1996 Notes, 1998 Notes and 1999 Notes for which the
fair value was below the carrying value by approximately $15.7 million, $56.6
million, $4.8 million and $21.0 million, respectively.


                                      F-18
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Note 12. Operating Segments

The Company has three reportable segments: containers, overcaps and closures,
and drink cups and housewares products. The Company evaluates performance and
allocates resources based on operating income before depreciation and
amortization of intangibles adjusted to exclude (i) stock option accounting,
(ii) other non-recurring or "one-time" expenses, and (iii) management fees and
reimbursed expenses paid to First Atlantic ("Adjusted EBITDA"). The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies.

<TABLE>
<CAPTION>
                                                                     Year Ended
                                                    -------------------------------------------
                                                    December 30,     January 1,      January 2,
                                                        2000            2000            1999
                                                    ------------     ----------      ----------
<S>                                                  <C>             <C>             <C>
Net sales:
  Containers                                         $ 231,209       $ 188,696       $ 154,048
  Overcaps and closures                                112,202          81,035          56,362
  Drink cups and housewares                             64,677          59,103          61,420
Adjusted EBITDA:
  Containers                                            47,578          41,303          32,742
  Overcaps and closures                                 23,646          20,476          17,226
  Drink cups and housewares                              9,167           9,762           9,796
Total assets:
  Containers                                           189,129         147,931         133,667
  Overcaps and closures                                178,768         133,230          76,076
  Drink cups and housewares                             45,225          59,646          45,574

Reconciliation of Adjusted EBITDA to loss
   before income taxes:
     Adjusted EBITDA for reportable segments         $  80,391       $  71,541       $  59,764
     Net interest expense                              (51,457)        (40,817)        (34,556)
     Depreciation                                      (31,569)        (24,580)        (20,690)
     Amortization                                      (10,579)         (7,215)         (4,139)
     Loss on disposal of property and equipment           (877)         (1,416)         (1,865)
     One-time expenses                                  (6,804)         (5,224)         (4,861)
     Stock option accounting                              (459)             --            (600)
     Management fees                                      (873)           (873)           (872)
                                                     ---------       ---------       ---------
     Loss before income taxes and extraordinary
      item                                           $ (22,227)      $  (8,584)      $  (7,819)
                                                     =========       =========       =========
</TABLE>

One time-expenses represent non-recurring expenses that relate to recently
acquired businesses, plant consolidations, and litigation associated with a
drink cup patent.


                                      F-19
<PAGE>

             Notes to Consolidated Financial Statements (continued)

Note 13. Condensed Consolidating Financial Information (In thousands)

Holding conducts its business through its wholly owned subsidiary, Berry.
Holding and all of Berry's subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the 1994 Notes, 1998
Notes, and 1999 Notes issued by Berry. There are no nonguarantor subsidiaries
with respect to the notes issued by Berry. Holding's 1996 Notes are not
guaranteed by Berry or any of Berry's wholly owned subsidiaries. The 1994
Indenture, 1998 Indenture, and 1999 Indenture restrict, and the Credit Facility
prohibits, Berry's ability to pay any dividend or make any distribution of funds
to Holding to satisfy interest and other obligations on Holding's 1996 Notes.
Berry and all of Berry's subsidiaries are 100% owned by Holding. Separate
narrative information or financial statements of guarantor subsidiaries have not
been included as management believes they would not be material to investors.
Presented below is condensed consolidating financial information for Holding,
Berry, and its subsidiaries at December 30, 2000 and January 1, 2000 and for the
fiscal years ended December 30, 2000, January 1, 2000, and January 2, 1999. The
equity method has been used with respect to investments in subsidiaries.

<TABLE>
<CAPTION>
                                                                       December 30, 2000
                                           --------------------------------------------------------------------------
                                           BPC Holding   Berry Plastics    Combined
                                           Corporation    Corporation     Guarantor      Consolidating
                                             (Parent)       (Issuer)     Subsidiaries     Adjustments    Consolidated
                                             --------       --------     ------------     -----------    ------------
<S>                                         <C>             <C>            <C>             <C>             <C>
Consolidating Balance Sheets
Current assets                              $     220       $ 32,290       $  72,192       $      --       $ 104,702
Net property and equipment                         --         55,221         124,583              --         179,804
Other noncurrent assets                         8,226        267,840         113,455        (260,905)        128,616
                                            ---------       --------       ---------       ---------       ---------
Total assets                                $   8,446       $355,351       $ 310,230       $(260,905)      $ 413,122
                                            =========       ========       =========       =========       =========

Current liabilities                         $     661       $ 50,968       $  32,603       $      --       $  84,232
Noncurrent liabilities                        144,938        299,694         312,691        (290,436)        466,887
Equity (deficit)                             (137,153)         4,689         (35,064)         29,531        (137,997)
                                            ---------       --------       ---------       ---------       ---------
Total liabilities and equity (deficit)      $   8,446       $355,351       $ 310,230       $(260,905)      $ 413,122
                                            =========       ========       =========       =========       =========
<CAPTION>
                                                                       January 1, 2000
                                           --------------------------------------------------------------------------
                                           BPC Holding   Berry Plastics    Combined
                                           Corporation    Corporation      Guarantor    Consolidating
                                             (Parent)       (Issuer)      Subsidiaries    Adjustments    Consolidated
                                             --------       --------      ------------    -----------    ------------
<S>                                         <C>             <C>             <C>            <C>             <C>
Consolidating Balance Sheets
Current assets                              $     703       $  37,296       $ 50,873       $      --       $  88,872
Net property and equipment                         --          53,452         93,340              --         146,792
Other noncurrent assets                        (9,861)        204,656         88,539        (178,191)        105,143
                                            ---------       ---------       --------       ---------       ---------
Total assets                                $  (9,158)      $ 295,404       $232,752       $(178,191)      $ 340,807
                                            =========       =========       ========       =========       =========

Current liabilities                         $   1,033       $  50,983       $ 26,329       $      --       $  78,345
Noncurrent liabilities                        122,957         265,862        198,172        (191,058)        395,933
Equity (deficit)                             (133,148)        (21,441)         8,251          12,867        (133,471)
                                            ---------       ---------       --------       ---------       ---------
Total liabilities and equity (deficit)      $  (9,158)      $ 295,404       $232,752       $(178,191)      $ 340,807
                                            =========       =========       ========       =========       =========
</TABLE>


                                      F-20
<PAGE>

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>
                                                                             Year Ended
                                           -----------------------------------------------------------------------------
                                                                          December 30, 2000
                                           -----------------------------------------------------------------------------
                                           BPC Holding    Berry Plastics      Combined
                                           Corporation     Corporation        Guarantor     Consolidating
                                             (Parent)        (Issuer)        Subsidiarie     Adjustments    Consolidated
                                             --------        --------        -----------     -----------    ------------
<S>                                         <C>             <C>               <C>             <C>             <C>
Consolidating Statements of Operations
Net sales                                   $      --       $ 158,055         $ 250,033       $      --       $ 408,088
Cost of goods sold                                 --         108,739           203,380              --         312,119
                                            ---------       ---------         ---------       ---------       ---------
Gross margin                                       --          49,316            46,653              --          95,969
Operating expenses                                616          23,303            41,943              --          65,862
                                            ---------       ---------         ---------       ---------       ---------
Operating income                                 (616)         26,013             4,710              --          30,107
Other expenses                                     --             258               619              --             877
Interest expense                               16,025          11,221            24,211              --          51,457
Income taxes (benefit)                             18             168              (328)             --            (142)
Extraordinary item                                 --           1,022                --              --           1,022
Equity in net (income) loss
   from subsidiary                              6,448          19,792                --         (26,240)             --
                                            ---------       ---------         ---------       ---------       ---------
Net income (loss)                           $ (23,107)      $  (6,448)        $ (19,792)      $  26,240       $ (23,107)
                                            =========       =========         =========       =========       =========

Consolidating Statements of Cash Flows
Net income (loss)                           $ (23,107)      $  (6,448)        $ (19,792)      $  26,240       $ (23,107)
Non-cash expenses                              16,958          13,332            32,360              --          62,650
Equity in net (income) loss
   from subsidiary                              6,448          19,792                --         (26,240)             --
Changes in working capital                       (646)          2,931            (5,722)             --          (3,437)
                                            ---------       ---------         ---------       ---------       ---------
Net cash provided by (used
   for) operating activities                     (347)         29,607             6,846              --          36,106
Net cash used for investing
   activities                                      --         (78,328)          (30,387)             --        (108,715)
Net cash provided by (used
   for) financing activities                     (136)         48,307            23,866              --          72,037
Effect on exchange rate
   changes on cash                                 --              80                --              --              80
                                            ---------       ---------         ---------       ---------       ---------
Net increase (decrease) in
   cash and cash equivalents                     (483)           (334)              325              --            (492)
Cash and cash equivalents at
   beginning of year                              703             976               867              --           2,546
                                            ---------       ---------         ---------       ---------       ---------
Cash and cash equivalents at
   end of year                              $     220       $     642         $   1,192       $      --       $   2,054
                                            =========       =========         =========       =========       =========
<CAPTION>
                                                                              Year Ended
                                           -----------------------------------------------------------------------------
                                                                           January 1, 2000
                                           -----------------------------------------------------------------------------
                                           BPC Holding    Berry Plastics      Combined
                                           Corporation     Corporation        Guarantor     Consolidating
                                             (Parent)        (Issuer)        Subsidiarie     Adjustments    Consolidated
                                             --------        --------        -----------     -----------    ------------
<S>                                         <C>             <C>               <C>             <C>             <C>
Consolidating Statements of Operations
Net sales                                   $      --       $ 149,901         $ 178,933       $      --       $ 328,834
Cost of goods sold                                 --          98,950           142,117              --         241,067
                                            ---------       ---------         ---------       ---------       ---------
Gross margin                                       --          50,951            36,816              --          87,767
Operating expenses                                 70          23,638            30,410              --          54,118
                                            ---------       ---------         ---------       ---------       ---------
Operating income                                  (70)         27,313             6,406              --          33,649
Other expenses                                     --              21             1,395              --           1,416
Interest expense                               13,845           8,389            18,583              --          40,817
Income taxes (benefit)                             18             425               111              --             554
Extraordinary item                                 --              --                --              --              --
Equity in net (income) loss
   from subsidiary                             (4,795)         13,683                --          (8,888)             --
                                            ---------       ---------         ---------       ---------       ---------
Net income (loss)                           $  (9,138)      $   4,795         $ (13,683)      $   8,888       $  (9,138)
                                            =========       =========         =========       =========       =========

Consolidating Statements of Cash Flows
Net income (loss)                           $  (9,138)      $   4,795         $ (13,683)      $   8,888       $  (9,138)
Non-cash expenses                              14,135          10,663            23,986              --          48,784
Equity in net (income) loss
   from subsidiary                             (4,795)         13,683                --          (8,888)             --
Changes in working capital                       (161)             90            (3,574)             --          (3,645)
                                            ---------       ---------         ---------       ---------       ---------
Net cash provided by (used
   for) operating activities                       41          29,231             6,729              --          36,001
Net cash used for investing
   activities                                      --         (91,918)          (15,060)             --        (106,978)
Net cash provided by (used
   for) financing activities                       40          63,207             7,888              --          71,135
Effect on exchange rate
   changes on cash                                 --              70                --              --              70
                                            ---------       ---------         ---------       ---------       ---------
Net increase (decrease) in
   cash and cash equivalents                       81             590              (443)             --             228
Cash and cash equivalents at
   beginning of year                              622             386             1,310              --           2,318
                                            ---------       ---------         ---------       ---------       ---------
Cash and cash equivalents at
   end of year                              $     703       $     976         $     867       $      --       $   2,546
                                            =========       =========         =========       =========       =========
<CAPTION>
                                                                            Year Ended
                                          ------------------------------------------------------------------------------
                                                                         January 2, 1999
                                          ------------------------------------------------------------------------------
                                          BPC Holding    Berry Plastics      Combined
                                          Corporation     Corporation        Guarantor     Consolidating
                                            (Parent)        (Issuer)        Subsidiarie     Adjustments    Consolidated
                                            --------        --------        -----------     -----------    ------------
<S>                                        <C>             <C>               <C>             <C>             <C>
Consolidating Statements of Operations
Net sales                                  $      --       $ 140,856         $ 130,974       $      --       $ 271,830
Cost of goods sold                                --          91,763           107,464              --         199,227
                                           ---------       ---------         ---------       ---------       ---------
Gross margin                                      --          49,093            23,510              --          72,603
Operating expenses                               748          22,401            20,852              --          44,001
                                           ---------       ---------         ---------       ---------       ---------
Operating income                                (748)         26,692             2,658              --          28,602
Other expenses                                    --             390             1,475              --           1,865
Interest expense                              12,721          12,060             9,775              --          34,556
Income taxes (benefit)                            --            (249)               --              --            (249)
Extraordinary item                                --              --                --              --              --
Equity in net (income) loss
   from subsidiary                            (5,899)          8,592                --          (2,693)             --
                                           ---------       ---------         ---------       ---------       ---------
Net income (loss)                          $  (7,570)      $   5,899         $  (8,592)      $   2,693       $  (7,570)
                                           =========       =========         =========       =========       =========

Consolidating Statements of Cash Flows
Net income (loss)                          $  (7,570)      $   5,899         $  (8,592)      $   2,693       $  (7,570)
Non-cash expenses                             14,157          10,117            17,135              --          41,409
Equity in net (income) loss
   from subsidiary                            (5,899)          8,592                --          (2,693)             --
Changes in working capital                      (596)          1,107              (219)             --             292
                                           ---------       ---------         ---------       ---------       ---------
Net cash provided by (used
   for) operating activities                      92          25,715             8,324              --          34,131
Net cash used for investing
   activities                                     --         (37,012)          (15,108)             --         (52,120)
Net cash provided by (used
   for) financing activities                    (178)         10,733             7,064              --          17,619
Effect on exchange rate
   changes on cash                                --              --                --              --              --
                                           ---------       ---------         ---------       ---------       ---------
Net increase (decrease) in
   cash and cash equivalents                     (86)           (564)              280              --            (370)
Cash and cash equivalents at
   beginning of year                             708             950             1,030              --           2,688
                                           ---------       ---------         ---------       ---------       ---------
Cash and cash equivalents at
   end of year                             $     622       $     386         $   1,310       $      --       $   2,318
                                           =========       =========         =========       =========       =========
</TABLE>


                                      F-21
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 2001.

                                        BPC HOLDING CORPORATION


                                        By /s/ Martin R. Imbler
                                          --------------------------------------
                                          Martin R. Imbler
                                          President

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
         Signature                                      Title                                Date
         ---------                                      -----                                ----


<S>                                    <C>                                              <C>
    /s/ Roberto Buaron                 Chairman of the Board of Directors               March 30, 2001
------------------------------------
      Roberto Buaron


                                       President and Director (Principal Executive
   /s/ Martin R. Imbler                  Officer)                                       March 30, 2001
------------------------------------
     Martin R. Imbler


                                       Executive Vice President, Chief Financial
                                         Officer, Treasurer, and Secretary (Principal
  /s/ James M. Kratochvil                Financial and Accounting Officer)              March 30, 2001
------------------------------------
    James M. Kratochvil


    /s/ David M. Clarke                Director                                         March 30, 2001
------------------------------------
      David M. Clarke


   /s/ Lawrence G. Graev               Director                                         March 30, 2001
------------------------------------
     Lawrence G. Graev


/s/ Donald J. Hofmann, Jr.             Director                                         March 30, 2001
------------------------------------
  Donald J. Hofmann, Jr.


                                       Vice President, Assistant Secretary, and
    /s/ Joseph. S. Levy                  Director                                       March 30, 2001
------------------------------------
      Joseph S. Levy


    /s/ Mathew J. Lori                 Director                                         March 30, 2001
------------------------------------
      Mathew J. Lori
</TABLE>

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 2001.

                                        BERRY PLASTICS CORPORATION


                                        By /s/ Martin R. Imbler
                                          --------------------------------------
                                          Martin R. Imbler
                                          President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
         Signature                                            Title                                            Date
         ---------                                            -----                                            ----


<S>                                    <C>                                                                <C>
    /s/ Roberto Buaron                 Chairman of the Board of Directors                                 March 30, 2001
------------------------------------
      Roberto Buaron


                                       President, Chief Executive Officer and Director
   /s/ Martin R. Imbler                  (Principal Executive Officer)                                    March 30, 2001
------------------------------------
     Martin R. Imbler


                                       Executive Vice President, Chief Financial Officer,
                                         Treasurer and Secretary (Principal Financial and
  /s/ James M. Kratochvil                Accounting Officer)                                              March 30, 2001
------------------------------------
    James M. Kratochvil


    /s/ Joseph. S. Levy                Vice President, Assistant Secretary, and Director                  March 30, 2001
------------------------------------
      Joseph S. Levy


                                       Executive Vice President, Chief Operating Officer,
      /s/ Ira G. Boots                   and Director                                                     March 30, 2001
------------------------------------
       Ira G. Boots


    /s/ David M. Clarke                Director                                                           March 30, 2001
------------------------------------
      David M. Clarke


   /s/ Lawrence G. Graev               Director                                                           March 30, 2001
------------------------------------
     Lawrence G. Graev


/s/ Donald J. Hofmann, Jr.             Director                                                           March 30, 2001
------------------------------------
  Donald J. Hofmann, Jr.


    /s/ Mathew J. Lori                 Director                                                           March 30, 2001
------------------------------------
      Mathew J. Lori
</TABLE>

<PAGE>

Supplemental Information To Be Furnished With Reports Filed Pursuant To Section
 15(d) Of The Act By Registrant Which Has Not Registered Securities Pursuant To
                             Section 12 Of The Act

The Registrants have not sent any annual report or proxy material to
securityholders.

<PAGE>

                             BPC Holding Corporation

                Schedule II -- Valuation and Qualifying Accounts
                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Charged to
                                   Balance at  Charged to     Other                      Balance at
                                   Beginning   Costs and    Accounts -     Deductions -    End of
       Description                  of Year     Expenses     Describe       Describe        Year
--------------------------------  -----------  ----------  -------------  -------------- -----------
<S>                                  <C>         <C>         <C>            <C>            <C>
Year ended December 30, 2000
Allowance for doubtful accounts      $1,386      $   79      $  510(2)      $  251(1)      $1,724
                                     ======      ======      ======         ======         ======

Year ended January 1, 2000:
Allowance for doubtful accounts      $1,651      $  324      $  456(2)      $1,045(1)      $1,386
                                     ======      ======      ======         ======         ======

Year ended January 2, 1999:
Allowance for doubtful accounts      $1,038      $  875      $  280(2)      $  542(1)      $1,651
                                     ======      ======      ======         ======         ======
</TABLE>

----------
(1)   Uncollectible accounts written off, net of recoveries.
(2)   Primarily relates to purchase of accounts receivable and related allowance
      through acquisitions.


                                      S-1
<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                            DESCRIPTION OF EXHIBIT
 -------                          ----------------------

<S>         <C>
   2.1      Asset Purchase Agreement dated February 12, 1992, among Berry
            Plastics Corporation (the "Company"), Berry Iowa, Berry Carolina,
            Inc., Genpak Corporation, a New York corporation, and Innopac
            International Inc., a public Canadian corporation (filed as Exhibit
            10.1 to the Registration Statement on Form S-1 filed on February 24,
            1994 (the "Form S-1") and incorporated herein by reference)

   2.2      Asset Purchase Agreement dated December 24, 1994, between the
            Company and Berry Plastics, Inc. (filed as Exhibit 10.2 to the Form
            S-1 and incorporated herein by reference)

   2.3      Asset Purchase Agreement dated March 1, 1995, among Berry Sterling
            Corporation, Sterling Products, Inc. and the stockholders of
            Sterling Products, Inc. (filed as Exhibit 2.3 to the Annual Report
            on Form 10-K filed on March 31, 1995 (the "1994 Form 10-K") and
            incorporated herein by reference)

   2.4      Asset Purchase Agreement dated December 21, 1995, among Berry
            Tri-Plas Corporation, Tri-Plas, Inc. and Frank C. DeVore (filed as
            Exhibit 2.4 to the Annual Report on Form 10-K filed on March 28,
            1996 (the "1995 Form 10-K") and incorporated herein by reference)

   2.5      Asset Purchase Agreement dated January 23, 1996, between the Company
            and Alpha Products, Inc. (filed as Exhibit 2.5 to the 1995 Form 10-K
            and incorporated herein by reference)

   2.6      Stock Purchase and Recapitalization Agreement dated as of June 12,
            1996, by and among Holding, BPC Mergerco, Inc. ("Mergerco") and the
            other parties thereto (filed as Exhibit 2.1 to the Current Report on
            Form 8-K filed on July 3, 1996 (the "Form 8-K") and incorporated
            herein by reference)

   2.7      Preferred Stock and Warrant Purchase Agreement dated as of June 12,
            1996, by and among Holding, Mergerco, Chase Venture Capital
            Associates, L.P. ("CVCA") and The Northwestern Mutual Life Insurance
            Company ("Northwestern") (filed as Exhibit 2.2 to the Form 8-K and
            incorporated herein by reference)

   2.8      Agreement and Plan of Merger dated as of June 18, 1996, by and
            between Holding and Mergerco (filed as Exhibit 2.3 to the Form 8-K
            and incorporated herein by reference)

   2.9      Certificate of Merger of Mergerco with and into Holding, dated as of
            June 18, 1996 (filed as Exhibit 2.9 to the Registration Statement on
            Form S-4 filed on July 17, 1996 (the "1996 Form S-4") and
            incorporated herein by reference)

   2.10     Agreement and Plan of Reorganization dated as of January 14, 1997
            (the "PackerWare Reorganization Agreement"), among the Company,
            PackerWare Acquisition Corporation, PackerWare Corporation and the
            shareholders of PackerWare (filed as Exhibit 2.1 to the Current
            Report on Form 8-K filed on February 4, 1997 (the "1997 8-K") and
            incorporated herein by reference)

   2.11     Amendment to the PackerWare Reorganization Agreement dated as of
            January 20, 1997 (filed as Exhibit 2.2 to the 1997 8-K and
            incorporated herein by reference)

   2.12     Asset Purchase Agreement dated as of January 17, 1997, among the
            Company, Container Industries, Inc. and the shareholders of
            Container Industries, Inc. (filed as Exhibit 2.12 to the Annual
            Report on Form 10-K for the fiscal year ended December 28, 1996 (the
            "1996 Form 10-K) and incorporated herein by reference)

   2.13     Agreement and Plan of Reorganization dated as of January 14, 1997,
            as amended on January 20, 1997, among the Company, PackerWare
            Acquisition Corporation, PackerWare Corporation and the Shareholders
            of PackerWare Corporation (filed as Exhibits 2.1 and 2.2 to the
            Current Report on Form 8-K filed February 3, 1997 and incorporated
            herein by reference)

<PAGE>

<CAPTION>
<S>         <C>
   2.14     Asset Purchase Agreement dated May 13, 1997, among the Company,
            Berry Plastics Design Corporation, Virginia Design Packaging Corp.
            and the shareholders of Virginia Design Packaging Corp. (filed as
            Exhibit 2.14 to the Annual Report on Form 10-K for the fiscal year
            ended December 27, 1997 (the "1997 Form 10-K") and incorporated
            herein by reference)

   2.15     Agreement for the Sale and Purchase of the Entire Issued Share
            Capital of Norwich Injection Moulders Limited dated July 2, 1998,
            among the Company, NIM Holdings Limited and the persons listed on
            Schedule 1 thereto (filed as Exhibit 2.15 to Amendment No. 1 to Form
            S-4 filed on December 29, 1998 (the "1998 Amended Form S-4") and
            incorporated herein by reference)

   2.16     Stock Purchase Agreement dated June 18, 1999 among the Company, CPI
            Holding, Cardinal and the Shareholders of CPI Holding (filed as
            Exhibit 2.1 to the Current Report on Form 8-K filed on July 21, 1999
            and incorporated herein by reference)

   2.17     Merger Agreement, dated May 5, 2000, among the Company, Berry
            Plastics Acquisition Corporation, Poly-Seal and certain shareholders
            of Poly-Seal (filed as Exhibit 2.1 to the Current Report on Form 8-K
            filed on May 9, 2000 and incorporated herein by reference)

   *2.18    Share and Quota Purchase Agreement, dated July 27, 2000, between the
            Company and Annamaria Agnottoli, Guisepe Garibaldi, Francesco
            Garibaldi, Maddalena Garibaldi, and Maria Lorenza Zambon.

   *3.1     Amended and Restated Certificate of Incorporation of Holding (filed
            as Exhibit 3.1 to the 1996 Form S-4 and incorporated herein by
            reference)

   3.2      By-laws of Holding (filed as Exhibit 3.2 to the Form S-1 and
            incorporated herein by reference)

   3.3      Certificate of Incorporation of the Company (filed as Exhibit 3.3 to
            the Form S-1 and incorporated herein by reference)

   3.4      By-laws of the Company (filed as Exhibit 3.4 to the Form S-1 and
            incorporated herein by reference)

   3.5      Certificate of Designation, Preferences, and Rights of Series B
            Cumulative Preferred Stock of Holding (filed as Exhibit 3.10 to the
            1997 Form 10-K and incorporated herein by reference)


<PAGE>

<CAPTION>
<S>         <C>
   *3.6     Certificate of Amendment of Certificate of Designation, Preferences
            and Rights of Series B Cumulative Preferred Stock of Holding

   4.1      Indenture dated April 21, 1994 between the Company and United States
            Trust Company of New York, as Trustee (the "1994 Indenture")
            (including the form of Note and Guarantees as Exhibits A and B
            thereto respectively) (filed as Exhibit 4.1 to the Form S-1 and
            incorporated herein by reference)

   4.2      Warrant Agreement between Holding and United States Trust Company of
            New York, as Warrant Agent (filed as Exhibit 4.2 to the Form S-1 and
            incorporated herein by reference)

   4.3      Indenture dated as of June 18, 1996, between Holding and First Trust
            of New York, National Association, as Trustee (the "Trustee"),
            relating to Holding's Series A and Series B 12.5% Senior Secured
            Notes Due 2006 (filed as Exhibit 4.3 to the 1996 Form S-4 and
            incorporated herein by reference)

   4.4      Pledge, Escrow and Disbursement Agreement dated as of June 18, 1996,
            by and among Holding, the Trustee and First Trust of New York,
            National Association, as Escrow Agent (filed as Exhibit 4.4 to the
            1996 Form S-4 and incorporated herein by reference)

   4.5      Holding Pledge and Security Agreement dated as of June 18, 1996,
            between Holding and First Trust of New York, National Association,
            as Collateral Agent (filed as Exhibit 4.5 to the 1996 Form S-4 and
            incorporated herein by reference)

<PAGE>

<CAPTION>
<S>         <C>
   4.6      Registration Rights Agreement dated as of June 18, 1996, by and
            among Holding and Donaldson, Lufkin & Jenrette Securities
            Corporation ("DLJ") (filed as Exhibit 4.6 to the 1996 Form S-4 and
            incorporated herein by reference)

   4.7      BPC Holding Corporation 1996 Stock Option Plan (filed as Exhibit 4.7
            to the 1996 Form 10-K and incorporated herein by reference)

   4.8      Form of Nontransferable Performance-Based Incentive Stock Option
            Agreement (filed as Exhibit 4.7 to the 1996 Form 10-K and
            incorporated herein by reference)

   4.9      Indenture dated as of August 24, 1998 among the Company, the
            Guarantors and United States Trust Company of New York, as trustee
            (the "1998 Indenture") (filed as Exhibit 4.9 to the 1998 Amended
            Form S-4 and incorporated herein by reference)

   4.10     Registration Rights Agreement dated as of August 24, 1998 by and
            among the Company, the Guarantors and DLJ (filed as Exhibit 4.10 to
            the 1998 Amended Form S-4 and incorporated herein by reference)

   4.11     Indenture dated as of July 6, 1999 among the Company, the Guarantors
            and United States Trust Company of New York , as trustee (the "1999
            Indenture") (filed as Exhibit 10.27 to the Registration Statement on
            Form S-4 (Registration No. 333-85739) filed on August 23, 1999 (the
            "1999 Form S-4") and incorporated herein by reference)

   4.12     Registration Rights Agreement dated as of July 6, 1999 by and among
            the Company, the Guarantors, DLJ and Chase Securities, Inc. (filed
            as Exhibit 10.28 to the 1999 Form S-4 and incorporated herein by
            reference)

   *4.13    Fourth Supplemental Indenture to the 1994 Indenture dated as of June
            10, 1997 among the Company, Holding, Berry Iowa Corporation, Berry
            Tri-Plas Corporation, Berry Sterling Corporation, AeroCon, Inc.,
            PackerWare Corporation, Berry Plastics Design Corporation and United
            States Trust Company of New York, as trustee

   *4.14    Tenth Supplemental Indenture to the 1994 Indenture dated as of
            October 2, 2000 among the Company, Holding, Berry Iowa Corporation,
            Berry Tri-Plas Corporation, Berry Sterling Corporation, AeroCon,
            Inc., PackerWare Corporation, Berry Plastics Design Corporation,
            Venture Packaging, Inc., Berry Plastics Technical Services, Inc.,
            Venture Packaging Midwest, Inc., NIM Holdings Limited, Berry
            Plastics U.K. Limited, Norwich Acquisition Limited, Knight Plastics,
            Inc., CPI Holding Corporation, Cardinal Packaging, Inc., Poly-Seal
            Corporation, Berry Plastics Acquisition Corporation II, Berry
            Plastics Acquisition Corporation III and United States Trust Company
            of New York, as trustee (together with a schedule of previous
            supplemental indentures to the 1994 Indenture)

   *4.15    Fourth Supplemental Indenture to the 1998 Indenture dated as of
            October 2, 2000 among the Company, Holding, Berry Iowa Corporation,
            Berry Tri-Plas Corporation, Berry Sterling Corporation, AeroCon,
            Inc., PackerWare Corporation, Berry Plastics Design Corporation,
            Venture Packaging, Inc., Berry Plastics Technical Services, Inc.,
            Venture Packaging Midwest, Inc., NIM Holdings Limited, Berry
            Plastics U.K. Limited, Norwich Acquisition Limited, Knight Plastics,
            Inc., CPI Holding Corporation, Cardinal Packaging, Inc., Poly-Seal
            Corporation, Berry Plastics Acquisition Corporation II, Berry
            Plastics Acquisition Corporation III and United States Trust Company
            of New York, as trustee (together with a schedule of previous
            supplemental indentures to the 1998 Indenture)

<PAGE>

<CAPTION>
<S>         <C>
   *4.16    Second Supplemental Indenture to the 1999 Indenture dated as of
            October 2, 2000 among the Company, Holding, Berry Iowa Corporation,
            Berry Tri-Plas Corporation, Berry Sterling Corporation, AeroCon,
            Inc., PackerWare Corporation, Berry Plastics Design Corporation,
            Venture Packaging, Inc., Berry Plastics Technical Services, Inc.,
            Venture Packaging Midwest, Inc., NIM Holdings Limited, Berry
            Plastics U.K. Limited, Norwich Acquisition Limited, Knight Plastics,
            Inc., CPI Holding Corporation, Cardinal Packaging, Inc., Poly-Seal
            Corporation, Berry Plastics Acquisition Corporation II, Berry
            Plastics Acquisition Corporation III and United States Trust Company
            of New York, as trustee (together with a schedule of previous
            supplemental indentures to the 1999 Indenture)

   *10.1    Third Amended and Restated Financing and Security Agreement dated as
            of May 9, 2000, by and among the Company, NIM Holdings, Berry
            Plastics U.K. Limited, Bank of America, N.A., Fleet Capital
            Corporation, General Electric Capital Corporation, Heller Financial,
            Inc., PNC Bank, N.A., LaSalle Business Credit, Inc. and certain
            other lenders listed therein (the "Third Amended and Restated
            Financing Agreement")

   10.2     Employment Agreement dated December 24, 1990, as amended, between
            the Company and Martin R. Imbler ("Imbler") (filed as Exhibit 10.9
            to the Form S-1 and incorporated herein by reference)

   10.3     Amendment to Imbler Employment Agreement dated November 30, 1995
            (filed as Exhibit 10.6 to the 1995 Form 10-K and incorporated herein
            by reference)

   10.4     Amendment to Imbler Employment Agreement dated June 30, 1996 (filed
            as Exhibit 10.4 to the 1996 Form S-4 and incorporated herein by
            reference)

   10.5     Employment Agreement dated December 24, 1990, as amended, between
            the Company and R. Brent Beeler ("Beeler") (filed as Exhibit 10.10
            to the Form S-1 and incorporated herein by reference)

   10.6     Amendment to Beeler Employment Agreement dated November 30, 1995
            (filed as Exhibit 10.8 to the 1995 Form 10-K and incorporated herein
            by reference)

   10.7     Amendment to Beeler Employment Agreement dated June 30, 1996 (filed
            as Exhibit 10.7 to the 1996 Form S-4 and incorporated herein by
            reference)

   10.8     Employment Agreement dated December 24, 1990, as amended, between
            the Company and James M. Kratochvil ("Kratochvil") (filed as Exhibit
            10.12 to the Form S-1 and incorporated herein by reference)

   10.9     Amendment to Kratochvil Employment Agreement dated November 30, 1995
            (filed as Exhibit 10.12 to the 1995 Form 10-K and incorporated
            herein by reference)

   10.10    Amendment to Kratochvil Employment Agreement dated June 30, 1996
            (filed as Exhibit 10.13 to the 1996 Form S-4 and incorporated herein
            by reference)

   10.11    Employment Agreement dated as of January 1, 1993, between the
            Company and Ira G. Boots ("Boots") (filed as Exhibit 10.13 to the
            Form S-1 and incorporated herein by reference)

   10.12    Amendment to Boots Employment Agreement dated November 30, 1995
            (filed as Exhibit 10.14 to the 1995 Form 10-K and incorporated
            herein by reference)

   10.13    Amendment to Boots Employment Agreement dated June 30, 1996 (filed
            as Exhibit 10.16 to the 1996 Form S-4 and incorporated herein by
            reference)

   10.14    Employment Agreement dated as of January 21, 1997, between the
            Company and Bruce J. Sims ("Sims") (filed as Exhibit 10.14 to the
            1999 Form 10-K and incorporated herein by reference)

   10.15    Financing Agreement dated as of April 1, 1991, between the City of
            Henderson, Nevada Public Improvement Trust and the Company
            (including exhibits) (filed as Exhibit 10.17 to the Form S-1 and
            incorporated herein by reference)

<PAGE>

<CAPTION>
<S>         <C>
   10.16    Letter of Credit of NationsBank, N.A. dated April 16, 1997 (filed as
            Exhibit 10.15 to the 1998 Amended Form S-4 and incorporated herein
            by reference)

   10.17    Stockholders Agreement dated as of June 18, 1996, among Holding,
            Atlantic Equity Partners International II, L.P., CVCA and the other
            parties thereto (filed as Exhibit 10.23 to the 1996 Form S-4 and
            incorporated herein by reference)

   10.18    Amended and Restated Warrant to purchase Class B Common Stock of
            Holding dated May 9, 2000, issued to JPMP(SBIC) (Warrant No. 5)
            (filed as Exhibit 4.4 to the Current Report on Form 8-K filed May 9,
            2000 and incorporated herein by reference)

   10.19    Amended and Restated Warrant to purchase Class B Common Stock of
            Holding dated May 9, 2000, issued to JPMP(SBIC) (Warrant No. 6)
            (filed as Exhibit 4.5 to the Current Report on Form 8-K filed May 9,
            2000 and incorporated herein by reference)

   10.20    Amended and Restated Warrant to purchase Class B Common Stock of
            Holding dated May 9, 2000, issued to The Northwestern Mutual Life
            Insurance Company (Warrant No. 7) (filed as Exhibit 4.6 to the
            Current Report on Form 8-K filed May 9, 2000 and incorporated herein
            by reference)

   10.21    Amended and Restated Warrant to purchase Class B Common Stock of
            Holding dated May 9, 2000, issued to The Northwestern Mutual Life
            Insurance Company (Warrant No. 8) (filed as Exhibit 4.7 to the
            Current Report on Form 8-K filed May 9, 2000 and incorporated herein
            by reference)

   10.22    Amended and Restated Stockholders Agreement dated June 18, 1996,
            among Holding and certain stockholders of Holding (filed as Exhibit
            10.28 to the 1996 Form S-4 and incorporated herein by reference)

   10.23    Second Amended and Restated Management Agreement dated June 18,
            1996, between First Atlantic Capital, Ltd. and the Company (filed as
            Exhibit 10.29 to the 1996 Form S-4 and incorporated herein by
            reference)

   10.24    Warrant to purchase Class B Non-Voting Common Stock of BPC Holding
            Corporation, dated August 29, 1997, issued to Willard J. Rathbun
            (filed as Exhibit 10.30 to the 1997 Form 10-K and incorporated
            herein by reference)

   10.25    Warrant to purchase Class B Non-Voting Common Stock of BPC Holding
            Corporation, dated August 29, 1997, issued to Craig Rathbun (filed
            as Exhibit 10.31 to the 1997 Form 10-K and incorporated herein by
            reference)

   *10.26   Amended and Restated Tax Sharing Agreement dated March 15, 2001,
            between BPC Holding Corporation and its subsidiaries

   *10.27   First Amendment to the Stockholders Agreement dated May 9, 2000
            among Holding, Atlantic Equity Partners International II, L.P.,
            JPMP(SBIC) and the other parties thereto

   10.28    Warrant to purchase Class B Nonvoting Common Stock of Holding dated
            May 9, 2000, issued to JPMP(SBIC) (Warrant No. CBNV No. 1) (filed as
            Exhibit 4.2 to the Current Report on Form 8-K filed May 9, 2000 and
            incorporated herein by reference)

   10.29    Warrant to purchase Class B Nonvoting Common Stock of Holding dated
            May 9, 2000, issued to The Northwestern Mutual Life Insurance
            Company (Warrant No. CBNV No. 2) (filed as Exhibit 4.3 to the
            Current Report on Form 8-K filed May 9, 2000 and incorporated herein
            by reference)

   10.30    Series A-1 Preferred Stock Purchase Agreement dated as of May 9,
            2000 among Holding, JPMP(SBIC) and the Northwestern Mutual Life
            Insurance Company (filed as Exhibit 4.1 to the Current Report on
            Form 8-K filed May 9, 2000 and incorporated herein by reference)

<PAGE>

<CAPTION>
<S>         <C>
   *10.31   First Amendment to the Third Amended and Restated Financing
            Agreement

   *10.32   Second Amendment to the Third Amended and Restated Financing
            Agreement

   *10.33   Loan and Security Agreement, dated July 17, 2000 by and among
            Berry, General Electric Capital Corporation and certain other
            lenders listed therein

   *21      List of subsidiaries

</TABLE>

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*     Filed herewith.