* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Berry Plastics Group, Inc. ("Berry") may be deemed to have beneficial ownership of 1,099,189 shares of common stock, par value $0.01 per share of the Issuer (the "Shares") held by (i) J. Brendan Barba and The Brendan Barba GRAT Number Nine, (ii) Carolyn D. Vegliante, on behalf of herself and her children, (iii) Lauren K. Powers, (iv) John J. Powers, the 2012 Lauren Powers Trust FBO Kyle Powers, the 2012 Lauren Powers Trust FBO Ryan Powers, the 2012 Lauren Powers Trust FBO Griffin Powers and the 2012 Lauren Powers Trust FBO Brenna Powers, (v) Paul C. Vegliante, the 2012 Paul Vegliante Children's Trust and the 2012 Carolyn Vegliante Children's Trust, (vi) Paul M. Feeney, and (vii) Soko Marie Angel, (each of the foregoing, a "Shareholder" and together, the "Shareholders") as a result of entering into Voting Agreements (the "Voting Agreements"), dated as of August 24, 2016, with each Shareholder. |
(2) |
(Continued from Footnote 1) Pursuant to the Voting Agreements, each Shareholder agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the transactions contemplated thereby, including the Merger (as defined below), the "Transactions"), by voting all Shares over which such Shareholder has voting power in favor of the Transactions . Each Shareholder also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Berry that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied. |
(3) |
On August 24, 2016, Berry, certain of indirect subsidiaries of Berry, and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Issuer will be merged with and into an indirect subsidiary of Berry (the "Merger"), with such indirect subsidiary surviving the Merger. |
(4) |
Berry does not have any pecuniary interest in any of the Shares. |