UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of

the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~October~~ ~~12,~~ 10/17/2012

Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction ~~ofincorporation~~of incorporation; Address of principal executive offices; and Registrant’s telephone ~~numberincluding~~number including area code	IRS Employer Identification Number
333-173712	BWAY PARENT COMPANY, INC. Delaware 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 770-645-4800	27-1902348
333-172764-01	BWAY INTERMEDIATE COMPANY, INC. Delaware 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 770-645-4800	27-2594571

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~ Condition.

On October 1217, 2012, BWAY ~~Holding~~Parent Company, Inc. (the “Company”) ~~entered~~reported ~~into~~preliminary aresults ~~fourth~~of ~~supplemental~~operations ~~indenture~~for ~~(the~~its ~~“Supplemental Indenture”)~~fiscal toyear ~~the~~ended ~~Indenture, dated as of June~~September 1630, ~~2010~~2012. ~~(as supplemented, waived or amended, the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and~~ The ~~Bank~~preliminary ofresults ~~New York Mellon~~of ~~Trust Company~~operations, ~~N.A.,~~ as ~~trustee~~well ~~(the~~as ~~“Trustee”),~~information ~~governing~~regarding the ~~Company’s~~use ~~10% Senior Notes due 2018 (the “Notes”). The Company entered into the Supplemental Indenture after the receipt~~ of ~~consents~~non-GAAP ~~from~~financial ~~the~~measures, ~~requisite~~are ~~holders of~~set ~~the~~forth ~~Notes~~ in ~~accordance with~~ the ~~terms~~earnings ~~and~~release ~~conditions of the Consent Solicitation,~~ dated ~~as of~~ October 517, 2012 ~~(the “Statement”)~~, ~~pursuant to~~ which ~~the~~is ~~Company~~attached ~~had~~hereto ~~solicited consents from the holders of the Notes to make certain proposed amendments to the Indenture (the “Proposed Amendments”),~~ as ~~reflected~~Exhibit ~~in the Statement and the Supplemental Indenture~~99.1.

~~Notwithstanding~~The ~~that~~information ~~the~~in ~~Supplemental~~this ~~Indenture~~Report ~~has~~shall ~~become~~not ~~effective,~~be ~~the~~deemed ~~Proposed~~to ~~Amendments~~be ~~will~~“filed” ~~not~~for ~~become~~purposes ~~operative~~of ~~until~~Section 18 ~~immediate prior to consummation~~ of the ~~proposed~~Securities ~~merger~~Exchange Act of ~~BOE Merger Corporation~~1934, anas amended ~~affiliate~~(the of“Exchange ~~Platinum Equity~~Act”), ~~LLC,~~or ~~with~~otherwise ~~and~~subject ~~into~~to ~~BWAY~~the ~~Parent~~liability ~~Company,~~of ~~Inc.~~that section, ~~the~~and ~~Company’s~~shall ~~indirect~~not ~~parent~~be ~~(“Parent”),~~deemed ~~with~~incorporated ~~Parent~~by asreference ~~the~~in ~~surviving~~any ~~company~~filing (under the ~~“Merger”).~~ ~~The~~Securities ~~Proposed~~Act ~~Amendments~~of ~~will~~1933, ~~cease~~as toamended, beor ~~operative if~~ the ~~Merger~~Exchange isAct, ~~not~~except ~~consummated~~as orshall ifbe expressly ~~the~~set ~~Consent~~forth ~~Fee~~by ~~(as~~specific ~~defined~~reference ~~below)~~in issuch ~~not paid~~filing.

Item 8.01. Other Events

On October 15, 2012, BWAY Parent announced that the requisite holders of the Notes had consented to the Proposed Amendments, upon the terms and subject to the conditions set forth in the Statement.

As of 5:00 p.m., New York City time, on October 12, 2012 (the “Expiration Date”), the Company had received valid consents from holders of an aggregate principal amount of $163,255,000 of the Notes. Accordingly, the Company, the Guarantors thereto and the Trustee entered into the Supplemental Indenture. Subject to the terms and conditions set forth in the Statement, the Company will pay eligible holders who have validly delivered and not revoked consents on or prior to the Expiration Date a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes for which such holders have validly delivered and not revoked consents on or prior to the Expiration Date (the “Consent Fee”). The Consent Fee will only be payable upon the closing of the Merger.

Separately, as the Supplemental Indenture has become effective, BOE Merger Corporation announced the termination of the previously announced offer to repurchase the Notes at 101% of the principal amount thereof in accordance with the terms and conditions of the Change of Control Notice and Offer to Purchase dated October 5, 2012.

A copy of the press release announcing the results of the consent solicitation, entry into the Supplemental Indenture and termination of the tender offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. 99.1 Press release dated October 15, 2012.


Exhibit		Description

99.1		BWAY Parent Company, Inc. Earnings Release dated October 17, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrants~~registrant ~~set~~has ~~forth below have~~ duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Dated: October 16, 2012


BWAY Parent Company, Inc.
Date: October 17, 2012

By:		/s/ Michael B. Clauer
		Michael B. Clauer
		Executive Vice-President and
		Chief Financial Officer

BWAY PARENT COMPANY, INC. By: /s/ Michael B. Clauer Michael B. Clauer Executive Vice President and Chief Financial Officer BWAY INTERMEDIATE COMPANY, INC. By: /s/ Michael B. Clauer Michael B. Clauer Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated October 15, 2012.

Filing Compare · BWAY PARENT COMPANY, INC.