UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~ 21July 31, 2014

Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation; Address of principal executive offices; and Registrant’s telephone number including area code	IRS Employer Identification Number
333-172764-01	BWAY Intermediate Company, Inc. (Delaware)	27-2594571
	(Delaware)

8607 Roberts Drive, Suite 250

Atlanta, Georgia

(Address of principal executive offices)

30350-2237

(Zip Code)

(770) -645-4800

(Registrant’s telephone number)

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:

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 28.0201. ~~Results~~Other ~~of Operations and Financial Condition.~~Events

On July 2131, 2014, BWAY Intermediate Company, Inc. ~~reported~~(the ~~preliminary~~“Company”) ~~results~~announced that BWAY Holding Company intends to offer $770 million aggregate principal amount of ~~operations~~senior ~~for~~notes due 2021 (the ~~three~~“Notes”). ~~and~~The ~~six~~proceeds ~~months~~from ~~ended~~the ~~June 30~~offering of the Notes, ~~2014.~~together ~~The~~with proceeds from a new term loan credit facility to be ~~preliminary~~entered ~~results~~into ofby ~~operations~~BWAY Holding Company, aswill ~~well~~be asused ~~information~~to ~~regarding~~redeem ~~the~~and ~~use~~refinance certain outstanding indebtedness of ~~non-GAAP~~the ~~financial~~Company ~~measures~~and the Company’s indirect parent companies, ~~are~~to ~~set~~pay ~~forth~~a inspecial dividend to the ~~earnings~~stockholders ~~release~~of ~~dated~~the ~~July 21,~~Company’s ~~2014,~~ultimate parent ~~which~~company isand ~~attached~~to ~~hereto~~pay asfees ~~Exhibit~~and 99expenses related to the refinancing transactions.1.

~~The~~A ~~information~~copy ~~in this Report shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~press ~~Exchange~~release ~~Act~~announcing ~~of 1934, as amended (~~the ~~“Exchange~~launch ~~Act”),~~of ~~or otherwise subject to~~ the ~~liability~~Notes offering ~~of that section,~~ and ~~shall not be deemed incorporated by reference in any filing under~~ the ~~Securities~~refinancing ~~Act~~transactions ofis ~~1933,~~attached ashereto ~~amended, or the Exchange Act, except~~ as ~~shall~~Exhibit 99.1 beand ~~expressly set~~is ~~forth~~incorporated herein by ~~specific~~ reference ~~in such filing~~.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.:

99.1 Press release dated July 21, 2014.


Exhibit		Description

99.1		BWAY Intermediate Company, Inc. Press Release dated July 31, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BWAY Intermediate Company, Inc.
Date: July 21, 2014	By:	/s/ Michael B. Clauer
		Michael B. Clauer Executive Vice President and Chief Financial Officer

Dated: July 31, 2014

~~Exhibit~~BWAY ~~Index~~Intermediate Company, Inc. By: /s/ Michael B. Clauer Michael B. Clauer Executive Vice-President and Chief Financial Officer

99.1 Press release dated July 21, 2014.

Filing Compare · BWAY INTERMEDIATE COMPANY, INC.