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SECURITIES AND EXCHANGE COMMISSION

Form S-4

Pinnacle Foods Group Inc.

6 Executive Campus

M. Kelley Maggs

With a copy to:

    Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

    If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:     o

    If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

    If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

(1)	The registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. The proposed maximum offering price is estimated solely for purpose of calculating the registration fee.
(2)	The second prospectus that is part of this registration statement will only be used by J.P. Morgan Securities Inc., which is an affiliate of Pinnacle Foods Group Inc., in connection with offers and sales related to market making transactions of an indeterminate amount of Pinnacle Foods Group Inc.’s 8 1/4% Senior Subordinated Notes due 2013. Pursuant to Rule 457(q) of the General Rules and Regulations, no additional filing fee is required.

(3) Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

    The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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SCHEDULE A

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Explanatory note

This Registration Statement covers the registration of $394,000,000 aggregate principal amount of our 8 1/4% Senior Subordinated Notes due 2013 (the “exchange notes”) that may be exchanged for $394,000,000 aggregate principal amount of our outstanding 8 1/4% Senior Subordinated Notes due 2013 (the “old notes,” and together with the exchange notes, the “notes”). This Registration Statement also covers the registration of notes for resale by J.P. Morgan Securities Inc. in market making transactions. The complete prospectus relating to the exchange offer follows this explanatory note. Following the exchange offer prospectus are certain pages of the prospectus relating solely to market making transactions that may be made by J.P. Morgan Securities Inc., including alternate front and back cover pages, a section entitled “Risk factors— You cannot be sure that an active trading market will develop for the exchange notes” to be used in lieu of the section entitled “Risk factors— An active trading market may not develop for the exchange notes, in which case the trading market liquidity and the market price quoted for the exchange notes could be adversely affected” and alternate sections entitled “Use of proceeds,” “Legal matters” and “Plan of distribution.” In addition, the market making prospectus will not include the following captions (or the information set forth under those captions) in the exchange offer prospectus: “Summary of the terms of the exchange offer,” “Risk factors— If you do not properly tender your old notes, you will continue to hold unregistered old notes and be subject to the same limitations on your ability to transfer old notes,” “The exchange offer,” “Exchange offer; registration rights” and “Material U.S. federal income tax consequences.” All other sections of the exchange offer prospectus will be included in the market making prospectus.

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The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion, dated August 20, 2004

Prospectus

Pinnacle Foods Group Inc.

Offer to exchange all outstanding 8 1/4% Senior Subordinated Notes due 2013 for 8 1/4% Senior Subordinated Notes due 2013 which have been registered under the Securities Act of 1933

The exchange offer:

• We will exchange all old notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

• You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

• The exchange offer expires at 5:00 p.m., New York City time, on                     , 2004, unless we extend the offer.

The exchange notes:

• The terms of the exchange notes to be issued in the exchange offer are substantially identical to the old notes, except that the exchange notes will be freely tradable by persons who are not affiliated with us and holders of exchange notes will no longer have any registration rights or be entitled to any additional interest.

• No public market currently exists for the notes. We do not intend to list the exchange notes on any securities exchange and, therefore, no active public market is anticipated.

• The exchange notes, like the old notes, will be unsecured and guaranteed on a senior subordinated basis by each of our existing and future domestic restricted subsidiaries.

• The exchange notes, like the old notes, will be our unsecured senior subordinated obligations and will rank junior in right of payment to all of our existing and future senior debt, rank equally with any of our existing and future senior subordinated debt and rank senior to all of our future subordinated debt. As of April 30, 2004, we had outstanding $545.0 million of senior debt.

• Each broker-dealer that receives exchange notes pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

• If the broker-dealer acquired the old notes as a result of market making or other trading activities, such broker-dealer may use this prospectus for the exchange offer, as supplemented or amended, in connection with its resales of the exchange notes.

See “Risk factors” beginning on page 12 of this prospectus for a discussion of certain risks that you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2004

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Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of distribution.”

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our

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Until                     , 2004 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

Market and industry data

We use a combination of customized (assembled at our request) Information Resources, Inc. (“IRI”) data and IRI syndicated databases (“Supermarket Reviews”). Unless we indicate otherwise, retail sales, market share, category and other industry data used throughout this prospectus for all categories and segments listed below are IRI data for the 52-week period ended April 25, 2004. These data include retail sales in supermarkets with at least $2 million in total annual sales but exclude sales in mass merchandiser, club, drug, convenience or dollar stores. Retail sales are dollar sales estimated by IRI and represent the value of units sold through supermarket cash registers for the relevant period. Prior to March 2004, IRI dollar sales data did not reflect frequent shopper or loyalty program discounts which resulted in an overstatement of dollar sales. In March 2004, IRI implemented a change in their processing systems to accurately reflect these discounts. These corrections to the data resulted in a 1% to 11% swing in dollar sales versus the prior data depending on the category. We view the frozen prepared meals category as consisting of the following frozen segments: single-serve full-calorie dinners and entrees, single-serve healthy dinners and entrees, breakfast, hand-held, multi-serve dinners and entrees, appetizers, pot pies, side dishes and kids meals, and IRI data have been compiled on this basis. We view the baking mixes and frostings category as consisting of the following segments: layer cakes, brownies, ready-to-serve frostings, muffins, cookie mix, bars, frosting mix, quick bread, snack kits and special baking mixes. We view the grain-based segment of the frozen breakfast category as consisting primarily of waffles, pancakes and French toast. We view the prepared seafood segment as consisting of the prepared fin, prepared non-fin without shrimp and prepared shrimp sub-segments. References to the bagel category are to scannable bagels, as consisting of the frozen, refrigerated and shelf-stable segments. We view syrup, frozen pizza and frozen skillet meals as distinct categories. When we refer to the core market of our Open Pit brand of barbecue sauce, such core market consists of the major metropolitan areas surveyed by IRI in Illinois, Michigan, Ohio, western Pennsylvania and Wisconsin. Unless we indicate otherwise, all references to percent changes reflect the comparison to the same period in the prior year.

Although we believe that this information is reliable, we cannot guarantee its accuracy and completeness, nor have we independently verified it. Where we so indicate, we obtain certain other market share and industry data from internal company surveys and management estimates based on these surveys and on our management’s knowledge of the industry. While we believe such internal company surveys and management estimates are reliable, no independent sources have verified such surveys and estimates. Although we are not aware of

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We own a number of registered trademarks in the United States, Canada and other countries, including All Day Breakfast®, American Recipes®, Avalon Bay®, Casa Brava®, Casa Regina®, Celeste®, Country Kitchen®, Duncan Hines®, Fun Frosters®, Great Starts®, Grill Classics®, Hearty Bowls®, Hungry-Man®, Hungry-Man Sports Grill®, Hungry-Man Steakhouse®, Lender’s®, Log Cabin®, Milwaukee’s®, Mrs. Butterworth’s®, Mrs. Paul’s®, Open Pit®, Snack’mms®, Steakhouse Mix®, The Original TV Dinner®, Van de Kamp’s® and Vlasic®. Registration is pending on the following trademarks: Candy Factory ^TM , Carb-Meter ^TM , Fish ’N Dips ^TM , Food That’s In Fashion ^TM , Hearty Hero ^TM , It’s Good To Be Full ^TM , Only Mrs. Paul’s ^TM , Ovals ^TM , Relishmixers ^TM , Signature Desserts ^TM , Stackers ^TM and Syrup Dunk’ers ^TM . We manufacture and market certain of our frozen food products under the Swanson® brand pursuant to two royalty-free, exclusive and perpetual licenses granted by Campbell Soup Company. We manufacture our King’s Hawaiian® products pursuant to a three-year license agreement with King’s Hawaiian Holding Company, Inc. that expires in November 2004. We license, for use on frozen breakfast products, the Aunt Jemima® trademark pursuant to a perpetual, royalty-free, license agreement with The Quaker Oats Company. We also license the Chef’s Choice® trademark pursuant to a perpetual, royalty-free license agreement with Perdue Holdings, Inc. We also own a design trademark in the United States, Canada and other countries on the Vlasic stork.

Presentation of financial and other data

In this prospectus, “PFGI,” the “Company,” “we,” “us” and “our” refers to Pinnacle Foods Group Inc., a Delaware corporation, and its subsidiaries on a consolidated basis. As described elsewhere in this prospectus, PFHC (as defined) was merged with and into Aurora (as defined) and the surviving company was renamed Pinnacle Foods Group Inc. “PFHC” refers to Pinnacle Foods Holding Corporation, a Delaware corporation, and its subsidiaries on a consolidated basis prior to the consummation of the Aurora Transaction and “Pinnacle” refers to Pinnacle Foods Corporation, a Delaware corporation and a wholly-owned subsidiary of PFGI. “Aurora” refers to Aurora Foods Inc., a Delaware corporation, and its subsidiary on a consolidated basis prior to the consummation of the Aurora Transaction.

PFGI’s fiscal year ends on July 31. We identify each fiscal year for PFGI in this prospectus according to the calendar year in which such fiscal year ends. For example, we refer to the fiscal year ended July 31, 2003, as “fiscal 2003” or “2003.” On May 22, 2001, Pinnacle acquired certain assets and assumed certain liabilities of the North American business of Vlasic Foods International Inc. (“VFI”). The North American business consisted of the Swanson frozen food, Vlasic pickles, relish and peppers and Open Pit barbecue sauce businesses. PFHC and Pinnacle were each incorporated on March 29, 2001, but had no operations until the acquisition of the North American business of VFI. The financial data for the ten weeks ended July 31, 2001, include the results of operations from May 23, 2001 through July 31, 2001. PFGI derived the summary financial data for the 42 weeks ended May 22, 2001, from the audited statement of operations of the frozen foods and condiments businesses of VFI, its predecessor. Information presented in “PFGI management’s discussion and analysis of financial condition and results of operations” for the 52 weeks ended July 31, 2001, has been presented for comparative purposes only and is the combination of the 42 weeks ended May 22, 2001 and the ten weeks

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The first nine months of fiscal 2004 is based on the information for the 39-week nine-month period ended April 30, 2004 and is the combination of PFHC’s consolidated financial statements for the 16 weeks ended November 24, 2003 and our consolidated financial statements for the 23-week period ended April 30, 2004. This combination represents what we believe is the most meaningful basis for comparison of the fiscal 2004 nine month results with the fiscal 2003 nine month results, although the combination is not in accordance with GAAP. This combination represents what we believe is the most meaningful basis for comparison, because the customer base, products, manufacturing facilities and types of marketing programs were the same under PFHC as they are under us. Also, the discussion below for the first nine months of fiscal 2004 includes the results of operations of the Aurora businesses from the date of acquisition, March 19, 2004. As a result of the change in ownership resulting from the Aurora Transaction and the inclusion of results from the Aurora businesses since the March 19, 2004 acquisition, these results are not indicative of what the full 39-week nine-month period ended April 30, 2004 would have been had the change in ownership and the Aurora Transaction not occurred.

In this prospectus, we determine net sales in accordance with GAAP. Similar to other food companies, we calculate net sales by deducting expenses for trade marketing, slotting and consumer coupon redemption from shipments. We define shipments as gross sales less cash discounts, returns and non-marketing allowances. We calculate gross sales by multiplying the published list price of each product by the number of units of that product sold.

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•  Prepared seafood (9.2% of pro forma net sales). Our frozen prepared seafood product line, marketed primarily under the Van de Kamp’s and Mrs. Paul’s brands, includes breaded and battered fish sticks and fish fillets, “healthy” breaded fish, grilled fish fillets, breaded shrimp, marinated shrimp, shrimp bowls and specialty seafood items, such as crab cakes and clam strips. We use a dual-brand strategy to capitalize on the regional strengths of our brands. We also distribute these products through foodservice and private label channels. The Van de Kamp’s brand dates back to 1915, and the Mrs. Paul’s franchise began in the mid-1940s. They hold the number two (15.0%) and the number three (12.5%) market share positions, respectively, of the $565 million frozen prepared seafood segment of the $1.5 billion frozen seafood category.

•  Grain-based breakfast (7.8% of pro forma net sales). Our frozen grain-based breakfast product line consists primarily of waffles, pancakes and French toast marketed under the Aunt Jemima brand. We also distribute these products through foodservice and private label channels. The Aunt Jemima brand was established over a century ago and, with a 13.2% share, is currently the number two brand in the $646 million grain-based segment of the $1.0 billion frozen breakfast category.

•  Bagels (6.7% of pro forma net sales). Our bagel product line consists primarily of Lender’s packaged bagels, which we distribute among all scannable sections of the grocery store (i.e., the frozen, refrigerated and the fresh bread aisles). We also supply bagels to foodservice operators. Founded in 1927, Lender’s ranks number two in scannable bagels, with a 20.9% share of the $559 million scannable bagel category.

Dry foods

•  Pickles, peppers and relish (17.3% of pro forma net sales). We offer a complete line of pickle, pepper and relish products that we market and distribute nationally, primarily under the Vlasic brand. We also distribute these products through foodservice and private label channels. Our Vlasic brand was introduced over 60 years ago, and we believe that the Vlasic brand, together with our trademark Vlasic stork, enjoy strong consumer awareness. Vlasic, with a 30.4% share (nearly twice that of its nearest branded competitor), is the leading and only national brand in the $527 million shelf-stable pickle segment of the $1.0 billion pickles, peppers and relish category.

•  Baking mixes and frostings (17.0% of pro forma net sales). Our baking mixes and frostings product line consists primarily of Duncan Hines cake mixes, ready-to-serve frostings, brownie mixes, muffin mixes and cookie mixes. Duncan Hines is a national premium brand that appeals to the consumer who wants a “quality, good as homemade” baking product. Duncan Hines was introduced in 1956 and, with a 18.2% share, is the number two brand in the $1.3 billion baking mixes and frostings category.

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•  Syrups and pancake mixes (8.1% of pro forma net sales). Our syrup and pancake mixes product line consists primarily of products marketed under our Log Cabin and Mrs. Butterworth’s brands. Our syrup line consists of original, lite and sugar-free varieties. We also distribute these products through the foodservice channel. Log Cabin was introduced in 1888 and is the only national branded syrup that contains real maple syrup. Mrs. Butterworth’s was introduced in 1962 and, with its distinctive grandmother-shaped bottle, appeals to families with children. In the $497 million table-syrup category, Log Cabin and Mrs. Butterworth’s hold the number two (11.2%) and number three (8.9%) market share positions, respectively.

The completed Pinnacle and Aurora Transactions

On August 8, 2003, Crunch Holding Corp., a Delaware corporation indirectly owned by J.P. Morgan Partners, LLC (or one or more of its affiliates, as appropriate, “JPMP”), J.W. Childs Associates, L.P. (or one or more of its affiliates, as appropriate, “JWC”) and CDM Investor Group LLC, together with JPMP and JWC, the “Sponsors”, entered into a definitive purchase agreement to acquire PFHC (the “Pinnacle Merger”). The Pinnacle Transaction (as defined below) was consummated on November 25, 2003. As of the closing date of the Pinnacle Transaction, the Sponsors indirectly owned 100% of the issued and outstanding stock of PFHC.

The funds required to finance the Pinnacle Transaction were provided by (i) $200.0 million of old notes, (ii) a $120.0 million term loan under our senior secured credit facilities, (iii) $21.5 million of borrowings under our revolving credit facility and (iv) a $181.1 million equity investment in Crunch Equity Holding, LLC, of which $180.3 million was provided in cash by JPMP and JWC.

The merger, the issuance of $200.0 million of old notes, the borrowings under our senior secured credit facilities, the equity investment described above and the other related transactions are collectively referred to in this prospectus for convenience as the “Pinnacle Transaction.”

On November 25, 2003, Aurora entered into a definitive agreement (as amended on January 8, 2004, the “Merger Agreement”) with Crunch Equity Holding, LLC that provided that Aurora would undertake a comprehensive restructuring transaction in which it would be combined with PFHC (the “Aurora Merger”).

Under the terms of the Merger Agreement, (i) the senior secured lenders under Aurora’s existing credit facility were paid in full in cash in respect of principal and interest and received $15 million in cash in full satisfaction of the excess-leverage and asset-sale fees under the existing credit agreement, (ii) the holders of Aurora’s 12% senior unsecured notes due 2005 were paid in full in cash in respect of principal and interest but did not receive $1.9 million of unamortized original issue discount, (iii) the holders of Aurora’s outstanding 8.75% and 9.875% senior subordinated notes due 2008 and 2007, respectively, received approximately 50% of the face value of their senior subordinated notes in cash or, at the election of each bondholder, equity interests in Crunch Equity Holding, LLC (held indirectly through a bondholders trust) having a value equal to approximately 53% of the face value of their senior subordinated notes, (iv) all of Aurora’s trade creditors were paid in full, (v) all other claims against Aurora were unimpaired, except that Aurora’s St. Louis headquarters leases were rejected, and (vi) the existing common and preferred stockholders did not receive any distributions and their shares were cancelled.

The total cost of the Aurora Merger, including the repayment of existing debt and payment of estimated transaction fees and expenses, was approximately $952 million.

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		plus a “make-whole” premium. On or after December 1, 2008, we may redeem some or all of the notes at the redemption prices listed in the section entitled “Description of notes—Optional redemption.”
		At any time prior to December 1, 2006, we may redeem up to 35% of the original aggregate principal amount of the notes with the net cash proceeds of certain equity offerings at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest, so long as (a) at least 65% of the original aggregate amount of the notes remains outstanding after each such redemption and (b) any such redemption by us is made within 90 days of such equity offering.
Change of control		If a change of control occurs, and unless we have exercised our right to redeem all of the notes as described in “—Optional redemption” above, you will have the right to require us to repurchase all or a portion of your exchange notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. See “Description of notes—Repurchase at the option of holders—Change of control” and “Risk factors.”
Certain covenants		The indenture governing the exchange notes, like the old notes, contains covenants that limit our ability and the ability of certain of our subsidiaries to, among other things:
		• borrow money;
		• make distributions or redeem equity interests;
		• make investments;
		• sell assets;
		• guarantee other debt;
		• enter into agreements that restrict dividends from subsidiaries;
		• sell capital stock of subsidiaries;
		• incur liens;
		• merge or consolidate; and
		• enter into transactions with affiliates.
		These covenants are subject to a number of important exceptions and qualifications. For more details, see “Description of notes—Certain covenants.”

Risk factors

You should carefully consider all the information contained in this prospectus and, in particular, the factors set forth under “Risk factors” before participating in the exchange offer.

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Risk factors

You should carefully consider the risks described below as well as other information and data included in this prospectus before participating in the exchange offer. All of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you could lose all of or a part of your original investment.

Risks related to the notes

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the notes.

Our consolidated indebtedness at April 30, 2004 was approximately $945.8 million, of which $545.0 million was senior indebtedness.

Our high degree of leverage could have important consequences for you, including the following:

• it may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

• a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness and is not available for other purposes, including our operations, capital expenditures and future business opportunities;

• the debt service requirements of our other indebtedness could make it more difficult for us to make payments on the notes;

• certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest, exposing us to the risk of increased interest rates;

• it may limit our ability to adjust to changing market conditions and to withstand competitive pressures;

• our debt level may put us in a competitive disadvantage compared to our competitors that have less debt; and

• we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.

In addition, the indenture governing the notes and our senior secured credit facilities permits us to incur substantial additional indebtedness in the future. After giving effect to the Aurora Transaction, as of April 30, 2004, $118.5 million (after outstanding letters of credit of $11.5 million) would have been available to us for additional borrowing under our senior secured credit facilities. If new indebtedness is added to our and our subsidiaries’ current debt levels, the risks described above would increase.

Our debt agreements contain operating and financial covenants that may restrict our business and financing activities.

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• make capital expenditures;

• incur additional debt or issue redeemable equity or preferred stock;

• create certain liens;

• enter into certain transactions with affiliates;

• make certain types of investments;

• sell assets;

• pay dividends or make distributions, repurchase equity interests or make other restricted payments; and

• consolidate or merge with or into, or sell substantially all of our assets to, another person.

In addition, our senior secured credit facilities require us to maintain specified financial ratios and comply with other financial covenants. Our ability to comply with those financial ratios and covenants can be affected by events beyond our control, and we may not be able to comply with such ratios or covenants. A breach of any of these covenants could result in a default under our senior secured credit facilities and/or under the notes. Upon the occurrence of an event of default under our senior secured credit facilities, the lenders could elect to declare all amounts outstanding under our senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit, which could result in an event of default under the notes. If the lenders under our senior secured credit facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay our senior secured credit facilities and our other indebtedness, including the notes. If we were unable to repay those amounts, the lenders under our senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral under our senior secured credit facilities.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal and interest on the notes and to satisfy our other debt obligations will depend upon, among other things:

• our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors (such as fluctuations in interest rates, increased operating costs, prices of ingredients and regulatory development), many of which are beyond our control; and

• the future availability of borrowings under our senior secured credit facilities or any successor facility, the availability of which depends or may depend on, among other things, our complying with the covenants in our senior secured credit facilities.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured credit facilities in an amount sufficient to service our indebtedness or to fund our liquidity needs. See “Disclosure regarding forward-looking statements,” “PFGI management’s discussion and analysis of

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If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future debt agreements, including our senior secured credit facilities and the indenture governing the notes, may restrict us from adopting any of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. See “Description of senior secured credit facilities” and “Description of notes.”

Our variable-rate indebtedness subjects us to interest-rate risk, which could cause our annual debt service obligations to increase significantly.

Certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net earnings would decrease. An increase of 1.0% in the interest rates payable on our variable rate indebtedness would increase our pro forma fiscal 2004 estimated debt-service requirements by approximately $5.5 million. Accordingly, an increase in interest rates from current levels could cause our annual debt-service obligations to increase significantly.

Your right to receive payment on the notes is junior to our existing and future senior debt and the existing and future senior debt of our guarantors.

The notes and the guarantees are subordinated in right of payment to the prior payment in full of our and our guarantors’ respective current and future senior debt, including our and their obligations under our senior secured credit facilities. The aggregate principal amount of our senior debt outstanding as of April 30, 2004 was approximately $545.0 million. As a result of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of us or any guarantor, our assets or the assets of the applicable guarantor would be available to pay obligations under the notes and other senior subordinated obligations only after all payments had been made on our senior debt or the senior debt of the applicable guarantor. Sufficient assets may not remain after all of these payments have been made to make any payments on the notes and our other senior subordinated obligations, including payment of interest when due. In addition, all payments on the notes and the guarantees are prohibited in the event of a payment default on our designated senior indebtedness and, for a limited period, upon the occurrence of other defaults under our designated senior indebtedness.

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The notes and the guarantees are effectively subordinated to all of our and our guarantors’ secured indebtedness and all indebtedness of our non-guarantor subsidiaries.

The notes are not secured. The borrowings under our senior secured credit facilities are secured by liens on substantially all of our and our domestic subsidiary guarantors’ assets, including receivables, inventory, equipment, real estate, leases, licenses, patents, brand names, trademarks, contracts, securities and capital stock of subsidiaries. If we or any of these guarantors declare bankruptcy, liquidate or dissolve, or if payment under our senior secured credit facilities is accelerated, the lenders under our senior secured credit facilities would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the notes. As a result, the notes are effectively subordinated to our and our guarantors’ secured indebtedness to the extent of the value of the assets securing that indebtedness, and the holders of the notes would in all likelihood recover ratably less than the lenders of our and our guarantors’ secured indebtedness in the event of our bankruptcy, liquidation or dissolution. As of April 30, 2004, we had $545.0 million of secured indebtedness outstanding and an additional $118.5 million (after outstanding letters of credit of $11.5 million) of secured indebtedness was available for borrowing under the revolving credit portion of our senior secured credit facilities.

In addition, the notes are effectively subordinated to all of the liabilities of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or dissolution of any of the non-guarantor subsidiaries, holders of their indebtedness, their trade creditors and holders of their preferred equity will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Under some circumstances, the terms of the notes will permit our non-guarantor subsidiaries to incur additional specified indebtedness. As of April 30, 2004, the non-guarantor subsidiaries did not have any senior indebtedness outstanding and had approximately $2.6 million of trade payables outstanding.

If we are not able to repurchase the notes upon a change of control, we would be in default under the indenture and our senior secured credit facilities, permitting the lenders under our senior secured credit facilities to accelerate the maturity of the borrowings thereunder and to institute foreclosure proceedings against our assets and we could be forced to seek bankruptcy protection.

If a change of control occurs, we must offer to repurchase all of the outstanding notes at 101% of the principal amount thereof, plus accrued interest to the date of repurchase. A change of control would also constitute an event of default under our senior secured credit facilities, providing the lenders under our senior secured credit facilities with the right to accelerate our borrowings under the facilities and to prevent payments in respect of the notes until outstanding borrowings under the senior secured credit facilities were repaid in full. In the event of such a default, the Trustee under the indenture or the holders of the notes and the lenders under our senior secured credit facilities could accelerate the maturity of the notes and the borrowings under our senior secured credit facilities, respectively, to be immediately due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. In the event of a change of control, we may not have sufficient funds to purchase all the notes and to repay the amounts outstanding under our senior secured credit facilities. Further, we will be contractually restricted under the terms of our

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Because each subsidiary guarantor’s liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the subsidiary guarantors.

The holders of the notes have the benefit of the full and unconditional guarantees of the subsidiary guarantors. However, the guarantees by our subsidiary guarantors are limited to the maximum amount that the subsidiary guarantors are permitted to guarantee under applicable law. As a result, a subsidiary guarantor’s liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of the subsidiary guarantors. Further, under the circumstances discussed more fully below, a court under federal and state fraudulent conveyance and transfer statutes could void the obligations under the guarantee or further subordinate it to all other obligations of the subsidiary guarantor. In addition, you will lose the benefit of a particular subsidiary guarantee if it is released under certain circumstances described under “Description of notes—The guarantees.”

Federal and state fraudulent transfer laws permit a court to void the notes and any guarantees, and, if that occurs, you may not receive any payments on the notes.

Under the federal bankruptcy law and comparable provisions of state fraudulent conveyance, claims in respect of the old notes, the exchange notes and the subsidiary guarantees could be voided or subordinated to all of our other debts or those of any subsidiary guarantor if, among other things, either the notes or the subsidiary guarantees were incurred with the intent to hinder, delay or defraud any of our present or future creditors or those of our subsidiary guarantors, or at the time we or our subsidiary guarantors incurred the indebtedness evidenced by the notes or the subsidiary guarantees, we or our subsidiaries received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and we or the subsidiary guarantor either:

• were insolvent or rendered insolvent by reason of such incurrence;

• were engaged in a business or transaction for which our or such guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that we or it would incur, debts beyond our or such guarantor’s ability to pay such debts as they mature.

In addition, any payment by us or such subsidiary guarantor pursuant to the notes or any subsidiary guarantee could be voided and required to be returned to us or such subsidiary guarantor, or to a fund for the benefit of our creditors or those of such subsidiary guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or a subsidiary guarantor would be considered insolvent if:

• the sum of our or such subsidiary guarantor’s debts, including contingent liabilities, was greater than the fair saleable value of all of our or such subsidiary guarantor’s assets;

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• the present fair saleable value of our or such subsidiary guarantor’s assets was less than the amount that would be required to pay our or such subsidiary guarantor’s probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or

• we or any subsidiary guarantor could not pay debts as they became due.

Additionally, under federal bankruptcy or applicable state insolvency law, if certain bankruptcy or insolvency proceedings were initiated by or against us within 90 days after payment by us with respect to the notes, or if we anticipated becoming insolvent at the time of such payment, all or a portion of such payment could be avoided as a preferential transfer and the recipient of such payment could be required to return the payment.

Based on historical financial information, recent operating history and other factors, we do not believe that we or any of our subsidiary guarantors are insolvent, have unreasonably small capital for the business in which we and they are engaged or have incurred debts beyond our or their ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

If you do not properly tender your old notes, you will continue to hold unregistered old notes and be subject to the same limitations on your ability to transfer old notes.

We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you are eligible to participate in the exchange offer and do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the old notes. In addition:

• if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes; and

• if you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

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An active trading market may not develop for the exchange notes, in which case the trading market liquidity and the market price quoted for the exchange notes could be adversely affected.

The exchange notes are a new issue of securities with no established trading market and will not be listed on any securities exchange or automated dealer quotation system. The liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the exchange notes. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of those exchange notes.

We are controlled by JPMP, which is an affiliate of J.P. Morgan Securities Inc., one of the initial purchasers, JWC and CDM Investor Group LLC. As a result of this affiliate relationship, if J.P. Morgan Securities Inc. conducts any market making activities with respect to the exchange notes, J.P. Morgan Securities Inc. will be required to deliver a market making prospectus when effecting sales of the exchange notes. For as long as a market making prospectus is required to be delivered, the ability of J.P. Morgan Securities Inc. to make a market in the exchange notes may, in part, be dependent on our ability to maintain a current market making prospectus for its use. If we are unable to maintain a current market making prospectus, J.P. Morgan Securities Inc. may be required to discontinue its market making activities without notice.

Risks related to our business

We face significant competition in our industry.

The food-products business is highly competitive. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and promotion and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and be substantially less leveraged than we are. We cannot assure you that we will be able to compete successfully with these companies. Competitive pressures or other factors could cause us to lose market share, which may require us to lower prices, increase marketing and advertising expenditures, or increase the use of discounting or promotional campaigns, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability. See “Business—Competition.”

We are vulnerable to fluctuations in the price and supply of food ingredients and packaging materials.

The prices of the food ingredients we use are subject to fluctuations in price attributable to, among other things, changes in crop size and government-sponsored agricultural and livestock programs. Changes in these prices have a corresponding impact on the cost of finished products and, as a result, could impact our gross margins. Our ability to pass along cost increases to customers is dependent upon competitive conditions and pricing methodologies

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In our pickle business we rely primarily on cucumbers and, along with our frozen dinners and entrees business to a lesser extent, other produce supplied by third-party growers. We also use significant quantities of corn syrup, flour, sugar, fish, shrimp, eggs, cheese, vegetable oils, shortening and other agricultural products as well as corrugated fiberboard and plastic packaging materials provided by third-party suppliers. We buy from a variety of producers and manufacturers, and alternate sources of supply are readily available. However, the supply and price are subject to market conditions and are influenced by other factors beyond our control, such as general economic conditions, unanticipated demand, problems in production or distribution, natural disasters, weather conditions during the growing and harvesting seasons, insects, plant diseases and fungi.

We generally do not have long-term contracts with our suppliers, and as a result they could increase prices significantly or fail to deliver.

We typically do not rely on long-term arrangements with our suppliers. Our suppliers may implement significant price increases or may not meet our requirements in a timely fashion, if at all. The occurrence of any of the foregoing could increase our costs and disrupt our operations.

If we lose one or more of our major customers, or if any of our major customers experience significant business interruption, our results of operations and our ability to service our indebtedness could be adversely affected.

We are dependent upon a limited number of large customers with substantial purchasing power for a significant percentage of our sales. Sales to Wal-Mart Stores, Inc. represented 17%, 14% and 13% of PFHC’s consolidated net sales in fiscal 2003, 2002 and 2001, respectively, and 17%, 18% and 14% of Aurora’s consolidated net sales in the fiscal years ended December 31, 2003, 2002 and 2001, respectively. We do not have a long-term supply contract with any of our major customers. PFHC’s top ten customers accounted for approximately 50% of PFHC’s net sales in fiscal 2003. Sales to Aurora’s ten largest customers represented approximately 50% of Aurora’s total net sales in fiscal 2003. The loss of one or more major customers, a material reduction in sales to these customers as a result of competition from other food manufacturers or the occurrence of a significant business interruption at our customers would result in a decrease in our revenues, operating results and earnings and adversely affect our ability to service our indebtedness.

Due to the seasonality of the business, our revenue and operating results may vary quarter to quarter.

Our sales and cash flows are affected by seasonal cyclicality. Sales of frozen foods, including seafood, tend to be marginally higher during the winter months, whereas sales of pickles, relishes and barbecue sauces tend to be higher in the spring and summer months and demand for Duncan Hines products tends to be higher around the Easter, Thanksgiving and Christmas holidays. We pack the majority of our pickles during a season extending from May through September and also increase our seafood and Duncan Hines inventories at that time in advance of the selling season. As a result, our inventory levels tend to be higher in the first quarter of the fiscal year, and thus we require more working capital in the first fiscal quarter.

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Loss of any of our current co-packing arrangements could decrease our sales and earnings and put us at a competitive disadvantage.

We rely upon co-packers for our Duncan Hines cake mixes, brownie mixes, specialty mixes and frosting products, Chef Choice products, Open Pit product line, and a limited portion of our other manufacturing needs. We believe that there are a limited number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative co-packing agreements or arrangements in the future, we cannot assure you we will be able to do so on satisfactory terms or in a timely manner.

We may not be able to complete any future acquisitions, which could restrict our ability to grow our business; and if we fail to successfully integrate any future acquisitions into our operations, our operating costs could increase and our operating margins, operating results and profitability may decrease.

We may not be able to identify and complete additional acquisitions in the future, and our failure to identify and complete acquisitions could restrict our ability to grow our business beyond our existing brands. In addition, we may require additional debt or equity financing for future acquisitions. Such financing may not be available on favorable terms, if at all. Also, if we do not successfully integrate acquisitions, we may not realize anticipated operating advantages and cost savings which would reduce our operating margins, operating results and profitability. The acquisition and integration of companies involves a number of risks, including:

• the risk that a proposed acquisition will be prohibited by U.S. or foreign antitrust laws;

• use of available cash or borrowings under our senior secured credit facilities to consummate the acquisition;

• demands on management related to the increase in our size after an acquisition;

• the diversion of management’s attention from existing operations to the integration of acquired companies;

• difficulties in the assimilation and retention of employees; and

• potential adverse effects on our operating results.

We may not be able to maintain the levels of operating efficiency that acquired companies achieved separately. Successful integration of acquired operations will depend upon our ability to manage those operations and to eliminate redundant and excess costs. We may not be able to achieve the cost savings and other benefits that we would hope to achieve from acquisitions, which could cause our financial condition to deteriorate or result in an increase in our expenses or a reduction in our operating margins, thereby reducing our operating results and profitability.

Our failure to integrate the operations of Aurora and PFHC and achieve cost savings would negatively impact our results of operations and profitability.

A significant element of our business strategy is the improvement of our operating efficiencies and a reduction of our operating costs. The process of integrating the operations of Aurora and PFHC may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention. There can be no assurance that we will be successful in integrating Aurora and PFHC or that such an integrated company will perform as we expect,

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We are subject to environmental laws and regulations relating to hazardous materials used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business.

Our operations include the use, generation and disposal of hazardous materials. We are subject to various federal, state and local laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous materials and the cleanup of contaminated sites. In addition, our operations are governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous materials in the workplace. We could incur substantial costs, including cleanup costs, civil or criminal fines or sanctions and third-party claims for property damage or personal injury, as a result of violations of, or liabilities under, environmental laws and regulations or the noncompliance with environmental permits required at our facilities. These laws, regulations and permits also could require the installation of pollution control equipment or operational changes to limit air emissions or wastewater discharges and/or decrease the likelihood of accidental releases of hazardous materials. We cannot assure you that such costs will not be material.

We cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted. We can also not predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to environmental claims. See “Business—Governmental, legal and regulatory matters.”

Our operations are subject to FDA and USDA governmental regulation, and there is no assurance that we will be in compliance with all regulations.

Our operations are subject to extensive regulation by the U.S. Food and Drug Administration, the U.S. Department of Agriculture and other national, state and local authorities. Specifically, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging and safety of food. Under this program the FDA regulates manufacturing practices for foods through its current “good manufacturing practices” regulations and specifies the recipes for certain foods. Our processing facilities and products are subject to periodic inspection by federal, state and local authorities. In addition, we must comply with similar laws in Canada. We seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance (for example, assuring that food packages contain only ingredients as specified on the package labeling) and contracting with third-party laboratories that conduct analyses of products for the nutritional-labeling requirements.

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Failure by us to comply with applicable laws and regulations or maintain permits and licenses relating to our operations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could result in increased operating costs resulting in a material effect on our operating results and business. See “Business—Governmental, legal and regulatory matters.”

We may be subject to significant liability should the consumption of any of our products cause injury, illness or death.

Our business is subject to product recalls in the event of contamination, product tampering, mislabeling or damage to our products. We cannot assure you that product-liability claims will not be asserted against us or that we will not be obligated to recall our products in the future. A product-liability judgment against us or a product recall could have a material adverse effect on our business, financial condition or results of operations.

Litigation regarding our trademarks and any other proprietary rights may have a significant negative impact on our business.

We consider our trademarks to be of significant importance in our business. Although we devote resources to the establishment and protection of our trademarks, we cannot assure you that the actions we have taken or will take in the future will be adequate to prevent imitation of our products by others or prevent others from seeking to block sales of our products as an alleged violation of their trademarks and proprietary rights. There can be no assurance that future litigation by us will not be necessary to enforce our trademark rights or to defend us against claimed infringement of the rights of others, or result in adverse determinations that could have a material adverse effect on our business, financial condition or results of operations. Our inability to use our trademarks and other proprietary rights could harm our business and sales through reduced demand for our products and reduced revenues.

Termination of our material licenses would have a material adverse effect on our business.

We manufacture and market certain of our frozen food products under the Swanson brand pursuant to two royalty-free, exclusive and perpetual trademark licenses granted by Campbell Soup Company. The licenses give us the right to use certain Swanson trademarks both inside and outside of the United States in connection with the manufacture, distribution, marketing, advertising and promotion of frozen foods and beverages of any type except for frozen soup or broth. The licenses require us to obtain the prior written approval of Campbell Soup Company for the visual appearance and labeling of all packaging, advertising materials and promotions bearing the Swanson trademark. The licenses contain standard provisions, including those dealing with quality control and termination by Campbell Soup Company as well as assignment and consent. If we were to breach any material term of the licenses and not timely cure such breach, Campbell Soup Company could terminate the licenses.

We manufacture and market certain of our frozen breakfast products under the Aunt Jemima brand pursuant to a royalty-free, exclusive (as to frozen breakfast products only) and perpetual license granted by The Quaker Oats Company. The license gives us the right to use certain Aunt Jemima trademarks both inside and outside the United States in connection with the manufacture and sale of waffles, pancakes, French toast, pancake batter, biscuits, muffins, strudel, croissants and all other frozen breakfast products, excluding frozen cereal. The license requires us to obtain the approval of The Quaker Oats Company for any labels, packaging, advertising and promotional materials bearing the Aunt Jemima trademark. The Quaker Oats

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The loss of these licenses would have a material adverse effect on our business.

If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result.

Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of our executive officers could have a material adverse effect on our business, financial condition or results of operations. We do not maintain key-man life insurance on any of our executive officers. We cannot assure you that the services of such personnel will continue to be available to us.

Our financial well-being could be jeopardized by unforeseen changes in our employees’ collective bargaining agreements or shifts in union policy.

As of July 1, 2004, we employed approximately 3,400 people. Approximately 38% of our employees are unionized. Although we consider our employee relations to generally be good, failure to extend or renew our collective-bargaining agreements or a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure you that upon the expiration of our existing collective-bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms wholly satisfactory to us.

We are controlled by parties whose interests may not be aligned with yours.

The Sponsors collectively own approximately 57% of Crunch Equity Holding, LLC. Accordingly, the Sponsors control our management and policies. Conflicts of interest could arise in connection with potential acquisitions, the incurrence of additional indebtedness, the payment of dividends and other matters or as a result of transactions or potential transactions between the Sponsors or their affiliates, on the one hand, and us, on the other hand.

In addition, our Chief Executive Officer, C. Dean Metropoulos, also serves as a director of National Waterworks, Inc., a portfolio company of JPMP. Furthermore, C. Dean Metropoulos, in his capacity as Chief Executive Officer of CDM Investor Group LLC, may manage or have an ownership interest in other companies, including competing food companies. Service as a director, involvement in management or ownership of both our company and other companies, other than our subsidiaries, could create or appear to create potential conflicts of interest when faced with decisions that could have different implications for us and the other companies. A conflict of interest could also exist with respect to allocation of the time and attention of persons who serve, manage or own both our company and one or more other companies.

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The exchange offer

Purpose and effect of the exchange offer

We have entered into exchange and registration rights agreements with the initial purchasers of the old notes, in which we agreed to file a registration statement relating to an offer to exchange the old notes for exchange notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause the exchange offer to be consummated on or before November 19, 2004. The exchange notes will have terms substantially identical to the old notes except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest payable for the failure to have the registration statement of which this prospectus forms a part declared effective by October 20, 2004 or the exchange offer consummated by November 19, 2004. Old notes in an aggregate principal amount of $394,000,000 were issued on November 25, 2003 and February 20, 2004.

Under the circumstances set forth below, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

• the exchange offer is not permitted by applicable law or SEC policy;

• prior to the consummation of the exchange offer, existing SEC interpretations are changed such that the debt securities received by the holders in the exchange offer would not be transferable without restriction under the Securities Act;

• the exchange offer has not been consummated on or before November 19, 2004; or

• prior to the consummation of the exchange offer, any holder notifies us in writing that it holds any securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the securities, or any holder notifies us in writing that it believes that it is not entitled to participate in the exchange offer and such holder has not received a written opinion of counsel to PFGI to the effect that such holder is legally permitted to participate in the exchange offer;

Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in the exchange offer will be required to make the following representations:

• any exchange notes to be received by it will be acquired in the ordinary course of its business;

• it has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution (within the meaning of Securities Act) of the exchange notes in violation of the Securities Act; and

• it is not our “affiliate,” as defined in Rule 405 under the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

Resale of exchange notes

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued in the exchange offer in exchange for old notes

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• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such exchange notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of such exchange notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

• cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of distribution” for more details regarding these procedures for the transfer of exchange notes. We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

Terms of the exchange offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of old notes surrendered under the exchange offer. Old notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the exchange and registration rights agreements to file, and cause to become effective, a registration statement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the old notes. Consequently, both series will be treated as a single class of debt securities under that indenture.

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The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

As of the date of this prospectus, $394,000,000 aggregate principal amount of the old notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the exchange and registration rights agreements, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the SEC. Old notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the old notes.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders. Subject to the terms of the exchange and registration rights agreements, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Certain conditions to the exchange offer.”

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time on                     , 2004, unless we extend it in our sole discretion. In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting for exchange any old notes;

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under “—Certain conditions to the exchange offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

• subject to the terms of the exchange and registration rights agreements, to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice or public announcement thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we

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Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Certain conditions to the exchange offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

• the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act or the Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made:

• the representations described under “—Purpose and effect of the exchange offer”, “—Procedures for tendering” and “Plan of distribution”, and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any old notes by giving oral or written notice of such extension to the registered holders of the old notes. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any old notes not

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These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times except that all conditions to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer.

In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for tendering

Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive old notes along with the letter of transmittal; or

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should

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Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

• make appropriate arrangements to register ownership of the old notes in such owner’s name; or

• obtain a properly completed bond power from the registered holder of old notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering old notes that are the subject of such book-entry confirmation;

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• such participant has received and agrees to be bound by the terms of the letter of transmittal (or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery); and

• the agreement may be enforced against such participant.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will he final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the letter of transmittal, each tendering holder of old notes will represent that, among other things:

• any exchange notes that the holder receives will be acquired in the ordinary course of its business;

• the holder has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

• if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

• if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market making activities, that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and

• the holder is not our “affiliate”, as defined in Rule 405 of the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

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Book-entry transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent’s account at DTC or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed delivery procedures

Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

	• setting forth the name and address of the holder, the registered number(s) of such old notes and the principal amount of old notes tendered;
	• stating that the tender is being made thereby; and
	• guaranteeing that, within three (3) New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three (3) New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of tenders

Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

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For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “—Exchange agent”; or

• holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any such notice of withdrawal must:

• specify the name of the person who tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes; and

• where certificates for old notes have been transmitted, specify the name in which such old notes were registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such old notes will be credited to an account maintained with DTC for old notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for tendering” above at any time prior to the expiration date.

Exchange agent

Wilmington Trust Company has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

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DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

Our expenses in connection with the exchange offer include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer taxes

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old notes tendered;

• tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of failure to exchange

Holders of old notes who do not exchange their old notes for exchange notes under the exchange offer, including as a result of failing to timely deliver old notes to the exchange agent, together with all required documentation, including a properly completed and signed letter of transmittal, will remain subject to the restrictions on transfer of such old notes:

• as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

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• otherwise as set forth in the offering memorandum distributed in connection with the private offering of the old notes.

In addition, you will no longer have any registration rights or be entitled to additional interest with respect to the old notes.

In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the exchange and registration rights agreements, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

• could not rely on the applicable interpretations of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

Accounting treatment

We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the expenses of the exchange offer as debt issuance costs.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

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Disclosure regarding forward-looking statements

This prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under the headings “Summary,” “Unaudited pro forma financial information,” “PFGI management’s discussion and analysis of financial condition and results of operations,” “Aurora management’s discussion and analysis of financial condition and results of operations” and “Business.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this prospectus are set forth in this prospectus, including under the heading “Risk factors.” As stated elsewhere in this prospectus, such risks, uncertainties and other important factors include, among others:

• general economic and business conditions;

• industry trends;

• changes in our leverage;

• interest rate changes;

• changes in our ownership structure;

• competition;

• the loss of any of our major customers or suppliers;

• changes in demand for our products;

• changes in distribution channels or competitive conditions in the markets where we operate;

• costs of integrating Aurora and any future acquisitions;

• loss of our intellectual property rights;

• fluctuations in price and supply of raw materials;

• seasonality;

• our reliance on co-packers to meet our manufacturing needs;

• availability of qualified personnel; and

• changes in the cost of compliance with laws and regulations, including environmental laws and regulations.

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There may be other factors that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

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The Transactions

On August 8, 2003, Crunch Holding Corp., a Delaware corporation indirectly owned by the Sponsors, entered into a definitive purchase agreement to acquire PFHC. The Pinnacle Transaction was consummated on November 25, 2003. As of the closing date of the Pinnacle Transaction, the Sponsors indirectly owned 100% of the issued and outstanding stock of PFHC.

The funds required to finance the Pinnacle Transaction were provided by (i) $200.0 million of old notes, (ii) a $120.0 million term loan under our senior secured credit facilities, (iii) $21.5 million of borrowings under our revolving credit facility and (iv) a $181.1 million equity investment in Crunch Equity Holding, LLC, of which $180.3 million was provided in cash by JPMP and JWC.

On November 25, 2003, Aurora entered into the Merger Agreement (as amended on January 8, 2004) with Crunch Equity Holding, LLC, a company owned by the Sponsors. The Merger Agreement provided that Aurora would undertake a comprehensive financial restructuring (the “Restructuring”) designed to reduce its outstanding indebtedness, strengthen its balance sheet and improve its liquidity. As part of the Restructuring, on March 19, 2004, PFHC was merged with and into Aurora. Aurora is the surviving entity in the merger, and the combined businesses operate under the name Pinnacle Foods Group Inc. The combination of Aurora and PFHC is being treated as a purchase, with Crunch Equity Holding, LLC as the accounting acquiror in accordance with SFAS No. 141, “Business Combinations.”

The total cost of the Aurora Merger, including the repayment of existing debt and payment of estimated transaction fees and expenses, was approximately $952 million.

The Reorganization Plan and the Merger Agreement

Reorganization plan

On December 8, 2003, Aurora and Sea Coast, or the Debtors, filed a reorganization plan, which set forth the manner in which claims against and interests in the Debtors would be treated following the Debtors’ emergence from the Chapter 11 cases. On February 20, 2004, the First Amended Joint Reorganization Plan of Aurora Foods Inc. and Sea Coast Foods, Inc., as modified, dated February 17, 2004, was confirmed by order of the Bankruptcy Court.

The Restructuring

In connection with the Restructuring pursuant to the Plan, as of the date of the Aurora Transaction: (i) Aurora’s existing lenders were paid in full in cash in respect of principal and interest under Aurora’s existing credit agreement (the “Prepetition Credit Agreement”) and the existing lenders (the “Prepetition Lenders”) received $15 million in cash in full satisfaction of the excess-leverage fee and the asset-sale fee, (ii) holders of Aurora’s existing senior unsecured notes were paid in full in cash in respect of principal and interest, but did not receive $1.9 million in respect of unamortized original issue discount, (iii) Sub Debt Claims (as defined below) received either (x) cash or (y) equity in Crunch Equity Holding, LLC, as more fully described below, (iv) existing equity interests did not receive any distributions, and the existing equity interests were cancelled, (v) all trade creditors were paid in full and (vi) all other claims against Aurora were unimpaired. Aurora’s St. Louis headquarters leases were rejected. No other contracts were rejected.

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On February 24, 2004, R2 Top Hat, Ltd., or R2, a lender under Aurora’s existing credit agreement, appealed the confirmation order and on March 1, 2004, R2 appealed the summary judgment order entered in connection with a related adversary proceeding. R2 is challenging the validity of the Amendment and Forbearance (the “October Amendment”) dated as of October 13, 2003, among Aurora and certain lenders under Aurora’s existing credit agreement. R2 asserted in its objection to confirmation of the Plan, and has alleged in its appeal, that the October Amendment never became effective due to the failure to obtain the consent of the requisite number of the existing Aurora lenders, and that it is thus entitled to its pro rata share of certain fees which were reduced in the October Amendment (which pro rata share is approximately $6,850,000). We believe that the October Amendment is valid and that R2’s claims are without merit. We assumed a liability of $20 million through the Aurora Transaction with respect to our total exposure relating to these fees.

Allocation of equity

The Merger Agreement provides that each holder of a claim for principal and interest (a “Sub Debt Claim”) arising from its ownership of Aurora’s 9 7/8% Senior Subordinated Notes due 2007, Aurora’s 9 7/8% Series C Senior Subordinated Notes due 2007 and/or Aurora’s 8 3/4% Senior Subordinated Notes due 2008 (collectively, the “Sub Debt”) had a choice either to elect to convert their Sub Debt Claims into indirect interests of PFGI, or instead to receive a cash payment.

Holders of Sub Debt Claims electing to receive cash received approximately $0.462 for each dollar of their Sub Debt Claims. Approximately $1.9 million was paid to holders of Sub Debt Claims electing cash.

Holders of Sub Debt Claims who elected to receive equity do not own interests in LLC directly, but instead received interests in Crunch Equity Voting Trust, a Delaware voting trust (the “Bondholders Trust”) formed to hold Crunch Equity Holding, LLC interests on their behalf. Each ownership interest in the Bondholders Trust (a “Bondholders Trust Interest”) represents a corresponding interest in Crunch Equity Holding, LLC. Holders electing equity interests also had the right to subscribe in cash for additional Bondholders Trust Interests. Holders owning approximately 99% of Sub Debt Claims received Bondholder Trust Interests and subscribed for an additional approximately $12.7 million of Bondholder Trust Interests in connection with the consummation of the Aurora Transaction.

The total amount of Bondholder Trust Interests was initially valued at $225 million, subject to a net debt adjustment. If net debt on the closing date of the Aurora Transaction is determined to be greater than $609.9 million, the value of the Bondholder Trust Interests will be decreased correspondingly and the percentage ownership of the Bondholders Trust in the Combined Company will decrease. If the net debt on the closing date of the Aurora Transaction is determined to be less than $595.9 million, the value of the Bondholders Trust Interest will be increased correspondingly and the percentage ownership of the Bondholders Trust in the Combined Company will increase. The Bondholder Trust Interests were estimated to be valued at closing at approximately $236 million, consisting of an original $225 million equity value plus an estimated net debt adjustment of approximately $11 million. The value of the Bondholder Trust Interests is subject to additional adjustment based on the final net debt calculation. As of the date of this prospectus, Aurora’s final net debt has not yet been determined.

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In connection with the Aurora Transaction, JWC invested approximately $42.2 million (of which $42 million was invested directly in Crunch Equity Holding, LLC, and approximately $0.2 million was invested in Bondholder Trust Interests, which interests may be exchanged for Crunch Equity Holding, LLC units upon expiration of the indemnity agreement described under “Certain relationships and related transactions”), JPMP invested approximately $34.7 million (of which $34.5 million was invested directly in Crunch Equity Holding, LLC, and approximately $0.2 million was invested in Bondholder Trust Interests, which interests may be exchanged for Crunch Equity Holding, LLC units upon expiration of the indemnity agreement described under “Certain relationships and related transactions”) and an affiliate of Lexington Partners invested $7.5 million directly in Crunch Equity Holding, LLC.

After giving effect to the Aurora Transaction, JPMP and JWC collectively control approximately 48% of Crunch Equity Holding, LLC, Bondholders Trust owns approximately 43% of Crunch Equity Holding, LLC and CDM Investor Group LLC owns approximately 9% of Crunch Equity Holding, LLC.

The combination of Aurora and PFHC is being treated as a purchase, with Crunch Equity Holding, LLC as the accounting acquiror, in accordance with SFAS No. 141, “Business Combinations”.

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Use of proceeds

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange old notes in like principal amount, which will be cancelled and as such will not result in any increase in our indebtedness.

The proceeds from the offering of the old notes along with borrowings under our senior secured credit facilities, and the proceeds from the Sponsors’ equity investment was used to fund the Transactions and pay related fees and expenses.

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