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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended June 28, 2003

OR

For the transition period from              to             

Commission file numbers 333-50305 and 333-50305-01

Eagle Family Foods Holdings, Inc.

(Exact name of registrant as specified in its charter)

Eagle Family Foods, Inc.

(Exact name of registrant as specified in its charter)

Registrants’ telephone number, including area code: (614) 501-4200

Securities registered pursuant to Section 12(b) of the Act:

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants’ most recent completed second fiscal year. None.

As of September 22, 2003, there were 1,002,282 shares of common stock, par value $.01 per share, of Eagle Family Foods Holdings, Inc. (“Common Stock”) and 10,000 shares of common stock, par value $.01 per share, of Eagle Family Foods, Inc. outstanding, respectively.

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PART I

Item 1: Business

Eagle Family Foods Holdings, Inc. (“Holdings”) and its wholly-owned subsidiary, Eagle Family Foods, Inc. (“Eagle”) is a manufacturer and marketer of a portfolio of leading dry-grocery food products with widely recognized and established brands, including Eagle Brand sweetened condensed milk and Cremora powdered non-dairy creamer. Eagle and Holdings are collectively referred to as the “Company”, unless the context indicates otherwise. Eagle and Holdings were incorporated in Delaware in 1997.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumption on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, the success of new product introductions and promotions, changes in the competitive environment of the Company’s products, general economic and business conditions, industry trends, raw material costs, dependence on the Company’s labor force, and changes in, or the failure or inability to comply with, government rules and regulations, including, without limitation, Food and Drug Administration and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates and commodity prices are subject to significant volatility.

Significant Events in Fiscal Year 2003

Effective December 30, 2002, the Company closed its powdered non-dairy creamer manufacturing plant in Chester, South Carolina (“Non-Dairy Creamer Plant Closure”). Production is now sourced from a third party manufacturer under a long-term co-pack agreement entered into on October 1, 2002. The third party manufacturer has significantly larger powdered non-dairy creamer plants than the Company had, and has agreed to produce the Company’s powdered non-dairy creamer requirements at a lower cost than the Company’s cost of production. During the year ended June 28, 2003 (“fiscal year 2003”), the Company sold the Chester, South Carolina property, plant and equipment (the “South Carolina Property”) for $0.5 million.

In connection with the Non-Dairy Creamer Plant Closure, the Company recorded a charge of $1.2 million in fiscal year 2003, and included the expense within the classification of “Gain (loss) on sale of product lines, net of reorganization charges and other charges” on the Consolidated Statements of Operations and Comprehensive Income (Loss). The closure charges included $1.3 million for termination pay and benefits for the 79 displaced employees, $0.4 million for other plant closure costs and contractual expenditures, offset by the $0.5 million gain on the sale of the South Carolina Property. As of June 28, 2003, the remaining cash requirements of the Non-Dairy Creamer Plant Closure are expected to total $0.3 million and are expected to be paid by December 2003.

Products and Markets

The Company markets and distributes its products through the retail grocery channel, including mass-merchant retailers and club stores, foodservice, the U.S. military, and private label businesses. The Company’s U.S. food business is complemented by a presence in Canada and other foreign countries that represented 7.5%, 7.8% and 7.8% of the Company’s total net sales for fiscal year 2003, and its fifty-two week periods ended June 29, 2002 (“fiscal year 2002”) and June 30, 2001 (“fiscal year 2001”), respectively. The Company utilizes a national retail

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grocery brokerage company with 47 brokerage houses and 13 independent food brokers to sell its products in the U.S. Non-grocery channels and international markets are serviced through brokers, distributors, or directly, depending on the size and needs of the customers.

The Company’s marketing programs consist of various combinations of media advertising, consumer promotions, and trade promotion. Certain products are also promoted with direct consumer rebate programs. The Company’s customers may also be offered pre-season stocking and in-store promotional allowances. Since many of the Company’s brands are purchased primarily as ingredients for recipes, the Company frequently promotes recipes that incorporate its brands. Recipe dissemination is a primary focus during the holiday season for our seasonal brands, None Such mincemeat pie filling, Borden eggnog, and Eagle Brand sweetened condensed milk. The following Company-sponsored Internet sites promote the recipes containing the Company’s products:

The Company manufactured and marketed ReaLemon lemon juice from concentrate and ReaLime lime juice from concentrate (collectively, the “ReaLemon business”) until the sale of the ReaLemon business to Mott’s Inc. in September 2001. The net sales percentages provided below exclude the results from the ReaLemon business product lines for the periods provided.

Sweetened condensed milk. The Company manufactures and markets Eagle Brand and additional sweetened condensed milk products in the U.S. In Canada, the Company markets Eagle Brand and additional sweetened condensed milk products. In addition to classic Eagle Brand sweetened condensed milk, the Company’s other branded sweetened condensed milk products include Eagle Brand low fat and fat free products, Meadow Gold, and Star and Magnolia Hispanic brands. The Company’s Eagle Brand products carry the Borden and Elsie trademarks. The Company also manufactures sweetened condensed milk under several labels for a customer who distributes and markets these products to certain ethnic markets. In fiscal year 2003, fiscal year 2002, and fiscal year 2001, respectively, the Company’s sweetened condensed milk products accounted for 74%, 71% and 69% of the Company’s net sales.

Retail channels, including grocery and mass-merchant retailers, are the primary outlet for the Company’s sweetened condensed milk products and accounted for approximately 80%, 81% and 80% of the Company’s sweetened condensed milk net sales for fiscal year 2003, fiscal year 2002 and fiscal year 2001, respectively. The balance of the Company’s sweetened condensed milk net sales is made through other channels, including foodservice customers, industrial customers, and international markets.

Powdered non-dairy creamers. The Company markets powdered non-dairy creamer under the Cremora and Cremora Royale brand names. In fiscal year 2003, fiscal year 2002 and fiscal year 2001, the Company’s powdered non-dairy creamer products accounted for 18%, 21% and 22% of the Company’s net sales, respectively.

Branded Cremora and Cremora Royale are sold primarily through retail channels and accounted for 67%, 62%, and 73% of the Company’s fiscal year 2003, fiscal year 2002, and fiscal year 2001 powdered non-dairy creamer net sales, respectively. Private label net sales accounted for 13%, 16% and 10% of the Company’s powdered non-dairy creamer net sales for fiscal year 2003, fiscal year 2002 and fiscal year 2001, respectively, with the balance primarily attributable to international and industrial customers (who use non-dairy creamer in producing other food products). As noted previously, the Company’s powdered non-dairy creamer products, as of January 1, 2003, are supplied by a third party manufacturer. Due to this decision to outsource the production of the branded powdered non-dairy creamer products, the Company will no longer focus marketing efforts on the private label and industrial non-dairy creamer channels.

Niche brand products. The Company’s niche brand products include eggnog, mincemeat pie filling and instant coffee.

Borden eggnog is manufactured by a third party through a seasonal purchase order agreement. Borden eggnog is the only shelf-stable eggnog available in the market and competes with refrigerated eggnog. Borden eggnog is distributed through the retail grocery channel. Eggnog is generally consumed during the November and December holiday season as a beverage or mixed with liquor as a cocktail.

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The Company manufactures and markets two flavors of None Such mincemeat pie filling: Regular and Brandy & Rum. None Such mincemeat is used in pies, cookies and pastries, and is consumed primarily during the November and December holiday season. None Such is distributed through the retail grocery channel.

Kava is marketed by the Company and manufactured by a third party independent manufacturer pursuant to a co-packing agreement. Kava is a unique instant coffee, differentiated as the only coffee that is “90% acid-neutralized.” Management believes that Kava’s customer loyalty is significantly higher than that of most other instant coffee brands, and is well positioned to remain high given the brand’s unique position as an acid-neutralized product.

Competition

The Company operates in highly competitive markets. Competition for retail sales to consumers and sales to the retailer in the retail grocery channel is based on several factors, including brand name recognition, quality, price and customer service. Many companies with numerous brands and product offerings compete for retailers’ shelf-space and sales. The Company competes with a significant number of competitors of varying sizes, including divisions or subsidiaries of larger companies. The most significant branded competition encountered by the Company is Nestlé’s Coffee-mate, which competes with Cremora and Cremora Royale. Furthermore, the Company is facing increased competition from private label brands and store brands. A number of these branded and private label competitors have broader product lines, as well as substantially greater financial and other resources available to them compared to the Company.

Industry Overview

The U.S. food industry has historically been relatively stable with growth driven primarily by modest population increases and new products. Over the last ten years, management believes the industry has experienced consolidation as competitors have shed non-core business lines and made strategic acquisitions to strengthen category positions, generate economies of scale in distribution, production and raw material sourcing and create leverage relative to the retail grocery trade through better service and broader market presence.

Grocery retailers have also utilized mergers and acquisitions to consolidate within their industry. Growth in the mass-merchant retailer channel has outpaced growth in the retail grocery channel, and mass- merchant retailers have consequently increased their share of food sales relative to the retail grocery and drug store channels. Furthermore, the convenience store channel has maintained a constant presence within the total grocery industry. Management believes that food companies have broadened their distribution channels to include greater focus on mass-merchant retailers and other alternative distribution channels. Management also believes that another growth opportunity in the U.S. for branded food companies is the foodservice channel, which supplies restaurants, hospitals, schools and other institutions.

Seasonality

The Company’s net sales, operating income and cash flows are affected by a seasonal bias toward the second quarter of the Company’s fiscal year due to increased sales during the holiday season. Three of the Company’s five major brands (Eagle Brand sweetened condensed milk, Borden eggnog and None Such mincemeat pie filling) are consumed primarily during the November and December holiday season. In recent years, approximately 48% of the Company’s net sales, excluding the ReaLemon and ReaLime brands’ net sales, have occurred in the second quarter of the Company’s fiscal year. Because of this seasonality, the Company’s working capital needs have historically increased throughout the year, normally peaking in the August/September period, which requires the Company to draw additional amounts on its Revolving Credit Facility (as defined below) in that period.

Raw Materials and Suppliers

The primary raw materials used in the Company’s operations include milk, sugar, vegetable oil, corn syrup, and packaging materials. The Company purchases many of its raw materials from numerous independent suppliers. Milk is purchased through one cooperative at each of its manufacturing plants. Cremora and Cremora Royale

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powdered non-dairy creamer, Kava instant coffee, and Borden eggnog are obtained in final product form from third party manufacturers, traditionally referred to as co-packers.

Trademarks, Copyrights and Patents

The Company owns a number of trademarks, licenses and patents. The Company’s principal trademarks include Eagle Brand, Cremora, and None Such which the Company has registered in the United States and various foreign countries. The Company holds a perpetual, exclusive and royalty-free license to use the Borden and Elsie trademarks on certain products and their extensions. The Borden and Elsie trademarks are currently used on (1) the entire line of Eagle Brand products, including condensed or evaporated milk, (2) shelf-stable eggnog, and (3) Cremora powdered non-dairy creamer. The Borden trademark is also currently used on Magnolia sweetened condensed milk. The Company also holds a perpetual, exclusive and royalty-free license to use the Borden trademark on None Such mincemeat, Magnolia condensed or evaporated milk, and Kava acid-neutralized coffee. In addition, as assignee from BFC, the Company holds an exclusive and royalty-free license from Dean Foods Limited (f.k.a. Southern Foods Group, L.P.) to use the Meadow Gold trademark on sweetened condensed milk in the United States for a five year term, which is renewable automatically for subsequent five year terms and terminable at the option of the Company upon one year’s notice and, under certain limited circumstances, by the licensor. Such brand names are considered to be of fundamental importance to the business of the Company due to their brand identification and ability to maintain brand loyalty. A third party owns the Cremora trademark in Africa and the Middle East. The Company also owns various patents and copyrights associated with the business.

Employees

As of June 28, 2003, the Company employed approximately 165 people, including 93 hourly and 72 salaried employees. The Wellsboro, Pennsylvania and Starkville, Mississippi plants are unionized plants. As of June 28, 2003, union employees represented approximately 56% of the Company’s total work force. At Starkville, the Teamsters Local 984 has a contract expiring on January 31, 2005 and at Wellsboro, the United Food and Commercial Workers Union-Local 174 has a contract expiring on February 5, 2005. Management believes that relations with the Company’s employees and unions are generally good.

Business History

On January 23, 1998 (the “Acquisition Closing”), Eagle acquired certain assets of Borden Foods Corporation (“BFC”), BFC Investments, L.P. (“BFC Investments”) and certain of their affiliates for an aggregate purchase price of $376.8 million (the “Acquisition”). The assets acquired included, among other things: (1) four manufacturing facilities located in Wellsboro, Pennsylvania; Starkville, Mississippi; Waterloo, New York; and Chester, South Carolina; (2) all machinery and equipment located at these facilities; (3) the trademarks Eagle Brand; ReaLemon; ReaLime; Cremora; Kava; None Such and certain other trademarks in North America and in certain foreign territories; and (4) a non-compete and non-solicitation agreement from BFC and certain of its affiliates.

Financing for the Acquisition and related fees and expenses consisted of (1) $82.5 million of equity contribution from Holdings (which was financed by Holdings’ issuance of preferred and common stock in that amount to GE Investment Private Placement Partners II, a Limited Partnership (“GEI”) and Warburg, Pincus Ventures, L.P. (“Warburg” and together with GEI, the “Equity Sponsors”), and certain members of the Company’s management, (the “Management Investors”), who contributed approximately $1.7 million of such amount (the “Equity Contribution”); (2) the issuance of $115.0 million of 8.75% senior subordinated notes due 2008 (the “Notes”); and (3) senior secured credit facilities (the “Senior Credit Facilities”) in an aggregate principal amount of $245.0 million, consisting of a $175.0 million term loan facility (the “Term Loan Facility”) and a $70.0 million revolving credit facility (the “Revolving Credit Facility”).

Since the Acquisition Closing, the Company nationally launched Cremora Royale powdered non-dairy creamer, the Star and Magnolia Hispanic brands of sweetened condensed milk and ReaLemonade lemonade liquid concentrate.

In September 1999, the Equity Sponsors contributed an aggregate of $10.0 million to Holdings in exchange for shares of a new series of Holdings preferred stock and Holdings common stock. This contribution was made to

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finance the marketing investment made by the Company in launching Cremora Royale and ReaLemonade during its fiscal year ended July 3, 1999.

In September 2001, Eagle and Holdings completed the sale to Mott’s Inc. and Cadbury Beverages Delaware, Inc. of Eagle’s business of developing, manufacturing, marketing, distributing and selling shelf-stable juice sold under the ReaLemon and ReaLime brand names (the “ReaLemon product lines”) and related assets for $128.4 million (the “ReaLemon Sale”).

In July 2001, the Company began implementing a plan (“the Plan”) to reorganize the management and operations of the Company as a result of the then pending ReaLemon Sale, which reduced the sales and operating base of the Company. The Plan included (1) the resignation of John O’C. Nugent as Chief Executive Officer and President of the Company; (2) the appointment of Craig A. Steinke as Chief Executive Officer and President in addition to serving as the Chief Financial Officer of the Company; (3) the resignations of other executive officers of the Company; and (4) the closure of the corporate office in Tarrytown, New York and the research and development office in Columbus, Ohio.

As part of the Plan, the number of corporate and administrative employees of the Company was reduced by 64% during the two quarters ended December 29, 2001, with the majority of the reductions occurring in the quarter ended September 29, 2001. In addition, the Company’s overall administrative cost structure was reduced by renegotiation of annual service contracts with third party vendors, elimination of office leases and related costs and reductions in travel, entertainment and other administrative expenses.

Certain Legal and Regulatory Matters

Public Health. The Company is subject to the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the Food and Drug Administration. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. In addition, the Nutrition Labeling and Education Act of 1990, as amended, prescribes the format and content of certain information required to appear on the labels of food products. The operations and the products of the Company are also subject to state and local regulation through such measures as: licensing of plants, enforcement by state health agencies of various state standards and inspection of facilities. Management believes that the Company’s facilities and practices are in compliance with applicable government regulations in all material respects. The Company is subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act. These regulations require the Company to comply with certain manufacturing, health and safety standards to protect its employees from accidents. See “Risk Factors— The Company’s operations are subject to comprehensive public health regulations.”

Environment. The Company believes that it is substantially in compliance with all applicable laws and regulations for the protection of the environment. The Company’s operations and properties are subject to a wide variety of increasingly complex and stringent federal, state and local environmental regulations governing the storage, handling, generation, treatment, emission, and disposal of certain substances and wastes, the remediation of contaminated soil and groundwater. As such, the nature of the Company’s operations exposes it to the risk of claims with respect to environmental matters. Based upon its experience to date, the Company believes that the future cost of compliance with existing environmental laws and regulations and liability for known environmental claims will not have a material adverse effect on the Company’s business, financial condition or results of operations. See “Risk Factors— The Company’s operations and properties are subject to a wide variety of increasingly complex and stringent federal, state and local environmental regulations governing the storage, handling, generation, treatment, emission, and disposal of certain substances and wastes, the remediation of contaminated soil and groundwater.”

Risk Factors

In connection with a review of this Annual Report on Form 10-K, the following risk factors should be considered carefully.

The Company has a significant amount of indebtedness. As of June 28, 2003, the outstanding indebtedness was $193.3 million, with maturities of $8.6 million, $51.0 million and $18.7 million in the fiscal years 2004 through

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2006 on the Senior Credit Facilities and $115 million in fiscal year 2008 on the Notes. This substantial indebtedness could have important consequences. For example, it could:

Any of the above listed factors could have a material adverse affect on the Company’s business and results of operations and its ability to meet its obligations.

The credit agreement governing the Company’s Senior Credit Facilities restricts management’s discretion in operating the Company’s business. In addition, the credit agreement requires the Company to maintain specified financial ratios and tests, among other obligations. The credit agreement also restricts the Company’s ability to incur additional indebtedness, make acquisitions and make capital expenditures.

The markets in which the Company competes are highly competitive. The Company competes with large and established national and multinational companies, as well as smaller companies. Some of these competitors have, and new competitors may have, substantially greater resources than the Company has. Consequently, it cannot be assured that the Company will be able to compete effectively in the future. See “Competition.”

The Company relies upon its suppliers and third party manufacturers. The Company purchases many of its raw materials from numerous independent suppliers. Milk is purchased through one cooperative at each of its manufacturing plants. Cremora and Cremora Royale powdered non-dairy creamer, Kava instant coffee, sweetened condensed milk marketed in Canada, and Borden eggnog are obtained in final product form from third party manufacturers. Any adverse change in any of the following could have a material adverse effect on the Company’s business, financial condition and results of operations:

There is no assurance that the Company could quickly or effectively replace any of its suppliers or third party manufacturers if the need arose. The Company’s dependence on these suppliers and third party manufactures could also adversely affect its ability to react quickly and effectively to changes in the market for its products.

The Company manufactures all of its U. S. sweetened condensed milk at two facilities and is dependent on such facilities for production. The Company manufactures sweetened condensed milk for the U.S. markets at the Wellsboro, PA and Starkville, MS facilities. These facilities are subject to the normal hazards that could result in any material damage to any such facility. Damage to the facilities, or prolonged interruption in the operations of the facilities for repairs or other reasons, would have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company cannot be certain of the results of its product innovations and marketing programs. The Company believes that its future success will depend, in part, upon its ability to develop, manufacture and market

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new products or line extensions to its existing product lines. The Company cannot predict whether it will be successful in the introduction, marketing and manufacture of any new products. Furthermore, there can be no assurance that the Company will be able to develop and introduce new products or improvements to its existing product, which satisfy customer needs or achieve market acceptance. The failure to develop products and introduce them successfully in a timely manner could adversely affect the Company’s business, financial condition and results of operations.

The Company is dependent on a concentrated customer base. The Company does not have long-term sales agreements or other contractual assurances as to future sales with any of its customers. In addition, continued consolidation in the retail industry has resulted in an increasingly concentrated retail base. To the extent such concentration continues to occur, the Company’s net sales and operating income may be increasingly sensitive to deterioration in the financial condition of its customer base, or other adverse developments involving the Company’s relationship with its customers.

The Company’s operations are subject to comprehensive public health regulations. The Company is subject to the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the Food and Drug Administration. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. In addition, the Nutrition Labeling and Education Act of 1990, as amended, prescribes the format and content of certain information required to appear on the labels of food products.

The operations and the products of the Company are also subject to state and local regulation through such measures as licensing of plants, enforcement by state health agencies of various state standards and inspection of facilities. Enforcement actions for violations of federal, state and local regulations may include seizure and condemnation of volatile products, cease and desist orders, injunctions and/or monetary penalties.

The Company is subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act. These regulations require the Company to comply with certain manufacturing, health and safety standards to protect its employees from accidents.

Management believes that the Company’s facilities and practices comply with applicable government regulations in all material respects, but there can be no assurance that the Company will not incur liabilities in the future. In addition, future events, such as changes in existing laws and regulations or their interpretation, and more vigorous enforcement policies of regulatory agencies, may give rise to additional expenditures or liabilities that could be material.

The Company’s operations and properties are subject to a wide variety of increasingly complex and stringent federal, state and local environmental regulations governing the storage, handling, generation, treatment, emission, and disposal of certain substances and wastes, the remediation of contaminated soil and groundwater. As such, the nature of the Company’s operations exposes it to the risk of claims with respect to environmental matters. The Company believes that it is substantially in compliance with all applicable laws and regulations for the protection of the environment. Based upon its experience to date, the Company believes that the future cost of compliance with existing environmental laws and regulations and liability for known environmental claims will not have a material adverse effect on the Company’s business, financial condition or results of operations. In connection with the Acquisition, the Company assumed all past and future environmental liabilities related to the acquired business. The Company would have been indemnified by BFC and BFC Investments with respect to certain pre-Acquisition Closing environmental liabilities identified by January 2003. No liabilities were identified. There can be no assurances that past material environmental liabilities will not be identified or that new material environmental liabilities will not be incurred. In addition, future events, such as changes in existing laws and regulations or their interpretation, and more vigorous enforcement policies of regulatory agencies, may give rise to additional expenditures or liabilities that could be material.

Available Information.

The Company’s Internet address is www.eaglefamilyfoods.com. The Company does not make available its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to

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those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 on the Internet, but these reports will be furnished free of charge upon request to the Secretary of the Company at (614) 501-4200.

Item 2: Properties

The Company produces its U.S. sweetened condensed milk and mincemeat pie filling products in two Company-owned manufacturing facilities, as described in the following table. Management believes that the Company’s manufacturing plants have sufficient capacity to accommodate the Company’s needs for the foreseeable future.

In addition to the owned manufacturing facilities described above, as of June 28, 2003, the Company leased 20,000 square feet of office space in Columbus, Ohio and uses public warehouse space in numerous locations in variable amounts as needed.

Item 3: Legal Proceedings

The Company is subject to litigation in the ordinary course of its business. The Company is not a party to any lawsuit or proceeding, which is material, or in the opinion of management, is likely to have a material adverse effect on the Company’s financial condition or results of operations.

Item 4: Submission of Matters to a Vote of Security Holders

Not applicable.

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PART II

Item 5: Market for Registrants’ Common Equity and Related Stockholder Matters

There is no established public trading market for the common stock of Holdings or Eagle. As of September 22, 2003, Holdings was the only holder of Eagle common stock. As of September 22, 2003, there were approximately 22 holders of Holdings’ common stock.

No cash dividends on common stock have been declared by either registrant since their respective incorporations. Holdings and Eagle are restricted from declaring dividends on their common stock by the Senior Credit Facilities. See Note 7 of the Notes to the Financial Statements of Holdings and Eagle included elsewhere in this Annual Report on Form 10-K.

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Item 6: Selected Financial Data

The selected financial data set forth below (dollars in thousands) as of June 28, 2003 and June 29, 2002, and for fiscal year 2003, fiscal year 2002, and fiscal year 2001 are derived from audited financial statements included elsewhere herein. The selected financial data set forth below as of July 3, 1999, July 1, 2000, and June 30, 2001 and the fifty-two week period ended July 1, 2000 (“fiscal year 2000”), and the fifty-three week period ended July 3, 1999 (“fiscal year 1999”) are derived from the financial statements not included elsewhere herein. The results of operations were affected by certain reclassifications made to comply with the Emerging Issues Task Force (“EITF”) No. 00-14 and No. 00-25, as described in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These reclassifications had no impact on operating income, net loss or cash flows.

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Set forth below is a discussion of the consolidated financial condition and consolidated results of operations for fiscal year 2003, fiscal year 2002 and fiscal year 2001 of the Company. With the exception of Stockholder’s Equity, Redeemable Preferred Stock and an intercompany payable of $1.4 million, the financial condition and results of operations of Eagle are substantially consistent with that of Holdings. The following discussion should be read in conjunction with the financial statements of the Company and the notes thereto included elsewhere in this Annual Report on Form 10-K.

The results of operations were affected by certain reclassifications made to comply with the new accounting standards, EITF Issue No. 00-14, “Accounting for Certain Sales Incentives” and EITF Issue No. 00-25, “Accounting for Consideration from a Vendor to a Retailer in Connection with the Purchase or Promotion of the Vendor’s Products”. Under these Issues, the EITF concluded that certain consumer and trade sales promotion expenses, such as coupon redemption costs, cooperative advertising programs, new product introduction fees, feature price discounts and in-store display incentives should be classified as a reduction of sales rather than as marketing expense. The adoption of these Issues, effective in the first calendar quarter of 2002, resulted in the following reclassifications to fiscal year 2001: net sales were reduced by $35.1 million; distribution expense was reduced by $1.0 million; and marketing expense was reduced by $34.1 million. These reclassifications had no impact on operating income, net loss and cash flows.

The following table sets forth the results of operations as a percentage of net sales for fiscal year 2003, fiscal year 2002 and fiscal year 2001.

In July 2001, the Company implemented the Plan, which reorganized the management and operations of the Company. This was executed because of the ReaLemon Sale that had reduced the sales and operating base of the Company.

On September 19, 2001, the Company sold to Motts Inc. and Cadbury Beverages Delaware, Inc. the Company’s business of developing, manufacturing, marketing, distributing and selling shelf-stable juice sold under the ReaLemon and ReaLime brand names and related assets including inventory and the manufacturing facility in Waterloo, New York.

The following table sets forth the unaudited consolidated results of operations of the Company excluding the results of operations of the ReaLemon product lines for fiscal year 2002 and fiscal year 2001. The information is intended to provide comparable results for the continuing product lines for the periods presented in a manner used by the Company to assist in making internal operating decisions. This data is not intended to represent and should not be considered more meaningful than, or an alternative to, operating income, cash flows from operating activities or other measures of performance in accordance with generally accepted accounting principles.

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Results of Operations Excluding the ReaLemon Product Lines

Results of Operations

Fifty-Two Week Periods Ended June 28, 2003 and June 29, 2002.

Net Sales. The Company’s net sales for fiscal year 2003 were $128.7 million as compared to $143.8 million for fiscal year 2002, a decrease of $15.1 million, or 10.5%. The table below sets forth the Company’s net sales data for each of the Company’s product lines for fiscal year 2003 and fiscal year 2002 (dollars in millions):

Net sales of sweetened condensed milk increased by $1.5 million for fiscal year 2003 as compared to fiscal year 2002. The Company experienced sales growth with its Hispanic branded products and within the private label sweetened condensed milk business.

The decrease in net sales of $15.1 million from fiscal year 2003 as compared to fiscal year 2002 was primarily due to $11.6 million of lower net sales from the ReaLemon product lines. On September 19, 2001, the Company consummated the ReaLemon Sale.

Non-dairy creamer net sales decreased by $4.4 million for fiscal year 2003 as compared to fiscal year 2002. Of this decrease, the retail branded non-dairy creamer net sales decreased by $2.1 million. The private label and industrial non-dairy creamer net sales decreased by $2.3 million. The Company continues to experience increasingly competitive conditions within the non-dairy creamer category. As a result of the Non-Dairy Creamer Plant Closure and the non-dairy creamer co-pack agreement mentioned above, the Company no longer manufactures or markets products within the private label and industrial non-dairy creamer category, but will continue to focus on the branded non-dairy creamer product lines.

Cost of Goods Sold. Cost of goods sold was $81.3 million for fiscal year 2003 as compared to $101.3 million for fiscal year 2002, a decrease of $20.0 million, or 19.7%. The decrease is due to a $11.1 million charge for accelerated depreciation in fiscal year 2002 which related principally to long-lived assets that were taken out of service before the end of their normal service period, $5.2 million for the ReaLemon product lines in fiscal year 2002, the effect of the lower private label non-dairy creamer sales volume in fiscal year 2003 compared to fiscal

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year 2002, and lower raw material costs, primarily milk. Expressed as a percentage of net sales, cost of goods sold for fiscal year 2003 decreased to 63.2% from 70.4% for fiscal year 2002. This favorable change in percentage is the result of the lower depreciation expense in fiscal year 2003 as compared to fiscal year 2002.

Distribution Expense. Distribution expense was $8.3 million for fiscal year 2003 as compared to $9.0 million for fiscal year 2002, a decrease of $0.7 million, or 7.8%. The decrease in distribution expense was due to a reduction of $1.1 million for the ReaLemon product lines in fiscal year 2002. This was offset by higher warehousing and freight costs in fiscal year 2003 associated with moving the non-dairy creamer inventory from the plant to third party warehouses in expectation of the Non-Dairy Creamer Plant Closure. Expressed as a percentage of net sales, distribution expense was 6.4% and 6.3% for fiscal year 2003 and fiscal year 2002, respectively.

Marketing Expense. Marketing expense was $11.2 million for fiscal year 2003 as compared to $12.3 million for fiscal year 2002, a decrease of $1.1 million, or 8.9%. Expressed as a percentage of net sales, marketing expense was 8.7% and 8.6% for fiscal year 2003 and fiscal year 2002, respectively. The decrease in marketing expense was primarily due to $0.8 million of marketing expense in fiscal year 2002 related to the ReaLemon product lines and a reduction in administrative expenses pursuant to the Plan.

General & Administrative (“G&A”) Expense. G&A expense was $7.6 million for fiscal year 2003 as compared to $8.8 million for fiscal year 2002, a decrease of $1.2 million, or 13.6%. Expressed as a percentage of net sales, G&A expense was 5.9% and 6.1% for fiscal year 2003 and fiscal year 2002, respectively. The decrease in G&A expense was primarily due to the execution of the Plan as noted above.

Amortization of Intangible Assets. Amortization of intangible assets was $1.7 million for fiscal year 2003 and $8.1 for fiscal year 2002. In accordance with SFAS No. 142 as of June 30, 2002, the Company will no longer amortize indefinite-lived assets, but evaluate the assets for impairment annually. (See additional discussion under “Recently Adopted Accounting Statements” as described below.)

Gain (Loss) on Sales of Product Lines, Net of Reorganization Charges and Other Charges. In fiscal year 2003, the Company recorded a charge of $1.7 million to cover severance and other costs associated with the Non-Dairy Creamer Plant Closure, offset by a $0.5 gain on the sale of the South Carolina Property. In fiscal year 2002, the Company recognized an $18.7 million gain on the ReaLemon Sale, net of reorganization charges of $4.8 million.

Operating Income. Operating income was $17.5 million for fiscal year 2003 as compared to $23.1 million for fiscal year 2002, a decrease of $5.6 million, or 24.2%. The decrease results primarily from the $18.7 million gain on the ReaLemon Sale in fiscal year 2002, the $4.4 million of operating income from the ReaLemon product lines in fiscal year 2002, offset by the $11.1 million charge for accelerated depreciation. Other factors contributing to the decrease were the $1.2 million Non-Dairy Creamer Plant Closure charge in fiscal year 2003, offset by reductions in administrative costs, marketing expense and amortization expense as discussed above.

Interest Expense. Net interest expense was $15.6 million for fiscal year 2003 as compared to $20.7 million for fiscal year 2002, a decrease of $5.1 million. The decrease was primarily due to lower average interest rates and lower average debt balances for fiscal year 2003 as compared to fiscal year 2002. The average debt balance is lower in fiscal year 2003 compared to fiscal year 2002 as the Company used $118.0 million of proceeds from the ReaLemon Sale to repay indebtedness in fiscal year 2002.

Income Taxes. Income tax expense was less than $0.1 million for fiscal year 2003 as compared to an income tax benefit of $34.1 million for fiscal year 2002. In fiscal year 2002, the Company established a tax valuation allowance for $33.2 million for the Company’s net deferred tax assets and net operating loss caryforwards. The valuation allowance was calculated in accordance with the provisions of Statement of Financial Accounting Standard (“SFAS”) No. 109 “Accounting for Income Taxes” (“SFAS No. 109”) which requires the recording of a valuation allowance when it is probable that any or all of the deferred tax assets will not be realized. In absence of favorable factors, application of SFAS No. 109 requires a 100% valuation allowance for any net deferred tax assets when a company has cumulative financial accounting losses, excluding unusual items, over several years. The Company has experienced pretax losses over the past several years, excluding the gain in fiscal year 2002 on the ReaLemon Sale. Management continues to see lower industry market values in the current economic environment which could affect the tax planning strategies available to the Company. Therefore, the Company will continue to

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maintain a full valuation allowance for its net deferred tax assets and net operating loss carryforwards until sufficient positive evidence exists to support reversal of the reserve. Until such time, except for minor state and local tax provisions, the Company will have no reported tax provision, net of valuation allowance adjustments.

In determining the amount of the deferred tax asset valuation allowance, the Company estimated the current tax deductibility of certain costs and charges, and evaluated the fair market value of the Company in comparison to the tax value. These estimates are subject to change. Any differences between these current estimates and actual values determined at a future date will result in a change to the valuation allowance and will be recorded at that date.

Fifty-Two Week Periods Ended June 29, 2002 and June 30, 2001.

Net Sales. The Company’s net sales for fiscal year 2002 were $143.8 million as compared to $185.6 million for fiscal year 2001, a decrease of $41.8 million, or 22.5%. The table below sets forth the Company’s net sales data for each of the Company’s product lines for fiscal year 2002 and fiscal year 2001 (dollars in millions):

The decrease in net sales was primarily attributable to the sale of the ReaLemon product lines in September 2001, resulting in a decrease of $43.9 million in lemon and lime juice net sales. The decrease in the net sales of the non-dairy creamer product line was the result of increased marketing initiatives by the Company’s competitors. The increase in sweetened condensed milk product net sales of $3.8 million was primarily due to higher sales volumes for sweetened condensed milk private label and Hispanic brands.

Cost of Goods Sold. Cost of goods sold was $101.3 million for fiscal year 2002 as compared to $102.7 million for fiscal year 2001, a decrease of $1.4 million, or 1.4%. In fiscal year 2002, the Company recorded $11.1 million of accelerated depreciation related principally to long-lived assets that were taken out of service before the end of their normal service period due to the Plan. Expressed as a percentage of net sales, cost of goods sold increased to 70.4% from 55.3% for 2001. The increase in the percentage was due to the charge for the accelerated depreciation, an increase in the sales of lower priced industrial and private label non-dairy creamer products, and higher raw material costs, principally milk and sugar used in the production of sweetened condensed milk. In early fiscal year 2002, milk prices rose to levels significantly above historical averages and negatively affected costs of goods sold.

Distribution Expense. Distribution expense was $9.0 million for fiscal year 2002 as compared to $12.9 million for fiscal year 2001, a decrease of $3.9 million, or 30.2%. The decrease in distribution expense is primarily due to $3.6 million reduction after the sale of the ReaLemon product lines. Expressed as a percentage of net sales, distribution expense was 6.3% and 7.0% for fiscal year 2002 and fiscal year 2001, respectively. The decrease of 0.7% was primarily due to a reduction in administrative support staff in fiscal year 2002 pursuant to the Plan and reduced distribution expense associated with the ReaLemon product lines.

Marketing Expense. Marketing expense was $12.3 million for fiscal year 2002 as compared to $20.3 million for fiscal year 2001, a decrease of $8.0 million, or 39.4%. The decrease was primarily due to the reduction in marketing administrative costs related to the Plan and $5.3 million reduction after the sale of the ReaLemon product lines. Expressed as a percentage of net sales, marketing expense for fiscal year 2002 decreased to 8.6% from 10.9% for fiscal year 2001.

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G&A Expense. G&A expense was $8.8 million for fiscal year 2002 as compared to $13.4 million for fiscal year 2001, a decrease of $4.6 million, or 34.3%. Expressed as a percentage of net sales, G&A expense was 6.1% and 7.2% for fiscal year 2002 and fiscal year 2001, respectively. The decrease in G&A expense was primarily due to the execution of the Plan as noted above.

Amortization of Intangible Assets. Amortization of intangible assets was $8.0 million for fiscal year 2002 and $11.2 for fiscal year 2001. The decrease is due to the write-off of the net book value of certain tradenames and other intangible assets sold pursuant to the ReaLemon Sale.

Gain (Loss) on Sales of Product Lines, Net of Reorganization Charges and Other Charges. In fiscal year 2002, the Company recognized an $18.7 million gain on the ReaLemon Sale, net of reorganization charges of $4.8 million.

Operating Income. Operating income was $23.1 million for fiscal year 2002 as compared to $25.3 million for fiscal year 2001, a decrease of $2.2 million, or 8.7%. Together with other factors discussed above, the decrease in operating income was primarily due to the charge of accelerated depreciation, lost ReaLemon operating income opportunity after the ReaLemon Sale, offset by the gain on the ReaLemon Sale.

Interest Expense. Net interest expense was $20.7 million for fiscal year 2002 as compared to net interest expense of $33.2 million for fiscal year 2001, a decrease of $12.5 million. The decrease was primarily due to lower average interest rates and lower average debt balances during 2002. The average debt balance was lower for fiscal year 2002 compared to fiscal year 2001 as proceeds from the ReaLemon Sale were used to repay indebtedness under the Term Loan Facility.

Income Taxes. The Company recorded an income tax expense of $34.1 million for fiscal year 2002 as compared to a $2.9 million income tax benefit for fiscal year 2001. The Company established a tax valuation allowance for $33.2 million for the Company’s net deferred tax assets and net operating loss caryforwards. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109 which requires the recording of a valuation allowance when it is probable that any or all of the deferred tax assets will not be realized. In absence of favorable factors, application of SFAS No. 109 requires a 100% valuation allowance for any net deferred tax assets when a company has cumulative financial accounting losses, excluding unusual items, over several years. The Company experienced pretax losses over the past three years, excluding the gain in fiscal year 2002 on the ReaLemon Sale. Management saw lower industry market values in the economic environment during the reported periods which could affect the tax planning strategies available to the Company. As a result of these factors, the Company recorded a full valuation allowance under the provisions of SFAS No. 109.

In determining the amount of the deferred tax asset valuation allowance, the Company estimated the current tax deductibility of certain costs and charges, and evaluated the fair market value of the Company in comparison to the tax value. These estimates are subject to change. Any differences between these current estimates and actual values determined at a future date will result in a change to the valuation allowance and will be recorded at that date. Excluding the valuation allowance, the increase was primarily due to the gain on the ReaLemon Sale.

Liquidity and Capital Resources

Borrowings under the Term Loan Facility were $52.3 million and $53.2 million at June 28, 2003 and June 29, 2002, respectively. The Term Loan Facility matures $8.6 million, $25.0 million and $18.7 million in the fiscal years 2004 through 2006, respectively. The Company has a $50.0 million Revolving Credit Facility, of which $26.0 million and $35.6 million was outstanding at June 28, 2003 and June 29, 2002, respectively. Included in the Revolving Credit Facility is a $10.0 million swingline loan that is utilized for short-term borrowings for periods less than thirty days. The Revolving Credit Facility matures in fiscal year 2005.

Interest payments on the Notes and interest and principal payments under the Term Loan Facility and the Revolving Credit Facility represent significant cash requirements for the Company. Borrowings under the Term Loan Facility and the Revolving Credit Facility bear interest at floating rates and require interest payments on varying dates.

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The Company amended its Credit Agreement pursuant to an amendment dated November 21, 2002. Pursuant to the Amendment, the lenders waived compliance with certain coverage ratio financial covenants for the period commencing on and including December 29, 2002 and ending on and including the Revolving Credit Facility maturity date. The Amendment includes restrictions on the carrying balance of the Revolving Credit Facility for a period of thirty consecutive days commencing on a date not earlier than December of any year and ending not later than January 31 of the following year. The Amendment also sets forth minimum requirements for consolidated earnings before interest, income tax, depreciation and amortization, sets forth maximum requirements for capital expenditures, and changed the total allowable commitment and interest rates. The Company is in compliance with the abovementioned covenants and it believes it can meet existing bank covenants pursuant to the Credit Agreement, as amended, for each of the next four quarters ending July 3, 2004.

The Company’s ability to meet the bank covenants will be dependent upon the Company’s future performance, which will be subject to general economic conditions and financial operations. There can be no assurance that the Company’s future performance will not be affected negatively by changes in the above factors to such a degree that it affects the Company’s ability to meet bank covenants. There can be no assurance that the Company could renegotiate its covenants, refinance its debt, or obtain terms that are favorable to the financial position of the Company.

The Company’s remaining liquidity needs are for capital expenditures and increases in working capital. The Company spent $0.6 million on capital projects in fiscal year 2003 to fund expenditures at existing facilities. The Company expects to spend approximately $1.0 million on capital projects in the Company’s fiscal year ending July 3, 2004 to fund expenditures at existing facilities. The Company’s primary sources of liquidity are cash flows from operations and available borrowings under the Revolving Credit Facility.

Net cash provided from operating activities was $11.8 million and $3.0 million for fiscal year 2003 and fiscal year 2002, respectively. The increase in net cash from operating activities is primarily due to effective cost reductions in administrative expenditures and lower interest expense.

Cash used in investing activities in fiscal year 2003 was minimal and cash from investing activities in fiscal year 2002 was $128.1 million, a decrease of $128.0 million. In fiscal year 2003, the Company received $0.6 million in proceeds from the sale of the South Carolina Property, offset by $0.6 million of capital expenditures. In fiscal year 2002, the Company received $128.4 million in proceeds from the Realemon Sale.

Cash used in financing activities was $11.1 million and $131.3 million in fiscal year 2003 and in fiscal year 2002, respectively, a decrease of $120.2 million. In fiscal year 2002, the Company used $118.0 million of proceeds from the ReaLemon Sale to repay a portion of the indebtedness under the Term Loan Facility. The Company was also able to reduce its Revolving Credit Facility in fiscal year 2003 due to generating higher operating cash flows.

Management believes that cash generated from operations and borrowings under the Term Loan Facility and the Revolving Credit Facility will be sufficient to satisfy working capital requirements and required capital expenditures. Further expansion of the business through acquisitions may require the Company to incur additional indebtedness or to sell additional equity securities. There can be no assurance that the Company will be able to secure additional financing on favorable terms, if at all.

GEI and Warburg, Holdings’ principal stockholders, each owned $14.1 million in aggregate principal amount of Notes as of August 18, 2003.

Significant Events in Fiscal Year 2003

Effective December 30, 2002, the Company closed its powdered non-dairy creamer manufacturing plant in Chester, South Carolina. Production is now sourced from a third party manufacturer under a long-term co-pack agreement entered into on October 1, 2002. The third party manufacturer has significantly larger powdered non-dairy creamer plants than the Company had and has agreed to produce the Company’s powdered non-dairy creamer requirements at a lower cost than the Company’s cost of production. During fiscal year 2003, the Company sold the South Carolina Property for $0.5 million.

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In connection with the Non-Dairy Creamer Plant Closure, the Company recorded a charge $1.2 million in fiscal year 2003, and included the expense within the classification of “Gain (loss) on sale of product lines, net of reorganization charges and other charges” on the Consolidated Statements of Operations and Comprehensive Income (Loss). The closure charges included $1.3 million for termination pay and benefits for the 79 displaced employees, $0.4 million for other plant closure costs and contractual expenditures, offset by a $0.5 million gain on the sale of the South Carolina Property. As of June 28, 2003, the remaining cash requirements of the Non-Dairy Creamer Plant Closure are expected to total $0.3 million and are expected to be paid by December 2003.

Commitments and Contingencies

The Company may enter into long-term contracts for the purchase of certain raw materials. At June 28, 2003, the Company did not have any long-term purchase commitments. The Company intends to utilize the raw materials under its outstanding purchase commitments in production. The Company leases buildings and equipment under various noncancellable lease agreements for periods of one to five years. The lease agreements generally require the Company to pay taxes, insurance and maintenance expenses related to the leased assets. The Company has entered into employment agreements with certain key executives. Such agreements provide for annual salaries, bonuses and severances and include non-compete and non-solicitation provisions. The following table lists the Company’s commitments and contingencies at June 28, 2003 (dollars in thousands):

Redeemable Preferred Stock

Redeemable Preferred Stock is subject to mandatory redemption at a price per share equal to the Stated Value for each series of Preferred Stock plus all dividends accrued and unpaid there upon (1) the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, (2) the sale of all or substantially all of the assets of Holdings or the merger or consolidation of Holdings with or into any other corporation or other entity in which the holders of Holdings’ outstanding shares before the merger or consolidation do not retain a majority of the voting power of the surviving corporation or other entity or (3) the acquisition by any person of shares of Common Stock representing a majority of the issued and outstanding shares of Common Stock then outstanding.

Seasonality

The Company’s net sales, operating income and cash flows are affected by a seasonal bias toward the second quarter of the Company’s fiscal year due to increased sales during the holiday season. Three of the Company’s five major brands (Eagle Brand sweetened condensed milk, Borden eggnog and None Such mincemeat pie filling) are consumed primarily during the November and December holiday season. In recent years, approximately 48% of the Company’s net sales, excluding the ReaLemon and ReaLime brands’ net sales, have occurred in the second quarter of the Company’s fiscal year. Because of this seasonality, the Company’s working capital needs have historically increased throughout the year, normally peaking in the August/September period, which requires the Company to draw additional amounts on its Revolving Credit Facility during this period.

Critical Accounting Policies and Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the U.S. requires the use of significant judgment and estimates on the part of the Company’s management about the effect of matters that are inherently uncertain. Actual results could differ significantly from the estimates under different assumptions or conditions. The Company’s significant accounting policies are described in the Notes to

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the Financial Statements within this Annual Report on Form 10-K. The following discussion addresses the Company’s most critical accounting policies.

Marketing Costs. The Company offers market development funds, slotting, and other trade spending programs to its customers to support the customers’ promotional activities related to the Company’s product lines. The Company regularly reviews and revises estimates of costs to the Company, when deemed necessary, for the marketing programs based on actual costs incurred or revised spending level by the customers. Actual costs may differ significantly, as the performance from the marketing program may differ from previous expectations.

Inventories. Inventories are stated at the lower of cost or market, with cost of goods sold principally determined using the first-in, first-out method. The Company reviews the value of the inventory, and based on the physical condition (e.g., age and quality) of the inventories and forecasted sales plans, may require adjustments, either favorable or unfavorable. These inventory adjustments are estimates and may differ if future economic conditions, customer inventory levels or competitive conditions differ from the Company’s expectations.

Property, Plant and Equipment. Property, plant and equipment are stated at cost and are depreciated on a straight-line method over the estimated useful lives of the assets. Changes in circumstances, such as technological advances or changes to the Company’s capital strategy, can result in the actual lives differing from the Company’s estimates. The Company periodically reviews the useful lives of its property, plant and equipment, and where warranted, changes are made that may result in acceleration of depreciation.

Intangible Assets and Goodwill. Intangible assets are stated at fair value as recorded at acquisition and adjusted for impairment as deemed appropriately. In accordance with SFAS 142, the Company reviews goodwill and indefinite-lived assets for impairment, at a minimum, annually or whenever events or changes in circumstances indicate that the carrying value of any such asset may not be recoverable. The fair value of the indefinite-lived tradenames are determined using a royalty savings methodology and discounted cash flows and the fair value of goodwill is determined using estimated future discounted cash flow earnings and market valuations based on these cash flow earnings.

Income taxes. Income taxes are recognized using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse. The Company assesses the recoverability of the deferred tax assets in accordance with the provisions of SFAS No. 109. In accordance with SFAS No. 109, the Company initially recorded a valuation allowance in fiscal year ended June 29, 2002 for the net deferred tax assets and net operating loss carryforwards. As of June 28, 2003, the valuation allowance was $53.3 million. The Company intends to maintain a full valuation allowance for the net deferred tax assets and net operating loss carryforwards until sufficient positive evidence exists to support reversal of the remaining reserve. Until such time, except for state and local tax expenses, the Company will have no reported tax provision, net of valuation allowance adjustments. In the event the Company were to determine, based on the existence of sufficient positive evidence, that it would be able to realize deferred tax assets in the future in excess of the net recorded amount, an adjustment to the valuation allowance would increase income in the period such determination was made.

Recently Adopted Accounting Statements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142. SFAS No. 142 addresses financial accounting and reporting for intangible assets acquired individually or with a group of other assets at acquisition and for periods subsequent to acquisition. Effective June 30, 2002, the Company adopted SFAS No. 142. In accordance with this standard, goodwill and certain other intangible assets have been classified as indefinite-lived assets no longer subject to amortization. Indefinite-lived intangible assets are subject to an impairment test upon adoption and at least annually thereafter. As of June 30, 2002, the value of the indefinite-lived tradenames was determined using a royalty savings methodology and discounted cash flows. As a result, the Company recorded an impairment charge of $43.7 million against tradenames. After completing the valuation and impairment of the tradenames, a market valuation of goodwill was assessed based on estimated cash flow earnings. As a result, the Company recorded an impairment charge of $12.9 million against goodwill. The transitional

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impairment charge was recorded as a cumulative effect of an accounting change. The Company’s annual amortization charge will be reduced by an estimated $4.5 million in fiscal year 2003. The useful lives of intangible assets still subject to amortization were not revised because of the adoption of SFAS No. 142.

In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). SFAS No. 144, which supersedes SFAS No. 121, applies to all long-lived assets (including discontinued operations) and consequently amends APB No. 30. SFAS No. 144 develops an accounting model (based on the model in SFAS No. 121) for disposal of long-lived assets. This model requires that long-lived assets that are to be disposed of be measured at the lower of book value or fair value, less cost to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 was effective for the Company’s first quarter of fiscal year 2003. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, amendment of FASB Statement No. 13 (“SFAS No. 13”) and Technical Corrections” (“SFAS No. 145”) with an adoption date of fiscal years beginning after May 15, 2002. This pronouncement rescinds certain Statements and amends SFAS No. 13 and other various authoritative pronouncements to clarify, correct technically or describe applicability under changed conditions. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”). SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by SFAS No. 146 include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing or other exit or disposal activity that is initiated after December 31, 2002. The Company has adopted this pronouncement for activities after December 31, 2002. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34” (“FIN No. 45”). FIN No. 45 addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. This interpretation also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. FIN No. 45 is effective for all guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements for interim and annual periods ending after December 15, 2002. The Company adopted the disclosure requirements and the recognition provisions of FIN 45 in third quarter 2003. The adoption of this interpretation did not have a material impact on the Company’s results of operations or financial condition.

Recently Issued Accounting Statements

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN No. 46”). FIN No. 46 expands existing accounting guidance regarding when a variable interest entity is consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the variable interest entity’s residual returns or both. This pronouncement applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which a company obtains an interest after that date. For variable interest entities created prior to February 1, 2003, the provisions of this pronouncement are effective June 29, 2003. The adoption of FIN No. 46 is not expected to have any effect on the Company’s results of operations or financial condition.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting guidance on derivative instruments (including certain derivative instruments embedded in other contracts) and hedging activities that fall

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within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships initiated after June 30, 2003. The guidance outlined in this pronouncement is to be applied prospectively, and is effective in the first quarter of the Company’s fiscal year 2004. The adoption of this pronouncement is not expected to have any effect on the Company’s results of operations or financial condition.

Cautionary Statement Regarding Forward-Looking Statements

This section may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings by the Company. The Company assumes no obligation to update these forward-looking statements or advise of changes in the assumption on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, the success of new product introductions and promotions, changes in the competitive environment of the Company’s products, general economic and business conditions, industry trends, raw material costs, dependence on the Company’s labor force, and changes in, or the failure or inability to comply with, government rules and regulations, including, without limitation, Food and Drug Administration and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates and commodity prices are subject to significant volatility.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

The following table presents a description of the financial instruments that were held by the Company at June 28, 2003 and that were sensitive to changes in interest rates. In the ordinary course of business, the Company enters into derivative financial instrument transactions in order to manage or reduce market risk. The Company does not enter into derivative financial instrument transactions for speculative purposes. For the liabilities, the table represents principal fiscal year cash flows that exist by maturity date and the related average interest rate. The variable rates are estimated based upon the six-month forward LIBOR rate.

All amounts are reflected in U.S. dollars (in thousands).

As the table incorporates only those exposures that existed as of June 28, 2003, it does not consider exposure to changes in the LIBOR rate that arise after that date. As a result, our ultimate interest expense with respect to interest rate fluctuations will depend on the interest rates that are applicable during the period. A 1% change in interest rate will cause a variance of approximately $0.8 million in forecasted interest expense.

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Milk Hedging

The Company uses milk as a major ingredient in its sweetened condensed milk product line and is subject to the risk of rising milk prices that increase manufacturing costs and erode profit margins. By purchasing futures contracts, however, the Company establishes a known price for future milk purchases in order to protect against fluctuating milk prices. As of June 28, 2003, the Company had purchased 490 milk futures contracts, which will settle during various months through June 2004, at a cost of $11.5 million and a current market value of $11.3 million, or an aggregate market loss of $0.2 million. The aggregate market value will increase or decrease based on the future milk prices.

Cautionary Statement Regarding Forward-Looking Statements

This section may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings by the Company. The Company assumes no obligation to update these forward-looking statements or advise of changes in the assumption on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, the success of new product introductions and promotions, changes in the competitive environment of the Company’s products, general economic and business conditions, industry trends, raw material costs, dependence on the Company’s labor force, and changes in, or the failure or inability to comply with, government rules and regulations, including, without limitation, Food and Drug Administration and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates and commodity prices are subject to significant volatility.

Item 8: Financial Statements and Supplementary Data

See Item 15: “Exhibits, Financial Statement Schedules and Reports on Form 8-K.”

Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A: Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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(b) Change in internal controls.

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PART III

Item 10: Directors and Executive Officers of the Registrants

The directors of the Company and executive officers of Holdings and Eagle are as follows:

*Messrs. Steinke and Conti and Ms. Snowden hold these same positions at Holdings and are the executive officers of Holdings.

Craig A. Steinke has served as a Director, Chief Executive Officer and President of Holdings and Eagle since July 2001. Since January 1998, Mr. Steinke has held the positions of Chief Financial Officer, and Treasurer of Holdings and Eagle. From March 1999 until July 2001, Mr. Steinke also served as Senior Vice President of Operations of Holdings and Eagle. Prior to joining Eagle, Mr. Steinke was President of Magma Metals, a billion dollar subsidiary of Magma Copper. He was responsible for operations, marketing and sales. Magma Metals was acquired by Broken Hill Proprietary Co. Ltd., and Mr. Steinke was promoted to Senior Vice President and Group General Manager of BHP Copper, a $3.0 billion subsidiary of Broken Hill Proprietary Co., Ltd. His responsibilities included worldwide sales, international and national marketing teams and a complex U.S. based manufacturing operation with over 1,000 employees.

Michael P. Conti has served as Vice President, Finance of Holdings and Eagle since August 2001. Mr. Conti joined Eagle in August 1998 and has held Director of Financial Planning and Analysis and Financial Manager positions. From April 1996 through August 1998, Mr. Conti served as Controller of Hamilton Watch, a division of The Swatch Watch Group.

Kelly J. Crouse has served as Vice President, Marketing of Eagle since August 2001. From 1998 through August 2001, Mr. Crouse served as Director of Customer Marketing and as Area Vice President of Sales at Eagle. Between 1994 and 1998, Mr. Crouse served as a National Trade Marketing Manager and Midwest Regional Sales Manager with BFC’s, Pasta/Sauce Division.

Ronald E. Hord, Jr. has served as Vice President, Supply Chain of Eagle since August 2001 as an executive officer. From March 2000 to August 2001, Mr. Hord served in that position in a non-executive officer capacity. Mr. Hord joined Eagle as the Director of Logistics in January 1998. From March 1994 through January 1998, Mr. Hord held a position in logistics with BFC and Borden, Inc., working on numerous food brands including the six brands that Eagle acquired.

Lori S. Snowden has served as Secretary of Holdings and Eagle since August 2001. Since April 1999, Ms. Snowden has served as Financial Controller for Eagle. Ms. Snowden joined Eagle as Assistant Controller in January 1998. From 1990 to the time she joined Eagle, Ms. Snowden held various managerial accounting positions with BFC and Borden, Inc.

Harold G. M. Strunk has served as Vice President, Sales of Eagle since August 2001. From 1998 through August 2001 Mr. Strunk held positions of Director of Sales Support and Vice President of International Sales of

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Eagle. Between 1996 and 1998, Mr. Strunk held various managerial positions in sales and marketing with BFC and Borden, Inc.

David A. Barr has served as a Director of Holdings and Eagle since August 2001. Mr. Barr has served as a Member and Managing Director of E.M. Warburg, Pincus & Co., LLC (“EMW LLC”) and General Partner of Warburg, Pincus & Co. (“WP”) since January 1, 2001. Prior to joining EMW LLC, Mr. Barr was a Managing Director at Butler Capital Corp., a private investment firm focused on middle market management buyouts. His present service as a director includes membership on the boards of TransDigm Holding Company and Wellman, Inc.

Andreas T. Hildebrand has served as a Director of Holdings and Eagle since their respective dates of formation. Mr. Hildebrand has served as Managing Director of the Private Equity Group of General Electric Asset Management (“GEAM”) since July 2000 and Vice President of GEAM since May 1997. Mr. Hildebrand presently serves as a director of several privately held companies.

Kewsong Lee has served as a Director of Holdings and Eagle since their respective dates of formation. Mr. Lee has served as a Member and Managing Director of EMW LLC and General Partner of WP since January 1, 1997. His present service as a director includes membership on the boards of Knoll, Inc., Arch Capital Group Ltd., TransDigm Holding Company and several privately held companies.

Mark J. Strelecki has served as a Director of Holdings and Eagle since September 2002. Mr. Strelecki has served as an Associate in the Private Equity Group of GEAM since July 2000. From July 1997 through July 2000, Mr. Strelecki served in various Financial Planning and Analysis positions at GEAM.

Donald W. Torey has served as a Director of Holdings and Eagle since their respective dates of formation. Mr. Torey has served as Executive Vice President of GEAM and GE Investment Management Incorporated (“GEIM” and, together with GEAM, “GE Investments”) with responsibility for GE Investments’ Private Equity and Real Estate groups since January 1997. Mr. Torey currently serves as a Trustee for the General Electric Pension Trust (“GEPT”).

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Item 11: Executive Compensation

Summary Compensation Table

The following summary compensation table provides information concerning compensation for the Company’s chief executive officers, the four other most highly compensated executive officers of Eagle and other executive officers who are named executive officers within the meaning of Item 402(a)(3) of Regulation S-K under the Securities Act of 1933 (collectively, the “Named Executive Officers”) for fiscal year 2003, fiscal year 2002, and fiscal year 2001.

Compensation Committee Interlocks and Insider Participation

Matters of compensation are reviewed and acted upon by the full Board of Directors, consisting of David A. Barr, Andreas T. Hildebrand, Kewsong Lee, Craig A. Steinke, Mark J. Strelecki, and Donald W. Torey. Mr. Steinke is an executive officer and employee of Holdings and Eagle. See “Item 13. Certain Relationships and Related Transactions.”

Director Compensation

The Directors of Holdings and Eagle have not received, and are not expected in the future to receive, compensation for their service as directors. Directors are entitled to reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Boards of Directors or committees thereof, except

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that directors who are employees of Holdings, Eagle, or a stockholder of Holdings shall not be entitled to such reimbursement.

Employment Agreements

On January 23, 1998, the Company entered into an employment agreement with Craig A. Steinke, pursuant to which Mr. Steinke served as Vice President, Chief Financial Officer and Treasurer of the Company. In July 2001, Mr. Steinke was appointed Chief Executive Officer and President of the Company. The Company has not entered into a new agreement with Mr. Steinke since his promotion. Pursuant to his employment agreement, his annual base salary was $300,000 as of July 1, 2001 and is subject to increases as determined by the Board of Directors. In addition, pursuant to the agreement, Mr. Steinke is entitled to receive a bonus of up to 100% of his base salary if certain performance targets are met. Bonuses for future periods are to be based on targets to be established by the Board of Directors. The agreement has a term of one year, with automatic annual renewals. In the event the employment agreement is terminated by the Company without “cause” (as defined in such employment agreement), Mr. Steinke is entitled to receive severance payments equal to the base salary then in effect for 12 months. The agreement provides for customary non-competition and non-solicitation provisions.

The Company entered into employment arrangements with Messrs. Conti, Crouse, Hord and Strunk relative to base pay and bonuses. In the event the employment arrangement is terminated by the Company without cause, these executive officers are entitled to receive severance payments equal to the base salary then in effect for 12 months.

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Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

All of the issued and outstanding shares of common stock of Eagle as of September 22, 2003 are beneficially owned by Holdings. There are three classes of capital stock of Holdings authorized and outstanding: the Common Stock, which has full voting rights, the Series A Preferred Stock and the Series B Preferred Stock, each of which has limited voting rights. The following table sets forth, as of September 22, 2003, certain information regarding the beneficial ownership of Common Stock, Series A Preferred Stock and Series B Preferred Stock, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to (i) each person known by the Company to be the beneficial owner of more than five percent of any class of Holdings’ voting securities, (ii) each of the directors and named executive officers of Holdings and Eagle and (iii) all directors and executive officers of Holdings and Eagle, as a group:

* Less than 1%

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Equity Compensation Plan Information

The following table sets forth information about the Common Stock issuable under the 1998 Stock Incentive Plan (the “Incentive Plan”) as of June 28, 2003. Only Restricted Shares had been issued under the Incentive Plan as of June 28, 2003.

The Holdings Stockholders Agreement

The relations among the Equity Sponsors and the Management Investors (collectively, the “Investors”), and Holdings are governed by a Stockholders Agreement, dated as of the Acquisition Closing and as amended (the “Holdings Stockholders Agreement”). The following summary of certain provisions of the Holdings Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Holdings Stockholders Agreement.

Board of Directors. Holdings is managed by a Board of Directors not to exceed nine members, three members of which may be designated by GEI and three members of which may be designated by Warburg. For so long as GEI beneficially owns at least 20% of the Common Stock outstanding on a fully diluted basis, GEI has the right to designate three directors to the Board of Directors. For so long as GEI beneficially owns at least 15% of the Common Stock outstanding on a fully diluted basis, GEI has the right to designate two directors to the Board of Directors. For so long as GEI beneficially owns at least 10% of the Common Stock outstanding on a fully diluted basis, GEI has the right to designate one director to the Board of Directors. For so long as Warburg beneficially owns at least 20% of the Common Stock outstanding on a fully diluted basis, Warburg has the right to designate three directors to the Board of Directors. For so long as Warburg beneficially owns at least 15% of the Common Stock outstanding on a fully diluted basis, Warburg has the right to designate two directors to the Board of Directors. For so long as Warburg beneficially owns at least 10% of the Common Stock outstanding on a fully diluted basis, Warburg has the right to designate one director to the Board of Directors. In addition, as long as the Equity Sponsors in the aggregate beneficially own more than 50% of the Common Stock outstanding on a fully diluted basis, the Equity Sponsors have the right to designate a majority of the directors to the Board of Directors. The Board of Directors will have at least one director who is not an officer or employee of Holdings, the Company, or the Equity Sponsors, appointed by unanimous approval of the Board of Directors. The Holdings Stockholders Agreement provides that the Board of Directors of the Company is identical to that of Holdings.

The consent of a majority of the Board of Directors which includes at least one of the directors designated by GEI and one of the directors designated by Warburg is required for the approval of (i) the Company’s or Holdings’ annual operating budget; (ii) capital expenditures or investments not approved in the annual budget in amounts greater than $500,000; (iii) any merger or consolidation involving the Company or Holdings; (iv) any acquisition by the Company or Holdings of any assets or stock, other than acquisitions of assets in the ordinary course of business; (v) any divestiture of assets in excess of $500,000 by the Company or Holdings, other than sales of inventory in the

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ordinary course of business; (vi) any liquidation, dissolution or winding up, or any consent to a bankruptcy or insolvency or related proceeding involving, the Company or Holdings; (vii) the issuance or sale of any debt or equity securities for cash; (viii) any expansion into new lines of business; (ix) any joint venture or strategic alliance; (x) the repurchase or redemption of any outstanding shares of capital stock or the declaration or payment of any dividends on any shares of capital stock of the Company or Holdings; (xi) the amendment or modification of the certificate of incorporation or bylaws of the Company or Holdings; (xii) the amendment, modification or termination of any employment agreement with any executive officer of the Company or Holdings; (xiii) the grant of any stock options or other equity-based compensation; (xiv) the hiring or firing of any executive officer; (xv) any related party transactions; (xvi) any loans or guarantees by the Company or Holdings outside of the ordinary course of business; (xvii) any agreement having a duration in excess of one year or cumulative obligations in excess of $1 million; (xviii) the amendment, modification or termination of any agreement with any union; (xix) the approval or adoption, amendment, modification or termination of certain employee benefit plans; and (xx) any agreement to do any of the foregoing.

Restrictions on Transfer of Stock. Securities held by the Management Investors, including any shares of Common Stock or Redeemable Preferred Stock and any options to acquire shares of Common Stock, may only be sold or otherwise transferred with the consent of the Board of Directors of Holdings.

Tag-Along Rights. The Holdings Stockholders Agreement provides that in the event any Investor chooses to sell or otherwise transfer more than 20% of its shares of Common Stock or Redeemable Preferred Stock to a proposed transferee, the selling Investor must offer to each of the other Investors the right to participate in such sale on a pro rata basis based on ownership of the shares being sold.

Subscription Rights. With certain exceptions, the Holdings Stockholders Agreement provides each Investor with subscription rights in connection with any issuance of equity securities by Holdings for cash whereby each Investor shall have the right to purchase a pro rata portion of such equity securities.

Certain Covenants. The Holdings Stockholders Agreement requires Holdings to (i) provide certain financial and other information to the Investors concerning Holdings and its subsidiaries (ii) comply with applicable law and (iii) maintain insurance.

Termination. The tag-along rights and subscription rights described above will terminate upon the completion of an initial public offering of Common Stock.

The Registration Rights Agreement

Holdings and the Investors entered into a Registration Rights Agreement, dated as of the Acquisition Closing and as amended (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, each of the Equity Sponsors has two demand registration rights for each of its Redeemable Preferred Stock and Common Stock. In addition, the Equity Sponsors have unlimited Form S-3 registration rights and unlimited piggyback rights. The Management Investors also have piggyback registration rights. All expenses related to these registrations (other than underwriting discounts and commissions) will be borne by Holdings. Holdings is required to use its best efforts to affect such registrations, subject to certain conditions and limitations. Holdings has agreed to indemnify the Investors for certain liabilities arising out of such registrations, including liabilities under the Securities Act.

Item 13: Certain Relationships and Related Transactions

In connection with the portion of the Equity Contribution to Holdings made by Mr. Nugent, the Company lent an aggregate of $250,000 to Mr. Nugent in exchange for full recourse note bearing interest at a floating rate, set semi-annually, at The Chase Manhattan Bank’s then applicable prime rate, in effect for six-month periods, plus 0.5%. The note would have matured on the fifth anniversary of the Acquisition Closing and was secured by a pledge in favor of the Company of all of the shares of Common Stock and Series A Preferred Stock owned by such Management Investor. Pursuant to the Separation Agreement, Mr. Nugent agreed to transfer 2,475 shares of Series A Preferred Stock to the Company and to waive his right to payment therefore in accordance with the terms of his employment agreement, as payment in full and complete satisfaction of principal and interest accrued on this note and 2,475 shares of Series A Preferred Stock for a cash purchase price of $250,000.

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On September 27, 1999, pursuant to a subscription agreement, each of Warburg and GEI purchased (i) 50,000 shares of Common Stock and Warrants to purchase 11,006.5 shares of Common Stock for a cash purchase price of $50,000 and (ii) 49.5 shares of Series B Preferred Stock for a cash purchase price of $4,950,000. The Warrants may be exercised (a) for a purchase price of $1 per share of Common Stock (subject to certain adjustments) and (b) only upon the failure of the Company to achieve certain financial targets for fiscal year 2000. The financial targets for fiscal year 2000 were not met. Therefore, the Warrants are exercisable. The Warrants expire on September 27, 2004.

Matters of compensation are reviewed and acted upon by the full Board of Directors, consisting of David A. Barr, Andreas T. Hildebrand, Kewsong Lee, Craig A. Steinke, Mark J. Strelecki and Donald W. Torey. Mr. Steinke is an executive officer and employee of Holdings and Eagle.

All future transactions between the Company and its officers, directors, principal stockholders or their respective affiliates, will be on terms no less favorable to the Company than can be obtained from unaffiliated third parties.

Item 14: Principal Accountant Fees and Services

The following table sets forth the fees billed to Eagle by PricewaterhouseCoopers LLP during fiscal year 2003 and 2002 (in thousands):

Audit Fees for fiscal year 2003 and fiscal year 2002 were for professional services rendered for the audits of the consolidated financial statements of the Company, the issuance of debt compliance letters and assistance with the review of documents filed with the Securities and Exchange Commission.

Audited Related Fees for fiscal year 2003 and fiscal year 2002 were for audit or compilation work pertaining to the Company’s employee benefit plans.

Tax Fees and Other Fees for fiscal year 2003 and fiscal year 2002 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and personal property returns and tax planning and tax advice. Tax fees for fiscal year 2002 included fees for services relative to tax consultation on the ReaLemon Sale.

The officers of the Company consult with the entire board before engaging accountants for any services.

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PART IV

Item 15: Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) Financial Statements of the Company

(a)(2) Financial Statement Schedules

All schedules are omitted because the required information is either presented in the financial statements or notes thereto, or is not applicable, required or material.

(a)(3) Exhibits

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(b) Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

September 22, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in their capacities indicated.

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Report of Independent Auditors

To the Board of Directors and Shareholders

of Eagle Family Foods, Inc.

and Eagle Family Foods Holdings, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Eagle Family Foods, Inc. and Eagle Family Foods Holdings, Inc. at June 28, 2003 and June 29, 2002, and the results of their operations and their cash flows for each of the three years in the period ended June 28, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 6 to the financial statements, effective June 30, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”.

PricewaterhouseCoopers LLP

Columbus, Ohio

August 28, 2003

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EAGLE FAMILY FOODS, INC.

Statements of Operations and Comprehensive Loss

(Dollars in Thousands)