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EX-99.1 - EXCERPTS FROM MATERIALS PROVIDED TO PROSPECTIVE LENDERS ON DEC. 7, 2009 - Pinnacle Foods Finance LLC | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2009
Pinnacle Foods Finance LLC
(Exact name of registrant as specified in its charter)
Commission File Number: 333-148297
Delaware | 20-8720036 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1 Old Bloomfield Avenue
Mt. Lakes, New Jersey 07046
(Address of principal executive offices, including zip code)
(973) 541-6620
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure. |
On November 18, 2009, Pinnacle Foods Group LLC (PFG LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of Pinnacle Foods Finance LLC (the Company), entered into a definitive Stock Purchase Agreement (the Stock Purchase Agreement) with Birds Eye Holdings LLC (Birds Eye Holdings), a Delaware limited liability company, and Birds Eye Foods, Inc., a Delaware corporation and a wholly-owned subsidiary of Birds Eye Holdings (Birds Eye), pursuant to which PFG LLC will acquire all of the issued and outstanding common stock of Birds Eye (the Birds Eye Acquisition). At the closing of the Birds Eye Acquisition (the Closing), PFG LLC will purchase all of the issued and outstanding shares of Birds Eyes common stock, par value $0.01 per share (the Shares), for a purchase price of $670.0 million in cash. In connection with the Closing, the Company intends to repay existing indebtedness of Birds Eye, including accrued interest, outstanding as of the date of the Closing. Consummation of the Birds Eye Acquisition is subject to obtaining certain domestic regulatory approvals and other customary closing conditions. In connection with the financing of the contemplated Birds Eye Acquisition, the Company has provided prospective lenders certain information, excerpts from which are furnished as Exhibit 99.1 to this report, which are incorporated herein by reference.
This information and the exhibit attached hereto are being furnished pursuant to Item 7.01 and in accordance with general instruction B.2 to Form 8-K shall not be deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section, nor shall such information be deemed to be incorporated by reference into any filings under the Securities Act of 1933.
The presentation may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain forward-looking information. The words estimates, expects, contemplates, anticipates, projects, plans, intends, believes, forecasts, may, should, and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on managements current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond the registrants control, including but not limited to: general economic and business conditions, including the recent deterioration of the credit and capital markets, industry trends, changes in the registrants leverage, interest rate changes, changes in the registrants ownership structure, competition, the loss of any of the registrants major customers or suppliers, changes in demand for the registrants products, changes in distribution channels or competitive conditions in the markets where the registrant operates, the registrants ability to realize anticipated cost savings, revenue enhancements or other synergies from acquisitions, costs of integrating acquisitions, loss of the registrants intellectual property rights, fluctuations in price and supply of raw materials, seasonality, the registrants reliance on co-packers to meet the registrants manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in the registrants Annual Report on Form 10-K for the fiscal year ended December 28, 2008 and subsequent reports filed with the Securities and Exchange Commission. There may be other factors that may cause the registrants actual results to differ materially from the forward-looking statements. The registrant assumes no obligation to update the information contained in the presentation.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Excerpts from materials provided to prospective lenders on December 7, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
Pinnacle Foods Finance LLC | ||
BY: | /S/ CRAIG STEENECK | |
Name: | Craig Steeneck | |
Title: | Executive Vice President and Chief Financial Officer |
Date: December 7, 2009