UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~March 21, ~~of 1934~~ 2007

Date of Report (Date of earliest event reported): March 12, 2007

PINNACLE FOODS GROUP INC.

(Exact name of issuer of securities held pursuant to the plan)

Commission File Number 333-118390

Commission File Number 333-118390

Delaware		94-3303521
(State or other jurisdiction of		(I.R.S. Employer
incorporation)		Identification No.)

	1 Old Bloomfield Avenue
	Mt. Lakes, New Jersey 07046
	(Address of principal executive
	offices, including Zip Code)

~~Delaware~~Registrant’s telephone ~~(State~~number, orincluding ~~other~~area ~~jurisdiction of incorporation~~code: (973) 94541-~~3303521 (I.R.S. Employer Identification No.)~~6620

1Not ~~Old Bloomfield Avenue~~Applicable ~~Mt.~~(Former ~~Lakes,~~name ~~New~~or ~~Jersey~~former ~~07046 (Address~~address, ofif ~~principal executive~~changed ~~offices,~~since ~~including~~last ~~Zip Code~~report)

Registrant's telephone number, including area code (973) 541-6620

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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

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

Item 71.01 ~~Regulation~~Entry FDInto ~~Disclosure.~~ a Material Definitive Agreement

On February 10, 2007, Crunch Holding Corp. ("Crunch Holding"), our parent company, entered into an Agreement and Plan of Merger with Peak Holdings LLC ("Peak Holdings"), a Delaware limited liability company controlled by affiliates of The ~~Blackstone Group, Peak Acquisition Corp. ("Peak Acquisition"), a wholly owned subsidiary of Peak Holdings, and~~ ~~Peak~~information ~~Finance~~set ~~LLC,~~forth anin ~~indirect wholly owned subsidiary of Peak Acquisition, along with its wholly-owned subsidiary, Pinnacle Foods Finance Corp~~Item 8.,01 ~~providing for the acquisition~~ of ~~Crunch~~this ~~Holding. Immediately~~Form ~~prior to the closing, Crunch Holding will contribute all the outstanding shares of capital stock of its wholly owned subsidiary, Pinnacle Foods Group Inc., to a newly~~8-~~formed Delaware~~K ~~limited~~is ~~liability~~hereby ~~company ("Pinnacle Foods Finance LLC"). At the closing, Peak Acquisition will merge with and into Crunch Holding, with Crunch Holding as the surviving corporation (the~~incorporated ~~"Merger"), and Peak Finance LLC will merge with and~~ into ~~Pinnacle~~this ~~Foods Finance LLC, with Pinnacle Foods Finance LLC as the surviving entity~~Item 1.01 Asby ~~a result of the Merger, Crunch Holding will become a wholly owned subsidiary of Peak Holdings~~reference.

~~Unless~~Item ~~the~~3.03 ~~context~~Material ~~requires~~Modification ~~otherwise, "Pinnacle," the "Company," "we," "us" and "our" refers~~ to ~~Pinnacle~~Rights ~~Foods Finance LLC and the entities that will be its consolidated subsidiaries (including Pinnacle Foods Group Inc., or "PFGI"), which will include all~~ of ~~Pinnacle's~~Security ~~existing operations, after consummation of the Transactions described herein.~~Holders

The ~~Company hereby furnishes the following~~ information ~~regarding~~set ~~its~~forth ~~business~~in ~~that~~Item 8.01 ~~was~~of ~~prepared~~this inForm ~~connection~~8-K ~~with~~is ~~the~~hereby ~~financing~~incorporated into ~~activities~~this ~~related~~Item 3.03 toby ~~the Transactions~~reference.

Item 8.01 ~~"Safe~~Other ~~Harbor" Statement under Private Securities Litigation Reform Act of 1995~~ Events.

~~This~~On March ~~Current~~22, ~~Report~~2007, onPinnacle ~~Form 8-K~~Foods ~~contains~~Group ~~"forward-looking~~Inc. ~~statements"~~(the ~~within~~“Company”) announced the determination ~~meaning~~ of the ~~federal~~pricing ~~securities~~for ~~laws,~~its ~~which~~previously ~~involve~~announced ~~risks and~~tender ~~uncertainties.~~offer ~~Forward-looking~~to purchase ~~statements~~any ~~include~~and all ~~statements~~of ~~that~~its dooutstanding ~~not~~8.25% ~~relate~~Senior ~~solely~~Subordinated toNotes ~~historical~~due 2013 or(the ~~current~~“Notes”) ~~facts,~~(CUSIP ~~and~~No. ~~you~~72347CAC8) ~~can~~and ~~identify~~the ~~forward-looking~~receipt ~~statements~~of ~~because~~the ~~they contain~~requisite ~~words~~consents ~~such~~to asadopt ~~"believes,"~~the ~~"expects,"~~proposed ~~"may,"~~amendments ~~"will,"~~to ~~"should,"~~the ~~"seeks,"~~indenture ~~"approximately,"~~governing ~~"intends,"~~the ~~"plans,"~~Notes (the ~~"estimates,"~~“Indenture”) ~~"projects"~~pursuant orto ~~"anticipates" or~~the ~~similar~~consent ~~expressions~~solicitation. The ~~that~~tender ~~concern~~offer ~~our~~and ~~strategy,~~related ~~plans~~solicitation orof consents ~~intentions.~~to ~~All~~amend ~~statements~~the ~~made~~Indenture ~~relating~~are tobeing ~~the~~made ~~Transactions~~in ~~described~~connection inwith ~~this~~the previously ~~Current~~announced ~~Report~~proposed ormerger to(the ~~our~~“Merger”) ~~estimated~~of ~~and~~Peak ~~projected~~Acquisition ~~earnings,~~Corp. ~~margins,~~(“Merger ~~costs~~Sub”), ~~expenditures,~~an ~~cash~~affiliate ~~flows,~~of ~~growth~~The ~~rates~~Blackstone ~~and~~Group, ~~financial~~with ~~results~~and ~~are~~into ~~forward-looking~~Crunch Holding ~~statements~~Corp. ~~These~~(“Crunch”), ~~forward-looking~~which ~~statements~~owns ~~are~~all ~~subject~~of tothe ~~risks~~issued and ~~uncertainties~~outstanding ~~that may change at~~capital ~~any~~stock ~~time,~~of ~~and,~~the ~~therefore~~Company, ~~our~~pursuant ~~actual~~to ~~results~~the ~~may~~Agreement ~~differ~~and ~~materially~~Plan ~~from~~of ~~those~~Merger, ~~that~~dated weas ~~expected.~~of February We10, ~~derive~~2007, ~~many~~by ofand ~~our~~among ~~forward-looking~~Crunch, ~~statements~~Merger ~~from~~Sub, ~~our~~Peak ~~operating~~Holdings ~~budgets~~LLC and ~~forecasts, which are~~Peak ~~based~~Finance ~~upon many detailed assumptions~~LLC. The ~~While~~tender weoffer ~~believe~~and consent ~~that~~solicitation ~~our~~are ~~assumptions~~being ~~are~~made ~~reasonable,~~upon wethe ~~caution~~terms ~~that~~and itconditions isset ~~very~~forth ~~difficult~~in the Offer to ~~predict~~Purchase ~~the~~and ~~impact~~Consent ofSolicitation ~~known factors~~Statement, ~~and,~~dated ofMarch ~~course~~8, ~~it is~~2007 ~~impossible~~(the ~~for~~“Offer us to ~~anticipate~~Purchase”), ~~all~~and ~~factors~~the ~~that~~related ~~could~~Consent ~~affect~~and ~~our~~Letter ~~actual~~of ~~results~~Transmittal.

~~Some~~The ofCompany ~~the~~issued ~~important~~a ~~factors~~press ~~that~~release ~~could~~announcing ~~cause~~the ~~actual~~determination ~~results~~of tothe ~~differ~~pricing ~~materially~~for its ~~from~~previously ~~our~~announced ~~expectations~~tender ~~are~~offer ~~more~~to ~~fully~~purchase ~~disclosed~~any ~~below~~ and ~~elsewhere~~all inof ~~this Current Report, as well as~~the inoutstanding ~~our~~Notes ~~most~~and ~~recent~~the ~~Annual~~receipt ~~Report~~of ~~on Form 10-K, including, without limitation, in conjunction with~~ the ~~forward-looking~~requisite ~~statements~~consents ~~included~~to inadopt ~~this Current Report. All subsequent~~the ~~written~~proposed ~~and~~amendments ~~oral forward-looking statements attributable~~ to ~~us,~~the orIndenture ~~persons acting~~ on ~~our~~March ~~behalf~~22, ~~are~~2007, ~~expressly~~a ~~qualified~~copy inof ~~their~~which ~~entirety by the cautionary statements. We assume no obligation to~~is ~~publicly~~furnished ~~update or revise any forward-looking statement~~ as aExhibit 99.1 ~~result~~and ofincorporated ~~new information, future events or otherwise required~~ by ~~law.~~reference herein.

AsThe ~~provided~~Company, inits ~~General~~subsidiaries ~~Instruction~~guaranteeing ~~B.2~~the ofNotes ~~Form 8-K,~~and the ~~information~~trustee ~~contained~~have inentered into ~~this~~a ~~Current~~supplemental ~~Report~~indenture on(the ~~Form 8-K~~“Second ~~shall~~Supplemental ~~not~~Indenture”) beas ~~deemed~~of ~~to be "filed"~~March ~~for~~21, ~~purposes~~2007 ofgiving ~~Section 18~~effect ofto the ~~Securities~~proposed ~~Exchange~~amendments ~~Act~~to ofthe ~~1934~~Indenture, asa ~~amended,~~copy ~~nor~~of which ~~shall~~is itfurnished beas ~~deemed~~Exhibit to4.1 beand incorporated by reference inherein. The ~~any~~Second ~~filing~~Supplemental ~~under~~Indenture ~~the~~will ~~Securities~~only become ~~Act~~effective ofimmediately ~~1933~~prior to the Merger, asprovided ~~amended~~that all Notes validly tendered (and not withdrawn) at or prior to 5:00 PM on Wednesday, March ~~except~~21, as2007 ~~shall~~are beaccepted ~~expressly~~for ~~set~~purchase ~~forth~~pursuant byto ~~specific~~the Offer to Purchase and upon consummation of the Merger.

2Item 9.01. Financial Statements and Exhibits.

reference in such a filing. By furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. (d) Exhibits

Our Company

4.1		Second Supplemental Indenture, dated as of March 21, 2007, by and among Pinnacle Foods Group Inc., Pinnacle Foods Corporation, Pinnacle Foods Management Corporation and Wilmington Trust Company

99.1		Press Release dated March 22, 2007.

We are a leading manufacturer, marketer and distributor of high-quality, branded food products (both dry and frozen foods). Our major brands hold leading market positions in their respective retail categories and enjoy high consumer awareness. The vast majority of our brands has been in existence for at least 50 years and collectively penetrate 81% of U.S. households. Targeted consumer marketing, product innovation, experienced management and strategic acquisitions together have helped us create and grow a diverse brand portfolio. Our products are sold through a combination of a national sales broker, regional sales brokers and a direct sales force that reaches supermarkets, grocery wholesalers and distributors, convenience stores, super centers, mass merchandisers, drug stores, warehouse clubs, quick-serve restaurants and other alternative channels in the United States. We also have a growing presence in Canada and Mexico. SIGNATURES

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

WePINNACLE ~~intend~~FOODS toGROUP ~~profitably~~INC. ~~grow~~By: ~~our~~/s/ ~~business~~N. ~~through~~MICHAEL ~~the~~DION ~~following~~Name: ~~strategic~~N. ~~initiatives~~Michael Dion Title: Executive Vice President and Chief Financial Officer

~~Build~~Date: March ~~Brands~~22, ~~Through a Better Balanced Business Model~~ 2007

We believe that a business model that more appropriately balances trade support and consumer advertising and marketing will strengthen our brands and enhance sales for us and our customers. Our overall combined trade and consumer marketing spending is planned to increase annually. However, we plan to slowly shift a portion of our funds that we have historically spent on trade support to targeted consumer advertising and marketing. Our strategy is to further drive demand for our brands through developing better consumer insight, which we believe will lead to more effective consumer advertising and will allow us to strategically target our additional consumer advertising and marketing spending. In order to optimize the advertising and consumer spending, we have hired three new advertising agencies to develop enhanced brand positionings, as well as more effective advertising and media placement.

Increase Innovation Capability and Successfully Launch New Items

We believe that our new product innovation will continue to drive incremental sales growth and market share gains. We are enhancing our new product execution through improved consumer testing and a more disciplined product launch model. We are also forming a Multi-Functional Innovation Team focused on creating new ideas to generate incremental sales and earnings through new platforms and expansion into adjacent categories. We expect this team will enhance our capability to develop a pipeline of ideas to drive organic growth.

Strengthen Sales Execution and Expand Channel Penetration

We are continuously upgrading our sales execution by leveraging our national sales broker relationship and our direct sales force representation and by identifying underserved markets. We intend to continue to grow our business with our largest customers through improved in-store promotions, innovative new product offerings and expanded distribution. We are pursuing new opportunities to expand our presence in alternative channels such as dollar stores, club stores and mass merchandisers. An example of this strategy is our recent success in attaining new distribution of select brands in a major mass merchandiser with additional opportunity for growth. We also continue to develop our footprint in the foodservice channel, Canada and Mexico, where we believe there are significant opportunities for growth.

Sustain Focus on Supply Chain Cost Reduction and Operational Excellence

Since January 2005, we have made a sustained effort to close and consolidate facilities while rationalizing our warehouse and transportation network. In connection with these efforts, we have closed three plants and fourteen warehouses. We have been successful in reducing inventories, improving customer service metrics and lowering warehouse and transportation costs. We believe we can continue to drive cost efficiencies through a focus on:

Evaluate Targeted Strategic Acquisition Opportunities

In addition to realizing organic revenue and earnings growth in our existing businesses and cost savings that leverage our current infrastructure, we will continue to evaluate targeted, value-enhancing acquisition opportunities that complement our current portfolio. These acquisitions will be evaluated using the following criteria:

We have demonstrated our ability to identify and successfully integrate value-enhancing acquisitions, and we believe our capabilities will be further enhanced with the support of Blackstone and the newly appointed Board of Directors.

The Transactions

On February 10, 2007, Crunch Holding Corp. ("Crunch Holding"), our parent company, entered into an Agreement and Plan of Merger with Peak Holdings LLC ("Peak Holdings"), a Delaware limited liability company controlled by affiliates of The Blackstone Group ("Blackstone"), Peak Acquisition Corp. ("Peak Acquisition"), a wholly owned subsidiary of Peak Holdings, and Peak Finance LLC, an indirect wholly owned subsidiary of Peak Acquisition, providing for the acquisition of Crunch Holding. Under the terms of Agreement and Plan of Merger, the purchase price for Crunch Holding will be $2,162.5 million in cash plus an amount equal to the aggregate exercise prices of vested options less the amount of indebtedness of Crunch Holding and its subsidiaries outstanding immediately prior to the closing and certain transaction costs, subject to purchase price adjustments based on the balance of our working capital and indebtedness as of the closing. Pursuant to the Agreement and Plan of Merger, immediately prior to the closing, Crunch Holding will contribute all the outstanding shares of capital stock of its wholly owned subsidiary, Pinnacle Foods Group Inc., to a newly-formed Delaware limited liability company, Pinnacle Foods Finance LLC. At the closing, Peak Acquisition will merge with and into Crunch Holding, with Crunch Holding as the surviving corporation (the "Merger"), and Peak Finance LLC will merge with and into Pinnacle Foods Finance LLC, with Pinnacle Foods Finance LLC as the surviving entity. As a result of the Merger, Crunch Holding will become a wholly owned subsidiary of Peak Holdings.

Investment funds associated with Blackstone and certain members of management will invest approximately $443.8 million in our business as part of the Transactions (as defined below). As described below, certain of our executive officers, directors and other members of management will also participate in the equity of our business in connection with the Transactions. These executive officers, directors and other members of management are referred to herein as the "management participants." Our chairman and our chief executive officer have advised us that they intend to invest $3.0 million and up to $1.2 million, respectively, to acquire equity interests in Peak Holdings. In addition, each will be awarded equity interests in Peak Holdings under our equity incentive plans, subject to future vesting conditions. We expect other selected members of our senior management team will re-invest at least 50% of their after-tax proceeds from the Transactions in Peak Holdings and will receive equity incentive awards, subject to future vesting conditions. Investment funds and other entities associated with Blackstone and the management participants together are referred to as the "Equity Investors." These funds will be invested by the Equity Investors directly or indirectly in Peak Holdings, which will cause these funds to be contributed through its direct and indirect subsidiaries to the Company. We also expect other of our managers to participate in the equity of our parent companies through equity ownership or option holdings.

In connection with the Merger, we expect to repay the indebtedness under our existing senior secured credit facilities, repurchase Pinnacle's outstanding 8.25% senior subordinated notes due 2013 tendered pursuant to a tender offer and consent solicitation (the "8.25% notes tender offer"), repay certain other indebtedness and pay related fees and expenses.

The Merger, the repayment of indebtedness and the payment of related fees and expenses will be financed with proceeds of $1,175.0 million in term loans under our new senior secured credit facilities, the issuance of $650.0 million aggregate principal amount of notes (the "new notes") and the equity investment described above.

The Merger, the equity investment, the initial borrowings under our new senior secured credit facilities, the new notes, the repayment of our existing senior secured credit facilities, the 8.25% notes tender offer and the payment of related premiums, fees and expenses are collectively referred to herein as the "Transactions."

Sources and Uses

The following table illustrates the estimated sources and uses of funds relating to the Transactions, as if the Transactions had occurred on December 31, 2006. The actual amounts set forth in the table and in the accompanying footnotes are subject to final purchase price adjustments and may differ at the time of the consummation of the Transactions as a result of several factors, including differences from our estimate of fees and expenses, any changes made to the sources of the contemplated debt financings, the tender of less than all of the 8.25% notes tender offer, and the amount of our working capital.

(in millions)
Sources
Existing cash			$	9.6
Senior secured credit facilities(1):
		Revolving credit facility		—
		Term loan B facility		1,175.0
New notes				650.0
Common equity contribution(2)				443.8
	Total Sources		$	2,278.4
Uses
Purchase price(3)			$	1,233.3
Repayment of existing indebtedness(4)				929.0
Estimated fees and expenses(5)				81.7
Tender fees for existing senior subordinated notes(6)				34.4
	Total Uses		$	2,278.4

Risk Factors

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

After completing the Transactions, we will be highly leveraged. On a pro forma basis as of December 31, 2006, our total indebtedness would have been approximately $1,825.0 million. We also would have had an additional $115 million available for borrowing under our revolving credit facility (after giving effect to approximately $10 million of outstanding letters of credit). The following chart shows our level of indebtedness on a pro forma basis as of December 31, 2006 after giving effect to the Transactions:

		(in millions)
Senior secured credit facilities(1)
	Revolving credit facility	$	—
	Term loan B facility		1,175.0
New notes			650.0
	Total(2)	$	1,825.0

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

Our pro forma cash interest expense for the year ended December 31, 2006 would have been $160.3 million.

We may not be able to achieve all of our expected cost savings.

We have identified potential annual cost savings of approximately $20.4 million that are reflected in our pro forma Adjusted EBITDA. We cannot assure you, however, that we will continue to realize

cost savings relating to efficiency measures we have already implemented, that we will be able to achieve our other expected cost savings opportunities, that any identified savings will be achieved in a timely manner or that other unexpected costs will not offset any savings we do achieve.

In addition to cost savings, in calculating pro forma Adjusted EBITDA, we have included additional adjustments that relate to the efficiency of our operations, including a $2.4 million adjustment relating to a portion of the lost earnings for the Lenten season in 2006 at the time of the transfer of our prepared seafood production from Erie, Pennsylvania to Jackson, Tennessee.

We may not achieve the cost savings we anticipate, and we may not continue to receive the benefits of the production and distribution efficiencies we implemented before the consummation of the Transactions. In addition, our cost savings and production and distribution efficiencies may be adversely affected by lower sales volumes.

Our failure to achieve our expected annual cost savings could have a material adverse effect on our financial condition and results of operations.

Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial information of Pinnacle Foods Finance LLC is based on the audited consolidated financial statements of Pinnacle Foods Group Inc., as adjusted to illustrate the estimated pro forma effects of the acquisition of the Armour Business and the Merger and related financing transactions. The unaudited pro forma condensed consolidated financial information of Pinnacle Foods Finance LLC should be read in conjunction with the consolidated financial statements and related notes.

The unaudited condensed consolidated pro forma balance sheet gives effect to the Transactions as if they had occurred on December 31, 2006. The unaudited condensed consolidated pro forma statement of operations gives effect to the acquisition of the Armour Business and the Transactions as if they had occurred on December 26, 2005 (the first date of fiscal 2006).

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. However, as of the date hereof, we have not performed the valuation studies necessary to estimate the fair values of the assets we will acquire and the liabilities we will assume and the related allocation of purchase price.

The Merger will be accounted for, and is presented in the unaudited pro forma condensed consolidated financial information using, the purchase method of accounting prescribed in Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations." Under these standards, the excess of the purchase price over net assets acquired and liabilities assumed is recorded as goodwill. However, with limited exceptions, the pro forma adjustments do not reflect our preliminary estimates of the purchase price allocation related to the Merger, which will be reflected upon finalization of appraisals and other valuation studies that we will arrange to obtain. For purposes of computing pro forma adjustments, we have assumed that historical values of current assets acquired and current liabilities assumed reflect fair value. The pro forma balance sheet does not include any fair value adjustments for inventories, plant assets, tradenames, customer contracts and relationships, or other identifiable intangible assets because we have not completed the appraisal process. Ultimately, a portion of the purchase price may be allocated to these assets and to deferred tax assets and liabilities, and the amounts may be material. Purchase price allocated to inventories would increase cost of products sold after the consummation of the Merger. Purchase price allocated to plant assets, tradenames, customer contracts and relationships, or other identifiable intangible assets would result in additional depreciation and amortization expense after the consummation of the Transactions. These effects are not included in the unaudited pro forma statement of operations and may be material.

The pro forma adjustments do not include all adjustments to deferred tax assets or liabilities. The structure of the Transactions and certain elections that we may make in connection with the Merger and subsequent tax filings may impact the amount of deferred tax liabilities that are due and the realization of deferred tax assets.

The unaudited pro forma condensed consolidated financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had the acquisition of the Armour Business and the Transactions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial position.

In addition, the unaudited pro forma condensed consolidated financial information does not give effect to certain of the adjustments to our EBITDA, as presented in note 3 to the table set forth below under the caption "Historical and Pro Forma EBITDA." In addition, this unaudited pro forma condensed consolidated financial information does not give effect to certain one-time expenses we expect to incur in connection with the Transactions, such as the following:

See note (b) to the unaudited condensed consolidated pro forma statement of operations.

Pinnacle Foods Finance LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Year Ended December 31, 2006 (in thousands)

			As Reported Year Ended December 31, 2006		Adjustments for the Armour Acquisition (a)		Pro Forma for the Armour Acquisition		Adjustments for the Transactions (b)			Pro Forma for the Armour Acquisition and the Transactions (h)(i)
Net sales			$	1,442,256	$	29,794	$	1,472,050	$	—		$	1,472,050
Costs and expenses
	Cost of products sold			1,122,646		25,090		1,147,736		216	(c)		1,147,952
	Marketing and selling expenses			103,550		1,273		104,823					104,823
	Administrative expenses			52,447		84		52,531		(4,330)	(d)		48,201
	Research and development expenses			4,037		70		4,107					4,107
	Goodwill impairment charge			—		—		—		—			—
	Other expense (income), net			14,186		668		14,854		—			14,854
		Total costs and expenses		1,296,866		27,185		1,324,051		(4,114	)		1,319,937
Earnings before interest and taxes				145,390		2,609		147,999		4,114			152,113
	Interest expense			86,615		2,071		88,686		78,089	(e)		166,775
	Interest income			1,247		—		1,247		(1,247)	(f)		—
Earnings (loss) before income taxes				60,022		538		60,560		(75,222	)		(14,662	)
Provision for income taxes				26,098		82		26,180		5,966	(g)		32,146
Net earnings (loss)			$	33,924	$	456	$	34,380	$	(81,188	)	$	(46,808	)

Pinnacle Foods Finance LLC

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations (in thousands)

The pro forma statement of operations data do not reflect the non-recurring charges to earnings that will occur prior to the Transactions, which total $65,066. These charges include: $26,049 for the non-cash write-off of deferred financing costs; $5,360 for the non-cash gain for the write-off of the unamortized historical premium on the existing 8.25% notes; $34,377 for repurchasing our existing 8.25% notes; and an estimated $10,000 for non-cash stock compensation due to the acceleration of vesting of existing stock options.

Additionally, the pro forma statement of operations data do not reflect the non-recurring charge to earnings totaling $6,349 that will occur after the Transactions related to bridge financing and other fees that will be expenses when the new notes are issued and bridge financing is not used.

The pro forma statement of operations data do not reflect the effects of all anticipated cost savings and any related one-time costs to achieve those cost savings.

Termination of employment contract with our chairman upon the closing of the Transactions(1)	$	(3,226	)
Termination of agreement with Fairmont Aviation(2)		(2,750	)
Termination of operating lease agreement with Barrington Properties(3)		(104	)
Termination of management agreement with the 2003 Sponsors		(750	)
Subtotal reductions		(6,830	)
New advisory services contract with Blackstone		2,500
Net reductions in administrative expenses	$	(4,330	)

Term loan facilities and new senior notes and senior subordinated notes(1)		$	159,638
Commitment fees(2)			625
Total pro forma cash interest			160,263
Amortization of capitalized debt issuance costs(3)			6,512
Total pro forma interest			166,775
	Less: historical interest expense		(86,615	)
	Less: pro forma interest expense related to the financing of the Armour transaction(4)		(2,071	)
Total pro forma interest expense adjustment		$	78,089

Inventory step-up flow-through		$	4,760
Non-cash equity-related compensation charges			3,315
Acquisition-related costs			2,731
Intangible and other asset impairments			5,480
Plant consolidation (Omaha and Erie)			1,309
Advisory services contract with Blackstone			2,500
Annualized cost savings from plant closures and other manufacturing efficiency improvements			10,900
Annualized cost savings from distribution efficiency improvements			6,000
Cost of seafood plant transition			2,400
Cost of former management compensation(1)			1,320
Anticipated Blackstone Procurement Program cost savings			3,500
	Impact on earnings before interest and taxes	$	44,215

Pinnacle Foods Finance LLC

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006 (in thousands)

			As Reported Year Ended December 31, 2006		Adjustments for the Transactions			Pro Forma for the Transactions
Current assets:
	Cash and cash equivalents		$	12,337	$	(9,646	)(a)	$	2,691
	Accounts receivable, net			85,583		—			85,583
	Inventories, net			178,300		—			178,300
	Other current assets			4,496		—			4,496
	Deferred tax assets			1,838		—			1,838
		Total current assets		282,554		(9,646	)		272,908
	Plant assets, net			253,387		—			253,387
	Trade names			797,582		—			797,582
	Other assets, net			56,397		55,841 (26,049 (6,349	(a))(b))(c)		79,840
	Goodwill			402,161		(402,161	)(b)		—
	Unallocated excess purchase price			—		1,265,145	(b)		1,265,145
		Total assets	$	1,792,081	$	876,781		$	2,668,862
Current liabilities:
	Current portion of long-term obligations
		Existing capital leases	$	123	$			$	123
		New term loan facilities				11,750	(a)		11,750
	Notes payable			210		—			210
	Accounts payable			57,543		—			57,543
	Accrued trade marketing expense			37,152		—			37,152
	Accrued liabilities			81,248		(11,968	)(a)		69,280
	Accrued income taxes			1,042		—			1,042
		Total current liabilities		177,318		(218	)		177,100
Long-term debt
		Existing term loan facilities		521,187		(521,187	)(a)		—
		Existing senior subordinated notes		394,000		(394,000	)(a)		—
		Unamortized premium on existing senior subordinated notes		5,360		(5,360	)(b)		—
		Existing capital leases		83					83
		New term loan facilities		—		1,163,250	(a)		1,163,250
		New notes		—		650,000	(a)		650,000
	Pension and other postretirement benefits			16,109		3,854 (1,862	(b))(b)		18,101
	Other long-term liabilities			1,962		(1,882	)(a)		80
	Deferred tax liabilities			237,707		(14,910	)(b)		222,797
		Total liabilities		1,353,726		877,685			2,231,411
Commitments and contingencies
Shareholder's equity:				438,355		(904	)(c)		437,451
	Total liabilities and shareholder's equity		$	1,792,081	$	876,781		$	2,668,862

Pinnacle Foods Finance LLC

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet (in thousands)

Sources:
Existing cash		$	9,646
New senior secured term loan facility(1)			1,175,000
New senior secured revolving credit facility(2)			—
New notes			650,000
Cash equity(3)			443,800
	Total sources	$	2,278,446
Uses:
Purchase price(4)		$	1,233,257
Repayment of existing indebtedness(5)			929,037
Debt issuance costs(6)			55,841
Other transaction costs and expenses(7)			25,934
Tender fees for existing senior subordinated notes(8)			34,377
	Total uses	$	2,278,446

Existing senior secured credit facilities	$	521,187
Existing senior subordinated notes		394,000
Accrued interest on existing debt		11,968
Mark-to-market adjustment on interest rate swap		1,882
	$	929,037

portion of the transaction fees to be paid to Blackstone and advisors and professional fees related to the Transactions. Included in the total estimated amount are $49,492 of capitalized debt issuance costs recorded in other assets and $6,349 related to bridge financing and other fees that we will expense.

Purchase price	$	2,162,500
Direct acquisition costs		25,934
Total purchase price		2,188,434
Existing indebtedness, including $206 of assumed capital leases		(929,243	)
Purchase price after repayment of existing indebtedness		1,259,191
Historical equity		438,355
Less: pre-closing transactions(1)		(55,066	)
Historical equity, as adjusted		383,289
Initial excess of historical equity, as adjusted, over purchase price		875,902
Deferred taxes(2)		(14,910	)
Recognition of the unrecognized losses of the defined benefit pension plan		3,854
Recognition of the unrecognized gains of the post-retirement benefit plan		(1,862	)
Historical goodwill		402,161
Unallocated excess purchase price	$	1,265,145

Write-off of existing deferred financing costs	($	26,049	)
Write-off of the bond premium related to existing senior subordinated notes		5,360
Expenses associated with the tender fees for existing senior subordinated notes		(34,377	)
	$	(55,066	)

Assumed equity contribution		$	443,800
Historical invested equity			(438,355	)
Write-off of bridge financing and other fees			(6,349	)
	Total pro forma adjustment to shareholders' equity	$	(904	)

Historical and Pro Forma EBITDA

	Successor
																		Pro Forma
	5 weeks ended December 28, 2003(1)			36 weeks ended July 31, 2004			21 weeks ended December 26, 2004			52 weeks ended December 26, 2004(2)			Fiscal year ended December 25, 2005			Fiscal year ended December 31, 2006		Fiscal year ended December 31, 2006
	(in thousands)
Net earnings (loss)	$	(16,299	)	$	(83,913	)	$	(24,706	)	$	(92,320	)	$	(43,176	)	$	33,924	$	(46,808	)
EBITDA(3)		(15,345	)		(36,580	)		27,927			6,751			66,006			187,577		195,831
Adjusted EBITDA(3)											135,221			151,779			210,260		240,046

	Successor
	Pro Forma
	December 31, 2006
Pro Forma Credit Statistics:
Cash interest expense(4)	$	160,263
Capital Expenditures		26,202
Ratio of Adjusted EBITDA to cash interest expense		1.5	x
Ratio of Adjusted EBITDA minus capital expenditures to cash interest expense		1.3	x
Ratio of total debt to Adjusted EBITDA		7.6	x

In addition, our pro forma Adjusted EBITDA should not be taken as representative of our future combined results of operations or financial position.

The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to "Net earnings (loss)," the most directly comparable GAAP financial measure, for each of the periods indicated.

			Successor
											Pro Forma
(in thousands)			52 weeks ended December 26, 2004			Fiscal year ended December 25, 2005			Fiscal year ended December 31, 2006		Fiscal year ended December 31, 2006
Net earnings (loss)			$	(92,320	)	$	(43,176	)	$	33,924	$	(46,808	)
	Provision (benefit) for income taxes			9,632			(426	)		26,098		32,146
	Interest expense (net)			49,238			70,520			85,368		166,775
	Depreciation and amortization			40,142			39,088			42,187		43,718
		EBITDA		6,692			66,006			187,577		195,831
	Aurora Adjusted EBITDA(a)			27,930			—			—		—
	Armour EBITDA(b)			—			—			4,338		—
	Inventory step-up flow-through(c)			31,311			—			4,760		4,760
	Non-cash equity-related compensation charges(d)			7,400			—			3,315		3,315
	Inventory write-offs(e)			10,743			1,604			—		—
	Acquisition-related costs(f)			23,322			133			2,731		2,731
	Intangible and other asset impairments(g)			20,470			74,881			5,480		5,480
	Plant consolidation (Omaha and Erie)(h)			5,584			7,154			1,309		1,309
	Executive severance costs(i)			—			1,780			—		—
	Sponsor advisory fees(j)			1,000			—			750		2,500
	Other, net(k)			769			221			—		—
	Annualized cost savings from plant closures and other manufacturing efficiency improvements(l)											10,900
	Annualized cost savings from warehouse closures and other distribution efficiency improvements(m)											6,000
	Seafood plant transition(n)											2,400
	Costs of former management compensation(o)											1,320
	Anticipated Blackstone Procurement Program cost savings(p)											3,500
Adjusted EBITDA			$	135,221		$	151,779		$	210,260	$	240,046

			Aurora
(in thousands)			January 1, 2004 – March 18, 2004
Net earnings (loss)			$	186,777
	Provision (benefit) for income taxes			3,200
	Interest expense (net)			19,216
	Depreciation and amortization			6,954
		EBITDA		216,147
	Aurora acquisition costs			15,575
	Restructuring costs			5,571
	Non-cash charges			2,345
	Gain on restructuring of debt			(211,708	)
Adjusted EBITDA			$	27,930

of the Aurora financial restructuring. Restructuring costs consist of financial and administrative costs relating to the Aurora restructuring. Non-cash charges include (i) $1.4 million of write-offs of unamortized leasehold improvements on premises subject to capital leases rejected in the Aurora financial restructuring, (ii) $0.7 million of write-offs of obsolete inventory and (iii) $0.2 million of other charges. The gain on restructuring of debt primarily represents the gain recorded by Aurora equal to the difference between the value of the equity in Crunch Holdings LLC, the parent of Crunch Holding Corp., received by the former Aurora bondholders and the book value of the bonds held by them.

Business Drivers and Measures

In operating our business and monitoring its performance, we pay attention to trends in the food manufacturing industry and a number of performance measures and operational factors. This discussion includes forward-looking statements that are based on our current expectations.

Industry Factors

Our industry is characterized by the following general trends, as described in more detail in "Industry":

Revenue Factors

Our net sales are driven principally by the following factors:

Cost Factors

Our important costs include the following:

Working Capital

Our working capital is primarily driven by accounts receivable and inventories, which fluctuate throughout the year due to seasonality in both sales and production. We will continue to focus on reducing our working capital requirements while simultaneously maintaining our customer service levels and production needs. We have historically relied on internally generated cash flows to satisfy our working capital requirements.

Other Factors

Other factors that have influenced our results of operations and may do so in the future include:

Our Products

The following table presents a summary of our pro forma net sales by product line:

Business segments	Product lines	Major brands	Pro forma net sales		Share of pro forma net retail sales (%)
			(in millions)
Dry foods:
	Baking mixes and frostings	Duncan Hines	$	248.3	16.9	%
	Pickles, peppers and relish	Vlasic		195.4	13.3	%
	Syrups and pancake mixes	Mrs. Butterworth's		98.6	6.7	%
		Log Cabin
	Canned meat	Armour		135.9	9.2	%
	Barbecue sauce	Open Pit		11.9	0.8	%
	Private label			88.1	6.0	%
	Foodservice			49.5	3.4	%
		Total dry foods	$	827.5	56.2	%
Frozen foods:
	Frozen dinners	Hungry-Man	$	172.1	11.7	%
		Swanson		75.5	5.1	%
	Frozen prepared seafood	Van de Kamp's		72.2	4.9	%
		Mrs. Paul's
	Frozen breakfast	Aunt Jemima		102.2	6.9	%
	Bagels	Lender's		60.4	4.1	%
	Pizza-for-one	Celeste		43.7	3.0	%
	Foodservice			82.9	5.6	%
	Private label			35.8	2.4	%
		Total frozen foods	$	644.7	43.8	%
		Total net sales	$	1,472.2	100.0	%

Liquidity After the Transactions

Management expects our cash flows from operations, combined with availability under our new revolving credit facilities, to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations and capital spending for a period that includes the next twelve months.

After completing the Transactions, we will be highly leveraged. On a pro forma basis as of December 31, 2006, our total indebtedness would have been $1,825.2 million. We also would have had an additional $115 million available for borrowing under our revolving credit facility (after giving effect to approximately $10 million of outstanding letters of credit). Our liquidity requirements will be significant, primarily due to debt service requirements.

SIGNATURES

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

PINNACLE FOODS GROUP INC. By: /s/ N. MICHAEL DION Name: N. Michael Dion Title: Executive Vice President and Chief Financial Officer

Date: March 12, 2007

QuickLinks

Filing Compare · PINNACLE FOODS GROUP INC