As filed with the Securities and Exchange Commission on April 7, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UAP Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

2875

11-3708834

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

7251 W. 4^th Street

Greeley, Colorado 80634

(970) 356-4400

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

See Table of Additional Registrants on Following Page

L. Kenny Cordell

President and Chief Executive Officer

UAP Holding Corp.

7251 W. 4^th Street

Greeley, Colorado

(970) 356-4400

(Name, address, including zip code, and telephone number, including area code, of agent for service of process)

With copies to:

Rosa A. Testani, Esq.

O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

(212) 326-2000

Mark C. Smith, Esq.

David J. Goldschmidt, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square Tower

New York, New York 10036

(212) 735-3000

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

(Calculation table and footnotes on following page)

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

(Continued from cover)

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee

Income Deposit Securities (IDSs) (2)	$		$

Class A Common stock, $0.001 par value (3)

% Senior Subordinated Notes (4) (5)

Subsidiary Guarantees of Senior Subordinated Notes (6)

Total	$	625,000,000	$	79,188

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes an indeterminate number of IDSs of the same series of the IDSs offered hereby, which may be received by holders of IDSs in the future on one or more occasions in replacement of the IDSs offered hereby in the event of a subsequent issuance of IDSs, upon an automatic exchange of portions of the IDSs offered hereby for identical portions of such additional IDSs. The IDS units consist of shares of the Class A common stock and $ aggregate principal amount of % senior subordinated notes, including IDSs subject to the underwriters’ over-allotment option.

(3)	Includes shares of Class A common stock subject to the underwriters’ over-allotment option.

(4)	Includes (i) $ million aggregate principal amount of % senior subordinated notes issued as part of IDSs subject to the underwriters’ over-allotment option and (ii) $ million aggregate principal amount of % senior subordinated notes that will be issued separately from the IDSs in this offering.

(5)

Includes an indeterminate principal amount of % senior subordinated notes of the same series as the % senior subordinated notes offered hereby, which may be received by holders of % senior subordinated notes offered hereby in the future on one or more occasions in the event of a subsequent issuance of IDSs or % senior subordinated notes of the same series, upon an automatic exchange of portions of the senior subordinated notes offered hereby for identical portions of such additional notes.

(6)

Each of the subsidiary guarantors listed in the Table of Additional Registrants on the next page will fully and unconditionally guarantee the % senior subordinated notes being registered hereby. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is required.

UAP HOLDING CORP.

TABLE OF ADDITIONAL REGISTRANTS


Name	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	IRS Employer Identification Number
AG-CHEM, Inc.	Maryland	2875	47-0667732
Balcom Chemicals, Inc.	Colorado	2875	84-0577781
Cropmate Company	Delaware	2875	47-0741555
CSK Enterprises, Inc.	Delaware	2875	47-0765398
GAC 26, Inc.	Nebraska	2875	47-0671148
Genmarks, Inc.	Delaware	2875	91-2194897
Grower Service Corporation (New York)	New York	2875	13-1978741
HACO, Inc.	Illinois	2875	47-0677092
Loveland Industries, Inc.	Colorado	2875	84-06101553
Loveland Products, Inc.	Colorado	2875	47-0736713
Midwest Agriculture Warehouse Co.	Nebraska	2875	47-0482929
Ostlund Chemical Co.	North Dakota	2875	45-0336249
Platte Chemical Co.	Nebraska	2875	47-0557041
Pueblo Chemical & Supply Co.	Colorado	2875	84-0527554
Ravan Products, Inc.	Georgia	2875	47-0747845
S.E. Enterprises, Inc.	Delaware	2875	47-0681589
Snake River Chemicals, Inc.	Idaho	2875	82-0309706
Transbas, Inc.	Tennessee	2875	81-0350050
Tri-River Chemical Company, Inc.	Washington	2875	91-0934287
Tri-State Chemicals, Inc.	Texas	2875	75-1379150
Tri-State Delta Chemicals, Inc.	Mississippi	2875	64-0602271
UAP 22, Inc.	Texas	2875	47-0748616
UAP 23, Inc.	Delaware	2875	47-0737593
UAP 27, Inc.	Delaware	2875	47-0778040
UAP Receivables Corporation	Delaware	2875	47-0824588
UAP/GA AG Chem, Inc.	Georgia	2875	47-0648557
UAPLP, Inc.	Delaware	2875	47-0751595
United Agri Products, Inc.	Delaware	2875	47-0621017
United Agri Products Financial Services, Inc.	Colorado	2875	84-0678346
United Agri Products—Florida, Inc.	Florida	2875	47-0680109
Verdicon, Inc.	Delaware	2875	04-3769161
YVC, Inc.	Montana	2875	81-0345692

The address of the principal executive offices of the additional registrants listed above is 7251 W. 4^th St., Greeley, Colorado 80634. Their telephone number at that address is (970) 356-4400.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our Registration Statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2004

Prospectus

UAP Holding Corp.

LOGO

INCOME DEPOSIT SECURITIES (IDSs)

and

$ MILLION % SENIOR SUBORDINATED NOTES DUE 2014

UAP Holding Corp. is selling Income Deposit Securities, or IDSs, representing shares of Class A common stock and $ million aggregate principal amount of % senior subordinated notes due 2014, subject to extension of maturity as described herein. Each IDS consists of:

•

one share of our Class A common stock; and

•

a % senior subordinated note with $ principal amount.

We also are selling $ million aggregate principal amount of senior subordinated notes separately from the IDSs in this offering. The completion of the separate offering of senior subordinated notes is a condition to our sale of IDSs. We expect that the aggregate principal amount of the separate senior subordinated notes will equal at least 10% of the aggregate principal amount of the senior subordinated notes represented by the IDSs (assuming the underwriters’ over-allotment option is exercised in full).

Assuming we make our scheduled interest payments and pay dividends in the amount contemplated by our current dividend policy, you will receive in the aggregate approximately $ per year consisting of dividends on the Class A common stock and interest on senior subordinated notes represented by each IDS through , 2014, the maturity date of the senior subordinated notes (assuming that there are no extensions of the maturity date of the senior subordinated notes).

This is the initial public offering of our IDSs, and the shares of our Class A common stock and senior subordinated notes represented thereby, and our senior subordinated notes being offered separately from the IDSs. Prior to this offering, there has been no public market for our IDSs or our senior subordinated notes. We anticipate that the public offering price will be between $ and $ per IDS and the public offering price of the senior subordinated notes sold separately will be % of their stated principal amount. We will apply to list the IDSs on under the trading symbol “ .” We do not anticipate that the senior subordinated notes will be separately listed on any exchange.

(Continued on following page)

Investing in our IDSs, shares of our Class A common stock and senior subordinated notes involves risks. See the “ Risk Factors” section beginning on page 29.


	Price to Public	Underwriting Discount and Commission	Proceeds to UAP Holding Corp. (before expenses)(1)
Per IDS	$	$	$
Per Senior Subordinated Note(2)	$	$	$
Total	$	$	$

(1)	Approximately $ million of these proceeds will be used to repurchase our common equity from our principal equity sponsor and selected members of our management, whom we refer to collectively as our existing stockholders.

(2)	Represents $ million aggregate principal amount of senior subordinated notes being sold separately from the IDSs.

The underwriters expect to deliver the IDSs and separate senior subordinated notes in book-entry form only through the facilities of The Depository Trust Company to purchasers on or about , 2004.

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

Joint Book-Running Managers


Credit Suisse First Boston		UBS Investment Bank		CIBC World Markets


Goldman, Sachs & Co.		Merrill Lynch & Co.

The date of this prospectus is , 2004

(Continued from Cover)

Holders of IDSs will have the right to separate the IDSs into the shares of our Class A common stock and senior subordinated notes represented thereby at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control. Separation of all the IDSs will occur automatically upon the occurrence of any redemption of the senior subordinated notes or upon maturity of the senior subordinated notes. Similarly, any holder of shares of our Class A common stock and senior subordinated notes may, at any time after the IDSs become separable by the holders, unless the IDSs have automatically separated, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form IDSs.

Upon a subsequent issuance by us of IDSs or senior subordinated notes, a portion of your senior subordinated notes may be automatically exchanged for an identical principal amount of the senior subordinated notes issued in such subsequent issuance, and in that event your IDSs or senior subordinated notes will be replaced with new IDSs or new senior subordinated notes, as the case may be. In addition to the senior subordinated notes offered hereby, the registration statement of which this prospectus is a part also registers an indeterminate number of the senior subordinated notes and new IDSs that may be issued to you in the case of any such subsequent issuance. For more information regarding these automatic exchanges and the effect they may have on your investment, see “Description of Senior Subordinated Notes—Covenants Relating to IDSs—Procedures Relating to Subsequent Issuance” and “Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Additional Issuances.”

We have granted the underwriters an option to purchase up to additional IDSs to cover over-allotments, if any. We will use all the proceeds from the sale of any additional IDSs upon the exercise of the underwriters’ over-allotment option to repurchase additional shares of our outstanding common stock from our existing stockholders.

NOTICE TO PURCHASERS OF SEPARATE SENIOR SUBORDINATED NOTES AND ACKNOWLEDGEMENT OF PURCHASER INTENT

None of the separate senior subordinated notes purchased in connection with this offering may be purchased, directly or indirectly, by persons who are also (1) purchasing IDSs in this offering or (2) otherwise receiving IDSs or shares of Class A common stock in connection with the Recapitalization. Accordingly, each investor purchasing separate senior subordinated notes in this offering must not purchase IDSs in this offering and must not concurrently enter into any plan or pre-arrangement whereby it would (1) acquire any IDSs or our Company equity (as defined below) or (2) transfer the separate senior subordinated notes to any holder of IDSs or our Company equity. In addition, each person receiving IDSs or shares of Class A common stock in connection with the Recapitalization must not purchase separate senior subordinated notes in this offering.

Each investor in this offering assumes sole responsibility for ensuring that it complies with the restrictions above. Neither we nor the underwriters will assume any responsibility to ensure that any investor complies with these restrictions. If you are unsure whether the restrictions above would prohibit you from purchasing the separate senior subordinated notes or our IDSs in this offering, you should consult your own legal advisor with regard to the application of these restrictions to your individual circumstances.

Furthermore, each person purchasing separate senior subordinated notes in this offering, by acquiring the separate senior subordinated notes, thereby represents to us and the underwriters that:

(a)

neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control is purchasing IDSs in this offering;

(b)

neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control owns, or has the contractual right to acquire, our equity securities (including securities which are convertible, exchangeable or exercisable into or for our equity or our equity-linked securities, which we refer to collectively as our Company equity); and

(c)

such purchaser is not party to any plan or pre-arrangement whereby it would (1) acquire any IDSs or our Company equity or (2) transfer the separate senior subordinated notes to any holder of IDSs or our Company equity.

For purposes of these representations, the “purchaser” shall be deemed to be (1) the person who initially purchases the separate senior subordinated notes from the underwriters in this offering and (2) the person(s), if any, pursuant to whose instructions such purchase was made.

For more information regarding the tax treatment of the separate senior subordinated notes and IDSs, see “Material U.S. Federal Income Tax Considerations” and “Risk Factors—Risks Relating to the IDSs, the Class A Common Stock and Senior Subordinated Notes—The U.S. federal income tax consequences of the issuance, purchase ownership and disposition of IDSs are unclear.”

TABLE OF CONTENTS


		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		29
USE OF PROCEEDS		43
DIVIDEND POLICY AND RESTRICTIONS		44
CAPITALIZATION		46
DILUTION		47
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		48
SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA		55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		58
BUSINESS		71
MANAGEMENT		85
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		91


		Page
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		93
DESCRIPTION OF OTHER INDEBTEDNESS		102
DESCRIPTION OF INCOME DEPOSIT SECURITIES (IDSS)		112
DESCRIPTION OF CAPITAL STOCK		117
DESCRIPTION OF SENIOR SUBORDINATED NOTES		123
SHARES ELIGIBLE FOR FUTURE SALE		172
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		173
UNDERWRITING		182
LEGAL MATTERS		187
EXPERTS		187
WHERE YOU CAN FIND MORE INFORMATION		187
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in the document may only be accurate on the date of this document.

Dealer Prospectus Delivery Obligations

Until , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent expectations or beliefs of ours concerning future events, and no assurance can be given that the results described in this prospectus will be achieved. These forward-looking statements can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “may,” “will,” “should,” “goal,” “target” or other similar words or phrases. All forward-looking statements are based upon information available to us on the date of this prospectus.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this prospectus in the sections captioned: “Prospectus Summary,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such factors may include:

•

general economic and business conditions;

•

industry trends;

•

restrictions contained in our debt agreements;

•

our substantial leverage, including the inability to generate the necessary amount of cash to service our existing debt and the incurrence of substantial indebtedness in the future;

•

the seasonality of our business and weather conditions;

•

the possibility of liability for pollution and other damage that is not covered by insurance or that exceeds our insurance coverage;

•

increased competition in the markets in which we operate;

•

our dependence on rebate programs to attain profitability;

•

our dependence on a limited number of key executives who we may not be able to adequately replace if they leave our company;

•

changes in government regulations, agricultural policy and environmental, health and safety laws and regulations;

•

the cost of developing our own stand-alone systems and infrastructure;

•

changes in business strategy, development plans or cost savings plans;

•

the loss of any of our major suppliers or the bankruptcy or financial distress of our customers;

•

the ability to attain and maintain any price increases for our products;

•

availability, terms and deployment of capital; and

•

other factors over which we have little or no control.

There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

FINANCIAL INFORMATION

UAP operates on a 52- or 53-week year. UAP’s fiscal years 1999, 2000, 2001, 2002 and 2003 ended on February 28, 1999, February 27, 2000, February 25, 2001, February 24, 2002 and February 23, 2003, respectively. UAP’s fiscal years in 2000, 2001, 2002, 2003 and 2004 contained or will contain 52 weeks. UAP’s fiscal year in 1999 contained 53 weeks. Fiscal years are identified in this prospectus according to the calendar year in which they ended. For example, the fiscal year ended February 23, 2003 is referred to herein as “fiscal 2003.”

MARKET DATA

Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources, including publications by the United States Department of Agriculture and the 2002 Annual Survey of CropLife, an industry trade publication. In addition, some data is based on independent consulting work which we sponsored. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information from the outside sources and cannot guarantee its accuracy and completeness.

TRADEMARKS

ACA, Amplify, Awaken, Bisect, Choice, Dyna-Gro, Dyna-Start, LI 700, Liberate, Nortrace, Salvo, Savage, Shotgun, Signature and So-Fast are our subsidiaries’ trademarks. All other trademarks, service marks or trade names referred to in this prospectus are the property of their respective owners.

iii

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus. The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus. This summary is not complete and may not contain all the information that you should consider before investing in the IDSs and senior subordinated notes. You should read the entire prospectus carefully, including the “Risk Factors” section and the combined financial statements of the ConAgra Agricultural Products Business and the accompanying notes to those statements.

Unless the context requires otherwise, all references to “we,” “us,” “our” and “UAP” refer specifically to the Acquired Businesses before the Acquisition (as such terms are defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and UAP Holding Corp. and its consolidated subsidiaries after the Acquisition. All references to “UAP Holdings” refer specifically only to UAP Holding Corp., excluding its subsidiaries, and all references to “United Agri Products” refer specifically only to United Agri Products, Inc., a direct, wholly owned subsidiary of UAP Holdings, excluding its subsidiaries.

OUR COMPANY

Founded in 1978, we are the largest private distributor of agricultural and non-crop inputs in the United States and Canada. We market a comprehensive line of products including crop protection chemicals, seeds and fertilizers to growers and regional dealers. As part of our product offering, we provide a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. The products and services we offer are critical to growers because they lower the overall cost of crop production and improve crop quality and yield. As a result of our broad scale and scope, we provide leading agricultural input companies with an efficient means to access a highly fragmented customer base of farmers and growers. For the twelve months ended November 23, 2003, on a pro forma basis after giving effect to the Acquisition we generated net sales of $2.4 billion and income before income taxes of $58.6 million.

As of January 26, 2004, we maintained a comprehensive network of approximately 350 distribution and storage facilities and five formulation and blending plants, strategically located in the major crop-producing areas of the United States and Canada. As of January 26, 2004, our integrated sales network covered over 70,000 active stock keeping units, or SKUs, supported by approximately 1,100 sales people, the majority of whom have technical training in agronomy. This network of facilities, together with our technical expertise, enables us to efficiently process, distribute and store products close to our end-users and to supply our customers on a timely basis during the compressed planting and growing season. In addition, our widespread geographical presence provides a diversified base of sales that helps to insulate our overall business from difficult farming conditions in any one area as a result of poor weather or adverse market conditions for specific crops or regions.

We distribute products manufactured by the world’s leading agricultural input companies, including BASF, Bayer, Dow, DuPont, Monsanto and Syngenta, as well as ConAgra International Fertilizer Company. We believe we are amongst the largest customers of agricultural inputs of these suppliers and have long-standing relationships with these companies. We also distribute products from over 100 other suppliers as well as over 200 of our own proprietary private label products. Our extensive infrastructure is a critical element of our suppliers’ route-to-market, as it enables them to reach a highly fragmented customer base. As of January 26, 2004, we had approximately 70,000 customers, with our ten largest customers accounting for approximately 3% of our net sales in fiscal 2003. Our customers include commercial growers and regional dealers, as well as consumers in non-crop industries. Our significant scale provides our customers with an efficient and cost-effective method of purchasing agricultural and non-crop inputs.

At the end of fiscal 2002, our new management team began to implement several strategic initiatives to increase our operational efficiency. As part of that strategy, we rationalized headcount, enhanced our credit policies and information systems, improved inventory management and closed unprofitable distribution centers. Largely as a result of that strategy, we successfully increased our income before income taxes as a percentage of net sales from 0.1% in fiscal 2001 to 2.4% for the twelve months ended November 23, 2003, while reducing average working capital as a percentage of net sales from approximately 25% in fiscal 2001 to approximately 20% in fiscal 2003, a reduction of $209.2 million. We believe we are well positioned to drive further efficiencies in working capital and further enhance our margins.

INDUSTRY OVERVIEW AND TRENDS

The agricultural inputs market in the United States was estimated at $26 billion in 2002, and has experienced relative stability since 1997, as measured by total revenues, according to the most recent available survey by the USDA National Agricultural Statistics Service. Key drivers of the market include: continued population growth; the use of more effective chemicals and fertilizers; stable planted acreage; the trend towards larger and more efficient farms; and the increased use of biotechnology in the production of seeds. The three primary product areas of the market are crop protection chemicals, seeds and fertilizer.

Crop Protection Chemicals. Crop protection chemicals expenditures in the United States were approximately $8.2 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. Since 1997, the volume of crop protection chemicals sold in the United States has increased, but overall revenues have remained essentially flat as lower-priced generic products have replaced higher-priced patented products, according to the same survey. This product area includes: (i) herbicides, which keep weed infestations from depriving crops of plant nutrients and water; (ii) insecticides, which keep insects from damaging crops; and (iii) fungicides, which guard against plant diseases.

Seeds. Seed expenditures in the United States were approximately $8.4 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. The seed market in the United States has experienced significant growth since 1997, according to the same survey, driven primarily by increased pricing as a result of improvements in seed technology. In particular, biological “traits” are becoming genetically engineered into seeds, thus reducing the need for chemical treatment of crops. These traits include providing a plant with the ability to resist pests without a chemical application and the ability of a plant to selectively resist herbicides. These technological improvements, together with the availability of more productive seed hybrids, have resulted in higher crop yields.

Fertilizer. Fertilizer expenditures in the United States were approximately $9.5 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. Since 1997, the volume of fertilizer sold in the United States has increased, but overall revenues have remained essentially flat, due largely to falling prices as a result of overproduction, according to the same survey. Fertilizers are added to soil to replace or supplement one or more deficient nutrients necessary for plant growth. Nearly all commercial crops grown in the United States and Canada today are produced with the use of a commercial fertilizer, as modern crop varieties and higher yields cannot be sustained by other methods.

Agricultural input manufacturers vary by product category and include major international chemical, fertilizer and seed companies such as Agrium, Bayer Crop Science, ConAgra International Fertilizer Company, Dow AgroScience, DuPont, IMC, Monsanto, PCS and Syngenta. Agricultural input distributors represent the main route-to-market for crop protection chemicals and fertilizer products, and fill a critical need in the U.S. and Canadian agricultural inputs market by allowing suppliers to economically access a highly fragmented customer base of approximately two million growers, dealers and non-crop customers. In addition, we believe that both suppliers and customers value the supplementary services that distributors provide, including inventory

management, extension of credit, provision of equipment for the application of agricultural products, custom blending and crop management consulting.

The primary channel for seed distribution has historically been through “grower dealers” who distribute seeds within an area around their farms. We believe the trend in seed sales is migrating towards agricultural distributors who have the technical knowledge and ability to bundle seed sales with complementary chemical products.

Grower-owned co-operatives constitute a significant portion of the agricultural inputs distribution industry, including two of the six largest retailers. The market has consolidated significantly over the last ten years. We believe, based on independent consulting work which we sponsored, that in 2002 the largest six retailers accounted for over 50% of sales by the largest 100 retailers in our industry measured by sales. Consolidation in our industry has been driven by a number of factors, including: increased average farm size; consolidation of suppliers; increasing demand for sales people with high levels of technical expertise; poor performance of co-operatives; overcapacity in the industry; and the need for sufficient scale to realize strong relationships with suppliers. We believe that these trends will continue and will result in greater demands being placed on agricultural input distribution companies. Based on independent consulting work which we sponsored, we believe that independent national distributors (i.e., non-cooperatives) increased their retail market share amongst the largest 100 retailers measured by sales from 37% in 1998 to 42% in 2002, and that larger companies, such as UAP, will continue to increase their competitive advantage over businesses with fewer resources.

OUR COMPETITIVE STRENGTHS

We believe our leading market positions, operating model focused on free cash flow, extensive distribution network, strong supplier relationships, diversified product offering and proven and incentivized management team will allow us to increase our net sales, market share and profitability.

Leading Market Positions

We are the largest private distributor of agricultural input products in major crop-producing regions throughout the United States and Canada. We believe that our emphasis on selling a full range of quality products and consistently providing high quality service has enabled us to achieve our leading market shares. We believe, based on independent consulting work which we sponsored, that we hold the number one market position, based on net retail sales of the largest 100 retailers in the United States and Canada measured by sales, in each of the core product categories in which we compete:


Category	Key Products	Market Position	2002 Retail Market Share
Crop Protection Chemicals	Fungicides, Insecticides and Pesticides	#1	18%
Seeds	Seed and Seed Treatment	#1	16%
Fertilizers	Plant Nutrition	#1	10%

We believe our leading market shares strengthen our position with our suppliers and enhance our ability to increase sales to existing customers and attract new customers. We believe our scale provides us with several benefits, including: (i) volume purchasing and increased shelf space resulting in additional incentives from our suppliers; (ii) operating efficiencies from leveraging our fixed costs; and (iii) the ability to invest in our infrastructure in a cost-effective manner, including information technology systems. In fiscal 2003, we had net sales of $2.5 billion, including net sales of crop protection chemicals of $1.7 billion, net sales of seeds of $270.8 million and net sales of fertilizer of $510.6 million. In addition, our leading local presence in the markets we serve further benefits us because it allows us to attract and retain sales people and customers while controlling our risk through geographic diversity.

Operating Model Focused on Free Cash Flow

We believe that our operating model generates significant free cash flow as a result of our variable cost structure, low capital expenditure requirements and efficient working capital management. Our capital expenditures have averaged less than 1% of net sales over the past three fiscal years. Largely as a result of operational initiatives implemented during fiscal 2002 and fiscal 2003, our income before income taxes as a percentage of net sales has increased from 0.1% in fiscal 2001 to 2.4% for the twelve months ended November 23, 2003. Our average working capital has been reduced from approximately 25% of net sales in fiscal 2001 to approximately 20% of net sales in fiscal 2003, a reduction of $209.2 million. We believe that our continued focus on cost reductions and working capital management will allow us to continue to generate strong free cash flow.

Extensive Distribution Network

As of January 26, 2004, we operated a broad network of approximately 350 retail and wholesale farm distribution and storage facilities and five formulation facilities, strategically located in major crop producing regions. As of January 26, 2004, we had a sales presence in 49 of the 50 states of the United States, and nine of the 13 Canadian provinces, and our geographic diversity helps us to mitigate poor weather patterns or economic volatility in any one region and our exposure to any one crop. We operate an integrated distribution system and, as of January 26, 2004, employed approximately 1,100 sales people across the United States and Canada. Our network enables us to provide customers with a broad range of products and reliable service. Our sales people, the majority of whom have technical training in agronomy, possess an in-depth knowledge of the industry and have established long-term relationships with their customers. As residents of the areas in which we operate, our sales people are an integrated part of the community and understand the region-specific needs of their customers. We believe that our approach has helped us to form strong relationships with customers at the local level and has enabled us to generate revenues per retail outlet of $5.1 million versus $3.4 million on average among the largest 100 retailers in 2002 as measured by sales, based on independent consulting work which we sponsored.

Strong Supplier Relationships

We purchase products from over 100 suppliers, including some of the largest chemical, seed and fertilizer companies in the world. We have strong long-term relationships with our suppliers, and our relationships with our ten largest suppliers date back to the original acquisition of UAP by ConAgra Foods, Inc. (“ConAgra Foods”) in 1978. We are a critical part of our suppliers’ route-to-market because we are able to help them access a highly fragmented customer base. We believe we are one of the largest customers of agricultural inputs of our seven largest suppliers, and our purchasing scale provides us with a competitive advantage relative to smaller businesses. We believe that our strategic relationships with our suppliers provide us with reliable access to inventory, volume purchasing benefits and the ability to deliver a diverse product offering on a cost-effective basis.

Diversified Product Offering

We provide our customers with a comprehensive offering of agricultural inputs, comprised of over 70,000 active SKUs as of January 26, 2004, consisting of a broad variety of crop protection chemicals, seeds, and fertilizers, with no single brand accounting for more than 5% of our net sales in fiscal 2003. We offer a full line of branded products such as CleanCrop, ACA, Savage, Shotgun, Signature and Dyna-Gro, in areas such as plant nutrition, seed treatment, crop protection, adjuvants and seed. The breadth and diversity of our products and services allows us to act as a “one-stop-shop” that is tailored to meet the region-specific needs of our customers.

In addition, we are the largest independent distributor of agricultural seed products in the United States and Canada, and we believe we are well positioned to benefit from the expected future growth of this market. We believe the trend in seed distribution is migrating towards using agricultural distributors such as ourselves, as this allows formulators supplying bio-engineered seeds with complementary chemical products to reach the market.

Proven and Incentivized Management Team

Our senior management team has an average of over 18 years of experience in the agricultural inputs industry. Kenny Cordell joined the company in 2001 and served as President and Chief Operating Officer from February 2002 until December 2003, when he was promoted to Chief Executive Officer of United Agri Products. Our current senior management team has been responsible for developing our recent business strategy, including store rationalization, enhanced credit policies and an increased focus on working capital management, which has resulted in operational improvements and margin expansion. Largely as a result of initiatives implemented by our management team during fiscal 2002 and fiscal 2003, we successfully increased our margins and reduced working capital. After giving effect to this offering, our management will own approximately % of our common stock on a fully diluted basis, a portion of which is subject to time and performance vesting criteria. See “Security Ownership of Certain Beneficial Owners and Management.”

OUR STRATEGY

Our financial and operational success has largely been driven by providing customers with high quality products at competitive prices, supported by consistent and reliable service and expertise. We will continue to seek to improve margins and reduce working capital through the principal strategies outlined below.

Target Continued Margin Enhancement and Working Capital Management

We believe we are well positioned to achieve further margin enhancements and reductions in working capital through the continued implementation of our cost saving initiatives. We intend to monitor performance regularly through detailed management reporting on productivity, profitability, inventory flow and return on assets. At a company-wide level, our senior management will continue to:

•

focus on our credit policies in order to seek to maximize our profitability;

•

optimize our product mix through increased centralized pricing controls;

•

improve company-wide performance through the dissemination of best practices;

•

optimize procurement through increased centralized purchasing controls;

•

rationalize our infrastructure by closing or selling unprofitable facilities;

•

reduce our investment in working capital through the use of enhanced management information systems; and

•

reduce selling, general and administrative expenses through centralization efforts in our formulation operations and administration.

In August 2002, management initiated a monthly scorecard of key performance indicators linked to the management incentive plan, to drive return-based financial performance within divisions of our company. In addition, our management has centralized credit and procurement functions to better coordinate various working capital initiatives and has adopted a discounted cash flow approach to capital investments.

Expanded Presence in Seeds, Branded and Non-Crop Products

Seed. We increased net sales of our seed products from $196.2 million in fiscal 2001 to $270.8 million in fiscal 2003, and believe that there is the potential for significant further growth in this area. We believe that seed varieties that have been enhanced through biotechnology will serve as a platform for growth due to the increased value-added nature of their sale to the customer, coupled with an increased need for ancillary services when compared with sales of conventional products. In addition, advancements in seed varieties and technologies have

increased our customers’ needs for real-time information and access to the genetic varieties in branded and non-branded lines, which we believe benefits larger suppliers such as UAP. We intend to leverage our growth in this business through: (i) advanced technical training for our sales personnel; (ii) hiring and strategically placing experienced sales people; (iii) incentivizing our sales organization with seed-specific performance goals and incorporating specific targets for individual sales people in their respective performance management plans; (iv) nurturing our relationships with seed suppliers; and (v) continuing to focus the resources of our management and sales force in our seed distribution infrastructure.

As part of our strategy, we will focus on increasing our sales of our Dyna-Gro brand of proprietary seed products as part of our effort to increase overall seed sales. We believe that Dyna-Gro is recognized in the marketplace for its high quality and yield, and we currently market Dyna-Gro in corn, soybeans, sorghum and alfalfa, as well as other minor crops. The margin contribution to us for our Dyna-Gro brand is higher than that of a commodity brand because we use internal resources to source and market it.

Proprietary Branded Products. We intend to focus on increasing sales of our proprietary branded products, which provide value-added features to benefit customers and higher margins to us as compared with other products we sell for third parties. Increased sales of our proprietary branded products have contributed to our margin improvement from fiscal 2001 through fiscal 2003, largely as a result of providing enhanced formulations and tailoring the products to fit growers’ needs in specific regions, including unique dry herbicide formulations and specialized Nortrace brand micronutrients and Dyna-Gro seed. We seek to further improve our product mix through internal development and close cooperation with our major suppliers, and introduced new proprietary products during the fourth quarter of fiscal 2004.

Non-Crop. We also distribute agricultural chemicals, seed and fertilizers for many non-agricultural markets, and are the only distributor in our markets with a presence in the three major non-crop market product areas of turf and ornamental (golf courses, resorts, nurseries and greenhouses), pest control operators and right-of-way vegetation management. This non-crop business has a distinctly different customer base from the agricultural markets, and requires different service levels and locations closer to suburban or leisure centers. We believe that many non-crop markets are experiencing natural growth with general demographic trends. For example, as population growth expands in the Southern United States, we expect increased opportunities for sales to pest control operators. As leisure spending increases, we expect increased opportunities for sales to turf, golf course, resort and nursery businesses. The non-crop market is an important strategic growth area for UAP, and as such we are focused on expansion of our current non-crop business through small acquisitions, increased sales of branded products, introduction of new branded products and improving operational performance through consolidation.

Leverage Our Scale

We believe that our scale and extensive network of distribution facilities provides us with competitive advantages over smaller regional competitors, including an enhanced competitive position with our suppliers, the ability to leverage our fixed costs and the ability to attract and retain a strong management team and sales force. We intend to capitalize on these advantages by continuing to: (i) strengthen our relationships with our suppliers in order to maintain a diversified product offering and capture higher levels of incentives; (ii) cost-effectively invest in information systems to ensure efficient inventory management; and (iii) provide high levels of value-added services to our customers by maintaining an experienced and well-trained sales force. We believe this provides us with a strong platform for continued growth and profitability.

THE TRANSACTIONS

THE AMENDED CREDIT FACILITIES

Concurrently with the closing of this offering, United Agri Products will amend its existing $500 million revolving credit facility and enter into a new $150 million senior secured second lien term loan facility. In this prospectus, we refer to the revolving credit facility, as amended, and the new senior secured second lien term loan facility, collectively, as the “Amended Credit Facilities.” The Amended Credit Facilities will be guaranteed by UAP Holdings and each of United Agri Products’ domestic subsidiaries. While the Amended Credit Facilities will permit us to pay interest and dividends to IDS holders and to pay interest to holders of the separate senior subordinated notes under certain circumstances, they will contain significant restrictions on our ability to make interest and dividend payments to such holders and on our subsidiaries’ ability to make dividend and interest payments to us. The existing revolving credit facility matures on November 24, 2008 and the new senior secured second lien term loan facility will have a seven-year maturity. See “Description of Other Indebtedness—The Amended Revolving Credit Facility” and “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility.”

THE RECAPITALIZATION

Concurrently with the closing of this offering, we will effect a number of internal corporate transactions, including repurchasing and recapitalizing the equity interests of our existing stockholders. In this prospectus, we collectively refer to these transactions as the “Recapitalization.” A portion of the net proceeds of this offering will be used to repurchase all our outstanding Series A Redeemable Preferred Stock from ConAgra Foods and to repurchase a portion of our currently outstanding common stock from our principal equity sponsor and members of our management. We expect to exchange IDSs for all the common stock indirectly held by members of our management that we do not repurchase. We also expect to cause all Tranche B and Tranche C stock options previously issued to members of our management, which are subject to performance-based vesting, to become fully vested, and to exchange additional IDSs for such stock options. In addition, we will exchange shares of our new junior participating preferred stock for all the common stock held by our principal equity sponsor that we do not repurchase. Holders of the junior participating preferred stock will have the option to convert such stock into IDSs or, if the IDSs have automatically separated, senior subordinated notes and shares of Class A common stock at any time and from time to time, provided that (1) no default or event of default under the senior subordinated note indenture has occurred and is continuing at the time of, or would result from, such conversion, (2) such conversion complies with all applicable laws, including securities laws, (3) such conversion does not conflict with, or cause a default under, any of our material financing agreements, (4) at the time of such conversion, no interest deferral period under the senior subordinated note indenture is in effect and all previously deferred interest on the senior subordinated notes and accrued interest thereon, if any, has been paid in full, (5) such conversion does not cause a mandatory suspension of dividends or deferral of interest under any of our material financing agreements as of the measurement date immediately following the proposed conversion date and (6) prior to the second anniversary of the closing of this offering, shares of junior participating preferred stock representing at least 10% of our equity value immediately after this offering (assuming the underwriters’ over-allotment option is exercised in full) remain outstanding after such conversion. In this prospectus, we refer to the conditions described in clauses (1)-(6) of the foregoing sentence as the “Conversion Conditions.” We expect the junior participating preferred stock issued in the Recapitalization to represent at least 10% of our equity value immediately after this offering (assuming the underwriters’ over-allotment option is exercised in full). For a description of the terms of the junior participating preferred stock, see “Description of Capital Stock—Junior Participating Preferred Stock.”

THE TENDER OFFERS AND CONSENT SOLICITATIONS

Prior to the closing of this offering, United Agri Products intends to commence a tender offer and consent solicitation with respect to all its outstanding $225.0 million aggregate principal amount of 8¼% Senior Notes due 2011 (the “8¼% Senior Notes”) and UAP Holdings intends to commence a tender offer and consent solicitation with respect to all its outstanding $125.0 million aggregate principal amount at maturity of 10¾%

Senior Discount Notes due 2012 (the “10¾% Senior Discount Notes”). In this prospectus, we refer to the tender offer and consent solicitation with respect to the 8¼% Senior Notes and the tender offer and consent solicitation with respect to the 10¾% Senior Discount Notes as the “8¼% Senior Note Tender Offer” and the “10¾% Senior Discount Note Tender Offer,” respectively, and we refer to both tender offers and consent solicitations, collectively, as the “Tender Offers.” Holders of the 8¼% Senior Notes and the 10¾% Senior Discount Notes that provide consents will be obligated to tender their notes in the applicable Tender Offer, and holders of the 8¼% Senior Notes and the 10¾% Senior Discount Notes that tender their notes will be obligated to provide consents. Depending on whether we consummate the Tender Offers, we also intend to redeem up to 35% of the aggregate principal amount of the 8¼% Senior Notes and up to 40% of the aggregate principal amount at maturity of the 10¾% Senior Discount Notes with a portion of the proceeds from this offering pursuant to the terms of the related indentures. We expect to use a portion of the net proceeds from this offering and borrowings under the new term loan facility to pay for the 8¼% Senior Notes and the 10¾% Senior Discount Notes called for redemption or accepted for purchase in the Tender Offers.

However, the closing of this offering is not conditioned upon completion of the Tender Offers.

USE OF PROCEEDS FROM THIS OFFERING

We estimate that we will sell IDSs in this offering and receive net proceeds of approximately $ million after deducting underwriting discounts, commissions, and other estimated offering expenses, assuming an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. We estimate that we will also sell $ million aggregate principal amount of senior subordinated notes in this offering separately from the IDSs, and receive net proceeds of approximately $ million from the sale of such senior subordinated notes.

We will use the net proceeds of this offering, together with borrowings under the Amended Credit Facilities, to:

•

repurchase or redeem the outstanding 8¼% Senior Notes pursuant to the 8¼% Senior Note Tender Offer or the optional redemption provisions under the related indenture;

•

repurchase or redeem the outstanding 10¾% Senior Discount Notes pursuant to the 10¾% Senior Discount Note Tender Offer or the optional redemption provisions under the related indenture;

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repurchase all our outstanding Series A Redeemable Preferred Stock from ConAgra Foods; and

•

repurchase approximately shares of our currently outstanding common stock from our existing stockholders.

If the underwriters exercise their over-allotment option in full, we will use all the additional net proceeds to repurchase approximately additional shares of our currently outstanding common stock from our existing stockholders.

We refer to this offering, and the application of the proceeds thereof, the Amended Credit Facilities, the Tender Offers and the Recapitalization, collectively, as the “Transactions.”

The following table illustrates the estimated sources and uses of the funds for the Transactions, assuming the Transactions all occurred on , 2004 and 100% of the 8¼% Senior Notes and 10¾% Senior Discount Notes are tendered and purchased in the Tender Offers. Actual amounts may differ.

Total Sources and Uses of Funds

(Dollars in millions)


Sources		Amount
Cash in hand		$
New term loan facility
IDSs offered hereby(1)
Senior subordinated notes offered hereby separately from the IDSs

Total sources		$


Uses		Amount
Repurchase of 8¼% Senior Notes(2)
Repurchase of 10¾% Senior Discount Notes(3)
Repurchase of Series A Redeemable Preferred Stock(4)
Repurchase of common stock(5)
Transaction fees and expenses

Total uses		$

(1)	If the underwriters’ over-allotment option is exercised in full, the net proceeds from the IDS offering will be approximately $ million.

(2)

Reflects the repurchase in the 8¼% Senior Note Tender Offer of 100% of United Agri Products’ existing 8¼% Senior Notes. The proceeds of the 8¼% Senior Notes, which mature on December 15, 2011, were used to repay United Agri Products’ senior bridge loan facility, which was incurred in connection with the Acquisition, to repay a portion of the existing revolving credit facility and to pay related fees and expenses. See “Description of Other Indebtedness—8¼% Senior Notes.”

(3)

Reflects the repurchase in the 10¾% Senior Discount Note Tender Offer of 100% of UAP Holdings’ 10¾% Senior Discount Notes. The proceeds of the 10¾% Senior Discount Notes, which mature on July 15, 2012, were used to pay a dividend to the holders of our common stock, to redeem a portion of our outstanding Series A Redeemable Preferred Stock and to pay related fees and expenses.

(4)	Reflects the redemption of all our issued and outstanding Series A Redeemable Preferred Stock from ConAgra Foods.

(5)	Reflects the repurchase of shares of our outstanding common stock from our existing stockholders. If the underwriters exercise their over-allotment option in full, we will use all the additional proceeds to repurchase an additional shares of our outstanding common stock.

OTHER INFORMATION ABOUT THIS PROSPECTUS

Unless the context otherwise requires, references in this prospectus to this “offering” refer collectively to the offering of IDSs and $ million aggregate principal amount of senior subordinated notes offered separately. Throughout this prospectus, we have assumed an initial public offering price of $ per IDS (comprised of $ principal amount allocated to each senior subordinated note and $ allocated to each share of common stock, in each case that form part of an IDS), which represents the mid-point of the range set forth on the cover page of this prospectus. We have also assumed an initial public offering price for the senior subordinated notes sold separately of % of their stated principal amount. The information in this prospectus, unless otherwise indicated:

•

does not take into account the exercise by the underwriters of their over-allotment option with respect to the IDSs; and

•

does not give effect to the issuance of IDSs upon conversion of the junior participating preferred stock to be issued to our principal equity sponsor in the Recapitalization.

APOLLO

Apollo Management V, L.P. and its affiliated investment funds (“Apollo”), our principal equity sponsor, is an affiliate of Apollo Management, L.P. Apollo Management, L.P. was founded in 1990 and is among the most active private investment firms in the United States in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo Management, L.P. has managed the investment of an aggregate of approximately $14 billion in equity capital, including $13 billion invested in corporate transactions, in a wide variety of industries, both domestically and internationally. Companies owned or controlled by Apollo Management, L.P. and its affiliates or in which Apollo Management, L.P. and its affiliates have a significant equity investment include, among others, AMC Entertainment Inc., Compass Minerals Group, Inc., General Nutrition Centers, Inc., Nalco Company, National Financial Partners Corp. and Pacer International, Inc.

OUR CORPORATE INFORMATION

UAP Holdings is a holding company with no significant assets or operations other than the ownership of 100% of the stock of United Agri Products. Our principal executive offices are located at 7251 W. 4^th Street, Greeley, Colorado 80634. Our main telephone number is (970) 356-4400.

THE OFFERING

We are offering IDSs at an initial public offering price of $ per IDS, which represents the midpoint of the range set forth on the cover page of this prospectus. We are also offering $ million aggregate principal amount of senior subordinated notes separately from the IDSs in this offering at an initial public offering price of % of their stated principal amount. The completion of the separate offering of senior subordinated notes is a condition to our sale of IDSs. In addition, no purchaser, including our existing stockholders, or any affiliate of such purchaser, will be permitted to purchase both IDSs and senior subordinated notes. We expect that the aggregate principal amount of the separate senior subordinated notes will equal at least 10% of the aggregate principal amount of the senior subordinated notes represented by the IDSs (assuming the underwriters’ over-allotment option is exercised in full).

SUMMARY OF THE IDSs

What are IDSs?

IDSs are securities comprised of our Class A common stock and senior subordinated notes.

Each IDS initially represents:

•

one share of our Class A common stock; and

•

a % senior subordinated note with $ principal amount.

The ratio of Class A common stock to principal amount of senior subordinated notes represented by an IDS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. For example, if we effect a two-for-one stock split, from and after the effective date of the stock split, each IDS will represent two shares of Class A common stock and the same principal amount of senior subordinated notes as it previously represented. Likewise, if we effect a recombination or reclassification of our Class A common stock, each IDS will thereafter represent the appropriate number of shares of Class A common stock on a recombined or reclassified basis, as applicable, and the same principal amount of senior subordinated notes as it previously represented.

What payments can I expect to receive as a holder of IDSs or senior subordinated notes?

Assuming we make our scheduled interest payments on the senior subordinated notes, and pay dividends in the amount contemplated by our current dividend policy, you will receive in the aggregate approximately $ per year in interest on the senior subordinated notes and dividends on the Class A common stock represented by each IDS. We expect to make interest and dividend payments quarterly on the 15th day of each , , and to holders of record on the 10th day of such month.

You will be entitled to receive quarterly interest payments at an annual rate of % of the aggregate principal amount of senior subordinated notes, or approximately $ per senior subordinated note per year, subject to our right, under certain circumstances specified in the indenture governing the senior subordinated notes, to defer interest payments on our senior subordinated notes. For a detailed description of these circumstances, see “Description of Senior Subordinated Notes—Terms of the Notes—Interest Deferral.”

You will also receive quarterly dividends on the shares of our Class A common stock initially represented by your IDSs, if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of the Amended Credit Facilities, the indenture governing our senior subordinated notes, any other outstanding indebtedness of ours and the terms of our junior participating preferred stock. Specifically, the indenture governing our senior subordinated notes restricts our ability to declare and pay dividends on our capital

stock, including Class A common stock, as described under “Dividend Policy and Restrictions.” In addition, our Amended Credit Facilities restrict our ability to declare and pay dividends on our Class A common stock as described under “Dividend Policy and Restrictions” and “Description of Other Indebtedness.” Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that, subject to applicable law and the terms of our then existing indebtedness, initial annual dividends will be approximately $ per share of our Class A common stock. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.

Will my rights as a holder of IDSs be any different than the rights of a beneficial owner of separately held Class A common stock and senior subordinated notes?

No. As a holder of IDSs you are the beneficial owner of the Class A common stock and senior subordinated notes represented by your IDSs. As such, through your broker or other financial institution and The Depository Trust Company, known as DTC, you will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the indenture governing our senior subordinated notes, ranking upon bankruptcy and rights to receive communications and notices as a beneficial owner of separately held Class A common stock and senior subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

Will the IDSs be listed on an exchange?

We will apply to list the IDSs for trading on under the trading symbol “ .”

Will the shares of our Class A common stock and senior subordinated notes represented by the IDSs be separately listed on an exchange?

We do not anticipate that our Class A common stock or our senior subordinated notes will trade on any exchange. We currently do not expect an active trading market for our Class A common stock or senior subordinated notes to develop. However, we will use reasonable efforts to list our Class A common stock for separate trading on if a sufficient number of shares of our Class A common stock are held separately to meet the minimum distribution requirements for separate trading on for at least 30 consecutive trading days (assuming that we otherwise continue satisfy all other applicable listing requirements of such stock exchange at that time). The shares of Class A common stock and senior subordinated notes offered hereby will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933.

Will the senior subordinated notes sold separately from the IDSs be the same as the senior subordinated notes issued as part of the IDSs?

Yes. The senior subordinated notes sold separately from the IDSs will be substantially identical to the senior subordinated notes that are part of IDSs and will be part of the same series of notes and issued under the same indenture. Accordingly, holders of senior subordinated notes sold separately and holders of senior subordinated notes represented by IDSs will vote together as a single class, in proportion to the aggregate principal amount of senior subordinated notes they hold, on all matters on which holders of senior subordinated notes are entitled to vote under the indenture governing the senior subordinated notes.

In what form will IDSs, the shares of our Class A common stock and senior subordinated notes represented by the IDSs and the senior subordinated notes sold separately be issued?

The IDSs, the shares of our Class A common stock and senior subordinated notes represented by the IDSs and the senior subordinated notes sold separately will be issued in book entry form only. This means that

you will not be a registered holder of IDSs, the securities represented by the IDSs or the senior subordinated notes sold separately, and you will not receive a certificate for your IDSs or the securities represented by your IDSs or the senior subordinated notes sold separately. You must rely on your broker or other financial institution that will maintain your book entry position to receive the benefits and exercise the rights of a holder of IDSs or senior subordinated notes.

Can I separate my IDSs into shares of Class A common stock and senior subordinated notes or recombine shares of Class A common stock and senior subordinated notes to form IDSs?

Yes. Holders of IDSs, whether purchased in this offering or in a subsequent offering of IDSs of the same series may, at any time after the earlier of 45 days from the date of the closing of this offering or the occurrence of a change of control, through their broker or other financial institution, separate the IDSs into the shares of our Class A common stock and senior subordinated notes represented thereby. Any holder of shares of our Class A common stock and senior subordinated notes may, at any time after the IDSs become separable by the holders, through his or her broker or other financial institution, combine the applicable number of shares of Class A common stock and senior subordinated notes to form IDSs. Separation and recombination of IDSs may involve transaction fees charged by your broker and/or financial intermediary. See “Description of IDSs—Book Entry Settlement and Clearance—Separation and Combination.”

We will file with the Securities and Exchange Commission as soon as practicable a Current Report on Form 8-K (or any applicable form) to announce and quantify any changes in the ratio of IDS components or changes in OID attributed to the senior subordinated notes.

Will my IDSs automatically separate into shares of Class A common stock and senior subordinated notes upon the occurrence of certain events?

Yes. Separation of all the IDSs will occur automatically upon the occurrence of any redemption, whether in whole or in part, of the senior subordinated notes or upon the maturity of the senior subordinated notes.

What will happen if we issue additional IDSs or senior subordinated notes of the same series in the future?

We may conduct future financings by selling additional IDSs or senior subordinated notes of the same series, which will have terms that are identical to those of the IDSs or senior subordinated notes being sold in this offering, except that in the case of IDSs issued 45 days or more from the closing of this offering, such IDSs will be immediately separable, and in the case of IDSs issued less than 45 days from the closing of this offering, such IDSs will be separable on the same date as the IDSs issued hereunder may separate. Additional IDSs will represent the same proportions of Class A common stock and senior subordinated notes as are represented by the then outstanding IDSs. Although the senior subordinated notes represented by such IDSs or sold separately will have terms that are identical (except for the issuance date) to the senior subordinated notes being sold in this offering and will be part of the same series of senior subordinated notes for all purposes under the indenture, it is possible that the new senior subordinated notes will be sold with original issue discount (referred to as OID) for United States federal income tax purposes. If such senior subordinated notes are issued with OID, all IDSs of the same series (including the IDSs being offered hereby) and all senior subordinated notes not held as part of IDSs (including the senior subordinated notes being offered separately hereby) will be automatically exchanged for IDSs and senior subordinated notes, respectively, with new CUSIP numbers. As a result of such exchanges, the OID associated with the sale of the new senior subordinated notes will effectively be spread among all holders of senior subordinated notes on a pro rata basis, which may adversely affect your tax treatment.

What will be the U.S. federal income tax consequences of an investment in the IDSs?

The U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs in this offering are not entirely clear.

Treatment of Purchase of IDSs. The purchase of IDSs in this offering should be treated as the purchase of shares of our Class A common stock and senior subordinated notes and, by purchasing IDSs, you will agree to such treatment. You must allocate the purchase price of the IDSs between those shares of Class A common stock and senior subordinated notes in proportion to their respective initial fair market values, which will establish your initial tax basis. The value attributed to the shares of Class A common stock and senior subordinated notes represented by the IDSs have been established based on the fair market value of such shares of Class A common stock and senior subordinated notes. We will report the initial fair market value of each share of Class A common stock as $ and the initial fair market value of each $ principal amount of senior subordinated notes as $ , and by purchasing IDSs, you will agree to such allocation.

Treatment of Senior Subordinated Notes. The senior subordinated notes should be treated as debt for U.S. federal income tax purposes. If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then the stated interest on the senior subordinated notes could be treated as a dividend, and interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes, which could materially increase our taxable income and significantly reduce our future cash flow. In addition, payments on the senior subordinated notes to foreign holders would be subject to U.S. federal withholding taxes at rates of up to 30%. Payments to foreign holders would not be grossed up on account of any such taxes.

What will be the U.S. federal income tax consequences of a subsequent issuance of senior subordinated notes?

The U.S. federal income tax consequences to you of the subsequent issuance of senior subordinated notes with original issue discount upon a subsequent offering by us of IDSs or senior subordinated notes sold separately are not entirely clear.

Exchange of Senior Subordinated Notes. The indenture governing the senior subordinated notes will provide that, in the event there is a subsequent issuance of senior subordinated notes with a new CUSIP number having terms that are otherwise identical (other than issuance date) in all material respects to the senior subordinated notes represented by the IDSs and the senior subordinated notes being offered separately in this offering, including upon a conversion of junior participating preferred stock into IDSs, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that a portion of such holder’s senior subordinated notes will be exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, immediately following such subsequent issuance, each holder of subsequently issued senior subordinated notes, held either as part of IDSs or separately, and each holder of existing senior subordinated notes, held either as part of IDSs or separately, will own an inseparable unit composed of a proportionate percentage of both the old senior subordinated notes and the newly issued senior subordinated notes. The aggregate principal amount of senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. Because a subsequent issuance will affect the senior subordinated notes in the same manner, regardless of whether these senior subordinated notes are held as part of IDSs or separately, the combination of senior subordinated notes and shares of Class A common stock to form IDSs, or the separation of IDSs, should not affect your tax treatment.

It is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes results in a taxable exchange for United States federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. In such case, a holder

would recognize any gain realized on such exchange, but a loss realized might be disallowed. Regardless of whether a subsequent issuance results in a taxable exchange, such exchange could result in holders having to include OID in taxable income prior to the receipt of cash and other potentially adverse tax consequences.

Reporting of Original Issue Discount. Following any subsequent issuance of senior subordinated notes with original issue discount, we (and our agents) will report any original issue discount on the subsequently issued senior subordinated notes ratably among all holders of IDSs and separately held senior subordinated notes, and each holder of IDSs or separately held senior subordinated notes will, by purchasing senior subordinated notes or IDSs, agree to report original issue discount in a manner consistent with this approach. However, we cannot assure you that the Internal Revenue Service will not assert that any original issue discount should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and they may challenge a holder’s reporting of OID on its tax returns. Such a challenge could create uncertainties in the pricing of IDSs and senior subordinated notes and could adversely affect the market for IDSs and senior subordinated notes.

Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the IDSs or instruments similar to the IDSs, we urge you to consult your own tax advisor concerning the tax consequences of an investment in the IDSs. For additional information, see “Material U.S. Federal Income Tax Considerations.”

SUMMARY OF THE CLASS A COMMON STOCK

Issuer

UAP Holding Corp.

Shares of Class A common stock represented by IDSs

shares, or shares if the underwriters’ over-allotment option is exercised in full. Shares of our common stock and Class A common stock are identical in all respects, except that only shares of our Class A common stock are eligible to be included in IDSs. Shares of Class A common stock may not be issued unless such shares are issued as part of IDSs that have been issued in transactions that have been registered under the Securities Act.

Shares of Class A common stock to be outstanding following the offering

shares, or shares if the underwriters’ over-allotment option is exercised in full.

Voting rights

Each outstanding share of our Class A common stock will carry one vote per share and will vote as a single class with the holders of our common stock and junior participating preferred stock.

Dividends

You will receive quarterly dividends on the shares of our Class A common stock if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then outstanding indebtedness. Specifically, the senior subordinated notes indenture and our Amended Credit Facilities both restrict our ability to declare and pay dividends on our Class A common stock as described in detail under “Dividend Policy and Restrictions.” Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that, subject to applicable law and the terms of our then existing indebtedness, initial annual dividends will be approximately $ per share of our Class A common stock. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.

Dividend payment dates

If declared, dividends will be paid quarterly on the 15th day of each , , and to holders of record on the 10th day or the immediately preceding business day of such month.

Listing

We do not anticipate that our Class A common stock will trade on an exchange and we currently do not expect an active trading market for our Class A common stock to develop. However, we will use reasonable efforts to list our Class A common stock for separate trading on if a sufficient number of shares of our Class A common stock are held separately to meet the minimum distribution requirements for separate trading of for at least 30 consecutive trading days (assuming that we otherwise continue satisfy all other applicable listing requirements of such stock exchange at that time). Our Class A common stock will be freely tradable without restriction or further registration under the Securities Act, unless

purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933.

SUMMARY OF THE SENIOR SUBORDINATED NOTES

Issuer

UAP Holding Corp.

Senior subordinated notes being offered hereby

$ million aggregate principal amount of % senior subordinated notes (or $ million aggregate principal amount if the underwriters’ over-allotment option is exercised in full) represented by IDSs; and $ million aggregate principal amount of % senior subordinated notes sold separately from the IDSs.

Interest rate

% per year.

Interest payment dates

Interest will be paid quarterly on the 15th day of each , , and commencing , 2004 to holders of record on the 10th day or the immediately preceding business day of such month.

Interest deferral

Prior to , 2009, we may, subject to certain restrictions, defer interest payments on our senior subordinated notes on one or more occasions for up to an aggregate period of eight quarters. In addition, after , 2009 but before , 2014 and during the term of each additional five-year term of the senior subordinated notes, if any, we may, subject to certain restrictions, defer interest payments on our senior subordinated notes on one occasion for up to three quarters.

We will pay all interest deferred during any interest deferral period occurring before , 2009 no later than , 2009, and we will repay all interest deferred during an interest deferral period occurring after , 2009 but before , 2014 no later than , 2014. We will pay all interest deferred during any interest deferral period occurring during an additional five-year term no later than than last day of such five-year term. Notwithstanding the foregoing, we will be obligated to resume quarterly payments of interest after the end of any interest deferral period.

During any interest deferral period and so long as any deferred interest or interest on deferred interest remains outstanding and has not been paid, we will not be permitted to make any payment of dividends on the Class A common stock.

For a detailed description of interest deferral provisions of the indenture see “Description of Senior Subordinated Notes—Terms of the Notes—Interest Deferral.”

In the event that interest payments on the senior subordinated notes are deferred, you would be required to include accrued interest in your income for U.S. federal income tax purposes even if you do not receive any cash interest payments.

Maturity date

The senior subordinated notes will mature on , 2014. We may extend the maturity of our senior subordinated notes for two additional successive five year terms if the following conditions are satisfied:

•

during the twelve month period ending on the last day of the fiscal quarter ending at least 45 days before the end of the then current term, our ratio of Net Debt to Adjusted EBITDA under the indenture is less than to 1.0;

•

no event of default, including certain events of bankruptcy, insolvency or reorganization of us or certain of our subsidiaries, under the indenture has occurred and is continuing; and

•

no event of default has occurred and is continuing with respect to any of our other outstanding indebtedness or could occur as a result of the extension.

Optional redemption

We may not redeem the senior subordinated notes at our option prior to , 2009. On or after , 2009, we may redeem for cash all or a portion of the senior subordinated notes, upon not less than 30 or more than 60 days’ notice by mail to the holders of senior subordinated notes, at the redemption prices listed under “Description of Senior Subordinated Notes—Optional Redemption,” plus any accrued but unpaid interest to but not including the applicable redemption date. If we redeem any senior subordinated notes, there will be an automatic separation of IDSs.

Change of control

Upon the occurrence of a change of control, as defined under “Description of Senior Subordinated Notes—Certain Definitions,” each holder of senior subordinated notes will have the right to require us to repurchase all or any part of that holder’s senior subordinated notes at a price equal to 101% of the principal amount of the senior subordinated notes being repurchased, plus any accrued but unpaid interest to but not including the repurchase date. In order to exercise that right, a holder must separate its IDSs into the shares of Class A common stock and senior subordinated notes represented thereby and hold the senior subordinated notes separately.

Guarantees of senior subordinated notes

The senior subordinated notes will be fully and unconditionally guaranteed, on an unsecured senior subordinated basis, by each of our existing direct and indirect wholly-owned domestic subsidiaries and, subject to certain exceptions described in this prospectus, all our future wholly-owned domestic restricted subsidiaries.

Subsequent issuances may affect tax treatment

The indenture governing the senior subordinated notes will provide that in the event we issue additional senior subordinated notes with a new CUSIP number having terms that are otherwise identical to the senior subordinated notes (except for the issuance date) in connection with the issuance by us of additional IDSs, each holder of IDSs or

separately held senior subordinated notes, as the case may be, agrees that a portion of such holder’s senior subordinated notes, whether held as part of IDSs or separately, will be exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and exchange, each holder of IDSs or separately held senior subordinated notes, as the case may be, will own senior subordinated notes of each separate issuance in the same proportion as each other holder. However, the aggregate principal amount of senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. Any subsequent issuance of senior subordinated notes by us may affect the tax treatment of the IDSs and senior subordinated notes. See “Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Additional Issuances.”

Ranking of senior subordinated notes and guarantees

The senior subordinated notes will be our unsecured senior subordinated obligations and will rank:

•

subordinated in right of payment to all our existing and future senior indebtedness, including our guarantee of the Amended Credit Facilities;

•

pari passu in right of payment with all our future senior subordinated indebtedness, if any;

•

senior in right of payment to all our future subordinated indebtedness, if any;

•

effectively subordinated to all our secured indebtedness, including our guarantee of the Amended Credit Facilities; and

•

structurally subordinated to all liabilities, including trade payables, of our subsidiaries that are not guarantors.

Similarly, each guarantee of the notes will be unsecured senior subordinated obligations of the applicable guarantor and will rank:

•

subordinated in right of payment to all the applicable guarantor’s existing and future senior indebtedness, including obligations of the applicable guarantor under the Amended Credit Facilities;

•

pari passu in right of payment with all the applicable guarantor’s future senior subordinated indebtedness, if any;

•

senior in right of payment to all the applicable guarantor’s future subordinated indebtedness, if any; and

•

effectively subordinated to all the applicable guarantor’s secured indebtedness, including the applicable guarantor’s obligations under the Amended Credit Facilities.

Restrictive covenants

The indenture governing the senior subordinated notes will contain covenants with respect to us and our restricted subsidiaries that will restrict:

•

the incurrence of additional indebtedness and the issuance of certain redeemable capital stock;

•

the payment of dividends on, and redemption of, capital stock;

•

other restricted payments, including investments;

•

specified sales of assets;

•

specified transactions with affiliates;

•

the creation of a number of liens; and

•

consolidations, mergers and transfers of all or substantially all of our assets.

The indenture will also prohibit certain restrictions on distributions from our restricted subsidiaries. However, all the limitations and prohibitions described above are subject to a number of other important qualifications and exceptions described under “Description of Senior Subordinated Notes—Certain Covenants.”

Listing

We do not anticipate that our senior subordinated notes will be separately listed on any exchange.

RISK FACTORS

Investing in the IDSs and our separate senior subordinated notes involves substantial risk. Before you invest in the IDSs or the senior subordinated notes offered separately, you should carefully consider all the information in this prospectus including matters set forth under the heading “Risk Factors.”

INTEREST AND DIVIDEND PAYMENTS TO HOLDERS OF IDSs

The tables below are intended to provide certain information relating to our available cash and our interest and dividend payments to IDS holders during the twelve months ended November 23, 2003 as if we had completed this transaction and the related transactions on November 24, 2002. Increase in cash, EBITDA and Adjusted EBITDA are not indicators of performance or other measures determined in accordance with GAAP. We present these non-GAAP financial measures in this prospectus because we believe they are indicators of our ability to declare and pay dividends on our Class A common stock pursuant to the limitation on restricted payments covenant to be included in the indenture governing the senior subordinated notes. EBITDA and Adjusted EBITDA are described under “—Summary Unaudited Pro Forma Condensed Combined Financial and Other Data.”

The tables below show the following:

•

a reconciliation of our net income to EBITDA, as calculated in accordance with the indenture for the senior subordinated notes for the twelve months ended November 23, 2003;

•

the increase in available cash for the twelve months ended November 23, 2003 before giving effect to the Transactions; and

•

payments to IDS holders for the twelve months ended November 23, 2003.


	Twelve Months Ended November 23, 2003
	(in thousands)
Net income	$
Additions:
Interest expense, net
Depreciation and amortization

Income taxes

EBITDA	$

Bad debt expense	$	—
Collections
Physical inventory adjustments
Transaction costs(1)

Adjusted EBITDA	$

(1)	Consists of transaction costs and expenses primarily related to the Transactions.

The table below reconciles our Adjusted EBITDA for the twelve months ended November 23, 2003 to give pro forma effect to the Transactions. The table below provides certain information relating to our available cash for the twelve months ended November 23, 2003 on a pro forma basis as adjusted to give effect to the Transactions as if they had occurred on November 24, 2002. The table below also shows the pro forma use of the available cash before additional public company administrative expenses, capital expenditures and dividend payments under the dividend policy we expect to have in place upon consummation of this offering.

For purposes of this presentation, we have assumed:

•

all of United Agri Products’ outstanding $225.0 million aggregate principal amount at maturity of 8¼% Senior Notes are purchased in the 8¼% Senior Note Tender Offer;

•

all of UAP Holdings’ outstanding $125.0 million aggregate principal amount at maturity of 10¾% Senior Discount Notes are purchased in the 10¾% Senior Discount Note Tender Offer;

•

shares of the common stock held by our principal equity sponsor that are not repurchased with the net proceeds from this offering are exchanged for shares of junior participating preferred stock; and

•

shares of the common stock held by members of our management that are not repurchased with the net proceeds from this offering (including the vesting of Tranche B and Tranche C options as described above under “—The Recapitalization”) are exchanged for IDSs.

In addition, the tables below do not include any interest associated with our letters of credit.


		Twelve Months Ended November 23, 2003
		(in thousands) (unaudited)
Pro Forma
Adjusted EBITDA		$
Adjustments:
Deductions:
Interest expense on the Amended Credit Facilities(1)
Interest expense on senior subordinated notes(2)

Increase in available cash before additional public company administrative expenses, capital expenditures and dividend payments		$

Capital expenditures(3)
Estimated additional public company administrative expenses(4)
Preferred dividends on shares of junior participating preferred stock

Dividends on shares of Class A common stock and junior participating preferred stock (5)

Increase in cash		$

(1)

Assumes interest at current rates, estimated as % average interest on $ million outstanding borrowings under the new term facility and % interest on an estimated average balance of $ million under the new revolving credit facility and % commitment fee on the average unused balance of $ million under the new revolving credit facility.

(2)	Represents % interest on $ million of senior subordinated notes represented by the IDSs.

(3)

Represents our actual capital expenditures for the twelve month period. We use the term “capital expenditures” to refer to costs we incur that meet capitalization requirements under accounting principles generally accepted in the U.S. We expect capital expenditures for fiscal 2005 to be approximately $ million.

(4)

Consist of $ of estimated incremental audit fees, tax fees, director and officer liability insurance, expenses relating to the annual stockholders’ meeting, printing expenses, investor relations expenses, additional filing fees, additional trustee fees, registrar and transfer agent fees, directors’ fees, additional legal fees, listing fees and miscellaneous fees.

(5)	Assumes our initial dividend pay out of . Dividend payments are discretionary. See “Dividend Policy and Restrictions.”

Based on the foregoing, aggregate payments to IDS holders for the twelve months ended November 23, 2003 would have been as follows:


	Aggregate	Per IDS
	(in thousands)
Interest on senior subordinated notes	$	$
Dividends on shares of Class A common stock

Total payments to IDS holders	$	$

SUMMARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL AND OTHER DATA

The summary unaudited pro forma condensed combined financial data of UAP Holding Corp. give effect, in the manner described under “Unaudited Pro Forma Condensed Combined Financial Data” and the notes thereto, to the Acquisition and the Transactions, as if they occurred as of February 25, 2002 in the case of the unaudited pro forma statements of operations data and as of November 23, 2003 in the case of the unaudited pro forma balance sheet data. The unaudited pro forma financial data do not purport to represent what our results of operations or financial position would have been if the Acquisition and the Transactions had occurred as of the dates indicated or what such results will be for future periods. The results of operations for the interim periods are not necessarily indicative of the operating results for the entire year or any future period.

You should read the information contained in this table in conjunction with “—The Transactions,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Selected Historical Combined Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and the accompanying notes thereto of the ConAgra Agricultural Products Business included elsewhere in this prospectus.


	Pro Forma
	Fiscal Year Ended February 23, 2003	Thirty-Nine Weeks Ended November 23, 2003	Twelve Months Ended November 23, 2003
	(dollars in thousands)
Statement of Operations Data:
Net sales	$	$	$
Costs and expenses:
Cost of goods sold
Selling, general and administrative expenses
Corporate allocations—Selling, general and administrative expenses
Income from operations
Interest expense
Dividends on Series A Redeemable Preferred Stock
Income before income taxes
Income tax expense
Net income (f)	$	$	$

Other Operating Data:
Adjusted EBITDA (a)
Depreciation and amortization
Capital expenditures
Ratio of Adjusted EBITDA to interest expense				x
Ratio of Adjusted EBITDA to cash interest expense (b)				x
Ratio of total debt to Adjusted EBITDA (c)				x
Ratio of senior debt to Adjusted EBITDA (d)				x
Ratio of earnings to fixed charges (e)				x


		Pro Forma
		November 23, 2003
		(in thousands)
Balance Sheet Data:
Working capital		$
Total assets
Total debt (c)
Junior participating preferred stock
Stockholders’ equity

(a)

EBITDA represents net income before interest expense, finance charges, income taxes, depreciation and amortization. Adjusted EBITDA corresponds to a calculation made in the indenture for the senior subordinated notes and is calculated by adjusting EBITDA for certain items of income and expense. The adjustments to EBITDA are as follows: (1) the elimination of Businesses Not Acquired (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”); (2) the add-back of bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeds 1% of net sales; (3) the subtraction of collections of customer accounts previously written-off as bad debts; and (4) physical inventory adjustments that exceed 0.5% of the cost of goods sold for fertilizer products. We present Adjusted EBITDA because a corresponding calculation is used in the indenture for the senior subordinated notes to determine whether we may incur additional indebtedness. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP. Accordingly, Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operations or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of our operating performance or liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Obligations and Commitments” for a discussion of the application of Adjusted EBITDA as a measure of our ability to incur indebtedness under the indenture. The following table sets forth a reconciliation of our Adjusted EBITDA:


	Pro Forma
	Fiscal Year Ended February 23, 2003	Thirty-Nine Weeks Ended November 23, 2003	Twelve Months Ended November 23, 2003
	(in thousands)
Net income of the ConAgra Agricultural Products Business	$	$	$
Income tax expense

Income before income taxes
Depreciation and amortization
Interest expense and allocated finance charges (1)

EBITDA of the ConAgra Agricultural Products Business
Elimination of Businesses Not Acquired (2)

EBITDA of Acquired Businesses
Bad debt expense (3)
Collections (4)
Physical inventory adjustments (5)

Adjusted EBITDA	$	$	$

(1)

Represents third party interest expense and finance charges allocated to the ConAgra Agricultural Products Business by ConAgra Foods.

(2)

Represents the elimination of the Businesses Not Acquired in connection with the Acquisition. The specific items adjusted for include a wholesale fertilizer business, certain international crop distribution businesses and other assets not being acquired.

(3)

Represents the amount of bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeded 1% of net sales for the respective period. The covenant in the indenture governing our ability to incur additional indebtedness excludes the impact of such bad debt. Our bad debt expense (income) for the periods set forth above was ($0.4) million during fiscal 2003, $14.1 million or 0.6% of net sales during the thirty-nine weeks ended November 23, 2003, and ($3.7) million during the twelve months ended November 23, 2003.

(4)

Represents the amount of collections from customer accounts previously written-off as bad debts. The covenant in the indenture governing our ability to incur additional indebtedness excludes the impact of such collections.

(5)

Represents the amount of physical inventory adjustments during the respective period that exceeded 0.5% of the cost of goods sold for fertilizer products. The covenant in the indenture governing our ability to incur additional indebtedness excludes the impact of such adjustments. In addition, for the thirty-nine weeks ended November 23, 2003, we have reduced our Adjusted EBITDA by the difference between the actual physical inventory adjustments and 0.5% of the cost of goods sold for fertilizer products during such periods. Our inventory adjustments for the periods set forth above were $3.9 million or 1.0% of fertilizer cost of goods sold during fiscal 2003, $0.5 million or 0.1% of fertilizer cost of goods sold during the thirty-nine weeks ended November 23, 2003, and $3.6 million or 0.8% of fertilizer cost of goods sold during the twelve months ended November 23, 2003.

(b)

Cash interest expense represents interest expense less amortization of deferred financing costs and amortization of original issuance discount. Cash interest expense is presented because it is used by investors to analyze and compare operating performance, which includes a company’s ability to service and/or incur debt. However, cash interest expense should not be considered in isolation or as a substitute for cash paid for interest prepared in accordance with GAAP or as a measure of a company’s liquidity. Cash interest expense is not calculated under GAAP and therefore is not necessarily comparable to similarly titled measures of other companies. The following table reconciles the differences between cash interest expense and interest expense:


Cash interest expense		$
Amortization of original issuance discount
Amortization of deferred financing costs

Interest expense		$

(c)	Total debt excludes $ million of junior participating preferred stock.

(d)	Senior debt consists of indebtedness under the Amended Credit Facilities.

(e)

For the purposes of calculating the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes plus fixed charges. Fixed charges consist of discount and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense. The pro forma ratio of earnings to fixed charges for the fiscal year ended February 23, 2003 and the thirty-nine weeks ended November 23, 2003 was x and x, respectively.

(f)	In connection with the offering, management will receive IDSs in exchange for certain of their outstanding stock options, resulting in non-cash compensation expense to us of $ million (based on fair value of the consideration received).

SUMMARY HISTORICAL COMBINED FINANCIAL AND OTHER DATA

The following table sets forth summary historical combined financial and other data of the ConAgra Agricultural Products Business and the Acquired Businesses as of the dates and for the periods indicated. We have derived the summary historical combined statement of operations data for the fiscal years ended February 25, 2001, February 24, 2002 and February 23, 2003 and the summary historical combined balance sheet data as of February 24, 2002 and February 23, 2003 from the audited combined financial statements of the ConAgra Agricultural Products Business included elsewhere in this prospectus. We have derived the summary historical combined balance sheet data as of February 25, 2001 and November 24, 2002 from the unaudited combined financial statements of the ConAgra Agricultural Products Business that are not included herein. We have derived the summary historical combined statement of operations data for the thirty-nine weeks ended November 24, 2002 and November 23, 2003 and the summary historical combined balance sheet data as of November 23, 2003 from the unaudited condensed combined financial statements of the ConAgra Agricultural Products Business included elsewhere in this prospectus. In the opinion of management, the unaudited condensed combined financial statements include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position and results of operations for these periods.


	Historical
	Fiscal Year Ended								Thirty-Nine Weeks Ended
Financial and Other Operating Data of the ConAgra Agricultural Products Business	February 25, 2001			February 24, 2002			February 23, 2003		November 24, 2002		November 23, 2003
	(dollars in thousands)
Statement of Operations Data:
Net sales	$	2,901,350		$	2,947,064		$	2,663,647	$	2,389,574	$	2,270,751
Costs and expenses:
Cost of goods sold		2,532,497			2,597,510			2,298,678		2,095,245		1,978,918
Selling, general and administrative expenses		311,289			350,002			287,491		236,302		221,251
(Gain) loss on sale of assets		—			—			—		739		(10,522	)
Corporate allocations:
Selling, general and administrative expenses (a)		11,443			10,924			11,075		7,962		9,298
Finance charges (b)		60,077			41,143			23,141		20,594		12,637
Interest expense		4,875			5,372			1,927		1,800		704

		2,920,181			3,004,951			2,622,312		2,362,642		2,212,286

Income (loss) before income taxes		(18,831	)		(57,887	)		41,335		26,932		58,465
Income tax expense (benefit)		(6,300	)		(20,851	)		16,096		10,412		22,188

Net income (loss)	$	(12,531	)	$	(37,036	)	$	25,239	$	16,520	$	36,277

Other Operating Data:
Depreciation and amortization	$	15,719		$	18,399		$	18,069	$	13,686	$	12,147
Capital expenditures		26,978			15,165			7,988		6,583		8,367
Ratio of earnings to fixed charges (c)		—			—			2.02x		1.79x		3.48x



	Historical
Financial and Other Operating Data of the ConAgra Agricultural Products Business	As of February 25, 2001		As of February 24, 2002		As of February 23, 2003		As of November 24, 2002		As of November 23, 2003
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	146,335	$	72,692	$	28,559	$	—	$	—
Working capital		363,131		127,865		455,154		685,440		533,848
Total assets		1,820,573		1,396,155		1,352,025		1,339,842		1,124,238
Total debt		3,861		4,473		9		9		9
Stockholder’s net investment and advances		530,735		294,492		587,898		823,642		651,999


	Fiscal Year Ended							Thirty-Nine Weeks Ended
Financial and Other Operating Data of the Acquired Business	February 25, 2001		February 24, 2002			February 23, 2003		November 24, 2002		November 23, 2003
	(dollars in thousands)
Statement of Operations and Other Operating Data:
Net sales	$	2,771,625	$	2,770,192		$	2,526,765	$	2,294,119	$	2,224,107
Income (loss) before income taxes		2,874		(48,636	)		48,247		26,996		66,053
Adjusted EBITDA (d)		81,476		68,080			76,364		48,107		83,755
Depreciation and amortization		14,951		17,148			16,706		12,681		11,508
Cash paid for interest		4,934		5,319			1,980		1,826		327
Capital expenditures		23,006		13,654			6,417		5,297		8,350
Ratio of earnings to fixed charges (c)		1.04x		—			2.22x		1.77x		3.59x

Balance Sheet Data:
Cash and cash equivalents		146,335		72,692			28,559		—		—
Working capital		318,584		103,784			401,320		625,374		507,847
Total assets		1,707,496		1,298,187			1,292,700		1,331,451		1,098,636
Stockholder’s net investment and advances		507,196		266,436			563,663		829,802		627,764

(a)	Represents expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business based on specific services provided or based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries.

(b)	Represents amounts charged to the ConAgra Agricultural Products Business by ConAgra Foods on ConAgra Foods’ investment in and intercompany advances to the ConAgra Agricultural Products Business.

(c)

For the purposes of calculating the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes plus fixed charges. Fixed charges consist of discount and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense. For fiscal 2001 and 2002, the ConAgra Agricultural Products Businesses’ earnings were insufficient to cover fixed charges by $18.8 million and $57.9 million, respectively. For fiscal 2002, the Acquired Businesses’ earnings were insufficient to cover fixed charges by $48.6 million.

(d)

EBITDA represents net income (loss) before interest expense, finance charges, income taxes, depreciation and amortization. Adjusted EBITDA corresponds to a calculation made in the indenture for the senior subordinated notes and is calculated by adjusting EBITDA for certain items of income and expense. The adjustments to EBITDA are as follows: (1) the elimination of Businesses Not Acquired; (2) the add-back of bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeds 1% of net sales; (3) the subtraction of collections of customer accounts previously written-off as bad debts; and (4) physical inventory adjustments that exceed 0.5% of the cost of goods sold for fertilizer products. We present Adjusted EBITDA because a corresponding calculation is used in the indenture for the senior subordinated notes to determine whether we may incur additional indebtedness. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP. Accordingly, Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operations or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of our operating performance or liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Obligations and Commitments” for a discussion of the application of Adjusted EBITDA as a measure of our ability to incur indebtedness under the indenture. The following table sets forth a reconciliation of our Adjusted EBITDA:


	Fiscal Year Ended									Thirty-Nine Weeks Ended
	February 25, 2001			February 24, 2002			February 23, 2003			November 24, 2002			November 23, 2003
	(in thousands)
Net income (loss) of the ConAgra Agricultural Products Business	$	(12,531	)	$	(37,036	)	$	25,239		$	16,520		$	36,277
Income tax expense (benefit)		(6,300	)		(20,851	)		16,096			10,412			22,188

Income (loss) before income taxes		(18,831	)		(57,887	)		41,335			26,932			58,465
Depreciation and amortization		15,719			18,399			18,069			13,686			12,147
Interest expense and allocated finance charges (1)		64,952			46,515			25,068			22,394			13,341

EBITDA of the ConAgra Agricultural Products Business		61,840			7,027			84,472			63,012			83,953
Elimination of Businesses Not Acquired (2)		18,335			6,383			4,902			(1,752	)		6,521

EBITDA of Acquired Businesses		80,175			13,410			89,374			61,260			90,474
Bad debt expense (3)		2,784			28,533			—			—			—
Collections (4)		(1,284	)		(1,086	)		(14,869	)		(12,088	)		(5,279	)
Physical inventory adjustments (5)		(199	)		27,223			1,859			(1,065	)		(1,440	)

Adjusted EBITDA	$	81,476		$	68,080		$	76,364		$	48,107		$	83,755

(1)

Represents third party interest expense and finance charges allocated to the ConAgra Agricultural Products Business by ConAgra Foods.

(2)

(3)

Represents the amount of bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeded 1% of net sales for the respective period. The covenant in the indenture governing our ability to incur additional indebtedness excludes the impact of such bad debt. Our bad debt expense (income) for the periods set forth above was $29.2 million or 1.1% of net sales during fiscal 2001, $55.1 million or 2.0% of net sales during fiscal 2002, ($0.4) million during fiscal 2003, $17.3 million or 0.8% of net sales during the thirty-nine weeks ended November 24, 2002, and $14.1 million or 0.6% of net sales during the thirty-nine weeks ended November 23, 2003.

(4)

(5)

Represents the amount of physical inventory adjustments during the respective period that exceeded 0.5% of the cost of goods sold for fertilizer products. The covenant in the indenture governing our ability to incur additional indebtedness excludes the impact of such adjustments. In addition, for fiscal 2001 and the thirty-nine weeks ended November 23, 2003 and November 24, 2002, we have reduced our Adjusted EBITDA by the difference between the actual physical inventory adjustments and 0.5% of the cost of goods sold for fertilizer products during such periods. Our inventory adjustments for the periods set forth above were $1.6 million or 0.4% of fertilizer cost of goods sold during fiscal 2001, $29.6 million or 6.2% of fertilizer cost of goods sold during fiscal 2002, $3.9 million or 1.0% of fertilizer cost of goods sold during fiscal 2003, $0.7 million or 0.2% of fertilizer cost of goods sold during the thirty-nine weeks ended November 24, 2002 and $0.5 million or 0.1% of fertilizer cost of goods sold during the thirty-nine weeks ended November 23, 2003.

RISK FACTORS

In addition to the other information contained in this prospectus, the following factors should be considered carefully before investing in the IDSs or our senior subordinated notes. If any of the following risks actually occur, our business, results of operations or financial condition would likely suffer.

RISKS RELATING TO THE IDSs, THE SHARES OF CLASS A COMMON STOCK AND SENIOR SUBORDINATED NOTES

UAP Holdings is a holding company and relies on dividends, interest and other payments, advances and transfer of funds from its subsidiaries to meet its debt service and other obligations.

UAP Holdings has no direct operations and no significant assets other than ownership of 100% of the stock of United Agri Products. Because UAP Holdings conducts its operations through its subsidiaries, UAP Holdings depends on those entities for dividends and other payments to generate the funds necessary to meet its financial obligations, including payments of principal and interest on the senior subordinated notes, and to pay dividends with respect to the Class A common stock. Legal and contractual restrictions in agreements governing current and future indebtedness, as well as the financial condition and operating requirements of UAP Holdings’ subsidiaries, may limit UAP Holdings’ ability to obtain cash from its subsidiaries. The Amended Credit Facilities will restrict United Agri Products and its subsidiaries from paying cash dividends or making other distributions or loans to UAP Holdings unless we comply with certain financial covenants and other conditions. The earnings from, or other available assets of, UAP Holdings’ subsidiaries may not be sufficient to pay dividends or make distributions or loans to enable UAP Holdings to make payments in respect of the senior subordinated notes when such payments are due and to pay dividends on the Class A common stock. In addition, even if such earnings were sufficient, we can not assure you that the agreements governing the current and future indebtedness of UAP Holdings’ subsidiaries will permit UAP Holdings’ subsidiaries to provide UAP Holdings with sufficient dividends, distributions or loans to fund interest and principal payments on the senior subordinated notes when due, and to pay dividends on the Class A common stock.

Your rights as holders of the senior subordinated notes and guarantees thereof to receive payments will be contractually subordinated to those of holders of our senior indebtedness and may be otherwise adversely affected by our bankruptcy.

As a result of the senior subordinated nature of the senior subordinated notes and related guarantees, upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the senior subordinated notes or the subsidiary guarantees.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of the senior subordinated notes will participate with all other holders of unsecured senior subordinated indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of our senior subordinated notes may receive less, ratably, than the holders of senior indebtedness. Further, in the event of such bankruptcy proceedings, a party in interest may seek to subordinate the senior subordinated notes to all creditors under principles of equitable subordination or to recharacterize the senior subordinated notes as equity. While we believe that any such attempt should fail, there can be no assurance as to the outcome of such proceedings. In the event of such a subordination or recharacterization, you may not recover any amounts owing on the senior subordinated notes and you might be required to return any payments made to you on account of the senior subordinated notes, potentially up to six years prior to our bankruptcy.

As of November 23, 2004, on a pro forma basis after giving effect to the Transactions and the Acquisition, the senior subordinated notes and the subsidiary guarantees would have ranked junior, on a consolidated basis, to $ million of borrowings under the Amended Credit Facilities. In addition, as of , 2004, on a pro forma basis, we would have had the ability to borrow up to an additional amount of $ million under the Amended Credit Facilities (less amounts reserved for letters of credit), which would have ranked senior in right of payment to the senior subordinated notes.

Payments on the senior subordinated notes may be blocked if we default under senior indebtedness, including the Amended Credit Facilities.

If we default in the payment of any of our senior indebtedness, including the Amended Credit Facilities, we will not make any payments on the senior subordinated notes until the payment default has been cured or waived. In addition, even if we are making payments on our senior indebtedness on a timely basis, payments on the senior subordinated notes may be blocked for up to 180 days if we default on our senior indebtedness in some other manner.

Claims of noteholders will be structurally subordinated to claims of creditors of all of our existing and future non-U.S. subsidiaries all of which will not guarantee the senior subordinated notes.

The senior subordinated notes will not be guaranteed by any of our non-U.S. subsidiaries. Our non-U.S. subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the senior subordinated notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that we or the guarantors have to receive any assets of any of the foreign subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of senior subordinated notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be structurally subordinated to the claims of that subsidiaries’ creditors, including trade creditors and holders of debt of those subsidiaries. On November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, our non-U.S. subsidiaries had approximately $ million of liabilities, including trade payables. In addition, our non-U.S. subsidiaries can incur up to $ million under the Amended Credit Facilities, subject to aggregate borrowing base availability.

We also have joint ventures and subsidiaries in which we own less than 100% of the equity so that, in addition to the structurally senior claims of creditors of those entities, the equity interests of our joint venture partners or other shareholders in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with us. These joint ventures and less than wholly-owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in respect of the senior subordinated notes.

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior subordinated notes.

We have substantial indebtedness. As of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, we would have had $ million of total indebtedness, or $ million if the underwriters’ over-allotment option is exercised in full. In addition, subject to the restrictions in the indenture governing the senior subordinated notes and the Amended Credit Facilities, we may incur additional indebtedness. The high level of our indebtedness could have important consequences to you, including the following:

•

it may be more difficult for us to satisfy our obligations with respect to these senior subordinated notes and to pay dividends on the Class A common stock;

•

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

•

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

•

it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared with those of our competitors that are less highly-leveraged;

•

it may restrict our ability to make strategic acquisitions or cause us to make non-strategic divestitures; and

•

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

Servicing our debt will require a significant amount of cash. Our subsidiaries’ ability to generate sufficient cash depends on numerous factors which are beyond our control and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the senior subordinated notes, and to pay dividends on the Class A common stock.

Our ability to pay our expenses, to pay principal and interest on the senior subordinated notes and our other debt, and to pay dividends on the Class A common stock depends on our ability to generate positive cash flow in the future, which is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our subsidiaries’ operations will generate sufficient cash flow from operations or that currently anticipated cost savings and operational improvements will be realized on schedule, or at all, or that future borrowings will be available under the Amended Credit Facilities in an amount sufficient to enable us or our subsidiaries to make payments in respect of the senior subordinated notes, to pay our other debt, to pay dividends on the Class A common stock or to fund other liquidity needs.

If our subsidiaries do not have sufficient cash flow from operations, we or our subsidiaries may be required to incur additional indebtedness, refinance all or part of our existing debt or sell assets. United Agri Products’ ability to borrow funds under its Amended Credit Facilities in the future will depend on its meeting the financial covenants in such credit facility, and we cannot guarantee that sufficient borrowings will be available to us or our subsidiaries. See “Description of Other Indebtedness.” If we or our subsidiaries are required to refinance existing debt, or if we or our subsidiaries are required to sell some of our assets, we cannot guarantee that we will be able to do so on terms that are acceptable to us or at all. In addition, the terms of existing or future debt agreements, including the indenture governing the senior subordinated notes and the Amended Credit Facilities, may restrict us or our subsidiaries from effecting any of these alternatives. Any inability to generate sufficient cash flow or refinance our consolidated debt on favorable terms could significantly adversely affect our financial condition, the value of the senior subordinated notes and the Class A common stock, and our ability to make interest and principal payments with respect to the senior subordinated notes and dividend payments with respect to the Class A common stock.

Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and our subsidiaries face.

We, including our subsidiaries, may be able to incur substantial additional indebtedness in the future. Although the Amended Credit Facilities and the indenture governing the senior subordinated notes will contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, indebtedness of our subsidiaries incurred in compliance with these restrictions could be substantial. For example, the Amended Credit Facilities will provide commitments of up to $ million, $ million of which would have been available for future borrowings as of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, subject to the aggregate borrowing base availability and net of $ million in outstanding letters of credit. All of such indebtedness would have been secured and effectively senior to the senior subordinated notes. If we incur any

additional indebtedness that ranks equally with the senior subordinated notes, the holders of that debt will be entitled to share ratably with the holders of the senior subordinated notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If additional indebtedness is added to our or our subsidiaries’ current levels of indebtedness, the substantial risks described above would intensify.

Your right to receive payments on the senior subordinated notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the senior subordinated notes are unsecured and are effectively subordinated to any of our existing or future secured indebtedness, including obligations under the Amended Credit Facilities, which will be secured by a security interest in substantially all our domestic tangible and intangible assets and a portion of the stock of certain of our non-U.S. subsidiaries. In the event of a foreclosure, dissolution, winding-up, liquidation, reorganization, bankruptcy or similar proceeding involving us, the assets which serve as collateral for any secured indebtedness will be used to satisfy the obligations under the secured indebtedness before any payments are made on the senior subordinated notes. In any such event, because the senior subordinated notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

As of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, we would have had $ million of senior secured indebtedness (all of which would have been indebtedness under the Amended Credit Facilities, and which would not have included availability of $ million under the Amended Credit Facilities, which availability is subject to the aggregate borrowing base availability and net of $ million in outstanding letters of credit). The indenture permits the incurrence of substantial additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness.

If we or our subsidiaries default on our or their obligations to pay our or their indebtedness, or fail to comply with other covenants thereunder, we may not be able to make payments on the senior subordinated notes and the Class A common stock.

Any default under the agreements governing our subsidiaries’ indebtedness, including a default under the Amended Credit Facilities that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the senior subordinated notes, and dividends with respect to the Class A common stock, and substantially decrease the market value of the IDSs and separate senior subordinated notes. If we or our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, interest and liquidated damages, if any, on our or their indebtedness, or if we or our subsidiaries otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our or their indebtedness (including the Amended Credit Facilities and our guarantee thereof), we or they could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and liquidated damages, if any, the lenders under the Amended Credit Facilities could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our or our subsidiaries’ assets, and we or our subsidiaries could be forced into bankruptcy or liquidation. If our or our subsidiaries’ operating performance declines, we may need to seek to obtain waivers from the required lenders under the Amended Credit Facilities to avoid being in default. If we or our subsidiaries breach the covenants under the Amended Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the Amended Credit Facilities, the lenders could exercise their rights as described above, and we and our subsidiaries could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness” and “Description of Senior Subordinated Notes.”

The indenture governing the senior subordinated notes and the Amended Credit Facilities will impose significant operating and financial restrictions on us. These restrictions will limit our ability, among other things, to:

•

incur additional indebtedness;

•

acquire the assets of, or merge or consolidate with, other companies;

•

pay dividends or make other distributions on our capital stock or repurchase, repay or redeem the senior subordinated notes, subordinated debt and our capital stock;

•

make certain investments;

•

incur liens;

•

make capital expenditures;

•

enter into certain types of transactions with our stockholders and affiliates;

•

limit dividends or other payments by our restricted subsidiaries to us; and

•

transfer or sell certain or all or substantially all of our assets.

In addition, the Amended Credit Facilities, for which we will be a guarantor, will require us to maintain certain financial ratios. See “Description of Other Indebtedness.” We may not be able to maintain these ratios. Covenants in the Amended Credit Facilities may also impair our ability to finance future operations or capital needs or to enter into acquisitions or joint ventures or engage in other favorable business activities.

If we default under the Amended Credit Facilities or we fail to satisfy the financial covenants under the Amended Credit Facilities, we could directly or indirectly be prohibited from making any payments with respect to the IDSs or our senior subordinated notes. In addition, the lenders under the Amended Credit Facilities could require immediate repayment of the entire principal that is outstanding under those facilities. If those lenders require immediate repayment, our assets may not be sufficient to repay them and also repay the senior subordinated notes in full.

Federal and state laws permit a court to void the senior subordinated notes or the subsidiary guarantees under certain circumstances.

The senior subordinated notes will be guaranteed by all our wholly owned domestic restricted subsidiaries. Both the issuance of the senior subordinated notes and the guarantees may be subject to review under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of our or the guarantor’s unpaid creditors. Under these laws, a court could void the obligations under the senior subordinated notes or the guarantees, further subordinate the senior subordinated notes or the guarantees to the presently existing or future indebtedness of ours or such guarantor or take other action detrimental to holders of the senior subordinated notes and the guarantees thereof, if, among other things, at the time the indebtedness was incurred, we or the guarantors:

•

issued the senior subordinated notes or the guarantees to delay, hinder or defraud present or future creditors; or

•

received less than reasonably equivalent value or fair consideration for issuing the senior subordinated notes or the guarantees at the time of issuance of the senior subordinated notes or the guarantees and:

•

were insolvent or rendered insolvent by reason of issuing the senior subordinated notes or the guarantees;

•

were engaged, or about to engage, in a business or transaction for which the remaining unencumbered assets constituted unreasonably small capital to carry on our or the guarantor’s business; or

•

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

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer had occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

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

•

it could not pay its debts as they become due.

We cannot be sure of the standard that a court would use to determine whether or not we or a guarantor were solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the senior subordinated notes or the guarantees would not be voided or that the senior subordinated notes or the guarantees would not be subordinated to the presently existing indebtedness of our or such guarantor. If such a case were to occur, the senior subordinated notes or the guarantees could also be subject to the claim that, since the senior subordinated notes or the guarantees were incurred for the benefit of the holders of our equity and only indirectly for the benefit of us or the guarantor, our obligations or the obligations of the applicable guarantor were incurred for less than fair consideration.

The indenture relating to the senior subordinated notes will provide that we may, after complying with certain conditions, defease the senior subordinated notes and be released from our obligations under many of the covenants contained in the indenture, or discharge all our obligations under the indenture within a year of the maturity date or a redemption date. One of the conditions to such defeasance or discharge is that we deposit sufficient funds with the trustee to pay the principal, interest and premium on the outstanding senior subordinated notes through maturity or an applicable redemption date. If a bankruptcy or reorganization proceeding is initiated within the applicable preference period, which generally varies from 90 days to one year, the deposit would likely be subject to review under federal bankruptcy law and comparable provisions of state law. In such an event, a court may void the deposit of funds with the trustee as a preferential transfer and recover such funds for the benefit of the bankruptcy estate and/or otherwise order that the funds be made available to satisfy claims of other creditors. In addition, under the fraudulent conveyance laws described above, a court could also void the deposit of funds or take other actions detrimental to you. The indenture will permit us to finance the defeasance deposit by issuing secured debt that we would not otherwise be permitted to incur under the indenture. In the event that the payments used to defease the senior subordinated notes are found to be a preferential transfer or a fraudulent conveyance, any claims arising out of or relating to the senior subordinated notes would be effectively subordinated in right of payment to any of our secured debt, including the secured debt incurred to finance the defeasance, to the extent of the value of the assets securing that debt. Your ability to recover on the senior subordinated notes after a defeasance or discharge may be reduced or eliminated as a result of these risks.

You may not receive the level of dividends provided for in our dividend policy, which our board of directors is expected to adopt upon the closing of this offering, or any dividends at all.

Our board of directors may, in its discretion, amend or repeal the dividend policy it is expected to adopt upon the closing of this offering. Our board of directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. The Amended Credit Facilities, the indenture governing the senior subordinated notes and the terms of our junior participating preferred stock will contain significant restrictions on our ability to make dividend payments. In addition, certain provisions of the Delaware General Corporation Law may limit our ability to pay dividends.

The indenture governing the senior subordinated notes will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends.

Although the Amended Credit Facilities and the indenture governing our senior subordinated notes will have some limitations on our ability to pay dividends, they will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends and, following completion of this offering, we intend to pay

quarterly dividends as described herein. Specifically, the indenture governing our senior subordinated notes will permit us to pay dividends on our common stock up to an aggregate amount in any fiscal quarter not to exceed 85% of our excess cash (which is Adjusted EBITDA, as defined in the indenture, minus the sum of cash interest expense and income tax expense) for the 12-month period ending on the last day of our then most recently ended fiscal quarter for which internal financial statements are available at the time such dividend is declared divided by four. Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations under the senior subordinated notes.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

As of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, our total assets included intangible assets in the amount of $ million, representing approximately % of our total consolidated assets. The value of these intangible assets will continue to depend significantly upon the continued profitability of the respective brands. As a result, in the event of a default on our senior subordinated notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

Subject to certain limitations, we may defer interest on the senior subordinated notes at any time at our option. If we defer interest we will not be permitted to make any payment of dividends so long as any deferred interest or interest on deferred interest remains outstanding.

Prior to , 2009, subject to certain limitations, interest payments on the senior subordinated notes may be deferred, at our option, on one or more occasions for eight quarters in the aggregate. In addition, after , 2009 but before , 2014 and during the term of each additional five-year term of the senior subordinated notes, if any, subject to certain limitations, interest payments may be deferred, at our option, on one occasion for not more than three quarters. After the end of any interest deferral period occurring before , 2009, deferred interest, together with any accrued interest thereon, will be required to be repaid on , 2009. Consequently, you may be owed a substantial amount of deferred interest that will not be due and payable until such date. All interest deferred after , 2009 and prior to , 2014, together with any accrued interest thereon, must be repaid on , 2014, and all interest deferred during any additional five-year term, together with any accrued interest thereon, must be repaid on the last day of such five-year term. Consequently, you may be owed a substantial amount of deferred interest that will not be due and payable until such date. During any interest deferral period and so long as any deferred interest or interest on deferred interest remains outstanding, we will not be permitted to make any payment of dividends with respect to shares of our Class A common stock and shares of our junior participating preferred stock.

Deferral of interest payments would have adverse tax consequences for you and may adversely affect the trading price of the IDSs or the separately held senior subordinated notes.

If interest payments on the senior subordinated notes are deferred, you will be required to recognize interest income for U.S. federal income tax purposes in respect of interest payments on the senior subordinated notes represented by the IDSs or the separately held senior subordinated notes, as the case may be, held by you before you receive any cash payment of this interest. In addition, you will not receive this cash if you sell the IDSs or the separately held senior subordinated notes, as the case may be, before the end of any deferral period or before the record date relating to interest payments that are to be paid. If interest is deferred, the IDSs or the separately held senior subordinated notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the senior subordinated notes. In addition, the fact that we may defer payments of interest on the senior subordinated notes under certain circumstances may mean that the market price for the IDSs or the separately held senior subordinated notes may be more volatile than other securities that do not have this term.

The U.S. federal income tax consequences of the issuance, purchase, ownership and disposition of IDSs are unclear.

No statutory, judicial or administrative authority directly addresses the treatment of the IDSs or instruments similar to the IDSs for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs are unclear. We believe that an IDS should be treated as a unit representing a share of Class A common stock and $ principal amount of senior subordinated notes. However, the Internal Revenue Service or the courts may take the position that the senior subordinated notes included in the IDSs are equity, which could adversely affect the amount, timing and character of income, gain or loss in respect of your investment in IDSs, and materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. This would reduce our after-tax cash flow and materially and adversely affect our ability to make interest and dividend payments on the senior subordinated notes, including the separate senior subordinated notes, and the Class A common stock. In addition, non-U.S. holders could be subject to withholding with regard to the senior subordinated notes included in the IDSs in the same manner as they will be with regard to the Class A common stock and it could subject us to liability for withholding taxes that were not collected on payments of interest. Payments to non-U.S. holders would not be grossed-up for any such taxes. For discussion of these tax-related risks, see “Material U.S. Federal Income Tax Considerations.”

Future changes that increase cash taxes payable by us could significantly decrease our future cash flow available to make interest and dividend payments with respect to the IDSs and the separate senior subordinated notes.

We have been permitted and expect to continue to take certain deductions from our taxable income in computing our cash taxes. In connection with this offering we have assumed that we will be able to take an aggregate of approximately $ million in incremental deductions from taxable income relating to the redemption or repayment of our outstanding indebtedness and other costs due to the exercise of certain management options. In addition, we are able to amortize certain intangible assets within the meaning of Section 197 of the Internal Revenue Code of 1986. This enables us to amortize for tax purposes approximately $ million annually through , approximately $ million for fiscal , approximately $ million for fiscal and , and approximately $ million for fiscal through . We project that this tax deduction will have a positive impact on free cash flow of approximately $ million annually through , $ million for fiscal , $ million for fiscal and fiscal , and $ million for fiscal through . If there is a change in U.S. federal tax law that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

The allocation of the purchase price of the IDSs may not be respected.

The purchase price of each IDS must be allocated between the share of Class A common stock and senior subordinated note represented thereby in proportion to their respective fair market values at the time of purchase. We expect to report the initial fair market value of each share of Class A common stock as $ and the initial fair market value of each of our senior subordinated notes represented by an IDS as $ and, by purchasing IDSs, you will agree to and be bound by such allocation, assuming an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. If this allocation is not respected, it is possible that the senior subordinated notes will be treated as having been issued with OID (if the allocation to the senior subordinated notes were determined to be too high) or amortizable bond premium (if the allocation to the senior subordinated notes were determined to be too low). You generally would have to include OID in income in advance of the receipt of cash attributable to that income and would be able to elect to amortize bond premium over the term of the senior subordinated notes.

If we subsequently issue senior subordinated notes with significant original issue discount, we may not be able to deduct all the interest on those senior subordinated notes.

It is possible that senior subordinated notes we issue in a subsequent issuance will be issued at a discount to their face value and, accordingly, could have “significant original issue discount” and thus be classified as “applicable high yield discount obligations,” or AHYDOs. If any such senior subordinated notes were so treated, a portion of the OID on such senior subordinated notes would be nondeductible by us and the remainder would

be deductible only when paid. This treatment would have the effect of increasing our taxable income and may adversely affect our cash flow available for interest payments and distributions to our equityholders.

Subsequent issuances of senior subordinated notes may cause you to recognize OID and suffer other adverse consequences.

The indenture governing the senior subordinated notes will provide that, in the event there is a subsequent issuance of senior subordinated notes with a new CUSIP number having terms that are otherwise identical (other than issuance date) to the senior subordinated notes represented by the IDSs and the senior subordinated notes sold separately in this offering, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that a portion of such holder’s senior subordinated notes will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, immediately following such subsequent issuance and exchange, each holder of senior subordinated notes, held either as part of IDSs or separately, will own an inseparable unit composed of a proportionate percentage of senior subordinated notes of each separate issuance. Therefore, subsequent issuances of senior subordinated notes with OID may adversely affect your tax treatment by increasing the OID, if any, that you were previously accruing with respect to the senior subordinated notes represented by your IDSs or separately held. Furthermore, it is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange.

Following any subsequent issuance and exchange of senior subordinated notes with OID, we (and our agents) will report any OID on the subsequently issued senior subordinated notes ratably among all holders of IDSs and separately held senior subordinated notes, and each holder of IDSs and separately held senior subordinated notes will, by purchasing IDSs or separately held senior subordinated notes, agree to report OID in a manner consistent with this approach. However, the Internal Revenue Service may assert that any OID should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and thus may challenge the holders’ reporting of OID on their tax returns. In such case, the Internal Revenue Service might further assert that, unless a holder can establish that it is not a person that initially acquired such subsequently issued senior subordinated notes (or a transferee thereof), all of the senior subordinated notes held by such holder have OID. Any of these assertions by the Internal Revenue Service could create significant uncertainties in the pricing of IDSs and senior subordinated notes and could adversely affect the market for IDSs and senior subordinated notes.

For a discussion of these tax related risks, see “Material U.S. Federal Income Tax Considerations.”

The aggregate stated principal amount of the senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and automatic exchange. However, under New York and federal bankruptcy law, holders of subsequently issued senior subordinated notes having OID may not be able to collect the portion of their principal face amount that represents unamortized OID at the acceleration or filing date in the event of an acceleration of the senior subordinated notes or our bankruptcy prior to the maturity date of the senior subordinated notes. As a result, an automatic exchange that results in a holder receiving a senior subordinated note with OID could have the effect of ultimately reducing the amount such holder can recover from us in the event of an acceleration or bankruptcy.

Before this offering, there has not been a public market for our IDSs, shares of our Class A common stock or the senior subordinated notes. The price of the IDSs and separate senior subordinated notes may fluctuate substantially, which could negatively affect IDS holders or holders of separate senior subordinated notes.

None of the IDSs, the shares of our Class A common stock or senior subordinated notes has a public market history. In addition, there has not been an active market in the United States for securities similar to the IDSs. We cannot assure you that an active trading market for the IDSs and the senior subordinated notes sold separately in

this offering will develop in the future, or that an active trading market for the shares of our Class A common stock will develop until the senior subordinated notes are redeemed or mature, if at all. If the senior subordinated notes represented by your IDSs are redeemed or mature, the IDSs will automatically separate and you will then hold the shares of our Class A common stock. We do not intend to list our senior subordinated notes on any securities exchange.

The initial public offering price of the IDSs and the senior subordinated notes sold separately in this offering will be determined by negotiations among us, our principal equity sponsor and the representatives of the underwriters and may not be indicative of the market price of the IDSs and the senior subordinated notes sold separately in this offering after the offering. Factors such as quarterly variations in our financial results and dividend payments, announcements by us or others, developments affecting us, our clients and our suppliers, general interest rate levels and general market volatility could cause the market price of the IDSs and the senior subordinated notes sold separately in this offering to fluctuate significantly.

If interest rates rise, the trading value of our IDSs and the senior subordinated notes sold separately in this offering may decline.

We cannot predict the interest rate environment or guarantee that interest rates will not rise in the near future. Should interest rates rise or should the threat of rising interest rates develop, debt markets may be adversely affected. As a result, the trading value of our IDSs and senior subordinated notes may decline.

Future sales or the possibility of future sales of a substantial amount of IDSs, shares of our Class A common stock or the senior subordinated notes may depress the price of the IDSs, shares of our Class A common stock and the senior subordinated notes.

Future sales or the availability for sale of substantial amounts of IDSs or shares of our Class A common stock or a significant principal amount of the senior subordinated notes in the public market could adversely affect the prevailing market price of the IDSs, shares of our Class A common stock and the senior subordinated notes and could impair our ability to raise capital through future sales of our securities.

After consummation of the Transactions, we anticipate that our principal equity sponsor will own shares of our junior participating preferred stock (or shares of our junior participating preferred stock, if the underwriters’ over-allotment option is exercised in full). Subject to satisfaction of the Conversion Conditions, such shares will initially be convertible into IDSs (or IDSs, if the underwriters’ over-allotment option is exercised in full).

We may issue shares of our Class A common stock and senior subordinated notes, which will be in the form of IDSs, or other securities from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our Class A common stock and the aggregate principal amount of senior subordinated notes, which may be in the form of IDSs, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those IDSs, shares of our Class A common stock, senior subordinated notes or other securities in connection with any such acquisitions and investments.

Our amended certificate of incorporation and by-laws and several other factors could limit another party’s ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

Our amended certificate of incorporation and by-laws contain certain provisions that may make it difficult for another company to acquire us and for you to receive any related takeover premium for your securities. For example, our amended certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our

Class A common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

You will be immediately diluted by $ per share of Class A common stock if you purchase IDSs in this offering.

If you purchase IDSs in this offering, based on the book value of the assets and liabilities reflected on our balance sheet, you will experience an immediate dilution of $ per share of Class A common stock represented by the IDSs, which exceeds the entire price allocated to each share of Class A common stock represented by the IDSs in this offering, because there will be a net tangible book deficit for each share of Class A common stock outstanding immediately after this offering. Our net tangible book deficiency as of , 2004, after giving effect to this offering, was approximately $ million, or $ per share of Class A common stock.

We may not be able to repurchase the senior subordinated notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase the outstanding senior subordinated notes at 101% of their principal amount at the date of repurchase unless such senior subordinated notes have been previously called for redemption. We may not have sufficient financial resources to purchase all of the senior subordinated notes that are tendered upon a change of control offer. Furthermore, the Amended Credit Facilities, with certain limited exceptions, will prohibit the repurchase or redemption of the senior subordinated notes before their stated maturity. Consequently, lenders thereunder may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders. We cannot assure you that we would be able to obtain such waivers or refinance our indebtedness on terms acceptable to us, or at all. Finally, the occurrence of a change of control could also constitute an event of default under the Amended Credit Facilities, which could result in the acceleration of all amounts due thereunder. See “Description of Senior Subordinated Notes—Repurchase at the Option of Holders—Change of Control.”

Retained ownership by our existing owners may prevent you from receiving a premium in the event of a change of control and may create conflicts of interest.

Upon the completion of the Transactions, Apollo will own approximately % of the voting power of UAP Holdings’ stock, or approximately % if the underwriters’ over-allotment option is exercised in full. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control, merger or tender offer, which would deprive you of an opportunity to receive a premium for your IDSs and may negatively affect the market price of the IDSs.

RISKS RELATING TO OUR BUSINESS

Our and our customers’ businesses are subject to seasonality and this may affect our revenues, carrying costs and collection of receivables.

Our and our customers’ businesses are seasonal, based upon the planting, growing and harvesting cycles. During fiscal 2002 and 2003, at least 75% of our net sales occurred during the first and second fiscal quarters of each year because of the condensed nature of the planting season. Since interim period operating results reflect the seasonal nature of our business, they are not indicative of results expected for the full fiscal year. In addition, quarterly results can vary significantly from one year to the next due primarily to weather-related shifts in planting schedules and purchase patterns. We incur substantial expenditures for fixed costs throughout the year and substantial expenditures for inventory in advance of the spring planting season.

Seasonality also relates to the limited windows of opportunity that our customers have to complete required tasks at each stage of crop cultivation. Should events such as adverse weather or transportation interruptions

occur during these seasonal windows, we would face the possibility of reduced revenue without the opportunity to recover until the following season. In addition, because of the seasonality of agriculture, we face the risk of significant inventory carrying costs should our customers’ activities be curtailed during their normal seasons. The seasonality of our industry can also affect the amount of bad debt that we are forced to carry on our books and can negatively impact our accounts receivable collections. We cannot assure you that we will not experience a material adverse effect on our business arising from the seasonality of the industry we serve. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality.”

Weather conditions may materially impact the demand for our products and services.

Weather conditions have a significant impact on the farm economy and, consequently, on our operating results. Weather conditions affect the demand for, and in some cases the supply of, products, which, in turn, has an impact on our prices. For example, weather patterns such as flood, drought or frost can cause crop failures that in turn affect the supply of feed and seed and the marketing of grain products, as well as the demand for fertilizer, crop protectants, seeds and other agronomic supplies. In recent years, we have experienced unusually severe weather conditions, including ice storms, floods and wind damage, and a summer dearth of water and pasture in some states. Adverse weather conditions can also impact the financial position of agricultural producers who do business with us, including producers to whom we extend credit. This, in turn, may adversely affect the ability of those producers to repay their obligations to us in a timely manner, or at all. Accordingly, the weather can have a material effect on our business, financial condition, results of operations and liquidity.

Our industry is very competitive and increased competition could reduce our sales and profit margins.

We operate in a highly competitive industry, particularly with respect to price and service. Our principal competitors in the distribution of crop production inputs include agricultural cooperatives, national fertilizer producers, major grain companies and independent distributors and brokers. Some of our competitors have greater financial, marketing and research and development resources, or better name recognition, than we do and can better withstand adverse economic or market conditions. In addition, as a result of increased pricing pressures caused by competition, we may experience reductions in the profit margins on sales, or may be unable to pass future material price increases on to our customers, which would also reduce profit margins.

Our success depends on a limited number of key employees and we may not be able to adequately replace them if they leave.

We believe that the success of our business strategy and our ability to operate profitably depend on the continued employment of our senior management team. The loss of the services of some of these key employees could have a material adverse effect on us. In order to induce our key employees to remain with us, we entered into retention agreements with each such employee. Pursuant to these retention agreements, each of our key employees has been granted restricted units in UAP Holdings, a portion of which will be repurchased with the proceeds of this offering and the remainder of which we expect to exchange for IDSs in the Recapitalization. In addition, these same employees have been issued stock options in UAP Holdings that vest in three separate tranches. We expect to cause all Tranche B and Tranche C stock options, which are subject to performance-based vesting, to become fully vested and to exchange additional IDSs for such stock options. See “Management.”

While we believe that our overall compensation packages for our key employees will encourage them to stay with us, we cannot assure you that we will be able to retain our existing team of key employees, attract additional qualified employees or fill new senior management positions or vacancies created by expansion or turnover.

Government regulation and agricultural policy may affect the demand for our products, and therefore our financial viability.

Existing and future government regulations and laws may greatly influence how we operate our business, our business strategy and, ultimately, our financial viability. Existing and future laws may impact the amounts and locations of fertilizer and pesticide applications. The federal Clean Water Act and the equivalent state and

local water pollution control laws are designed to protect water quality. The application of fertilizer and pesticides have been identified as a source of water pollution and are currently regulated and may be more closely regulated in the future. This regulation may lead to decreases in the quantity of fertilizer and pesticides applied to crops. The application of fertilizers can also result in the emissions of nitrogen compounds and particulate matter to the air. Compliance with future requirements to limit these emissions under the federal Clean Air Act and state equivalents may affect the quantity of fertilizer used by our customers.

U.S. governmental policies and regulations may directly or indirectly influence the number of acres planted, the level of inventories, the mix of crops planted, crop prices and the amounts of and locations where fertilizers and pesticides may be applied. The market for our products could also be affected by challenges brought under the Endangered Species Act and by changes in regulatory policies affecting genetically modified seeds. We cannot predict the future regulatory framework of our business.

We are subject to expenses, claims and liabilities under environmental, health and safety laws and regulations.

We operate in a highly regulated environment. As a producer and distributor of crop production inputs, we must comply with federal, state and local environmental, health and safety laws and regulations. These regulations govern our operations and our storage, handling, discharge and disposal of a variety of substances. Our operations are regulated at the federal level under the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, and at the state level under analogous state laws and regulations. As a formulator, seller and distributor of crop production inputs, we are also subject to registration requirements under the Federal Insecticide, Fungicide, and Rodenticide Act and related state statutes, which require us to provide information to regulatory authorities regarding the benefits and risks of the products we sell and distribute, and to update that information. Risk information supplied to governmental authorities by us or others could result in the cancellation of products or in limitations on their use. In addition, these laws govern information contained in product labels and in promotional materials, require that products are manufactured in adherence to manufacturing specifications, and impose reporting and recordkeeping requirements relating to production and sale of certain pesticides. Non-compliance with these environmental, health and safety laws can result in significant fines or penalties or restrictions on our ability to sell or transport products.

Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, we could be held jointly and severally responsible for the removal or remediation of any hazardous substance contamination at facilities that currently own or operate, at facilities that we owned or operated in the past, at neighboring properties to which such contamination has migrated from our facilities, and at third party waste disposal sites to which we have sent wastes. From time to time claims have been made against us for consequences arising out of human exposure to these substances or other environmental damage, including property and natural resource damages. Currently, four such claims are pending in relation to our Greenville, Mississippi facility.

We may incur substantial costs to comply with these environmental, health and safety law requirements. We may also incur substantial costs for liabilities arising from past releases of, or exposure to, hazardous substances. In addition, we may discover currently unknown environmental problems or conditions. We cannot assure you that the continued compliance with environmental laws, the discovery of currently unknown environmental problems or conditions, changes in environmental, health and safety laws and regulations or other unanticipated events will not give rise to claims that may involve material expenditures or liabilities by us.

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

Certain of our borrowings, primarily borrowings under the Amended Credit Facilities, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net

income and cash available for servicing our other indebtedness, including the senior subordinated notes, would decrease.

Our profitability depends significantly on rebates from our vendors. If we are unsuccessful in earning, negotiating or collecting rebates, it could have an adverse impact on our business.

We receive rebates from crop protection chemicals and seed vendors based on programs offered by our suppliers to all of their customers. The programs vary based on product type and specific vendor practice. The majority of the rebate programs run on a crop year basis, typically from October 1st to September 30th, although other periods are sometimes utilized. The majority of these rebates are product-specific and are based on our sales of that product in a given crop year. We also negotiate individually with our vendors for additional rebates after the conclusion of the crop year and often several months after we have purchased and sold the products for which we are negotiating rebates. These individually negotiated rebates are based on various goals, such as our ability to grow sales of a particular vendor’s products at a faster rate than that vendor’s aggregate growth in sales for the same year, as well as increasing the percentage of our aggregate sales represented by a vendor’s product line as compared with our sales of the vendor’s competitors’ product lines and rebates in response to lower prices from a vendor’s competitors.

Our ability to earn, negotiate and collect rebates is critical to the success of our business. Generally, we sell the crop protection chemicals and seed we purchase from vendors at a reduced margin, with the profit from any sales of such products being made primarily from rebates from vendors. We price our products to our customers based on the amount of rebates we expect to receive at year-end.

Because the amount of rebates we earn is directly related to the performance of our business and because the nature of the rebate programs and the amount of rebates available are determined by our vendors, there can be no assurance as to the amount of rebates we will receive in any given year. If our sales in any crop year are lower than expected, either because of poor weather conditions, increased competition or for any other reason, we will earn fewer rebates, and our gross margins may suffer. Additionally, our vendors may reduce the amount of rebates offered under their programs, or increase the sales goals or other conditions we must meet to earn rebates to levels that we cannot achieve. Finally, our ability to negotiate individually for additional rebates may cease or become limited, and our efforts to collect cash rebates periodically throughout the year may be unsuccessful. The occurrence of any of these events could have an adverse impact on our margins, net income or business.

USE OF PROCEEDS

The table below sets forth our estimate of the sources and uses of funds required to effect the Transactions, assuming the Transactions all occurred as of , 2004 and 100% of the 8¼% Senior Notes and 10¾% Senior Discount Notes are repurchased in the Tender Offers. See “Prospectus Summary—The Transactions.” The estimated sources and uses are based on an assumed initial public offering price of $ per IDS (which represents the mid-point of the range set forth on the cover page of this prospectus) and the sale of $ million aggregate principal amount of our senior subordinated notes that are being sold separately from the IDSs. Actual amounts may vary from the amounts shown below.


Sources		Amount
(in millions)
Cash in hand		$
New term loan facility
IDSs offered hereby(1)
Senior subordinated notes offered hereby separately from the IDSs
Total sources		$
Uses		Amount
(in millions)
Repurchase of 8¼% Senior Notes(2)
Repurchase of 10¾% Senior Discount Notes(3)
Repurchase of Series A Redeemable Preferred Stock(4)
Repurchase of common stock(5)
Transaction fees and expenses
Total uses		$

(1)	If the over-allotment option is exercised in full, the net proceeds from the IDS offering will be approximately $ million.

(2)

(3)

(4)	Reflects the redemption of all our issued and outstanding Series A Redeemable Preferred Stock from ConAgra Foods.

(5)	Reflects the repurchase of shares of our outstanding common stock from our existing stockholders. If the underwriters exercise their over-allotment option in full, we will use all of the additional proceeds to repurchase additional shares of our outstanding common stock.

DIVIDEND POLICY AND RESTRICTIONS

Upon the closing of this offering, our board of directors expects to adopt a dividend policy pursuant to which, if and to the extent we have available cash for distribution to the holders of shares of our Class A common stock as of , , and of each fiscal year, and subject to applicable law, as described below, and the Amended Credit Facilities, the indenture governing our senior subordinated notes, any other then outstanding indebtedness of ours and the terms of our junior participating preferred stock, our board of directors will declare cash dividends on our Class A common stock. The initial dividend rate is expected to be $ per share of Class A common stock per annum, subject to adjustment. We will pay these dividends quarterly on , , and .

If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash for those purposes it decides necessary including, but not limited to, funding capital expenditures or acquisitions, repaying indebtedness, paying additional dividends or for general corporate purposes.

The indenture governing the senior subordinated notes will restrict our ability to declare and pay dividends on our Class A common stock and junior participating preferred stock as follows:

•

we may not pay dividends on our capital stock, including the Class A common stock and the junior participating preferred stock, at any time that a default or event of default has occurred and is continuing under such indenture;

•

we may pay dividends on our Class A common stock up to an aggregate amount in any fiscal quarter not to exceed 85% of our excess cash (which is Adjusted EBITDA, as defined in the indenture, minus the sum of cash interest expense and income tax expense) for the 12-month period ending on the last day of our then most recently ended fiscal quarter for which internal financial statements are available at the time such dividend is declared and paid divided by four; and

•

we may not pay any dividends while interest on the senior subordinated notes is being deferred or, after the end of any interest deferral, so long as any deferred interest or interest on deferred interest has not been paid in full.

See “Description of Senior Subordinated Notes” for a complete description of this dividend restriction.

The Amended Credit Facilities will also restrict our ability to declare and pay dividends on our Class A common stock. See “Description of Other Indebtedness.”

The terms of the junior participating preferred stock that we plan to issue to our principal equity sponsor concurrently with the consummation of this offering will prohibit us from paying dividends on our Class A common stock unless we have paid in full all accrued preferred dividends thereon. The holders of outstanding shares of junior participating preferred stock will be entitled to receive, when, as and if declared by the board of directors, out of funds legally available therefor, with respect to each share of junior participating preferred stock, quarterly preferred dividends in an amount equal to the product of (i) the liquidation preference of such share multiplied by (ii) a per annum dividend rate equal to the per annum interest rate on the senior subordinated notes. The initial liquidation preference of each share of junior participating preferred stock will equal the principal amount of a senior subordinated note represented by one IDS. To the extent such preferred dividends are not paid in cash on a dividend payment date, they will be added to the liquidation preference of such share. Dividends will accrue whether or not earned or declared (and regardless of whether sufficient funds are legally available therefore) and will be cumulative from the issue date. The holders of junior participating preferred stock will also participate in all dividends declared and paid to holders of UAP Holdings’ Class A common stock on an “as if” converted basis.

Our board of directors may, in its discretion, amend or repeal this dividend policy with respect to the Class A common stock. Our board of directors may decrease the level of dividends provided for the Class A common stock in this dividend policy or discontinue entirely the payment of dividends.

Our ability to pay future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our “surplus” (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years.

We have not paid dividends in the past, except for an extraordinary dividend that we paid with the proceeds of the 10³/4% Senior Discount Notes.

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of November 23, 2003 of (i) the ConAgra Agricultural Products Business on an actual basis and (ii) our business on a pro forma basis giving effect to the Acquisition and the Transactions, assuming no exercise of the underwriters’ over-allotment option and 100% of the 8¼% Senior Notes and 10¾% Senior Discount Notes are tendered and repurchased in the Tender Offers. The information should be read in conjunction with “Prospectus Summary—The Transactions,” “Use of Proceeds,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited historical condensed combined financial statements and the accompanying notes thereto appearing elsewhere in this prospectus.


	As of November 23, 2003
	ConAgra Agricultural Products Business Actual		UAP Holdings Pro Forma for the Acquisition and the Transactions
	(in millions)
Cash and cash equivalents	$	—	$
Debt:
Amended Credit Facilities
Revolving credit facility		—
Term loan facility		—
% senior subordinated notes due 2014 (1)		—
Total debt
Junior participating preferred stock (2)		—
Total stockholders’ equity (3)		713.9
Total capitalization	$	713.9	$

⁽¹⁾	Includes senior subordinated notes represented by IDSs and senior subordinated notes sold separately.

⁽²⁾

Subject to satisfaction of the Conversion Conditions, each share of junior participating preferred stock will be convertible at the option of the holder into either one IDS or, if the IDSs have automatically separated prior to the time of such conversion, (x) one or more senior subordinated notes having an aggregate principal amount equal to the liquidation preference of such share and (y) one share of Class A common stock. Accordingly, a portion of the junior participating preferred stock that is convertible into senior subordinated notes has been classified as mezzanine equity. See “Description of Capital Stock—Junior Participating Preferred Stock.”

⁽³⁾	In connection with the Tender Offers, we expect to pay approximately $ in transaction fees and expenses which will be reflected as a charge to earnings and reduction in stockholders equity.

DILUTION

Dilution is the amount by which the portion of the price paid by the purchasers of the IDSs in the offering that is allocated to our shares of Class A common stock exceeds the net tangible book value or deficiency per share of our Class A common stock after the offering. Net tangible book value or deficiency per share of our Class A common stock is determined at any date by subtracting our total liabilities from our total assets less our intangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding at that date.

For purposes of calculating dilution below, we have assumed that as of , 2004 all of the junior participating preferred stock to be issued to our existing stockholders has been converted into IDSs.

Our net tangible book deficiency as of , 2004 was approximately $ million, or $ per share of Class A common stock. After giving effect to this offering and the Transactions, including the use of proceeds as described in this prospectus, and assuming that all of the 8¹/4% Senior Notes and 10³/4% Senior Discount Notes are repurchased in the Tender Offers, our pro forma net tangible book deficiency as of , 2004 would have been approximately $ million, or $ per share of Class A common stock. This represents an immediate increase in net tangible book value of $ per share of our Class A common stock to our existing stockholders and an immediate dilution of $ per share of our Class A common stock to new investors purchasing Class A common stock represented by the IDSs in this offering.

The following table illustrates this substantial and immediate dilution to new investors:


	Per Share of Class A Common Stock Assuming No Exercise of the Underwriters’ Over-Allotment Option	Per Share of Class A Common Stock Assuming Full Exercise of the Underwriters’ Over-Allotment Option
Portion of the assumed initial offering price of $ per IDS allocated to one share of Class A common stock
Net tangible book value (deficiency) per share as of , 2004 (actual)
Increase per share attributable to cash payments made by investors in this offering
Net tangible book value (deficiency) as adjusted for this offering
Dilution in net book value per share to new investors

The following table sets forth on a pro forma basis as of , 2004, assuming no exercise of the underwriters’ over-allotment option:

•

the total number of shares of our Class A common stock represented by IDSs to be owned by our existing stockholders following the consummation of this offering and the other Transactions (assuming our existing stockholders had converted all junior participating preferred stock into IDSs);

•

the total consideration paid by our existing stockholders (net of distributions paid by us) and the total consideration to be paid by the new investors in this offering; and

•

the average price per share of Class A common stock paid by our existing stockholders (cash and stock) and to be paid by new investors purchasing Class A common stock in this offering:


	Shares of Class A Common Stock Purchased		Net Consideration		Average Price Per Share of Class A Common Stock
	Number	Percent	Number	Percent
Existing stockholders		%		%	$
New investors
Total		%		%	$

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

We derived the unaudited pro forma condensed combined financial data set forth below by the application of the pro forma adjustments to the historical combined financial statements of the ConAgra Agricultural Products Business appearing elsewhere in this prospectus.

The unaudited pro forma condensed combined balance sheet as of November 23, 2003 gives effect to the Acquisition and the Transactions as if they had occurred on such date. The unaudited pro forma condensed combined statements of income give effect to the Acquisition and the Transactions as if they occurred as of February 25, 2002. The unaudited pro forma condensed combined financial data do not purport to represent what our results of operations or financial position would have been if the Acquisition and the Transactions had occurred as of the dates indicated or what such results will be for any future periods.

The unaudited pro forma condensed combined financial data have been prepared giving effect to the Acquisition, which is accounted for in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The total purchase price for United Agri Products and its subsidiaries was allocated to the net assets of United Agri Products and its subsidiaries based upon preliminary estimates of fair value. The purchase price allocations for the Acquisition are preliminary and further refinements are likely to be made based on the results of final valuations and the resolution of any post-closing purchase price adjustments pursuant to the stock purchase agreement.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined statements of income exclude certain non-recurring charges that were incurred in connection with the Acquisition and the Transactions and certain financing transactions related thereto, consisting of: (i) recognition of inventory fair value step-up from the Acquisition expected to impact fiscal 2004 and 2005 cost of sales, (ii) our employee retention bonuses paid in connection with the Acquisition, (iii) a $7.5 million expense we paid to ConAgra Foods at the closing of the acquisition pursuant to a transition services agreement, (iv) transaction fees payable to Apollo Management, L.P. under the Apollo Management Agreement, (v) transaction fees and expenses associated with the Tender Offers and (vi) non-cash compensation expense associated with the exchange of IDSs for certain of our outstanding stock options. You should read our unaudited pro forma condensed combined financial statements and the accompanying notes in conjunction with the historical combined financial statements and the accompanying notes thereto of the ConAgra Agricultural Products Business and other financial information contained in “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of November 23, 2003


	ConAgra Agricultural Products Business		Elimination of Businesses Not Acquired (b)			Acquired Businesses		Adjustments for the Acquisition			Pro Forma for the Acquisition		Adjustment for the Transactions (j)	Pro Forma for the Acquisition and the Transactions
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—		$	—	$	—		$	—	$	$
Receivables, net		491,565		(4,470	)		487,095		(46,047	)(c)		441,048
Inventories		476,028		(979	)		475,049		7,500	(c)		482,549
Deferred income taxes		21,912		(21,912	)		—		—			—
Other current assets		16,396		(7	)		16,389		—			16,389

Total current assets		1,005,901		(27,368	)		978,533		(38,547	)		939,986
Property, plant and equipment, net		99,822		(2,403	)		97,419		—			97,419
Goodwill		5,191		(117	)		5,074		2,000	(c)		7,074
Intangible assets, net		5,116		—			5,116		—			5,116
Deferred income taxes		2,323		(2,323	)		—		—			—
Other assets		5,885		(108	)		5,777		22,438	(c)(d)		28,215

	$	1,124,238	$	(32,319	)	$	1,091,919	$	(14,109	)	$	1,077,810	$	$


LIABILITIES AND STOCKHOLDER’S NET INVESTMENT AND ADVANCES
Current liabilities:
Short-term debt	$	9	($	9	)	$	—	$	—		$	—	$	$
Accounts payable		367,975		(408	)		367,567		—			367,567
Other accrued liabilities		104,069		(950	)		103,119		—			103,119

Total current liabilities		472,053		(1,367	)		470,686		—			470,686
Long-term debt:
Revolving credit facility		—		—			—		198,738	(c)(d)		198,738
8¼% Senior Notes due 2011		—		—			—		225,000	(d)		225,000
10¾% Senior Discount Notes due 2012		—		—			—		82,490	(i)		82,490
Junior Participating Preferred Stock		—		—			—		—			—
Series A Redeemable Preferred Stock		—		—			—		33,570	(c)(i)		33,570
Other noncurrent liabilities		186		—			186		—			186
Stockholder’s net investment and advances		651,999		(30,952	)		621,047		(553,907	)(c)(k)		67,140

	$	1,124,238	$	(32,319	)	$	1,091,919	$	(14,109	)	$	1,077,810	$	$

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Fiscal Year Ended February 23, 2003


	ConAgra Agricultural Products Business		Elimination of Businesses Not Acquired (b)			Acquired Businesses		Adjustments for the Acquisition			Pro Forma for the Acquisition		Adjustment for the Transactions (j)	Pro Forma for the Acquisition and the Transactions
	(in thousands)
Net sales	$	2,663,647	$	(136,882	)	$	2,526,765	$	—		$	2,526,765	$	$
Costs and expenses:
Cost of goods sold		2,298,678		(132,084	)		2,166,594		—			2,166,594
Selling, general and administrative expenses		287,491		(10,754	)		276,737		—			276,737
Corporate allocations—Selling, general and administrative expenses		11,075		(309	)		10,766		—			10,766

Income from operations		66,403		6,265			72,668		—			72,668
Corporate allocations—Finance charges		23,141		(647	)		22,494		(22,494	)(f)		—
Interest expense		1,927		—			1,927		40,867	(e)		42,794
Dividends on Series A Redeemable Preferred Stock		—		—			—		2,739	(g)		2,739

Income (loss) before income taxes		41,335		6,912			48,247		(21,112	)		27,135
Income tax expense (benefit)		16,096		2,691			18,787		(4,562	)(h)		14,225

Net income (loss)	$	25,239	$	4,221		$	29,460	$	(16,550	)	$	12,910	$	$

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Thirty-Nine Weeks Ended November 23, 2003


	ConAgra Agricultural Products Business		Elimination of Businesses Not Acquired (b)			Acquired Businesses		Adjustments for the Acquisition			Pro Forma for the Acquisition		Adjustment for the Transactions (j)	Pro Forma for the Acquisition and the Transactions
	(in thousands)
Net sales	$	2,270,751	$	(46,644	)	$	2,224,107	$	—		$	2,224,107	$	$
Costs and expenses:
Cost of goods sold		1,978,918		(40,908	)		1,938,010		—			1,938,010
Selling, general and administrative expenses		210,729		(12,581	)		198,148		—			198,148
Corporate allocations—Selling, general and administrative expenses		9,298		(315	)		8,983		—			8,983

Income from operations		71,806		7,160			78,966		—			78,966
Corporate allocations—Finance charges		12,637		(428	)		12,209		(12,209	)(f)		—
Interest expense		704		—			704		30,590	(e)		31,294
Dividends on Series A Redeemable Preferred Stock		—		—			—		2,041	(g)		2,041

Income (loss) before income taxes		58,465		7,588			66,053		(20,422	)		45,631
Income tax expense (benefit)		22,188		2,880			25,068		(5,187	)(h)		19,881

Net income (loss)	$	36,277	$	4,708		$	40,985	$	(15,235	)	$	25,570	$	$

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Twelve Months Ended November 23, 2003


	ConAgra Agricultural Products Business		Elimination of Businesses Not Acquired (b)			Acquired Businesses		Adjustments for the Acquisition			Pro Forma for the Acquisition		Adjustment for the Transactions (j)		Pro Forma for the Acquisition and the Transactions
	(in thousands)
Net sales	$	2,544,824	$	(88,071	)	$	2,456,753	$	—		$	2,456,753	$	—	$	—
Costs and expenses:
Cost of goods sold		2,182,351		(88,987	)		2,093,364		—			2,093,364
Selling, general and administrative expenses		261,179		(12,945	)		248,234		—			248,234
Corporate allocations—Selling, general and administrative expenses		12,411		(311	)		12,100		—			12,100

Income from operations		88,883		14,172			103,055		—			103,055
Corporate allocations—finance charges		15,184		(264	)		14,920		(14,920	)(f)		—
Interest expense		831		—			831		40,867	(e)		41,698
Dividends on Series A Redeemable Preferred Stock		—		—			—		2,739	(g)		2,739

Income (loss) before income taxes		72,868		14,436			87,304		(28,686	)		58,618
Income tax expense (benefit)		27,872		5,547			33,419		(7,440	)(h)		25,979

Net income (loss)	$	44,996	$	8,889		$	53,885	$	(21,246	)	$	32,639	$		$

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

(dollars in columns in thousands)

(a)	The unaudited pro forma condensed combined financial statements have been prepared assuming that the Acquisition and certain financing transactions related thereto will be accounted for as a purchase business combination in accordance with SFAS No. 141, Business Combinations.

(b)

Reflects the elimination of Businesses Not Acquired (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) in connection with the Acquisition. The specific items adjusted for include the wholesale fertilizer and other international crop distribution businesses that were historically included in the ConAgra Agricultural Products Business, other assets not being acquired and liabilities not being assumed.

(c)

The Unaudited Pro Forma Financial Statements include adjustments based on the preliminary purchase price allocation and further adjustments may be made based on the completion of final valuation and other studies. Specifically, upon closing of the Acquisition we will complete a valuation of fixed assets and other intangible assets. The final purchase price is dependent on a number of factors, including the actual net book value of United Agri Products and its subsidiaries as of November 24, 2003, the date of the closing of the Acquisition. The following table summarizes the net assets acquired and pro forma purchase price based on the November 23, 2003 balance sheet of the ConAgra Agricultural Products Business. The pro forma purchase price is based on the November 23, 2003 balance sheet.


Net book value of ConAgra Agricultural Products Business	$	651,999
Less: assets and liabilities not acquired (b)		(30,952	)

		621,047

Purchase consideration:
Contributed equity		120,000
Series A Redeemable Preferred Stock		60,000
Revolving Credit Facility (i)		242,000
Senior Bridge Loan Facility (ii)		175,000

Total consideration		597,000

Purchase price adjustment	$	(24,047	)


UAP has preliminarily allocated the purchase price adjustment as follows:
Inventory	$	7,500
Debt issuance costs		12,500
Rebate receivable (iii)		(46,047	)
Goodwill		2,000

	$	(24,047	)

(i)

Includes $22 million in transaction fees.

(ii)

Transaction fees associated with the senior bridge loan facility are paid by ConAgra Foods and accordingly are not reflected in the pro forma financial data.

(iii)

We are obligated to pay 50% of all rebates earned during the 2003 and prior crop years to ConAgra Foods. Based on the estimated net book value of the Acquired Businesses at the effective time of the closing of the Acquisition, as estimated as of November 23, 2003, the amounts payable to ConAgra Foods for rebate payments received by us related to the 2003 and prior crop years were estimated to be up to approximately $54.0 million, subject to post-closing adjustments.

(d)	Reflects the issuance of the 8¼% Senior Notes and the repayment in full of the 9.25% senior bridge loan facility. Proceeds from the offering of the 8¼% Senior Notes in excess of the senior bridge loan facility

were used to reduce the Amended Credit Facilities by $43.3 million and pay $6.7 million of estimated fees and expenses for the offering of the 8¼% Senior Notes and $3.2 million of estimated fees and expenses from the offering of the 10¾% Senior Discount Notes.

(e)	Represents adjustments to interest expense as follows:


	Year Ended February 23, 2003		Thirty-Nine Weeks Ended November 23, 2003		Twelve Months Ended November 23, 2003
Interest on new borrowings:
Revolving Credit Facility (4.00% adjustable rate) (i)	$	9,456	$	7,092	$	9,456
8¼% Senior Notes		18,563		13,922		18,563
10¾% Senior Discount Notes		9,106		6,770		9,106
Amortization of deferred financing costs		3,742		2,806		3,742

	$	40,867	$	30,590	$	40,867

(i)

Represents the interest on the outstanding balance of the amount drawn on the Amended Credit Facilities at LIBOR plus 250 basis points plus the 0.5% commitment fee on the unused portion of the Amended Credit Facilities.

(f)	Elimination of the corporate allocation finance charge previously allocated by ConAgra Foods.

(g)	Represents adjustments to reflect the 8% dividend on the outstanding portion of the Series A Redeemable Preferred Stock.

(h)	Represents the tax effect of the pro forma adjustments at an estimated 38% effective tax rate.

(i)

Reflects the issuance of $125.0 million aggregate principal amount at maturity of the notes offered on January 26, 2004, net of original issue discount, at an interest rate of 10.75% and the payment of a $52.9 million extraordinary dividend to the holders of common stock, the redemption of $26.4 million of Series A Redeemable Preferred Stock and the payment of $3.2 million of estimated fees and expenses.

(j)

Gives effect to the Transactions, assuming no exercise of the underwriters’ over-allotment option and 100% of the 8¹/4% Senior Notes and 10³/4% Senior Discount Notes are tendered and repurchased in the Tender Offers. Subject to satisfaction of the Conversion Conditions, each share of junior participating preferred stock will be convertible at the option of the holder into either one IDS or, if the IDSs have automatically separated prior to such conversion, (x) one or more senior subordinated notes having an aggregate principal amount equal to the liquidation preference of such share and (y) one share of Class A common stock. Accordingly, a portion of the junior participating preferred stock that is convertible into senior subordinated notes has been classified as mezzanine equity. See “Description of Capital Stock—Junior Participating Preferred Stock.”

SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA

The following table sets forth selected historical combined financial and other data of the ConAgra Agricultural Products Business and the Acquired Businesses as of the dates and for the periods indicated. We have derived the historical combined statement of operations data for the fiscal years ended February 25, 2001, February 24, 2002 and February 23, 2003 and the historical combined balance sheet data as of February 24, 2002 and February 23, 2003 from the audited combined financial statements of the ConAgra Agricultural Products Business included elsewhere in this prospectus. We have derived the historical combined statement of operations data for the fiscal years ended February 28, 1999 and February 27, 2000 and the historical combined balance sheet data as of February 28, 1999, February 27, 2000, February 25, 2001 and November 24, 2002 from the unaudited combined financial statements of the ConAgra Agricultural Products Business that are not included herein. We have derived the historical combined statement of operations data for the thirty-nine weeks ended November 24, 2002 and November 23, 2003 and the historical combined balance sheet data as of November 23, 2003 from the unaudited condensed combined financial statements of the ConAgra Agricultural Products Business which are included elsewhere in this prospectus. In the opinion of management, the unaudited condensed combined financial statements include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position and results of operations for these periods.

You should read the selected historical combined financial and other data set forth below in conjunction with, and the data is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and the accompanying notes thereto of the ConAgra Agricultural Products Business included elsewhere in this prospectus.


Financial and Other Data of the ConAgra Agricultural Products Business	Fiscal year ended															Thirty-Nine weeks ended
	February 28, 1999			February 27, 2000			February 25, 2001			February 24, 2002			February 23, 2003			November 24, 2002			November 23, 2003
	(dollars in thousands)
Statement of Operations Data:
Net sales	$	2,764,232		$	2,636,544		$	2,901,350		$	2,947,064		$	2,663,647		$	2,389,574		$	2,270,751
Costs and expenses:
Cost of goods sold		2,354,970			2,235,717			2,532,497			2,597,510			2,298,678			2,095,245			1,978,918
Selling, general and administrative expenses		300,142			285,772			311,289			350,002			287,491			236,302			221,251
Corporate allocations:
Selling, general and administrative expenses (a)		7,228			10,698			11,443			10,924			11,075			7,962			9,298
Finance charges (b)		48,376			44,627			60,077			41,143			23,141			20,594			12,637
Interest expense		3,780			4,207			4,875			5,372			1,927			1,800			704
(Gain) loss on sale of assets		—			—			—			—			—			739			(10,522	)

Income (loss) before income taxes		49,736			55,523			(18,831	)		(57,887	)		41,335			26,932			58,465
Income tax expense (benefit)		19,004			20,986			(6,300	)		(20,851	)		16,096			10,412			22,188

Net income (loss)	$	30,732		$	34,537		$	(12,531	)	$	(37,036	)	$	25,239		$	16,520		$	36,277

Balance Sheet Data:
Cash and cash equivalents	$	69,367		$	113,880		$	146,335		$	72,692		$	28,559			—			—
Working capital		197,856			243,828			363,131			127,865			455,154			685,440			533,848
Total assets		1,253,119			1,469,136			1,820,573			1,396,155			1,352,025			1,339,842			1,124,238
Total debt		—			3,355			3,861			4,473			9			9			9
Stockholder’s net investment and advances		357,824			407,856			530,735			294,492			587,898			83,642			713,917
Other Operating Data:
EBITDA (c)	$	113,423		$	118,223		$	61,840		$	7,027		$	84,472		$	63,012		$	83,953
Depreciation and amortization		11,531			13,866			15,719			18,399			18,069			13,686			12,147
Cash flows (used in) provided by operating activities		(75,414	)		47,988			(85,294	)		138,572			(302,305	)		(597,694	)		(75,227	)
Cash flows (used in) provided by financing activities		136,941			18,757			135,987			(198,521	)		263,795			530,519			40,173
Cash flows (used in) provided by investing activities		(41,433	)		(22,232	)		(18,238	)		(13,694	)		(5,623	)		(5,517	)		6,495
Ratio of earnings to fixed charges (d)		1.74x			1.85x			—			—			2.02x			1.79x			3.48x


Financial and Other Operating Data of the Acquired Businesses	Fiscal year ended														Thirty-Nine weeks ended
	February 28, 1999			February 27, 2000		February 25, 2001			February 24, 2002			February 23, 2003			November 24, 2002			November 23, 2003
	(dollars in thousands)
Statement of Operations and Other Operating Data:
Net sales	$	2,535,661		$	2,247,305	$	2,771,625		$	2,770,192		$	2,526,765		$	2,294,119		$	2,224,107
Income (loss) before income taxes		57,746			71,873		2,874			(48,636	)		48,247			26,996			66,053
EBITDA (c)		117,558			130,230		80,175			13,410			89,374			61,260			90,474
Depreciation and amortization		10,866			13,220		14,951			17,148			16,706			12,411			11,508
Cash paid for interest		3,771			4,157		4,934			5,319			1,980
Cash flows (used in) provided by operating activities		(88,028	)		36,797		(3,059	)		125,179			(270,572	)		(556,606	)		(104,574	)
Capital expenditures		33,979			12,703		23,006			13,654			6,417			5,297			8,350
Ratio of earnings to fixed charges (d)		1.90x			2.17x		1.04x			—			2.22x			1.77x			3.59x
Balance sheet data:
Cash and cash equivalents		69,367			113,880		146,335			72,692			28,559			—			—
Working capital		207,429			275,015		318,584			103,784			401,320			625,374			507,847
Total assets		1,164,082			1,356,323		1,707,496			1,298,187			1,292,700			1,331,451			1,098,636
Stockholder’s net investment and advances		338,620			392,487		507,196			266,436			563,663			829,802			627,764

(a)	Represents expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business based on specific services provided or based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries.

(b)	Represents amounts charged to the ConAgra Agricultural Products Business by ConAgra Foods on ConAgra Foods’ investment in and intercompany advances to the ConAgra Agricultural Products Business.

(c)

EBITDA represents net income (loss) before interest expense, finance charges, income taxes, depreciation and amortization. EBITDA is presented because management uses it as an internal performance measure. EBITDA is also presented because it is used by investors to analyze and compare operating performance, which includes a company’s ability to service and/or incur debt. However, EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of a company’s profitability or liquidity. EBITDA is not calculated under GAAP and therefore is not necessarily comparable to similarly titled measures of other companies. The following table reconciles the differences between net income (loss), as determined under GAAP, and EBITDA:


	Fiscal year ended												Thirty-Nine weeks ended
	(in thousands)
	February 28, 1999		February 27, 2000		February 25, 2001			February 24, 2002			February 23, 2003		November 24, 2002			November 23, 2003
Net income (loss) of ConAgra Agricultural Products Business	$	30,732	$	34,537	$	(12,531	)	$	(37,036	)	$	25,239	$	16,520		$	36,277
Income tax expense (benefit)		19,004		20,986		(6,300	)		(20,851	)		16,096		10,412			22,188

Income (loss) before income taxes		49,736		55,523		(18,831	)		(57,887	)		41,335		26,932			58,465
Depreciation and amortization		11,531		13,866		15,719			18,399			18,069		13,686			12,147
Interest expense and allocated finance charges		52,156		48,834		64,952			46,515			25,068		22,394			13,341

EBITDA of ConAgra Agricultural Products Business		113,423		118,223		61,840			7,027			84,472		63,012			83,953
Elimination of Businesses Not Acquired		4,135		12,007		18,335			6,383			4,902		(1,752	)		6,521

EBITDA of Acquired Businesses	$	117,558	$	130,230	$	80,175		$	13,410		$	89,374	$	61,260		$	90,474

(d)

For the purposes of calculating the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes plus fixed charges. Fixed charges consist of discount and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense. For fiscal 2001 and fiscal 2002, the ConAgra Agricultural Products Businesses’ earnings were insufficient to cover fixed charges by $18.8 million and $57.9 million, respectively. For fiscal 2002, the Acquired Businesses’ earnings were insufficient to cover fixed charges by $48.6 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

On November 24, 2003, UAP Holding Corp. acquired the United States and Canadian agricultural inputs businesses of ConAgra Foods in a series of transactions referred to in this prospectus as the “Acquisition” and described in this prospectus in this section under the heading “Certain Relationships and Related Transactions—The Acquisition.” In this prospectus, the term “ConAgra Agricultural Products Business” means the entities that were historically operated by ConAgra Foods as an integrated business, which included a wholesale fertilizer and other international crop distribution businesses that we did not acquire in the Acquisition. The term “Acquired Businesses” means only those entities and operations within the ConAgra Agricultural Products Business that we actually acquired in the Acquisition. The term “Businesses Not Acquired” means those entities and operations within the ConAgra Agricultural Products Business that we did not acquire in the Acquisition.

The following discussion and analysis of our financial condition and results of operations covers periods prior to the Acquisition. Accordingly, the discussion and analysis of historical periods do not reflect the significant impact that the Acquisition had on us. In addition, the statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Selected Historical Combined Financial and Other Data” and the historical combined financial statements and the accompanying notes thereto of the ConAgra Agricultural Products Business included elsewhere in this prospectus.

BACKGROUND

At the end of fiscal 2002, our new management team began to implement several strategic initiatives to increase our operational efficiency. As part of that strategy, we enhanced our credit policies and information systems, improved inventory management, rationalized headcount and closed unprofitable distribution centers.

Our implementation of new credit policies has reduced average trade accounts receivables and overall selling, general and administrative costs by lowering bad debt expense. Improved inventory management, including central purchasing, product mix enhancement, SKU rationalization, and enhanced sharing of existing stocks, have resulted in lower average inventory levels and higher margins. Headcount reductions and location closures have contributed to lower supply chain and selling, general and administrative costs. Our financial and operational success has been driven by providing customers with high quality products at competitive prices, supported by consistent and reliable service and expertise. We will continue to seek to improve margins and reduce working capital through the following principal strategies:

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Targeting continued margin enhancement and working capital management;

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Expanding our presence in seeds, branded and non-crop products; and

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Leveraging our scale.

SEASONALITY

Our and our customers’ businesses are seasonal, based upon the planting, growing and harvesting cycles. During fiscal 2002 and 2003, at least 75% of our net sales occurred during the first and second fiscal quarters of each year because of the condensed nature of the planting season. As a result of the seasonality of sales, we experience significant fluctuations in our revenues, income and net working capital levels. However, our integrated network of formulation and blending, distribution and warehousing facilities and technical expertise allows us to efficiently process, distribute and store product close to our end-users and to supply our customers on a timely basis during the compressed planting and growing season.

HISTORICAL FINANCIAL INFORMATION

The historical combined financial statements reflect the results of all the historical results of the ConAgra Agricultural Products Business, which have historically been operated as an integrated business. We did not acquire a wholesale fertilizer and other international crop distribution businesses that were historically included in the ConAgra Agricultural Products Business. We refer to these businesses collectively as the “Businesses Not Acquired.”

CRITICAL ACCOUNTING POLICIES

The process of preparing financial statements requires the use of estimates on the part of management. The estimates used by management are based on our historical experiences combined with management’s understanding of current facts and circumstances. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by our management.

Allowance for Doubtful Accounts. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible amounts, management considers factors such as current overall economic conditions, industry-specific economic conditions, historical customer performance and anticipated customer performance. While management believes our processes effectively address our exposure for doubtful accounts, changes in the economy, industry, or specific customer conditions may require adjustment to the allowance for doubtful accounts recorded by us.

Inventory Valuation. Management reviews inventory balances to determine if inventories can be sold at amounts equal to or greater than their carrying amounts. The review includes identification of slow moving inventories, obsolete inventories and discontinued products or lines of products. The identification process includes historical performance of the inventory, current operational plans for the inventory, as well as industry and customer specific trends. If our actual results differ from management expectations with respect to the selling of our inventories at amounts equal to or greater than their carrying amounts, we would be required to adjust our inventory balances accordingly.

Impairment of Long-Lived Assets (Including Property, Plant and Equipment), Goodwill and Identifiable Intangible Assets. We reduce the carrying amounts of long-lived assets, goodwill and identifiable intangible assets to their fair values when the fair value of such assets is determined to be less than their carrying amounts (i.e., assets are deemed to be impaired). Fair value is typically estimated using a discounted cash flow analysis, which requires us to estimate the future cash flows anticipated to be generated by the particular asset(s) being tested for impairment as well as select a discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. Estimating future cash flows requires significant judgment by us in such areas as future economic conditions, industry-specific conditions, product pricing and necessary capital expenditures. The use of different assumptions or estimates for future cash flows could produce different impairment amounts (or none at all) for long-lived assets, goodwill and identifiable intangible assets.

Rebate Receivables. Rebates are received from crop protection and seed products, based on programs offered by our vendors. The programs vary based on the product type and specific vendor practice. Historically, more than 85% of the rebates earned were from our chemical suppliers. The majority of the rebate programs run on a crop year basis, typically from October 1st to September 30th, although other periods are sometimes used. We also negotiate individually with our vendors for additional rebates after the conclusion of the crop year and often several months after we have purchased and sold the products for which we are negotiating rebates. Historically, the majority of the rebates have been earned based on our sales of the suppliers’ products in a given crop year. The rebate receivable recorded monthly is based on actual sales and the historical rebate percentage received. The actual rebates earned for most programs are finalized in our fourth fiscal quarter and adjustments are made to the accrual as necessary. The majority of our rebate receivables are collected during our fourth quarter. Because of the nature of the programs and the amount of rebates available are determined by our vendors, there can be no assurance that historical rebate trends will continue.

Accounting Treatment for IDSs and Junior Participating Preferred Stock. Our IDS units include Class A common stock, senior subordinated debt and three embedded derivative features that may require bifurcation under FASB 133. The embedded derivative features include a call option, a change of control put option, and a term-extending option on the senior subordinated debt. Upon completion of this offering, proceeds from the issuance of the IDSs will be allocated, based upon relative fair value, to Class A common stock and the senior subordinated notes. If it is determined at the time of issuance that any of the embedded derivatives are required to be bifurcated and separately accounted for, a portion of the proceeds from the original issuance will also be allocated to these derivatives equal to the combined fair value of the embedded derivatives that require bifurcation. If a portion of the initial proceeds is allocated to any of the derivatives, the senior subordinated notes will initially be recorded at a discount and accreted to their redemption value as a component of interest expense using the effective interest method. Any such allocation will not affect the tax treatment of the IDSs.

The Class A common stock portion of the IDS unit will be included in stockholders’ equity, net of related transaction costs, and dividends paid on the Class A common stock will be recorded as a reduction to retained earnings when declared by us. The senior subordinated debt portion of the IDS unit will be included in long-term debt, and the related transaction costs will be capitalized as deferred financing costs and amortized to interest expense using the effective interest method. Interest on the senior subordinated notes will be charged to expense as accrued by us. The bifurcated derivatives will be recorded as a liability and will be marked to market with changes in fair value being recorded in earnings. We intend to determine the fair value of the Class A common stock, the senior subordinated debt and embedded derivatives through the utilization of a third party valuation firm and the sale of the separate senior subordinated notes with the same terms that are part of this offering.

In connection with the Recapitalization, we will issue shares of junior participating preferred stock to certain current equity holders, which may, subject to certain conditions, be exchanged for IDSs. The junior participating preferred stock contains dividend features which are intended to replicate the yield on the IDS units. Any time a dividend is paid to the holders of Class A common stock, holders of the junior participating preferred stock will be paid a dividend equal to the same amount per share as paid to the holders of the Class A common stock on an “as if” converted basis. In addition to any such dividend, holders of the junior participating preferred stock will accrue dividends at a rate that will replicate the interest on the senior subordinated notes.

Subject to satisfaction of the Conversion Conditions, each share of junior participating preferred stock may be converted at the option of the holder into either one IDS or, if the IDSs have automatically separated prior to such conversion, (x) one or more senior subordinated notes having an aggregate principal amount equal to the liquidation preference of such share and (y) one share of Class A common stock. Accordingly, at the date of initial sale, based on relative fair values, a pro rata portion of the junior participating preferred stock converted into senior subordinated notes will be classified as mezzanine equity and the pro rata portion converted into Class A common stock will be classified as permanent equity. If it is determined at the time of issuance that the embedded conversion option is required to be bifurcated and separately accounted for, a portion of the proceeds from the original issuance of the junior participating preferred stock will also be allocated to this derivative. If a portion of the initial proceeds is allocated to the derivative, the amount recorded as mezzanine equity will initially be recorded at a discount and accreted to the redemption value using the effective interest method. The

bifurcated derivatives will be recorded as liabilities and will be marked to market with changes in fair value being recorded as a component of interest expense.

The dividends paid on the junior participating preferred stock will be deducted from net income in the determination of net income available to Class A common stockholders for determination of earnings per share. At the time the holder exercises its conversion right, the portion of the junior participating preferred stock included as mezzanine equity will be reclassified to debt and the associated interest payments will be included in interest expense.

In connection with the Recapitalization, management will receive IDSs in exchange for certain of their outstanding shares and stock options. The resulting compensation expense will be based upon the fair value of the IDSs received by management at the date of exchange.

Income Taxes. We intend to account for our issuance of the IDSs in this offering as representing shares of Class A common stock and senior subordinated notes by allocating the proceeds for each IDS unit to the underlying Class A common stock, senior subordinated note or bifurcated embedded derivatives based upon the relative fair values of each. Accordingly, we will account for the portion of the aggregate IDSs outstanding that represents senior subordinated notes as long-term debt bearing a stated interest rate of % maturing on 2014. We have concluded that it is appropriate and we intend to annually deduct interest expense of approximately $ million on the senior subordinated notes from taxable income for U.S. federal and state income tax purposes. There can be no assurances that the Internal Revenue Service will not seek to challenge the treatment of these senior subordinated notes as debt or the amount of interest expense deducted, although to date we have not been notified that the senior subordinated notes should be treated as equity rather than debt for U.S. federal and state income tax purposes. If the senior subordinated notes were required to be treated as equity for income tax purposes, the cumulative interest expense associated with the senior subordinated notes would not be deductible from taxable income, and we would be required to recognize additional tax expense and establish a related income tax liability. In addition, to the extent any portion of the interest expense is determined not to be deductible, we would be required to recognize additional tax expense and establish a related income tax liability. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we take the interest expense deduction. We do not currently intend to record a liability for a potential disallowance of this interest expense deduction. In addition, non-U.S. holders could be subject to withholding taxes on the payment of interest, which would be taxed as dividends, and we could be subject to additional liability for the withholding taxes that we do not intend to collect on such payments.

The determination of whether the portion of the IDSs that represents the senior subordinated notes is appropriately classified as debt or equity for U.S. federal income tax purposes is based on all relevant facts and circumstances. There is no clear statutory definition of indebtedness for U.S. federal and state income tax purposes, and its characterization is governed by principles developed in case law, which analyzes numerous factors (with no one factor being dispositive) that are intended to identify the economic substance of the investor’s interest in us.

Our determination that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes relies upon certain representations and determinations by us, the lead underwriters and an independent appraisal firm, including, without limitation, representations and determinations substantially to the effect that:

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the term, interest rate and other material provisions of the senior subordinated notes are commercially reasonable and are substantially similar to the terms to which an unrelated third party lender bargaining at arm’s length would reasonably agree;

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the aggregate principal amount of the senior subordinated notes in relation to the aggregate amount of our capital is commercially reasonable under the circumstances;

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we expect to pay the principal and interest on the senior subordinated notes in full in accordance with their terms; and

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the ratio of our aggregate outstanding indebtedness to the fair market value of our equity following the Transactions will not exceed : to 1.

In light of the representations and determinations described above and their relevance to several of the factors analyzed in case law, and taking into account the facts and circumstances relating to the issuance of the senior subordinated notes, we (and our counsel) are of the view that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. We intend to take such position. However, there is no authority that directly addresses the tax treatment of securities with terms substantially similar to the terms of the senior subordinated notes or offered under circumstances such as the offering (i.e., offered as a unit consisting of senior subordinated notes and Class A common stock). Accordingly, there can be no assurance that this position would be sustained if challenged by the IRS.

THIRTY-NINE WEEKS ENDED NOVEMBER 23, 2003 COMPARED TO THIRTY-NINE WEEKS ENDED NOVEMBER 24, 2002

Net Sales. Overall, ConAgra Agricultural Products Business’ net sales declined to $2,270.8 million in the current period from $2,389.6 million in the previous period. The decrease in net sales in the current period was due primarily to the impact of our implementation of strategic initiatives to change product and customer mix in order to improve overall profitability and due to the transfer of our wholesale fertilizer distribution business to ConAgra International Fertilizer.

Net sales for the Acquired Businesses declined to $2,224.1 million in the current period from $2,294.1 million in the previous period. Net sales of crop protection chemicals declined to $1,443.6 million in the current period from $1,519.6 million in the previous period, as we continued to rationalize unprofitable customers and locations. Net sales of fertilizer rose to $460.3 million in the current period from $442.0 million in the previous period, largely due to better pricing. Net sales of seed declined slightly to $242.2 million in the current period from $245.2 million in the previous period, as store rationalizations offset volume growth. Net sales of other products declined to $78.0 million in the current period from $87.1 million in the previous period due to reduced application fee income and the divestiture of our animal feeds business in Montana in fiscal 2004.

Cost of Goods Sold. Cost of goods sold for the ConAgra Agricultural Products Business was $1,978.9 million in the current period, compared with $2,095.2 million in the previous period. Gross profit (net sales less cost of goods sold) was $291.8 million in the current period, compared with $294.3 million in the previous period; while gross margin (gross profit as a percentage of net sales) was 12.9% in the current period, compared with 12.3% in the previous period. Gross margin improved due primarily to a more profitable product mix and related increase in chemical rebates, due in part to changes in our monthly rebate estimation process.

Cost of goods sold for the Acquired Businesses was $1,938.0 million in the current period, compared with $2,011.2 million in the previous period. Gross profit was $286.1 million in the current period compared with $282.9 million in the prior period; while gross margin was 12.9% in the current period, compared with 12.3% in the previous period. Gross margin improved primarily due to a more profitable product mix and a related increase in chemical rebates, due in part to changes in our monthly rebate estimation process.

Selling, General and Administrative Expenses. SG&A expenses for the ConAgra Agricultural Products Business decreased to $221.3 million in the current period from $236.3 million in the previous period. SG&A expenses were 9.7% of net sales during the current compared with 9.9% in the prior period. The dollar decline was due primarily to reduced location expenses associated with the closure of unprofitable locations and the consolidation of a formulation plant, and lower bad debt expense as a result of selling to a more profitable customer mix. This was partially offset by an increase in management incentive compensation expense due to increased earnings.

SG&A expenses for the Acquired Businesses decreased to $208.7 million in the current period from $225.9 million in the previous period. SG&A expenses were 9.4% of net sales during the current period and 9.8% of net sales during the previous period. The decline in SG&A expenses is largely the result of reduced location expenses associated with the closure of unprofitable locations and the consolidation of a formulation plant, and lower bad debt expense as a result of selling to a more profitable customer mix. This was partially offset by an increase in management incentive compensation expense due to increased earnings.

Interest Expense. Third party interest expense decreased to $0.7 million in the current period from $1.8 million in the previous period due to decreased purchasing activity under a vendor finance program.

Corporate Allocations—Selling, General and Administrative. Corporate allocations include charges that were allocated by ConAgra Foods and recorded as an expense for corporate services, including executive, finance and tax. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business were determined based on the specific services being provided or were allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. Such expenses are included in allocated selling, general and administrative expenses and were $9.3 million and $8.0 million in the current period and prior period, respectively.

Corporate Allocations—Finance Charges. Corporate allocations also include finance charges that have been allocated by ConAgra Foods based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. ConAgra Foods allocated finance costs of $12.6 million and $20.6 million in the current period and prior period, respectively.

Income Taxes. The effective income tax rate was 38.0% for the current period, compared with 38.7% for the previous period. The decrease in the effective rate was due to the impact of permanent tax differences.

FISCAL 2003 COMPARED TO FISCAL 2002

Net Sales. Overall, ConAgra Agricultural Products Business net sales declined to $2,663.6 million in fiscal 2003 from $2,947.1 million in fiscal 2002, reflecting the impact of our implementation of the previously described strategic initiatives to improve the mix of customers, products sold, and locations operated in order to improve overall profitability.

Net sales for the Acquired Businesses were $2,526.8 million in fiscal 2003 compared with $2,770.2 million in fiscal 2002. Net sales of crop protection chemicals declined to $1,661.3 million in fiscal 2003 from $1,826.4 million in fiscal 2002 due largely to the impact of our implementation of strategic initiatives to change customer mix, product mix, and the rationalization of unprofitable locations. Net sales of fertilizer declined to $510.6 million in fiscal 2003 from $581.0 million in fiscal 2002 on lower prices and volumes primarily due to lower fall applications of fertilizer. Net sales of seed declined to $270.8 million in fiscal 2003 from $282.8 million in fiscal 2002 due largely to the impact of our implementation of the previously described strategic initiatives to change customer mix and location rationalization, partially offset by continued volume growth in existing locations. Net sales of other products increased 5.1% to $84.1 million.

Cost of Goods Sold. Cost of goods sold for the ConAgra Agricultural Products Business was $2,298.7 million in fiscal 2003, compared with $2,597.5 million in fiscal 2002. Gross profit was $365.0 million in fiscal 2003, compared with $349.6 million in fiscal 2002 and gross margin was 13.7% in fiscal 2003, compared with 11.9% in fiscal 2002. Gross margin improved principally due to a more profitable product mix and lower supply chain costs due to the rationalization of unprofitable locations. Gross margin was also favorably impacted by increased rebate income as a percentage of net sales and improved inventory management resulting in lower inventory write-offs and markdowns in fiscal 2003. These improvements helped offset the gross profit impact from the decline in net sales.

Cost of goods sold for the Acquired Businesses was $2,166.6 million in fiscal 2003, compared with $2,428.2 million in fiscal 2002. Gross profit was $360.2 million in fiscal 2003, compared with $342.0 million in fiscal 2002; while gross margin was 14.3% in fiscal 2003 compared with 12.3% in fiscal 2002. Gross margin improved principally due to a more profitable product mix and lower supply chain costs due to the rationalization of unprofitable locations. Gross margin was also favorably impacted by increased rebate income as a percentage of net sales and improved inventory management resulting in lower inventory write-offs and markdowns in fiscal 2003. These improvements helped offset the gross profit impact from the decline in net sales.

Selling, General and Administrative Expenses. SG&A expenses for the ConAgra Agricultural Products Business decreased to $287.5 million in fiscal 2003 from $350.0 million in fiscal 2002. SG&A expenses were 10.8% of net sales during fiscal 2003, compared with 11.9% of net sales during fiscal 2002. The decline was due

largely to lower bad debt expenses from selling to a more profitable customer mix, and reduced administrative and operating expenses associated with cost management initiatives, including the closure of unprofitable facilities.

SG&A expenses for the Acquired Businesses decreased to $276.7 million in fiscal 2003 from $335.2 million in fiscal 2002. SG&A expenses were 11.0% of net sales during fiscal 2003, compared with 12.1% of net sales during fiscal 2002. The decline was due largely to lower bad debt expenses from selling to a more profitable customer mix, and reduced administrative and operating expenses associated with cost management initiatives including, the closure of unprofitable locations.

Interest Expense. Interest expense decreased to $1.9 million in fiscal 2003 from $5.4 million in fiscal 2002, due to decreased purchasing activity under a vendor finance program.

Corporate Allocations—Selling, General and Administrative. Corporate allocations include charges that have been allocated by ConAgra Foods and recorded as an expense for corporate services, including executive, finance, and tax. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business are determined based on the specific services being provided or are allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. Such expenses are included in allocated selling, general and administrative expenses and were $11.1 million and $10.9 million in fiscal 2003 and fiscal 2002, respectively.

Corporate Allocations—Finance Charges. Corporate allocations also include finance charges that have been allocated by ConAgra Foods based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. ConAgra Foods allocated finance costs of $23.1 million and $41.1 million in fiscal 2003 and fiscal 2002, respectively.

Income Taxes. The effective income tax rate was 38.9% for fiscal 2003, compared with 36.0% for fiscal 2002. The increase in the effect rate was due to the impact of permanent tax differences.

Businesses Not Acquired. Net sales for the Businesses Not Acquired decreased to $136.9 million in fiscal 2003 from $ 176.9 million in fiscal 2002 due primarily to lower prices and volumes. Gross profit declined to $4.8 million in fiscal 2003, compared with $7.6 million in fiscal 2002. SG&A expenses for the Businesses Not Acquired were $10.8 million in fiscal 2003, compared with $14.8 million in fiscal 2002.

FISCAL 2002 COMPARED WITH FISCAL 2001

Net Sales. Overall, ConAgra Agricultural Products Business net sales of $2,947.1 million in fiscal 2002 were relatively flat, compared with fiscal 2001 net sales of $2,901.4 million.

Net sales for the Acquired Businesses of $2,770.2 million in fiscal 2002 were flat, compared with fiscal 2001 net sales of $2,771.6 million. Net sales of crop protection chemicals declined to $1,826.4 million in fiscal 2002 from $2,031.2 million in fiscal 2001, largely due to changes in our credit policies in the second half of fiscal 2002, particularly in the Southern United States, which has numerous growing seasons throughout the year. Net sales of fertilizer increased to $581.0 million in fiscal 2002 from $469.0 million in fiscal 2001, in part due to better pricing and higher volumes. Net sales of seed climbed to $282.8 million in fiscal 2002 compared with $196.2 million in fiscal 2001 as we continued to expand our seed business to capitalize on the growth of genetically modified seed sales. Net sales of other products increased $4.9 million to $80.0 million due largely to increased technology fees on genetically modified seed products.

Cost of Goods Sold. Cost of goods sold for the ConAgra Agricultural Products Business was $2,597.5 million in fiscal 2002, compared with $2,532.5 million in fiscal 2001. Gross profit was $349.6 million in fiscal 2002, compared with $368.9 million in fiscal 2001 and gross margin was 11.9% in fiscal 2002 compared with 12.7% in fiscal 2001. Gross profit and gross margin suffered mainly due to lower sales volumes of higher margin products, higher input costs and increased inventory write-offs and markdowns.

Cost of goods sold for the Acquired Businesses were $2,428.2 million in fiscal 2002 compared with $2,401.1 million in fiscal 2001. Gross profit was $342.0 million in fiscal 2002 compared with $370.5 million in fiscal 2001 and gross margin was 12.3% in fiscal 2002 compared with 13.4% in fiscal 2001. Gross profit and gross margin suffered due to lower sales volumes of higher margin products, higher input costs and increased inventory write-offs and markdowns.

Selling, General and Administrative Expenses. SG&A expenses for the ConAgra Agricultural Products Business increased to $350.0 million in fiscal 2002, from $311.3 million in fiscal 2001. SG&A expenses were 11.9% of net sales during fiscal 2002, compared with 10.7% of net sales during fiscal 2001. The increase in SG&A expenses was driven by higher bad debt expense due to poor credit experience, the impact of the previously described new credit policies and increased labor costs.

SG&A expenses for the Acquired Businesses increased to $335.2 million in fiscal 2002 from $294.4 million in fiscal 2001. SG&A expenses were 12.1% of net sales during fiscal 2002, compared with 10.6% of net sales during fiscal 2001. The increase in SG&A expenses was due to higher bad debt expense due to difficult customer credit conditions and increased labor costs.

Interest Expense. Interest expense increased to $5.4 million in fiscal 2002 from $4.9 million in fiscal 2001, due to increased purchasing activity under a vendor finance program.

Corporate Allocations—Selling, General and Administrative. Corporate allocations include charges that have been allocated by ConAgra Foods and recorded as an expense for corporate services, including executive, finance, and tax. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business are determined based on the specific services being provided or are allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. Such expenses are included in allocated selling, general and administrative expenses and are $10.9 million and $11.4 million in fiscal 2002 and 2001, respectively.

Corporate Allocations—Finance Charges. Corporate allocations also include finance charges that have been allocated by ConAgra Foods based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. ConAgra Foods allocated finance costs of $41.1 million and $60.1 million in fiscal 2002 and 2001 respectively.

Income Taxes. The effective income tax rate was 36.0% for fiscal 2002, compared with 33.5% for fiscal 2001. The increase in the effect rate was due to the impact of permanent tax differences.

Businesses Not Acquired. Net sales for the Businesses Not Acquired were $176.9 million in fiscal 2002, compared with $129.7 million in fiscal 2001. Gross profit was $7.6 million in fiscal 2002, compared with a loss of $1.7 million in fiscal 2001. SG&A expenses for the Businesses Not Acquired were $14.8 million in fiscal 2002 compared with $16.9 million in fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the ConAgra Agricultural Products Business’ sources of cash were primarily cash flows from operations and advances received from ConAgra Foods. As a result of the Transactions, our ongoing operations will require availability of funds to service debt, fund working capital and for capital expenditure requirements. We expect to finance these activities through cash flows from operations and from amounts available under the Amended Credit Facilities, of which we are a guarantor.

ConAgra Agricultural Products Business

Cash flows used in the operating activities of the ConAgra Agricultural Products Business totaled $75.2 million for the first thirty-nine weeks of fiscal 2004, compared with $597.7 million for the same period in fiscal 2003. The decline in cash used in operating activities was due to improved working capital management in fiscal 2004, mainly in accounts receivable and inventory.

Cash flows provided by (used in) operating activities of the ConAgra Agricultural Products Business totaled ($302.3) million, $138.6 million and ($85.3) million in fiscal 2003, 2002 and 2001, respectively. The decrease in fiscal 2003 was primarily due to prepayments to various suppliers for early payment discounts on crop protection chemicals and lower year-end accounts payable to suppliers. This was partially offset by lower inventories and increased earnings. The increase in fiscal 2002 was primarily due to working capital improvements, mainly in accounts receivable and inventories.

Cash flows used in investing activities totaled $6.5 million during the first thirty-nine weeks of fiscal 2004 compared with ($5.5) million during the same period in fiscal 2003. Cash flows used in investing activities totaled $5.6 million, $13.7 million and $18.2 million in fiscal 2003, 2002 and 2001, respectively. Proceeds of $15.1 million were generated from the sales of assets in our Montana animal feed business and two formulating facilities in fiscal 2004. Cash flows used in investing activities primarily represent capital expenditures for property, plant and equipment, which totaled $8.4 million and $6.6 million during the first thirty-nine weeks of fiscal 2004 and 2003, respectively, and $8.0 million, $15.2 million and $27.0 million in fiscal 2003, 2002 and 2001, respectively.

Cash flows provided by financing were $40.2 million during the first thirty-nine weeks of fiscal 2004, compared with $530.5 million during the first thirty-nine weeks of fiscal 2003. Cash flows provided by (used in) financing activities were $263.8 million, ($198.5) million and $136.0 million in fiscal 2003, 2002 and 2001, respectively. Financing activities have historically been primarily limited to investments by and (distributions) to ConAgra Foods, which totaled $27.5 million and $512.7 million during the first thirty-nine weeks of fiscal 2004 and 2003, respectively, and $268.3 million, ($199.1) million and $135.5 million in fiscal 2003, 2002 and 2001 respectively. During the first thirty-nine weeks of fiscal 2004 and 2003, cash flows from financing activities also included increases in bank overdrafts of $12.7 million and $22.3 million, respectively.

Acquired Businesses

Cash flows used in the operating activities of the Acquired Businesses totaled $104.6 million for the first thirty-nine weeks of fiscal 2004, compared with $566.6 million during the same period of fiscal 2003. The decline in cash used in operating activities was due to improved working capital management in the first thirty-nine weeks of fiscal 2004.

Cash flows provided by (used in) operating activities of the Acquired Businesses totaled ($270.6) million, $125.2 million and ($3.1) million in fiscal 2003, 2002 and 2001, respectively. The decrease in fiscal 2003 was primarily due to prepayments to various suppliers for early payment discounts on crop protection chemicals and lower year-end accounts payable to suppliers. This was partially offset by lower inventories and increased earnings. The increase in fiscal 2002 was due to working capital improvements, primarily in accounts receivable and inventories.

Cash flows used in investing activities totaled $6.5 million during the first thirty-nine weeks of fiscal 2004, compared with ($4.2) million during the same period of fiscal 2003. Cash flows used in investing activities totaled $4.0 million, $12.8 million and $13.5 million in fiscal 2003, 2002 and 2001, respectively. Proceeds of $15.1 million were generated from the sales of assets in our Montana animal feed business and two formulating facilities in fiscal 2004. Cash flows used in investing activities primarily represent capital expenditures for property, plant and equipment, which totaled $8.4 million and $5.3 million during the first thirty-nine weeks of fiscal 2004 and 2003, respectively, and $6.4 million, $13.7 million and $23.0 million in fiscal 2003, 2002 and 2001, respectively. Total capital expenditures are expected to be approximately $10 million in fiscal 2005.

Cash flows provided by financing were $69.5 million during the first thirty-nine weeks of fiscal 2004, compared with $488.1 million during the first thirty-nine weeks of fiscal 2003. Cash flows provided by (used in) financing activities were $230.5 million, ($186.0) million and $49.0 million in fiscal 2003, 2002 and 2001, respectively. Financing activities have historically been primarily limited to investments by and (distributions) to ConAgra Foods, which totaled $57.9 million and $476.3 million during the first thirty-nine weeks of fiscal 2004

and 2003, respectively, and $234.9 million, ($186.6) million and $48.5 million in fiscal 2003, 2002 and 2001 respectively. During the first thirty-nine weeks of fiscal 2004 and 2003, cash flows provided by financing activities also included increases in bank overdrafts of $11.6 million and $16.3 million, respectively.

Credit Facilities and Other Long Term Debt

In connection with the Acquisition, United Agri Products entered into the existing five-year $500.0 million asset-based revolving credit facility. The existing revolving credit facility also provides for a $20.0 million revolving credit sub-facility for UAP Canada, a $50.0 million letter of credit sub-facility, a $25.0 million swingline loan sub-facility and a $25.0 million in-season over-advance sub-facility. The interest rates with respect to revolving loans under the existing revolving credit facility are based, at our option, on either the agent’s index rate plus an applicable index margin of 1.50% or upon LIBOR plus an applicable LIBOR margin of 2.75%. The interest rates with respect to in-season overadvances under the existing revolving credit facility are based, at our option, on either the agent’s index rate plus an applicable index margin of 2.75% or upon LIBOR plus an applicable LIBOR margin of 4.00%. These applicable margins are in each case subject to prospective reduction on a quarterly basis (other than the margins on in-season overadvances) if we reduce our ratio of funded debt to EBITDA (on a consolidated basis). Overdue principal, interest and other amounts will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%. The obligations under the existing revolving credit facility are (or, in the case of future subsidiaries, will be) guaranteed by UAP Holdings and each of its existing and future direct and indirect U.S. subsidiaries. The obligations under the existing revolving credit facility are secured by a first priority lien on, or security interest in, subject to certain exceptions, substantially all of UAP Holdings’, United Agri Products’ and UAP Canada’s properties and assets and the properties and assets of each of the guarantors. The existing revolving credit facility contains customary representations, warranties and covenants and events of default for the type and nature of the Acquisition and a business such as ours. See “Description of Other Indebtedness” for a more detailed discussion of the terms of the existing revolving credit facility.

On December 16, 2003, United Agri Products issued $225.0 million aggregate principal amount of 8¼% Senior Notes which mature on December 15, 2011. Prior to the closing of this offering, United Agri Products intends to commence a tender offer and consent solicitation with respect to all its outstanding $225.0 million aggregate principal amount of 8¼% Senior Notes. Upon receipt of the requisite consents, we will execute a supplemental indenture with respect to the 8¼% Senior Notes, with effectiveness subject to the consummation of the Tender Offers. See “Prospectus Summary—Tender Offers and Consent Solicitations” for a more detailed discussion of the terms of the tender offer and consent solicitation with respect to the 8¼% Senior Notes and “Description of Other Indebtedness—8¼% Senior Notes” for a more detailed discussion of the terms of the 8¼% Senior Notes.

On January 26, 2004, UAP Holdings issued $125.0 million aggregate principal amount at maturity of 10¾% Senior Discount Notes which mature on July 15, 2012. Prior to the closing of this offering, UAP Holdings intends to commence a tender offer and consent solicitation with respect to all of its outstanding $125.0 million aggregate principal amount at maturity of 10¾% Senior Discount Notes. Upon receipt of the requisite consents, we will execute a supplemental indenture with respect to the 10¾% Senior Discount Notes, with effectiveness subject to the consummation of the Tender Offers. See “Prospectus Summary—Tender Offers and Consent Solicitations” for a more detailed discussion of the terms of the tender offer and consent solicitation with respect to the 10¾% Senior Discount Notes and “Description of Other Indebtedness—10¾% Senior Discount Notes” for a more detailed discussion of the terms of the 10¾% Senior Discount Notes.

OBLIGATIONS AND COMMITMENTS

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as lease agreements, debt agreements and unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as “take-or-pay” contracts). We enter into unconditional purchase obligation arrangements

in the normal course of business in order to ensure that adequate levels of sourced product are available to us. The following is a summary of our contractual obligations as of November 23, 2003:


	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		2-3 Years		4-5 Years		After 5 Years
	(in millions)
Long-Term Debt	$	—	$	—	$	—	$	—	$	—
Lease Obligations		20.6		6.8		8.3		2.5		3.0
Unconditional Purchase Obligations		0.5		0.4		0.1		—		—

Total	$	21.1	$	7.2	$	8.4	$	2.5	$	3.0

We have excluded from the above table amounts associated with operating leases having remaining noncancelable lease terms of one year or less as well as contractual obligations of the Businesses Not Acquired of $1.1 million. During the first half of fiscal 2004, there were no material changes to our contractual obligations.

The above table also does not include obligations under the existing revolving credit facility, the 8¼% Senior Notes, the 10¾% Senior Discount Notes, or the IDSs or senior subordinated notes offered hereby. As of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, our total indebtedness would have been $ million, of which $ million would have been outstanding under the Amended Credit Facilities and $ million would have consisted of the senior subordinated notes offered hereby. The Amended Credit Facilities are expected to consist of a revolving facility, which has a five-year term, and a new senior secured second lien term loan facility, which has a year term. The senior subordinated notes will mature in 2014, subject to extension of maturity as described herein.

Additionally, the above table does not include our obligation to pay to ConAgra Foods 50% of rebate payments received by us related to the 2003 and prior crop years. As of the date hereof, we have paid ConAgra Foods $54.0 million pursuant to such obligation. See “Certain Relationships and Related Transactions—The Acquisition—The Stock Purchase Agreement.”

As of November 23, 2003 and February 23, 2003, we had no outstanding commercial commitment arrangements (e.g., guarantees). As of November 23, 2003, on a pro forma basis after giving effect to the Acquisition and the Transactions, our total other commercial commitments (consisting of outstanding letters of credit) would have been $ million.

The 8¼% Senior Notes were issued on December 16, 2003 and the proceeds from such offering were used to repay the entire principal amount, plus accrued interest, incurred in connection with a $175.0 million unsecured senior bridge loan facility. United Agri Products entered into the senior bridge loan facility on November 24, 2003 and used borrowings thereunder to fund, in part, the Acquisition.

We have the ability to incur additional debt, subject to the limitations imposed by the existing revolving credit facility, the indenture governing the 8¼% Senior Notes and the indenture governing the 10¾% Senior Discount Notes. In addition, we will have the ability to incur additional debt after the consummation of this offering, subject to the limitations imposed by the Amended Credit Facilities and the indenture governing the senior subordinated notes. Under the indenture governing the senior subordinated notes, in addition to specified indebtedness, we and our subsidiaries will be able to incur additional indebtedness so long as, on a pro forma basis, our Consolidated Fixed Charge Coverage Ratio (the ratio of Adjusted EBITDA (as defined) to Fixed Charges (as defined)) is 2.0 to 1.0 or greater. Adjusted EBITDA is calculated by making the following adjustments to EBITDA: (1) the elimination of Businesses Not Acquired; (2) the add-back of bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeds 1% of net sales; (3) the subtraction of collections of customer accounts previously written-off as bad debts; and (4) the add-back of physical inventory adjustments that exceed 0.5% of the cost of goods sold for fertilizer products.

The amount of the Acquired Businesses’ bad debt expense, before collections from customer accounts previously written-off as bad debts, did not exceed 1% of net sales during the thirty-nine week period ended

November 23, 2003, the thirty-nine week period ended November 24, 2002 or fiscal 2003. The amount of the Acquired Businesses’ bad debt expense, before collections from customer accounts previously written-off as bad debts, that exceeded 1% of net sales during fiscal 2002 and fiscal 2001 was $28.5 million and $2.8 million, respectively.

The amount of collections of customer accounts previously written-off as bad debts during the thirty-nine week periods ended November 23, 2003 and November 24, 2002 was $5.3 million and $12.1 million, respectively. The amount of collections of customer accounts previously written-off as bad debts during fiscal 2003, fiscal 2002 and fiscal 2001 was $14.9 million, $1.1 million and $1.3 million, respectively.

The amount of physical inventory adjustments in excess of 0.5% of the cost of goods sold for fertilizer products during the thirty-nine week periods ended November 23, 2003 and November 24, 2002 was ($1.4) million and ($1.1) million, respectively. The amount of physical inventory adjustments that exceeded 0.5% of the cost of goods sold for fertilizer products during fiscal 2003, fiscal 2002 and fiscal 2001 was $1.9 million, $27.2 million and ($0.2) million, respectively.

As a holding company, our investments in our operating subsidiaries, including United Agri Products, constitute substantially all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. Our principal source of the cash required to pay our and our subsidiaries’ obligations and to repay the principal amount of our and our subsidiaries’ obligations, including the senior subordinated notes, is the cash that our subsidiaries generate from their operations and their borrowings under the existing revolving credit facility. Our subsidiaries are separate and distinct legal entities and have no obligations to make funds available to us. The terms of the Amended Credit Facilities will restrict our subsidiaries from paying dividends, making loans or other distributions and otherwise transferring assets to us. Furthermore, our subsidiaries will be permitted under the terms of the Amended Credit Facilities and the indenture governing the senior subordinated notes to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing our current and future indebtedness will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on the senior subordinated notes when due. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance all or a portion of our indebtedness, including the senior subordinated notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the Amended Credit Facilities and the senior subordinated notes, on commercially reasonable terms or at all.

TRADING ACTIVITIES

As of November 23, 2003 and February 23, 2003, we had no outstanding derivative contracts. However, subject to limitations set forth in our debt agreements, including the indenture, we may, in the future, enter into derivative contracts to limit our exposure to changes in interest rates, foreign currency exchange rates and energy prices.

RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for classification and measurement in the balance sheets for certain financial instruments which possess characteristics of both a liability and equity. Generally, it requires classification of such financial instruments as a liability. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. For financial instruments in existence prior to May 31, 2003, SFAS No. 150 is effective as of the beginning of fiscal 2005. We do not believe the adoption of SFAS No. 150 will have an impact on our financial statements.

OFF BALANCE SHEET ARRANGEMENTS

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (ARB 51),” which clarifies the consolidation accounting guidance in

ARB 51, “Consolidated Financial Statements,” as it applies to certain entities in which equity investors who do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entities to finance their activities without additional subordinated financial support from other parties. Such entities are known as variable interest entities (VIEs). FIN No. 46 requires that the primary beneficiary of a VIE consolidates the VIE. FIN No. 46 also requires new disclosures for significant relationships with VIEs, whether or not consolidation accounting is used or anticipated. In December 2003, the FASB revised and re-released FIN No. 46 as “FIN No. 46(R).” The provisions of FIN No. 46(R) are effective for periods ending after March 15, 2004. We do not believe the adoption of FIN No. 46(R) will have a material impact on our financial position or results of operations.

All future cash payments required under our noncancelable leasing arrangements having remaining noncancelable lease terms of more than one year are reflected in the “contractual obligations” table above under “—Obligations and Commitments.”

RELATED PARTY TRANSACTIONS

ConAgra Foods’ executive, finance, tax and other corporate departments have historically performed services for the ConAgra Agricultural Products Business, and, pursuant to the Transition Services Agreement described in “Certain Relationships and Related Transactions—Ancillary Agreements,” will continue to perform certain administrative and other services for us. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business were historically determined based on the specific services that were provided or were allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. In addition, ConAgra Foods charged the ConAgra Agricultural Products Business finance charges on ConAgra Foods’ investment in and advances to the ConAgra Agricultural Products Business. We believe that such expense allocations were reasonable. It is not practical to estimate the expenses that would have been incurred by the ConAgra Agricultural Products Business if it had been operated on a stand-alone basis. Corporate allocations included allocation of selling, administrative and general expenses of approximately $9.3 million and $8.0 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $11.1 million, $10.9 million and $11.4 million for fiscal 2003, 2002 and 2001, respectively, and allocated finance charges of approximately $12.6 million and $20.5 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $23.1 million, $41.1 million and $60.1 million in fiscal 2003, 2002 and 2001, respectively. Allocated finance charges are presented net of third party finance fee income of $7.3 million and $8.9 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $10.8 million, $13.4 million and $13.5 million in fiscal 2003, 2002 and 2001, respectively.

We also have historically entered into transactions in the normal course of business with parties under common ownership of ConAgra Foods. Net sales to related parties were $5.8 million and $20.6 million during the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $25.5 million, $33.8 million and $13.4 million in fiscal years 2003, 2002 and 2001, respectively. Gross margins associated with related party net sales were $2.0 million and $1.4 million during the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $2.5 million, $2.6 million and $1.5 million in fiscal years 2003, 2002 and 2001, respectively.

MARKET RISK

The principal market risk affecting our business has been exposure to changes in energy prices and, to a lesser extent, foreign currency risks. We are currently exposed to market risks including exposure to changes in energy prices, with respect to which we currently pay market rates. As a result of the Acquisition and the Transactions, we are also and will continue to be subject to interest rate risk. Based upon the amounts outstanding under the existing revolving credit facility, on a pro forma basis after consummation of the Acquisition and the Transactions as of November 23, 2003, a one percentage point change in the assumed weighted average interest rate on such credit facility would change our annual pro forma interest expense by $ million.

BUSINESS

OVERVIEW

We are the largest private distributor of agricultural and non-crop inputs in the United States and Canada. We market a comprehensive line of products including crop protection chemicals, seeds and fertilizers to growers and regional dealers. As part of our product offering, we provide a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. The products and services we offer are critical to growers because they lower the overall cost of crop production and improve crop quality and yield. As a result of our broad scale and scope, we provide leading agricultural input companies with an efficient means to access a highly fragmented customer base of farmers and growers.

UAP was initially formed by ConAgra Foods through a series of acquisitions, beginning in May 1978 with the acquisition of a 49% interest in a group of companies engaged in the domestic distribution of agricultural chemicals. ConAgra Foods purchased the remaining 51% from several remaining stockholders in 1980. In 1983, UAP acquired AgChem, Inc., and in 1985 acquired Cropmate Company Inc. UAP expanded its business into Canada through the 1988 purchase of Pfizer Canada, and in 1991 acquired Donnell Agriculture. After a series of additional acquisitions, on November 24, 2003, ConAgra Foods sold UAP and its related businesses to UAP Holdings. For more information on this transaction see “The Acquisition.”

INDUSTRY OVERVIEW AND TRENDS

The agricultural inputs market in the United States was estimated at $26 billion in 2002 and has experienced relative stability since 1997, as measured by total revenues, according to the most recent available survey by the USDA National Agricultural Statistics Service. Key drivers of the market include: continued population growth; the use of more effective chemicals and fertilizers; stable planted acreage; the trend towards larger and more efficient farms; and the increased use of biotechnology in the production of seeds. The three primary product areas of the market are crop protection chemicals, seeds and fertilizer.

Crop Protection Chemicals. Crop protection chemicals expenditures in the United States were approximately $8.2 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. Since 1997, the volume of crop protection chemicals sold in the United States has increased, but overall revenues have remained essentially flat as lower-priced generic products have replaced higher-priced patented products, according to the same survey. This product area includes: (i) herbicides, which keep weed infestations from depriving crops of plant nutrients and water; (ii) insecticides, which keep insects from damaging crops; and (iii) fungicides, which guard against plant diseases.

Seeds. Seed expenditures in the United States were approximately $8.4 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. The seed market in the United States has experienced significant growth since 1997, according to the same survey, driven primarily by increased pricing as a result of improvements in seed technology. In particular, biological “traits” are becoming genetically engineered into seeds, thus reducing the need for chemical treatment of crops. These traits include providing a plant with the ability to resist pests without a chemical application and the ability of a plant to selectively resist herbicides. These technological improvements, together with the availability of more productive seed hybrids, have resulted in higher crop yields.

Fertilizer. Fertilizer expenditures in the United States were approximately $9.5 billion in 2002, according to the most recent available survey by the USDA National Agricultural Statistics Service. Since 1997, the volume of fertilizer sold in the United States has increased, but overall revenues have remained essentially flat, due largely to falling prices as a result of overproduction, according to the same survey. Fertilizers are added to soil to replace or supplement one or more deficient nutrients necessary for plant growth. Nearly all commercial crops grown in the United States and Canada today are produced with the use of a commercial fertilizer, as modern crop varieties and higher yields cannot be sustained by other methods.

Agricultural input manufacturers vary by product category and include major international chemical, fertilizer and seed companies such as Agrium, Bayer Crop Science, ConAgra International Fertilizer Company, Dow AgroScience, DuPont, IMC, Monsanto, PCS and Syngenta. Agricultural input distributors represent the main route-to-market for crop protection chemicals and fertilizer products, and fill a critical need in the U.S. and Canadian agricultural inputs market by allowing suppliers to economically access a highly fragmented customer base of approximately 2 million growers, dealers and non-crop customers. In addition, we believe that both suppliers and customers value the supplementary services that distributors provide, including inventory management, extension of credit, provision of equipment for the application of agricultural products, custom blending and crop management consulting.

accounted for over 50% of sales by the largest 100 retailers in our industry measured by sales. Consolidation in our industry has been driven by a number of factors, including: increased average farm size; consolidation of suppliers; increasing demand for sales people with high levels of technical expertise; poor performance of co-operatives; overcapacity in the industry; and the need for sufficient scale to realize strong relationships with suppliers. We believe that these trends will continue and will result in greater demands being placed on agricultural input distribution companies. Based on independent consulting work which we sponsored, we believe that independent national distributors (i.e., non-cooperatives) increased their retail market share amongst the largest 100 retailers measured by sales from 37% in 1998 to 42% in 2002, and that larger companies, such as UAP, will continue to increase their competitive advantage over businesses with fewer resources.

OUR COMPETITIVE STRENGTHS

Leading Market Positions

We are the largest private distributor of agricultural input products in major crop-producing regions throughout the United States and Canada. We believe that our emphasis on selling a full range of quality products and consistently providing high quality service has enabled us to achieve our leading market shares. We believe, based on independent consulting work which we sponsored, that we hold the number one market position, based on net retail sales of the largest 100 retailers measured by sales, in each of the core product categories in which we compete:


Category	Key Products	Market Position	2002 Retail Market Share
Crop Protection Chemicals	Fungicides, Insecticides and Pesticides	#1	18%
Seeds	Seed and Seed Treatment	#1	16%
Fertilizers	Plant Nutrition	#1	10%

Operating Model Focused on Free Cash Flow

We believe that our operating model generates significant free cash flow as a result of our variable cost structure, low capital expenditure requirements and efficient working capital management. Our capital expenditures have averaged less than 1% of net sales over the past three fiscal years. Largely as a result of operational initiatives implemented during fiscal 2002 and fiscal 2003, our income before income taxes as a percentage of net sales from 0.1% in fiscal 2001 to 2.4% for the twelve months ended November 23, 2003. Our average working capital has been reduced from approximately 25% of net sales in fiscal 2001 to approximately 20% of net sales in fiscal 2003, a reduction of $209.2 million. We believe that our continued focus on cost reductions and working capital management will allow us to continue to generate strong free cash flow.

Extensive Distribution Network

As of January 26, 2004, we operated a broad network of approximately 350 retail and wholesale farm distribution and storage facilities and five formulation facilities, strategically located in major crop producing regions. As of January 26, 2004, we had a sales presence in 49 of the 50 states of the United States, and nine of the 13 Canadian provinces, and our geographic diversity helps us to mitigate poor weather patterns or economic volatility in any one region and our exposure to any one crop. We operate an integrated system of distribution warehouses and, as of January 26, 2004, employed approximately 1,100 sales people across the United States and Canada. Our network enables us to provide customers with a broad range of products and reliable service. Our sales people, the majority of whom have technical training in agronomy, possess an in-depth knowledge of the industry and have established long-term relationships with their customers. As residents of the areas in which we operate, our sales people are an integrated part of the community and understand the region-specific needs of their customers. We believe that our approach has helped us to form strong relationships with customers at the local level and has enabled us to generate revenues per retail outlet of $5.1 million versus $3.4 million on average among the largest 100 retailers in 2002 as measured by sales, based on independent consulting work which we sponsored.

Strong Supplier Relationships

We purchase products from over 100 suppliers, including some of the largest chemical, seed and fertilizer companies in the world. We have strong long-term relationships with our suppliers, and our relationships with our ten largest suppliers date back to the original acquisition of UAP by ConAgra Foods in 1978. We are a critical part of our suppliers’ route-to-market because we are able to help them access a highly fragmented customer base. We believe we are one of the largest customers of agricultural inputs of our seven largest suppliers, and our purchasing scale provides us with a competitive advantage relative to smaller businesses. We believe that our strategic relationships with our suppliers provide us with reliable access to inventory, volume purchasing benefits and the ability to deliver a diverse product offering on a cost-effective basis.

Diversified Product Offering

We provide our customers with a comprehensive offering of agricultural inputs, comprised of over 70,000 active SKUs as of January 26, 2004 consisting of a broad variety of crop protection chemicals, seeds, and fertilizers, with no single brand accounting for more than 5% of our net sales in fiscal 2003. We offer a full line of branded products such as CleanCrop, ACA, Savage, Shotgun, Signature and Dyna-Gro, in areas such as plant nutrition, seed treatment, crop protection, adjuvants and seed. The breadth and diversity of our products and services allows us to act as a “one-stop-shop” that is tailored to meet the region-specific needs of our customers.

Proven and Incentivized Management Team

management team during fiscal 2002 and fiscal 2003, we successfully increased our margins and reduced working capital. After giving effect to this offering, our management will own approximately % of our common stock on a fully diluted basis, a portion of which is subject to time and performance vesting criteria. See “Security Ownership of Certain Beneficial Owners and Management.”

OUR STRATEGY

Target Continued Margin Enhancement and Working Capital Management

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focus on our credit policies in order to seek to maximize our profitability;

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optimize our product mix through increased centralized pricing controls;

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improve company-wide performance through the dissemination of best practices;

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optimize procurement through increased centralized purchasing controls;

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rationalize our infrastructure by closing or selling unprofitable facilities;

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reduce our investment in working capital through the use of enhanced management information systems; and

•

reduce selling, general and administrative expenses through centralization efforts in our formulation operations and administration.

In August 2002, management initiated a monthly scorecard of key performance indicators linked to the management incentive plan, to drive return-based financial performance within regions of our company. In addition, our management has centralized credit and procurement functions to better coordinate various working capital initiatives and has adopted a discounted cash flow approach to capital investments.

Expanded Presence in Seeds, Branded and Non-Crop Products

Seed. We increased net sales of our seed products from $196.2 million in fiscal 2001 to $270.8 in fiscal 2003, and believe that there is the potential for significant further growth in this area. We believe that seed varieties that have been enhanced through biotechnology will serve as a platform for growth due to the increased value-added nature of their sale to the customer, coupled with an increased need for ancillary services when compared with sales of conventional products. In addition, advancements in seed varieties and technologies have increased our customers’ needs for real-time information and access to the genetic varieties in branded and non-branded lines, which we believe benefits larger suppliers such as UAP. We intend to leverage our growth in this business through: (i) advanced technical training for our sales personnel; (ii) hiring and strategically placing experienced sales people; (iii) incentivizing our sales organization with seed-specific performance goals and incorporating specific targets for individual sales people in their respective performance management plans; (iv) nurturing our relationships with seed suppliers; and (v) continuing to focus the resources of our management and sales force in our seed distribution infrastructure.

marketplace for its high quality and yield, and we currently market Dyna-Gro in corn, soybeans, sorghum and alfalfa, as well as other minor crops. The margin contribution to us for our Dyna-Gro brand is higher than that of a commodity brand because we use internal resources to source and market it.

Proprietary Branded Products. We intend to focus on increasing sales of our proprietary branded products, which provide value-added features to benefit customers and higher margins to us as compared with other products we sell for third parties. Increased sales of our proprietary branded products have contributed to our margin improvement from fiscal 2001 through fiscal 2003, largely as a result of providing enhanced formulations and tailoring the products to fit growers’ needs in specific regions, including unique dry herbicide formulations and specialized Nortrace brand micronutrients and Dyna-Gro seed. We seek to further improve our product mix through internal development and close cooperation with our major suppliers, and plan to introduce five new proprietary products during the fourth quarter of fiscal 2004.

Non-Crop. We also distribute agricultural chemicals, seed and fertilizers for many non-agricultural markets, and are the only distributor in our markets with a presence in the three major non-crop market product areas of turf and ornamental (golf courses, resorts, nurseries and greenhouses), pest control operators and right-of-way vegetation management. This non-crop business has a distinctly different customer base from the agricultural markets, and requires different service levels and locations closer to suburban or leisure centers. We believe that many non-crop markets are experiencing natural growth with general demographic trends. For example, as population growth expands in the Southern United States, we expect increased opportunities for sales to pest control operators. As leisure spending increases, we expect increased opportunities for sales to turf, golf course, resort and nursery businesses. The non-crop market is an important strategic growth area for UAP, and as such we are focused on expansion of our current non-crop business through small acquisitions, increased sales of branded products, introduction of new branded products and improving operational performance through consolidation.

Leverage our Scale

BUSINESS OPERATIONS

We operate our business through two primary divisions: Distribution and Products. The Distribution Division, which accounted for approximately 80% of our net sales in fiscal 2003, purchases agricultural input products from third parties and resells these products, together with our own proprietary private label products, to growers and regional dealers. As of January 26, 2004, the Distribution Division maintained a network of approximately 350 facilities throughout the United States and Canada. The Products Division, which, together with our non-crop Distribution Business, accounted for approximately 20% of our net sales in fiscal 2003, formulates our proprietary products and provides blending and formulation services for the private label brands of our suppliers. As of January 26, 2004, the Products Division consisted of five blending and formulation facilities that produce crop protection chemicals, seeds and fertilizers. The proprietary products formulated by the Products Division are sold to our customers through the distribution network of our Distribution Division.

Distribution Division

As of January 26, 2004 we had an extensive distribution infrastructure of over 350 facilities, consisting of retail distribution centers, bulk storage, granulation, blending and seed treatment plants, as well as an integrated

network of distribution storage terminals and warehouses. We believe our infrastructure, including chemical and seed warehouses, bulk storage for crop protection chemicals and fertilizer loading equipment, delivery vehicles, nurse tanks, trailers and application equipment provides us with a significant competitive advantage over smaller, regional competitors and deters new entrants into this capital intensive market. Our facilities are strategically located throughout the major crop producing regions in the United States and Canada. We believe this market presence provides a number of competitive advantages, including:

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allowing us to act as a supplier to the country’s largest purchasers of crop production inputs;

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providing us with the opportunity to distribute products for the leading agricultural input producers; and

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providing market diversity that helps to insulate our overall business from difficult farming conditions as a result of poor weather in any one particular market or adverse market conditions for a specific crop.

We have instituted central management controls and utilize our logistical expertise and sophisticated information technology systems to manage our extensive businesses and facilities network. We understand the importance of flexibility at the local level to adapt to local conditions. We aim to achieve the proper balance of central control and direction with local flexibility by utilizing team management and appropriate incentive programs.

We operate distribution centers serving both wholesalers and individual growers, and are one of the largest retailers of crop production inputs to growers in North America. Retail centers typically service growers within a 10 to 50 mile radius of their locations. We operate retail centers in each major crop producing region of the United States and Canada. Our distribution network, though centrally organized, is internally divided by region. The following table identifies these various regions, the states served (subject to occasional overlap), the major crops serviced, the approximate number of employees (including hourly and temporary employees) and the total sales for each such region for fiscal 2003:


Region	States/Provinces Served	Major Crops Serviced	Employees	Fiscal 2003 Net Sales (dollars in millions)
Coastal	AZ, CA, CT, DE, FL, GA, HI, MA, MD, ME, NC, NH, NJ, NV, NY, OR, PA, RI, SC, VA, VT, WA, WV	Tree fruits, nuts, vines, vegetables, rice, cotton, alfalfa, corn, peanuts, wheat and tobacco	940	$	821.1

Southern	AL, AR, IA, KY, LA, MS, OK, TN, TX	Cotton, soybeans, rice, peanuts and corn	631	$	528.9

Northern	CO, IA, ID, IL, IN, KS, MI, MN, MO, MT, ND, NE, OH, SD, UT, WI, WY	Corn, soybeans, wheat, sorghum, sunflowers, corn, potatoes and sugarbeets	1,362	$	1,020.6

Canada	AB, BC, MN, NB, NS, ON, PEI, QU, SK	Tree fruits, vegetables, soybeans, corn, wheat, canola and tobacco	122	$	123.9

We sell a complete line of products and services to growers through our distribution facilities, with each site tailoring its product offering to the specific needs of the growers in its service area. Our product offering, coupled with the advice of our sales professionals, provides our customers with a “one-stop shop” for all their agricultural inputs needs.

Crop Protection Chemicals. Crop protection chemicals represent a significant portion of our business, accounting for approximately 66% of fiscal 2003 net sales. We distribute a full range of crop protection chemicals through our distribution locations, including herbicides, insecticides and fungicides, adjuvants and surfactants. We also provide a variety of services related to the application of crop protection chemicals. Within crop protection chemicals, we have experienced a trend towards bundling chemicals products with complementary seed products, as a result of advances in seed technology.

Seed. We have placed an emphasis on new seed technology and provide a complete range of seed and seed treatments to growers through our distribution centers. Increasingly, our seed products are prepared by leading seed companies, and sold both under their brand names and our private labels (for example, Dyna-Gro). For example, we were one of the first companies to distribute Roundup Ready soybean and cotton seeds and technology for Monsanto in the United States. Roundup is a popular crop protection product, and Roundup Ready enables soybeans and cotton plants to be Roundup tolerant. We believe that seed technology based on genetic engineering is an important growth area for agriculture.

Fertilizer. We distribute a full range of fertilizer products through our distribution centers, including nitrogen, potassium and phosphorous, and various micronutrients such as iron, boron and calcium. We also provide fertilizer application services, as well as customized fertilizer blending for the specific needs of individual growers.

Services. In addition to selling traditional crop production inputs, our distribution centers provide agronomic services to growers. These services range from the traditional custom blending and application of crop nutrients to meet the needs of individual growers, to more sophisticated and technologically advanced services on a fee basis such as soil sampling, pest level monitoring and yield monitoring using global position systems satellite grids and satellite-linked variable rate spreaders and applicators to take advantage of the data.

Non-Crop. We also distribute agricultural chemicals, seed and fertilizers for many non-agricultural markets, such as turf and ornamental (golf courses, resorts, nurseries and greenhouses), pest control operators and right-of-way vegetation management. This non-crop business has a distinctly different customer base from the agricultural markets, and requires different service levels and locations closer to suburban or leisure centers. We believe that many non-crop markets are experiencing natural growth with general demographic trends. For example, as population growth expands in the Southern U.S., we expect increased opportunities for sales to pest control operators. As leisure spending increases in the U.S., we expect increased opportunities for sales to turf, golf course, resort and nursery businesses. We are the only distributor in our markets with a presence in the three major non-crop market product areas of turf and ornamental, pest control operators and right-of-way vegetation management, and as such it is an important strategic growth area for UAP. We are focused on expansion of our current structure through small acquisitions, increased sales of branded products, introduction of new branded products and improving operational performance through consolidation.

Products Division

The Products Division consists of our formulating, blending and packaging operations. Our marketing group works closely with the Products Division to drive its portfolio management, sales activities, advertising and technical service. We operate five formulation facilities throughout the U.S. that produce our proprietary branded products as well as private label products from third parties. Typically, these private label products were developed independently by us or in cooperation with our leading suppliers. We generally distribute the products formulated by our Products Division through our Distribution Division.

As of January 26, 2004, we had approximately 200 proprietary branded products. We have a broad product offering of proprietary brands in each of our segments. Some of our key proprietary branded products in each of our segments are listed in the table below.


Segment		Key Proprietary Branded Products
Crop Protection Chemicals/Adjuvants		Savage, Shotgun, Salvo, Strategy, Amplify, LI 700, Choice, Weather Guard, Liberate

Seed and Seed Treatments		Dyna-Gro, DynaStart, So-Fast

Fertilizers		ACA, Awaken, Nortrace

Non-Crop		Signature, Bisect

Our proprietary brands allow us to enhance our product offering and provide formulations designed to meet the needs of growers in each region that we serve. As a result, we are able to obtain a higher contribution margin from our proprietary branded products than from commodity brands we distribute from other suppliers. We believe our proprietary branded products represent a significant value for our customers and help increase the overall value of our suppliers’ products. Many of our proprietary branded products are patented in the U.S. or Canada.

The Products Division also provides formulating, blending and packaging services for third parties, primarily our major suppliers such as BASF, Bayer, Dow, DuPont, Monsanto and Syngenta. This relationship with our suppliers allows us to leverage our fixed costs and increase plant efficiencies. In addition, by working in such an integrated manner with our suppliers, we are able to remain at the forefront of the newest product technology and market offerings.

As a result of the management initiatives implemented at the end of fiscal 2002, we have streamlined our product offering, focused our resources on driving sales of the most profitable brands within each product segment, and reduced our cost structure. For example, we closed two formulation plants during the current fiscal year as part of these initiatives. With our major initiatives substantially complete and an efficient operating platform in place, we intend to focus on increasing sales and margins in our Products Division by continued enhancement of our product mix and increased offerings in each product segment. New product offerings will be generated through internal development and continued cooperation with our major suppliers.

INTELLECTUAL PROPERTY

We use a wide array of technological and proprietary processes to enhance our crop protection, seed and fertilizer inputs and product development programs. We believe these technologies and proprietary processes enable us to create novel product concepts and reduce time to market. In certain circumstances, we file for patents on technology that we believe is patentable. As of January 26, 2004 we held hold approximately 200 trademarks (pending or registered) in the United States either directly or through one of our subsidiaries. These trademarks pertain to products formulated and distributed by us, including pesticides, herbicides, fertilizers and feed. As of January 26, 2004 United Agri Products Canada Inc., one of our subsidiaries, held approximately 60 trademarks (pending or registered) either directly or through one of its subsidiaries. These trademarks pertain to products formulated and distributed by us, including pesticides, herbicides, fungicides and fertilizers. In addition, we and our subsidiaries possess contractual rights to certain trademarks held by third parties through arrangements with certain of our suppliers and distributors, including licenses to use trademarks owned by Dow AgroSciences, DuPont, FMC, Monsanto, Valent and Gowan.

Intellectual property rights help protect our products and technologies from use by competitors and others. In addition to trademarks, intellectual property rights of importance to us include trade secrets, confidential statements of formulation and other proprietary manufacturing information. We use nondisclosure agreements to protect our proprietary and confidential information. Such nondisclosure agreements specifically address the confidential information disclosed and concern the protection of our intellectual property. The objectives of the trade secret policy are to prevent disclosure of sensitive information and to protect our legal interests if our trade secrets are appropriated. We will continue to aggressively prosecute and enforce all of our intellectual property rights.

SEASONALITY

Our and our customers’ businesses are seasonal, based upon the planting, growing and harvesting cycles. During fiscal 2002 and 2003, at least 75% of our net sales occurred during the first and second fiscal quarters of each year because of the condensed nature of the planting season. As a result of the seasonality of sales, we experience significant fluctuations in our revenues, income and net working capital levels. However, our integrated network of formulation and blending, distribution and warehousing facilities and technical expertise

allows us to efficiently process, distribute and store product close to our end-users and to supply our customers on a timely basis during the compressed planting and growing season. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

PRODUCTS

The following table shows the percentage of our net sales by product line for the thirty-nine week period ended November 23, 2003 and for the 2001, 2002 and 2003 fiscal years, respectively:


	Year ended February 25, 2001		Year ended February 24, 2002		Year ended February 23, 2003		Thirty-Nine Week Period ended November 23, 2003
	(as a percentage of net sales)
Crop Protection Chemicals	73.3	%	65.9	%	65.7	%	64.9	%
Fertilizer	16.9	%	21.0	%	20.2	%	20.7	%
Seed	7.1	%	10.2	%	10.7	%	10.9	%
Other	2.7	%	2.9	%	3.4	%	3.5	%

Total	100.0	%	100.0	%	100.0	%	100.0	%

In fiscal 2003, our top ten products accounted for approximately 15% of net sales.

COMPETITION

The market for the distribution of crop protection chemicals, seeds, fertilizers and agronomic services is highly competitive. In each of our local markets, we typically compete with two or three other distributors. These distributors include agricultural cooperatives, multinational corporation-owned distribution outlets and other independent distribution companies. Agricultural cooperatives are operated for the benefit of their member growers and include companies such as Agriliance, LLC and Growmark, Inc. Multinational corporation-owned distribution outlets include companies such as Helena Chemical Company (a subsidiary of Marubeni Corporation), and other independent distributors such as Royster-Clark, Inc. Our market has experienced significant consolidation over the past several years as the number of outlets has declined from approximately 12,500 in 1995 to 9,500 in 2001. Based on independent consulting work which we sponsored, we believe that independent national distributors increased their retail market share amongst the top 100 retailers in sales from 37% in 1998 to 42% in 2002, and that larger companies, such as UAP, will continue to increase their competitive advantage over businesses with fewer resources. We generally compete with other distributors on the basis of breadth of product offering, ability to provide “one-stop shopping” with customized local products and services, our salesforce’s knowledge of and relationships with our customers, and price. We believe that we compete successfully in each of these areas.

SALES ON CREDIT, EXTENSIONS OF CREDIT AND ACCOUNTS RECEIVABLE

A significant portion of our sales to growers and independent retailers are made through the use of credit incentives and programs. Typically, we sell products on cash or credit terms, with credit terms ranging from 30 days to crop terms, which typically require payments in December. Many accounts accrue service or finance charges. The interest rate on such charges varies by state, subject to maximum allowable interest under the particular state’s laws. As of November 23, 2003, our aggregate accounts receivable, most of which constituted extensions of credit to trade customers, totaled $487.1 million.

We have a dedicated and focused credit department, responsible for all our credit and risk management, and our centralized credit and procurement functions are responsible for coordinating various working capital initiatives. Our credit department is also responsible for establishing credit terms and credit limits, compiling data and generating reports to monitor collections and reserves for bad debt, monitoring progress of credit related

initiatives, assuring data integrity and distributing relevant reports to the field credit managers. Beginning in the latter half of fiscal 2002, our new management team, including a new Senior Vice President of Credit, implemented more disciplined and sophisticated credit and collections policies and procedures as part of an effort to increase our operational efficiency. These new credit policies and procedures included detailed computerized analysis of a particular customer’s credit prior to the sale, routine monitoring of customer credit limits, systematic inactivation of non-conforming accounts and hiring a dedicated staff of collections specialists.

MANAGEMENT INFORMATION SYSTEMS

Our finance, credit and information technology departments are responsible for all of our financial reporting, information technology and systems, treasury and cash management, financial analysis and budgeting, state tax filings, and credit and risk management.

In addition, our finance and credit departments perform financial modeling and analysis, due diligence and contract negotiations for acquisitions. Our credit department also establishes credit terms and credit limits, compiles data and generates reports to monitor collections, reserves for bad debt, and progress of credit related initiatives, and to assure data integrity and distribute relevant reports to the field credit managers. Our finance department is currently consolidating from its six current locations to two locations in Greeley, Colorado and Tampa, Florida.

We have point-of-sale computer systems at our locations which provide daily reports, including sales and profitability data, credit information and working capital data. We use these systems to provide data for inventory control, credit controls, budgeting, forecasting and working capital management requirements.

RAW MATERIALS AND SUPPLIES

We purchase our crop protection products and seed primarily from the world’s leading agrochemical companies. We have contracts with each of BASF, Bayer Crop Science, Dow AgroSciences, DuPont Nemours, Monsanto, Syngenta and other prominent suppliers in the industry. We act as a leading distributor of crop protection products for major agricultural chemical companies, purchasing crop protection products at the chemical companies’ distributor price and receiving a cash rebate based on volume and type of product. The cash rebate is typically paid near the end of the calendar year, but may be advanced monthly with the balance paid at year-end. Such rebate programs may be published programs, in which case rebates are calculated similarly among all buyers, or unpublished programs, in which case rebates are structured solely according to our business.

Historically we have purchased, and will continue to purchase, our fertilizer primarily from ConAgra International Fertilizer Company, an affiliate of ConAgra Foods, and one of the largest U.S. marketers of fertilizer. In connection with the Acquisition, we entered into a five-year fertilizer supply agreement with ConAgra International Fertilizer Company. Our agreement with ConAgra International Fertilizer Company enables us to buy fertilizer from U.S. or international sources, depending on where we can get the best prices. See “Certain Relationships and Related Transactions—Ancillary Agreements.”

EMPLOYEES AND LABOR RELATIONS

As of January 26, 2004 we employed approximately 3,100 non-unionized and salaried employees, approximately 95 unionized employees and approximately 200 temporary employees to meet our seasonal needs. We believe we have good relations with our employees. All our unionized employees work at the Platte Chemical Company facility in Greenville, Mississippi and are all subject to a collective bargaining agreement. This collective bargaining agreement is scheduled to expire in August 2004, but is subject to automatic renewals for additional year-long periods unless otherwise terminated. We have not had any work stoppages in the past five years.

In connection with the Acquisition, UAP Holdings entered into retention agreements with ten of our top executives. Each of these executives was granted restricted units in UAP Holdings pursuant to these retention agreements. In addition, UAP Holdings issued these same employees stock options that vest in three separate tranches and are subject to UAP Holdings’ 2003 stock option plan. See “Management.”

PROPERTIES

Our properties are located in the major crop-producing regions of the United States and Canada. We are headquartered in Greeley, Colorado and have five formulation facilities located throughout the United States.


Location	Owned/Leased	Building(s) Square Footage	Formulating Square Footage	Function
Greeley, Colorado	Leased	47,753	N/A	Headquarters
Greeley, Colorado	Owned	70,000	10,000	Formulating
Fremont, Nebraska	Owned	84,500	28,000	Formulating
Greenville, Mississippi	Owned	292,400	100,900	Formulating
Caldwell, Idaho	Owned	29,000	8,000	Formulating
Billings, Montana	Owned	58,225	9,000	Formulating

In addition, as of January 26, 2004, we owned or leased 393 properties that are used to maintain inventory and distribute and sell our products to our customers. We determine the number of distribution and storage facilities as those managed by a single location manager. Because there may be more than one property that we own or lease managed by a location manager, our approximately 350 distribution and storage facilities are less than the total number of leased and owned properties. We also utilize other miscellaneous facilities in our distribution business. We operate these properties through our four primary geographic regions, which are further divided into fifteen sub-regions, as noted below:


Region	Sub-region	States Served	Owned	Leased	Total
Coastal	Carolinas	NC, SC, VA	3	12	15
	Florida	FL	1	16	17
	Northeast	CT, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VT, WV	4	24	28
	West	AZ, CA, NV	5	14	19

Northern	Great Lakes	MI, OH, WI	16	17	33
	Midwest	IA, MN	21	26	47
	Northern Plains	MT, ND, SD	16	8	24
	Northwest	HI, ID, OR, UT, WA	5	16	21
	Pueblo	CO, KS, NE, WY	9	6	15
	Richter	MO, IL, IN	28	20	48

Southern	Delta	LA, MS	8	30	38
	Midsouth	AR, KY, TN	7	23	30
	Southeast	AL, GA	3	11	14
	Southwest	NM, OK, TX	8	17	25

Canada	—	—	5	13	18

Administrative	—	CO	0	1	1

TOTAL			139	254	393

Mortgages on 36 of our owned properties secure our obligations under the Amended Credit Facilities. See “Description of Other Indebtedness.”

ENVIRONMENTAL MATTERS

Our facilities and operations must comply with a wide variety of federal, state and local environmental laws, regulations and ordinances, including those related to air emissions, water discharges and chemical and hazardous waste management and disposal. Our operations are regulated at the federal level under the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, and at the state level under analogous state laws and regulations. Our operations also are governed by laws relating to workplace safety and worker health and safety, primarily the rules of the Occupational Safety and Health Administration and the United States Department of Transportation. Non-compliance with these environmental, health and safety laws can result in significant fines or penalties or restrictions on our ability to sell or transport products. We manage these regulatory risks by employing a staff of highly trained professionals, by performing periodic compliance audits, and by participating in industry stewardship initiatives. We believe that our operations are in compliance in all material respects with current requirements under environmental laws and employee safety laws, except for matters that are not expected to have a material adverse effect on our business, financial conditions, results of operations or liquidity.

Environmental laws may hold current owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances, materials or wastes, pollutants or contaminants, including petroleum and petroleum products. Because of our operations, the history of industrial or commercial uses at some of our facilities, the operations of predecessor owners or operators of some of the businesses, and the use, production and release of hazardous substances at these sites, we are affected by the liability provisions of environmental laws. Many of our facilities have experienced some level of regulatory scrutiny in the past and are or may be subject to further regulatory inspections, future requests for investigation or liability for hazardous substance management practices.

From time to time, we incur expenses in connection with remediation of hazardous substances, including nitrates, phosphorous and pesticides in soils and/or groundwater at our current and former facilities. Much of this work is conducted on a voluntary basis under state law, which provides for reimbursement of expenses by state agricultural funds. In addition, we are engaged in corrective action under the Resource Conservation and Recovery Act at our facilities in Billings, Montana and Garden City, Kansas, and our former facility in Nichols, Iowa. We have also removed or closed underground storage tanks from some of our facilities and, in some instances, are responding to historic releases at these locations. In total, both voluntary and government ordered cleanups of releases of hazardous substances are planned or being performed at approximately 24 sites. Without consideration of third-party contributions, the cost of these on-going and potential response actions is not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.

In some cases, third parties (including government reimbursement funds and insurers) may contribute to the costs of cleanup at these sites. ConAgra has agreed to provide us with a partial reimbursement of costs that we may incur in the future relating to any cleanup requirements arising out of pre-closing environmental conditions at our Greenville, Mississippi facility. On October 14, 2002, December 23, 2002 and December 31, 2002, three separate lawsuits were filed in the Circuit Court of Washington County, Mississippi against our subsidiary, Platte Chemical Company (“Platte”), and certain former employees of Platte, relating to alleged releases from Platte’s Greenville, Mississippi facility. The plaintiffs in such suits are seeking compensation for alleged personal injury and property damage. In connection with the Acquisition, ConAgra agreed to partially reimburse us, subject to a cap, for fees and expenses we incur in connection with such lawsuits. Subsequent to November 23, 2003, another lawsuit not covered by the ConAgra cost sharing agreement was filed in the Circuit Court of Washington County, Mississippi against us and Apollo, which lawsuit relates to the same alleged releases from the Greenville, Mississippi facility. In January 2004, the plaintiffs requested permission from the court to amend their first three complaints to include United Agri Products, UAP Holdings, Apollo and various other Apollo entities as defendants. The plaintiffs’ request to amend the complaints was denied by the court. While the Greenville litigations are at an early stage, based on information available to us at this time we do not believe that such litigations, if adversely determined, would have a material adverse effect on our business, financial condition, results of operations or liquidity.

The Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), provides for responses to, and, in some instances, joint and several liability for releases of, hazardous substances into the environment. At the present time, there is one off-site disposal facility at which we have been identified as a potentially responsible party under CERCLA. We believe we are a de minimis party at that site.

REGULATORY LICENSES AND APPROVALS

As a seller and distributor of crop production inputs, we are subject to registration requirements under the Federal Insecticide, Fungicide, and Rodenticide Act and related state statutes, which require us to provide information to regulatory authorities regarding the benefits and risks of the products we sell and distribute, and to periodically update that information. Risk information supplied to governmental authorities by us or others could result in the cancellation of products or in limitations on their use. In addition, these laws regulate information contained in product labels and in promotional materials, require that products are manufactured in adherence to manufacturing specifications, and impose reporting and recordkeeping requirements relating to production and sale of certain pesticides. Non-compliance with these environmental, health and safety laws can result in significant fines or penalties or restrictions on our ability to sell our products. Based on our experience to date, these requirements are not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.

LEGAL PROCEEDINGS

In addition to the matters discussed above under “—Environmental Matters,” we are involved in periodic litigation in the ordinary course of our business, including lawsuits brought by employees and former employees alleging discriminatory practices, intellectual property infringement claims, product liability claims, property damage claims, personal injury claims, contract claims and worker’s compensation claims. We do not believe that there are any pending or threatened legal proceedings, including ordinary litigation incidental to the conduct of our business and the ownership of our properties, that, if adversely determined, would have a material adverse effect on our business, financial condition, results of operations or liquidity. However, we cannot assure you that future litigation will not adversely affect our business, financial condition, results of operations or liquidity.

MANAGEMENT

Set forth below is certain information as of April 2, 2004 concerning the individuals that are currently serving as executive officers and/or members of the board of directors of UAP Holdings and United Agri Products.


Name	Age	Position
L. Kenny Cordell	46	President, Chief Executive Officer and Director
Bryan S. Wilson	43	President, Distribution
David W. Bullock	39	Executive Vice President and Chief Financial Officer
Todd A. Suko	37	Vice President, General Counsel and Secretary
Joshua J. Harris	39	Director
Robert Katz	36	Director
Marc E. Becker	31	Director
Stan Parker	28	Director
Carl J. Rickertsen	44	Director
Thomas Miklich	57	Director

L. Kenny Cordell has been the President and a director of UAP Holdings and United Agri Products since the closing of the Acquisition on November 24, 2003 and became the Chief Executive Officer of United Agri Products in December 2003 and of UAP Holding Corp. in January 2004. He joined UAP in 2001 and was promoted to President and Chief Operating Officer in February 2002. Prior to joining UAP, Mr. Cordell worked for FMC Agricultural Products Group from 1992 to 2001, serving most recently as Director of the North American Agricultural Products Group. Mr. Cordell also held various positions in the agricultural units of BASF (1989 to 1992) and Rohm & Haas (1979 to 1989).

Bryan S. Wilson has been the President, Distribution of UAP Holdings and United Agri Products since January 2004. He joined UAP in September 2002 as President and General Manager, Products and Non-Crop. Prior to joining UAP, Mr. Wilson worked for BASF from 1987 to 2002, holding various positions both domestically and internationally, serving most recently as President of Microflo, Inc., a subsidiary of BASF.

David W. Bullock has been the Executive Vice President of UAP Holdings and United Agri Products since the closing of the Acquisition on November 24, 2003, and became the Chief Financial Officer of United Agri Products in December 2003 and of UAP Holdings in January 2004. He joined UAP in June 2002 as Senior Financial Officer. Prior to joining UAP, Mr. Bullock worked for FMC Agricultural Products Group from 1995 to 2002, serving most recently as Controller of the North American agriculture business. Mr. Bullock also held various financial positions with Air Products and Chemicals (1991 to 1995).

Todd A. Suko has been the Vice President, General Counsel and Secretary of UAP Holdings since the Acquisition on November 24, 2003. He joined United Agri Products in February 2001 as Associate Counsel and was promoted to Vice President Legal and Regulatory Services and Corporate Counsel in October 2002. Prior to joining United Agri Products, he practiced law at McKenna & Cuneo, LLP in Washington, D.C. from 1996 to 2001.

Joshua J. Harris has been a director of UAP Holdings and United Agri Products since the closing of the Acquisition on November 24, 2003. Mr. Harris has been a founding senior partner of Apollo Management, L.P. since 1990. Prior to that time, Mr. Harris was a member of the Mergers and Acquisitions department of Drexel Burnham Lambert Incorporated. Mr. Harris is also a director of Breuners Home Furnishings Corporation, Pacer International, Inc., Compass Minerals Group, Inc., Resolution Performance Products, Inc., Quality Distribution, Inc., Nalco Company and General Nutrition Centers, Inc.

Robert Katz has been a director of UAP Holdings and United Agri Products since the closing of the Acquisition on November 24, 2003. Mr. Katz has been associated with Apollo Management, L.P. since 1990. Mr. Katz is also a director of Vail Resorts, Inc. and SpectraSite, Inc.

Marc E. Becker has been a director of UAP Holdings and United Agri Products since the closing of the Acquisition on November 24, 2003. Mr. Becker has also been employed with Apollo Management, L.P. since 1996 and has served as an officer of certain affiliates of Apollo since 1999. Prior to that time, Mr. Becker was employed by Smith Barney Inc. within its Investment Banking division. Mr. Becker serves on several boards of directors including National Financial Partners Corporation, Pacer International, Inc., WMC Finance Co. and Quality Distribution, Inc.

Stan Parker has been a director of UAP Holdings since March 2004 and a director of United Agri Products since April 2004. Mr. Parker has also been employed with Apollo Management, L.P. since 2000. From 1998 to 2000, Mr. Parker was employed by Salomon Smith Barney, Inc.

Carl J. Rickertsen has been a director of UAP Holdings since March 2004 and a director of United Agri Products since April 2004. Mr. Rickertsen has been the managing partner of Pine Creek Partners since January 2004. Prior to that time, Mr. Rickertsen was the Chief Operating Officer and a Partner of Thayer Capital Partners and a General Partner at Hancock Park Associates. Mr. Rickertsen is also a director of MicroStrategy Corporation and Convera Incorporated.

Thomas Miklich has been a director of UAP Holdings since March 2004 and a director of United Agri Products since April 2004. Mr. Miklich has been the Chief Financial Officer of OM Group, Inc. since May 2002. Prior to that time, Mr. Miklich was the Chief Financial Officer and General Counsel of Invacare Corporation.

DIRECTOR COMPENSATION

Initial compensation for our directors who are not also employed by us will be $10,000 per director per quarter and $2,000 per director for attending meetings of the board of directors in person ($1,000 if by telephone) and $2,000 per director for attending committee meetings of the board of directors in person ($1,000 if by telephone).

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors currently has an audit committee and a compensation committee. The members of the audit committee are Messrs. Rickertsen, Micklich and Becker. Within one year following the consummation of the offering, we expect that Mr. Becker will be replaced as a member of the audit committee with a new director who will qualify as an independent director under applicable stock exchange rules. The members of the compensation committee are Messrs Harris, Katz and Rickertsen. Prior to the completion of the offering, we expect that our Board of Directors will designate a nominating committee.

Audit Committee. The principal duties and responsibilities of our audit committee are as follows:

•

to monitor our financial reporting process and internal control system;

•

to appoint and replace our independent outside auditors from time to time, determine their compensation and other terms of engagement and oversee their work;

•

to oversee the performance of our internal audit function; and

•

to oversee our compliance with legal, ethical and regulatory matters.

The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties. It will also have the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Compensation Committee. The principal duties and responsibilities of the compensation committee will be as follows:

•

to provide oversight on the development and implementation of the compensation policies, strategies, plans and programs for our key employees and outside directors and disclosure relating to these matters;

•

to review and approve the compensation of our chief executive officer and the other executive officers of us and our subsidiaries; and

•

to provide oversight concerning selection of officers, management succession planning, performance of individual executives and related matters.

Nominating Committee. The principal duties and responsibilities of the nominating committee will be as follows:

•

to establish criteria for board and committee membership and recommend to our board of directors proposed nominees for election to the board of directors and for membership on committees of the board of directors;

•

to make recommendations regarding proposals submitted by our shareholders; and

•

to make recommendations to our board of directors regarding board governance matters and practices.

EXECUTIVE COMPENSATION

As an independent company, we will establish executive compensation plans that will link compensation with the performance of our company. We will continually review our executive compensation programs to ensure that they are competitive.

Prior to the Acquisition, we were a wholly-owned business of ConAgra Foods. The following table sets forth information concerning the compensation of our President and Chief Executive Officer and each of our other four most highly compensated executives for the fiscal year ended February 23, 2003.


Name and Position	Annual Compensation Salary		All Other Compensation
L. Kenny Cordell President and Chief Executive Officer(2)	$	286,923	$	394,703	(1)

Bryan S. Wilson(3) President, Distribution(2)	$	88,846	$	2,215	(4)

David W. Bullock(3) Executive Vice President and Chief Financial Officer(2)	$	123,365	$	3,317	(4)

Dave Tretter Executive Vice President, Procurement(2)	$	163,077	$	3,544	(4)

Robert A. Boyce, Jr. Executive Vice President, Verdicon(2)	$	162,307	$	6,029	(4)

(1)	Consists of (a) long-term incentive plan awards of $389,289 earned by, but not paid to, Mr. Cordell in fiscal 2003 and (b) employer contributions to a 401(k) plan of $5,414.

(2)	Title reflects position as of the date of this prospectus.

(3)	Represents pro-rated payments based on the length of time during which such employee was employed by us in fiscal 2003.

(4)	Consists of employer contributions to a 401(k) plan.

The table above does not reflect restricted stock awards and options exercisable for the common stock of ConAgra Foods which were awarded by ConAgra Foods prior to the closing of the Acquisition.

RETENTION AGREEMENTS

In connection with the Acquisition, UAP Holdings entered into retention agreements with ten of its top executives. The terms and conditions of the retention agreements are substantially identical. Under each agreement, the applicable executive received, upon the consummation of the Acquisition, a cash bonus and a bonus payable by crediting deferred shares of UAP Holdings’ common stock to such executive’s deferred compensation account under the 2003 deferred compensation plan described below. The bonuses received by our named executive officers were as follows:


Name	Number of Deferred Common Stock Units	Cash
L. Kenny Cordell	13,000	$	712,889	(1)
Bryan S. Wilson	8,000		380,000
David W. Bullock	8,000		5,000
Dave Tretter	5,000		365,000
Robert A. Boyce	7,750		170,000

(1)	Of this amount, ConAgra Foods paid Mr. Cordell $389,289, and UAP Holdings paid Mr. Cordell $323,600. UAP Holdings subsequently reimbursed ConAgra Foods for $81,400 of its payment to Mr. Cordell.

If an executive voluntarily resigns without good reason or is terminated for cause within 12 months after the closing of the Acquisition, the executive is required to repay the cash bonus he received under his retention agreement.

Each retention agreement further provides the applicable executive with severance benefits in the event such executive is terminated other than for cause, death or disability or such executive terminates his employment for good reason, in each case within two years from the date of the closing of the Acquisition. Such severance benefits consist primarily of such executive’s base salary through the later to occur of (a) the second anniversary of the closing of the Acquisition and (b)(i) twelve months from the date of termination in the case of Kenny Cordell, Bryan Wilson and David Bullock or (ii) six months from the date of termination in the case of David Tretter, Robert Boyce and certain other executives.

Under the terms of each retention agreement, the applicable executive agreed not to disclose any confidential information concerning our business. Each retention agreement also provides that, from the date of the agreement until the first anniversary of the date on which the applicable executive ceases to receive any payments pursuant to the agreement, the executive cannot solicit or hire any employee of UAP Holdings or any of its affiliates or solicit any customer, supplier, licensee or other business relation of UAP or any of its affiliates. Furthermore, from the date of each retention agreement until the last date on which the applicable executive ceases to receive any payments pursuant to the agreement (or in the case of a termination by the executive without good reason, the first anniversary of such date), the executive cannot engage in any business competing with the businesses or products of UAP and its affiliates within the United States, Canada or any other country in which any product or service has been manufactured, sold or offered or promoted for sale by UAP or any of its affiliates on or prior to the date that executive’s employment ceases.

2003 AND 2004 DEFERRED COMPENSATION PLANS

In connection with the Acquisition and subsequently thereafter, UAP Holdings adopted 2003 and 2004 deferred compensation plans for the benefit of certain of its executives and members of management. The 2003 plan provides for the creation of individual deferred compensation accounts for each executive that has entered

into a retention agreement, and, as described above, such accounts were credited at the closing of the Acquisition with a specified number of deferred shares of common stock. The 2004 plan provides for the creation of individual deferred compensation accounts for each member of management that has waived the right to receive a cash bonus for the 2003 fiscal year and such accounts were credited with a specified number of deferred shares of common stock. The plans prohibit the assignment of the shares except upon an executive’s death. The 2003 plan also provides for the forfeiture of an executive’s deferred shares upon such executive’s voluntary resignation during the first twelve months following the closing of the Acquisition other than for good reason or termination for cause. UAP Holdings has agreed to indemnify and reimburse directors, officers and employees in connection with the administration of the plans.

Unless otherwise forfeited as described above, each executive’s deferred shares shall be distributed to such executive upon the earliest to occur of (i) the executive’s termination of employment, (ii) the exercise by the executive of certain tag-along and piggyback registration rights, (iii) the acquisition of certain percentages of voting power of UAP Holdings’ common stock by persons other than Apollo and its affiliates, (iv) a merger involving UAP Holdings in which the shareholders of UAP Holdings immediately prior to such merger own less than 50% of the voting securities of the surviving corporation after such merger, (v) the sale of all or substantially all of the assets of UAP Holdings or (vi) the occurrence of a change of control as defined in any indenture or agreement to which UAP Holdings or any of its subsidiaries is a party with respect to indebtedness for borrowed money in excess of the aggregate principal amount of $100,000,000.

2003 STOCK OPTION PLAN

In connection with the Acquisition, UAP Holdings adopted a stock option plan for the benefit of certain of its employees, which we refer to in this prospectus as the “2003 option plan.” The purpose of the 2003 option plan is to further the growth and success of UAP Holdings and its subsidiaries by enabling directors, employees and consultants of UAP Holdings and its subsidiaries to acquire shares of UAP Holdings’ common stock, thereby increasing their personal interest in such growth and success, and to provide a means of rewarding outstanding performance by such persons. Options granted under the 2003 option plan may not be assigned or transferred, except upon the optionee’s death. The 2003 option plan will terminate by its terms on November 24, 2013, and no options may be granted under the 2003 option plan thereafter. The 2003 option plan only allows for the issuance of non-qualified options.

Each of the executives that is a party to a retention agreement has received options under the 2003 option plan pursuant to individual option agreements, the terms and conditions of which are substantially identical. Each agreement provides for the issuance of three tranches of options to purchase common stock of UAP Holdings. The term of each option is eight years, unless otherwise terminated sooner. The Tranche A Options vest 20% on each of the first five anniversaries of the grant date. All of the Tranche B Options vest on the earlier to occur of the eighth anniversary of the grant date or a realization event whereby Apollo receives an internal rate of return equal to or exceeding 25%. All of the Tranche C Options vest on the earlier to occur of the eighth anniversary of the grant date or a realization event whereby Apollo receives an internal rate of return equal to or exceeding 30%.

Upon an executive’s termination of his employment, all of such executive’s issued and outstanding options automatically terminate upon the earlier to occur of (i) the thirtieth day following the eighth anniversary of the grant date or (ii) the ninetieth day following any termination of such employee’s relationship with UAP Holdings.

As of April 2, 2004, UAP Holdings’ board of directors had granted options to purchase 74,300 shares of UAP Holdings’ common stock under the 2003 option plan and had approved the grant of options to purchase an additional 4,155 shares.

Concurrently with the closing of this offering, we will cause all outstanding Tranche B and Tranche C options to become fully vested, and we will exchange IDSs for such options. See “Prospectus Summary—The Transactions—The Recapitalization.”

2004 NON-EXECUTIVE DIRECTOR STOCK OPTION PLAN

On March 8, 2004, UAP Holdings adopted a stock option plan for the benefit of its non-executive directors, which we refer to in this prospectus as the “2004 non-executive director option plan.” The purposes of the 2004 non-executive director option plan is to further the growth and success of UAP Holdings and its subsidiaries by enabling directors of UAP Holdings or any of its subsidiaries to acquire shares of UAP Holdings’ common stock, thereby increasing their personal interest in such growth and success, and to provide a means of rewarding outstanding performance by such persons. Subject to certain adjustments, the aggregate number of shares with respect to which options may be granted under the 2004 non-executive director option plan cannot exceed 15,000. If and to the extent that options granted under the plan terminate, are reduced in number, expire or are canceled without having been fully exercised, new options may be granted with respect to the shares covered by the unexercised portion of such terminated, expired or canceled options. All options granted under the plan will be non-qualified stock options.

The 2004 non-executive director option plan will be administered by UAP Holdings’ board of directors or any compensation committee appointed from time to time by the board of directors. The board of directors or the compensation committee has sole discretion to determine:

•

the persons to whom options will be granted;

•

the time at which options will be granted;

•

the number of shares for which an option may be exercisable;

•

the price at which shares may be purchased;

•

whether and to what extent any options are subject to vesting based upon the optionee’s continued service to, or the performance of duties for, UAP Holdings and its subsidiaries; and

•

the date and manner in which options will terminate.

No option granted under the 2004 non-executive director option plan shall be assignable or otherwise transferable by the optionee, except by will or by the laws of descent and distribution. The 2004 non-executive director option plan will terminate on March 8, 2014, and no options may be granted under the plan thereafter.

As of April 2, 2004, UAP Holdings’ board of directors had granted options to purchase 9,000 shares of UAP Holdings’ common stock under the 2004 non-executive director option plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 2, 2004 regarding the beneficial ownership of UAP Holdings’ common stock before the completion of this offering and UAP Holdings’ Class A common stock and junior participating preferred stock after the completion of this offering, and shows the number of shares and percentage owned by (i) each person known to beneficially own more than 5% of the common stock of UAP Holdings before completion of this offering and UAP Holdings’ Class A common stock and junior participating preferred stock after the completion of this offering, (ii) each member of the Board of Directors of UAP Holdings, (iii) each of UAP Holdings’ named executive officers and (iv) all of the executive officers and members of the Board of Directors of UAP Holdings as a group.

The amounts and percentages of common stock, Class A common stock and junior participating preferred stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all shares of common stock, Class A common stock and junior participating preferred stock shown as beneficially owned by them.

Number and Percent
of Shares of
Common Stock
Beneficially Owned
Prior to this Offering

Number and Percent of Shares
Beneficially Owned After this Offering
Assuming No Exercise of the
Over-Allotment Option

Number and Percent of Shares
Beneficially Owned After this Offering
Assuming Full Exercise of the
Over-Allotment Option

on the Closing Date

Class A Common
Stock

Junior Participating
Preferred Stock

Class A Common
Stock

Junior Participating
Preferred Stock

Number

Percentage
of Class

Number

Percentage
of Class

Number

Percentage
of Class

Number

Percentage
of Class

Number

Percentage
of Class

Apollo Management V, L.P. (a)(b).

1,200,000

100.0

L. Kenny Cordell (c)

13,000

1.1

Bryan S. Wilson (c)

8,000

David W. Bullock (c)

8,000

Dave Tretter (c)

5,000

Robert A. Boyce, Jr. (c)

7,750

Joshua J. Harris (d)

1,500

Robert Katz (e)

1,500

Marc E. Becker (d)

1,500

Stan Parker (e)

1,500

Carl J. Rickertsen (f)

1,500

Thomas Miklich (f)

1,500

Directors and executive officers as a group (10 persons)

38,750

3.2

*	Less than one percent.

(a)

With respect to shares beneficially owned prior to this offering, includes (i) 1,144,500 shares of common stock owned of record by Apollo Investment Fund V, L.P. and its related co-investment partnerships (the “Apollo Funds”) and (ii) 55,500 shares of common stock beneficially owned by the named executive officers and other members of our management through UAP Holdings’ 2003 deferred compensation plan. Under the terms of an investor rights agreement entered into in connection with the Acquisition among UAP Holdings and its securityholders, the trustee under the plan must vote the shares subject to the plan at the direction of Apollo Management V, L.P. (“Apollo Management”). Apollo Management serves as investment manager of each of the Apollo Funds and has voting and investment power over the shares owned of record by each of the Apollo Funds. The investor rights agreement also grants Apollo Management the right to require the named executive officers and other members of our management to join in certain sales or transfers of shares to a third party. See “Management—2003 Deferred Compensation Plan” and “Certain Relationships and Related Party Transactions—Ancillary Agreements—Investor Rights Agreement.”

With respect to shares beneficially owned after this offering, includes (i) shares of junior participating preferred stock owned of record by the Apollo Funds and (ii) shares of Class A common stock represented by IDSs beneficially owned by the named executive officers and other members of our management through UAP Holdings’ 2003 deferred compensation plan.

The general or managing partner of each of the Apollo Funds is Apollo Advisors V, L.P. (“Apollo Advisors”), an affiliate of Apollo Management. The address of each of the Apollo Funds, Apollo Management and Apollo Advisors is c/o Apollo Management V, L.P., Two Manhattanville Road, Purchase, New York 10577.

(b)

The holders of junior participating preferred stock will be entitled to vote as a single class on all matters on which holders of common stock and Class A common stock are entitled to vote on an “as if” converted basis. In addition, and subject to satisfaction of the Conversion Conditions, the junior participating preferred stock is convertible into (i) IDSs or (ii) senior subordinated notes and shares of Class A common stock. See “Description of Capital Stock—Preferred Stock—Junior Participating Preferred Stock.”

(c)

With respect to shares beneficially owned prior to this offering, (i) includes shares of common stock beneficially owned through UAP Holdings’ 2003 deferred compensation plan and (ii) does not include shares of common stock that are issuable upon exercise of options under UAP Holdings’ 2003 option plan that remain subject to vesting. See “Management—2003 Deferred Compensation Plan” and “Management—2003 Stock Option Plan.”

With respect to shares beneficially owned after this offering, (i) includes shares of Class A common stock represented by IDSs directly beneficially owned and (ii) does not include shares of Class A common stock represented by IDSs that are issuable upon exercise of options under UAP Holdings’ 2003 option plan that remain subject to vesting. See “Management—2003 Deferred Compensation Plan” and “Management—2003 Stock Option Plan.”

(d)

Messrs. Harris and Becker are each principals and officers of certain affiliates of Apollo Management. Although each of Messrs. Harris and Becker may be deemed to be the beneficial owner of shares of common stock, Class A common stock or junior participating preferred stock beneficially owned by Apollo Management, as the case may be, each of them disclaims beneficial ownership of any such shares.

(e)	Messrs. Katz and Parker are associated with Apollo Management but disclaim beneficial ownership of any of the shares of common stock , Class A common stock or junior participating preferred stock beneficially owned by Apollo Management, as the case may be.

(f)	With respect to shares beneficially owned prior to this offering, includes shares of common stock that are issuable upon exercise of options under UAP Holdings’ 2004 non-executive director option plan that are immediately exercisable. See “Management—2004 Non-Executive Director Stock Option Plan.”

With respect to shares beneficially owned after this offering, includes shares of Class A common stock represented by IDSs that are issuable upon exercise of options under UAP Holdings’ 2004 non-executive director option plan that are immediately exercisable. See “Management—2004 Non-Executive Director Stock Option Plan.”

As of April 2, 2004, there were approximately six holders of record of our common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following contains a summary of the Acquisition and related financings, as well as summaries of certain agreements relating to the Acquisition. The descriptions of such agreements do not purport to be complete and are qualified in their entirety by reference to such agreements. Copies of the stock purchase agreement and other material contracts described below are filed or incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

THE ACQUISITION

Overview

On November 24, 2003, pursuant to the stock purchase agreement, dated as of October 29, 2003, as amended on November 24, 2003, among United Agri Products, ConAgra Foods and UAP Holdings, UAP Holdings acquired United Agri Products and its subsidiaries from ConAgra Foods in a merger and related transactions. As part of the Acquisition, UAP Holdings acquired United Agri Products’ Canadian affiliates and caused its newly formed subsidiary, UAP Acquisition Corp., to merge into United Agri Products. In connection with the merger, UAP Holdings contributed all the outstanding capital stock of United Agri Products’ Canadian affiliates to United Agri Products.

The purchase price was $575.0 million and is subject to post-closing adjustments as described below. On November 24, 2003, the aggregate consideration paid to ConAgra Foods was $560.0 million, of which $500.0 million was paid in cash and $60.0 million was paid in the form of shares of Series A Redeemable Preferred Stock of UAP Holdings. The aggregate consideration paid to ConAgra Foods at the closing of the Acquisition equaled United Agri Products’ estimated net book value, including the value of United Agri Products’ Canadian subsidiaries, as of the closing of the Acquisition, less the sum of certain rebate payments, management retention bonuses United Agri Products agreed to assume and a $7.5 million expense paid to ConAgra Foods at the closing of the Acquisition pursuant to a transition services agreement.

In addition, prior to April 30, 2004 we will pay ConAgra Foods, subject to post-closing adjustments, the amount equal to the difference between the estimated net book value of the Acquired Businesses at the effective time of the closing of the Acquisition, and the amount of consideration paid to ConAgra Foods at such closing. This estimated net book value and the rebate payments to be made to ConAgra Foods after the closing of the Acquisition are based on the assumption that we will collect 100% of the estimated rebates for the 2003 and prior crop years (the “Estimated Rebates”). The rebate payments will be paid to ConAgra Foods by submitting up to 50% of all rebate payments received by us related to the 2003 and prior crop years from the closing of the Acquisition until April 30, 2004, subject to post-closing adjustments. To date, we have paid ConAgra Foods approximately $54.0 million pursuant to such obligation. On April 30, 2004, the parties will adjust the rebate payments if the actual rebates received by us prior to such date related to the 2003 and prior crop years are different than the Estimated Rebates. In addition, the aggregate consideration other than the rebates will be separately adjusted after the closing based on the closing net book value.

The Acquisition was financed with approximately $242.0 million of borrowings under United Agri Products’ secured $500.0 million asset-based revolving credit facility, $175.0 million of borrowings under United Agri Products’ senior bridge loan facility, the sale of $120.0 million of UAP Holdings’ common stock and the issuance of $60.0 million of UAP Holdings’ Series A Redeemable Preferred Stock. See “Description of Other Indebtedness” for a summary of the terms of the Amended Credit Facilities, and “Description of Capital Stock” for a summary of the terms of UAP Holdings’ common stock and Series A Redeemable Preferred Stock.

The Stock Purchase Agreement

Representations and Warranties. The stock purchase agreement dated October 29, 2003, as amended on November 24, 2003, contains customary representations, warranties and covenants. The representations and warranties survive the closing for eighteen months. Certain fundamental representations and warranties survive

the closing indefinitely. The environmental representations and warranties survive the closing for four years. Some of the representations and warranties relating to tax matters survive the closing until thirty days after the expiration of the applicable statute of limitations.

Indemnity. ConAgra Foods has agreed to indemnify us from certain liabilities, including:

•

losses or damages arising from the inaccuracy or breach of any representation or warranty of ConAgra Foods contained in the stock purchase agreement, subject to the limitations described below;

•

losses or damages arising from breaches of the covenants and agreements made or to be performed by ConAgra Foods pursuant to the stock purchase agreement;

•

losses or damages related to the assets and businesses retained by ConAgra Foods; and

•

losses or damages related to the restatement of earnings announced by ConAgra Foods on May 23, 2001 and any shareholder litigation or investigations by the SEC related thereto.

The stock purchase agreement does not allow us to make a claim for indemnification for any loss or damage relating to a breach of a representation or warranty, unless the damages for any claim or series of related claims exceed $10.0 million (other than for losses relating to certain fundamental representations and warranties). Our indemnification for breaches of representations and warranties (other than for losses arising from breaches of specified representations and warranties to which this cap does not apply) is limited to $150.0 million. In addition, ConAgra Foods agreed to indemnify us for pre-closing income taxes and to reflect liability accruals for pre-closing non-income taxes in the final net book value calculation.

We have agreed to indemnify ConAgra Foods for breaches of the applicable agreements and certain pre-closing matters, including the assumed litigation and pre-closing employee benefits.

Insurance. We were historically self-insured by ConAgra Foods, subject to our deductible, which ranged from $500,000 in 1986 to $2.5 million in 2003. For pre-closing insured occurrences, events or conditions, liabilities in excess of our deductible, but below ConAgra Foods’ self-insured amount, will be paid by ConAgra Foods. For pre-closing insured occurrences, events or conditions, ConAgra Foods’ self-insured amount has ranged from $2 million in 1991 to $7.5 million in 2003 except that, for a portion of 2002, ConAgra Foods’ self-insured amount was $10 million. Any amounts above our deductible and above ConAgra Foods’ self-insured amount will be covered by insurance. Subject to our deductible, ConAgra Foods will continue to be responsible for insured claims resulting from any occurrence, event or condition existing or occurring prior to the closing up to ConAgra Foods’ self-insurance amount for the applicable year. We were also insured by third party insurers, both through policies issued to ConAgra Foods and through policies in which we were listed as named insured. We are entitled to the benefit of any payments required to be made by third party insurers pursuant to insurance policies with respect to such claims. To the extent permitted under applicable law we shall have direct rights as named insured parties under ConAgra Foods’ insurance policies. If we do not have direct rights under the applicable insurance policy ConAgra Foods will, to the extent permitted by the applicable insurance policy or otherwise consented by the third party insurer, assign to us the right to any claims as provided in the stock purchase agreement. If such assignment is prohibited, ConAgra Foods shall hold the obligations, rights or benefits relating to any claims not assignable to us in trust for our account.

Covenant Not to Compete. ConAgra Foods has agreed, subject to certain exceptions, not to compete with us in the United States and Canada for a five-year period in the businesses of manufacturing, formulating, selling or distributing agricultural or non-crop protection chemicals, selling agricultural seeds for grain crops or selling fertilizer products for retail or developing. We agreed, subject to certain exceptions, not to compete with ConAgra Foods in the same businesses outside the United States and Canada for a three-year period.

Non-Solicitation. ConAgra Foods has agreed, subject to certain exceptions, not to solicit our management or sales employees for a period of two years after the closing of the Acquisition. We agreed, subject to certain exceptions, not to solicit ConAgra Foods’ management or sales employees for the same two-year period.

Unassigned or Unassignable Contracts. ConAgra Foods has agreed that if any third party’s consent or approval to the assignment or other transfer to us, or any of our subsidiaries, of any contract or agreement referred to in the stock purchase agreement was not obtained prior to the closing of the Acquisition, then ConAgra Foods would hold such obligations rights or benefits under such agreements or contracts in trust for us or our subsidiaries and take all reasonable actions to preserve the value of such agreements or contracts and we and ConAgra Foods will continue to use our commercially reasonable efforts to obtain such consents or approvals. Additionally, we, or our subsidiaries, will perform the obligations under such agreements or contracts.

Guarantees. We have agreed to release ConAgra Foods from all guarantees, indemnities, bonding arrangements, letters of credit and letters of comfort given by ConAgra Foods or its affiliates for our benefit of which UAP Holdings is aware. If any release cannot be obtained, UAP Holdings has agreed to indemnify and hold ConAgra Foods and its affiliates harmless from any liability relating to any such guarantees, indemnities, bonding arrangements, letters of credit or letters of comfort not released and not to renew or otherwise extend the original term of any contract, agreement, lease or other document or instrument to which such guarantee, indemnity, bonding arrangement, letter of credit or letter of comfort relates. Additionally, ConAgra Foods has agreed to maintain each such indemnity, bonding arrangement, letter of credit or letter of comfort for the remainder of its term.

Equipment Lease. Pursuant to the stock purchase agreement, ConAgra Foods has agreed to provide to us subleases of all the equipment we are presently using, which ConAgra Foods has leased on our behalf. We have agreed to provide ConAgra Foods with an irrevocable letter of credit for $10.0 million, which will decrease if our liabilities under the applicable subleases are less than $10.0 million.

Expenses. Each party paid its own expenses in connection with the Acquisition and the Financings, except that ConAgra reimbursed us for $5.0 million of the fees and expenses that we incurred in connection with the senior bridge loan facility.

THE RELATED FINANCINGS

The Acquisition was financed with approximately $242.0 million of borrowings under United Agri Products’ existing secured $500.0 million asset-based revolving credit facility, $175.0 million of borrowings under United Agri Products’ senior bridge loan facility, the sale of $120.0 million of UAP Holdings’ common stock to Apollo and members of our management, and the issuance of $60.0 million of UAP Holdings’ Series A Redeemable Preferred Stock to ConAgra Foods. On December 16, 2003, United Agri Products consummated a private offering of $225.0 million aggregate principal amount of its 8¼% Senior Notes, the proceeds of which were used to repay United Agri Products’ $175.0 million senior bridge loan facility, plus accrued interest, to repay a portion of the existing revolving credit facility and to pay fees and expenses associated with such offering. See “Description of Other Indebtedness.”

THE OFFERING OF SENIOR DISCOUNT NOTES

On January 26, 2004, UAP Holdings completed the private offering of its 10¾% Senior Discount Notes. The proceeds from the offering of the 10¾% Senior Discount Notes were used to pay a dividend to our existing stockholders, to redeem a portion of our outstanding Series A Redeemable Preferred Stock and to pay fees and expenses associated with the offering of the 10¾% Senior Discount Notes. See “Description of Other Indebtedness—10¾% Senior Discount Notes” for a more detailed description of the 10¾% Senior Discount Notes.

ANCILLARY AGREEMENTS

In addition to the stock purchase agreement described above, UAP Holdings and certain of its subsidiaries entered into the following agreements with ConAgra Foods as of the closing of the Acquisition.

Transition Services Agreements

On November 24, 2003, UAP Holdings and certain of its subsidiaries entered into a transition services agreement with ConAgra Foods (the “Buyer Transition Services Agreement”) pursuant to which, among other things, ConAgra Foods will provide us with certain transition services, including information technology, accounting and human resources services. The initial term of the Buyer Transition Services Agreement is one year. As consideration for the services, we paid ConAgra Foods an initial fee of $7.5 million on November 24, 2003 and will be required to pay additional fees to ConAgra Foods based on actual usage of transition services. In addition, the Buyer Transition Services Agreement provides that, until December 31, 2004, employees of our subsidiaries that are a party to the agreement will continue their participation in welfare plans and programs maintained by ConAgra Foods and specified by us that provide health, disability, life and other welfare benefits. Our subsidiaries will reimburse ConAgra Foods for all actual costs associated with their employees’ continued participation in the plans.

Also on November 24, 2003, UAP Holdings, together with United Agri Products and certain of its other subsidiaries, entered into another transition services agreement with ConAgra Foods (the “Seller Transition Services Agreement”) pursuant to which, among other things, we will provide ConAgra Foods and certain of its international subsidiaries with certain transition services, including information technology, accounting and office support services. The term of the Seller Transition Services Agreement is one year. In addition, we granted to ConAgra Foods and its international subsidiaries an exclusive two-year license to use certain of our trademarks and trade names outside the United States and Canada. ConAgra Foods will pay us an aggregate fee of $1.3 million for the license and for the services provided under the Seller Transition Services Agreement.

Indemnification Agreement

On November 24, 2003, United Agri Products, together with certain of its subsidiaries, entered into an indemnification agreement with ConAgra Foods, pursuant to which United Agri Products and such subsidiaries agreed to be bound by UAP Holdings’ indemnification and non-competition obligations and certain other covenants under the stock purchase agreement.

Fertilizer Supply Agreement

On November 24, 2003, United Agri Products entered into a fertilizer supply agreement with ConAgra International Fertilizer Company (the “Fertilizer Supply Agreement”) under which United Agri Products agreed to buy fertilizer products from ConAgra International Fertilizer Company. The initial term of the Fertilizer Supply Agreement is five years and automatically renews from year to year after the initial term unless terminated by either party on not less than 180 days’ notice prior to the end of the initial or any renewal term. Subject to the parties agreeing on prices and producer availability, United Agri Products is obligated to buy an amount of fertilizer products equal to its historical purchases from ConAgra International Fertilizer Company (approximately 70% of our requirements for such products). In addition, United Agri Products granted ConAgra International Fertilizer Company a right of first negotiation with respect to the sale of assets relating to or comprising certain of its fertilizer locations. The Fertilizer Supply Agreement contains customary mutual indemnification provisions, and each party may terminate the agreement upon mutual agreement with the other party, upon the breach of any material terms of the agreement by the other party, or upon the bankruptcy or insolvency of the other party.

International Supply Agreement

On November 24, 2003, United Agri Products entered into an international supply agreement with ConAgra Foods (the “International Supply Agreement”) pursuant to which United Agri Products agreed to sell certain agricultural chemical products to ConAgra Foods’ non-U.S. distribution companies and certain customers located outside of the United States and Canada who purchased such products during the two year period prior to November 24, 2003. The initial term of the International Supply Agreement is one year and renews automatically

for an additional year unless terminated by either party upon 60 days’ notice. In addition, each party may terminate the International Supply Agreement upon mutual agreement with the other party, upon the breach of any material term of the agreement by the other party (or, in our case, one of ConAgra Foods’ non-U.S. distribution companies), or upon the other party’s insolvency. Under the terms of the International Supply Agreement, United Agri Products is required to sell agricultural chemical products ordered by ConAgra Foods’ distribution companies at the prices applicable to sales of such products to such distribution companies immediately prior to the date of the agreement. In addition, United Agri Products agreed to sell agricultural chemical products ordered by customers located outside of the United States and Canada at prices established by it after consultation with ConAgra Foods’ distribution companies. United Agri Products is required to pay to ConAgra Foods, on each sale to customers other than affiliates of ConAgra Foods, the difference (if a positive number) between the amount paid to United Agri Products by such customers and the cost of such products if purchased by a ConAgra Foods distribution company.

The International Supply Agreement also limits each party’s ability to sell agricultural chemical products in certain geographic areas during the term of the agreement. Con Agra Foods’ distribution companies can purchase products under the agreement only for resale outside the United States and Canada. Conversely, United Agri Products cannot sell agricultural chemical products within any territory outside the United States and Canada if such territory was served by one of Con Agra Foods’ distribution companies prior to the date of the agreement. United Agri Products also cannot sell products to any third party that it knows or has reason to know will resell such products within any such territory.

Finally, pursuant to the International Supply Agreement United Agri Products granted each Con Agra Foods distribution company that purchases products under the agreement a non-exclusive, non-transferable right to use any trademarks and trade names associated with the products in connection with the marketing, manufacture, distribution and sale of such products.

Releases

On November 24, 2003, United Agri Products, together with certain of its subsidiaries, entered into a release with ConAgra Foods under which United Agri Products and its subsidiaries party to such release irrevocably released ConAgra Foods, its affiliates and their directors, officers and employees from any liabilities and causes of action, whether known or unknown, relating to, arising out of, or in any way connected with events or happenings that occurred or failed to occur on or prior to the date of the release (other than (i) claims arising under the stock purchase agreement, the ancillary agreements entered into in connection with the stock purchase agreement or any agreement entered into in connection with the Acquisition, (ii) product liability claims for products sold by ConAgra Foods to United Agri Products or any of its subsidiaries prior to the date of the release and (iii) claims arising from any act or omission constituting fraud, gross negligence or willful misconduct).

Similarly, ConAgra Foods entered into a release with UAP Holdings under which ConAgra Foods and its subsidiaries irrevocably released United Agri Products, its subsidiaries and their directors, officers and employees from any liabilities and causes of action, whether known or unknown, relating to, arising out of, or in any way connected with the events or happenings that occurred or failed to occur on or prior to the date of the release (other than (i) claims arising under the stock purchase agreement, the ancillary agreements entered into in connection with the stock purchase agreement or any agreement entered into in connection with the Acquisition and (ii) claims arising from any act or omission constituting fraud, gross negligence or willful misconduct).

Canadian Operations Assignment and Assumption Agreement

On November 18, 2003, UAP Canada, which is one of our subsidiaries purchased in the Acquisition but on November 18, 2003 was a subsidiary of ConAgra Limited, entered into an asset purchase agreement (the “UAP Canada Asset Purchase Agreement”) with ConAgra Limited pursuant to which UAP Canada purchased certain assets (including, among other things, owned and leased properties, contracts, inventories, intellectual property

and accounts receivable) owned by ConAgra Limited. Such assets related to the UAP Canada business carried on by ConAgra Limited, and excluded ConAgra Limited’s bulk wholesale fertilizer business, commodity grain business and imagery technology business. The purchase price equaled Cdn$54,000,000 and was paid by the assumption of certain liabilities of ConAgra Limited and the delivery to ConAgra Limited of 99 common shares of the issued and outstanding shares of UAP Canada. In connection with the UAP Canada Asset Purchase Agreement, ConAgra Limited also assigned, and UAP Canada assumed, all assets, liabilities and obligations of the Pension Plan for Employees of United Agri-Products (UAP Canada), a division of ConAgra International (Canada) Limited, and the UAP Canada Savings Plan.

Imperial Plant Agreement

On November 24, 2003, United Agri Products entered into an imperial plant agreement with ConAgra International Fertilizer Company (the “Imperial Plant Agreement”), pursuant to which ConAgra International Fertilizer Company agreed to deliver various agricultural fertilizer materials to United Agri Products’ plant located in Imperial, Nebraska for United Agri Products to blend, process and store. ConAgra International Fertilizer Company then sells the materials to United Agri Products at the plant at prices determined in accordance with the Fertilizer Supply Agreement. The Imperial Plant Agreement has a term of one year.

The Imperial Plant Agreement provides that, at the end of each fiscal quarter of ConAgra International Fertilizer Company during the term of the agreement, the parties will equally share Net Profits or Losses (as defined below) resulting from ConAgra International Fertilizer Company’s sales of agricultural fertilizer materials from the Imperial Plant. If there is a Net Profit, then ConAgra International Fertilizer Company must pay United Agri Products 50% of such Net Profit. Conversely, if the plant incurs a Net Loss, then United Agri Products must pay ConAgra International Fertilizer Company 50% of such Net Loss. The Imperial Plant Agreement defines “Net Profits or Losses” as gross revenues derived from ConAgra International Fertilizer Company’s sale of materials from the plant, less ConAgra International Fertilizer Company’s depreciation expenses on certain ConAgra International Fertilizer Company assets located at the plant and less any cost or expense ConAgra International Fertilizer Company incurs in replacing, maintaining or repairing such assets, and before any federal or state income taxes. The value of materials lost or damaged while in United Agri Products’ control at the plant is deducted from United Agri Products’ share of Net Profits and added to United Agri Products’ share of Net Losses, provided that United Agri Products is given a shrink allowance of up to one-half of one percent.

Mix Plants Agreement

On November 24, 2003, United Agri Products also entered into a mix plants agreement with ConAgra International Fertilizer Company (the “Mix Plants Agreement”), pursuant to which ConAgra International Fertilizer Company agreed to blend and process various agricultural fertilizer materials for United Agri Products at certain of its plants located in Iowa, Minnesota, Illinois and Indiana. ConAgra International Fertilizer Company then sells the blended and processed materials to United Agri Products at prices determined in accordance with the Fertilizer Supply Agreement. The Mix Plants Agreement has a term of one year, except that United Agri Products may terminate it with respect to any plant if there is a pending or threatened environmental claim or investigation at such plant.

As with the Imperial Plant Agreement, the Mix Plants Agreement provides that the parties will share Net Profits or Losses (as defined below) at each plant, based on United Agri Products’ applicable Margin Contribution (as defined below) at each such plant. If there is a Net Profit, then ConAgra International Fertilizer Company must pay United Agri Products an amount equal to the product of (i) United Agri Products’ Margin Contribution at the applicable plant multiplied by (ii) the Net Profit at such plant. Conversely, if a plant incurs a Net Loss, then United Agri Products must pay ConAgra International Fertilizer Company the product of (i) United Agri Products’ Margin Contribution multiplied by (ii) the Net Loss. The Mix Plants Agreement defines “Net Profits or Losses” as gross revenues derived from the sale of all materials produced at a plant, less all costs

associated with operating the plant, and before federal and state income taxes. The agreement defines “Margin Contribution” as the difference between ConAgra International Fertilizer Company’s cost of materials at the plant and the sales price to United Agri Products at the time of such sale. For purposes of computing Net Profits or Losses, all raw materials provided by ConAgra International Fertilizer Company to the plants are deemed to be provided at ConAgra International Fertilizer Company’s cost including applicable rebates.

Grain Merchandising Agreements

On November 24, 2003, one of our indirect, wholly owned subsidiaries entered into six grain merchandising agreements with ConAgra Foods. Each agreement has a one year term beginning on November 24, 2003. The grain merchandising agreements relate to grain elevators that UAP owns and has historically used to performed various storage and delivery services for ConAgra Foods. UAP agreed to purchase grain at these elevators as agent for ConAgra Foods, with ConAgra Foods providing the actual payment amount, while UAP provides the administrative services necessary for such purchases. UAP agreed to then store, ship or deliver such grain as directed by ConAgra Foods. UAP also agreed to provide all labor, equipment and supplies reasonably necessary to handle and transfer the grain and grain products at these elevators. During the term of the grain merchandising agreements, UAP has agreed not to handle or store grain at the grain elevators other than as directed by ConAgra Foods. At the end of every month during the term of these agreements, ConAgra Foods will determine the profit or loss at each elevator for the previous month. If there has been a profit for the previous month, ConAgra Foods will pay United Agri Products three-quarters of such profit. If there has been a loss for the previous month, United Agri Products will pay ConAgra Foods one-quarter of such loss.

Leases

In connection with the Acquisition, United Agri Products or one of its direct, wholly owned subsidiaries entered into 15-year ground leases with ConAgra Foods and its affiliates for six facilities in the United States and four facilities in Canada. Rent is approximately Cdn$4,667 per month for each Canadian ground lease and between $250 and $1,350 per month for the U.S. ground leases. After the fifth and tenth years of the term of each of the ground leases, rent will be adjusted to the then current market rents. In addition to rent for certain facilities, United Agri Products will pay additional fees based on tonnage unloaded or rail cars spotted.

In connection with the Acquisition, United Agri Products or one of its direct, wholly owned subsidiaries also entered into subleases with ConAgra Foods and its affiliates for facilities located in Carrington, North Dakota and Browns, Illinois. Rent is $500 per month under the Browns sublease and $1,000 per month under the Carrington sublease. The subleases expire when the applicable master leases expire or terminate.

Scale License Agreements

Certain of our wholly owned subsidiaries are party to two scale license agreements with ConAgra Foods. Each agreement allows us to use a scale owned or operated by ConAgra Foods for a monthly fee of $200. In addition, we are responsible for 50% of the maintenance costs of the scales at these locations.

Storage Agreement

On November 24, 2003, one of our indirect wholly owned subsidiaries entered into a storage agreement with ConAgra Foods providing for the storage by ConAgra Foods of certain fertilizer products owned by UAP or one of its subsidiaries at a ConAgra Foods facility in Dubuque, Iowa. The term of the agreement ends on June 30, 2005. UAP has agreed to pay a minimum of $180,000 to ConAgra Foods for services performed under this storage agreement. If UAP’s aggregate payments to ConAgra Foods do not total at least $180,000 by June 30, 2005, UAP has agreed pay to ConAgra Foods the difference between the aggregate amount UAP has paid for services under the agreement and $180,000.

Investor Rights Agreement

All employees that own deferred stock and stock options of UAP Holdings are subject to an investor rights agreement with Apollo and UAP Holdings (the “Investor Rights Agreement”), which governs certain aspects of UAP Holdings’ relationship with its security holders. The Investor Rights Agreement, among other things:

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allows security holders to join, and allows Apollo and its affiliates to require security holders to join, in any sale or transfer of shares of common stock or preferred stock to any third party prior to a qualified public offering of common stock or preferred stock, following which (when aggregated with all prior such sales or transfers) Apollo and its affiliates shall have disposed of at least 10% of the number of shares of common stock or preferred stock, as applicable, that Apollo and its affiliates owned as of November 24, 2003;

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restricts the ability of security holders to transfer, assign, sell, gift, pledge, hypothecate or encumber, or otherwise dispose of, common stock or preferred stock or of all or part of the voting power associated with common stock or preferred stock;

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allows security holders to include certain securities in a registration statement filed by the Company with respect to an offering of common stock or preferred stock (i) in connection with the exercise of any demand rights by Apollo and its affiliates or any other security holders possessing such rights, or (ii) in connection with which Apollo and its affiliates exercise “piggyback” registration rights;

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allows UAP Holdings and Apollo to repurchase all or any portion of the common stock and preferred stock held by directors, employees and consultants of UAP Holdings upon the termination of their employment with UAP Holdings, their death or their bankruptcy or insolvency; and

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contains a provision that at any meeting of the UAP Holdings’ stockholders and in any action by written consent of UAP Holdings’ stockholders, the trustee under UAP Holdings’ 2003 Deferred Compensation Plan will vote the shares of common stock underlying each security holder’s deferred common stock units at the direction of Apollo.

The Investor Rights Agreement terminates upon the earliest to occur of the dissolution of UAP Holdings, the occurrence of any event which reduces the number of security holders to one and the transfer to a person or group other than Apollo and its affiliates of a number of shares of common stock having the power to elect a majority of UAP Holdings’ Board of Directors. We expect to amend this agreement prior to completion of the offering.

Apollo Registration Rights Agreement

On November 24, 2003, Apollo entered into a registration rights agreement with UAP Holdings pursuant to which Apollo and its affiliates have certain demand and incidental registration rights with respect to UAP Holdings’ common stock. Under this agreement, UAP Holdings has agreed to assume the fees and expenses associated with registration. We expect to amend this agreement prior to completion of the offering.

Apollo Management Consulting Agreement

United Agri Products is a party to a management consulting agreement dated as of November 21, 2003 with Apollo (the “Management Agreement”). Under the terms of the Management Agreement, United Agri Products retained Apollo to provide certain management consulting and financial advisory services, for which United Agri Products pays Apollo an annual management fee of $1.0 million in quarterly payments of $250,000. In addition, as consideration for arranging the Acquisition, certain related financing transactions and the preparation of a registration statement with respect to an exchange offer for the 8¼% Senior Notes, United Agri Products paid Apollo a fee of $5.0 million in January 2004. United Agri Products may also be required to pay Apollo a transaction fee of 1% of the aggregate enterprise value paid or provided to United Agri Products if United Agri Products engages in any merger, acquisition, disposition, recapitalization, issuance of securities, financing or

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similar transaction. The Management Agreement has an initial term of seven years, which commenced on November 21, 2003. Upon the fourth anniversary of the date of the Management Agreement and the end of each year thereafter (each of such fourth anniversary and the end of each year thereafter, a “Year End”), the term is automatically extended for an additional year unless terminated by either party at least 30, but no more than 60, days prior to such year end. We expect to terminate the Management Agreement upon completion of this offering.

RELATED PARTY TRANSACTIONS PRIOR TO THE ACQUISITION

ConAgra Foods’ executive, finance, tax and other corporate departments have historically performed services for the ConAgra Agricultural Products Business, and, pursuant to the Buyer Transition Services Agreement described in “Certain Relationships and Related Transactions—Ancillary Agreements,” will continue to perform certain administrative and other services for us. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business were historically determined based on the specific services that were provided or were allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. In addition, ConAgra Foods charged the ConAgra Agricultural Products Business finance charges on ConAgra Foods’ investment in and advances to the ConAgra Agricultural Products Business. We believe that such expense allocations were reasonable. It is not practical to estimate the expenses that would have been incurred by the ConAgra Agricultural Products Business if it had been operated on a stand-alone basis. Corporate allocations included allocation of selling, administrative and general expenses of approximately $9.3 million and $8.0 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $11.1 million, $10.9 million and $11.4 million for fiscal 2003, 2002 and 2001, respectively, and allocated finance charges of approximately $12.6 million and $20.6 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $23.1 million, $41.1 million and $60.1 million in fiscal 2003, 2002 and 2001, respectively. Allocated finance charges are presented net of third party finance fee income of $7.3 million and $8.9 million for the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $10.8 million, $13.4 million and $13.5 million in fiscal 2003, 2002 and 2001, respectively.

UAP also has historically entered into transactions in the normal course of business with parties under common ownership of ConAgra Foods. Net sales to related parties were $5.8 million and $23.5 million during the thirty-nine weeks ended November 23, 2003 and November 24, 2002, respectively, and $25.5 million, $33.8 million and $13.4 million in fiscal years 2003, 2002 and 2001, respectively. Gross margins associated with related party net sales were $2.0 million and $1.4 million during the thirty-nine weeks ended November 23, 2003 and November 23, 2002, respectively, and $2.5 million, $2.6 million and $1.5 million in fiscal years 2003, 2002 and 2001, respectively.

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DESCRIPTION OF OTHER INDEBTEDNESS

THE AMENDED REVOLVING CREDIT FACILITY

We anticipate, in connection with this offering, amending our existing revolving credit facility with General Electric Capital Corporation as Agent and Lender, GE Canada Finance Inc. as Canadian Agent and Lender, GECC Capital Markets Group, Inc. as Co-Lead Arranger, UBS Securities LLC, as Co-Lead Arranger and Co-Syndication Agent, Coôperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International,” New York Branch, as Co-Documentation Agent and Lender and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agent and Lender to permit the Transactions. The currently anticipated terms of the amended revolving credit facility are as set forth below. The description of the amended revolving credit facility does not purport to be complete and is qualified in its entirety by reference to the complete text of the related credit agreement.

As amended, the revolving credit facility will provide for the following, to be used for, among other things, United Agri Products’ and its respective subsidiaries’ working capital and general corporate purposes, including, without limitation, effecting certain permitted acquisitions and investments:

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a five-year $500.0 million asset-based revolving credit facility;

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a $20.0 million revolving credit sub-facility for UAP Canada;

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a $50.0 million letter of credit sub-facility;

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a $25.0 million swingline loan sub-facility; and

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a $25.0 million in-season overadvance sub-facility.

Borrowing Bases

We anticipate that borrowings by United Agri Products and UAP Canada will be subject to borrowing availability under the amended revolving credit facility. United Agri Products’ borrowing availability will be an amount equal to the lesser of:

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the maximum amount of the revolving loan commitment, less the outstanding amount of loans to UAP Canada under the Canadian revolving loan sub-facility; or

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the U.S. borrowing base, plus (if applicable) the maximum in-season overadvance amount;

in each case less the sum of the outstanding U.S. revolving loans (including the outstanding amount of letter of credit obligations, swingline loans and in-season overadvances).

The U.S. borrowing base will be, at any date of determination, an amount equal to the sum of:

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85% of the book value (net of reserves) of United Agri Products’ and its wholly-owned domestic subsidiaries eligible accounts receivable (other than “extended” accounts receivable and other than those of certain “inactive” subsidiaries);

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75% of the book value (net of reserves) of United Agri Products’ and its wholly-owned domestic subsidiaries eligible “extended” accounts receivable (other than those of certain “inactive” subsidiaries); and

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the lesser of (1) 55% (or 65% between April 1st and July 31st of each year) of the book value (net of reserves) of United Agri Products’ and its wholly-owned domestic subsidiaries eligible inventory (other than that of certain “inactive” subsidiaries) valued at the lower of cost or market or (2) 85% multiplied by a “net orderly liquidation value factor” multiplied by the book value (net of reserves) of United Agri Products’ and its wholly-owned domestic subsidiaries eligible inventory (other than that of certain “inactive” subsidiaries).

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Borrowings by UAP Canada will also be subject to borrowing availability under the amended revolving credit facility. Its borrowing availability will be an amount equal to the lesser of:

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the maximum amount of the Canadian revolving loan sub-facility; or

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the U.S. dollar-equivalent of the Canadian borrowing base;

in each case less the sum of (1) the U.S. dollar-equivalent of outstanding Canadian revolving loans and (2) the amount of the U.S. revolving loans (including letter of credit obligations, swingline loans and in-season overadvances) outstanding in excess of $480.0 million.

The Canadian borrowing base will be calculated using a formula identical to the one used to calculate the U.S. borrowing base (except that it will be applied only to eligible Canadian accounts receivable and inventory).

Interest and Applicable Margins

We expect the interest rates under the amended revolving credit facility will be based, at United Agri Products’ option, on either the agent’s index rate plus an applicable index margin of 1.50% or upon LIBOR plus an applicable LIBOR margin of 2.75%. The interest rates with respect to in-season overadvances under the amended revolving credit facility will be based, at United Agri Products’ option, on either the agent’s index rate plus an applicable index margin of 2.75% or upon LIBOR plus an applicable LIBOR margin of 4.00%. These applicable margins (other than the margin on in-season overadvances) will, in each case, be subject to prospective reduction on a quarterly basis if United Agri Products reduces its ratio of funded debt to EBITDA (on a consolidated basis). Following an event of default, all amounts owing under the amended revolving credit facility will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%.

With respect to LIBOR loans, United Agri Products will be able to elect interest periods of 1, 2, 3 or 6 months and interest will be payable in arrears at the end of each applicable interest period, but in any event at least every 3 months. With respect to index rate loans, interest will be payable on the first business day of each month. In each case, calculations of interest will be based on a 360-day year and actual days elapsed.

Fees

The amended revolving credit facility will likely require the payment of the following fees:

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certain fees specified in a fee letter entered into with GE Capital;

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an unused line of credit fee in an amount equal to an applicable unused line fee margin of 0.50% (which margin may be reduced prospectively on a quarterly basis if we reduce our ratio of funded debt to EBITDA on a consolidated basis) multiplied by the difference between (x) the maximum amount of United Agri Products’ amended revolving credit facility (as it may be reduced from time to time) and (y) the average daily balance of revolving loans (including swingline loans) for the preceding month;

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a letter of credit fee equal to the average daily undrawn face amount of all outstanding letters of credit during such month multiplied by the applicable margin then in effect with respect to LIBOR loans (other than in-season overadvances); and

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customary administrative charges.

Guaranties and Collateral

The obligations under the amended revolving credit facility will be guaranteed by UAP Holdings and each of its existing and future direct and indirect subsidiaries. However, none of the non-U.S. subsidiaries of UAP Holdings will guarantee any of United Agri Products’ obligations or those of its U.S. subsidiaries. The obligations of UAP Canada under the amended revolving credit facility will be guaranteed by UAP Holdings and each of its existing and future direct and indirect Canadian and U.S. subsidiaries (including United Agri Products).

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United Agri Products’ obligations and the obligations of the U.S. guarantors under the amended revolving credit facility and the related documents will be secured by a first priority lien on or security interest in, subject to certain exceptions, substantially all of UAP Holdings’ and United Agri Products’ properties and assets and the properties and assets of each of the U.S. guarantors, in each case whether now owned or hereafter acquired. The obligations of UAP Canada and the obligations of the Canadian guarantors under the amended revolving credit facility and the related documents will be secured by a first priority lien on or security interest in, subject to certain exceptions, substantially all of UAP Holdings’, United Agri Products’ and UAP Canada’s properties and assets and the properties and assets of each of the Canadian guarantors in each case whether now owned or hereafter acquired. Such security will include a pledge of all capital stock and certain debt instruments owned by such parties, except that, in general, not more than 66% of the total outstanding voting stock of any non-U.S., non-Canadian subsidiary of UAP Holdings will be required to be pledged in support of the obligations of UAP Holdings, United Agri Products or its subsidiaries. Our bank accounts, and those of our U.S. and Canadian subsidiaries, will be subjected to a cash management system that provides for daily sweeps of certain account balances to repay the obligations under the amended revolving credit facility.

Representations, Warranties and Covenants

The amended revolving credit facility will contain certain customary representations, warranties and affirmative covenants. In addition, the amended revolving credit facility will contain customary negative covenants restricting UAP Holdings’ ability and the ability of its subsidiaries to, among other things:

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incur additional indebtedness (other than certain permitted indebtedness);

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incur liens (other than certain permitted encumbrances), enter into agreements that limit the ability to incur liens, or permit any encumbrance or restriction on certain inter-company payments and transfers;

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make investments (other than certain permitted investments);

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become liable for certain contingent obligations;

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make certain restricted payments in respect of capital stock or subordinated debt;

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amend certain organizational, corporate and other documents;

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engage in mergers or make acquisitions (except for certain permitted acquisitions);

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sell or dispose of assets or the stock of subsidiaries;

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enter into transactions with affiliates;

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engage in any new business;

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permit certain releases of certain hazardous materials;

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take any actions that could cause an “ERISA event” that could reasonably be expected to have a material adverse effect (as defined);

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enter into certain sale-leaseback, lease in-lease out and similar transactions; or

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voluntarily purchase, redeem, defease or prepay any subordinated debt.

We anticipate that the amended revolving credit facility will also contain the following financial covenants:

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If and for so long as aggregate borrowing availability is less than $40.0 million, UAP Holdings and its subsidiaries will be required to have EBITDA of at least $70.0 million, measured as of the last day of each month for the trailing twelve-month period then ended.

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If and for so long as aggregate borrowing availability is less than $40.0 million, UAP Holdings and its subsidiaries will be required to maintain a fixed charge coverage ratio of not less than 1.1 to 1.0, measured as of the last day of each month for the trailing twelve-month period then ended.

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Events of Default

Events of default under the amended revolving credit facility will include:

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failure to pay principal when due or pay a reimbursement obligation in respect of a letter of credit;

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failure to pay interest within 3 days after its due date;

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default with respect to certain other indebtedness;

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failure to maintain UAP’s corporate existence or that of UAP Canada;

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failure to cause any new subsidiary to guarantee UAP’s obligations and/or those of UAP Canada and to collateralize the same with security interests, liens and pledges on the terms and conditions set forth in United Agri Products’ amended revolving credit facility and related documents;

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failure to comply with the negative, financial and borrowing base reporting covenants in the amended revolving credit facility;

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a material breach of any representation or warranty;

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other defaults under the amended revolving credit facility documents which are not cured or waived within 30 days;

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voluntary and involuntary events of bankruptcy;

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the entrance or filing of a material money judgment or similar process which is not adequately covered by insurance and remains undischarged, unvacated, unbonded or unstayed for a period of 30 days;

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any of the amended revolving credit facility documents become invalid; and

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certain changes of control with respect to UAP Holdings, United Agri Products or UAP Canada.

SENIOR SECURED SECOND LIEN TERM LOAN FACILITY

Concurrent with, and subject to completion of, this offering, United Agri Products expects to enter into a new senior secured second lien term loan facility. The currently anticipated key terms of the second lien term loan are described below. Such description is not complete and is qualified in its entirety by reference to the complete text of the related term loan agreement.

The new second lien term loan will provide for a seven-year, $150 million senior secured second lien term loan facility with , as Agent and Lender, and other financial institutions as Lenders. The proceeds of the second lien term loan will be applied to repurchase a portion of the 8¹/4% Senior Notes.

Interest and Applicable Margins

The interest rates with respect to the second lien term loan facility will be based, at United Agri Products’ option, on either a base rate or a Eurodollar rate, plus applicable margins. Following an event of default, all amounts owing under the second lien term loan facility will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional %. We anticipate the second lien term loan will have amortization of 1.00% per annum, payable in equal quarterly installments.

Fees

The second lien term loan facility will require the payment of the following fees:

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certain fees specified in a fee letter entered into with ; and

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customary administrative charges.

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Guaranties and Collateral

The obligations under the second lien term loan facility will be guaranteed by UAP Holdings and each of its existing and future direct and indirect domestic subsidiaries. United Agri Products’ obligations and the obligations of the guarantors under the second lien term loan facility will be secured by a second priority lien on or security interest in, subject to certain exceptions, all of the collateral securing the existing revolving facility, which includes substantially all of UAP Holdings’ and United Agri Products’ properties and assets and the properties and assets of each of the guarantors, in each case whether now owned or hereinafter acquired. Such security will include a pledge of all capital stock and certain debt instruments owned by such parties, except that, in general, not more than 66% of the total outstanding voting stock of any non-U.S. subsidiary of UAP Holdings will be required to be pledged in support of the obligations of UAP Holdings, United Agri Products or its subsidiaries.

Representations, Warranties and Covenants

We anticipate the second lien term loan facility will contain certain customary representations, warranties and affirmative covenants. In addition, the second lien term loan facility will contain customary negative covenants restricting UAP Holdings’ ability and the ability of its subsidiaries to, among other things:

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incur additional indebtedness (other than certain permitted indebtedness);

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incur liens (other than certain permitted encumbrances);

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make investments (other than certain permitted investments);

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become liable for certain contingent obligations;

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make certain restricted payments in respect of capital stock or subordinated debt; provided, that, if certain financial and other tests are satisfied, the interest on subordinated debt and dividends may be paid;

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amend certain organizational, corporate and other documents;

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engage in mergers or make acquisitions (except for certain permitted acquisitions);

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sell or dispose of assets or the stock of subsidiaries;

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enter into transactions with affiliates;

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engage in any new business;

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change in fiscal year without notice to the agent;

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create or establish new subsidiaries without delivering guaranties and security as described above;

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permit certain releases of certain hazardous materials;

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take any actions that could cause an “ERISA event” that could reasonably be expected to have a material adverse effect (as defined); or

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enter into certain sale-leaseback, lease in-lease out and similar transactions.

The second lien term loan facility will likely contain financial covenants based on EBITDA and cash fixed charges coverage ratio (to be defined) tests.

Events of Default

We anticipate events of default under the second lien term loan facility will include:

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failure to pay interest within a grace period after its due date;

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failure to make any installment of principal when due;

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default with respect to certain other indebtedness, including the existing revolving facility;

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failure to cause any new domestic subsidiary to guarantee UAP’s obligations and to collateralize the same with security interests, liens and pledges on the terms and conditions set forth in United Agri Products’ second lien term loan facility and related documents;

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failure to comply with the negative covenants in the second lien term loan facility;

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failure to comply with the financial covenants in the second lien term loan facility;

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failure to deliver notice of any condition or event that constitutes an event of default or default promptly after a senior executive officer has learned of the same;

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a material breach of any representation or warranty;

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other defaults under the second lien term loan facility documents which are not cured or waived within 30 days;

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voluntary and involuntary events of bankruptcy, insolvency or dissolution;

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the entrance or filing of a material money judgment or similar process which is not adequately covered by insurance and remains undischarged, unvacated, unbonded or unstayed for a period of 30 days;

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any of the second lien term loan facility documents become invalid; and

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certain changes of control with respect to UAP Holdings and United Agri Products.

Restrictions on Payment of Dividends and Interest on the Notes

We expect the Amended Credit Facilities to restrict our ability to pay dividends on our capital stock and interest on the senior subordinated notes based on the achievement of certain financial ratios, the absence of other defaults and certain other restrictions to be determined.

8¼% SENIOR NOTES

On December 16, 2003, United Agri Products completed a private offering of $225.0 million aggregate principal amount of its 8¹/4% Senior Notes due 2011 (the “8¹/4% Senior Notes”). The net proceeds from the offering of the 8¹/4% Senior Notes were used to repay United Agri Products’ $175.0 million senior bridge loan facility, plus accrued interest, to repay a portion of the existing revolving credit facility, and to pay related fees and expenses. The 8¹/4% Senior Notes were issued under an indenture among United Agri Products, certain of its subsidiaries and JPMorgan Chase Bank, as trustee. UAP Holdings has not guaranteed United Agri Products’ obligations under the 8¹/4% Senior Notes.

Interest on the 8¹/4% Senior Notes accrues at the rate of 8¹/4% per annum and is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2004. The 8¹/4% Senior Notes mature on December 15, 2011. United Agri Products is not required to make mandatory redemption or sinking fund payments with respect to the 8¹/4% Senior Notes.

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Optional Redemption

United Agri Products may redeem some or all of the 8¹/4% Senior Notes at any time on or after December 15, 2007 at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.

At any time prior to December 15, 2006, United Agri Products may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 8¹/4% Senior Notes originally issued under the indenture governing the 8¹/4% Senior Notes and all or a portion of any additional notes issued under such indenture after the date of such indenture, in each case at a redemption price equal to 108.250% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date. Depending on whether we consummate the Tender Offers, we also intend to cause United Agri Products to exercise its right to redeem up to 35% of the aggregate principal amount of the 8¹/4% Senior Notes under this provision with a portion of the proceeds from this offering.

In addition, at any time prior to December 15, 2007, United Agri Products may redeem some or all of the 8¼% Senior Notes at a redemption price equal to 100% of the principal amount plus a make-whole premium, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.

Guarantees; Ranking

The 8¹/4% Senior Notes are United Agri Products’ general unsecured obligations and rank equally in right of payment with all of United Agri Products’ existing and future unsecured senior debt. The 8¹/4% Senior Notes are effectively subordinated in right of payment to all of United Agri Products’ existing and future secured debt, including debt under its revolving credit facility, to the extent of the value of the assets securing that debt. In addition, the 8¹/4% Senior Notes are structurally subordinate to all obligations, including trade payables, of United Agri Products’ subsidiaries that do not guarantee the 8¹/4% Senior Notes.

The 8¹/4% Senior Notes are guaranteed on a senior unsecured basis by United Agri Products’ current and future domestic restricted subsidiaries. The guarantees are general unsecured obligations of the guarantors and rank equally in right of payment with their existing and future unsecured senior debt. The guarantees are effectively subordinated in right of payment to all of the guarantors’ existing and future secured debt, including guarantees under the Amended Credit Facilities, to the extent of the value of the assets securing that debt.

Covenants

The indenture governing the 8¹/4% Senior Notes contains certain limitations and restrictions on United Agri Products’ and certain of its subsidiaries’ ability to, among other things:

•

incur additional indebtedness;

•

pay dividends or make other distributions on United Agri Products’ capital stock or repurchase, repay or redeem our capital stock or subordinated debt;

•

make certain investments;

•

incur liens;

•

enter into certain types of transactions with affiliates; and

•

limit dividends or other payments by United Agri Products’ restricted subsidiaries to United Agri Products; and

•

sell all or substantially all of United Agri Products’ assets or merge with or into other companies.

These covenants are subject to important exceptions and qualifications.

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Events of Default

The indenture governing the 8¹/4% Senior Notes contains certain events of default, including (subject, in some cases, to customary cure periods and materiality thresholds) defaults based on (i) the failure to make payments under the indenture when due, (ii) breach of covenants, (iii) cross-defaults to other material indebtedness, (iv) bankruptcy events and (v) material judgments. The events of default in the indenture governing the 8¹/4% Senior Notes are substantially similar to the events of default contained in the indenture governing the senior subordinated notes.

Tender Offer and Consent Solicitation

As of , 2004, United Agri Products had $225.0 million aggregate principal amount of 8¹/4% Senior Notes outstanding. Prior to the closing of this offering, United Agri Products intends to commence a tender offer and consent solicitation with respect to all of its outstanding $225.0 million aggregate principal amount of 8¹/4% Senior Notes. Upon receipt of the requisite consents, we will execute a supplemental indenture with respect to the 8¹/4% Senior Notes, with effectiveness subject to the consummation of the Tender Offers. The supplemental indenture will delete all of the material restrictive covenants contained in the indenture governing the 8¹/4% Senior Notes. The only operative material covenant will be the covenant to make payment on the 8¹/4% Senior Notes. See “Prospectus Summary–Tender Offers and Consent Solicitations” for a more detailed discussion of the terms of the tender offer and consent solicitation with respect to the 8¹/4% Senior Notes.

10¾% SENIOR DISCOUNT NOTES

On January 26, 2004, UAP Holdings completed a private offering of $125.0 million aggregate principal amount at maturity of its 10³/4% Senior Discount Notes due 2012 (the “10³/4% Senior Discount Notes”). The net proceeds from the offering of the 10³/4% Senior Discount Notes were used to redeem a portion of the outstanding Series A Redeemable Preferred Stock, to pay a dividend to the holders of common stock, and to pay related fees and expenses. The 10³/4% Senior Discount Notes were issued under an indenture between UAP Holdings and JPMorgan Chase Bank, as trustee.

No interest will accrue on the 10³/4% Senior Discount Notes prior to January 15, 2008. Instead, the accreted value of each 10³/4% Senior Discount Note will increase (representing amortization of original issue discount) from the date of original issuance to but not including January 15, 2008 at a rate of 10³/4% per annum, such that the accreted value on January 15, 2008 will be equal to the full principal amount at maturity. Beginning on January 15, 2008, interest on the 10³/4% Senior Discount Notes will accrue at a rate of 10³/4% per annum and will be payable in cash semi-annually in arrears on January 15 and July 15, commencing on July 15, 2008.

Optional Redemption

UAP Holdings may redeem some or all of the 10³/4% Senior Discount Notes at any time on or after January 15, 2008 at a redemption price equal to 100% of the principal amount at maturity thereof plus a premium declining ratably to par, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.

At any time prior to January 15, 2007, we may use the proceeds of certain equity offerings to redeem up to 40% of the aggregate principal amount at maturity of 10³/4% Senior Discount Notes originally issued under the indenture governing the 10³/4% Senior Discount Notes and all or a portion of any additional notes issued under such indenture after the date of the indenture, in each case at a redemption price equal to 110.750% of the accreted value thereof, plus liquidated damages, if any, to the redemption date. Depending on whether we consummate the Tender Offers, we may exercise our right to redeem up to 40% of the aggregate principal amount at maturity of the 10³/4% Senior Discount Notes under this provision with a portion of the proceeds from this offering.

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In addition, if we experience a change of control prior to January 15, 2008, we may redeem the 10³/4% Senior Discount Notes, in whole but not in part, at a redemption price equal to 100% of the accreted value thereof, plus a premium declining ratably to 8.063%, plus liquidated damages, if any, to the redemption date.

If we experience a change of control, we may be required to offer to repurchase some or all the 10³/4% Senior Discount Notes at a purchase price equal to 101% of the accreted value thereof, plus liquidated damages, if any, to the repurchase date (if prior to January 15, 2008) or 101% of the principal amount at maturity, plus accrued and unpaid interest and liquidated damages, if any, to the repurchase date (if on or after January 15, 2008).

Ranking

The 10³/4% Senior Discount Notes are our general unsecured obligations and rank equally in right of payment with all of our existing and future unsecured senior debt. The 10³/4% Senior Discount Notes are effectively subordinated in right of payment to all of our existing and future secured debt, including our guarantees of debt under the Amended Credit Facilities, to the extent of the value of the assets securing that debt. The 10³/4% Senior Discount Notes are structurally subordinated to all obligations of our existing and future subsidiaries, including United Agri Products.

Covenants

The indenture governing the 10³/4% Senior Discount Notes contains certain limitations and restrictions on our and certain of our subsidiaries’ ability to, among other things:

•

incur additional indebtedness;

•

pay dividends or make other distributions on our capital stock or repurchase, repay or redeem our capital stock or subordinated debt;

•

make certain investments;

•

incur liens;

•

enter into certain types of transactions with affiliates;

UAP 27 INC S-1