As filed with the Securities and Exchange Commission on October 1, 2004

Registration No. 333-114278

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

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. ¨

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.

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	84-0601553
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 OCTOBER 1, 2004

Prospectus

UAP Holding Corp.

LOGO

36,500,000 INCOME DEPOSIT SECURITIES (IDSs)

representing

36,500,000 shares of common stock

$292.0 million % senior subordinated notes due 2019

and

$40.6 MILLION % SENIOR SUBORDINATED NOTES DUE 2019

This offering consists in part of an offering of 36,500,000 Income Deposit Securities, or IDSs, representing 36,500,000 shares of common stock and $292.0 million aggregate principal amount of % senior subordinated notes due 2019. Each IDS represents:

•

one share of our common stock; and

•

a % senior subordinated note with $8.00 principal amount.

All the senior subordinated notes represented by IDSs are being sold by us. All the shares of common stock represented by the IDSs are being sold by funds affiliated with Apollo Management V, L.P., our equity sponsor. Simultaneously with the sale by us and our equity sponsor of these securities in the offering, we will combine all the shares and the senior subordinated notes into IDSs for sale to the public by the underwriters. We will not receive any of the proceeds from the sale of shares of common stock by our equity sponsor.

We also are offering $40.6 million aggregate principal amount of senior subordinated notes separately from the IDSs. The completion of the separate offering of senior subordinated notes is a condition to the sale of IDSs.

This is the initial public offering of our IDSs, and the shares of our 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, shares of common stock or our senior subordinated notes. We anticipate that the public offering price will be between $19.00 and $21.00 per IDS and the public offering price of the senior subordinated notes sold separately will be % of their stated principal amount. We have applied to list the IDSs on The American Stock Exchange under the trading symbol “UAP.” We do not anticipate that the senior subordinated notes will be separately listed on any exchange.

Holders of IDSs will have the right to separate the IDSs into the shares of our 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. Similarly, any holder of shares of our common stock and senior subordinated notes may, at any time after the IDSs become separable by the holders, unless the IDSs have automatically separated upon the occurrence of certain events, combine the applicable number of shares of common stock and principal amount of senior subordinated notes to form IDSs.

Upon a subsequent issuance by us of IDSs or senior subordinated notes (including issuances of IDSs upon conversion of our participating preferred stock), 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. 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” beginning on page 156 and “Material U.S. Federal Income Tax Consequences—Consequences to U.S. Holders—Senior Subordinated Notes—Additional Issuances” beginning on page 203.

We have granted the underwriters an option to purchase up to 5,475,000 additional IDSs to cover over-allotments, if any. We will use all the proceeds from the sale of additional IDSs upon exercise of the underwriters’ over-allotment option to repurchase shares of our participating preferred stock from our equity sponsor.

Investing in our IDSs, shares of our common stock and senior subordinated notes involves risks. See the “ Risk Factors” section beginning on page 26.


	Per IDS(1)	Total	Per Senior Subordinated Note(2)	Total(2)
Public offering price	$	$		$
Underwriting discount	$	$		$
Proceeds to UAP Holding Corp. (before expenses)(3)	$	$		$
Proceeds to equity sponsor	$	$		$

(1)	The price per IDS is comprised of $12.00 allocated to each share of common stock and $8.00 allocated to each senior subordinated note.

(2)	Relates to $40.6 million aggregate principal amount of senior subordinated notes that we are selling separately (not represented by IDSs).

(3)	We are selling 36,500,000 IDSs in this offering. We will not receive any proceeds from the sale by the existing stockholders of the shares of common stock represented by IDSs being sold in this offering.

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.


Credit Suisse First Boston		UBS Investment Bank		CIBC World Markets


Goldman, Sachs & Co.		Merrill Lynch & Co.

The date of this prospectus is , 2004

TABLE OF CONTENTS


		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		26
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		42
USE OF PROCEEDS		43
DIVIDEND POLICY AND RESTRICTIONS		44
CAPITALIZATION		53
DILUTION		54
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA		55
SELECTED HISTORICAL FINANCIAL AND OTHER DATA		66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		69
BUSINESS		83
MANAGEMENT		98
PRINCIPAL AND SELLING STOCKHOLDERS		107


		Page
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		110
DESCRIPTION OF OTHER INDEBTEDNESS		122
DESCRIPTION OF INCOME DEPOSIT SECURITIES (IDSS)		133
DESCRIPTION OF CAPITAL STOCK		138
DESCRIPTION OF SENIOR SUBORDINATED NOTES		145
IDSS ELIGIBLE FOR FUTURE SALE		196
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		199
UNDERWRITING		209
NOTICE TO CANADIAN RESIDENTS		214
LEGAL MATTERS		215
EXPERTS		215
WHERE YOU CAN FIND MORE INFORMATION		216
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.

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.

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 2003 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. We believe these sources are reliable but we have not independently verified the information obtained from them.

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.

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 beginning on page 26, the “Unaudited Pro Forma Condensed Consolidated Financial Data” section beginning on page 55 and the historical financial statements of UAP Holding Corp. and its predecessor, 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 UAP Holding Corp. and its consolidated subsidiaries after the Acquisition (as defined in “Certain Relationships and Related Transactions” beginning on page 110) and its predecessor, the ConAgra Agricultural Products Business, before 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.

UAP operates on a 52- or 53-week year. UAP’s fiscal years 2000, 2001, 2002, 2003 and 2004 ended on February 27, 2000, February 25, 2001, February 24, 2002, February 23, 2003, and February 22, 2004, respectively. UAP’s fiscal years in 2000, 2001, 2002, 2003 and 2004 contained 52 weeks. Fiscal years are identified in this prospectus according to the calendar year in which they ended. For example, the fiscal year ended February 22, 2004 is referred to herein as “fiscal 2004.”

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, and provide a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. As a result of our broad scale and scope, which includes a comprehensive network of approximately 350 distribution and storage facilities, five formulation and blending plants that are strategically located in the major crop-producing areas of the United States and Canada, over 40,000 active stock keeping units, or SKUs, and the support of approximately 1,000 sales people, 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 May 30, 2004, on a pro forma basis after giving effect to the Transactions, we generated net sales of $2.6 billion and income before income taxes of $38.1 million.

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 also distribute products from over 150 other suppliers as well as over 250 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 February 22, 2004, we had approximately 78,000 customers, with our ten largest customers accounting for approximately 2% of our net sales in fiscal 2004, on a pro forma basis after giving effect to the Acquisition. 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, including rationalizing headcount, enhancing our credit policies and information systems, improving inventory management and closing 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 2.0% in fiscal 2004, on a pro forma basis after giving effect to the Transactions, while reducing average working capital as a percentage of net sales from approximately 25% in fiscal 2001 to approximately 20% in fiscal 2004, a reduction of $216.9 million. We believe we are well positioned to drive further efficiencies in working capital and further enhance our margins.

INDUSTRY OVERVIEW AND TRENDS

The three primary product areas of the market are crop protection chemicals, seeds and fertilizer. According to the most recent available survey by the USDA National Agricultural Statistics Service, the agricultural inputs market in the United States was estimated at $27.7 billion in 2003, of which approximately $8.4 billion represented crop protection chemicals expenditures, approximately $9.3 billion represented seed expenditures, and approximately $10.0 billion represented fertilizer expenditures, and has experienced relative stability since 1997 (as measured by total revenues).

Agricultural input distributors represent the main route-to-market for agricultural input manufacturers, 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.

The market has consolidated significantly over the last ten years, and based on independent consulting work which we sponsored, we believe that:

•

in 2003 the largest six retailers accounted for over 50% of sales by the largest 100 retailers in our industry measured by sales;

•

independent national distributors (i.e., non-grower-owned cooperatives) increased their retail market share amongst the largest 100 retailers measured by sales from 37% in 1998 to 41% in 2003; and

•

larger companies, such as UAP, will continue to increase their competitive advantage over businesses with fewer resources.

OUR COMPETITIVE STRENGTHS

We believe the following competitive strengths 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, and based on independent consulting work which we sponsored, we believe that we hold the number one market position in each of our core product categories: crop protection chemicals, seeds and fertilizers.

•

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.

•

Extensive Distribution Network. As of February 22, 2004, we operated a broad distribution network of approximately 350 retail and wholesale farm distribution and storage facilities, five formulation facilities, approximately 1,000 sales people across North America, and had a sales presence in all 50 states of the United States and nine of the 13 Canadian provinces.

•

Strong Supplier Relationships. We purchase products from over 150 suppliers, including some of the largest chemical, seed and fertilizer companies in the world, and 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.

•

Diversified Product Offering. We provide our customers with a comprehensive offering of agricultural inputs stretching across our three core product categories, with no single brand accounting for more than 5% of our pro forma net sales in fiscal 2004.

•

Proven and Incentivized Management Team. Our current senior management team has an average of over 18 years of experience in the agricultural inputs industry, and 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.

OUR STRATEGY

Our goal is to continue to seek to improve margins and reduce working capital through the following principal strategies:

•

Targeting continued margin enhancement and working capital management;

•

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

•

Leveraging our scale.

THE TRANSACTIONS

THE AMENDED CREDIT FACILITIES

Concurrently with the closing of this offering, United Agri Products will amend and restate its existing $500.0 million revolving credit facility and enter into a new seven-year $165.0 million senior secured second lien term loan facility. In this prospectus, we refer to the revolving credit facility, as amended, as the “amended and restated revolving credit facility,” and to the amended and restated revolving credit facility and the new senior secured second lien term loan facility, collectively, as the “Amended Credit Facilities.” 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 distributions to us. For a summary description of the Amended Credit Facilities, see “Description of Other Indebtedness—The Amended and Restated Revolving Credit Facility” beginning on page 122 and “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility” beginning on page 125.

THE RECAPITALIZATION

Prior to the closing of this offering, we will enter into a management incentive agreement with certain of our security holders, and we will enter into a recapitalization agreement with our equity sponsor. Pursuant to these agreements, the following transactions will occur:

•

Prior to the closing of this offering, we will amend and restate our certificate of incorporation to, among other things, authorize a new class of participating preferred stock and effect a 49.578-for-1 split of our common stock.

•

In this offering, our equity sponsor will sell a portion of its shares of common stock, and we will sell the senior subordinated notes represented by the IDSs and the separate senior subordinated notes. We will use a portion of the proceeds from the senior subordinated notes represented by the IDSs and the separate senior subordinated notes to repurchase a portion of our equity sponsor’s remaining shares of common stock and to make cash payments to certain members of our management in exchange for the cancellation of 20% of their vested common equity, including options that will immediately vest in connection with this offering.

•

We will issue shares of our new participating preferred stock in exchange for all shares of common stock held by our equity sponsor other than the shares sold in this offering or repurchased with the proceeds from the senior subordinated notes.

•

We will issue shares of participating preferred stock to a rabbi trust in exchange for shares of common stock currently held in such trust, and the deferred compensation accounts under our deferred compensation plans, which are currently deemed to be invested in such shares of common stock, will instead be deemed to be invested in such shares of participating preferred stock.

•

We will issue additional shares of participating preferred stock to the rabbi trust, and deferred compensation accounts under our deferred compensation plans will be deemed to be invested in such additional shares, in consideration for the cancellation of all options that are not cancelled in exchange for the cash payments described above.

•

To the extent the underwriters’ over-allotment option is exercised, we will sell additional IDSs to the underwriters and use the proceeds to repurchase shares of our participating preferred stock from our equity sponsor.

In this prospectus, we refer to these transactions as the “Recapitalization.” For a more detailed description of the management incentive agreement and the recapitalization agreement, see “Certain Relationships and Related Transactions—Related Party Transactions in Connection with this Offering” beginning on page 118.

Currently, our equity sponsor beneficially owns 100% of our total voting power. Immediately following the Recapitalization and this offering, our equity sponsor will beneficially own 14.3% of our total voting power (or 2.1% if the underwriters’ over-allotment option is exercised in full).

Following the first anniversary of the consummation of this offering, the holders of our participating preferred stock will have the right to convert such stock into IDSs or, if the IDSs have automatically separated, shares of our common stock and senior subordinated notes, provided that certain conditions are satisfied. In this prospectus, we refer to these conditions as the “Conversion Conditions.” One of the Conversion Conditions is compliance with the requirement under the indenture governing the senior subordinated notes that a number of shares of participating preferred stock representing at least 10% of the fair value of our equity immediately after this offering remain outstanding for the first two years following this offering. For a description of the terms of the participating preferred stock, including the Conversion Conditions, see “Description of Capital Stock—Participating Preferred Stock” beginning on page 140.

Each share of participating preferred stock will initially be convertible into one IDS. No fractional portion of an IDS, or fractional portion of the components of an IDS, will be issued upon a conversion of shares of participating preferred stock. Instead, we will pay the holder of the shares converted an amount in cash in respect of the fractional interest based upon the fair market value of the IDSs on the trading day immediately preceding the date of conversion.

ACCOUNTING TREATMENT FOR THE TRANSACTIONS

For a detailed description of the accounting treatment for the Transactions (as defined below), see “Management’s Discussion and Analysis of Financial Condition and Risks of Operations—Critical Accounting Policies—Accounting Treatment for IDSs” beginning on page 78 and “—Accounting for Participating Preferred Stock” beginning on page 79.

THE TENDER OFFERS AND CONSENT SOLICITATIONS

On April 26, 2004, United Agri Products commenced 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 commenced 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.” For a summary description of the terms of the 8¼% Senior Note Tender Offer, see “Description of Other Indebtedness—8¼% Senior Notes—Tender Offer and Consent Solicitation” beginning on page 130, and for a summary description of the terms of the 10¾% Senior Discount Note Tender Offer, see “Description of Other Indebtedness—10¾% Senior Discount Notes—Tender Offer and Consent Solicitation” beginning on page 132.

As of the date of this prospectus, all $125,000,000 aggregate principal amount at maturity of 10³/4% Senior Discount Notes and all $225,000,000 aggregate principal amount of 8¹/4% Senior Notes have been validly tendered and have not been withdrawn in the Tender Offers. The Tender Offers will currently expire on October 8, 2004, unless otherwise extended, and are conditioned upon, among other things, the closing of this offering. 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 accepted for purchase in the Tender Offers.

USE OF PROCEEDS FROM THIS OFFERING

Assuming an initial public offering price of $20 per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from the offering of IDSs of approximately $346.8 million after deducting underwriting discounts, commissions, and other estimated offering expenses and that our equity sponsor will receive net proceeds of approximately $566.6 million. We estimate that we will also sell $40.6 million aggregate principal amount of senior subordinated notes in this offering separately from the IDSs, and receive net proceeds of approximately $40.6 million from the sale of such senior subordinated notes. We will not receive any of the proceeds from the sale of shares of common stock represented by IDSs offered hereby by our equity sponsor.

We will use the net proceeds received by us from this offering, together with borrowings under the Amended Credit Facilities, to:

•

repurchase the outstanding 8¼% Senior Notes tendered pursuant to the 8¼% Senior Note Tender Offer;

•

repurchase the outstanding 10¾% Senior Discount Notes tendered pursuant to the 10¾% Senior Discount Note Tender Offer;

•

repurchase all our outstanding Series A Redeemable Preferred Stock from our former parent, ConAgra Foods, Inc., (“ConAgra Foods”); and

•

repurchase shares of common stock from our equity sponsor and make cash payments to certain members of our management in exchange for the cancellation of 20% of their vested common equity, including options that will immediately vest in connection with this offering.

To the extent the underwriters’ over-allotment option is exercised, we will use all the proceeds from the sale of additional IDSs to repurchase shares of our participating preferred stock from our equity sponsor.

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 May 30, 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 on hand	$	7.8
Amended and restated revolving credit facility		87.2
New term loan facility		165.0
IDSs offered hereby(1)		730.0
Senior subordinated notes offered hereby separately from the IDSs		40.6

Total sources	$	1,030.6


Uses	Amount
Repurchase of 8¼% Senior Notes(2)	$	225.0
Repurchase of 10¾% Senior Discount Notes(3)		86.4
Repurchase of Series A Redeemable Preferred Stock(4)		35.4
Proceeds to our existing stockholders(5)		566.6
Transaction fees and expenses(6)		117.2

Total uses	$	1,030.6

(1)

Includes $438.0 million of proceeds from the sale of common stock by our equity sponsor. We will not receive any of the proceeds from the sale by our equity sponsor of shares of common stock represented by the IDSs offered hereby. To the extent the underwriters’ over-allotment option is exercised, we will use all the proceeds from the sale of additional IDSs to repurchase shares of our participating preferred stock from our equity sponsor pursuant to the recapitalization agreement.

(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” beginning on page 128.

(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 proceeds to our existing stockholders from (a) the sale of common stock represented by the IDSs offered hereby by our equity sponsor, (b) the repurchase of shares of our outstanding common stock from our equity sponsor pursuant to the recapitalization agreement and (c) cash payments of approximately $13.7 million to certain members of our management in exchange for the cancellation of 20% of their vested common equity, including options that will immediately vest in connection with this offering, pursuant to the management incentive agreement. To the extent the underwriters’ over-allotment option is exercised, we will use all the proceeds from the sale of additional IDSs to repurchase shares of our participating preferred stock from our equity sponsor pursuant to the recapitalization agreement.

(6)	Includes $55.0 million of prepayment penalties related to the repurchase of outstanding indebtedness, $8.4 million of accrued interest, and $53.8 million of fees and expenses related to this offering.

OTHER INFORMATION ABOUT THIS PROSPECTUS

Unless the context otherwise requires, references in this prospectus to “this offering” or “the offering” refer collectively to the offering of 36,500,000 IDSs and $40.6 million aggregate principal amount of senior subordinated notes offered separately. Throughout this prospectus, we have assumed an initial public offering price of $20.00 per IDS (comprised of $8.00 principal amount allocated to each senior subordinated note and $12.00 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 of 100% 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;

•

does not give effect to the issuance of IDSs upon conversion of the participating preferred stock:

(1)

in which deferred compensation accounts under our amended and restated 2004 deferred compensation plan will be deemed to be invested after consummation of this offering;

(2)

to be issued to our equity sponsor in the Recapitalization; or

(3)

to be issuable upon the exercise of outstanding stock options after the Recapitalization; and

•

gives effect to the proposed 49.578-for-1 split of our common stock.

APOLLO

Apollo Management V, L.P. and its affiliated investment funds (“Apollo”), our 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 $18 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., Borden Chemical, Inc., Compass Minerals Group, Inc., General Nutrition Centers, Inc., Nalco Company and National Financial Partners Corp.

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

This is an offering of 36,500,000 IDSs at an assumed initial public offering price of $20.00 per IDS (comprised of $8.00 allocated to each senior subordinated note and $12.00 allocated to each share of common stock), which represents the midpoint of the range set forth on the cover page of this prospectus. We are also offering $40.6 million aggregate principal amount of senior subordinated notes separately from the IDSs at an assumed initial public offering price of 100% of their stated principal amount. The completion of the separate offering of senior subordinated notes is a condition to the 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.

SUMMARY OF THE IDSs

What are IDSs?

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

Each IDS initially represents:

•

one share of our common stock; and

•

a % senior subordinated note with $8.00 principal amount.

The ratio of 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 common stock. For example, if we elect to effect a two-for-one stock split, from and after the effective date of the stock split, each IDS will represent two shares of 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 common stock, each IDS will thereafter represent the appropriate number of shares of 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?

You will be entitled to receive quarterly interest payments at an annual rate of % of the aggregate principal amount of senior subordinated notes represented by your IDSs, or approximately $0.960 per senior subordinated note per year, subject to our right, under certain circumstances, to defer interest payments on our senior subordinated notes. We expect to make our first interest payment on February 1, 2005.

In addition, we currently intend to pay an initial dividend on February 1, 2005 with respect to the partial quarterly period commencing on the closing of this offering and ending on October 15, 2004 and a regular quarterly dividend payment for the period commencing on October 16, 2004 and ending on January 15, 2005, based on a quarterly dividend level of $0.235 per share of common stock. We currently intend to continue to pay quarterly dividends at this rate for the first full year following the closing of this offering. However, dividend payments are not mandatory or guaranteed and are within the absolute discretion of our board of directors, which may decide, at any time and for any reason, not to pay dividends. In addition, the indenture governing the senior subordinated notes contains restrictions on our ability to declare and pay dividends on our common stock.

We expect to make interest payments and any dividend payments on or about the first day of each February, May, August and November, commencing February 1, 2005, to holders of record on the 15th day of January, April, July and October or the immediately preceding business day. The cash used to make such interest and any

dividend payments is expected to come from distributions by United Agri Products. The Amended Credit Facilities will contain provisions limiting United Agri Products’ ability to make distributions to us. See “Description of Other Indebtedness—Amended and Restated Revolving Credit Facility” beginning on page 122 and “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility” beginning on page 125.

Holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Further, our ability to pay dividends is restricted by Delaware law and by the indenture and the Amended Credit Facilities. See “Dividend Policy and Restrictions” beginning on page 44.

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

No. As a holder of IDSs you are the beneficial owner of the 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 common stock and senior subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

What instruments will govern my rights as an IDS holder?

Your rights as an IDS holder will be governed by a global IDS certificate which includes provisions with respect to the separation, combination and adjustment of the common stock and senior subordinated notes represented by the IDSs. The common stock represented by the IDSs will be governed by our restated certificate of incorporation and the global stock certificate for our common stock, and the senior subordinated notes represented by the IDSs will be governed by the indenture, including the guarantees, and the global note.

Will the IDSs be listed on an exchange?

We have applied to list the IDSs for trading on the American Stock Exchange under the trading symbol “UAP.”

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 identical to the terms of 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 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 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. As discussed under “Description of Income Deposit Securities (IDSs)—Clearance and Settlement” beginning on page 134, Cede & Co., a nominee of The Depository Trust Company, will be the sole registered holder of IDSs, the securities

represented by the IDSs and the senior subordinated notes sold separately. That means you will not be a registered holder of the securities, and you will not receive a certificate for your securities. However, a holder of common stock, including a holder of an IDS that requests that IDSs be separated, has a legal right under Delaware law to request that we issue a certificate for such common stock. Until such request is made, 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.

Can I separate my IDSs into shares of common stock and senior subordinated notes or recombine shares of 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 common stock and senior subordinated notes represented thereby. At any time after the IDSs become separable by the holders thereof, any holder of shares of our common stock and senior subordinated notes, whether represented by IDSs purchased in this offering or in a subsequent offering, may, through his or her broker or other financial institution, combine the applicable number of shares of common stock and senior subordinated notes to form IDSs. Separation and recombination of IDSs will occur promptly in accordance with DTCs procedures upon receipt of instructions from your broker and may involve transaction fees charged by your broker and/or financial intermediary. See “Description of Income Deposit Securities (IDSs)—Clearance and Settlement—Separation and Combination” beginning on page 135.

Will my IDSs automatically separate into shares of 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, whether it be on the scheduled maturity date or upon acceleration following an event of default.

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 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 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 common stock and senior subordinated notes represented by the IDSs have been established based on the fair market value of such shares of common stock and senior subordinated notes. Under the terms of the indenture governing the senior subordinated notes, by acceptance of a beneficial ownership interest in the senior subordinated notes, you will be deemed to have agreed to allocate the purchase price of the IDSs between those shares of common stock and senior subordinated notes in proportion to their respective initial fair market values, which will establish your initial tax basis. We expect to report the initial fair market value of each share of common stock as $12.00 and the initial fair market value of each of our senior subordinated notes as $8.00, and by purchasing IDSs, you will agree to such allocation, assuming an initial public offering price of $20.00 per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus.

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 to you 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, if there is a subsequent issuance of senior subordinated notes having identical terms as the senior subordinated notes represented by the IDSs and the senior subordinated notes being offered separately in this offering but issued with original issue discount (“OID”), including an issuance upon a conversion of participating preferred stock, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that upon such issuance and upon any issuance of senior subordinated notes thereafter 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. 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. 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 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 or separately held senior subordinated notes will, by purchasing senior subordinated notes or IDSs, 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 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 Consequences” beginning on page 199.

SUMMARY OF THE COMMON STOCK

Issuer

UAP Holding Corp.

Shares of common stock represented by IDSs

36,500,000 shares (or 41,975,000 shares if the underwriters’ over-allotment option is exercised in full). Except for the 5,475,000 shares represented by IDSs subject to the underwriters’ over-allotment option, all such shares will be sold by our equity sponsor. Shares of our common stock and Class A common stock are identical in all respects, except that only shares of our common stock are eligible to be included in IDSs. Shares of common stock may not be issued unless such shares are issued as part of IDSs.

Shares of common stock to be outstanding following the offering

36,500,000 shares, or 41,975,000 shares if the underwriters’ over-allotment option is exercised in full.

Voting rights

Each outstanding share of our common stock will carry one vote per share and will vote as a single class with the holders of our Class A common stock and participating preferred stock. There will be no shares of Class A common stock outstanding immediately following this offering.

Dividends

Upon completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed to them any cash available to pay dividends instead of retaining it in our business. We currently intend to pay an initial dividend on February 1, 2005 with respect to the partial quarterly period commencing on the closing of this offering and ending on October 15, 2004 and a regular quarterly dividend payment for the period commencing on October 16, 2004 and ending on January 15, 2005 based on a quarterly dividend level of $0.235 per share of common stock and $0.475 per share of participating preferred stock. We currently intend to continue to pay quarterly dividends at these rates for the remainder of the first full year following the closing, but only if and to the extent dividends are declared by our board of directors and permitted by applicable law, by the terms of the indenture governing the senior subordinated notes, and by applicable provisions of our other indebtedness. Dividend payments are not guaranteed, and our board of directors may decide, in its absolute discretion, at any time and for any reason, not to pay dividends.

Under the indenture governing the senior subordinated notes, the dividends we may pay are, in general, limited to our “excess cash” as defined in the indenture. Excess cash is defined as our EBITDA (as defined in the indenture) reduced by cash interest expense, cash income tax expense, and certain capital expenditures. See “Description of Senior Subordinated Notes—Certain

Covenants—Restricted Payments” beginning on page 156. Similar limitations on dividends and other distributions exist under the Amended Credit Facilities. See “Description of Other Indebtedness—The Amended and Restated Revolving Credit Facility” beginning on page 122 and “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility.” In addition, both the indenture and the Amended Credit Facilities contain dividend suspension provisions under which we would be prohibited from paying dividends on our capital stock during any interest deferral period, while any deferred interest remains unpaid or if we fail to satisfy certain financial ratios.

See “Dividend Policy and Restrictions” beginning on page 44.

Dividend payment dates

If declared, dividends will be paid quarterly on the 1st day of each February, May, August and November to holders of record on the 15th day of January, April, July and October or the immediately preceding business day of such month, commencing February 1, 2005.

Listing

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

SUMMARY OF THE SENIOR SUBORDINATED NOTES

Issuer

UAP Holding Corp.

Senior subordinated notes being offered hereby

$292.0 million aggregate principal amount of % senior subordinated notes (or $335.8 million aggregate principal amount if the underwriters’ over-allotment option is exercised in full) represented by IDSs; and $40.6 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 1st day of each February, May, August and November, commencing February 1, 2005, to holders of record on the 15th day of January, April, July and October or the immediately preceding business day of such month.

Interest deferral

Prior to , 2009, subject to certain restrictions, interest payments on our senior subordinated notes may be deferred, at our option, on one or more occasions with respect to eight quarterly payments in the aggregate. After , 2009, we may, subject to certain restrictions, defer interest payments on our senior subordinated notes on not more than four occasions for up to two quarters per occasion; provided that after the end of the first interest deferral period, we may not defer interest on our senior subordinated notes unless and until all deferred interest and interest on deferred interest has been paid in full.

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 no later than , 2019. 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 common stock and participating preferred stock or to make payments with respect to vested options to acquire participating preferred stock.

For a detailed description of interest deferral provisions of the indenture see “Description of Senior Subordinated Notes—Terms of the Notes—Interest Deferral” beginning on page 145.

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 , 2019.

Optional redemption

We may, at our option, redeem all, but not less than all, of the senior subordinated notes at any time, at a redemption price equal to 100% of the principal amount of the senior subordinated notes plus accrued and unpaid interest to the redemption date, if for U.S. federal income tax purposes we are not, or would not be, in the opinion of a nationally recognized law firm experienced in such matters, permitted to deduct more than 90% of the interest payable on the senior subordinated notes from our income. Such an opinion may be requested by any of our officers authorized by our board of directors to make such a request.

Except as set forth in the preceding sentence, we may not redeem the senior subordinated notes at our option prior to , 2011. On or after , 2011, 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” beginning on page 146 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” beginning on page 176, 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 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, jointly and severally, 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

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 if IDSs are issued 45 days or more from the closing of this offering, they will be immediately separable, and if IDSs are issued less than 45 days from the closing of this offering, they will be separable on the same date as the IDSs issued hereunder may separate. In addition, we will issue additional

IDSs upon conversion of our participating preferred stock. The indenture governing the senior subordinated notes will provide that, if there is a subsequent issuance of senior subordinated notes having identical terms as the senior subordinated notes represented by the IDSs and the senior subordinated notes being offered separately in this offering but issued with OID, including an issuance upon a conversion of participating preferred stock, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that upon such issuance and upon any issuance of senior subordinated notes thereafter, 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. 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. Any subsequent issuance of IDSs and senior subordinated notes of the same series that results in an automatic exchange of a portion of your senior subordinated notes for a portion of the senior subordinated notes issued in such subsequent issuance, and/or replacement of your IDSs with new IDSs, generally should not impair the rights you would otherwise have to assert a claim under applicable securities laws against us or the underwriters with respect to the full amount of the senior subordinated notes purchased by you, including senior subordinated notes purchased in this offering and senior subordinated notes received by you in an automatic exchange. See “Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID and may be treated as a taxable exchange by you” beginning on page 35.

We will immediately file with the Securities and Exchange Commission (the “SEC”) 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.

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, and with all our trade payables;

•

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 senior subordinated 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;

•

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

•

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

•

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

Acceleration Forbearance Period

Until the earlier of , 2009 and the time when no designated senior indebtedness (including any guarantee of designated senior indebtedness) is outstanding, without in any way limiting the right of holders to exercise any other remedies they may have (including the right to bring suit against the Company for payment of all amounts of principal, premium and interest due and payable), upon the occurrence of an event of default (other than certain bankruptcy defaults), the principal of the senior subordinated notes may not be accelerated for a period of up to 90 days (subject to earlier termination in certain circumstances). See “Description of Senior Subordinated Notes—Acceleration Forbearance Period” beginning on page 150.

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” beginning on page 156.

Listing

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

Representation Letter

None of the senior subordinated notes sold separately from the IDSs in this offering may be purchased, directly or indirectly, by persons who are also (1) purchasing IDSs in this offering or (2) holders of participating preferred stock following the Recapitalization. Furthermore, prior to the closing of this offering, each person purchasing separate senior subordinated notes sold separately from the IDSs in this offering will be asked to make certain representations to us in connection with these restrictions. See “Underwriting” beginning on page 209.

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” beginning on page 26.

SUMMARY UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA

The summary unaudited pro forma condensed consolidated financial data of UAP Holding Corp. gives effect, in the manner described under “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55 and the notes thereto, to the Acquisition and the Transactions, as if they occurred as of February 24, 2003 in the case of the unaudited pro forma statements of operations data and to the Transactions as if they occurred as of May 30, 2004 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” beginning on page 4, “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55, “Selected Historical Financial and Other Data” beginning on page 66, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69, and the historical combined financial statements and the accompanying notes thereto of UAP Holding Corp. included elsewhere in this prospectus.


	Pro Forma
(dollars in thousands)	Fiscal Year Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004			Twelve Months Ended May 30, 2004
Statement of Operations Data:
Net sales	$	2,451,885		$	1,258,489		$	2,636,025
Costs and expenses:
Cost of goods sold		2,108,740			1,122,755			2,299,731
Selling, general and administrative expenses		235,878			82,557			233,920
Corporate allocations—Selling, general and administrative expenses		8,983			—			5,923

Operating income		98,284			53,177			96,451
Interest expense		67,386			18,038			68,371
Finance fee income		(10,773	)		(971	)		(10,035	)

Income from continuing operations before income taxes		41,671			36,110			38,115
Income tax expense		16,612			12,373			13,558

Income from continuing operations	$	25,059		$	23,737		$	24,557

Income Per Share
Common stock:
Basic	$			$			$

Diluted	$			$			$

Participating preferred stock:
Basic	$			$			$

Diluted	$			$			$

Weighted average shares outstanding
Common stock:
Basic

Diluted

Participating preferred stock:
Basic

Diluted


Other Operating Data:
EBITDA (a)	$	125,172		$	58,050		$	122,340
Depreciation and amortization		16,115			3,902			15,854
Capital expenditures		15,320			2,731			10,734
Ratio of earnings to fixed charges (b)		1.52	x		2.69	x		1.47	x


	Pro Forma
(in thousands)	May 30, 2004
Balance Sheet Data:
Working capital	$	169,621
Total assets		1,780,924
Total long-term debt		497,600
Stockholders’ equity (deficit) (c)		(212,295	)

(a)

EBITDA represents net income (loss) before interest expense, finance charges, income taxes, depreciation and amortization. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt, and consider it to be a measure of liquidity. EBITDA, as defined in the indenture, is calculated by adjusting EBITDA for certain items. The adjustments to EBITDA relate to: (1) the add back of losses from discontinued operations, net of taxes, (2) the add back of inventory fair market value adjustments as a result of the Acquisition, (3) the add back of expenses relating to a transition services agreement and (4) the add back/deduction of loss/gain from the sale of certain businesses. We present EBITDA, as defined in the indenture, because a corresponding calculation will be used in the indenture governing the senior subordinated notes. EBITDA is not a measure of financial performance or liquidity under GAAP. Accordingly, 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 our operating performance or liquidity. For example, although we consider EBITDA a liquidity measure, it does not take into account all cash expenditures which may be necessary to grow our business, such as cash expenditures for capital expenditures and acquisitions. Because of covenants in the Amended Credit Facilities and indenture that are based on EBITDA, including our fixed charge coverage ratio covenants, we will have to maintain our EBITDA at certain levels in order to, among other things, pay dividends on our capital stock and to avoid defaults under our Amended Credit Facilities and deferrals of interest payments on the senior subordinated notes. The following table sets forth a calculation of our EBITDA and EBITDA, as defined in the indenture, and certain financial ratios based on EBITDA, as defined, that we believe are useful indicators of our ability to incur and service debt:


(in thousands)	Fiscal Year Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004			Last Twelve Months Ended May 30, 2004
Cash flows provided by operating activities	$	341,799		$	(203,651	)	$	292,939
Interest expense, net of non-cash interest		28,679			12,132			36,411
Net change in operating assets and liabilities		(251,766	)		242,379			(200,183	)
Income tax provision (benefit)		30,857			16,494			26,874
Deferred income tax benefit (provision)		(23,858	)		(9,214	)		(33,072	)
Loss from discontinued operations, net		(4,708	)		—			(2,095	)
Other		(539	)		(90	)		(629	)

EBITDA		120,464			58,050			120,245
Loss from discontinued operations		4,708			—			2,095

Pro forma EBITDA		125,172			58,050			122,340

Inventory Fair Market Value Adjustment (1)		3,673			17,354			21,027
ConAgra Transition Services Agreement Expense (2)		1,875			1,875			3,750
Gain on sale of businesses (3)		(9,181	)		—			(9,181	)

EBITDA, as defined	$	121,539		$	77,279		$	137,936

Financial Ratios:
Ratio of EBITDA, as defined to interest expense								2.02	x
Ratio of EBITDA, as defined to cash interest expense (4)								2.18	x
Ratio of total debt to EBITDA, as defined (5)								4.54	x
Ratio of senior debt to EBITDA, as defined (6)								2.13	x

(1)

Consists of the additional cost of goods sold expense due to the step up to fair market value of certain inventories on hand at November 23, 2003, as a result of the allocation of the purchase price of the Acquisition to inventory.

(2)

Consists of the expensing of the prepaid fee to ConAgra Foods for services performed under the Buyer Transition Services Agreement (as defined below under the caption “Certain Relationships and Related Transactions—Ancillary Agreements—Transition Services Agreements” beginning on page 113) entered into in connection with the Acquisition.

(3)

Consists of gain on the sale of stock of two divisions, both of which occurred in November 2003.

(4)

Cash interest expense represents interest expense less amortization of deferred financing costs. 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:


	Pro Forma
(in thousands)	Fiscal Year Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004			Twelve Months Ended May 30, 2004
Interest expense	$	67,386		$	18,038		$	68,371
Amortization of deferred financing costs		(4,992	)		(1,303	)		(5,048	)

Cash interest expense	$	62,394		$	16,735		$	63,323

(5)

Total debt excludes participating preferred stock.

(6)

Senior debt consists of indebtedness under the Amended Credit Facilities.

(b)

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 interest expense which includes discounts and amortization of financing costs, and the portion of operating rental expense which management believes is representative of the interest component of rent expense.

(c)

In connection with the Recapitalization and Transactions, we expect to incur charges to stockholders’ equity (deficit) related to (i) costs associated with the equity sponsor’s sale of equity securities, (ii) the repurchase of common stock from our equity sponsor and certain members of management, (iii) stock compensation charges associated with modifications to stock and stock options held by certain members of management, (iv) prepayment penalties and write-off of debt issue costs associated with the Tender Offers, and (v) the incremental fair value pertaining to the issuance of the participating preferred stock and options to convert participating preferred stock into IDSs to existing shareholders. These charges have been reflected in the capitalization table appearing under the caption “Capitalization” on page 53, and a reconciliation of these charges is included in note (f) to the pro forma financial statements in “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55.

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following table sets forth our summary historical financial data at the dates and for the periods indicated. We derived the summary historical statement of operations data for the fiscal years ended February 24, 2002, February 23, 2003 and the thirty-nine week period ended November 23, 2003, and balance sheet data at February 23, 2003 of the ConAgra Agricultural Products Business (the “Predecessor”) and the summary historical statement of operations data for the thirteen weeks ended February 22, 2004 and balance sheet data at February 22, 2004 of UAP Holding Corp. from the audited historical financial statements appearing elsewhere in this prospectus. We derived the balance sheet data at February 24, 2002 from the audited historical financial statements of the Predecessor which are not included in this prospectus. We derived the summary historical statement of operations data for the fourteen weeks ended May 30, 2004 and balance sheet data at May 30, 2004 of UAP Holding Corp. from the unaudited financial statements of UAP Holding Corp. appearing elsewhere in this prospectus. We derived the summary historical statement of operations data for the thirteen weeks ended May 25, 2003 from the unaudited financial statements of the Predecessor appearing elsewhere in this prospectus. In the opinion of management, the unaudited 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. The results of operations for any quarter or a partial fiscal year period or for the periods presented for the Predecessor or Successor (as defined below) are not necessarily indicative of the results of operations to be expected for other periods or for the full fiscal year.

Accounting principles generally accepted in the United States of America require our operating results prior to the Acquisition, the periods prior to November 23, 2003, to be reported as the results of the Predecessor in the historical financial statements. Our operating results subsequent to the Acquisition are presented as the “Successor’s” results in the historical financial statements and include the thirteen-week period from November 24, 2003 through February 22, 2004 and the fourteen-week period from February 23, 2004 through May 30, 2004.

The summary historical financial and other data does not give effect to the proposed 49.578-for-1 split of our common stock to be effected prior to the consummation of this offering. In order to effect the stock split, we will obtain the approval of our board of directors and will also obtain the approval of our stockholders to an amendment and restatement of our existing certificate of incorporation in order to increase the authorized number of shares of our common stock. The stock split will become effective upon the filing of the amendment to our certificate of incorporation with the Secretary of State of the State of Delaware. While completion of the necessary steps to effect the stock split has not yet taken place, we believe we will obtain all necessary approvals.

You should read the information contained in this table in conjunction with “—The Transactions” beginning on page 4, “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55, “Selected Historical Financial and Other Data” beginning on page 66, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69 and the historical consolidated and combined financial statements and the accompanying notes thereto of the Successor and Predecessor included elsewhere in this prospectus.


	Combined Predecessor Entity
	ConAgra Agricultural Products Business												Consolidated UAP Holding Corp.
	Fiscal Year Ended						Thirteen Weeks Ended May 25, 2003			Thirty-Nine Weeks Ended November 23, 2003			Thirteen Weeks Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004
	February 24, 2002			February 23, 2003			Thirteen Weeks Ended May 25, 2003			Thirty-Nine Weeks Ended November 23, 2003			Thirteen Weeks Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004
(dollars in thousands)
Statement of Operations Data:
Net sales	$	2,770,192		$	2,526,765		$	1,074,349		$	2,224,107		$	227,778		$	1,258,489
Costs and expenses:
Cost of goods sold		2,428,203			2,166,594			931,764			1,938,010			170,730			1,123,175
Selling, general and administrative expenses		334,626			275,244			82,434			208,670			37,017			82,956
(Gain) loss on sale of assets		606			1,493			—			(10,522	)		(404	)		(819	)
Corporate allocations:
Selling, general and administrative expenses (a)		10,495			10,766			3,060			8,983			—			—
Finance charges (b)		39,526			22,494			4,130			12,209			—			—
Interest expense		5,372			1,927			270			704			4,993			11,161

		2,818,828			2,478,518			1,021,658			2,158,054			212,336			1,216,473
Income (loss) from continuing operations before income taxes		(48,636	)		48,247			52,691			66,053			15,442			42,016
Income tax expense (benefit)		(17,519	)		18,787			20,477			25,068			5,789			16,494

Income (loss) from continuing operations		(31,117	)		29,460			32,214			40,985			9,653			25,522
Loss from discontinued operations, net of tax		(5,919	)		(4,221	)		(2,613	)		(4,708	)		—			—

Net income (loss)	$	(37,036	)	$	25,239		$	29,601		$	36,277		$	9,653		$	25,522

Basic and diluted earnings per share													$	8.04		$	19.60
Other Operating Data:
Depreciation and amortization	$	17,148		$	16,706		$	3,791		$	11,508		$	3,490		$	3,902
EBITDA (d)		20,963			98,552			58,269			93,107			27,357			58,050
Cash paid for interest (e)		5,319			1,980			843			327			860			704
Capital expenditures		13,654			6,417			7,317			8,350			6,970			2,731
Ratio of earnings to fixed charges (c)		—			2.22x			7.80x			3.85x			2.33x			3.72x

	As of February 24, 2002			As of February 23, 2003									As of February 22, 2004			As of May 30, 2004

Balance Sheet Data:
Cash and cash equivalents	$	72,692		$	28,559								$	172,647		$	7,782
Working capital		127,865			455,154									223,953			264,598
Total assets		1,396,155			1,352,025									1,263,963			1,729,502
Total debt		4,464			—									308,570			353,555
Stockholder’s net investment and advances		294,492			587,898									—			—
Stockholder’s equity		—			—									76,788			101,713

(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 2002, the ConAgra Agricultural Products Businesses’ earnings were insufficient to cover fixed charges by $48.6 million.

(d)

EBITDA relate to: (1) the add back of losses from discontinued operations, net of taxes, (2) the add back of inventory fair market value adjustments as a result of the Acquisition, (3) the add back of expenses relating to a transition services agreement and (4) the add back/deduction of loss/gain from the sale of certain businesses. We present EBITDA as defined in the indenture, because a corresponding calculation will be used in the indenture governing the senior subordinated notes. EBITDA is not a measure of financial performance or liquidity under GAAP. Accordingly, 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 our operating performance or liquidity. For example, although we consider EBITDA a liquidity measure, it does not take into account all cash expenditures which may be necessary to grow our business, such as cash expenditures for capital expenditures and acquisitions. Because of covenants in the Amended Credit Facilities and the indenture that are based on EBITDA, including our fixed charge coverage ratio covenants, we will have to maintain our EBITDA at certain levels in order to, among other things, pay dividends on our capital stock and to avoid defaults under our Amended Credit Facilities and deferrals of interest payments on the senior subordinated notes. The following table sets forth a calculation of our EBITDA and EBITDA, as defined in the indenture:


	Combined Predecessor Entity												Consolidated UAP Holding Corp.
	ConAgra Agricultural Products Business												Consolidated UAP Holding Corp.
	Fiscal Year Ended						Thirteen Weeks Ended			Thirty-Nine Weeks Ended			Thirteen Weeks Ended			Fourteen Weeks Ended
	February 24, 2002			February 23, 2003			May 25, 2003			November 23, 2003			February 22, 2004			May 30, 2004
(dollars in thousands)
Cash flows used in (provided by)
Operating activities	$	120,662		$	(266,751	)	$	(154,791	)	$	(104,574	)	$	446,373		$	(203,651	)
Interest expense, net of non-cash interest		58,370			37,820			4,400			20,254			5,486			7,601
Net change in operating assets and liabilities		(140,743	)		315,492			190,796			155,067			(403,894	)		246,910
Income tax provision (benefit)		(17,519	)		18,787			20,477			25,068			5,789			16,494
Deferred income tax benefit (provision)		4,517			(3,821	)		—			—			(23,858	)		(9,214	)
Loss from discontinued operations, net		(5,919	)		(4,221	)		(2,613	)		(4,708	)		—			—
Other		1,595			1,246			—			2,000			(2,539	)		(90	)

EBITDA		20,963			98,552			58,269			93,107			27,357			58,050
Loss from discontinued operations, net		5,919			4,221			2,613			4,708			—			—
Inventory fair market value adjustment(1)		—			—			—			—			3,673			17,354
ConAgra transition services agreement expense(2)		—			—			—			—			1,875			1,875
Gain on sale of businesses(3)		—			—			—			(9,181	)		—			—

EBITDA, as defined	$	26,882		$	102,773		$	60,882		$	88,634		$	32,905		$	77,279

(1)

(2)

Consists of the expensing of the prepaid fee to ConAgra Foods for services performed under the Buyer Transition Services Agreement entered into in connection with the Acquisition.

(3)

Consists of gain on the sale of stock of two divisions, both of which occurred in November, 2003.

(e)


	Pro Forma
(in thousands)	Fiscal Year Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004			Twelve Months Ended May 30, 2004
Interest expense	$	67,386		$	18,038		$	68,371
Amortization of deferred financing costs		(4,992	)		(1,303	)		(5,048	)

Cash interest expense	$	62,394		$	16,735		$	63,323

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 issued separately from the IDSs. 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 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 common stock. Legal and contractual restrictions in the Amended Credit Facilities and other agreements governing current and future indebtedness of UAP Holdings’ subsidiaries, 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 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 common stock.

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

Dividend payments are not mandatory or guaranteed. Our board of directors may, in its discretion, amend or repeal the dividend policy it will 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 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.

There can be no assurance that we will have sufficient cash in the future to pay dividends on our common stock in the intended amounts or at all. In the past, cash flow provided by our operating activities has been highly variable, resulting in negative net cash flow during certain periods. Because of this variability, we may have to rely on cash provided by financing activities in order to fund dividend payments, and such financing may or may not be available. However, if we use working capital or borrowings under our Amended Credit Facilities to fund dividends, we would have less cash available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to expand our business.

In addition, our after-tax cash flow available for dividend and interest payments would be reduced if the senior subordinated notes were treated as equity rather than debt for United States federal income tax purposes. In that event, 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 United States federal income tax purposes. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our United States federal and applicable state income tax liability.

Holders of our participating preferred stock are entitled to receive dividend payments before the holders of our common stock.

Preferred dividends on our participating preferred stock will rank ahead of dividends on our common stock. The holders of our 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 participating preferred stock, quarterly preferred dividends in an amount equal to the product of the liquidation preference of such share multiplied by a per annum dividend rate equal to the per annum interest rate on our senior subordinated notes. 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. Such preferred dividends will accrue whether or not earned or declared (and regardless of whether sufficient funds are legally available therefor) and will be cumulative from the issue date. If we fail to pay all accrued preferred dividends on our participating preferred stock in full, we will be prohibited from paying dividends on our common stock.

In addition, holders of our participating preferred stock will also participate in all dividends declared and paid to holders of our common stock on an “as if” converted basis.

See “Description of Capital Stock—Preferred Stock—Participating Preferred Stock” beginning on page 140.

Our dividend policy may negatively impact our ability to finance capital expenditures or operations.

Upon completion of this offering, our board of directors will adopt a dividend policy under which cash generated by our business in excess of operating needs, interest and current or future principal payments on indebtedness, and capital expenditures sufficient to maintain our properties would in general be distributed as regular quarterly dividends to the holders of our common stock and participating preferred stock rather than retained by us and used to finance growth opportunities. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

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 with respect to eight quarterly payments in the aggregate. After , 2009, subject to certain limitations, interest payments may be deferred, at our option, on no more than four occasions for up to two quarters per occasion; provided that after the end of the first interest deferral period, we may not defer interest on the senior subordinated notes unless and until all previously deferred interest and interest on deferred interest has been paid in full. 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, together with any accrued interest thereon, must be repaid on , 2019. 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 common stock and or participating preferred stock or any payment with respect to vested options to acquire participating preferred 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. Holders of the senior subordinated notes would then 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. 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, and because of the obligation to turn over distributions to holders of senior indebtedness, the holders of the notes may receive less, ratably, than trade payables and other general unsecured indebtedness. Further, in the event of bankruptcy or insolvency, a party in interest may seek to subordinate the senior subordinated notes or the guarantees under principles of equitable subordination or to recharacterize the senior subordinated notes as equity. There can be no assurance as to the outcome of such proceedings. In the event a court subordinates the senior subordinated notes or the guarantees, or recharacterizes the senior subordinated notes as equity, we cannot assure you that you would recover any amounts owed on the senior subordinated notes or the guarantees and you may be required to return any payments made to you within six years before the bankruptcy on account of the senior subordinated notes or the guarantees. In addition, should the court equitably subordinate the senior subordinated notes or the guarantees, or recharacterize the senior subordinated notes as equity, you may not be able to enforce the guarantees.

As of May 30, 2004, on a pro forma basis after giving effect to the Transactions, the senior subordinated notes and the subsidiary guarantees would have ranked junior, on a consolidated basis, to $294.3 million of borrowings under the Amended Credit Facilities. In addition, as of May 30, 2004, on a pro forma basis, we would have had the ability to borrow up to an additional amount of $370.7 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 our 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. During any period in which payments on the senior subordinated notes are prohibited or blocked in this manner, we and the guarantors will be prohibited from making any payments in respect of the senior subordinated notes and the guarantees. In addition, until the earlier of , 2009 and the time when no designated senior indebtedness (including any guaranty of designated senior indebtedness) is outstanding, upon the occurrence of an event of default under the indenture governing the notes (other than certain bankruptcy defaults), the principal of the notes may not be accelerated for a period of up to 90 days (subject to earlier termination in certain circumstances). See “Description of Senior Subordinated Notes—Acceleration Forbearance Period” beginning on page 150.

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 May 30, 2004, on a pro forma basis after giving effect to the Transactions, our non-U.S. subsidiaries had approximately $32.4 million of liabilities, including trade payables. In addition, our non-U.S. subsidiaries can incur up to $20.0 million under the Amended Credit Facilities, subject to aggregate borrowing base availability.

Our substantial indebtedness could restrict our ability to pay interest and principal on the senior subordinated notes, pay dividends with respect to shares of our common stock and impact our financing options and liquidity position.

We have substantial indebtedness. As of May 30, 2004, on a pro forma basis after giving the effect to the Transactions, we would have had $626.9 million of total indebtedness (assuming the over-allotment option is not exercised). The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of the IDSs and our senior subordinated notes, including:

•

it may be more difficult for us to satisfy our obligations under the senior subordinated notes and to the lenders under the Amended Credit Facilities, and to pay dividends on our common stock participating preferred stock;

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

•

we may not be able to refinance our indebtedness on terms acceptable to us or at all;

•

we must use a substantial portion of our cash flow from operations to pay interest and principal on the senior subordinated notes and other indebtedness, which will reduce the funds available to us for other purposes, such as future operations, capital expenditures and/or dividends on our common stock and participating preferred stock;

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we may have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition;

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we may be more vulnerable to economic downturns and adverse development in our business; and

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it may limit our flexibility to plan for and react to changes in our business or strategy.

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 common stock.

Our ability to pay our expenses, principal and interest on the senior subordinated notes and other debt, and dividends on the 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. A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently expect to distribute a significant portion of our remaining cash flow to our stockholders in the form of quarterly dividends.

Our subsidiaries’ operations may not generate sufficient cash flow from operations and future borrowings may not be available under the Amended Credit Facilities in amounts 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 common stock or to fund other liquidity needs, including working capital. We have experienced net losses in the past. 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 sufficient borrowings may not be available to us or our subsidiaries. See “Description of Other Indebtedness” beginning on page 122. 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 may not 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 or we may fail for other reasons. If we are required to pursue other alternatives, the value of the senior subordinated notes and the common stock, and our financial condition, could be significantly adversely affected.

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. For example, the Amended Credit Facilities will provide commitments of up to $665.0 million, $342.9 million of which would have been available for future borrowings as of May 30, 2004, on a pro forma basis after giving effect to the Transactions, subject to the aggregate borrowing base availability and net of $27.8 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.

We may not be able to refinance the Amended Credit Facilities at maturity on favorable terms or at all.

The amended and restated revolving credit facility and the senior secured second lien term loan facility included in the Amended Credit Facilities will mature in full in 2008 and 2011, respectively. We may not be able to renew or refinance the Amended Credit Facilities, or if renewed or refinanced, the renewal or refinancing may occur on less favorable terms. In particular, some of the terms of the senior subordinated notes that may be viewed as favorable to the senior lenders, such as our ability to defer interest and acceleration forbearance periods, become less favorable in 2009, which may materially adversely affect our ability to refinance or renew the Amended Credit Facilities beyond such dates. If we are unable to refinance or renew the Amended Credit Facilities, our failure to repay all amounts due on the maturity date would cause a default under the Amended Credit Facilities. In addition, our interest expense may increase significantly if we refinance the Amended Credit Facilities on terms that are less favorable to us than the terms of the Amended Credit Facilities.

The Amended Credit Facilities will contain significant limitations on distributions and other payments.

The Amended Credit Facilities will restrict our ability to pay interest on the senior subordinated notes and dividends on our common stock based on the achievement of minimum EBITDA levels and minimum cash fixed charge coverage ratios. If the EBITDA levels and cash fixed charge coverage ratio requirements are not satisfied, we will be permitted to defer interest on the senior subordinated notes pursuant to the indenture governing those notes. However, the indenture provides that interest on the senior subordinated notes may not be deferred for more than eight quarters in the aggregate prior to 2009. If we may no longer defer interest on the senior subordinated notes but our EBITDA levels and cash fixed charge coverage ratio continue to fall short of the Amended Credit Facilities’ requirements, we will not be permitted to pay interest on the senior subordinated notes, which would cause a default under the indenture, entitling the holders of the senior subordinated notes to demand payment in full of all amounts outstanding under the senior subordinated notes, subject to an acceleration forbearance period of up to 90 days. The default and the acceleration of the senior subordinated notes under such circumstances would cause a default under the Amended Credit Facilities, and we might not have sufficient funds to repay all amounts outstanding under the Amended Credit Facilities and the senior subordinated notes.

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. If any assets remained after payment of secured indebtedness, they might be insufficient to satisfy your claims fully or at all. See “Description of Other Indebtedness” beginning on page 122.

As of May 30, 2004, on a pro forma basis after giving effect to the Acquisition and the Transactions, we would have had $294.3 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 $342.9 million under the Amended Credit Facilities, which availability is subject to the aggregate borrowing base availability and net of $27.8 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 common stock.

If we or our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments 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:

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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. We could directly or indirectly be prohibited from paying principal, premium, if any, and interest on the senior subordinated notes, and dividends with respect to the common stock, and

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we or our subsidiaries could be forced into bankruptcy or liquidation.

The proceeds of the offering will be used to repurchase a portion of UAP Holdings’ common stock and Series A redeemable preferred stock from UAP Holdings’ existing shareholders and to repurchase all the outstanding notes of UAP Holdings and United Agri Products, which may subject the note holders in this offering to the claim that UAP Holdings did not receive fair consideration for the senior subordinated notes issued in this offering. In the event that we meet any of the financial condition fraudulent transfer tests described below under “—Federal and state laws permit a court to void the senior subordinated notes or the subsidiary guarantees under certain circumstances” at the time of or as a result of this offering, a court could integrate the issuance of our senior subordinated notes with the distribution to our shareholders and the repurchase of the outstanding notes of United Agri Products, and, therefore, conclude that we did not get fair value for the offering viewed as an integrated transaction. In such a case, a court could hold the debt owed to the senior subordinated note holders void, unenforceable or may subordinate it to the claims of other creditors.

The guarantee of our senior subordinated notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for the benefit of UAP Holdings, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or

subordinate these obligations to the subsidiary guarantor’s other debt or take action detrimental to the holders of the senior subordinated notes. If the guarantee of any subsidiary guarantor were voided, our senior subordinated notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

We will be subject to restrictive covenants in our debt agreements that may limit our ability to pursue strategies that may otherwise improve our business.

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:

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incur additional indebtedness;

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

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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;

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make certain investments;

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incur liens;

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make capital expenditures;

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

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

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

These covenants in the Amended Credit Facilities and the indenture governing the senior subordinated notes may 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 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. A court could void the obligations under the senior subordinated notes or the guarantees, further subordinate the senior subordinated notes or the guarantees or take other action detrimental to holders of the senior subordinated notes, if, among other things, at the time the indebtedness was incurred, we or the guarantors:

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

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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:

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

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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

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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. It is not clear what standard a court would use to determine whether or not we or a guarantor were solvent at the relevant time. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

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

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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

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it could not pay its debts as they become due.

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 could be subject to the claim that they were incurred for less than fair consideration.

If we defease the senior subordinated notes, such defeasance may be subject to preferential transfer laws.

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.

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.

The indenture governing the senior subordinated notes and our Amended Credit Facilities will permit us to pay a significant portion of our free cash flow to holders of our common stock, including common stock held as part of IDSs, and participating preferred stock in the form of dividends. Holders of senior subordinated notes held separately from the IDSs may be adversely affected by such provisions because 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 May 30, 2004, on a pro forma basis after giving effect to the Transactions, our total assets included intangible assets in the amount of $50.2 million, representing approximately 2.8% 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.

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 common stock and $8.00 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 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 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. Moreover, if, for U.S. federal income tax purposes, we are, in the opinion of a nationally recognized law firm experienced in such matters, not permitted to deduct from income more than 90% of the interest payable on the senior subordinated notes, we may, at our option, redeem all of the senior subordinated notes. See “Material U.S. Federal Income Tax Consequences” beginning on page 199.

We may have to establish a reserve for contingent tax liabilities in the future, which could adversely affect our ability to make dividend payments on the IDSs.

Even if the IRS does not challenge the tax treatment of the senior subordinated notes, it is possible that as a result of an alteration of facts relied upon at the time of issuance of the senior subordinated notes, we will in the future need to change our anticipated accounting treatment and establish a reserve for contingent tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes. If we were required to maintain such a reserve, our ability to make dividend payments could be materially impaired

and the market for the IDSs, common stock and senior subordinated notes could be adversely affected. In addition, any resulting impact to our financial statements could lead to defaults under the Amended Credit Facilities.

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 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 $65.0 million in incremental deductions from taxable income relating to the redemption or repayment of our outstanding indebtedness. 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 common stock and senior subordinated note represented thereby in proportion to their respective fair market values at the time of purchase. Assuming an initial public offering price of $20.00 per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus, we expect to report the initial fair market value of each share of common stock as $12.00 and the initial fair market value of each of our senior subordinated notes represented by an IDS as $8.00, and by purchasing IDSs, you will agree to be bound by such allocation. 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 OID, 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 could 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 may be treated as a taxable exchange by you.

The indenture governing the senior subordinated notes will provide that, if there is a subsequent issuance of senior subordinated notes having identical terms as the senior subordinated notes represented by the IDSs and the senior subordinated notes being offered separately in this offering but issued with OID, including an issuance upon a conversion of participating preferred stock, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that upon such issuance and upon any issuance of senior subordinated notes thereafter, 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. 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 Consequences” beginning on page 199.

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.

Because of the deferral of interest provisions, our senior subordinated notes may be treated as issued with OID.

Under applicable Treasury regulations, a “remote” contingency that stated interest will not be timely paid will be ignored in determining whether a debt instrument is issued with OID. Although there is no authority directly on point, based on our financial forecasts, we believe that the likelihood of deferral of interest payments on the senior subordinated notes is “remote” within the meaning of the Treasury regulations. Based on the foregoing, although the matter is not free from doubt because of the lack of direct authority, the senior subordinated notes would not be considered issued with OID at the time of their original issuance. If deferral of any payment of interest were determined not to be “remote,” then the senior subordinated notes would be treated as issued with OID at the time of issuance. In such case, all stated interest on the senior subordinated notes would be treated as OID, with the consequence that all holders would be required to include the yield on the senior subordinated notes in income as it is accrued on a constant yield basis, possibly in advance of their receipt of the associated cash and regardless of their method of tax accounting.

Before this offering, there has not been a public market for our IDSs, shares of our common stock or the senior subordinated notes, which may cause the price of the IDSs, shares of our common stock and separate senior subordinated notes to fluctuate substantially and negatively affect the value of your investment.

None of the IDSs, the shares of our 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. An active

trading market for the IDSs, shares of our common stock or the senior subordinated notes sold separately in this offering might not develop in the future, which may cause the price of the IDSs, shares of our common stock or the senior subordinated notes sold separately in this offering to fluctuate substantially, and we currently do not expect that an active trading market for the shares of our common stock will develop until the senior subordinated notes 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 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 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.

In addition, to the extent that a market develops for our common stock or senior subordinated notes, or both, separate from the IDSs, the price of your IDSs may be affected.

The limited liquidity of the trading market for the senior subordinated notes sold separately may adversely affect the trading price of the separate senior subordinated notes.

We are separately selling $40.6 million aggregate principal amount of senior subordinated notes, representing approximately 10.8% of the total outstanding senior subordinated notes (including those senior subordinated notes represented by IDSs and assuming the underwriters exercise their over-allotment option in full). While the senior subordinated notes sold separately are part of the same series of notes as, and are identical to, the senior subordinated notes represented by the IDSs, at the time of the issuance of the separate senior subordinated notes, the senior subordinated notes represented by the IDSs will not be separable for at least 45 days and will not be separately tradeable until separated. As a result, the initial trading market for the senior subordinated notes sold separately will be very limited. After the holders of the IDSs are permitted to separate their IDSs, a sufficient number of holders of IDSs may not separate their IDSs into shares of our common stock and senior subordinated notes so that a sizable and more liquid trading market for the senior subordinated notes not represented by IDSs may not develop or may not develop in a timely manner. Trading markets for debt securities have generally treated debt securities issued in larger aggregate principal amounts more favorably than similar securities issued in smaller aggregate principal amounts because of the increased liquidity created by potentially higher trading volumes associated with larger debt issuances. Because approximately 89.2% of the senior subordinated notes will initially be represented by the IDSs, it is likely that the senior subordinated notes sold separately will not trade at prices reflecting the aggregate principal amount of the combined issuance of senior subordinated notes included in the IDS offering and the separate senior subordinated notes offering. Therefore, a liquid market for the senior subordinated notes sold separately may not develop or may not develop in a timely manner, which may adversely affect the ability of the holders of the separate senior subordinated notes to sell any of their separate senior subordinated notes and the price at which these holders would be able to sell any of the senior subordinated notes sold separately.

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

If 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 common stock or the senior subordinated notes, together with the future conversion of our participating preferred stock into IDSs, may depress the price of the IDSs, shares of our common stock and the senior subordinated notes.

Future sales or the availability for sale of substantial amounts of IDSs or shares of our 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 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 equity sponsor will own 6,403,289 shares of our participating preferred stock (or 928,289 shares of our 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 6,403,289 IDSs (or 928,289 IDSs, if the underwriters’ over-allotment option is exercised in full) after the first anniversary of the closing of the offering. In addition, we will be obligated to use our reasonable best efforts to effect one or more registered offerings of IDSs in order to fund certain repurchases of our participating preferred stock, under certain circumstances, upon the request of holders of our participating preferred stock. Such sales could cause a decline in the market price of the IDSs.

We may issue shares of our 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 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 common stock, senior subordinated notes or other securities in connection with any such acquisitions and investments.

Our amended certificate of incorporation 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 contains 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 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. In addition, our amended certificate of incorporation prohibits stockholders from taking action by written consent.

You will be immediately diluted by $ per share of 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 common stock represented by the IDSs, which exceeds the entire price allocated to each share of common stock represented by the IDSs in this offering, because there will be a net tangible book deficit for each share of common stock outstanding immediately after this offering. Our pro forma net tangible book deficiency as of May 30, 2004, after giving effect to this offering, was approximately $ million, or $ per share of 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 may not 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” beginning on page 152.

Retained ownership by our equity sponsor 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 beneficially own 14.3% of the voting power of UAP Holdings’ capital stock, or 2.1% 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, and the inherent seasonality of the industry we serve could have a material adverse effect on our business. During fiscal 2002, 2003 and 2004, 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. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality” beginning on page 70.

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. See “Management” beginning on page 98.

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 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 we 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. We could also be held liable for natural resource damages.

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. From time to time claims have been made against us for consequences arising out of human exposure to these substances or other damage, including property damages. Currently, four such claims are pending in relation to our Greenville, Mississippi facility. In addition, we may discover currently unknown environmental problems or conditions. 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 may subject us to material expenditures or liabilities in the future.

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. However, the amount of rebates we earn and the nature of our rebate programs are determined by our vendors and are directly related to the performance of our business. 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.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under the headings “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. 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,” beginning on page 1, “Risk Factors” beginning on page 26, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69. 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 risk that the senior subordinated notes will not be treated as debt for U.S. federal income tax purposes;

•

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.

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 May 30, 2004 and 100% of the 8¼% Senior Notes and 10¾% Senior Discount Notes are repurchased in the Tender Offers. See “Prospectus Summary—The Transactions” beginning on page 4. The estimated sources and uses are based on an assumed initial public offering price of $20.00 per IDS (which represents the mid-point of the range set forth on the cover page of this prospectus) and the sale of $40.6 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 on hand	$	7.8
Amended and restated revolving credit facility		87.2
New term loan facility		165.0
IDSs offered hereby(1)		730.0
Senior subordinated notes offered hereby separately from the IDSs		40.6

Total sources	$	1,030.6

Uses	Amount
(in millions)
Repurchase of 8¼% Senior Notes(2)	$	225.0
Repurchase of 10¾% Senior Discount Notes(3)		86.4
Repurchase of Series A Redeemable Preferred Stock(4)		35.4
Proceeds to our existing stockholders(5)		566.6
Transaction fees and expenses(6)		117.2

Total uses	$	1,030.6

(1)

(2)

(3)

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

(5)

Reflects the proceeds to our existing stockholders from (a) the sale of common stock represented by the IDSs offered hereby by our equity sponsor, (b) the repurchase of shares of our outstanding common stock from our equity sponsor pursuant to a recapitalization agreement and (c) cash payments of approximately $13.7 million to certain members of our management in exchange for the cancellation of 20% of their vested common equity, including options that will immediately vest in connection with this offering, pursuant to the management incentive agreement. To the extent the underwriters’ over-allotment option is exercised, we will use all the proceeds from the sale of additional IDSs to repurchase shares of our participating preferred stock from our equity sponsor pursuant to the recapitalization agreement.

(6)	Includes $55.0 million of prepayment penalties related to the repurchase of outstanding indebtedness, $8.4 million of accrued interest, and $53.8 million of fees and expenses related to this offering.

DIVIDEND POLICY AND RESTRICTIONS

General

Upon completion of this offering, our board of directors will adopt a dividend policy which reflects a basic judgment that our stockholders would be better served if we distributed to them any cash available to pay dividends instead of retaining it in our business. Under this policy, cash generated by our business in excess of operating needs, interest and current or future principal payments on indebtedness, and capital expenditures sufficient to maintain our properties would in general be distributed as regular quarterly dividends to the holders of our common stock and participating preferred stock and vested options to acquire participating preferred stock rather than retained by us and used to finance growth opportunities.

However, you may not receive any dividends as a result of the following factors:

•

nothing requires us to pay dividends;

•

while our current dividend policy contemplates the distribution of any cash available to pay dividends, this policy could be modified or revoked at any time;

•

even if our dividend policy were not modified or revoked, the actual amount of dividends distributed under the policy and the decision to make any distribution is entirely at the discretion of our board of directors;

•

the amount of dividends distributed is and will be subject to restrictions under:

—

the indenture governing the senior subordinated notes,

—

the terms of our Amended Credit Facilities,

—

the terms of any other outstanding indebtedness incurred by us after the completion of this offering, and

—

the terms of our amended and restated certificate of incorporation related to dividends on our participating preferred stock;

•

the amount of dividends distributed is subject to state law restrictions;

•

our stockholders have no contractual or other legal right to dividends; and

•

we may not have enough cash to pay dividends due to changes to our operating earnings, working capital requirements and anticipated cash needs.

We currently intend to pay an initial dividend under this policy on February 1, 2005 with respect to the partial quarterly period commencing on the completion of this offering and ending October 15, 2004 and a regular quarterly dividend payment for the period commencing on October 16, 2004 and ending on January 15, 2005 based on a quarterly dividend level of $0.235 per share of common stock and $0.475 per share of participating preferred stock. We currently intend to continue to pay quarterly dividends at this rate for the remainder of the first year following the closing of this offering. In respect of the first year following the closing of this offering, this would be $0.940 per share, or approximately $34.3 million in the aggregate, on the common stock and $1.90 per share, or approximately $17.4 million in the aggregate, on the participating preferred stock. In determining our expected initial dividend levels, we reviewed and analyzed, among other things, our operating and financial performance in recent years, the anticipated cash requirements associated with our new capital structure, our anticipated capital expenditure requirements, our expected other cash needs, the terms of our debt instruments, including our amended and restated revolving credit facility, other potential sources of liquidity and various other aspects of our business.

We have not paid dividends on our capital stock in the past, except for an extraordinary dividend of approximately $52.9 million that we paid to the holders of our common stock with a portion of the proceeds from the 10³/4% Senior Discount Notes. We have no history of paying dividends out of our cash flow.

Minimum EBITDA, As Defined

We do not, as a matter of course, make public projections as to future sales, earnings or other results. However, our management has prepared the estimated financial information set forth above to present the estimated cash available to pay dividends based on the estimated minimum EBITDA, as defined in the indenture governing the senior subordinated notes (which we refer to in this prospectus as “EBITDA, as defined”), that we believe will be needed in order to fund dividends at the levels described above. The accompanying estimated financial information was not prepared with a view toward complying with the Public Company Accounting Oversight Board guidelines with respect to prospective financial information, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates, judgments and beliefs, and presents, to the best of the management’s knowledge and belief, our expected course of action and our expected future financial performance.

Neither our independent registered public accounting firm, nor any other independent registered public accounting firm, has compiled, examined, or performed any procedures with respect to the estimated financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the estimated financial information.

The assumptions and estimates underlying the estimated financial information set forth above are inherently uncertain and, though considered reasonable by our management as of the date of its preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties, which may cause actual results to differ materially from the estimated financial information. See “Risk Factors—Risks Relating to Our Business” beginning on page 39. Accordingly, there can be no assurance that our EBITDA, as defined, for the year following this offering will in fact equal or exceed the minimum level set forth below, and our belief that it will equal or exceed such level is subject to all the aforementioned risks and uncertainties. Without limiting those risks and uncertainties, this belief is subject to the assumption that there will be no material adverse development which impairs customer demand for or pricing of our products, rebate programs offered by our suppliers, government subsidies to our growers and the regulatory environment, other than those developments the occurrence of which during the year following the closing of this offering is reasonably foreseeable at the present time.

We believe that, in order to fund dividends to holders of our common stock and participating preferred common stock at the levels described above from cash generated by our business, our minimum EBITDA, as defined for the year following this offering would need to be at least $112.8 million. As described under “—Assumptions and Considerations” beginning on page 49 below, we believe that our minimum EBITDA, as defined, for the year following the closing of this offering will be at least $112.8 million. We have also determined that if our EBITDA, as defined, for such period were at or above this level, we would be permitted to pay dividends at these levels under the restricted payment covenants in the Amended Credit Facilities (so long as the other conditions contained therein and described below under “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility—Restrictions on Payment of Dividends and Interest on the Notes” beginning on page 127 are met) and the indenture governing our senior subordinated notes. The following table sets forth our calculation that $112.8 million of EBITDA, as defined, would be sufficient to fund dividends at the above levels and would satisfy such restricted payment covenants (so long as the other conditions contained therein and described below are met).


Estimated Cash Available to Pay Dividends Based on Estimated Minimum EBITDA, as Defined	Amount
(dollars in thousands)
Estimated minimum EBITDA, as defined(1)	$	112,776
Less:
Estimated maintenance capital expenditures(2)		6,000
Estimated cash interest expense on senior subordinated notes(3)		39,909
Estimated cash interest expense on Amended Credit Facilities(4)		15,175
Estimated cash income taxes(5)		—

Estimated cash available to pay dividends on our outstanding common stock and participating preferred stock(6)	$	51,692
Estimated fixed charge coverage ratio under the indenture derived from the above(7)		2.0x
Minimum fixed charge coverage ratio under the indenture		1.6x

The following table illustrates, for our fiscal year ended February 22, 2004 and for the twelve months ended May 30, 2004, the amount of excess cash, as defined in the indenture governing the senior subordinated notes, that would have been available for distributions to our stockholders, assuming, in each case, that the offering had been consummated at the beginning of such period, subject to the assumptions described in such table.


Pro Forma Excess Cash, as Defined, for the Year Ended February 22, 2004 and the Twelve Months Ended May 30, 2004
(in thousands)	Fiscal Year Ended February 22, 2004			Twelve Months Ended May 30, 2004
Cash flows provided by operating activities	$	341,799		$	292,939
Interest expense, net of non-cash interest		28,679			36,411
Net change in operating assets and liabilities(8)		(251,766	)		(200,183	)
Income tax provision (benefit)		30,857			26,874
Deferred income tax benefit (provision)(9)		(23,858	)		(33,072	)
Loss from discontinued operations, net		(4,708	)		(2,095	)
Other		(539	)		(629	)

EBITDA(1)		120,484			120,245
Loss from discontinued operations, net		4,708			2,095

Pro forma EBITDA		125,172			122,340
Inventory fair market value adjustment(10)		3,673			21,027
ConAgra transition services agreement expense		1,875			3,750
Gain on sale of businesses		(9,181	)		(9,181	)

EBITDA, as defined(1)		121,539			137,936
Estimated cash interest expense on senior subordinated notes(2)		(39,909	)		(39,909	)
Estimated cash interest expense on Amended Credit Facilities(3)		(15,175	)		(15,175	)
Capital expenditures(2)		(15,300	)		(10,700	)

Excess cash, as defined, that would have been available to pay dividends(11)	$	51,155		$	72,152

(1)

EBITDA, as defined in the indenture governing the senior subordinated notes, which we refer to in this prospectus as “EBITDA, as defined,” is calculated by adjusting EBITDA for certain items. EBITDA represents net income (loss) before interest expense, finance charges, income taxes, depreciation and amortization. The adjustments to EBITDA used to calculate EBITDA, as defined, relate to (a) the add back of losses from discontinued operations, net of taxes, (b) the add back of inventory fair market value adjustments as a result of the Acquisition, (c) the add back of expenses relating to a transition services agreement and (d) the add back/deduction of loss/gain from the sale of certain businesses.

(2)	Our total capital expenditures were approximately $15.3 million for the year ended February 22, 2004 and approximately $10.7 million for the twelve months ended May 30, 2004. Total capital expenditures include growth capital expenditures and maintenance capital expenditures as described below.

Growth capital expenditures include items with a cost in excess of $5,000 that management believes will increase our future cash flow from operations, as evidenced by an analysis showing the expected increase to our cash flow in relation to the expenditures. Growth capital expenditures are intended to support our strategic growth activities or bring about efficiencies in our formulation facilities and

include items such as the addition of new warehouse space, seed equipment, bulk fertilizer and chemical storage, cost reduction projects at our formulation facilities, investments in information technology that generate better buying decisions or improvements in working capital, and the investment in registrations for our proprietary products. Growth capital expenditures are initiated at the discretion of management based on a cost and benefit analysis for each item as it may occur.

Management estimates that growth capital expenditures would have been approximately $9.2 million for the year ended February 22, 2004, $1.5 million in fiscal 2003, $7.0 million in fiscal 2002, and approximately $5.6 million for the twelve months ended May 30, 2004. Growth capital expenditures during these periods were primarily due to the implementation of our new location operating system, a fertilizer capacity expansion, and an investment in a proprietary product line. Growth capital expenditures also include our investments in projects required to separate ourselves from ConAgra Foods. In fiscal 2005, we expect growth capital expenditures to total approximately $12.5 million, which includes approximately $3.7 million of capital expenditures for transition projects to enable our separation from our former parent, ConAgra Foods, approximately $5.3 million for an investment in information systems and approximately $3.5 million in other growth capital expenditures. We expect to fund these amounts with borrowings under our amended and restated revolving credit facility.

Maintenance capital expenditures include all expenditures which meet capitalization requirements under generally accepted accounting principles but which do not meet the definition of growth capital expenditures above. Maintenance capital expenditures tend to support our current operations and the current level of profitability as it relates to our existing location base. Maintenance capital expenditures include items such as refurbishment or replacement of existing distribution or formulating equipment, compliance related projects, computer hardware, and quality improvement projects. Such costs tend to be recurring in nature and are generally incurred after our busy season. On an annual basis, we do not expect maintenance capital expenditures to vary significantly from our estimated amounts. Maintenance capital expenditures are subtracted from EBITDA, as defined, for purposes of determining estimated cash available to pay dividends.

Management estimates that maintenance capital expenditures would have been approximately $6.1 million for the year ended February 22, 2004, $4.9 million in fiscal 2003, $6.6 million in fiscal 2002, and approximately $5.1 million for the twelve months ended May 30, 2004. Maintenance capital expenditures during these periods were primarily due to the types of projects described above.

For a more detailed discussion of our capital expenditures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures” beginning on page 75.

(3)	Reflects our anticipated cash interest expense under our new capital structure. Accordingly, it assumes 12.0% interest on $292.0 million of senior subordinated notes represented by IDSs and $40.6 million of senior subordinated notes not represented by IDSs.

(4)

Reflects our anticipated cash interest expense under our new capital structure. Accordingly, it assumes interest at current rates, estimated to be 5.50% average interest rate payable on $165.0 million outstanding borrowings under the new senior secured second lien term facility, 4.50% interest rate payable on an estimated annual average annual balance of $90.0 million under the amended and restated revolving credit facility, and 0.5% commitment fee payable on the average unused balance of $410.0 million under the amended and restated revolving credit facility. The estimated annual average balance of $90.0 million under our amended and restated revolving credit facility was determined by taking into consideration our historical seasonality and working capital requirements, including scheduled annual amortization payments of $1.65 million on the senior secured second lien term loan facility, total maintenance and growth capital expenditures and estimated dividends on our common stock and preferred stock, in each case, after giving effect to this offering and the new capital structure. As the interest rates on the new senior secured second lien term facility and the amended and restated revolving credit facility are floating and are tied to the level of LIBOR, the actual interest rates and the related interest expense for the year following this offering, with respect to outstanding borrowings under the new senior secured second lien term facility and the amended and restated revolving credit facility may be higher than those assumed in our calculations due to an increase in the LIBOR rate. To hedge against significant upward movements in LIBOR, we intend to enter into an interest rate cap agreement that provides for an upper cap of 2% for the level to which LIBOR might increase, which as a result would cap the maximum interest rate with respect to outstanding borrowings under the new senior secured second lien term loan facility at 5.75%. If LIBOR were to increase to 2% or higher for the entire year following the offering, then the interest expense payable with respect to outstanding borrowings under the new senior secured second lien term facility and the amended and restated revolving credit facility would have been $15.8 million, and the total interest expense would have been $20.5 million.

(5)

We do not expect any cash income taxes during the year following the closing of this offering because of the significant non-recurring expenses incurred in connection with the Transactions. In computing our cash income taxes, as adjusted for the Transactions for this period, we have assumed the following one-time non-recurring incremental deductions from taxable income resulting from the Transactions totaling $65.0 million: (i) $55.0 million in prepayment penalties and transaction fees associated with the Tender Offers and (ii) the write-off of $10.0 million of deferred financing fees associated with the retirement of existing indebtedness. Had we not incurred these non-cash expenses in connection with the Transactions, our income tax expense for the twelve months ended May 30, 2004 would have been approximately $12.6 million. After the first year following the closing of this offering, we expect that we will be required to pay cash income taxes, which will reduce cash available to pay dividends and our ability to pay dividends.

(6)	Reflects the following:


		Dividends
	Number of Shares	Per Share		Aggregate
				(in thousands)
Estimated dividends on our common stock	36,500,000	$	0.9400	$	34,310
Estimated dividends on our participating preferred stock (including options):
Dividends payable based on liquidation preference amount	9,148,290	$	0.9600	$	8,782
Dividends payable based on “as if” converted shares	9,148,290	$	0.9400	$	8,600

Total estimated dividends on our participating preferred stock (including options)	9,148,290	$	1.9000	$	17,382

Estimated dividends on our outstanding capital stock (including options)				$	51,692

(7)

Fixed charge coverage ratio is defined as EBITDA, as defined, divided by cash interest expense. Under the indenture governing the senior subordinated notes, we may not pay dividends on our capital stock if our fixed charge coverage ratio for the four most recent fiscal quarters is less than 1.6 to 1.0.

(8)

This net change in operating assets and liabilities was financed with borrowings under our existing revolving credit facility. The net change in operating assets and liabilities for the year ended February 22, 2004 was a source of cash of $276.2 million, and is due to lower inventory and higher payables since we participated less in early purchasing programs offered by our suppliers. The net change in operating assets and liabilities for the twelve months ended May 30, 2004 is a source of cash of $205.2 million, and reflects lower inventories due to inventory efficiencies and higher payables due to our lower participation in supplier early purchasing programs, offset by higher receivables due to higher sales. For a more detailed discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” beginning on page 73.

(9)	The change in deferred income taxes is based on timing differences associated with the deduction of certain income tax adjustments. These timing differences relate primarily to allowances for bad debt, inventory calculations, and certain accrued expenses.

(10)

In connection with the Acquisition, there was a step up in value of certain inventory in connection with the allocation of the purchase price of the Acquisition. Inventory associated with the step up in value was primarily sold during the fourteen weeks ended May 30, 2004, as such the step up in value of this inventory was recorded as costs of goods sold in the period in which the sales occurred.

(11)

Although following this offering we will incur incremental ongoing expenses associated with being a public company, we believe such incremental expenses on an annual basis (including additional professional services, staffing, printing and other fees and expenses) will be lower than the corporate allocations from our former parent, ConAgra Foods, that are already reflected in our historical financial statements. Corporate allocations from our former parent, ConAgra Foods, were $10.8 million for the fiscal year ended February 22, 2003, $9.0 million for the thirty nine weeks ended November 23, 2003, and $5.9 million for the twelve months ended May 30, 2004.

Following the payment of dividends as contemplated by our dividend policy, we would have had remaining available funds as follows:


	Assuming Full Exercise of the Underwriters’ Over-Allotment Option
(in thousands)	Fiscal Year Ended February 22, 2004			Twelve Months Ended May 30, 2004
Excess cash, as defined, that would have been available to pay dividends	$	51,155		$	72,152
Common stock dividends		(34,310	)		(34,310	)

Cash available to pay participating preferred stock dividends (including options)		16,845			37,842
Participating preferred stock dividends		(17,382	)		(17,382	)

Remaining available funds	$	(537	)	$	20,460

As illustrated by the table above, for the twelve months ended May 30, 2004, on a pro forma basis after giving effect to the Transactions, we would have had sufficient cash available to pay dividends to the holders of our common stock and participating preferred stock at the level set forth above. However, for the fiscal year ended February 22, 2004, on a pro forma basis after giving effect to the Transactions, we would not have had sufficient cash available to pay dividends to the holders of our common stock and participating preferred stock at the maximum level contemplated by our dividend policy. Accordingly, for the fiscal year ended February 22, 2004 we would have had to reduce the aggregate amounts of dividends payable on our common stock and participating preferred stock for such period by approximately $429,600 and $107,400, respectively.

Assumptions and Considerations

Based on a review and analysis conducted by our management and our board, we believe that our minimum EBITDA, as defined, for the year following the closing will be at least $112.8 million, and we have determined that the assumptions as to capital expenditures, cash interest expense, working capital and revolver availability in the above tables are reasonable. We considered numerous factors in making such determination, including the following:

Our EBITDA, as defined, for the twelve-month period ended May 30, 2004 was $137.9 million.

For fiscal years 2004 and 2003, our EBITDA, as defined, was, respectively, $121.5 million and $102.8 million. The improvement in EBITDA, as defined, since fiscal 2003 has been a result of a series of initiatives taken since current management joined in the middle of fiscal year 2002. The initiatives taken to improve the overall profitability of the business included rationalizing headcount, locations, customers, and product lines. Accordingly, we believe that our EBITDA, as defined, for fiscal 2003 is not indicative of our EBITDA, as defined, for the year following the closing of the offering as the complete impact of those management initiatives was not realized by us until fiscal 2004. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69.

As a result of seasonality of our sales, we experience significant fluctuations in working capital. Since 2002 we have taken steps to reduce working capital. These steps have included better inventory payable management, centralized purchasing and SKU reduction programs. We will continue to seek to reduce working capital.

For fiscal years 2004, 2003 and 2002, and for the twelve months ended May 30, 2004, we incurred $6.1 million, $4.9 million, $6.6 million and $5.1 million, respectively, in capital expenditures that we believe constituted maintenance capital expenditures. While the timing of maintenance capital expenditures may vary from quarter to quarter, we do not expect that maintenance capital expenditures will vary significantly on an annual basis.

For fiscal years 2004, 2003 and 2002 and for the twelve months ended May 30, 2004, we incurred $9.2 million, $1.5 million, $7.0 million and $5.6 million, respectively, in capital expenditures that we believe constituted growth capital expenditures. In fiscal 2005, we expect growth capital expenditures to total approximately $12.5 million, which includes approximately $3.7 million of capital expenditures for transition projects to enable our separation from our former parent, ConAgra Foods, approximately $5.3 million for an investment in information systems and $3.5 million in other growth capital expenditures. We expect to fund these amounts with borrowings under our amended and restated revolving credit facility. Growth capital expenditures are initiated at the discretion of management based on a cost and benefit analysis for each item as it may occur.

Average annual draws on the amended and restated revolving credit facility under the new capital structure would have been approximately $150.0 million on a pro forma basis for fiscal 2005. However, we anticipate that the average annual balance for the twelve months following the offering would be approximately $90.0 million, as a result of steps taken to reduce working capital, such as better inventory payable management, centralized purchasing and SKU reduction programs, and the fact that we do not expect to pay any cash income taxes during the year following the closing of this offering due to significant non-recurring expenses incurred in connection with the Transactions.

If our EBITDA, as defined, for the first year were to fall below the $112.8 million level (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of borrowings under our amended and restated revolving credit facility to finance our working capital needs were to prove incorrect), we would need to either reduce or eliminate dividends or, to the extent we were permitted to do so under the indenture governing the senior subordinated notes and the Amended Credit Facilities, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business. Additionally, the $500.0 million amended and restated revolving credit facility will mature in 2008, the new $165.0 million senior secured second lien term facility will mature in 2011 and the senior subordinated

notes will mature in 2019. If we are unable to refinance any such indebtedness prior to its stated maturity, we would be required to use cash to repay such indebtedness, and although our dividend policy takes into account retaining cash to fund payments on indebtedness, we may not have sufficient cash available to us at that time. See “Risk Factors—Risks Relating to the IDSs, the Shares of Common Stock and Senior Subordinated Notes—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 common stock” beginning on page 29. Even if we do have sufficient cash, such repayment would significantly decrease the amount of cash, if any, available to pay dividends.

Under our amended certificate of incorporation the holders of outstanding shares of participating preferred stocks 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 participating preferred stock, quarterly preferred dividends in an amount equal to the product of:

the liquidation preference of such share multiplied by

a per annum dividend rate equal to the per annum interest rate on the senior subordinated notes.

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. Such preferred dividends will accrue whether or not earned or declared (and regardless of whether sufficient funds are legally available therefor), will be cumulative from the issue date and will rank prior to dividend rights with respect to our common stock and any other class of our capital stock. No preferred dividends may be declared by our board of directors or paid by us to the extent that such declaration or payment shall be restricted or prohibited by law or to the extent that at the time of such payment, we are restricted or prohibited, for any reason, from paying interest on the senior subordinated notes. The holders of participating preferred stock will also participate in all dividends declared and paid to holders of our common stock on an “as if” converted basis.

Our and our customers’ businesses are seasonal, based upon the planting, growing and harvesting cycles. During fiscal 2003 and 2004, 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. Because of this, we may have to borrow under our amended and restated revolving credit facility to finance seasonal and periodic variations. We anticipate that during some periods of the year when our working capital is at peak usage, we will use borrowings under the amended and restated revolving credit facility to pay quarterly dividends even if our annual EBITDA, as defined, were to equal or exceed $112.8 million. The estimated financial information set forth above reflects the additional interest expense that would be incurred as a result of such borrowings under the amended and restated revolving credit facility.

As noted above, we have estimated our initial dividend level and our minimum EBITDA, as defined, only for the twelve-month period following the closing of this offering. Moreover, there can be no assurance that during or following such period we will pay dividends at the levels estimated above, or at all. Dividend payments are within the absolute discretion of our board of directors and will be dependent upon many factors and future developments that could differ materially from our current expectations. Indeed, over time our capital and other cash needs will invariably be subject to uncertainties which could impact the level of any dividends we pay in the future. Interest on our Amended Credit Facilities is variable and our interest expense could well be higher. We may not be able to renew or refinance the Amended Credit Facilities, or if renewed or refinanced, the renewal or refinancing may occur on less favorable terms, which may materially adversely affect our ability to pay dividends. In particular, some of the terms of the senior subordinated notes that may be viewed as favorable to the senior lenders, such as our ability to defer interest and acceleration forbearance periods, become less favorable in 2009, which may materially adversely affect our ability to refinance or renew our Amended Credit Facilities beyond such dates. If we are unable to refinance or renew our Amended Credit Facilities, our failure to repay all amounts due on the maturity date would cause a default under the Amended Credit Facilities. In

addition, our interest expense may increase significantly if we refinance our Amended Credit Facilities on terms that are less favorable to us than the terms of our Amended Credit Facilities.

The senior subordinated notes will mature in 2019, and we may not be able to refinance the senior subordinated notes when they become due. If we are unable to refinance the senior subordinated notes, our failure to repay all amounts due on the maturity date would cause a default under the indenture governing the senior subordinated notes. Even if we were able to refinance the senior subordinated notes, the refinancing may occur on terms that are less favorable to us, which would materially adversely affect our results of operations and our ability to pay dividends.

In addition, to the extent we finance capital expenditures with indebtedness, we will begin to incur incremental debt service obligations. Our intended policy to distribute rather than retain cash available to pay dividends is based upon our assessment of our financial performance, our cash needs and our investment opportunities. If these factors were to change based on, for example, competitive or technological developments (which could increase our need for capital expenditures), or new investment opportunities, we would need to reassess that policy. Our board is free to depart from or change our dividend policy at any time and could do so, for example, if it were to determine that we had insufficient cash to take advantage of growth opportunities. Although management currently has no specific plans to increase capital spending to materially expand our business, management will evaluate growth opportunities as they arise and may pursue opportunities that it believes would result in net increases to our cash available for distribution.

Restrictions on Payment of Dividends

Under Delaware law, we can only pay dividends either out of “surplus” or out of current or the immediately preceding year’s earnings. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value. While we will have a stockholders’ deficit following the consummation of the Transactions, we do not anticipate that we will have, and in prior years we would not have had, sufficient earnings to pay dividends at the levels described above and therefore expect that we will pay dividends out of surplus. Although we believe we will have sufficient surplus to pay dividends at the anticipated levels during the first year following this offering, our board will seek periodically to assure itself of this before actually declaring any dividends.

The indenture governing our senior subordinated notes will restrict our ability to declare and pay dividends on our capital stock as follows:

•

We may not pay dividends on our capital stock, including the common stock and the participating preferred stock, or make payments with respect to vested options to acquire participating preferred stock at any time that a default or event of default has occurred and is continuing under such indenture.

•

The aggregate amount of dividends on our common stock and our participating preferred stock (to the extent such dividends on the participating preferred stock do not have a preference over dividends on the common stock) and payments with respect to vested options to acquire participating preferred stock (to the extent such payments corresponded to dividends on the participating preferred stock that do not have a preference over dividends on the common stock) in any fiscal quarter may not exceed 100% of our excess cash, as defined (which is EBITDA, as defined, minus the sum of cash interest expense, income tax expense and certain capital expenditures), 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; provided that if our fixed charge coverage ratio is less than 1.6 to 1.0, we may not declare or pay dividends on our common stock or our participating preferred stock (to the extent such dividends on the participating preferred stock do not have a preference over dividends on the common stock) or make payments with respect to vested options to acquire participating preferred stock (to the extent such payments corresponded to dividends on the

participating preferred stock that do not have a preference over dividends on the common stock) other than dividends and payments in an aggregate amount after the date of the indenture not to exceed $10.0 million.

•

We may not pay any dividends on our common stock and the participating preferred stock or make payments with respect to vested options to acquire participating preferred stock 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.

In addition, the indenture will contain a provision allowing us to make up to $25.0 million of restricted payments generally, which we could use to pay dividends.

See “Description of Senior Subordinated Notes” beginning on page 145 for a more complete description of the dividend restrictions described above.

The Amended Credit Facilities will also restrict our ability to pay interest on the senior subordinated notes and to declare and pay dividends on our capital stock as set forth below.

The new second lien term loan facility will permit us to pay interest on the senior subordinated notes based on:

•

there not being an event of default under such facility;

•

there not being a payment blockage period under the indenture governing our senior subordinated notes; and

•

the achievement of specified minimum EBITDA levels and minimum cash fixed charge coverage ratios (as set forth under “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility” beginning on page 125).

The new second lien term loan facility will permit us to pay dividends on our capital stock based on:

•

there not being an event of default under such facility;

•

our ability to pay interest on the senior subordinated notes pursuant to the tests set forth above;

•

there not being any outstanding, unpaid interest on the senior subordinated notes; and

•

the achievement of specified minimum EBITDA levels and minimum pro forma cash fixed charge-dividends coverage ratios (as set forth under “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility” beginning on page 125).

The amended and restated revolving credit facility will contain substantially similar restrictions on our ability to pay interest on the senior subordinated notes and dividends on our capital stock. In addition, the amended and restated revolving credit facility will not permit us to pay interest on the senior subordinated notes and dividends on our capital stock unless we are able to borrow at least $40.0 million under such facility and there is no event of default under such facility.

Based on estimated minimum EBITDA, as defined, of $112.8 million, we should meet the financial ratio and other requirements under the Amended Credit Facilities to pay dividends on our capital stock for the 12 months following the date of this offering (so long as the other conditions described under “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility—Restrictions on Payment of Dividends and Interest on the Notes” beginning on page 127 are met). Notwithstanding the foregoing, the Amended Credit Facilities permit us to make other restricted payments, including payments of interest on our senior subordinated notes and dividends on our capital stock, through the general basket in such facility.

See “Description of Other Indebtedness—The Amended and Restated Revolving Credit Facility” beginning on page 122 and “Description of Other Indebtedness—Senior Secured Second Lien Term Loan Facility” beginning on page 125 for a more complete description of these interest and dividend restrictions.

Under our amended and restated certificate of incorporation, we will not be permitted to pay dividends on our common stock unless and until all required dividends are paid to the holders of our outstanding participating preferred stock. See “Description of Capital Stock” beginning on page 138.

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of May 30, 2004 of UAP Holdings (i) on an actual basis and (ii) on a pro forma basis giving effect to 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” beginning on page 4, “Use of Proceeds” beginning on page 43, “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69, and the unaudited historical condensed consolidated financial statements and the accompanying notes thereto appearing elsewhere in this prospectus.


	As of May 30, 2004
	Actual			Pro Forma for the Transactions
(in millions)
Cash and cash equivalents	$	7.8		$	—

Debt:
Revolving credit facility (1)	$	42.1		$	129.3
Term loan facility		—			165.0
8¹/4% senior notes		225.0			—
10³/4% senior discount notes		86.4			—
Separate % senior subordinated notes due 2019 (2)		—			40.6
IDS % senior subordinated notes due 2019		—			292.0

Total debt		353.5			626.9

Series A redeemable preferred stock		35.4			—
Participating preferred stock (3)		—			57.2
Stockholders’ equity (deficit):
Participating preferred stock		—			7.2
Common stock		—			—
Additional paid-in capital		67.1			—
Retained earnings (deficit)		35.2			(208.3	)
Unearned compensation expense		—			(10.6	)
Accumulated other comprehensive loss		(0.6	)		(0.6	)

Total stockholders’ equity (deficit)		101.7			(212.3	)

Total capitalization (4)	$	490.6		$	483.3

⁽¹⁾	On June 10, 2004, we used $60.0 million of borrowings under the revolving credit facility to satisfy in full the amount due to ConAgra Foods as a result of the Acquisition. Such payment is not included in the pro forma financial information included in this prospectus.

⁽²⁾	Represents senior subordinated notes sold separately from IDSs.

⁽³⁾

Following the first anniversary of the closing of this offering and subject to satisfaction of the Conversion Conditions, each share of 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 common stock. Accordingly, a portion of the participating preferred stock that is convertible into senior subordinated notes has been classified as mezzanine equity. See “Description of Capital Stock—Participating Preferred Stock” beginning on page 140.

⁽⁴⁾

In connection with the Recapitalization and Transactions, we expect to incur charges to stockholders’ equity (deficit) related to (i) costs associated with the equity sponsor’s sale of equity securities, (ii) the repurchase of common stock from our equity sponsor and certain members of management, (iii) stock compensation charges associated with modifications to stock and stock options held by certain members of management, (iv) prepayment penalties and write-off of debt issue costs associated with the Tender Offers, and (v) the incremental fair value pertaining to the issuance of the participating preferred stock and options to convert participating preferred stock into IDSs to existing shareholders. These charges have been reflected in the capitalization table above, and a reconciliation of these charges is included in note (f) to the pro forma financial statements in “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55.

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 common stock exceeds the net tangible book value or deficiency per share of our common stock after the offering. Net tangible book value or deficiency per share of our 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 our 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 participating preferred stock to be issued in connection with this offering has been converted into IDSs.

Our net tangible book value as of May 30, 2004 was approximately $50.0 million, or $0.74 per share of common stock. After giving effect to the proposed stock split, 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 May 30, 2004 would have been approximately $ million, or $ per share of common stock. This represents an immediate increase in net tangible book value of $ per share of our common stock to our existing stockholders and an immediate dilution of $ per share of our common stock to new investors purchasing common stock represented by the IDSs in this offering.

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


		Per Share of Common Stock
Assumed initial public offering price of common stock represented by IDSs		$
Dilution attributable to cash paid to existing investors in exchange for shares of stock
Dilution attributable to participating preferred stock issued to existing investors in exchange for shares of stock
Dilution attributable to vesting of managements options as a result of the transaction
Dilution attributable to offering costs, debt prepayment penalties and write off of debt issue costs
Increase in net tangible book value per share attributable to new investors
Pro forma as adjusted net tangible book deficiency after this offering

Dilution in net tangible book value per share to new investors		$

The following table sets forth on a pro forma basis as of May 30, 2004, assuming no exercise of the underwriters’ over-allotment option:

•

the total number of shares of our 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 participating preferred stock (including shares underlying vested options) 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 common stock paid by our existing stockholders (cash and stock) and to be paid by new investors purchasing common stock in this offering:


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

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

We derived the unaudited pro forma condensed consolidated financial data set forth below by the application of the pro forma adjustments to the historical consolidated financial statements of UAP Holding Corp. appearing elsewhere in this prospectus.

The unaudited pro forma condensed consolidated balance sheet as of May 30, 2004 gives effect to the Recapitalization and Transactions as if they had occurred on such date. The unaudited pro forma condensed consolidated statements of earnings for the fiscal year ended February 22, 2004, the fourteen weeks ended May 30, 2004 and the twelve months ended May 30, 2004 give effect to the Acquisition, the Recapitalization and the Transactions as if they occurred as of February 24, 2003. The unaudited pro forma condensed consolidated financial data do not purport to represent what our results of operations or financial position would have been if the Acquisition, the Recapitalization 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 consolidated 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 unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated statements of earnings 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) prepayment penalties associated with the repayment of our 8¹/4% Senior Notes and 10³/4% Senior Discount Notes of $55.0 million, (ii) write-off of deferred finance fees of $14.3 million associated with the 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering, (iii) transaction fees and expenses associated with this offering and the tender offers of $53.8 million, (iv) costs associated with the equity sponsors’ sale of equity securities of $15.6 million on an after tax basis, and (v) non-cash compensation expense of approximately $42.6 million after-tax associated with causing our outstanding stock options to become exercisable for participating preferred stock. You should read our unaudited pro forma condensed consolidated financial statements and the accompanying notes in conjunction with the historical consolidated financial statements and the accompanying notes thereto of UAP Holding Corp. other financial information contained in “Capitalization” beginning on page 53 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of May 30, 2004


	UAP Holding Corp.			Adjustment for the Recapitalization			Adjustment for the Transactions (k)			Pro Forma for the Transactions
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	7,782		$	—		$	(7,782	)(b)		—
Receivables, net		896,057			—			—			896,057
Inventories		594,079			—			—			594,079
Deferred income taxes		4,566			5,609	(c)		27,205	(c)		37,380
Other current assets		42,732			—			—			42,732

Total current assets		1,545,216			5,609			19,423			1,570,248
Property, plant and equipment, net		97,165			—			—			97,165
Goodwill		43,466			—			—			43,466
Intangible assets, net		6,705			—			—			6,705
Deferred income taxes		6,605			12,102	(c)		—			18,707
Debt issue costs		21,607			—			14,288	(d)		35,895
Other assets		8,738			—			—			8,738

	$	1,729,502		$	17,711		$	33,711		$	1,780,924


LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Amended and restated revolving credit facility	$	42,123		$	—		$	87,218	(b)	$	129,341
Accounts payable		996,143			—			—			996,143
Other accrued liabilities		233,643			—			41,500	(b)(e)		275,143
Deferred income taxes		8,709			—			(8,709	)(c)		—

Total current liabilities		1,280,618			—			120,009			1,400,627
Long-term debt:
8¼% Senior Notes due 2011		225,000			—			(225,000	)(b)		—
10¾% Senior Discount Notes due 2012		86,432			—			(86,432	)(b)		—
Term loan		—			—			165,000	(b)		165,000
IDS notes		—			—			292,000	(b)		292,000
Senior subordinated notes		—			—			40,600	(b)		40,600
Series A redeemable preferred stock		35,379			—			(35,379	)(b)		—
Deferred income taxes		264			—			—			264
Other noncurrent liabilities		96			31,847	(p)		—			31,943

Participating preferred stock		—			—			57,235	(f)		57,235

Stockholder’s equity (deficit):
Participating preferred stock		—			7,226	(f)		—			7,226
Common stock		1			43	(f)		(7	)(f)		37
Additional paid-in capital		67,139			18,163	(f)		(85,302	)(f)		—
Retained earnings (deficit)		35,175			(28,897	)(f)		(209,013	)(f)		(202,735	)
Unearned compensation expense		—			(10,671	)(f)		—			(10,671	)
Accumulated other comprehensive loss		(602	)		—	(f)		—			(602	)

		101,713			(14,136	)		(294,322	)(f)		(206,745	)

	$	1,729,502		$	17,711		$	33,711		$	1,780,924

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

Fiscal Year Ended February 22, 2004


	UAP Holding Corp. Thirteen Weeks Ended February 22, 2004			ConAgra Agricultural Products Business Thirty-Nine Weeks Ended November 23, 2003			Adjustments for the Acquisition			Pro Forma for the Acquisition			Adjustments for the Transactions (k)			Pro Forma for the Acquisition and the Transactions
(in thousands, except per share amounts)
Net sales	$	227,778		$	2,224,107		$	—		$	2,451,885		$	—		$	2,451,885
Costs and expenses:
Cost of goods sold		170,730			1,938,010			—			2,108,740			—			2,108,740
Selling, general and administrative expenses		36,613			198,148			1,117	(g)		235,878			—			235,878
Corporate allocations—Selling, general and administrative expenses		—			8,983			—			8,983			—			8,983

Income from operations		20,435			78,966			(1,117	)		98,284			—			98,284
Corporate allocations—Finance charges		—			19,550			(19,550	)(h)		—			—			—
Finance fee income		(3,432	)		(7,341	)		—			(10,773	)		—			(10,773	)
Interest expense		7,376			704			30,635	(h)		38,715			28,671	(l)		67,386
Dividends on Series A redeemable preferred stock		1,049			—			1,690	(i)		2,739			(2,739	)(m)		—

Income (loss) from continuing operations before income taxes		15,442			66,053			(13,892	)		67,603			(25,932	)		41,671
Income tax expense (benefit)		5,789			25,068			(2,706	)(j)		28,151			(11,539	)(j)		16,612

Income (loss) from continuing operations		9,653			40,985			(11,186	)		39,452			(14,393	)		25,059
Accretion of participating preferred stock		—			—			—			—			(6,868	)(n)		(6,868	)
Dividends on participating preferred stock		—			—			—			—			(6,144	)(o)		(6,144	)

Income (loss) available for common stockholders	$	9,653		$	40,985		$	(11,186	)	$	39,452		$	(27,405	)	$	12,047

Income per share
Common stock:
Basic																$

Diluted																$

Participating preferred stock:
Basic																$

Diluted																$

Weighted average shares outstanding(q)
Common stock:
Basic

Diluted

Participating preferred stock:
Basic

Diluted

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

Fourteen Weeks Ended May 30, 2004


	UAP Holding Corp. Fourteen Weeks Ended May 30, 2004			Adjustments for the Transactions (k)			Pro Forma for the Transactions
(in thousands, except per share amounts)
Net sales	$	1,258,489		$	—		$	1,258,489
Costs and expenses:
Cost of goods sold		1,122,755			—			1,122,755
Selling, general and administrative expenses		82,557			—			82,557

Income from operations		53,177			—			53,177
Finance fee income		(971	)		—			(971	)
Interest expense		11,373			6,665	(l)		18,038
Dividends on Series A redeemable preferred stock		759			(759	)(m)		—

Income from continuing operations before income taxes		42,016			(5,906	)		36,110
Income tax expense		16,494			(4,121	)(j)		12,373

Income from continuing operations		25,522			(1,785	)		23,737
Accretion of participating preferred stock		—			(1,772	)(n)		(1,772	)
Dividends on participating preferred stock		—			(1,654	)(o)		(1,654	)

Income (loss) available for common stockholders	$	25,522		$	(5,211	)	$	20,311

Income per share
Common stock:
Basic							$

Diluted							$

Participating preferred stock:
Basic							$

Diluted							$

Weighted average shares outstanding(q)
Common stock:
Basic

Diluted

Participating preferred stock:
Basic

Diluted

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

Twelve Months Ended May 30, 2004


	UAP Holding Corp. Twenty-Seven Weeks Ended May 30, 2004 (r)			ConAgra Agricultural Products Business Twenty-Six Weeks Ended November 23, 2003 (s)			Adjustments for the Acquisition			Pro Forma for the Acquisition			Adjustments for the Transactions (k)			Pro Forma for the Acquisition and the Transactions
(in thousands, except per share amounts)
Net sales	$	1,486,267		$	1,149,758		$	—		$	2,636,025		$	—		$	2,636,025
Costs and expenses:
Cost of goods sold		1,293,485			1,006,246			—			2,299,731			—			2,299,731
Selling, general and administrative expenses		119,170			114,005			745	(g)		233,920			—			233,920
Corporate allocations—Selling, general and administrative expenses		—			5,923			—			5,923			—			5,923

Income from operations		73,612			23,584			(745	)		96,451			—			96,451
Corporate allocations—Finance charges		—			15,420			(15,420	)(h)		—			—			—
Finance fee income		(4,403	)		(5,632	)		—			(10,035	)		—			(10,035	)
Interest expense		18,749			434			20,344	(h)		39,527			28,844	(l)		68,371
Dividends on Series A redeemable preferred stock		1,808			—			1,343	(i)		3,151			(3,151	)(m)		—

Income (loss) from continuing operations before income taxes		57,458			13,362			(7,012	)		63,808			(25,693	)		38,115
Income tax expense (benefit)		22,283			4,591			(980	)(j)		25,894			(12,336	)(j)		13,558

Income (loss) from continuing operations		35,175			8,771			(6,032	)		37,914			(13,357	)		24,557
Accretion of participating preferred stock		—			—			—			—			(7,000	)(n)		(7,000	)
Dividends on participating preferred stock		—			—			—			—			(6,262	)(o)		(6,262	)

Income (loss) available for common stockholders	$	35,175		$	8,771		$	(6,032	)	$	37,914		$	(26,619	)	$	11,295

Income Per Share
Common stock:
Basic																$

Diluted																$

Participating preferred stock:
Basic																$

Diluted																$

Weighted average shares outstanding(q)
Common stock:
Basic

Diluted

Participating preferred stock:
Basic

Diluted

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 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)	Amounts represent use of cash and additional borrowings to repay the 8¹/4% Senior Notes, the 10³/4% Senior Discount Notes and the Series A redeemable preferred stock and the fair value of the proceeds from this Offering as follows:


Transaction cash inflows:			Transaction cash outflows:
Cash and cash equivalents		7,782	Repay 8¹/4% Senior Notes due 2011	$	225,000
Amended and restated revolving credit facility		87,218	Repay 10³/4% Senior Discount Notes due 2012		86,432
Term Loan		165,000	Redeem Series A redeemable preferred stock		35,379
IDS senior subordinated notes		292,000	Repurchase equity sponsor and management common equity		128,584
Subordinated notes		40,600	Prepayment penalties associated with repayment of 8¹/4% Senior Notes and 10³/4% Senior Discount Notes		55,000
			Repay accrued interest		8,405
			Transaction fees and expenses		53,800

	$	592,600		$	592,600

(c)	Amount represents adjustment to deferred income taxes as follows:


Impact on taxes of write-off of $14.3 million of deferred finance fees associated with 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering	$	5,444
Impact on taxes of $55.0 million of prepayment penalties associated with 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering		20,900
Impact on taxes of $25.2 million of costs associated with the equity sponsor’s sale of equity securities		9,570
Impact on taxes of stock compensation charge		17,711

		53,625
Less: reduction in deferred income tax liability		(8,709	)

	$	44,916


Adjustment to current deferred income taxes of $32.8 million and long-term deferred income taxes of $12.1 million.

(d)	Amount represents adjustment to debt issue costs as follows:


Write-off of deferred finance fees associated with 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering	$	(14,326	)
Debt issue costs associated with this offering		28,614

	$	14,288

(e)

Amount represents the reduction of $8.4 million of accrued interest to be repaid upon the consummation of the Transactions and the $49.9 million fair value of the option to convert the participating preferred stock to IDSs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policy—Accounting Treatment for Participating Preferred Stock” beginning on page 79.

(f)	The following table represents the changes to temporary equity and stockholder’s equity (deficit) as a result of this Transaction:


	Temporary Equity- Participating preferred stock		Participating preferred stock		Common stock			Additional paid-in capital			Retained earnings (deficit)			Unearned compensation			Accumulated other comprehensive loss			Total
UAP Holding Corp.	$	—	$	—	$	1		$	61,589		$	35,175		$	—		$	(602	)	$	96,163
49.578 for 1 stock split		—		—		49			(49	)		—			—			—			—
Adjustment for the Recapitalization:
Stock compensation charge (i)		—		—		—			25,432			(28,897	)		(10,671	)		—			(14,136	)
Issuance of participating preferred stock in exchange for 6,403,289 shares of common stock, $0.001 par value, of our equity sponsor, at historical cost		—		7,226		(6	)		(7,220	)		—			—			—			—

Adjustment for the Recapitalization		—		7,226		43			18,163			(28,897	)		(10,671	)		—			(14,136	)
Adjustment for the Transactions:
Repurchase of 9,571,666 of common stock, $0.001 par value, from our equity sponsor		—		—		(6	)		(79,752	)		(35,102	)		—			—			(114,860	)
Repurchase 1,143,750 shares of common stock, $0.001 par value, from management		—		—		(1	)		—			(13,724	)		—			—			(13,725	)
Costs associated with equity sponsor’s sale of equity securities, net of tax		—		—		—			—			(15,615	)		—			—			(15,615	)
Write-off of deferred finance fees associated with 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering, net of tax		—		—		—			—			(8,882	)		—			—			(8,882	)
Prepayment penalties of $55.0 million associated with 8¹/4% Senior Notes and 10³/4% Senior Discount Notes to be repaid in connection with this offering, net of tax		—		—		—			—			(34,100	)		—			—			(34,100	)
Fair value of option (recorded in other accrued liabilities) to convert participating preferred stock to IDSs (iii)		—		—		—			—			(49,905	)		—			—			(49,905	)
Fair value of participating preferred stock classified as temporary equity (ii)		57,235		—		—			—			(57,235	)		—			—			(57,235	)

Adjustment for the Transactions		57,235		—		(7	)		(79,752	)		(214,563	)		—			—			(294,322	)

	$	57,235	$	7,226	$	37		$	—		$	(208,285	)	$	(10,671	)	$	(602	)	$	(212,295	)

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL DATA—(Continued)

(dollars in columns in thousands)

(i)

The following is a summary of the stock compensation charges we expect as a result of the Transactions:


	Additional paid-in capital		Retained earnings (deficit)			Unearned compensation
Issuance of shares of participating preferred stock to the rabbi trust in exchange for shares of common stock currently held in the rabbi trust and related adjustment to other noncurrent liabilities, net of taxes	$	—	$	(19,745	)	$	—
Exchange of vested common stock options held by management for participating preferred stock options, net of taxes		14,761		(9,152	)		—
Unearned compensation expense in connection with the exchange of unvested common stock options held by management for participating preferred stock options		10,671		—			(10,671	)

Adjustment for recapitalization		25,432		(28,897	)		(10,671	)

Compensation expense associated with repurchase of management stock options		—		(13,724	)		—

Total stock compensation adjustments	$	25,432	$	(42,621	)	$	(10,671	)

(ii)

Each share of participating preferred stock may be converted into one IDS following the first anniversary of this offering. Accordingly, a portion of the participating preferred stock will be classified as temporary equity in the amount equal to the present value of the senior subordinated note’s par amount that the holder will be entitled to receive upon the earliest possible date of exchange using a discount rate equal to the interest rate on the senior subordinated notes, see “Accounting for Participating Preferred Stock” beginning on page 79.


Participating Preferred Stock—Debt Par Amount	$	66,540
Present value of the debt par amount of the participating preferred stock based on a discount rate of 12% and expected conversion dates of one year and two years based on provisions included as part of the offering	$	57,235

(iii)

The participating preferred stock includes a right to exchange the participating preferred stock for a fixed number of IDSs. Such a right is an embedded derivative which requires bifurcation. The derivative will be recorded at fair value, as a liability, at issuance with the offsetting amount as a distribution to the holders of the participating preferred stock. The fair value of the embedded derivative was estimated at $6 per share, see “Accounting for Participating Preferred Stock” beginning on page 79.

(g)	Represents amortization of intangible assets resulting from the Acquisition.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL DATA—(Continued)

(dollars in columns in thousands)

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL DATA—(Continued)

(dollars in columns in thousands)

(h)	Represents elimination of the corporate allocation finance charge previously allocated by ConAgra Foods and adjustments to interest expense as follows:


	Fiscal Year Ended February 22, 2004		Fourteen Weeks Ended May 30, 2004		Twelve Months Ended May 30, 2004
Interest on new borrowings:
Amended and restated revolving credit facility (4.25% adjustable rate) (1)	$	7,413	$	—	$	4,942
8¼% Senior Notes		13,922		—		9,281
10¾% Senior Discount Notes		6,770		—		4,434
Amortization of deferred financing costs		2,530		—		1,687

	$	30,635	$	—	$	20,344

(1)

Represents the interest on the average outstanding balance of the amount drawn on the credit facility at LIBOR plus 275 basis points plus the 0.5% commitment fee on the unused portion of the amended and restated credit facility.

(i)	Represents adjustments to reflect the 8% dividend on the outstanding portion of the Series A redeemable preferred stock.

(j)	Represents the tax effect of the pro forma adjustments at an estimated 38% effective tax rate. The dividends on the Series A redeemable preferred stock have not been tax effected as they are not tax deductible.

(k)

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 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 common stock. Accordingly, a portion of the participating preferred stock that is convertible into senior subordinated notes has been classified as mezzanine equity. See “Description of Capital Stock—Participating Preferred Stock” beginning on page 140.

(l)	Represents adjustments to interest expense as follows:


	Fiscal Year Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004			Twelve Months Ended May 30, 2004
Interest on new borrowings:
Amended and restated credit facility	$	3,271		$	881		$	3,334
Term loan		9,075			2,443			9,250
IDS notes		35,040			9,434			35,714
Senior subordinated notes		4,872			1,312			4,965
Amortization of deferred finance costs		2,861			770			2,916

Elimination of interest in connection with notes to be repaid in connection with this offering
8¼% Senior Notes		(17,390	)		(2,861	)		(15,610	)
10¾% Senior Discount Notes		(7,850	)		(4,937	)		(10,451	)
Amortization of deferred finance costs		(1,208	)		(377	)		(1,274	)

	$	28,671		$	6,665		$	28,844

Interest rates utilized to calculate pro forma interest expense are estimated based on rates disclosed in the registration statement. A 1% change in interest rates will affect annual interest expense by $1.5 million.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL DATA—(Continued)

(dollars in columns in thousands)

(m)	Represents the elimination of dividends on Series A redeemable preferred stock.

(n)

Amount represents the accretion in the value of the portion of the participating preferred stock classified as temporary equity. The amount initially classified as temporary equity is equal to the present value of the senior subordinated note’s par value that the holder will be entitled to receive upon the earliest possible date of exchange using a discount rate equal to the interest rate on the senior subordinated notes.

(o)	Amount represents the 12% dividend representing the per annum interest rate on the senior subordinated notes on the liquidation preference portion of the stated outstanding principal amount of the participating preferred stock which represents 40% on an as-converted basis.

(p)	Amount represents adjustment to fair value of $31.8 million related to the adjustment of participating preferred stock held in the rabbi trust in exchange for shares of common stock currently held in such trust and the related stock compensation charge.

(q)	Outstanding shares have been affected by the assumed 49.578-for-1 stock split.

(r)	The following table sets forth the results of UAP Holding Corp. that comprise the twenty-seven weeks ended May 30, 2004:


	UAP Holding Corp. Thirteen Weeks Ended February 22, 2004			UAP Holding Corp. Fourteen Weeks Ended May 30, 2004			UAP Holding Corp. Twenty-Seven Weeks Ended May 30, 2004
Net sales	$	227,778		$	1,258,489		$	1,486,267
Costs and expenses:
Costs and goods sold		170,730			1,122,755			1,293,485
Selling, general and administrative expenses		36,613			82,557			119,170

Income from operations		20,435			53,177			73,612
Finance fee income		(3,432	)		(971	)		(4,403	)
Interest expense		7,376			11,373			18,749
Dividends on Series A redeemable preferred stock		1,049			759			1,808


Income (loss) from continuing operations before income taxes		15,442			42,016			57,458
Income tax expense (benefit)		5,789			16,494			22,283

Income (loss) from continuing operations	$	9,653		$	25,522		$	35,175

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL DATA—(Continued)

(dollars in columns in thousands)

(s)	The following table sets forth the results of the ConAgra Agricultural Products Business that comprise the twenty-six weeks ended November 23, 2003:


	ConAgra Agricultural Products Business Thirty-Nine Weeks Ended November 23, 2003			ConAgra Agricultural Products Business Less: Thirteen Weeks Ended May 25, 2003			ConAgra Agricultural Products Business Twenty-Six Weeks Ended November 23, 2003
Net sales	$	2,224,107		$	(1,074,349	)	$	1,149,758
Costs and expenses
Cost of goods sold		1,938,010			(931,764	)		1,006,246
Selling, general and administrative expenses		198,148			(84,143	)		114,005

Corporate allocations:
Selling, general and administrative expenses		8,983			(3,060	)		5,923

Income from operations		78,966			(55,382	)		23,584

Corporate allocations:
Finance charges		19,550			(4,130	)		15,420
Finance fee income		(7,341	)		1,709			(5,632	)
Interest expense		704			(270	)		434


Income (loss) from continuing operations before income taxes		66,053			(52,691	)		13,362
Income tax expense (benefit)		25,068			(20,477	)		4,591

Income (loss) from continuing operations	$	40,985		$	(32,214	)	$	8,771

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The following table sets forth our selected historical financial data at the dates and for the periods indicated. We derived the selected historical statement of operations data for the fiscal years ended February 24, 2002, February 23, 2003 and the thirty-nine week period ended November 23, 2003, and balance sheet data at February 23, 2003 of the ConAgra Agricultural Products Business (the “Predecessor”) and the selected historical statement of operations data for the thirteen weeks ended February 22, 2004 and balance sheet data at February 22, 2004 of UAP Holding Corp. from the audited historical financial statements appearing elsewhere in this prospectus. We derived the selected historical statement of operations data for the fiscal year ended February 25, 2001 and balance sheet data at February 24, 2002 from audited historical financial statements of the Predecessor which are not included in this prospectus. We derived the selected historical statement of operations data for the fiscal year ended February 27, 2000, and balance sheet data at February 27, 2000 and February 25, 2001 from the unaudited historical financial statements of the Predecessor which are not included in this prospectus. We derived the summary historical statement of operations data for the fourteen weeks ended May 30, 2004 and balance sheet data at May 30, 2004 of UAP Holding Corp. from the unaudited financial statements of UAP Holding Corp. appearing elsewhere in this prospectus. We derived the summary historical statement of operations data for the thirteen weeks ended May 25, 2003 and balance sheet data at May 25, 2003 from the unaudited financial statements of the Predecessor appearing elsewhere in this prospectus. In the opinion of management, the unaudited 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. The results of operations for any quarter or a partial fiscal year period or for the periods presented for the Predecessor or Successor are not necessarily indicative of the results of operations to be expected for other periods or for the full fiscal year.

Accounting principles generally accepted in the United States of America require our operating results prior to the Acquisition, the periods prior to November 23, 2003, to be reported as the results of the ConAgra Agricultural Products Business (the “Predecessor”) in the historical financial statements. Our operating results subsequent to the Acquisition are presented as the “Successor’s” results in the historical financial statements and include the thirteen-week period from November 24, 2003 through February 22, 2004 and the fourteen-week period from February 23, 2004 through May 30, 2004.

You should read the information contained in this table in conjunction with “—The Transactions” beginning on page 4, “Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 55, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 69 and the historical consolidated and combined financial statements and the accompanying notes thereto of the Successor and Predecessor included elsewhere in this prospectus.


	Combined Predecessor Entity ConAgra Agricultural Products Business																		Consolidated UAP Holding Corp.
	Fiscal Year Ended												Thirteen Weeks Ended			Thirty-Nine Weeks Ended			Consolidated UAP Holding Corp.
	February 27, 2000			February 25, 2001			February 24, 2002			February 23, 2003			May 25, 2003			November 23, 2003			Thirteen Weeks Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004
(dollars in thousands)
Statement of Operations Data:
Net sales	$	2,247,305		$	2,771,625		$	2,770,192		$	2,526,765		$	1,074,349		$	2,224,107		$	227,778		$	1,258,489
Costs and expenses:
Cost of goods sold		1,841,622			2,401,078			2,428,203			2,166,594			931,764			1,938,010			170,730			1,123,175
Selling, general and administrative expenses		274,117			294,699			334,626			275,244			82,434			208,670			37,017			82,956
Restructuring charge		5,051			—			—			—			—			—			—			—
(Gain) loss on sale of assets		(305	)		(323	)		606			1,493			—			(10,522	)		(404	)		(819	)
Corporate allocations:
Selling, general and administrative expenses (a)		9,811			10,947			10,495			10,766			3,060			8,983			—			—
Finance charges (b)		40,929			57,475			39,526			22,494			4,130			12,209			—			—
Interest expense		4,207			4,875			5,372			1,927			270			704			4,993			11,161

		2,175,432			2,768,751			2,818,828			2,478,518			1,021,658			2,158,054			212,336			1,216,473
Income (loss) from continuing operations before income taxes		71,873			2,874			(48,636	)		48,247			52,691			66,053			15,442			42,016
Income tax expense (benefit)		27,166			962			(17,519	)		18,787			20,477			25,068			5,789			16,494

Income (loss) from continuing operations		44,707			1,912			(31,117	)		29,460			32,214			40,985			9,653			25,522
Loss from discontinued operations, net of tax		(10,170	)		(14,443	)		(5,919	)		(4,221	)		(2,613	)		(4,708	)		—			—

Net income (loss)	$	34,537		$	(12,531	)	$	(37,036	)	$	25,239		$	29,601		$	36,277		$	9,653		$	25,522

Balance Sheet Data:
Cash and cash equivalents	$	113,880		$	146,335		$	72,692		$	28,559								$	172,647		$	7,782
Working capital		243,828			363,131			127,865			455,154									223,953			264,598
Total assets		1,469,136			1,820,573			1,396,155			1,352,025									1,263,963			1,729,502
Total debt		3,355			3,861			4,464			—									308,570			353,555
Stockholder’s net investment and advances		407,856			530,735			294,492			587,898									—			—
Stockholder’s equity		—			—			—			—									71,238			96,163
Other Operating Data:
EBITDA (c)	$	142,792		$	86,658		$	20,963		$	98,552		$	58,269		$	93,107		$	27,357		$	58,050
Depreciation and amortization		13,220			14,951			17,148			16,706			3,791			11,508			3,490			3,902
Cash flows (used in) provided by operating activities		36,797			(3,059	)		120,662			(266,751	)		(154,791	)		(104,574	)		446,373			(203,651	)
Cash flows (used in) provided by financing activities		29,138			48,970			(181,482	)		226,652			134,704			69,503			(659,650	)		42,123
Cash flows (used in) provided by investing activities		(21,422	)		(13,456	)		(12,823	)		(4,034	)		(8,472	)		6,512			385,924			(2,731	)
Ratio of earnings to fixed charges (d)		2.17x			1.04x			—			2.22x			7.80x			3.85x			2.33x			3.72x

(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)

expenses relating to a transition services agreement and (4) the add back/deduction of gain/loss from the sale of certain businesses. We present EBITDA as defined in the indenture, because a corresponding calculation will be used in the indenture governing the senior subordinated notes. EBITDA is not a measure of financial performance or liquidity under GAAP. Accordingly, 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 our operating performance or liquidity. For example, although we consider EBITDA a liquidity measure, it does not take into account all cash expenditures which may be necessary to grow our business, such as cash expenditures for acquisitions and capital expenditures. Because of covenants in the Amended Credit Facilities and the indenture that are based on EBITDA, including our fixed charge coverage ratio covenants, we will have to maintain our EBITDA at certain levels in order to, among other things, pay dividends on our capital stock and to avoid defaults under our Amended Credit Facilities and deferrals of interest payments on the senior subordinated notes. The following table sets forth a calculation of our EBITDA and EBITDA, as defined in the indenture:


	Combined Predecessor Entity																		Consolidated UAP Holding Corp.
	ConAgra Agricultural Products Business																		Consolidated UAP Holding Corp.
	Fiscal Year Ended												Thirteen Weeks Ended May 25, 2003			Thirty-Nine Weeks Ended November 23, 2003			Thirteen Weeks Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004
	February 27, 2000			February 25, 2001			February 24, 2002			February 23, 2003			Thirteen Weeks Ended May 25, 2003			Thirty-Nine Weeks Ended November 23, 2003			Thirteen Weeks Ended February 22, 2004			Fourteen Weeks Ended May 30, 2004
(in thousands)

Cash flows used in (provided by) Operating Activities	$	36,797		$	(3,059	)	$	120,662		$	(266,751	)	$	(154,791	)	$	(104,574	)	$	446,373		$	(203,651	)
Interest Expense, net of non-cash interest		67,869			83,276			58,370			37,820			4,400			20,254			5,486			7,601
Net change in operating assets and liabilities		18,370			27,702			(140,743	)		315,492			190,796			155,067			(403,894	)		246,910
Income tax provision (benefit)		27,166			962			(17,519	)		18,787			20,477			25,068			5,789			16,494
Deferred income tax benefit (provision)		2,565			(8,169	)		4,517			(3,821	)		—			—			(23,858	)		(9,214	)
Loss from discontinued operations, net		(10,170	)		(14,443	)		(5,919	)		(4,221	)		(2,613	)		(4,708	)		—			—
Other		195			389			1,595			1,246			—			2,000			(2,539	)		(90	)

EBITDA		142,792			86,658			20,963			98,552			58,269			93,107			27,357			58,050
Loss from discontinued operations, net		10,170			14,443			5,919			4,221			2,613			4,708			—			—
Inventory fair market value adjustment(1)		—			—			—			—			—			—			3,673			17,354
ConAgra transition services agreement expense(2)		—			—			—			—			—			—			1,875			1,875
Gain on sale of businesses(3)		—			—			—			—			—			(9,181	)		—			—

EBITDA as defined	$	152,962		$	101,101		$	26,882		$	102,773		$	60,882		$	88,634		$	32,905		$	77,279

(1)

Consists of the added cost of goods sold expense due to the step up to fair market value of certain inventories on hand at November 23, 2003, as a result of the allocation of the purchase price of the Acquisition to inventory.

(2)

Consists of the expensing of the prepaid fee to ConAgra Foods for services performed under a transition services agreement entered into in connection with the Acquisition.

(3)

Consists of gain on the sale of two divisions, both of which occurred in November 2003.

(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 interest expense which includes discounts and amortization of financing costs and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense. For fiscal 2002, the ConAgra Agricultural Products 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” beginning on page 110. 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 businesses not acquired are reflected as discontinued operations within the ConAgra Agricultural Products Business financial statements.

The following

UAP 27 INC S-1/A