UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July 28~~August 16, 2005

~~American~~AMERICAN ~~Seafoods~~SEAFOODS ~~Group~~GROUP LLC

(Exact name of registrant as specified in its charter)


Delaware	333-90436	22-3702647
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Market Place Tower, 2025 First Avenue


Market Place Tower, 2025 First Avenue, Suite 1200, Seattle, Washington		98121
(Address of principal executive offices)		(Zip Code)

~~Suite~~Registrant’s telephone ~~1200 Seattle~~number, ~~Washington~~including ~~98121~~area code: 206-374-1515

~~(Address of principal executive office)~~ N.A.

(~~206)~~Former ~~374-1515~~name or former address, if changed since last report)

~~(Registrant’s~~Check ~~telephone~~the ~~number~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

~~ITEM~~ Section 5~~.02.~~ ~~Departure~~— ofCorporate ~~Directors~~Governance orand ~~Principal~~Management ~~Officers; Election of Directors; Appointment of Principal Officers.~~

OnItem ~~July 28, 2005, William Tisher notified the Company of his resignation as a director of ASC Management, Inc~~5.02 ~~(“the~~Departure ~~Company”), the managing general partner~~ of ~~American~~Directors ~~Seafoods,~~or ~~L.P.,~~Principal ~~the~~Officers; ~~registrant’s~~Election ~~ultimate parent. Mr. Tisher served on the Company’s Board~~ of Directors; asAppointment ~~a designee~~ of ~~Coastal Villages~~Principal ~~Region Fund, which has nominated Robert C~~Officers. Williams as Mr. Tisher’s successor. The registrant anticipates that Mr. Williams will be appointed to the Company’s Board of Directors at its next regularly scheduled meeting, which is currently scheduled for August 16, 2005.

~~SIGNATURES~~(d)

~~Pursuant~~On toAugust 16, 2005, the ~~requirements~~Board of Directors of ASC Management, Inc. (the ~~Securities~~“Board”), ~~Exchange~~the ~~Act~~managing general partner of ~~1934~~the registrant’s ultimate parent American Seafoods, L.P. (“ASLP”), appointed Robert C. Williams to the ~~Company~~Board, ~~has~~effective ~~duly~~as ~~caused~~of ~~this~~such ~~report~~date. Mr. Williams was nominated by Coastal Villages Region Fund (“CVRF”) to bereplace ~~signed~~its previous director designee, William Tisher, who notified the Board of his resignation on ~~its~~July 28, ~~behalf~~2005. byCVRF has the right to designate a director to the Board pursuant to that certain Securityholders Agreement, dated January 28, 2000, as amended, between ~~undersigned~~CVRF ~~hereunto~~and ~~duly~~other ~~authorized~~holders of ASLP ownership units. CVRF is the beneficial owner of approximately 35.4% of the outstanding ASLP ownership units. Mr. Williams is employed by CVRF as its Deputy Executive Director and as such may be deemed to beneficially own and share the power to vote or dispose of the ASLP units beneficially owned by CVRF. Mr. Williams disclaims beneficial ownership of such units.

	American Seafoods Group LLC
Dated: August 1, 2005	By:	/s/ Brad Bodenman
		Brad Bodenman
		Chief Financial Officer

The registrant’s wholly-owned subsidiary, American Seafoods Company (“ASC”), is party to an agreement with CVRF pursuant to which CVRF has granted ASC a license to harvest and process the entire portion of the total allowable catch allocated to it under the Alaska Community Development Quota program, as described in the registrant’s Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 31, 2005, under “Certain Relationships and Related Transactions — Agreement Relating to Coastal Villages.”

Mr. Williams is not expected to be appointed to any committees of the Board and will not be compensated.

SIGNATURE

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


	American Seafoods Group LLC

Dated: August 19, 2005	By:	/s/ Brad Bodenman
		Brad Bodenman
		Chief Financial Officer

Filing Compare · AMERICAN SEAFOODS GROUP LLC