8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                    May 4, 2005

Premium Standard Farms, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of Incorporation)

333-64180	43-1755411
(Commission File Number)	(I.R.S. Employer Identification No.)
805 Pennsylvania Avenue, Suite 200, Kansas City, Missouri	64105
(Address of principal executive offices)	(Zip Code)

(816) 472-7675

(Registrant’s telephone number, including area code)

PSF Group Holdings, Inc.

(Former name or former address, if changed since last report)

Item 1.01 Entry Into a Material Definitive Agreement

     On April 6, 2005, Premium Standard Farms, Inc. (the “Company”) commenced a fixed spread tender offer and consent solicitation (the “Tender Offer”) for up to all of the Company’s outstanding $175 million 9 1/4% Senior Notes due 2011 (the “Existing Notes”). The Tender Offer expired on May 5, 2005, and payment for the notes purchased was made on May 9, 2005. On May 4, 2005, the Company determined to terminate its proposed private offering of $125,000,000 principal amount of Senior Notes due 2015. In order to purchase that portion of the Existing Notes pursuant to the Tender Offer, the Company determined to borrow additional funds under its revolving credit facility and use available cash. The Company intends to create a new bank term credit facility, under which it would borrow $125 million for ten years with the majority of these loans being due at the end of this ten-year period. The Company does not have a commitment for this facility at this time. The Company and its agent bank have started the syndication process with the intent to procure commitments and close the new term loan within approximately 60 days. These new term loans will be secured, along with the loans under our existing credit agreement, by liens on substantially all of the Company’s assets. The Company has entered into a $125 million swap agreement as of May 9, 2005 which will convert the interest on these loans to an effective fixed interest rate of approximately 5.9%. The Company contemplates that the proceeds of the term loans would be used to reduce borrowings under the existing credit agreement and, in such event, that the aggregate commitment under the existing credit facility would be reduced back to $175 million.

     Accordingly, on May 4, 2005, Premium Standard Farms, Inc. (“Premium”), Premium Standard Farms of North Carolina, Inc. (“PSF-NC”), the wholly owned subsidiary of Premium, Lundy International, Inc. (“Lundy International”), the wholly owned subsidiary of PSF-NC, and LPC Transport, Inc. (“LPC”), the wholly owned subsidiary of Premium (Premium, PSF-NC, Lundy International and LPC are collectively referred to as the “Borrower”), entered into a Second Amendment to Amended and Restated Loan and Security Agreement (the “Second Amendment”) with U.S. Bank National Association, as a Lender and Agent for certain financial institutions (in such capacity, the “Agent”). The Second Amendment amends the Amended and Restated Loan and Security Agreement (the “Loan Agreement”), dated as of April 9, 2004, by and among the foregoing parties.

     On May 9, 2005, the Borrowers entered into a Third Amendment to the Loan Agreement (the “Third Amendment”).

     Pursuant to the Second Amendment and the Third Amendment, loan commitments under the revolving credit facility were increased from $175 million to $220 million. The release of Lender’s liens on real property in Texas and North Carolina and their security interests in equipment in Texas and North Carolina, provided for in the First Amendment to the Agreement, will be held in abeyance until the earlier of such time as the release is re-approved by the lenders under the Agreement, or the loan commitments under the revolving credit facility return to $175 million or less. In addition, the minimum working capital requirement for the end of our second fiscal quarter has been reduced from $75 million to $20 million.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     See Item 1.01 (Entry Into Material Definitive Agreement) of this Current Report on Form 8-K which is incorporated herein by reference.

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Item 8.01

     On May 6, 2005, the Company announced that its Tender Offer for any and all of its $175 million aggregate principal amount of the Existing Notes expired at 12:00 midnight, New York City time, on Thursday, May 5, 2005. As of the expiration time, $173,000,000 aggregate principal amount of Existing Notes had been validly tendered and not withdrawn, which represented approximately 98.86% of the outstanding aggregate principal amount of the Existing Notes. The Company also announced that it has accepted for payment all Existing Notes validly tendered and not validly withdrawn prior to the expiration time. The Company will make payment on all Existing Notes validly tendered and not validly withdrawn prior to the expiration time through existing borrowings under its revolving credit facility and available cash, but not through the issuance of new senior notes. A copy of the Press Release issued by the Company regarding the expiration of the Tender Offer is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits. The following exhibit is filed herewith:

10.1	Second Amendment to Amended and Restated Loan and Security Agreement, by and among the Borrowers and the Agent.
10.2	Third Amendment to Amended and Restated Loan and Security Agreement, by and among the Borrowers and the Agent.
99.1	Press Release issued May 6, 2005

SIGNATURES

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

	PSF GROUP HOLDINGS, INC.
Date: May 9, 2005	By:	/s/ Stephen A. Lightstone
		Stephen A. Lightstone,
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     This Second Amendment (this “Amendment”) is dated as of May 4, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a Lender and in its capacity as Agent for the Lenders (in such capacity, the “Agent”).

RECITALS

     Capitalized terms used and not defined in this Amendment shall have the meanings given to such terms in the Loan Agreement, as amended by this Amendment. Borrower has requested that the Line of Credit Loan Commitments be increased from $175,000,000 to $200,000,000 for six months and U.S. Bank has agreed to increase its Line of Credit Loan Commitment from $45,000,000 to $70,000,000 for six months to cover this requested increase. In accordance with Sections 10.31(b) and (c) of the Loan Agreement, this Amendment will be effective by execution and delivery by Borrower and by U.S. Bank as a Lender and as the Agent. The new Note and other Financing Agreements required by the Agent are as set forth herein. The Borrower and the Agent agree that Collateral Release shall be held in abeyance as set forth herein.

     NOW THEREFORE, in consideration of the foregoing and of the terms and conditions contained in the Loan Agreement and this Amendment, and of any loans or extensions of credit or other financial accommodations heretofore, now or hereafter made to or for the benefit of Borrower by the Agent and the Lenders, Borrower and U.S. Bank, as a Lender and as the Agent, agree as follows:

     1. Amended Defined Term. Section 1.1 of the Loan Agreement, Definitions, shall be amended to amend the following definition, which shall read in full as follows:

     “Line of Credit Loan Commitment” shall mean as to any Lender (i) from May 4, 2005 through November 4, 2005, such Lender’s Pro Rata Percentage of $200,000,000, and (ii) after November 4, 2005, such Lender’s Pro Rata Percentage of $175,000,000, in each case as set forth opposite such Lender’s name under the heading “Loan Commitments” on Schedule A-2, subject to Assignment and Acceptance in accordance with Section 10.23, as such amount may be reduced or terminated from time to time pursuant to Sections 2.3(c), 2.8 or 9.1, and as such

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amount may be increased from time to time pursuant to Section 10.31(b); and "Line of Credit Loan Commitments” shall mean collectively, the Line of Credit Loan Commitments for all the Lenders.

     2. Collateral Release in Abeyance. The Borrower and the Agent agree that Collateral Release approved by the Lenders as set forth in the First Amendment to Amended and Restated Loan and Security Agreement dated as of April 20, 2005, shall be held in abeyance until the earlier of such time as the Collateral Release is re-approved by the Lenders in accordance with the terms of the Loan Agreement, or the Line of Credit Loan Commitments are $175,000,000 or less.

     3. General Representations and Warranties. To induce U.S. Bank, as a Lender and as the Agent, to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders that (a) the factual information taken as a whole in the materials furnished by or on behalf of the Borrower to the Agent or any Lender for purposes of or in connection with this Amendment, does not contain any untrue statement of a material fact or omit to state any material fact necessary to keep the statements contained therein from being misleading as of the date of this Amendment, and (b) except as described in this Amendment, a previous amendment of the Loan Agreement or as previously disclosed in writing to the Agent by the submission of a Compliance Certificate or otherwise, each and every representation and warranty set forth in the Loan Agreement is true and correct as of the date hereof, and shall be deemed remade by the Borrower as of the date hereof.

     4. Conditions; Documentation. This Amendment shall be effective upon the execution and/or delivery to the Agent by the Borrower of the following: (i) this Amendment; (ii) a Supplement to the Agent’s Letter; and (iii) a Note payable to U.S. Bank in the face amount of $70,000,000. After the date of this Amendment the Agent may, in its discretion, require the Borrower to execute and deliver amendments to the existing Deeds of Trust referred to in Section 5.1 of the Loan Agreement together with commitments for endorsements to the corresponding Title Insurance Policies.

     5. Incorporation of Loan Agreement. The parties agree that this Amendment shall be an integral part of the Loan Agreement, that all of the terms set forth therein are incorporated in this Amendment by reference, and that all terms of this Amendment are incorporated therein as of the date of this Amendment. All of the terms and conditions of the Loan Agreement, which are not modified in this Amendment, shall remain in full force and effect. To the extent the terms of this Amendment conflict with the terms of the Loan Agreement, the terms of this Amendment shall control.

     6. Counterparts & Facsimile. This document may be executed in several counterparts, each of which shall be construed together as one original. Facsimile signatures on this document shall be considered as original signatures.

{The rest of this page is intentionally left blank – Signature pages follow}

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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

		PREMIUM STANDARD FARMS, INC.,
		a Delaware corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		LUNDY INTERNATIONAL, INC., a
		North Carolina corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		PREMIUM STANDARD FARMS OF
		NORTH CAROLINA, INC., a Delaware
		corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		LPC TRANSPORT, INC., a Delaware
		corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		U.S. BANK NATIONAL
		ASSOCIATION, as Agent and as a
		Lender
		950 17th Street, Suite 350
		Denver, Colorado 80202
		By:	/s/ Alan V. Schuler
		Its:	Senior Vice President

{Signature Page to Second Amendment to Amended and Restated Loan and Security Agreement Dated as of May 4, 2005}

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Schedule A-2 to
Loan and Security Agreement

Lenders’ Commitments

Line of Credit Loan Commitments

From May 4, 2005 through November 4, 2005:

Name of Lender	Pro Rata Percentage			Maximum $
U.S. Bank National Association		35.000000000	%	$	70,000,000
Farm Credit Services of Missouri, PCA		14.375000000	%	$	28,750,000
Farm Credit Services of America, FLCA		14.375000000	%	$	28,750,000
Harris Trust and Savings Bank		14.375000000	%	$	28,750,000
Rabobank International		14.375000000	%	$	28,750,000
First National Bank of Omaha		7.500000000	%	$	15,000,000
TOTAL:		100	%	$	200,000,000

After November 4, 2005:

Name of Lender	Pro Rata Percentage			Maximum $
U.S. Bank National Association		25.714285713	%	$	45,000,000
Farm Credit Services of Missouri, PCA		16.428571429	%	$	28,750,000
Farm Credit Services of America, FLCA		16.428571429	%	$	28,750,000
Harris Trust and Savings Bank		16.428571429	%	$	28,750,000
Rabobank International		16.428571429	%	$	28,750,000
First National Bank of Omaha		8.571428571	%	$	15,000,000
TOTAL:		100	%	$	175,000,000

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EX-10.2

THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     This Third Amendment (this “Amendment”) is dated as of May 5, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a Lender and in its capacity as Agent for the Lenders (in such capacity, the “Agent”).

RECITALS

     Capitalized terms used and not defined in this Amendment shall have the meanings given to such terms in the Loan Agreement, as amended by this Amendment. Borrower has requested that the Line of Credit Loan Commitments be increased from $200,000,000 to $220,000,000 for six months and Farm Credit Services of Missouri, PCA and Farm Credit Services of America, FLCA have each agreed to increase their respective Line of Credit Loan Commitments from $28,750,000 to $38,750,000 for six months to cover this requested increase. Correspondingly Borrower requires a temporary amendment of its covenant regarding Working Capital. In accordance with Sections 10.31 (a), (b) and (c) of the Loan Agreement, this Amendment will be effective by execution and delivery by Borrower, Farm Credit Services of Missouri, PCA, Farm Credit Services of America, FLCA and U.S. Bank as a Lender and as the Agent. The new Notes and other Financing Agreements required by the Agent are as set forth herein.

     NOW THEREFORE, in consideration of the foregoing and of the terms and conditions contained in the Loan Agreement and this Amendment, and of any loans or extensions of credit or other financial accommodations heretofore, now or hereafter made to or for the benefit of Borrower by the Agent and the Lenders, Borrower, Farm Credit Services of Missouri, PCA, Farm Credit Services of America, FLCA and U.S. Bank, as a Lender and as the Agent, agree as follows:

     1.      Amended Defined Term. Section 1.1 of the Loan Agreement, Definitions, shall be amended to amend the following definition, which shall read in full as follows:

       “Line of Credit Loan Commitment” shall mean as to any Lender (i) from May 4, 2005 through November 4, 2005, such Lender’s Pro Rata Percentage of $220,000,000, and (ii) after November 4, 2005, such Lender’s Pro Rata

Percentage of $175,000,000, in each case as set forth opposite such Lender’s name under the heading “Loan Commitments” on Schedule A-3, subject to Assignment and Acceptance in accordance with Section 10.23, as such amount may be reduced or terminated from time to time pursuant to Sections 2.3(c), 2.8 or 9.1, and as such amount may be increased from time to time pursuant to Section 10.31(b); and "Line of Credit Loan Commitments” shall mean collectively, the Line of Credit Loan Commitments for all the Lenders.

     2.      Amended Working Capital Covenant. Subsection (b) of Section 7.6 of the Loan Agreement, Financial Covenants and Ratios, shall be amended to read in full as follows:

       (b)      As of the end of each fiscal quarter of Borrower through September 30, 2005, a minimum Working Capital of not less than $20,000,000; and as of the end of each fiscal quarter of Borrower thereafter a minimum Working Capital of not less than $75,000,000

     3.      General Representations and Warranties. To induce Farm Credit Services of Missouri, PCA, Farm Credit Services of America, FLCA and U.S. Bank, as a Lender and as the Agent, to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders that (a) the factual information taken as a whole in the materials furnished by or on behalf of the Borrower to the Agent or any Lender for purposes of or in connection with this Amendment, does not contain any untrue statement of a material fact or omit to state any material fact necessary to keep the statements contained therein from being misleading as of the date of this Amendment, and (b) except as described in this Amendment, a previous amendment of the Loan Agreement or as previously disclosed in writing to the Agent by the submission of a Compliance Certificate or otherwise, each and every representation and warranty set forth in the Loan Agreement is true and correct as of the date hereof, and shall be deemed remade by the Borrower as of the date hereof.

     4.      Conditions; Documentation. This Amendment shall be effective upon the execution and/or delivery to the Agent by the Borrower of the following: (i) this Amendment; (ii) a Second Supplement to the Agent’s Letter; (iii) a Note payable to Farm Credit Services of Missouri, PCA in the face amount of $38,750,000; and (iv) a Note payable to Farm Credit Services of America, FLCA in the face amount of $38,750,000.

     5.      Incorporation of Loan Agreement. The parties agree that this Amendment shall be an integral part of the Loan Agreement, that all of the terms set forth therein are incorporated in this Amendment by reference, and that all terms of this Amendment are incorporated therein as of the date of this Amendment. All of the terms and conditions of the Loan Agreement, which are not modified in this Amendment, shall remain in full force and effect. To the extent the terms of this Amendment conflict with the terms of the Loan Agreement, the terms of this Amendment shall control.

     6.      Counterparts & Facsimile. This document may be executed in several

Page 2 of 6

counterparts, each of which shall be construed together as one original. Facsimile signatures on this document shall be considered as original signatures.

Page 3 of 6

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

		PREMIUM STANDARD FARMS, INC., a Delaware corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		LUNDY INTERNATIONAL, INC., a North Carolina corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		LPC TRANSPORT, INC., a Delaware corporation
ATTEST:
By:	/s/ Dennis Rippe	By:	/s/ Stephen A. Lightstone
Its:	Vice President/Controller	Its:	Executive Vice President
		U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Lender 950 17th Street, Suite 350 Denver, Colorado 80202
		By:	/s/ Alan V. Schuler
		Its:	Senior Vice President
{Signature Page to Third Amendment to Amended and Restated Loan and Security Agreement Dated as of May 5, 2005}

Page 4 of 6

FARM CREDIT SERVICES OF MISSOURI, PCA
By:	/s/ Terry Eidson
Its:	Senior Vice President
FARM CREDIT SERVICES OF AMERICA, FLCA
By:	/s/ Kent E. Bang
Its:	Vice President

{Signature Page to Third Amendment of Amended and Restated Loan and Security Agreement Dated as of May 5, 2005}

Page 5 of 6

Schedule A-2 to
Loan and Security Agreement

Lenders’ Commitments

Line of Credit Loan Commitments

From May 5, 2005 through November 4, 2005:

Name of Lender	Pro Rata Percentage			Maximum $
U.S. Bank National Association		31.818181818	%	$	70,000,000
Farm Credit Services of Missouri, PCA		17.613636364	%	$	38,750,000
Farm Credit Services of America, FLCA		17.613636364	%	$	38,750,000
Harris Trust and Savings Bank		13.068181818	%	$	28,750,000
Rabobank International		13.068181818	%	$	28,750,000
First National Bank of Omaha		6.818181818	%	$	15,000,000
TOTAL:		100	%	$	220,000,000

After November 4, 2005:

Name of Lender	Pro Rata Percentage			Maximum $
U.S. Bank National Association		25.714285713	%	$	45,000,000
Farm Credit Services of Missouri, PCA		16.428571429	%	$	28,750,000
Farm Credit Services of America, FLCA		16.428571429	%	$	28,750,000
Harris Trust and Savings Bank		16.428571429	%	$	28,750,000
Rabobank International		16.428571429	%	$	28,750,000
First National Bank of Omaha		8.571428571	%	$	15,000,000
TOTAL:		100	%	$	175,000,000

Page 6 of 6

EX-99.1

Exhibit 99.1

NEWS RELEASE

Premium Standard Farms, Inc.
805 Pennsylvania Avenue, Suite 200
Kansas City, Missouri 64105

PREMIUM STANDARD FARMS, INC. ANNOUNCES
EXPIRATION OF $175 MILLION TENDER OFFER

For more information, contact Steve Lightstone at (816) 472-7675.

KANSAS CITY, MO, May 6, 2005 — Premium Standard Farms, Inc. (“Premium Standard Farms”) announced today that its cash tender offer (the “Tender Offer”) for any and all of its $175 million aggregate principal amount of 9 1/4% Senior Notes due 2011 (CUSIP No. 74060 CAC 9) (the “Notes”) expired at 12:00 midnight, New York City time, on Thursday, May 5, 2005. As of the expiration time, $173,000,000 aggregate principal amount of Notes had been validly tendered and not withdrawn, which represented approximately 98.86% of the outstanding aggregate principal amount of the Notes. Premium Standard Farms has accepted for payment all Notes validly tendered and not validly withdrawn prior to the expiration time. Premium Standard Farms will make payment on all Notes validly tendered and not validly withdrawn prior to the expiration time through existing borrowings and available cash, but not through the issuance of new senior notes.

This announcement does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Tender Offer was made solely pursuant to Premium Standard Farms’ Offer to Purchase and Consent Solicitation Statement dated April 6, 2005.

Premium Standard Farms, Inc. is a leading vertically integrated provider of pork products for the retail, wholesale, foodservice, and further processor markets in the United States, and export customers in more than 20 countries. Premium Standard Farms, Inc. is the nation’s second largest pork producer and sixth largest pork processor, with approximately 4,100 employees working at farms and processing facilities in Missouri, North Carolina, and Texas.

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