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): July 7, 2006

Premium Standard Farms, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of Incorporation)

000-51347 (Commission File Number)	43-1755411 (I.R.S. Employer Identification No.)
805 Pennsylvania Avenue, Suite 200, Kansas City, Missouri (Address of principal executive offices)	64105 (Zip Code)

(816) 472-7675
(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

Separation Agreement

Press Release

     Item 1.01. Entry into a Material Definitive Agreement.

     On July 7, 2006, Premium Standard Farms, Inc. (the “Company”) entered into a Separation Agreement with Mr. Robert W. Manly which, among other things, amended the noncompetition provisions of his employment agreement. A copy of the Separation Agreement is filed as Exhibit 10.1 hereto.

     Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On July 7, 2006, Robert W. Manly resigned as President and Chief Operating Officer of the Company. The Company appointed John M. Meyer, 44, to serve as the new President of the Company on July 7, 2006 in addition to continuing his service as the Company’s Chief Executive Officer. A copy of a press release announcing these developments, as well as the additional organizational changes relating to the expansion of the responsibilities of Mr. Calvin Held to Vice President of Process Improvement and Milan Operations and Mr. Blake Day to Vice President of Business Development, is filed as Exhibit 99.1 hereto.

     Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Separation Agreement with Robert W. Manly, dated July 7, 2006
99.1	Press Release, dated July 7, 2006

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.

	PREMIUM STANDARD FARMS, INC.
Date: July 10, 2006	By:	/s/ Steven A. Lightstone
		Steven A. Lightstone
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Exhibit Description
10.1	Separation Agreement with Robert W. Manly, dated July 7, 2006
99.1	Press Release, dated July 7, 2006

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

     This Separation Agreement (hereinafter “Agreement”) is made, entered into and executed by and between Robert W. Manly, IV (hereinafter “Executive”) and Premium Standard Farms, Inc., its past or present parents, subsidiaries, affiliated entities, officers, directors, partners, principals, shareholders, agents, employees, contractors, attorneys, representatives or assignees (hereinafter the “Company”).

     Whereas, Executive and the Company executed an Employment Agreement dated May 10, 2005, which Employment Agreement set for the terms and conditions of Executive’s employment as President and Chief Operating Officer of the Company. A true and correct copy of the Employment Agreement is attached hereto as Exhibit A.

     Whereas, Executive has tendered his voluntary resignation to, and has terminated his employment with, the Company, and has stated his intention to be employed by Smithfield Foods, Inc. in the capacity of Executive Vice-President.

     Whereas, Executive acknowledges and agrees that Smithfield Foods, Inc. is a Competitor of the Company as defined in the Employment Agreement in that it is engaged in the meat processing or meat production industry.

     Whereas, Executive acknowledges and agrees that his employment with Smithfield Foods, Inc. will violate and breach Section 8(d) of the Employment Agreement, which prohibits Executive from taking a Competitive Position (as defined in the Employment Agreement) with a Competitor.

     In consideration of the promises, agreements and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company agree as follows:

     1. Resignation Without Good Cause. Executive acknowledges and agrees that he has tendered his voluntary resignation, on his own initiative, from his position as President and Chief Operating Officer of the Company and that he has terminated his employment with the Company effective July 7, 2006 (hereinafter the Date of Termination). Executive agrees that his termination of his employment is “without Good Reason,” as defined in the Employment Agreement.

     2. The Non-disclosure, Non-Solicitation of Customers and NonSolicitation of Personnel Provisions of the Employment Agreement. Executive agrees that he will not violate and will at all times and for all purposes abide by the Non-disclosure, Non-Solicitation of Customers and Non-Solicitation of Personnel covenants contained in Sections 8(c ), (e) and (f) of the Employment Agreement while employed by Smithfield Foods, Inc., or for or on behalf of himself or any other entity, for a period of eighteen months from and after July 7, 2006.

     3. Amendment of Section 8(d) of the Employment Agreement: Executive and the Company agree that Section 8(d) of the Employment Agreement shall be amended to provide as follows:

     (d) Non-Competition. The Executive agrees that, while employed with the Company, the Executive will not, either directly or indirectly, alone or in conjunction with any other party, take any action in furtherance of or in conjunction with a Competitive Position with a Competitor of the Company. The Company and Executive acknowledge that Executive will be employed by a Competitor of the Company following his voluntary resignation from the Company, provided, however, that for a period of eighteen months after his Date of Termination, the Executive will not, either directly or indirectly, alone or in conjunction with any other party, directly or indirectly, contact, solicit, divert or appropriate, any hog suppliers or contract hog growers with whom the Company does or has done business or from whom the Company has actively sought business.

     4. Other Terms and Conditions of the Employment Agreement. All other terms and conditions of the Employment Agreement remain unaltered by this Agreement.

     5. Successors and Assigns; Severability. This Agreement shall inure to the benefit of and be binding upon Executive and the Company and their respective heirs, successors, trustees, transferees and assigns. If any one or more of the provisions of this Agreement as applied to any party or any circumstance, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court determines it enforceable, and as so limited, shall remain in full force and effect. In the event that such court shall determine any such provision, or portion thereof, wholly invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision shall have never been contained herein.

     6. Governing Law. The laws of the State of Missouri shall govern the enforcement of this Agreement both as to interpretation and performance without regard to any conflicts of laws analysis.

     7. Release. Executive releases and forever discharges the Company, each past or present parent, subsidiary, affiliated entity, officer, director, partner, principal, shareholder, agent, employee, contractor, attorney, representative or assignee, from any and all causes of action, claims, demands, grievances, costs and expenses, whether known or unknown, arising out of or in any manner related to, Executive’s employment with the Company and his resignation from the Company, including, but not limited to, claims which could have been asserted, under federal, state, or local constitution, law, regulation, ordinance, common law or contract, that in any way relate to Executive’s employment or termination of employment, wages, employment benefits, benefit plans, contracts, agreements or promises, express or implied, tort claims, tortious interference claims or any term or condition of Executive’s employment. Executive further agrees not to initiate any legal proceeding relating to any matter released herein. Executive and the Company agree that nothing in this Section 7, nor in this Agreement, shall

affect Executive’s option to elect a continuation of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), or his entitlement to ten (10) days of vacation pay and any unpaid portion of Executive’s Base Salary through the Date of Termination.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound and to so bind their respective representatives, successors and assigns, set their hands on the date written immediately below.

ROBERT W. MANLY, IV
/s/ Robert W. Manly, IV
Dated:	7/7/06
PREMIUM STANDARD FARMS, INC.
By:	/s/ John M. Meyer
Title:	CEO
Dated:	7/7/06

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
MANAGEMENT RESTRUCTURING

Robert Manly Resigns as President and Chief Operating Officer; John Meyer to Assume Role of President in addition to Chief Executive Officer; Calvin Held Appointed Vice President – Process Improvement and Milan Operations; Blake Day Appointed Vice President – Business Development

Investor contact:
Steve Lightstone, CFO
Phone: 816-472-7675

KANSAS CITY, MO, July 07, 2006 — Premium Standard Farms, Inc. (Nasdaq: PORK) (PSF), a leading vertically integrated provider of pork products, announced today that Robert W. Manly has resigned as President and Chief Operating Officer of Premium Standard Farms to pursue other opportunities, effective immediately. In addition to his current role as Chief Executive Officer of PSF, John Meyer will assume the additional responsibilities of the President. There are no plans to name a new Chief Operating Officer.

Mr. Meyer will expand the responsibilities of industry and company veterans, Calvin Held, to Vice President of Process Improvement and Milan Operations and Blake Day, to Vice President of Business Development.

“This restructuring will flatten our organizational structure and streamline our decision making process, and further our commitment to improving PSF’s operational performance. As a result of these changes, we will be able to intensify our focus on both operational improvements and cost structure efficiencies,” commented John Meyer, President and Chief Executive Officer of Premium Standard Farms.

Mr. Held has served as Vice President of Processing Operations since April 2004, and has played a significant role in the success of the company over the past 14 years. Prior to April 2004, Mr. Held was the Company’s Vice President of Milan, Missouri Processing Operations from December 1994 to April 2004 and was Controller of Farm Production and the Milan, Missouri Plant from August 1992 to December 1994. In his new role, Mr. Held will be focused on improving operational performance in all areas of the business with the objective of expanding the Company’s operating margins and reducing its current cost structure.

Since March 2005, Mr. Day has served as Vice President of Corporate Accounting and Finance. During the last 11 years, Mr. Day has held a variety of positions both within PSF and the protein industry, which includes Director of Corporate Accounting and Finance from May 2004 until March 2005, as well as Assistant Corporate Controller of Premium Standard Farms from February 1999 to May 2004.

Additionally, from 1995 to 1998, Mr. Day was Assistant Controller for Seaboard Farms, an integrated pork processor. Mr. Day brings a wealth of knowledge to the role of Vice President of Business Development, and will be responsible for helping to execute PSF’s growth strategies.

About PSF

PSF is one of the largest vertically integrated providers of pork products in the United States, producing consistent, high quality pork products for the retail, wholesale, foodservice, export, and further processor markets. PSF is the nation’s second largest pork producer and sixth largest pork processor, with approximately 4,300 employees working at farms and processing facilities in Missouri, North Carolina, and Texas.

This news release contains “forward-looking statements” within the meaning of the federal securities laws. Naturally, all forward-looking statements involve risk and uncertainty and actual results or events could be materially different. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause actual results to differ include: economic conditions generally and in our principal markets; competitive practices and consolidation in the pork production and processing industries; the impact of current and future laws, government regulations and fiscal policies affecting our industry and operations, including environmental laws and regulations, trade embargoes and tariffs; domestic and international transportation disruptions; food safety; the availability of additional capital to fund future commitments and expansion and the cost and terms of financing; outbreaks of disease in our herds; feed ingredient costs; fluctuations in live hog and wholesale pork prices; customer demands and preferences; and the occurrence of natural disasters and other occurrences beyond our control. In light of these risks, uncertainties and assumptions, the forward-looking events discussed might not occur.