8-K

UNITED STATES

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): February 7, 2006

Pinnacle Foods Group Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 333-118390

Delaware	943303521
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

6 Executive Campus, Suite 100

Cherry Hill, New Jersey 08002

(Address of principal executive offices, including zip code)

(856) 969-7100

(Registrant’s telephone number, including area code)

(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:

¨ 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 7.01 Regulation FD Disclosure.

On February 7, 2006, C. Dean Metropoulos, Chairman of the Board of Directors and Chief Executive Officer of the registrant, is scheduled to make a presentation at the JPMorgan High Yield Conference 2006 at the Loews Miami Beach Hotel in Miami, Florida. A copy of the visual presentation is being furnished as Exhibit 99.1 to this report, substantially in the form intended to be used, and is incorporated herein by reference.

This information and the exhibit attached hereto are being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

The presentation may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking information.” The words “estimates,” expects,” “contemplates,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on management’s current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond the registrant’s control, including but not limited to: general economic and business conditions, industry trends, changes in the registrant’s leverage, interest rate changes, changes in the registrant’s ownership structure, competition, the loss of any of the registrant’s major customers or suppliers, changes in demand for the registrant’s products, changes in distribution channels or competitive conditions in the markets where the registrant operates, costs of integrating acquisitions, loss of the registrant’s intellectual property rights, fluctuations in price and supply of raw materials, seasonality, the registrant’s reliance on co-packers to meet the registrant’s manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 26, 2004 and subsequent reports on Form 10-Q and Form 8-K. There may be other factors that may cause the registrant’s actual results to differ materially from the forward-looking statements. The registrant assumes no obligation to update the information contained in the presentation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Slide Show Presentation at JPMorgan Annual High Yield Conference 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 thereto duly authorized.

PINNACLE FOODS GROUP INC.
By:	/s/    N. MICHAEL DION
Name:	N. Michael Dion
Title	Executive Vice President and Chief Financial Officer

Date: February 6, 2006

EX-99.1

JP Morgan 2006 High Yield Conference

February 2006

Exhibit 99.1

1

Forward Looking Statements

Forward Looking Statements

This

presentation

may

contain

statements

that

predict

or

forecast

future

events

or

results,

depend

on

future

events

for

their

accuracy

or

otherwise

contain

“forward-looking

information.”

The

words

“estimates,”

expects,”

contemplates,”

“anticipates,”

“projects,”

“plans,”

“intends,”

“believes,”

“forecasts,”

“may,”

“should,”

and

variations

of

such

words

or

similar

expressions

are

intended

to

identify

forward-looking

statements.

These

statements

are

made

based

on

management's

current

expectations

and

beliefs

concerning

future

events

and

various

assumptions

and

are

not

guarantees

of

future

performance.

Actual

results

may

differ

materially

as

a

result

of

various

factors,

some

of

which

are

beyond

our

control,

including

but

not

limited

to:

general

economic

and

business

conditions,

industry

trends,

changes

in

our

leverage,

interest

rate

changes,

changes

in

our

ownership

structure,

competition,

the

loss

of

any

of

our

major

customers

or

suppliers,

changes

in

demand

for

our

products,

changes

in

distribution

channels

or

competitive

conditions

in

the

markets

where

we

operate,

costs

of

integrating

acquisitions,

loss

of

our

intellectual

property

rights,

fluctuations

in

price

and

supply

of

raw

materials,

seasonality,

our

reliance

on

co-packers

to

meet

our

manufacturing

needs,

availability

of

qualified

personnel,

and

changes

in

the

cost

of

compliance

with

laws

and

regulations,

including

environmental

laws

and

regulations.

There

may

be

other

factors

that

may

cause

our

actual

results

to

differ

materially

from

the

forward-looking

statements.

We

assume

no

obligation

to

update

the

information

contained

in

this

presentation.

2

% Total

Net Sales

18.0%

19.2 %

8.4%

1.1%

% Total

Net Sales

24.5%

12.0%

7.6%

5.8%

3.3%

Diversified Product Lines

Diversified Product Lines

Frozen foods: 53.3%

Dry foods: 46.7%

3

Category

Category

size

Major brands

Market

position

Market share

Pickles, peppers and relish

$1.0 billion

#1

17.8%

Baking mixes and frostings

$1.3 billion

#2

19.4%

Syrups

$479 million

#2

#3

9.5% 

9.4%

Frozen breakfast

$1.1 billion

#3

13.6%

Frozen

dinners and entrees

(1)

$2.2 billion

#3

12.1%

Frozen prepared seafood

$575 million

#2

#3

13.9%

9.4%

Bagels

$552 million

#2

15.3%

Leading Brands in Large Categories

Leading Brands in Large Categories

Note: IRI data for the 52 weeks ending December 2005.

(1) Single-serve, full-calorie dinners and entrees.

4

Results and Accomplishments

Results and Accomplishments

Sales and Marketing Momentum

Rebuilt brands with strong advertising and consumer programming

–

Launched 40+ new items

–

Improved product quality and contemporized packaging

–

Reversal of longstanding steep declines in retail sales

–

Consistent consumption growth since June 2004

Rebuilt a decimated Aurora sales force and created a new marketing

organization

Brands have regained credibility with both retailers and customers

Built significant penetration in emerging channels

Strong sales growth in alternate distribution channels, including

Canada, private label, and food service

5

Results and Accomplishments

Results and Accomplishments

Integration Initiatives

Annualized cost savings of $50 million achieved

Completed closure of Omaha plant

Effective SKU rationalization, over 250 SKUs discontinued

Shifted production of Open Pit to in-house manufacturing from a co-packing

arrangement, increasing margins for this product line

Initiated closure of Erie plant (to be completed in H1 2006)

Completed integration of corporate functions

Organization and infrastructure have been streamlined and positioned to support

future growth

Restructuring of warehousing and transportation network in progress

6

Recent IRI Trends

Recent IRI Trends

IRI Category

Jun-04

Dec-04

Jun-05

Dec-05

52 wk Dec-05

Duncan Hines

-7.5%

-1.8%

+10.7%

+2.9%

-3.2%

Mrs. Butterworth's

-8.8%

-2.2%

+3.0%

+2.9%

-2.7%

Log Cabin

-9.6%

-6.2%

-5.8%

-3.6%

-2.7%

Vlasic

-0.3%

-1.5%

-2.7%

-3.9%

-2.9%

Hungry Man

+7.4%

-2.6%

-2.5%

-1.8%

+0.8%

Swanson

-12.3%

-17.5%

-11.5%

-6.3%

+0.8%

Aunt Jemima

-6.1%

-2.1%

+2.4%

+0.4%

+2.7%

Seafood

-17.4%

-16.4%

-6.9%

-4.6%

-0.6%

Lenders

-16.9%

-23.2%

-19.3%

-12.9%

-0.3%

Celeste

-2.5%

-3.0%

-0.9%

+0.7%

-1.2%

Open Pit

-3.1%

-5.4%

-5.8%

-9.1%

-2.5%

IRI -

52 weeks ending

7

Industry Challenges

Industry Challenges

Pinnacle has absorbed over $40 million of increased commodity costs over the

past two years

–

Higher costs for raw materials and packaging

–

Increased production energy costs

–

Increased fuel surcharges for product delivery

Nationwide trucking shortage, increasing freight rates

Increased leverage of growing and consolidating retail customers

8

Key Strategic Initiatives for 2006

Key Strategic Initiatives for 2006

Warehousing and transportation initiatives are top-priority for 2006

–

Hired Bill Darkoch as Executive Vice President of Supply Chain. Industry

veteran with over 20 years of supply management experience

–

Implementation of identified annual savings

•

Optimize warehouse network –

consolidation and closures

•

Improve deployment –

reduce DC to DC transfers

–

Systems initiatives to fully integrate all of the Company’s supply chain

functions

Maintain sales momentum in retail channel and continue expansion

in food

service, private label and emerging channels

Complete consolidation of Erie facility (H1 2006)

9

2006 Marketing and Sales Strategy

2006 Marketing and Sales Strategy

Branded Sales

Optimizing the marketing mix to maintain branded sales momentum

Strategic introduction of new items (12 new items for 2006 vs. 40 new items in 2005)

–

New distribution opportunities

–

Trade effectiveness

Winning the war at the store –

tactical marketing support and strategic alignment with

customers

–

Category management initiatives

–

Account specific marketing

–

Enhanced trade strategies

Harvest Brands

Food Service

Expand distribution at key national channels and street accounts

New

items

including

Grabwich

sandwich

and

stuffed

bagels

line

to

capitalize

on

the

“on–

the–go”

trend

Continue to expand breakfast items into schools and business & industry

10

New Items

New Items

Cream Cheese

Whipped Frosting

Hot Fudge Brownie Sundae

Signature Dessert

Chocolate Molten Lava Cake

Signature Dessert

Cheeseburger

Pizza For One

Aunt Jemima Magic Minis Pancakes

Cinnamon Roll

Aunt Jemima Magic Minis Pancakes

Strawberry Shortcake

Jumbo Rigatoni Dinner

Chicken Parmigiana  Dinner

Triple Cheese

Lasagna Dinner

11

Summary

Summary

Accomplishments

Brands have been revitalized and have regained credibility with retailers and customers

Organization and infrastructure have been streamlined and positioned to support future

growth

Completed integration of corporate functions

Pinnacle generates strong free cash flow

Strategic Initiatives

Restructuring of warehousing and transportation network in progress

Complete supply chain systems implementation

Complete Erie closing

Maintain

sales

momentum

in

retail

channel

and

continue

expansion

in

food

service,

private

l

abel

and

emerging

channels

JP Morgan 2006 High Yield Conference

February 2006