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): May 5, 2005

Pinnacle Foods Group Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-118390	943303521
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6 Executive Campus, Suite 100, Cherry Hill, New Jersey		08002
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (856) 969-7100

Not Applicable
______________________________________________
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 2.05. Costs Associated with Exit or Disposal Activities.

On April 29, 2005, Pinnacle Foods Group Inc.'s ("PFGI" or "the Company") board of directors approved a plan to permanently close its Erie, Pennsylvania production facility, as part of the Company's strategy of enhancing and strengthening its manufacturing capabilities after the Aurora merger. The majority of the production from the Erie plant, which manufactures Mrs. Paul’s and Van de Kamp frozen fish products and Aunt Jemima frozen French toast sticks, will be relocated to PFGI's Jackson, Tennessee production facility.

Activities related to the closure of the plant are expected to be completed by the fourth quarter of 2005 and will result in the elimination of approximately 290 positions. Employee termination activities will commence in July 2005 and are expected to be completed in the third quarter of 2005.

The total cost of the restructuring, exclusive of capital expenditures, is expected to be approximately $4,240,000, all of which will be future cash expenditures. The major t ypes of costs associated with the restructuring and the estimated total amount of such costs are as follows:

- Employee severance - $590,000
- Costs to dismantle, transfer and reassemble equipment and other shutdown costs - $3,650,000

PFGI also expects to make capital expenditures of approximately $7 million in connection with the restructuring. The Company expects to incur a substantial portion of these costs and capital expenditures beginning in the second quarter of 2005 and expects to continue to incur them through the end of 2005.

Statements included within this filing that are not historical in nature, including the Company's anticipated cost and timing of the restructuring plan, constitute forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or events to be materially different from any future results, performance or events expressed or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, general business and economic conditions; competitive pricing pressures for our products; changes in other costs; opportunities that may be presented to and pursued by us; determinations by regulatory and governmental authorities; the effectiveness, timing and cost of the Company's restructuring; and the ability to achieve other cost reductions and efficiencies. Additional information regarding these risks, uncertainties and other matters are set forth in the Company's filings with the Securities and Exchange Commission.

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.

	Pinnacle Foods Group Inc.
May 5, 2005	By:	N. Michael Dion
		Name: N. Michael Dion
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release

EX-99.1

For Information Contact:

Kelley Maggs, Sr. Vice President & General Counsel
Pinnacle Foods Group Inc.
(973) 541-6640

FOR IMMEDIATE RELEASE – 1:00 PM (EDST) – May 3, 2005

PINNACLE FOODS GROUP INC. ANNOUNCES
THE CLOSURE OF ITS ERIE, PA PLANT

MOUNTAIN LAKES, NJ — Pinnacle Foods Group Inc. (“PFGI”), today announced the closing of its Erie, PA production facility, in early July 2005, which will result in the loss of up to 290 jobs. The plant was acquired in March 2004 when PFGI merged with Aurora Foods Inc. and manufactures all of PFGI’s Van De Kamp’s® and Mrs. Paul’s® frozen fish products, together with its Aunt Jemima® frozen French toast sticks.

Production of the majority of PFGI’s products currently manufactured at the Erie Plant will be relocated to the Company’s Jackson, Tennessee facility.

On March 19, 2004, Pinnacle Foods Group Inc. merged with Aurora Foods Inc. which had filed for bankruptcy protection in December 2003. The decision to close the facility was made by the Company following a thorough review of the acquired manufacturing facilities and their capacity.

“This consolidation is consistent with our overall strategy of enhancing and strengthening

our manufacturing capabilities resulting in more efficient and competitive manufacturing facilities”, said Harold Tessman, Sr. Vice President of the Company. “We regret the impact this decision will have on our employees and will work to make their transition as smooth as possible. However, it is a decision that is necessary to allow the Company to improve product quality, provide greater production flexibility for new items and remain competitive in the frozen seafood category.”

Employees who continue to work until the closure date are eligible to receive separation benefits. A number of the current employees at the Erie Plant have been offered employment at another of the company’s facilities and any affected employee is able to apply for an open position at other company locations.

Pinnacle Foods Group Inc. is a leading producer, marketer and distributor of high-quality branded food products in the frozen foods and dry foods segments. The frozen foods segments consists primarily of Swanson® and Hungry Man® frozen dinners and entrees; Van de Kamp’s® and Mrs. Paul’s® frozen seafood; Aunt Jemima® frozen breakfasts and Lender’s® bagels. The dry foods segment consists primarily of Vlasic® pickles, peppers and relish; Duncan Hines® baking mixes and frostings and Mrs. Butterworth’s® and Log Cabin® syrups and pancake mixes.

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