Birds Eye Foods Inc – ‘8-K’ for 7/20/06

On:  Tuesday, 7/25/06, at 12:59pm ET   ·   For:  7/20/06   ·   Accession #:  950117-6-3127   ·   File #:  1-07605

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Birds Eye Foods, Inc.                                  3     16K 
 2: EX-99       Exhibit 99.1                                           2±    10K 

8-K   —   Birds Eye Foods, Inc.
Document Table of Contents

8-K
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 8-K EQUIVALENT

CURRENT REPORT

 Date of Report (Date of Earliest Event Reported): July 20, 2006

 BIRDS EYE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)

                                                        [Enlarge/Download Table]
                                                                                                               
              Delaware                                                                 16-0845824              
------------------------------------------     --------------------------  ------------------------------------
(State or other jurisdiction of incorporation) (Commission File Number)    (IRS Employer Identification Number)

                 90 Linden Oaks, PO Box 20670, Rochester, New York           14602-0670                        
                 --------------------------------------------------         -----------                        
                      (Address of Principal Executive Offices)               (Zip Code)                        

 Registrant's Telephone Number Including Area Code: (585) 383-1850

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))                                    

o        This Form 8-K Equivalent is only being filed pursuant to a requirement 
     contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8
Percent Senior Subordinated Notes Due 2008.                   

================================================================================

8-K
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Item 2.05  Costs Associated With Exit or Disposal Activities                    

          On July 20, 2006, Birds Eye Foods, Inc. (the "Company" or "Birds Eye
        Foods") board of directors, upon the recommendation of management,
           approved the Company's exit from the vast majority of its non-branded
           frozen business over the next 12 to 18 months, and plans to sell five
     related production facilities. Birds Eye Foods will continue to
          deliver non-branded frozen products to current customers during this
       period. The Company's non-branded frozen business, with its lower
          margins, utilized resources which now can be freed up to drive brand
       growth and compete more aggressively with competitors who are not
producing non-branded lines.                              

  Birds Eye Foods has already received a number of unsolicited
         inquiries about its non-branded frozen business and facilities, and
         will be exploring those and other alternatives in the coming weeks.
      The non-branded frozen facilities include: Brockport, Bergen and
    Oakfield, NY; Fairwater WI; and Montezuma, GA. In total, these
         facilities employ approximately 740 full-time workers. Any facility
         not sold after its current production season will be closed between
       October 2006 and June 2007. In addition, the decision to exit the
        non-branded frozen business will affect a number of administrative
  positions in offices in Rochester, NY and Green Bay, WI. The
           Company's research and development facility will remain in Green Bay,
WI.                                                       

          Another impact of this decision will be the closure of the Birds Eye
       facility in Watsonville, CA at the end of the calendar year. This
    facility employs approximately 550 workers. The closure of the
Watsonville facility will result in the Company incurring 
      approximately $3.5 million for employee termination benefits. In
         addition, Birds Eye Foods will incur a pension withdrawal liability
     of approximately $1.0 million to $1.5 million for the Company's
      unfunded benefit obligation related to the Western Conference of
         Teamsters Pension Trust multiemployer plan. Both of these estimated
costs will result in future cash expenditures.            

   In connection with these actions, the Company expects to take
  additional cash and non-cash accounting charges. The Company
        anticipates incurring employee termination benefits, environmental
    remediation costs associated with facility closures and sales,
       accelerated depreciation, inventory markdowns, contract and lease
           termination costs, and other exit costs. In addition, the Company may
         incur asset impairment charges. Currently, the Company is unable in
     good faith to make a determination of an estimate or a range of
           estimates of these individual charges and is therefore unable to make
        a determination regarding the total amount of costs expected to be
     incurred in connection with these actions and the amount of the
           charge that will result in future cash expenditures. The Company will
         file an amendment to this report when the Company is able to make a
       good faith determination of such estimates or range of estimates.

         Reference is hereby made to the Company's press release, dated July
         25, 2006, which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.                                      

Item 2.06  Material Impairments                                                 

     The information contained in Item 2.05 above is incorporated by
reference herein.                                                               

Item 9.01  Financial Statements and Exhibits.                                   

(a)      Not Applicable                                                         
(b)      Not Applicable                                                         
(c)      Not Applicable                                                         
(d)      Exhibits                                                               

                                                                [Download Table]

 Exhibit No.                       Description                            
------------           -----------------------------------                
                                                                          
         99.1  Press release of Birds Eye Foods, Inc. issued July 25, 2006


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SIGNATURES

       The Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.                                      

                                                 BIRDS EYE FOODS, INC.

                                                        [Enlarge/Download Table]
                                                                                           
Date:  July 25, 2006                      By:  /s/ Earl L. Powers                          
       ---------------------------------       --------------------------------------------
                                               Earl L. Powers,                             
                                               Executive Vice President and                
                                               Chief Financial Officer and Secretary       
                                               (Principal Financial Officer)               


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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/25/06		2		3			None on these Dates
For Period End:		7/20/06		1		2
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