<PAGE>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 -------------

                              Form 10-Q Equivalent

                                 -------------


(Mark One)   [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 24, 2005

                                         OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                     For the transition period from ____ to ____

                             Commission File Number N/A
                                                    ---

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


                   Delaware                                  16-0845824
          (State or other jurisdiction of                   (IRS Employer
          incorporation or organization)                 Identification Number)

            90 Linden Oaks, PO Box 20670, Rochester, NY      14602-6070
              (Address of Principal Executive Offices)        (Zip Code)

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES      NO
                                    ---     ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 YES      NO X
                                    ---     ---

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES      NO X
                                    ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of November 4, 2005.

                              Common Stock: 11,000

     o    This Form 10-Q 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.

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

                                       1


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings,
and Comprehensive Loss
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended      Three Months Ended
                                                                      September 24, 2005      September 25, 2004
                                                                      ------------------      ------------------
<S>                                                                 <C>                     <C>
Net sales                                                           $            196,656    $            177,344
Cost of sales                                                                   (161,319)               (142,990)
                                                                    --------------------    --------------------
Gross profit                                                                      35,337                  34,354
Selling, administrative, and general expense                                     (27,452)                (28,364)
Restructuring                                                                     (4,492)                      0
                                                                    --------------------    --------------------
Operating income                                                                   3,393                   5,990
Interest expense                                                                  (7,841)                 (6,356)
                                                                    --------------------    --------------------
Pretax loss from continuing operations                                            (4,448)                   (366)
Tax benefit                                                                        1,734                     146
                                                                    --------------------    --------------------
Loss from continuing operations                                                   (2,714)                   (220)
Discontinued operations, net of tax                                                 (281)                      0
                                                                    --------------------    --------------------
Net loss                                                                          (2,995)                   (220)

Accumulated earnings at beginning of period                                       71,228                  52,623
                                                                    --------------------    --------------------
Accumulated earnings at end of period                               $             68,233    $             52,403
                                                                    ====================    ====================

Net loss                                                            $             (2,995)   $               (220)
Other comprehensive income/(loss):
   Minimum pension liability, net of taxes                                          (175)                      0
   Unrealized (loss)/gain on hedging activity, net of taxes                         (178)                    145
                                                                    --------------------    --------------------
Comprehensive loss                                                  $             (3,348)   $                (75)
                                                                    ====================    ====================

Accumulated other comprehensive loss
   at beginning of period                                           $            (14,657)   $            (11,530)
   Minimum pension liability, net of taxes                                          (175)                      0
   Unrealized (loss)/gain on hedging activity, net of taxes                         (178)                    145
                                                                    --------------------    --------------------
Accumulated other comprehensive loss
   at end of period                                                 $            (15,010)   $            (11,385)
                                                                    ====================    ====================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       2


<PAGE>


Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands, Except For Share and Per Share Information)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                 September 24,              June 25,
                                                                                     2005                     2005
                                                                             --------------------    --------------------
                                     ASSETS
<S>                                                                          <C>                     <C>
Current assets:
   Cash and cash equivalents                                                 $              4,533    $             36,002
   Accounts receivable trade, net of allowances for doubtful accounts                      65,769                  60,208
   Accounts receivable, other                                                               8,878                   4,011
   Income taxes refundable                                                                  2,011                     269
   Inventories, net                                                                       278,782                 196,287
   Current investment in CoBank                                                               369                     383
   Prepaid manufacturing expense                                                                0                  12,108
   Prepaid expenses and other current assets                                                9,997                   9,696
   Held for sale assets                                                                       148                   5,497
   Current deferred tax asset                                                               5,383                   5,276
                                                                             --------------------    --------------------
         Total current assets                                                             375,870                 329,737
Investment in CoBank                                                                          633                     719
Property, plant, and equipment, net of accumulated depreciation of $62,194
   and $56,826, respectively                                                              188,516                 191,637
Goodwill                                                                                   45,104                  45,101
Trademarks and other intangible assets, net                                               221,760                 222,496
Other assets                                                                               13,452                  14,834
                                                                             --------------------    --------------------
         Total assets                                                        $            845,335    $            804,524
                                                                             ====================    ====================

                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current portion of obligations under capital leases                       $                854    $                865
   Current portion of long-term debt                                                        2,700                   2,700
   Current portion of Termination Agreement with Pro-Fac Cooperative, Inc.                  9,536                   9,455
   Accounts payable                                                                        84,162                  78,597
   Accrued interest                                                                         3,715                   2,144
   Accrued employee compensation                                                            7,290                   7,296
   Other accrued liabilities                                                               49,964                  44,334
   Held for sale liabilities                                                                    0                   2,014
   Growers payable due to Pro-Fac Cooperative, Inc.                                        13,579                   8,395
                                                                             --------------------    --------------------
         Total current liabilities                                                        171,800                 155,800
Obligations under capital leases                                                            2,169                   2,373
Long-term debt                                                                            336,187                 298,548
Long-term portion of Termination Agreement with Pro-Fac Cooperative, Inc.                   5,169                   8,836
Other non-current liabilities                                                              61,788                  67,228
Non-current deferred tax liability                                                         12,180                  12,353
                                                                             --------------------    --------------------
         Total liabilities                                                                589,293                 545,138
                                                                             --------------------    --------------------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01; 11,000 shares
     authorized, issued and outstanding                                                         0                       0
   Additional paid-in capital                                                             202,819                 202,815
   Accumulated earnings                                                                    68,233                  71,228
   Accumulated other comprehensive income/(loss):
     Unrealized (loss)/gain on hedging activity, net of taxes                                 (67)                    111
     Minimum pension liability adjustment, net of taxes                                   (14,943)                (14,768)
                                                                             --------------------    --------------------
         Total shareholder's equity                                                       256,042                 259,386
                                                                             --------------------    --------------------
         Total liabilities and shareholder's equity                          $            845,335    $            804,524
                                                                             ====================    ====================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       3


<PAGE>



Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                              --------------------------------------------
                                                                                September 24, 2005      September 25, 2004
                                                                              --------------------    --------------------
<S>                                                                           <C>                     <C>
Cash Flows From Operating Activities:
   Net loss                                                                   $             (2,995)   $               (220)
   Adjustments to reconcile loss to net cash used in operating activities-
       Asset impairment charge within discontinued operations                                  454                       0
       Restructuring                                                                         4,492                       0
       Amortization of certain intangible assets                                               736                     445
       Depreciation                                                                          5,351                   5,230
       Amortization of debt issue costs, amendment costs, and debt premiums                  1,704                   1,801
       Gain on sale of assets                                                                   (3)                    (69)
       Transitional Services Agreement with Pro-Fac Cooperative, Inc.                            0                     (71)
       Provision for deferred taxes                                                           (173)                      0
       Provision for losses on accounts receivable                                             160                     120
   Change in assets and liabilities, excluding effects of acquisitions:
     Accounts receivable                                                                   (10,589)                 (9,224)
     Inventories and prepaid manufacturing expense                                         (70,239)                (74,348)
     Income taxes refundable                                                                (1,782)                     15
     Accounts payable and other accrued liabilities                                          9,981                   6,740
     Due to Pro-Fac Cooperative, Inc., net                                                   5,185                   8,952
     Other assets and liabilities, net                                                      (6,875)                    663
                                                                              --------------------    --------------------
Net cash used in operating activities                                                      (64,593)                (59,966)
                                                                              --------------------    --------------------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                (3,497)                 (5,511)
   Proceeds from disposals                                                                   3,008                     134
   Acquisition of California & Washington Company                                                0                 (73,427)
   Proceeds from investment in CoBank                                                           99                     459
                                                                              --------------------    --------------------
Net cash used in investing activities                                                         (390)                (78,345)
                                                                              --------------------    --------------------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                                              38,400                  74,500
   Payments on long-term debt                                                                 (675)                   (675)
   Payments on Termination Agreement with Pro-Fac Cooperative, Inc.                         (4,000)                 (4,000)
   Payments on capital leases                                                                 (215)                   (224)
   Birds Eye Holdings, Inc. investment, net                                                      4                       0
                                                                              --------------------    --------------------
   Net cash provided by financing activities                                                33,514                  69,601
                                                                              --------------------    --------------------
Net change in cash and cash equivalents                                                    (31,469)                (68,710)
Cash and cash equivalents at beginning of period                                            36,002                  72,887
                                                                              --------------------    --------------------
Cash and cash equivalents at end of period                                    $              4,533    $              4,177
                                                                              ====================    ====================

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
     Interest, net of amounts capitalized                                     $              4,541    $              2,283
                                                                              ====================    ====================
     Income taxes received, net                                               $                  0    $                161
                                                                              ====================    ====================
   Supplemental schedule of non-cash operating, investing and financing
     activities:
     Capital lease obligations incurred                                       $                  0    $                200
                                                                              ====================    ====================
     Property, plant and equipment purchases included in accounts payable     $                690    $                519
                                                                              ====================    ====================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       4


<PAGE>


                              BIRDS EYE FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       DESCRIPTION OF BUSINESS AND SUMMARY OF CERTAIN SIGNIFICANT
ACCOUNTING POLICIES

The Company: Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods"),
incorporated in 1961, is a producer and marketer of processed food products.
Birds Eye Foods is a wholly owned subsidiary of Birds Eye Holdings Inc.
("Holdings Inc."). The Company has three primary segments in which it markets
its products, they include: branded frozen, branded dry, and non-branded
products. The majority of each of the segments' net sales are within the United
States. In addition, all of the Company's operating facilities are within the
United States.

On August 23, 2005, the Company sold its Mexican subsidiary, Birds Eye de
Mexico, S.A. de C.V. ("BEMSA") and all of its production assets in Celaya,
Mexico. See NOTE 3 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding this transaction.

Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") for interim financial
information and with the requirements of Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations, and cash
flows have been included. Operating results for the three months ended September
24, 2005 are not necessarily the results to be expected for future interim
periods or the full year. These financial statements should be read in
conjunction with the financial statements and accompanying notes contained in
the Company's Form 10-K Equivalent for the fiscal year ended June 25, 2005.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances.

Cash Flow Reclassification: Net cash provided by operating activities and net
cash provided by investing activities in the accompanying Consolidated
Statements of Cash Flows was adjusted by $0.6 million in the first quarter of
fiscal 2005, to reflect non-cash property, plant and equipment purchases.

New Accounting Pronouncements: In June 2005, the Financial Accounting Standards
Board ("FASB") Emerging Issues Task Force ("EITF") reached a consensus on EITF
Issue No. 05-6 "Determining the Amortization Period for Leasehold Improvements
Purchased or Acquired after Lease Inception in a Business Combination." This
EITF issue provides guidance on the amortization period for leasehold
improvements acquired in a business combination and the amortization period of
leasehold improvements that are placed in service significantly after and not
contemplated at the beginning of the lease term. The guidance contained in EITF
No. 05-6 is effective for periods beginning after June 29, 2005. The Company
does not anticipate that the adoption of EITF No. 05-6 will have a material
effect on its consolidated financial statements.

In May 2005, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 154, Accounting Changes and Error Corrections. SFAS No. 154
replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting
Changes in Interim Financial Statements, and establishes retrospective
application as the required method for reporting a change in accounting
principle. SFAS No. 154 provides guidance for determining whether retrospective
application of a change in accounting principle is impracticable and for
reporting a change when retrospective application is impracticable. The
reporting of a correction of an error by restating previously issued financial
statements is also addressed. SFAS No. 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. The Company does not anticipate that the adoption of SFAS No. 154 will
have a material impact on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception
from fair value measurement for nonmonetary exchanges of similar productive
assets, and replaces it with an exception for exchanges that do not have
commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS
No. 153 did not have a material effect on the Company's consolidated financial
statements.

In December 2004, the FASB issued Staff Position No. 109-1, "Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004." FSP 109-1 clarifies that the manufacturer's deduction provided for under
the American Jobs Creation Act of 2004 should be accounted for as a special
deduction in accordance with SFAS No. 109 and not as a tax rate reduction. The
adoption of FSP No. 109-1 had no impact on the Company's consolidated financial
statements for fiscal year 2005 because the manufacturer's deduction is not
available to the Company until fiscal year 2006. The Company is currently
evaluating the effect that the manufacturer's deduction will have in subsequent
years.


                                       5


<PAGE>

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 amends previous accounting guidance
regarding allocation of fixed production costs to inventory and the recognition
of overheads and other expenses. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. The adoption of SFAS No. 151 did not have a
material effect on the Company's consolidated financial statements.

In May 2004, the FASB issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003", which superseded FASB Staff Position No. 106-1.
FSP 106-2 requires that until an employer is able to determine whether benefits
provided by its plan are "actuarially equivalent" to Medicare Part D under the
Act, it must disclose the existence of the Act and the fact that the amounts
included in the financial statements related to the employer's postretirement
benefit plans do not reflect the effects of the Act. The guidance in FSP 106-2
is effective for interim or annual financial statements for periods beginning
after June 15, 2004. Detailed regulations necessary to implement the Act and
determine "actuarial equivalency" were issued on January 21, 2005. The Company
is currently evaluating these regulations; however, based on the current design
of the Company's postretirement benefit plans, the implementation of FSP 106-2
is not expected to have a material effect on the Company's consolidated
financial statements. See further disclosure at NOTE 7 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding pension
and post retirement benefits.

Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance, in their entirety, are those accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management believes are not collectible based on historical information. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts. The Company's allowance for doubtful accounts was
approximately $1.3 million at September 24, 2005, and $1.1 million at June 25,
2005.

Additional Paid-In Capital: The change in additional paid-in capital results
from Holdings LLC and Holdings Inc. investment of $4 thousand in the Company.

Comprehensive Income: Under SFAS No. 130, "Reporting Comprehensive Income," the
Company is required to display comprehensive income and its components as part
of the financial statements. Comprehensive income is comprised of net earnings
and other comprehensive income/(loss), which includes certain changes in equity
that are excluded from net income. The Company includes adjustments for minimum
pension liabilities and unrealized gains and losses on hedging transactions in
other comprehensive income. The income taxes related to the Company's minimum
pension liabilities and unrealized gains and losses on hedging transactions in
the first quarter of fiscal years 2006 and 2005, amounted to approximately a
$0.2 million tax benefit and a $0.1 million tax provision, respectively, in
other comprehensive income.

Earnings Per Share Data Omitted: The guidance of SFAS No. 128, "Earnings per
Share," requires presentation of earnings per share by all entities that have
issued common stock or potential common stock if those securities trade in a
public market either on a stock exchange (domestic or foreign) or in the
over-the-counter market. Birds Eye Foods common stock is not publicly traded
and, therefore, earnings per share amounts are not presented.

NOTE 2.       ACQUISITION

On September 23, 2004, Birds Eye Foods acquired the California & Washington
Company ("C&W"), a San Francisco-based marketer of frozen vegetables and fruits,
by acquiring all of the outstanding common stock of C&W (the "Acquisition") for
an aggregate purchase price of approximately $74.3 million, including direct
costs.

C&W is the premier marketer of frozen vegetables and fruits in the Western
United States, with number one branded market share positions in California, the
Pacific Northwest, and Arizona. The Company believes the Acquisition strengthens
its competitive position by expanding its presence in the Western United States.

The Acquisition was accounted for under the purchase method of accounting and in
accordance with SFAS No. 141, "Business Combinations". Under purchase
accounting, the Company allocated the purchase price to the tangible and
identifiable intangible assets acquired and liabilities assumed. Each were
recorded at their respective fair values. The final allocation of purchase price
is presented in the financial statements and is based on management's estimates
of fair value derived from independent valuations and other studies which
provided the basis for such estimates. The goodwill associated with this
transaction is deductible for tax purposes.

In accordance with GAAP, the excess of the cost of C&W over the fair value of
the identifiable assets and liabilities of C&W as of the final allocation of
purchase price was approximately $9.8 million.

                                       6


<PAGE>

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        Amount
                                      ----------
<S>                                   <C>
   Accounts receivable                $    3,437
   Inventories                             3,336
   Prepaid expenses and
     other current assets                     52
   Property, plant and equipment              22
   Goodwill                                9,750
   Trademarks and other intangibles       61,070
   Accounts payable                       (1,696)
   Accrued employee compensation            (276)
   Other accrued liabilities              (1,405)
                                      ----------
      Total allocation                $   74,290
                                      ==========
</TABLE>

The results of operations of C&W subsequent to the Acquisition are included in
the Company's Consolidated Statements of Operations for the three months ended
September 24, 2005. Due to insignificance, the results of operations for C&W for
the period September 23, 2004 - September 25, 2004 have not been included in the
Company's Consolidated Statement of Operations for the three months ended
September 25, 2004 but rather have been reflected in the three months ended
December 25, 2004. The following unaudited pro forma financial information
presents a summary of consolidated results of operations of the Company as if
the Acquisition had occurred at the beginning of the period presented:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                             Three months ended
                                                September 25,
                                                    2004
                                             ------------------
<S>                                               <C>
Net sales                                         $ 183,902
Loss from continuing operations                        (406)
Net loss                                               (406)
</TABLE>

These unaudited pro forma results have been prepared for comparative purposes
only and primarily include adjustments for interest expense, taxes and
amortization. These results do not purport to be indicative of the results of
operations which actually would have resulted had this Acquisition occurred at
the beginning of the first quarter of the fiscal 2005 year, or of the future
operations of the Company.

NOTE 3.       DISCONTINUED OPERATIONS AND HELD FOR SALE ASSETS AND LIABILITIES

On August 23, 2005, Birds Eye Foods entered into and completed transactions
under a Stock Purchase Agreement (the "Sale Agreement") with Congelados Don Jose
S.P.R. de R.L. ("CDJ") pursuant to which CDJ acquired a manufacturing facility
in Celaya, Mexico utilized by Birds Eye Foods for the production of various
frozen vegetables. The transactions included the sale of the stock of Birds Eye
de Mexico, S.A. de C.V. ("BEMSA"), a wholly owned subsidiary of Birds Eye Foods
and BEMSA Holding, Inc., and all of the equipment of Birds Eye Foods located at
the BEMSA facility in Celaya, Mexico. The transactions did not impact products
carrying the Birds Eye brand name or any other brand names of the Company.

As of June 25, 2005, the Company had committed to a plan to sell its BEMSA
subsidiary and all of the operating assets located at the Celaya, Mexico plant.
In connection with this plan, the Company designated BEMSA and all of the
equipment located at the Celaya, Mexico plant as held-for-sale assets and
adjusted the carrying value to fair value less the estimated costs to sell,
which resulted in an impairment charge of approximately $1.6 million (after-tax)
in the fourth quarter of fiscal 2005. In addition, the assumed liabilities were
classified as liabilities held for sale as of June 25, 2005. The final
accounting for the sale as of the closing date resulted in an additional $0.3
million impairment charge (net of taxes of $0.2 million) and is included as a
component of discontinued operations in the Consolidated Statements of
Operations, Accumulated Earnings, and Comprehensive Loss for the three months
ended September 24, 2005.

Having met the criteria outlined in SFAS No. 144, certain land in Sodus,
Michigan is classified as an asset held for sale on the Company's Consolidated
Balance Sheet as of September 24, 2005.

The major classes of assets included in the Consolidated Balance Sheet as assets
held for sale at estimated fair value less costs to sell and held for sale
liabilities are as follows:

                                       7


<PAGE>

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                       September 24,            June 25,
                                                           2005                     2005
                                                       ----------             -----------
<S>                                                      <C>                    <C>
Assets held for sale:
Accounts receivable trade                                $      0               $    379
Accounts receivable, other                                      0                      4
Inventories                                                     0                    369
Prepaid expenses and other current assets                       0                    670
Property, plant and equipment, net                            148                  4,034
Other assets                                                    0                     41
                                                        ---------               --------
   Total assets held for sale                           $     148               $  5,497
                                                        =========               ========

Held for sale liabilities:
Accounts payable                                        $       0               $   (744)
Income taxes payable                                            0                   (308)
Accrued employee compensation                                   0                   (716)
Other accrued liabilities                                       0                   (246)
                                                        ---------               --------
   Total held for sale liabilities                      $       0               $ (2,014)
                                                        =========               ========
</TABLE>

NOTE 4.       INVENTORIES

The major classes of inventories, net of inventory obsolescence reserves of $7.3
million and $6.4 million, as of September 24, 2005 and June 25, 2005,
respectively, are as follows:

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                          September 24,       June 25,
                                              2005              2005
                                        ---------------     ------------
<S>                                       <C>                <C>
Finished goods                            $  260,484         $  175,432
Raw materials and supplies                    18,298             20,855
                                          ----------         ----------
   Total inventories                      $  278,782         $  196,287
                                          ==========         ==========
</TABLE>

NOTE 5.       ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

Goodwill: Birds Eye Foods follows SFAS No. 142, "Goodwill and Other Intangible
Assets", which requires that goodwill not be amortized, but instead be tested at
least annually for impairment and expensed against earnings when its implied
fair value is less than its carrying amount.

Intangible Assets: As outlined in SFAS No. 142, certain intangibles with a
finite life are required to continue to be amortized. These intangibles are
being amortized on a straight-line basis over approximately 5 to 36 years. SFAS
No. 142 also requires that intangible assets with indefinite lives not be
amortized.

                                       8


<PAGE>


The following schedule sets forth the major classes of intangible assets held by
the Company:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                    September 24,                          June 25,
                                                        2005                                 2005
                                           -----------------------------         ----------------------------
                                            Gross                                 Gross
                                           Carrying        Accumulated           Carrying       Accumulated
                                            Amount         Amortization           Amount        Amortization
                                            ------         ------------           ------        ------------
<S>                                        <C>               <C>                 <C>              <C>
Amortized intangible assets:
   Customer relationships                  $   36,100        $   (3,553)         $  36,100        $   (3,135)
   License agreement                           10,406            (2,344)            10,406            (2,156)
   Other                                        2,921            (1,270)             2,921            (1,140)
                                           ----------        -----------         ---------        ----------
     Total                                     49,427        $   (7,167)            49,427        $   (6,431)
                                           ----------        ===========         ---------        ==========

Unamortized intangible assets:
   Trademarks                                 179,500                              179,500
                                           ----------                            ---------
     Total                                 $  228,927                            $ 228,927
                                           ==========                            =========
</TABLE>

The aggregate amortization expense associated with intangible assets for the
three months ended September 24, 2005 and September 25, 2004 was $0.7 million
and $0.4 million, respectively. The aggregate amortization expense for each of
the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                           Aggregate
                            Annual
Fiscal                   Amortization
Year                       Expense
----                     ------------
<C>                        <C>
2007                       $  2,815
2008                          2,803
2009                          2,803
2010                          2,533
2011                          2,423
</TABLE>

NOTE 6.       DEBT

The following is a summary of long-term debt outstanding:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                             September 24,          June 25,
                                                                 2005                 2005
                                                            ---------------       ------------
<S>                                                          <C>                   <C>
Term Loan Facility                                           $  249,484            $  250,159
Senior Subordinated Notes                                        51,003                51,089
Revolving Credit Facility                                        38,400                     0
                                                             ----------            ----------
Total debt                                                      338,887               301,248
Less current portion                                             (2,700)               (2,700)
                                                             -----------           ----------
Total long-term debt                                         $  336,187            $  298,548
                                                             ==========            ==========
</TABLE>

Bank Debt: On August 19, 2002, Birds Eye Foods and certain of its subsidiaries
entered into a senior secured credit facility (the "Senior Credit Facility") in
the amount of $470.0 million with a syndicate of banks and other lenders
arranged and managed by JPMorgan Chase Bank, as administrative and collateral
agent. The Senior Credit Facility is comprised of (i) a $200.0 million senior
secured revolving credit facility (the "Revolving Credit Facility") and (ii) a
$270.0 million senior secured B term loan (the "Term Loan Facility"). The
Revolving Credit Facility matures in August 2007 and allows up to $40.0 million
to be available in the form of letters of credit. As of September 24, 2005, (i)
there were $38.4 million of cash borrowings outstanding under the Revolving
Credit Facility, (ii) there were $23.2 million in letters of credit outstanding,
and therefore (iii) availability under the Revolving Credit Facility was $138.4
million.

                                       9


<PAGE>

The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64.1 million. The Term Loan Facility matures in August 2008 upon
which the balance will be due.

As of September 24, 2005, the interest rate under the Revolving Credit Facility
was approximately 5.74 percent, and the interest rate under the Term Loan
Facility was approximately 6.42 percent.

As of September 24, 2005, the Company is in compliance with all covenants,
restrictions, and requirements under the terms of the Senior Credit Facility.

The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings Inc. and certain of the Company's subsidiaries. See NOTE 9 to the
"Notes to Consolidated Financial Statements".

Senior Subordinated Notes: Birds Eye Foods has outstanding $50.0 million of its
11 7/8 percent Senior Subordinated Notes (the "Notes"), due 2008. As of
September 24, 2005, the premium related to the Notes was $1.0 million and is
being amortized against interest expense over the remaining life of the
outstanding Notes.

As of September 24, 2005, the Company is in compliance with all covenants,
restrictions, and requirements under the Notes.

NOTE 7.       INTERIM DISCLOSURES FOR PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Components of Total Periodic Benefit Cost/Pension Benefits

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                       Pension Benefits
                                                       Three Months Ended
                                                   ------------------------------
                                                   September 24,   September 25,
                                                       2005             2004
                                                   -------------  ---------------
<S>                                                  <C>             <C>
Service cost                                         $   1,319       $   1,114
Interest cost                                            2,118           1,981
Expected return on plan assets                          (1,874)         (1,793)
Amortization of prior service cost                           1               1
Amortization of net loss                                   272             211
                                                     ---------       ---------
Net periodic cost - Company plans                    $   1,836       $   1,514
Net periodic cost - union plans                             63             102
Special termination benefits                             2,487               0
                                                     ---------       ---------
Total periodic benefit cost                          $   4,386       $   1,616
                                                     =========       =========
</TABLE>

The special termination benefits reflect the accelerated vesting of retirement
benefits provided to the Company's former Chairman, President and Chief
Executive Officer which is included in restructuring on the Consolidated
Statement of Operations, Accumulated Earinings, and Comprehensive Loss. See NOTE
10 to the "Notes to Consolidated Financial Statements" for additional
disclosure.

The Company made a voluntary contribution of $10.9 million to its pension plans
in the first quarter of fiscal 2006.

Components of Total Periodic Benefit Cost/Postretirement Benefits Other Than
Pensions

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                           Postretirement Benefits Other than Pensions
                                                        Three Months Ended
                                                   ------------------------------
                                                   September 24,    September 25,
                                                       2005             2004
                                                   -------------  ---------------
<S>                                                  <C>             <C>
Service cost                                         $      12       $      11
Interest cost                                               46              49
Amortization of prior service cost                          (7)             (7)
                                                     ----------      ---------
Total periodic benefit cost                          $      51       $      53
                                                     =========       =========
</TABLE>

The Company has been unable to conclude whether benefits provided by its
postretirement benefit plans are considered "actuarially

                                       10

<PAGE>

equivalent" to Medicare Part D under the Medicare Prescription Drug, Improvement
and Modernization Act of 2003 (the "Act"). As such, the amounts presented above
and included in the consolidated financial statements related to the employer's
postretirement benefit plans do not reflect the effects of the Act.

NOTE 8.       OPERATING SEGMENTS

The Company is organized by product line for management reporting. The Company
has three primary segments in which it operates: branded frozen, branded dry,
and non-branded.

The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, C&W, Freshlike and McKenzie's. The
Company's branded dry family of products includes a wide variety of product
offerings, including fruit fillings and toppings (Comstock and Wilderness),
chili and chili ingredients (Nalley and Brooks), salad dressings (Bernstein's
and Nalley), and snacks (Tim's, Snyder of Berlin and Husman). Birds Eye Foods
also produces many products for the non-branded markets which include store
brand, food service and industrial markets. The Company's store brand products
include frozen vegetables, chili products, fruit fillings and toppings, and
other canned products. The Company's food service/industrial products include
frozen vegetables, salad dressings, mayonnaise, fruit fillings and toppings, and
chili products.

The following table illustrates the Company's operating segment information:

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                --------------------------------------------
                                                  September 24,             September 25,
                                                       2005                      2004
                                                -----------------         -----------------
<S>                                                <C>                          <C>
Net Sales:
   Branded frozen                                  $     77.9                   $   63.1
   Branded dry                                           47.9                       45.6
   Non-branded                                           70.9                       68.6
                                                   ----------                   --------
Total continuing segments                          $    196.7                   $  177.3
                                                   ==========                   ========
Operating income:
   Branded frozen                                  $      6.6                   $    4.2
   Branded dry                                            7.0                        6.9
   Non-branded                                           (5.7)                      (5.1)
   Restructuring (1)                                     (4.5)                       0.0
                                                   -----------                  --------
Continuing segment operating income                       3.4                        6.0
Interest expense                                         (7.8)                      (6.4)
                                                   -----------                  --------
Pretax loss from continuing operations             $     (4.4)                  $   (0.4)
                                                   ===========                  ========
</TABLE>

(1)  Represents a restructuring charge which is not allocated to individual
     segments. This item is excluded from the Company's evaluation of segment
     performance.

NOTE 9.       GUARANTEES AND INDEMNIFICATIONS

In certain instances when Birds Eye Foods sells businesses or assets, the
Company may retain certain liabilities for known exposures and provide
indemnification to the buyer with respect to future claims for certain unknown
liabilities existing, or arising from events occurring, prior to the sale date,
including liabilities for taxes, legal matters, environmental exposures, labor
contingencies, product liability, and other obligations. The terms of the
indemnifications vary in duration, from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable statute of limitations for the jurisdiction in which the tax is
imposed, and to terms for certain liabilities (i.e., warranties of title and
environmental liabilities) that typically do not expire. The maximum potential
future payments that the Company could be required to make under these
indemnifications are either contractually limited to a specified amount or
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnifications are not determinable at this time,
as any future payments would be dependent on the type and extent of the related
claims, and all relevant defenses, which are not estimable. Historically, costs
incurred to resolve claims related to these indemnifications have not been
material to the Company's financial position, results of operations or cash
flows.

The Company enters into agreements with indemnification provisions in the
ordinary course of business with its customers, suppliers, service providers and
business partners. In such instances, the Company usually indemnifies, holds
harmless and agrees to reimburse the indemnified party for claims, actions,
liabilities, losses and expenses in connection with any Birds Eye Foods
infringement of third party intellectual property or proprietary rights, or when
applicable, in connection with any personal injuries or property damage

                                       11

<PAGE>

resulting from any Birds Eye Foods' products sold or services provided.
Additionally, the Company may from time to time agree to indemnify and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses relating to their services to Birds Eye Foods, except to the extent
finally determined to have resulted from the fault of the provider of services
relating to such services. The level of conduct constituting fault of the
service provider varies from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.

The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain events or occurrences while
the directors or officers are, or were, serving at Birds Eye Foods' request in
such capacities. Furthermore, the Company is incorporated in the state of
Delaware which requires corporations to indemnify their officers and directors
under certain circumstances. The term of the indemnification period is for the
director's or officer's lifetime. The maximum potential amount of future
payments that the Company could be required to make under these indemnification
provisions is unlimited, but would be affected by all relevant defenses to the
claims.

Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation
(wholly-owned subsidiaries of the Company), and Pro-Fac (Pro-Fac files periodic
reports under the Security Exchange Act of 1934, Commission File Number 0-20539)
have jointly and severally, fully and unconditionally guaranteed, on a senior
subordinated basis, the obligations of the Company with respect to the Company's
11 7/8 percent Senior Subordinated Notes due 2008. In addition, Birds Eye
Holdings, Inc., Kennedy Endeavors, Incorporated, GLK Holdings, Inc., BEMSA
Holdings, Inc., and Linden Oaks Corporation ("Subsidiary Guarantors") have
jointly and severally, fully and unconditionally guaranteed the obligations of
the Company with respect to the Company's Senior Credit Facility. The covenants
in the 11 7/8 percent Senior Subordinated Notes and the Senior Credit Facility
do not restrict the ability of the Subsidiary Guarantors to make cash
distributions to the Company.

Presented below is condensed consolidating financial information for (i) Birds
Eye Foods, (ii) the Subsidiary Guarantors, and (iii) non-guarantor subsidiaries.
The condensed consolidating financial information has been presented to show the
nature of assets held, results of operations, and cash flows of the Company and
its Subsidiary Guarantors and non-guarantor subsidiaries in accordance with
Securities and Exchange Commission Financial Reporting Release No. 55.


<TABLE>
<CAPTION>
                                                                               Statement of Operations
                                                                        Three Months Ended September 24, 2005
                                                     -------------------------------------------------------------------------
                                                       Birds Eye      Subsidiary  Non-Guarantor   Eliminating
                                                       Foods, Inc.    Guarantors  Subsidiaries     Entries        Consolidated
                                                     -------------    ----------  -------------   -----------     ------------
<S>                                                  <C>              <C>            <C>            <C>            <C>
(Dollars in Thousands)

Net sales                                            $   189,643      $    7,013     $        0     $       0      $   196,656
Cost of sales                                           (156,439)         (4,880)             0             0         (161,319)
                                                     ------------     -----------    ----------     ---------      ------------
Gross profit                                              33,204           2,133              0             0           35,337
Restructuring                                             (4,492)              0              0             0           (4,492)
Selling, administrative, and general expense             (26,255)         (1,197)             0             0          (27,452)
Other (expense)/income                                    (6,613)          6,613              0             0                0
Income from subsidiaries                                   7,137             651              0        (7,788)               0
                                                     -----------      ----------     ----------     ----------     -----------
Operating income                                           2,981           8,200              0        (7,788)           3,393
Interest (expense)/income                                (10,833)          1,526          1,466             0           (7,841)
                                                     ------------     ----------     ----------     ---------      ------------
Pretax (loss)/income from continuing operations           (7,852)          9,726          1,466        (7,788)          (4,448)
Tax benefit/(provision)                                    5,138          (3,404)             0             0            1,734
                                                     -----------      -----------    ----------     ---------      -----------
(Loss)/Income from continuing operations                  (2,714)          6,322          1,466        (7,788)          (2,714)
Discontinued operations (net of tax)                        (281)           (619)             0           619             (281)
                                                     ------------     -----------    ----------     ---------      ------------
Net (loss)/income                                    $    (2,995)     $    5,703     $    1,466     $  (7,169)     $    (2,995)
                                                     ============     ==========     ==========     ==========     ============
</TABLE>


                                       12

<PAGE>










<TABLE>
<CAPTION>
                                                                                    Balance Sheet
                                                                                 September 24, 2005
                                                     -------------------------------------------------------------------------------
                                                        Birds Eye     Subsidiary   Non-Guarantor    Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries        Entries          Consolidated
                                                     -------------    ----------   -------------    --------------      ------------
<S>                                                  <C>              <C>            <C>               <C>               <C>
(Dollars in Thousands)

Assets
   Cash and cash equivalents                         $     4,427      $      106     $        0        $         0       $     4,533
   Accounts receivable, net                               70,359           4,288              0                  0            74,647
   Inventories -
     Finished goods                                      259,900             584              0                  0           260,484
     Raw materials and supplies                           17,830             468              0                  0            18,298
                                                     -----------      ----------     ----------        -----------       -----------
       Total inventories                                 277,730           1,052              0                  0           278,782

   Other current assets                                   20,768              88            977             (3,925)           17,908
                                                     -----------      ----------     ----------        ------------      -----------

       Total current assets                              373,284           5,534            977             (3,925)          375,870

   Property, plant and equipment, net                    167,041          21,475              0                  0           188,516
   Investment in subsidiaries                            339,024          14,942              0           (353,966)                0
   Goodwill and other intangible assets, net              78,668         188,196              0                  0           266,864
   Other assets                                           13,779          98,412         32,677           (130,783)           14,085
                                                     -----------      ----------     ----------        ------------      -----------
       Total assets                                  $   971,796      $  328,559     $   33,654        $  (488,674)      $   845,335
                                                     ===========      ==========     ==========        ============      ===========

Liabilities and Shareholder's Equity
   Current portion of long-term debt                 $     2,700      $        0     $        0        $         0       $     2,700
   Current portion of Termination
     Agreement with Pro-Fac
     Cooperative, Inc.                                     9,536               0              0                  0             9,536
   Accounts payable                                       83,311             851              0                  0            84,162
   Accrued interest                                        4,692               0              0               (977)            3,715
   Intercompany loans                                     (2,772)          2,772              0                  0                 0
   Other current liabilities                              70,010           4,625              0             (2,948)           71,687
                                                     -----------      ----------     ----------        ------------      -----------
       Total current liabilities                         167,477           8,248              0             (3,925)          171,800
   Long-term debt                                        368,864               0              0            (32,677)          336,187
   Long-term portion of Termination
     Agreement with Pro-Fac Cooperative, Inc.              5,169               0              0                  0             5,169
   Other non-current liabilities                         174,243               0              0            (98,106)           76,137
                                                     -----------      ----------     ----------        ------------      -----------

       Total liabilities                                 715,753           8,248              0           (134,708)          589,293

   Shareholder's equity                                  256,043         320,311         33,654           (353,966)          256,042
                                                     -----------      ----------     ----------        ------------      -----------

       Total liabilities and shareholder's equity    $   971,796      $  328,559     $   33,654        $  (488,674)      $   845,335
                                                     ===========      ==========     ==========        ============      ===========
</TABLE>

                                       13


<PAGE>


<TABLE>
<CAPTION>
                                                                                    Statement of Cash Flows
                                                                             Three Months Ended September 24, 2005
                                                           -------------------------------------------------------------------------
                                                            Birds Eye       Subsidiary  Non-Guarantor   Eliminating
                                                           Foods, Inc.      Guarantors   Subsidiaries     Entries       Consolidated
                                                           ------------   ------------   ------------   ------------   -------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
(Dollars in Thousands)
Cash Flows From Operating Activities:
   Net (loss)/income                                       $     (2,995)  $      5,703   $      1,466   $     (7,169)  $     (2,995)
   Adjustments to reconcile net (loss)/income to net cash
     provided by/(used in) operating activities -
       Asset impairment charge within
         discontinued operations                                      0            454              0              0            454
       Depreciation                                               4,828            523              0              0          5,351
       Amortization of certain intangible assets                    548            188              0              0            736
       Amortization of debt issue costs, amendment costs,
         and debt premiums                                        2,192              0           (488)             0          1,704
       Gain on sale of assets                                        (4)             1              0              0             (3)
       Equity in undistributed earnings of subsidiaries            (326)          (222)             0            548              0
       Change in working capital                                (68,880)          (949)           (11)             0        (69,840)
                                                           ------------   ------------   ------------   ------------   ------------
Net cash (used in)/provided by operating activities             (64,637)         5,698            967         (6,621)       (64,593)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                    (3,332)          (165)             0              0         (3,497)
   Proceeds from disposals                                          494          2,514              0              0          3,008
   Distributions from Birds Eye de Mexico                         2,740              0              0         (2,740)             0
   Proceeds from investment in CoBank                                99              0              0              0             99
                                                           ------------   ------------   ------------   ------------   ------------
Net cash provided by/(used in) investing activities                   1          2,349              0         (2,740)          (390)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                   38,400              0              0              0         38,400
   Payments on long-term debt                                      (675)             0              0              0           (675)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                                   (4,000)             0              0              0         (4,000)
   Payments on capital leases                                      (215)             0              0              0           (215)
   Birds Eye Holdings, Inc. investment, net                           4              0              0              0              4
   Distribution to Birds Eye Foods                                    0         (2,740)             0          2,740              0
   Dividends paid                                                     0         (5,654)          (967)         6,621              0
                                                           ------------   ------------   ------------   ------------   ------------
Net cash provided by/(used in) financing activities              33,514         (8,394)          (967)         9,361         33,514
                                                           ------------   ------------   ------------   ------------   ------------

Net change in cash and cash equivalents                         (31,122)          (347)             0              0        (31,469)

Cash and cash equivalents at beginning of period                 35,549            453              0              0         36,002
                                                           ------------   ------------   ------------   ------------   ------------
Cash and cash equivalents at end of period                 $      4,427   $        106   $          0   $          0   $      4,533
                                                           ============   ============   ============   ============   ============
</TABLE>

                                       14


<PAGE>

<TABLE>
<CAPTION>
                                                                                   Statement of Operations
                                                                             Three Months Ended September 25, 2004
                                                           -------------------------------------------------------------------------
                                                            Birds Eye       Subsidiary  Non-Guarantor   Eliminating
                                                           Foods, Inc.      Guarantors   Subsidiaries     Entries       Consolidated
                                                           ------------   ------------   ------------   ------------   -------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
(Dollars in Thousands)

Net sales                                                  $    172,501   $      4,843   $          0  $          0   $    177,344
Cost of sales                                                  (139,304)        (3,686)             0             0       (142,990)
                                                           ------------   ------------   ------------  ------------   ------------
Gross profit                                                     33,197          1,157              0             0         34,354
Selling, administrative, and general expense                    (27,507)          (857)             0             0        (28,364)
Other (expense)/income                                           (5,867)         5,867              0             0              0
Income from subsidiaries                                          5,950            651              0        (6,601)             0
                                                           ------------   ------------   ------------  ------------   ------------
Operating income                                                  5,773          6,818              0        (6,601)         5,990
Interest (expense)/income                                        (8,909)         1,087          1,466             0         (6,356)
                                                           ------------   ------------   ------------  ------------   ------------
Pretax (loss)/income from continuing operations                  (3,136)         7,905          1,466        (6,601)          (366)
Tax benefit/(provision)                                           2,916         (2,770)             0             0            146
                                                           ------------   ------------   ------------  ------------   ------------
(Loss)/Income from continuing operations                           (220)         5,135          1,466        (6,601)          (220)
Discontinued operations (net of tax)                                  0           (819)             0           819              0
                                                           ------------   ------------   ------------  ------------   ------------
Net (loss)/income                                          $       (220)  $      4,316   $      1,466  $     (5,782)  $       (220)
                                                           ============   ============   ============  ============   ============
</TABLE>

                                       15


<PAGE>

<TABLE>
<CAPTION>
                                                                                        Balance Sheet
                                                                                        June 25, 2005
                                                           -------------------------------------------------------------------------
                                                            Birds Eye       Subsidiary  Non-Guarantor   Eliminating
                                                           Foods, Inc.      Guarantors   Subsidiaries     Entries       Consolidated
                                                           ------------   ------------   ------------   ------------   -------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
(Dollars in Thousands)

Assets
   Cash and cash equivalents                               $     35,549  $        453   $          0  $          0   $     36,002
   Accounts receivable, net                                      60,045         4,174              0             0         64,219
   Inventories -
     Finished goods                                             174,696           736              0             0        175,432
     Raw materials and supplies                                  20,304           551              0             0         20,855
                                                           ------------  ------------   ------------  ------------   ------------
       Total inventories                                        195,000         1,287              0             0        196,287

   Other current assets                                          30,017         6,131            967        (3,886)        33,229
                                                           ------------  ------------   ------------  ------------   ------------

       Total current assets                                     320,611        12,045            967        (3,886)       329,737

   Property, plant and equipment, net                           169,809        21,828              0             0        191,637
   Investment in subsidiaries                                   349,201        14,720              0      (363,921)             0
   Goodwill and other intangible assets, net                     79,214       188,383              0             0        267,597
   Other assets                                                  15,251        98,439         32,188      (130,325)        15,553
                                                           ------------  ------------   ------------  ------------   ------------
       Total assets                                        $    934,086  $    335,415   $     33,155  $   (498,132)  $    804,524
                                                           ============  ============   ============  ============   ============

Liabilities and Shareholder's Equity
   Current portion of long-term debt                       $      2,700  $          0   $          0  $          0   $      2,700
   Current portion of Termination Agreement with
     Pro-Fac Cooperative, Inc.                                    9,455             0              0             0          9,455
   Accounts payable                                              77,571         1,026              0             0         78,597
   Accrued interest                                               3,111             0              0          (967)         2,144
   Intercompany loans                                             2,904        (2,904)             0             0              0
   Other current liabilities                                     59,296         6,527              0        (2,919)        62,904
                                                           ------------  ------------   ------------  ------------   ------------
       Total current liabilities                                155,037         4,649              0        (3,886)       155,800
   Long-term debt                                               330,736             0              0       (32,188)       298,548
   Long-term portion of Termination
     Agreement with Pro-Fac Cooperative, Inc.                     8,836             0              0             0          8,836
   Other non-current liabilities                                180,091             0              0       (98,137)        81,954
                                                           ------------  ------------   ------------  ------------   ------------

       Total liabilities                                        674,700         4,649              0      (134,211)       545,138

   Shareholder's equity                                         259,386       330,766         33,155      (363,921)       259,386
                                                           ------------  ------------   ------------  ------------   ------------

       Total liabilities and shareholder's equity          $    934,086  $    335,415   $     33,155  $   (498,132)  $    804,524
                                                           ============  ============   ============  ============   ============
</TABLE>

                                       16


<PAGE>



<TABLE>
<CAPTION>
                                                                                    Statement of Cash Flows
                                                                             Three Months Ended September 25, 2004
                                                           -------------------------------------------------------------------------
                                                            Birds Eye       Subsidiary  Non-Guarantor   Eliminating
                                                           Foods, Inc.      Guarantors   Subsidiaries     Entries       Consolidated
                                                           ------------   ------------   ------------   ------------   -------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
(Dollars in Thousands)
Cash Flows From Operating Activities:
   Net (loss)/income                                       $       (220)  $      4,316   $      1,466   $     (5,782)  $       (220)
   Adjustments to reconcile net (loss)/income to net cash
     provided by/(used in) operating activities -
       Depreciation                                               4,700            530              0              0          5,230
       Amortization of certain intangible assets                    257            188              0              0            445
       Amortization of debt issue costs, amendment costs,
         and debt premiums                                        2,289              0           (488)             0          1,801
       Gain on sale of assets                                       (69)             0              0              0            (69)
       Transitional Services Agreement with
         Pro-Fac Cooperative, Inc.                                  (71)             0              0              0            (71)
       Equity in undistributed earnings of subsidiaries          (1,165)          (222)             0          1,387              0
       Change in working capital                                (66,225)          (846)           (11)             0        (67,082)
                                                           ------------   ------------   ------------   ------------   ------------
Net cash (used in)/provided by operating activities             (60,504)         3,966            967         (4,395)       (59,966)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                    (5,391)          (120)             0              0         (5,511)
   Proceeds from disposals                                          134              0              0              0            134
   Acquisition of California & Washington Company               (73,427)             0              0              0        (73,427)
   Proceeds from investment in CoBank                               459              0              0              0            459
                                                           ------------   ------------   ------------   ------------   ------------
Net cash used in investing activities                           (78,225)          (120)             0              0        (78,345)
                                                           ------------   ------------   ------------   ------------   ------------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                   74,500              0              0              0         74,500
   Payments on long-term debt                                      (675)             0              0              0           (675)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                                   (4,000)             0              0              0         (4,000)
   Payments on capital leases                                      (224)             0              0              0           (224)
   Dividends paid                                                     0         (3,428)          (967)         4,395              0
                                                           ------------   ------------   ------------   ------------   ------------
Net cash provided by/(used in) financing activities              69,601         (3,428)          (967)         4,395         69,601
                                                           ------------   ------------   ------------   ------------   ------------

Net change in cash and cash equivalents                         (69,128)           418              0              0        (68,710)

Cash and cash equivalents at beginning of period                 72,701            186              0              0         72,887
                                                           ------------   ------------   ------------   ------------   ------------
Cash and cash equivalents at end of period                 $      3,573   $        604   $          0   $          0   $      4,177
                                                           ============   ============   ============   ============   ============
</TABLE>


NOTE 10. OTHER MATTERS

Restructuring: In the first quarter of fiscal 2006, the Company recognized a
charge of $4.5 million for payments to be provided and incurred in conjunction
with the departure of the Company's former Chairman, President and Chief
Executive Officer.

Legal Matters: Birds Eye Foods is a party to various legal proceedings from time
to time in the normal course of its business. In the opinion of management, any
liability that the Company might incur upon the resolution of these proceedings
will not, in the aggregate, have a material adverse effect on the Company's
business, financial condition, or results of operations. Further, no such
proceedings are known to be contemplated by any governmental authorities. The
Company maintains general liability insurance coverage in amounts deemed to be
adequate by management.

                                       17


<PAGE>

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS


From time to time, Birds Eye Foods or persons acting on behalf of Birds Eye
Foods may make oral and written statements that may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995
(the "PSLRA") or by the Securities and Exchange Commission ("SEC") in its rules,
regulations, and releases. The Company desires to take advantage of the "safe
harbor" provisions in the PSLRA for forward-looking statements made from time to
time, including, but not limited to, the forward-looking information contained
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of this Form 10-Q Equivalent and other statements made in
this Form 10-Q Equivalent and in other filings with the SEC.

The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs, all of which could be affected by the uncertainties and risk factors
described below. The Company's actual results could differ materially from those
expressed or implied in the forward-looking statements. The risk factors that
could impact the Company include:

o    strong competition in the food industry, including competitive pricing;

o    changes in consumer demand;

o    consumer reaction to pricing actions and changes in promotion levels;

o    the effectiveness of marketing initiatives and shifts in market demand;

o    the impact of weather on the volume and quality of raw product;

o    fluctuations in the cost of supply chain elements, including energy and
     energy related costs;

o    the inherent risks in the marketplace associated with new product
     introductions, including uncertainties about trade and consumer acceptance;

o    the continuation of the Company's success in integrating operations
     (including the realization of anticipated synergies in operations and the
     timing of any such synergies), and the availability of acquisition and
     alliance opportunities;

o    the Company's ability to achieve gains in productivity and improvements in
     capacity utilization;

o    the Company's ability to service debt; and

o    economic conditions, including changes in inflation rates and interest
     rates.


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

The purpose of this discussion is to outline the significant reasons for
material changes in the Birds Eye Foods financial condition and results of
operations in the first quarter of fiscal 2006 as compared to the first quarter
of fiscal 2005. This section should be read in conjunction with Part I, Item 1.
Financial Statements of this Report.

Birds Eye Foods has three primary segments including: branded frozen, branded
dry, and non-branded. The majority of each of the segments' net sales are within
the United States as of September 24, 2005. In addition, all of the Company's
operating facilities are within the United States.

The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, C&W, Freshlike and McKenzie's. The
Company's branded dry family of products includes a wide variety of product
offerings, including fruit fillings and toppings (Comstock and Wilderness),
chili and chili ingredients (Nalley and Brooks), salad dressings (Bernstein's
and Nalley), and snacks (Tim's, Snyder of Berlin and Husman). Birds Eye Foods
also produces many products for the non-branded markets which include store
brand, food service and industrial markets. The Company's store brand products
include frozen vegetables, fruit fillings and toppings, chili products, and
other canned products. The Company's food service/industrial products include
frozen vegetables, salad dressings, mayonnaise, fruit fillings and toppings, and
chili products.

The following tables illustrate the results of operations by segment for the
three months ended September 24, 2005 and September 25, 2004:

                                       18



<PAGE>

Net Sales

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                   ---------------------------------------------
                                                       September 24,            September 25,
                                                           2005                     2004
                                                   --------------------     --------------------
                                                                 % of                     % of
                                                       $         Total           $        Total
                                                   ---------    -------     ---------   --------
<S>                                                     <C>        <C>           <C>        <C>
Branded frozen                                          77.9       39.6          63.1       35.6
Branded dry                                             47.9       24.4          45.6       25.7
Non-branded                                             70.9       36.0          68.6       38.7
                                                   ---------    -------     ---------   --------
     Total                                             196.7      100.0         177.3      100.0
                                                   =========    =======     =========   ========
</TABLE>


Operating Income

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                             ---------------------------------------
                                                             September 24,            September 25,
                                                                   2005                    2004
                                                             ---------------          --------------
<S>                                                             <C>                     <C>
Branded frozen                                                  $   6.6                 $    4.2
Branded dry                                                         7.0                      6.9
Non-branded                                                        (5.7)                    (5.1)
                                                                --------                ---------
     Subtotal                                                       7.9                      6.0
Restructuring (1)                                                  (4.5)                     0.0
                                                                --------                --------
     Total                                                      $   3.4                 $    6.0
                                                                 ======                  =======
</TABLE>

(1)  Represents a restructuring charge which is not allocated to individual
     segments. This item is excluded from the Company's evaluation of segment
     performance. See NOTE 10 to the "Notes to the Consolidated Financial
     Statements" for additional disclosures regarding the Company's
     restructuring activity.

EBITDA (1)

The following table sets forth continuing segment EBITDA (defined as loss from
continuing operations plus interest, taxes, depreciation and amortization) for
the three months ended September 24, 2005 and September 25, 2004. EBITDA is an
additional measure used by the Company to evaluate the operating performance of
its segments, and is a primary measure used internally by management to manage
the business. EBITDA is also a primary measure used externally by the Company's
investor and lenders to ensure consistent comparability of operating results.
EBITDA should, however, be considered in addition to, and not as a substitute
for or superior to operating income, net income, cash flows from operating
activities, and other measures of financial performance prepared in accordance
with accounting principles generally accepted in the United States ("GAAP"). As
EBITDA is not a measure of performance calculated in accordance with GAAP, this
measure may not be comparable to similarly titled measures employed by other
companies.

                                       19



<PAGE>


(Dollars in Millions)
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                --------------------------------------------
                                                                    September 24,            September 25,
                                                                        2005                    2004
                                                                --------------------    --------------------
                                                                              % of                    % of
                                                                    $         Total        $          Total
                                                                ---------    --------   --------     ------
<S>                                                                 <C>        <C>          <C>       <C>
Branded frozen                                                       8.7        91.6         5.9       50.4
Branded dry                                                          7.9        83.2         7.8       66.7
Non-branded                                                         (2.6)      (27.4)       (2.0)     (17.1)
Restructuring (2)                                                   (4.5)      (47.4)        0.0        0.0
                                                                ---------    --------   --------     ------
   Continuing segment EBITDA                                         9.5       100.0        11.7      100.0
                                                                             =======                 ======
Reconciliation of EBITDA from continuing
   operations to net income:
Depreciation and amortization                                       (6.1)                   (5.7)
                                                                ---------               --------
Operating income                                                     3.4                     6.0
Interest expense                                                    (7.8)                   (6.4)
Tax benefit                                                          1.7                     0.2
Discontinued operations, net of tax                                 (0.3)                    0.0
                                                                ---------               --------
Net loss                                                            (3.0)                   (0.2)
                                                                =========               =========
</TABLE>

(1)  Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
     is defined as loss from continuing operations plus interest, taxes,
     depreciation, and amortization.

(2)  Represents a restructuring charge which is not allocated to individual
     segments. This item is excluded from the Company's evaluation of segment
     performance. See NOTE 10 to the "Notes to the Consolidated Financial
     Statements" for additional disclosures regarding the Company's
     restructuring activity.


       CHANGES FROM FIRST QUARTER FISCAL 2005 TO FIRST QUARTER FISCAL 2006

Net Sales: Net sales for the fiscal 2006 period were $196.7 million, an increase
of $19.4 million, or 10.9 percent, as compared to net sales of $177.3 million in
the fiscal 2005 period. The increase is associated with a $14.8 million
improvement within the branded frozen segment primarily as a result of the
acquisition of California & Washington Company ("C&W") on September 23, 2004.
In addition, the Company's Birds Eye Voila! product line benefited from prior
restage efforts and expanded distribution in alternate channels. The "Segment
Review" below outlines further details.

Gross Profit: Gross profit in the fiscal 2006 period increased $0.9 million or
2.6 percent to $35.3 million as compared to $34.4 million for the fiscal 2005
period while gross profit margin decreased to 18.0 percent from 19.4 percent.
The decrease in gross profit margin is mainly due to increased product, fuel and
benefit costs. To offset these increasing costs and restore margins, the Company
will continue to focus on cost-saving efforts in its production and
administrative areas.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2006 period have decreased $0.9 million to $27.5
million, as compared to $28.4 million in the fiscal 2005 period or 3.2 percent.
The Company benefited from reductions in overhead as a result of restructuring
activities initiated in the fourth quarter of fiscal 2005. In addition, costs
incurred in the first quarter of fiscal 2005 associated with packaging changes
and various consumer events were not repeated in the first quarter of fiscal
2006.

Restructuring: In the first quarter of fiscal 2006, the Company recognized a
charge of $4.5 million for payments to be provided and incurred in conjunction
with the departure of the Company's former Chairman, President and Chief
Executive Officer.

Operating Income: Operating income for the fiscal 2006 period was $3.4 million,
a decrease of $2.6 million as compared to $6.0 million in the fiscal 2005
period. The decline is attributable to those factors discussed above. The
branded frozen and branded dry segments increased $2.4 million and $0.1 million,
respectively, and the non-branded segment declined $0.6 million. Significant
variances are highlighted below in the "Segment Review".

Interest Expense: Interest expense for the fiscal 2006 period was $7.8 million
compared to $6.4 million in the fiscal 2005 period. Interest expense was
unfavorably impacted by higher general interest rates.

Tax Benefit: The benefit for income taxes in the first quarter of fiscal 2006
was $1.7 million compared to a benefit for income taxes of $0.2

                                       20

<PAGE>

million in the fiscal 2005 period. The variance in these amounts is impacted by
the change in the pretax loss. The Company has not experienced any significant
change in its consolidated effective tax rate.

Discontinued Operations, net of tax: On August 23, 2005, Birds Eye Foods entered
into and completed transactions under a Stock Purchase Agreement (the "Sale
Agreement") with Congelados Don Jose S.P.R. de R.L. ("CDJ") pursuant to which
CDJ acquired a manufacturing facility in Celaya, Mexico utilized by Birds Eye
Foods for the production of various frozen vegetables. The transactions included
the sale of the stock of Birds Eye de Mexico, S.A. de C.V. ("BEMSA"), a wholly
owned subsidiary of Birds Eye Foods and BEMSA Holding, Inc., and all of the
equipment of Birds Eye Foods located at the BEMSA facility in Celaya, Mexico. In
the fourth quarter of fiscal 2005, the Company designated BEMSA and all of the
equipment located at the Celaya, Mexico plant as held-for-sale assets and
adjusted the carrying value to fair value less the estimated costs to sell, and
recorded an impairment charge of $1.6 million (after-tax). The final accounting
for the sale as of the closing date resulted in an additional impairment charge
of $0.3 million (after-tax) in the first quarter of fiscal 2006.

Net Loss: Net loss for the fiscal 2006 period was $3.0 million compared to a net
loss of $0.2 million in the fiscal 2005 period. The variance is the result of
the factors outlined above.

                                 Segment Review

A detailed accounting of the significant reasons for changes in net sales and
operating income by segment is outlined below.

Branded Frozen: Branded frozen net sales were $77.9 million in the fiscal 2006
period, a net increase of $14.8 million or 23.5 percent as compared to net sales
of $63.1 million for the fiscal 2005 period. Operating activity associated with
the Company's acquisition of C&W benefited these results along with a net sales
improvement of $6.3 million within the Company's Birds Eye Voila! product line.
The Company also continues to address volume softness within its Birds Eye
vegetable product categories as a result of price gaps and competitive
activities. Management believes a more effective utilization of its promotional
trade dollars along with a focused response to the consumers' increasing
interest in health, nutrition and convenience will drive improvements in future
periods.

The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is limited,
however, as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 2.7 percent for the 12-week period
ending September 11, 2005. The Company's branded market share (including C&W for
all periods) on a unit basis at September 11, 2005 was 17.4 percent compared to
19.3 percent at September 12, 2004. The bagged meal category for the 12-week
period ending September 11, 2005 increased 14.4 percent on a unit basis. Market
share on a unit basis for the Company's Birds Eye Voila! skillet meal product
offering for the 12-week period ending September 11, 2005 was 17.6 percent
compared to 21.3 percent for the 12-week period ending September 12, 2004. The
inclusion of new entries into the bagged meal category have resulted in negative
comparisons for existing brands on a unit share basis.

Branded frozen operating income increased $2.4 million or 57.1 percent from $4.2
million in the fiscal 2005 period to $6.6 million in the fiscal 2006 period. The
improvements in volume highlighted above along with reductions in spending
associated with packaging changes and various consumer events in the first
quarter of fiscal 2005 account for the variance. The branded frozen segment
continues to face challenges from increased product, fuel and employee benefit
costs and other inflationary pressures.

Branded Dry: Branded dry net sales were $47.9 million for the fiscal 2006
period, an increase of $2.3 million or 5.0 percent as compared to net sales of
$45.6 million for the fiscal 2005 period. The increase was primarily
attributable to the continued expansion of the Company's snack food business in
the states of California and Washington through its Tim's Cascade Style Potato
Chip product line.

Operating income for the branded dry segment was $7.0 million for the fiscal
2006 period, as compared to the prior year operating income of $6.9 million for
the fiscal 2005 period. While the Company's operating income directly benefited
from the increase in net sales, higher product costs negatively impacted
earnings.

Non-branded: Non-branded net sales were $70.9 million for the fiscal 2006
period, an increase of $2.3 million or 3.4 percent as compared to $68.6 million
in the fiscal 2005 period. Volume increases resulting from new business account
for the growth in net sales. Non-branded operating income showed a loss of $5.7
million for the fiscal 2006 period, a $0.6 million decline as compared to an
operating loss of $5.1 million for the fiscal 2005 period. The decline in
operating income is attributable to the increase in product cost consistent with
that experienced in the Company's other operating segments.


                                       21


<PAGE>


As highlighted above, IRI data does not track the Company's non-branded or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share (including
C&W for all periods) on a unit basis in the frozen vegetable category for the
12-week period ending September 11, 2005 was 30.2 percent compared to 31.6
percent for the 12-week period ending September 12, 2004.

                         LIQUIDITY AND CAPITAL RESOURCES

The following discussion highlights the major variances in the Unaudited
Consolidated Statement of Cash Flows for the three months ended September 24,
2005 compared to the three months ended September 25, 2004.

Given the seasonal nature of the Company's crop intake for use in year-round
production of its products, Birds Eye Foods generates significant negative cash
flow from operations in the first quarter of each fiscal year. Net cash used in
operating activities for the fiscal 2005 period was $64.6 million as compared to
net cash used in operating activities of $60.0 million for the fiscal 2005
period, representing an increase in cash used of $4.6 million. The increase in
cash used was primarily attributable to a voluntary contribution of $10.9
million made by the Company to its pension plan in the first quarter of fiscal
2006. See NOTE 7 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding pension benefits. This cash utilization was
offset by the timing of the liquidation of outstanding balances of accounts
payable and other accrued liabilities.

Net cash used in investing activities for the fiscal 2006 period was $0.4
million, as compared to net cash used in investing activities of $78.3 million
for the fiscal 2005 period. On September 23, 2004, the Company completed the
acquisition of California & Washington Company ("C&W"), which accounted for the
majority of the variance in cash used for investing activities. The acquisition
of C&W was financed by borrowings on the Revolving Credit Facility defined
below. See NOTE 2 to "the Notes to Consolidated Financial Statements" for
additional disclosure of the acquisition of C&W. Capital expenditures were $3.5
million for the 2006 period compared to $5.5 million in the prior year period.
The purchase of property, plant and equipment was for general operating purposes
and is considered adequate to maintain its facility in proper working order.

Net cash provided by financing activities for the fiscal 2006 period was $33.5
million, as compared to net cash provided by financing activities of $69.6
million in the fiscal 2005 period, representing a change in cash inflows of
$36.1 million. This change was primarily driven by net proceeds from the
Revolving Credit Facility to finance the acquisition of C&W during the first
quarter of fiscal 2005, offset by lower working capital borrowings on the
Revolving Credit Facility in the fiscal 2005 period due to a higher beginning of
year cash balance. The Company's borrowings on its Revolving Credit Facility
during the first quarter of fiscal 2006 were used in the ordinary course of
business.

Senior Credit Facility: In connection with the August 19, 2002 Transaction,
Birds Eye Foods and certain of its subsidiaries entered into a senior secured
credit facility (the "Senior Credit Facility") in the amount of $470.0 million
with a syndicate of banks and other lenders arranged and managed by JPMorgan
Chase Bank ("JPMorgan Chase Bank"), as administrative and collateral agent. The
Senior Credit Facility is comprised of (i) a $200.0 million senior secured
revolving credit facility (the "Revolving Credit Facility") and (ii) a $270.0
million senior secured B term loan (the "Term Loan Facility"). The Revolving
Credit Facility matures in August 2007, and allows up to $40.0 million to be
available in the form of letters of credit.

As of September 24, 2005, (i) there were $38.4 million of cash borrowings
outstanding under the Revolving Credit Facility, (ii) there were $23.2 million
in letters of credit outstanding, and therefore (iii) availability under the
Revolving Credit Facility was $138.4 million. The Company believes that the cash
flow to be generated by operations and the amounts available under the Revolving
Credit Facility provide adequate liquidity to fund working capital needs and
expenditures.

The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement ("Senior Credit Agreement"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
For the quarter ended September 24, 2005, the Senior Credit Facility bears
interest in the case of base rate loans at the Base Rate, as defined in the
Senior Credit Agreement, plus (i) 1.00 percent for loans under the Revolving
Credit Facility, and (ii) 1.75 percent for loans under the Term Loan Facility or
in the case of LIBOR loans at LIBOR plus (i) 2.00 percent for loans under the
Revolving Credit Facility and (ii) 2.75 percent for loans under the Term Loan
Facility. As of September 24, 2005, the interest rate under the Term Loan
Facility was approximately 6.42 percent. The initial unused commitment fee is
0.375 percent on the daily average unused commitment under the Revolving Credit
Facility and also varies based on the Company's Consolidated Leverage Ratio. As
of September 24, 2005, the interest rate under the Revolving Credit Facility was
approximately 5.74 percent. Based on the Company's Consolidated Leverage Ratio,
effective October 14, 2005, interest on the Revolving Credit Facility in the
case of base rate loans will be base rate plus 1.25 percent and in the case of
LIBOR loans will be LIBOR plus 2.25 percent.

                                       22


<PAGE>


The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64.1 million. The Term Loan Facility matures in August 2008 upon
which the balance will be due. The Term Loan Facility is also subject to
mandatory prepayments under various scenarios as defined in the Senior Credit
Agreement. There was no "excess cash flow" or other such scenarios for the year
ended June 25, 2005 requiring prepayments under the Term Loan Facility.

As of September 24, 2005, the Company is in compliance with all covenants,
restrictions, and requirements under the terms of the Senior Credit Facility.

The Company's obligations under the Senior Credit Facility are collateralized by
a first priority lien on: (i) substantially all existing or after-acquired
assets, tangible or intangible, (ii) the capital stock of Birds Eye Foods and
its domestic subsidiaries, and (iii) 65% of the voting capital stock and 100% of
the non-voting capital stock in certain foreign subsidiaries. The Company's
obligations under the Senior Credit Facility are guaranteed by Birds Eye
Holdings Inc. and certain of the Company's subsidiaries. See NOTE 9 to the
"Notes to Consolidated Financial Statements" for additional disclosures
regarding guarantees and indemnifications.

Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. As of September 24, 2005,
Birds Eye Foods had outstanding $50.0 million of its $200.00 million 11 7/8
percent Senior Subordinated Notes (the "Notes"), due 2008.

Interest on the Notes accrues at the rate of 11 7/8 percent per annum and is
payable semiannually in arrears on May 1 and November 1.

The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Company's
obligations under the Notes are guaranteed by Kennedy Endeavors, Incorporated
and Linden Oaks Corporation (wholly-owned subsidiaries of the Company) and by
Pro-Fac. See NOTE 9 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding guarantees and indemnifications.

As of September 24, 2005, the Company is in compliance with all covenants,
restrictions, and requirements under the Notes.

The Company, principal shareholders, or their affiliates may, from time-to-time,
enter the market to purchase or sell Senior Subordinated Notes in compliance
with any applicable securities laws.

Off-Balance Sheet Arrangements and Other Commitments: The Company does not have
material financial guarantees or other contractual commitments that are
reasonably likely to adversely affect liquidity.

                          CRITICAL ACCOUNTING POLICIES

The preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts.
The estimates and assumptions are evaluated on a regular basis and are based on
historical experience and on various other factors that are believed to be
reasonable. Estimates and assumptions include, but are not limited to: trade
accounts receivable, inventories, identifiable intangible assets, long-lived
assets, goodwill, self-insurance programs, promotional activities, income taxes
and retirement benefits.

The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the consolidated financial statements,
although not inclusive.

Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance in their entirety are those accounts
that have filed for bankruptcy, or been sent to collections, and any other
accounts management believes are not collectible based on historical losses. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts.

Inventories: Under the first-in, first-out ("FIFO") method, the cost of items
sold is based upon the cost of the first such items produced. As a result, the
last such items produced remain in inventory and the cost of these items are
used to reflect ending inventory. The Company prices its inventory at the lower
of cost or market value on the FIFO method.

A reserve is established for the estimated aged surplus, spoiled or damaged
products, and discontinued inventory items and components. The amount of the
reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in

                                       23


<PAGE>


materially different amounts for this reserve.

Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets and long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of the underlying asset may not be recoverable. Certain factors which may
occur and indicate that an impairment exists include, but are not limited to:
significant under performance relative to historical or projected future
operating results; significant changes in the manner of the Company's use of the
underlying assets; and significant adverse industry or market trends. The
Company tests goodwill for impairment on an annual basis. In the event that the
carrying values of assets are determined to be impaired, the Company would
record an adjustment to the respective carrying value.

Self-insurance Programs: The Company records estimates for certain health and
welfare and workers' compensation costs that are provided for under self-insured
programs. Should a greater amount of claims occur compared to what was estimated
or should costs of medical care increase beyond what was anticipated, reserves
recorded may not be sufficient and additional costs could be incurred.

Promotional Activities: The Company's promotional activities are conducted
either through the retail trade channel or directly with consumers and involve
in-store displays; feature price discounts on the Company's products; and
similar activities. The costs of these activities are generally recognized at
the time the related revenue is recorded, which normally precedes the actual
cash expenditure. The recognition of these costs therefore requires management's
judgment regarding the volume of promotional offers that will be redeemed by
either the retail trade channel or consumer. These estimates are made using
various techniques including historical data on performance of similar
promotional programs. Differences between estimated expense and actual
redemptions are normally insignificant and recognized as a change in management
estimate in a subsequent period. However, the likelihood exists of materially
different reported results if different assumptions or conditions were to
prevail.

Income Taxes: The Company computes its annual tax rate based on the statutory
rates and tax planning opportunities available to it in the various
jurisdictions in which it earns income. Significant judgment is required in
determining the Company's annual tax rate and in evaluating its tax positions.
The Company establishes reserves when it becomes probable that a tax return
position that it considers supportable may be challenged and that the Company
may not succeed in completely defending the challenge. The Company adjusts these
reserves in light of changing facts and circumstances. The Company's annual tax
rate includes the impact of reserve provisions and changes to reserves. While it
is often difficult to predict the final outcome or the timing of resolution of
any particular tax matter, the Company believes that its reserves reflect the
probable outcome of known tax contingencies. Favorable resolution would be
recognized as a reduction to the Company's annual tax rate in the year of
resolution. The Company's tax reserves are presented in the balance sheet
principally within income taxes refundable and income taxes payable.

The Company records valuation allowances to reduce deferred tax assets to the
amount that is more likely than not to be realized. When assessing the need for
valuation allowances, the Company considers future taxable income and ongoing
prudent and feasible tax planning strategies. Should a change in circumstances
lead to a change in judgment about the realizability of deferred tax assets in
future years, the Company would adjust related valuation allowances in the
period that the change in circumstances occurs, along with a corresponding
increase or charge to income.

Retirement Benefits: The Company sponsors pension and other retirement plans in
various forms covering employees who meet eligibility requirements. Several
statistical and other factors that attempt to anticipate future events are used
in calculating the expense and liability related to the plans. These factors
include assumptions about the discount rate, expected return on plan assets and
rate of future compensation increases as determined by the Company with the
assistance of actuarial consultants, within certain guidelines. The discount
rate assumptions used to value pension and postretirement benefit obligations
reflect yields on high quality long-term bonds.

Over time, the expected rate of return on pension plan assets should approximate
the actual long-term returns. In developing the expected rate of return, the
Company considers expected returns on risk-free investments (primarily
government bonds), the historical level of the risk premium associated with the
other asset classes in which the portfolio is invested and the expectations for
future returns of each asset class. The expected return for each asset class is
weighted based on the target asset allocation to develop the expected long-term
rate of return on assets assumption.

In addition, the Company's actuarial consultants also use subjective factors
such as mortality rates to estimate the expense and liability related to these
plans. The actuarial assumptions used by the Company may differ materially from
actual results due to changing market and economic conditions, or longer or
shorter life spans of participants. These differences may result in a
significant impact to the amount of pension expense recorded by the Company.



                                       24


<PAGE>

                                  OTHER MATTERS


Weather conditions can impact product costs within most segments of the
business. Favorable weather conditions can produce high crop yields and an
oversupply situation, while excessive rain or drought conditions can produce low
crop yields and a shortage situation. The utilization of the Company's
facilities is directly correlated to the timing of crop harvests and crop
yields. Poor weather conditions hurt crop yields and result in uneven crop
delivery cycles that increase production costs. In addition, pricing can be
impacted by crop size and yields and the overall national supply. The Company
believes that its geographic diversification helps mitigate these risks.

                            MARKET AND INDUSTRY DATA

Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-Q Equivalent was derived from industry sources believed
by the Company to be reliable including information provided by Information
Resources, Inc. Consultants' reports and industry publications generally state
that the information contained therein has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is
not guaranteed. The Company has not independently verified such data and makes
no representation to its accuracy.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company, as a result of its operating and financing activities, is exposed
to changes in certain commodity prices and interest rate fluctuations, which may
adversely affect its results of operations and financial position. In seeking to
minimize the risks and/or costs associated with such activities, the Company may
enter into derivative contracts. Certain of the Company's derivative financial
instruments are reported in the Company's Annual Report on Form 10-K Equivalent
for the year ended June 25, 2005. No material changes have occurred in these
instruments which would require additional disclosure in answer to this item.

ITEM 4.       CONTROLS AND PROCEDURES.

Birds Eye Foods management, with the participation of Birds Eye Foods' Principal
Executive Officer and Principal Financial Officer, evaluated the effectiveness
of the design and operation of Birds Eye Foods' disclosure controls and
procedures (as defined in Rule 15d - 15(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")). Based on that evaluation, Birds Eye
Foods' Principal Executive and Principal Financial Officers concluded that Birds
Eye Foods' disclosure controls and procedures as of September 24, 2005 (the end
of the period covered by this Report) have been designed and are functioning
effectively to provide reasonable assurance that the information required to be
disclosed by Birds Eye Foods in reports filed or submitted by it under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes to Birds Eye Foods' internal control over financial
reporting identified that occurred during the quarter ended September 24, 2005
that have materially affected or are reasonably likely to materially affect
Birds Eye Foods' internal control over financial reporting.


                                       25


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

Information about any material developments that may have occurred since June
25, 2005 is described in NOTE 10, "Other Matters - Legal Matters", under "Notes
to Consolidated Financial Statements" in Part I, Item 1. of this Form 10-Q
Equivalent and is incorporated herein by reference in answer to this item.

ITEM 5.       OTHER INFORMATION.

On November 1, 2005, Birds Eye Foods and Dennis M. Mullen, former Chairman,
President Chief Executive Officer and Principal Executive Officer of Birds Eye
Foods, entered into a Separation and General Release Agreement (the "Separation
Agreement"), made as of September 30, 2005, that outlines the payments and
benefits to be provided to Mr. Mullen in connection with his departure from
Birds Eye Foods (as previously reported in a Form 8-K filed on September 9,
2005).

Under the Separation Agreement, and in accordance with the Salary Continuation
Agreement dated August 22, 2001 between Mr. Mullen and Birds Eye Foods, for a
period of two years, Mr. Mullen will be paid an annual amount equal to $834,000,
payable in monthly pro rata installments, less applicable taxes, and may
participate in the health, life and disability insurance benefit plans of Birds
Eye Foods. The Separation Agreement amends Birds Eye Foods' Supplemental
Executive Retirement Agreement, dated July 1, 2000, with Mr. Mullen, so as to
provide Mr. Mullen with full retirement benefits as outlined in the Supplemental
Executive Retirement Agreement beginning January 1, 2009. The Separation
Agreement also requires Mr. Mullen to maintain the confidentiality of certain
information about Birds Eye Foods and its affiliates; continues Mr. Mullen's
obligations as to non-competition and non-solicitation; and provides that Mr.
Mullen will provide Birds Eye Foods with certain consulting services, at Birds
Eye Foods' discretion, for a period of two years or some shorter period as
determined by Birds Eye Foods. In the first quarter of fiscal 2006, the Company
recognized a charge of $4.5 million for payments to be provided and incurred in
conjunction with the departure of the Company's former Chairman, President and
Chief Executive Officer.


ITEM 6.       EXHIBITS.

     Exhibits

<TABLE>
<CAPTION>
         Exhibit Number                                                  Description
         --------------      ------------------------------------------------------------------------------------------------------
<S>                          <C>
              31.1           Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
                             of the Principal Executive Officer (filed herewith).

              31.2           Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
                             of the Principal Financial Officer (filed herewith).

              10.1           Separation and General Release Agreement between Birds Eye Foods, Inc. and Dennis M. Mullen (filed
                             herewith).
</TABLE>


                                       26


<PAGE>



                                   SIGNATURES


The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                                   BIRDS EYE FOODS, INC.



Date:       November 4, 2005             By:/s/        Earl L. Powers
     ---------------------------------      --------------------------------
                                                       EARL L. POWERS
                                                EXECUTIVE VICE PRESIDENT and
                                                 CHIEF FINANCIAL OFFICER and
                                                          SECRETARY
                                             (On Behalf of the Registrant and as
                                                 Principal Financial Officer
                                              and Principal Accounting Officer)