<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 25, 2004

                                       OR

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

               For the transition period from ________ to ________

                              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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of November 5, 2004.

                              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.

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


                               Page 1 of 27 Pages




<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                                  Three Months Ended   Three Months Ended
                                                  September 25, 2004   September 27, 2003
                                                  ------------------   ------------------
<S>                                                   <C>                  <C>
Net sales                                             $ 177,344            $ 189,667
Cost of sales                                          (142,990)            (148,413)
                                                      ---------            ---------
Gross profit                                             34,354               41,254
Selling, administrative, and general expense            (28,364)             (26,342)
                                                      ---------            ---------
Operating income                                          5,990               14,912
Interest expense                                         (6,356)             (10,243)
                                                      ---------            ---------
Pretax (loss)/income from continuing operations            (366)               4,669
Tax benefit/(provision)                                     146               (1,869)
                                                      ---------            ---------
(Loss)/Income before discontinued operations               (220)               2,800
Discontinued operations, net of tax                           0                   72
                                                      ---------            ---------
Net (loss)/income                                          (220)               2,872

Accumulated earnings at beginning of period              52,623               20,756
                                                      ---------            ---------
Accumulated earnings at end of period                 $  52,403            $  23,628
                                                      =========            =========

Net (loss)/income                                     $    (220)           $   2,872
Other comprehensive income/(loss):
   Unrealized gain/(loss) on hedging activity,
     net of taxes                                           145                 (521)
                                                      ---------            ---------
Comprehensive (loss)/income                           $     (75)           $   2,351
                                                      =========            =========

Accumulated other comprehensive loss
  at beginning of period                              $ (11,530)           $ (10,909)
   Unrealized gain/(loss) on hedging activity,
     net of taxes                                           145                 (521)
                                                      ---------            ---------
Accumulated other comprehensive loss
  at end of period                                    $ (11,385)           $ (11,430)
                                                      =========            =========

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


                                        2




<PAGE>


Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                               September 25,   June 26,
                                                                                    2004         2004
                                                                               -------------   --------
<S>                                                                              <C>           <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                                      $  4,177     $ 72,887
   Accounts receivable trade, net of allowances for doubtful accounts               69,280       63,319
   Accounts receivable, other                                                        9,238        2,271
   Inventories, net                                                                270,409      181,083
   Current investment in CoBank                                                      1,117        1,477
   Prepaid manufacturing expense                                                         0       11,706
   Prepaid expenses and other current assets                                        10,969       11,327
   Assets held for sale                                                              3,064        6,848
   Current deferred tax asset                                                        9,047        9,047
                                                                                  --------     --------
         Total current assets                                                      377,301      359,965
Investment in CoBank                                                                 1,003        1,102
Property, plant and equipment, net                                                 201,593      197,845
Goodwill                                                                            35,586       35,586
Trademarks and other intangible assets, net                                        234,567      164,123
Other assets                                                                        18,912       20,266
Note receivable due from Pro-Fac Cooperative, Inc.                                   1,006        1,086
                                                                                  --------     --------
         Total assets                                                             $869,968     $779,973
                                                                                  ========     ========
                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current portion of obligations under capital leases                            $    900     $    851
   Current portion of long-term debt                                                 2,700        2,700
   Current portion of Termination  and Transitional Services Agreements with
      Pro-Fac Cooperative, Inc.                                                      9,223        9,220
   Accounts payable                                                                 75,007       76,696
   Income taxes payable                                                              1,390        1,241
   Accrued interest                                                                  3,385        1,153
   Accrued employee compensation                                                     8,223       10,029
   Other accrued liabilities                                                        50,836       38,689
   Growers payable due to Pro-Fac Cooperative, Inc.                                 16,656        7,783
                                                                                  --------     --------
         Total current liabilities                                                 168,320      148,362
Obligations under capital leases                                                     2,882        3,028
Long-term debt                                                                     375,331      301,592
Long-term portion of Termination and Transitional Services Agreements with
      Pro-Fac Cooperative, Inc.                                                     13,395       16,830
Other non-current liabilities                                                       59,897       59,943
Non-current deferred tax liability                                                   6,371        6,371
                                                                                  --------     --------
         Total liabilities                                                         626,196      536,126
                                                                                  --------     --------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01; 11,000 shares
      authorized, issued and outstanding                                                 0            0
   Additional paid-in capital                                                      202,754      202,754
   Accumulated earnings                                                             52,403       52,623
   Accumulated other comprehensive income/(loss):
      Unrealized gain on hedging activity                                              362          217
      Minimum pension liability adjustment                                         (11,747)     (11,747)
                                                                                  --------     --------
         Total shareholder's equity                                                243,772      243,847
                                                                                  --------     --------
         Total liabilities and shareholder's equity                               $869,968     $779,973
                                                                                  ========     ========
</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 25,   September 27,
                                                                                               2004            2003
                                                                                          -------------   -------------
<S>                                                                                         <C>             <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                                                        $   (220)       $  2,872
   Adjustments to reconcile net (loss)/income to net cash used in operating activities-
         Amortization of certain intangible assets                                               445             462
         Depreciation                                                                          5,230           5,594
         Amortization of debt issue costs, amendment costs, and debt premiums                  1,801           1,687
         Gain on Sale of Assets                                                                  (69)              0
         Transitional Services Agreement with Pro-Fac Cooperative, Inc.                          (71)           (131)
   Change in assets and liabilities:
      Accounts receivable                                                                     (9,104)        (12,566)
      Inventories and prepaid manufacturing expense                                          (74,348)        (63,453)
      Income taxes refundable                                                                     15           3,092
      Accounts payable and other accrued liabilities                                           6,106          23,772
      Due to Pro-Fac Cooperative, Inc., net                                                    8,952           6,770
      Other assets and liabilities, net                                                          663           2,178
                                                                                            --------        --------
Net cash used in operating activities                                                        (60,600)        (29,723)
                                                                                            --------        --------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                  (4,877)         (7,562)
   Proceeds from disposals                                                                       134           1,971
   Investment in California & Washington Company                                             (73,427)              0
   Proceeds from investment in CoBank                                                            459             821
   Issuance of note receivable to Pro-Fac Cooperative, Inc., net                                   0            (300)
                                                                                            --------        --------
Net cash used in investing activities                                                        (77,711)         (5,070)
                                                                                            --------        --------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                                                74,500               0
   Birds Eye Holdings, Inc. redemption, net                                                        0             (51)
   Payments on long-term debt                                                                   (675)        (14,112)
   Payments on Termination Agreement with Pro-Fac Cooperative, Inc.                           (4,000)         (4,000)
   Payments on capital leases                                                                   (224)           (126)
                                                                                            --------        --------
   Net cash provided by/(used in) financing activities                                        69,601         (18,289)
                                                                                            --------        --------
Net change in cash and cash equivalents                                                      (68,710)        (53,082)
Cash and cash equivalents at beginning of period                                              72,887         153,756
                                                                                            --------        --------
Cash and cash equivalents at end of period                                                  $  4,177        $100,674
                                                                                            ========        ========

Supplemental disclosure of cash flow information:
   Acquisition of California & Washington Company
      Accounts receivable                                                                   $  3,822
      Inventories                                                                              3,230
      Prepaid expenses and other current assets                                                   21
      Trademarks and other intangible assets                                                  70,889
      Accounts payable                                                                        (1,724)
      Accrued employee compensation                                                             (175)
      Other accrued liabilities                                                               (2,636)
                                                                                            --------
                                                                                            $ 73,427
                                                                                            ========
</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. 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, excluding one in Mexico, are within the
United States.

The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated as of June
20, 2002 (the "Unit Purchase Agreement"), by and among Pro-Fac Cooperative,
Inc., a New York agricultural cooperative ("Pro-Fac"), Birds Eye Foods, at the
time a New York corporation and a wholly-owned subsidiary of Pro-Fac, and
Vestar/Agrilink Holdings LLC, a Delaware limited liability company
("Vestar/Agrilink Holdings"), Vestar/Agrilink Holdings and its affiliates
indirectly acquired control of the Company.

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
25, 2004 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 26, 2004.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.

Reclassification: Certain items for fiscal 2004 have been reclassified to
conform with the current period presentation.

New Accounting Pronouncements: In May 2004, the Financial Accounting Standards
Board ("FASB") issued Staff Position No. 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003" ("FSP 106-2"), 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 beginning
after June 15, 2004. See NOTE 8 to the "Notes to Consolidated Financial
Statements".

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 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. The Company's allowance for doubtful accounts is
approximately $1.3 million at September 25, 2004, and $1.0 million at June 26,
2004.

NOTE 2. ACQUISITION OF CALIFORNIA & WASHINGTON COMPANY

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").

C&W is the premier marketer of frozen vegetables and fruits in the Western
United States, with number one 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.
Annual net sales of C&W are approximately $40.0 million.


                                        5




<PAGE>


The Acquisition was accounted for under the purchase method of accounting in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations". Under purchase accounting, the Company will allocate
the purchase price to the tangible and identifiable intangible assets acquired
and liabilities assumed based on the estimated fair values at the date of
acquisition. The valuations and other studies which will provide the basis for
such an allocation have not progressed to a stage where there is sufficient
information to make a final allocation in the accompanying financial statements.
Accordingly, the purchase accounting adjustments made in the accompanying
financial statements are preliminary. The preliminary allocation of the purchase
price is presented in the Consolidated Statement of Cash Flows as a supplemental
disclosure. Once an allocation is determined, in accordance with GAAP, any
remaining excess of purchase price over net assets acquired will be adjusted
through goodwill.

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.

NOTE 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Discontinued Operations:

On May 1, 2004, the Company sold its Freshlike canned vegetable business to the
Allen Canning Company. This sale did not impact frozen products carrying the
Freshlike brand name. The Company recognized a gain of approximately $3.8
million (after-tax) within discontinued operations in the fourth quarter of
fiscal 2004 from this transaction.

The implementation of SFAS No. 144 resulted in the classification and separate
financial presentation of the Freshlike canned vegetable business as a
discontinued operation and its operations are, therefore, excluded from
continuing operations. All prior period Statements of Operations have been
reclassified to reflect the discontinuance of the Freshlike canned vegetable
business.

The operating results of businesses classified as discontinued operations in the
Statement of Operations are summarized as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                            Three Months Ended
                                      -----------------------------
                                      September 25,   September 27,
                                           2004            2003
                                      -------------   -------------
<S>                                         <C>           <C>
Net Sales                                   $0            $2,885
                                            ==            ======

Income before income taxes                  $0            $  118
Income tax provision                         0               (46)
                                            --            ------
Discontinued operations, net of tax         $0            $   72
                                            ==            ======
</TABLE>

Assets Held for Sale:

Having met the criteria outlined in SFAS No. 144, properties in Barker, New
York; Red Creek, New York; Enumclaw, Washington; Sodus, Michigan; and
Cincinnati, Ohio are classified as assets held for sale on the Company's
Consolidated Balance Sheet as of September 25, 2004. The Company is actively
marketing these properties for sale.

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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                     September 25,   June 26,
                                          2004         2004
                                     -------------   --------
<S>                                      <C>          <C>
Property, plant and equipment, net       $3,064       $6,848
                                         ------       ------
   Total                                 $3,064       $6,848
                                         ======       ======
</TABLE>

On August 27, 2004, the Company sold its facility located in Alton, New York for
$0.1 million. No significant gain or loss was recognized as a result of the
disposition of this facility. This facility had previously been recorded as held
for sale.

In accordance with SFAS No. 144, and during the quarter ended September 25,
2004, the Company reclassified the Green Bay, Wisconsin manufacturing facility
to assets held and used as disposition of the location within one year is no
longer likely.


                                        6




<PAGE>


NOTE 4. AGREEMENTS WITH PRO-FAC

In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:

(i) Termination Agreement. Pro-Fac and Birds Eye Foods entered into a letter
agreement dated as of the Closing Date (the "Termination Agreement"), pursuant
to which, among other things, the marketing and facilitation agreement between
Pro-Fac and Birds Eye Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Birds Eye Foods and Pro-Fac, was terminated. In
consideration of such termination, Birds Eye Foods agreed to pay Pro-Fac a
termination fee of $10.0 million per year for five years, provided that certain
ongoing conditions are met, including maintaining grower membership levels
sufficient to generate certain minimum crop supply. The $10.0 million payment is
payable in quarterly installments as follows: $4.0 million on each July 1, and
$2.0 million each on October 1, January 1, and April 1. The Termination
Agreement outlined that the first payment in the amount of $4.0 million was to
be paid on the Closing Date and the next payment to be made by October 1, 2002
and quarterly thereafter as outlined. The liability for the Termination
Agreement has been reflected at fair value utilizing a discount rate of 11 1/2
percent. The amount of the obligation under the Termination Agreement was $22.6
million as of September 25, 2004 and $26.0 million as of June 26, 2004.

(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Birds Eye Foods entered into an amended and restated marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated Marketing and
Facilitation Agreement"). The Amended and Restated Marketing and Facilitation
Agreement replaces the Old Marketing and Facilitation Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops. Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops supplied by Pro-Fac, in installments corresponding to the dates of
payment by Pro-Fac to its members for crops delivered. CMV is defined as the
weighted average price paid by other commercial processors for similar crops
sold under preseason contracts and in the open market in the same or competing
market areas. The processes for determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and Facilitation Agreement. Birds Eye Foods makes
payments to Pro-Fac of an estimated CMV for a particular crop year, subject to
adjustments to reflect the actual CMV following the end of such year. Commodity
committees of Pro-Fac meet with Birds Eye Foods management to establish CMV
guidelines, review calculations, and report to a joint CMV committee of Pro-Fac
and Birds Eye Foods. Amounts paid by Birds Eye Foods to Pro-Fac for the CMV of
crops supplied for the three months ended September 25, 2004 and September 27,
2003 were $35.0 million and $35.9 million, respectively.

The Amended and Restated Marketing and Facilitation Agreement also provides that
Birds Eye Foods will continue to provide to Pro-Fac services relating to
planning, consulting, sourcing and harvesting crops from Pro-Fac members in a
manner consistent with past practices. In addition, for a period of five years
from the Closing Date, Birds Eye Foods may provide Pro-Fac with services related
to the expansion of the market for the agricultural products of Pro-Fac members
(at no cost to Pro-Fac other than reimbursement of Birds Eye Foods' incremental
and out-of-pocket expenses related to providing such services as agreed to by
Pro-Fac and Birds Eye Foods).

Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods determines the amount of crops which Birds Eye Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount or (ii) a
defined target percentage of Birds Eye Foods' needs for each particular crop,
then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of
Birds Eye Foods in the 2002 crop year (fiscal 2003). The shortfall payment
provisions of the agreement include a maximum shortfall payment, determined for
each crop, that can be paid over the term of the Amended and Restated Marketing
and Facilitation Agreement. The aggregate shortfall payment amounts for all
crops covered under the agreement cannot exceed $20.0 million over the term of
the agreement.

Unless terminated earlier, the Amended and Restated Marketing and Facilitation
Agreement will continue in effect until August 19, 2012. Birds Eye Foods may
terminate the Amended and Restated Marketing and Facilitation Agreement prior to
August 19, 2012 upon the occurrence of certain events, including in connection
with a change in control transaction affecting Birds Eye Foods or Holdings Inc.
However, in the event Birds Eye Foods terminates the Amended and Restated
Marketing and Facilitation Agreement as a result of a change in control
transaction within three years of the Closing Date, Birds Eye Foods must pay
Pro-Fac a termination fee of $20.0 million (less the total amount of any
shortfall payments previously paid to Pro-Fac under the Amended and Restated
Marketing and Facilitation Agreement). Also, if, during the first three years
after the Closing Date, Birds Eye Foods sells one or more portions of its
business, and if the purchaser does not continue to purchase the crops
previously purchased by Birds Eye Foods with respect to the transferred
business, then such failure will be taken into consideration when determining if
Birds Eye Foods is required to make any shortfall payments to Pro-Fac. After
such three-year period, Birds Eye Foods may sell portions of its business and
the volumes of crop purchases previously made by Birds Eye Foods with respect to
such transferred business will be disregarded for purposes of determining
shortfall payments.


                                        7




<PAGE>


(iii) Credit Agreement. Birds Eye Foods and Pro-Fac entered into a Credit
Agreement, dated August 19, 2002 (the "Credit Agreement"), pursuant to which
Birds Eye Foods agreed to make available to Pro-Fac loans in an aggregate
principal amount of up to $5.0 million (the "Credit Facility"). Pro-Fac is
permitted to draw up to $1.0 million per year under the Credit Facility, unless
Birds Eye Foods is prohibited from making such advances under the terms of
certain third party indebtedness of Birds Eye Foods. The amount of the Credit
Facility will be reduced, on a dollar-for-dollar basis, to the extent of certain
distributions made by Holdings LLC to Pro-Fac in respect of its ownership in
Holdings LLC. Pro-Fac has pledged all of its Class B Common Units in Holdings
LLC as security for advances under the Credit Facility. The Credit Facility
bears interest at the rate of 10 percent per annum. Amounts borrowed and
interest are required to be paid only upon sale of Pro-Fac's ownership interest
in Holdings LLC or receipt of a distribution from Holdings LLC in connection
with the sale or liquidation of all or substantially all of the assets of
Holdings LLC or one or more of its subsidiaries. As of September 25, 2004, there
was $1.0 million outstanding under this Credit Agreement.

NOTE 5. INVENTORIES

The major classes of inventories, net of reserves of $4.7 million and $4.1
million, as of September 25, 2004 and June 26, 2004, respectively, are as
follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                             September 25,   June 26,
                                 2004          2004
                             -------------   --------
<S>                             <C>          <C>
Finished goods                  $243,067     $158,090
Raw materials and supplies        27,342       22,993
                                --------     --------
   Total inventories            $270,409     $181,083
                                ========     ========
</TABLE>

NOTE 6. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

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.

As of September 25, 2004, trademarks were increased by approximately $70.9
million as a result of the acquisition of California & Washington Company. This
amount assigned to trademarks is preliminary as the valuations and other studies
that will provide the basis for the fair value of the trademarks have not been
completed. Upon completion of the valuations and final purchase price
allocation, any remaining excess of purchase price over net assets acquired,
including the final fair value assigned to trademarks, will be adjusted through
goodwill. See NOTE 2 to the "Notes to Consolidated Financial Statements".

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 4 to 14 years. The following schedule
sets forth the major classes of intangible assets held by the Company:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                      September 25,                June 26,
                                           2004                      2004
                                 -----------------------   -----------------------
                                   Gross                     Gross
                                 Carrying    Accumulated   Carrying    Accumulated
                                  Amount    Amortization    Amount    Amortization
                                 --------   ------------   --------   ------------
<S>                              <C>          <C>          <C>          <C>
Amortized intangible assets:
   Covenants not to compete      $    588     $  (333)     $    588     $  (298)
   Customer relationships           8,000      (1,889)        8,000      (1,667)
   Other                           10,406      (1,594)       10,406      (1,406)
                                 --------     -------      --------     -------
      Total                      $ 18,994     $(3,816)     $ 18,994     $(3,371)
                                 --------     =======      --------     =======

Unamortized intangible assets:
   Trademarks                     219,389                   148,500
                                 --------                  --------
      Total                      $238,383                  $167,494
                                 ========                  ========
</TABLE>


                                        8




<PAGE>


The aggregate amortization expense associated with intangible assets for the
three months ended September 25, 2004 and September 27, 2003 was $0.4 million
and $0.5 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
------   ------------
<S>         <C>
 2006       $1,778
 2007        1,650
 2008        1,639
 2009        1,639
 2010        1,639
</TABLE>

NOTE 7. DEBT

Summary of Long-Term Debt
(Dollars in Thousands)

<TABLE>
<CAPTION>
                            September 25,   June 26,
                                 2004         2004
                            -------------   ---------
<S>                           <C>           <C>
Term Loan Facility            $252,184      $252,859
Senior Subordinated Notes       51,347        51,433
Revolving Credit Facility       74,500             0
                              --------      --------
Total debt                     378,031       304,292
Less current portion            (2,700)       (2,700)
                              --------      --------
Total long-term debt          $375,331      $301,592
                              ========      ========
</TABLE>

Bank Debt: In connection with the 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. There were borrowings of $74.5 million on the Revolving Credit Facility
as of September 25, 2004.

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 $64,125,000. 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. Provisions of the Senior Credit Agreement require that annual
payments, within 105 days after the end of each fiscal year, in the amount of
"excess cash flow" be utilized to prepay the Term Loan Facility at an applicable
percentage that corresponds to the Company's Consolidated Leverage Ratio. There
was no "excess cash flow" for the year ended June 26, 2004 required to be paid
under the Term Loan Facility. The amount of "excess cash flow" for the year
ended June 28, 2003 was $13.1 million and was paid on September 26, 2003.

As of September 25, 2004, the interest rate under the Revolving Credit Facility
was approximately 3.84 percent on LIBOR loans, and the interest rate under the
Term Loan Facility was approximately 4.42 percent on LIBOR loans.

The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
EBITDA ratio, a maximum average senior debt to EBITDA ratio, and a minimum
EBITDA to interest expense ratio. 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 10 to the
"Notes to Consolidated Financial Statements".

                                        9




<PAGE>


Senior Subordinated Notes: Birds Eye Foods has outstanding $50.0 million of
11 7/8 percent Senior Subordinated Notes (the "Notes"), due 2008. In
connection with the Transaction, the Company recorded the Notes at their
estimated fair value, which resulted in recording a premium. As of
September 25, 2004, the remaining premium was $1.4 million and is being
amortized against interest expense over the remaining life of the outstanding
Notes.

NOTE 8. INTERIM DISCLOSURES FOR PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Components of Net Periodic Benefit Cost
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                          Pension Benefits
                                                         Three Months Ended
                                                   -----------------------------
                                                   September 25,   September 27,
                                                       2004             2003
                                                   -------------   -------------
<S>                                                   <C>             <C>
Service cost                                          $ 1,114         $ 1,244
Interest cost                                           1,981           1,962
Expected return on plan assets                         (1,793)         (1,606)
Amortization of prior service cost                          1               2
Amortization of net loss                                  211             242
                                                      -------         -------
Net periodic cost - Company plans                     $ 1,514         $ 1,844
Net periodic cost - union plans                           102              91
                                                      -------         -------
Total periodic benefit cost                           $ 1,616         $ 1,935
                                                      =======         =======
</TABLE>

<TABLE>
<CAPTION>
                                     Postretirement Benefits Other than Pensions
                                                  Three Months Ended
                                     -------------------------------------------
                                            September 25,   September 27,
                                                2004             2003
                                            -------------   -------------
<S>                                              <C>             <C>
Service cost                                     $11             $12
Interest cost                                     49              57
Amortization of prior service cost                (7)             (7)
                                                 ---             ---
Total periodic benefit cost                      $53             $62
                                                 ===             ===
</TABLE>

The Company has been unable to conclude whether benefits provided by its
postretirement benefit plans are considered "actuarially 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 9. 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!, Birds Eye Simply Grillin', Freshlike,
McKenzie's and C&W. 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 and
industrial products include frozen vegetables, salad dressings, mayonnaise,
fruit fillings and toppings, and chili products.

Reclassifications have been made to the prior year segment presentation below to
reflect the reallocation of certain fixed costs which were not eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business
in fiscal 2004. The Freshlike canned vegetable business has been reclassified to
discontinued operations in accordance with SFAS No. 144. See NOTE 3 to the
"Notes to Consolidated Financial Statements".



                                       10




<PAGE>

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

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                  -----------------------------
                                                  September 25,   September 27,
                                                       2004            2003
                                                  -------------   -------------
<S>                                                   <C>             <C>
Net Sales:
   Branded frozen                                     $ 63.1          $ 66.7
   Branded dry                                          45.6            49.1
   Non-branded                                          68.6            73.9
                                                      ------          ------
Total continuing segments                             $177.3          $189.7
                                                      ======          ======
Operating income:
   Branded frozen                                     $  4.2          $ 10.6
   Branded dry                                           6.9             9.0
   Non-branded                                          (5.1)           (4.7)
                                                      ------          ------
Continuing segment operating income                      6.0            14.9
Interest expense                                        (6.4)          (10.2)
                                                      ------          ------
Pretax (loss)/income from continuing operations       $ (0.4)         $  4.7
                                                      ======          ======
</TABLE>

NOTE 10. 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
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 will vary 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.



                                       11




<PAGE>


Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation,
GLK Holdings, Inc. (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 (the "Notes"). 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 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 25, 2004
                                                  ---------------------------------------------------------------------
                                                   Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                  Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                  -----------   ----------   -------------   -----------   ------------
(Dollars in Thousands)
<S>                                                <C>            <C>            <C>           <C>          <C>
Net sales                                          $ 172,501      $ 6,247        $    0        $(1,404)     $ 177,344
Cost of sales                                       (138,603)      (5,867)            0          1,480       (142,990)
                                                   ---------      -------        ------        -------      ---------
Gross profit                                          33,898          380             0             76         34,354
Selling, administrative, and general expense         (27,507)        (857)            0              0        (28,364)
Other (expense)/income                                (5,867)       5,943             0            (76)             0
Income from subsidiaries                               5,131          651             0         (5,782)             0
                                                   ---------      -------        ------        -------      ---------
Operating income                                       5,655        6,117             0         (5,782)         5,990
Interest (expense)/income                             (8,909)       1,087         1,466              0         (6,356)
                                                   ---------      -------        ------        -------      ---------
Pretax (loss)/income from continuing operations       (3,254)       7,204         1,466         (5,782)          (366)
Tax benefit/(provision)                                1,341       (2,888)            0          1,693            146
                                                   ---------      -------        ------        -------      ---------
(Loss)/Income before discontinued operations          (1,913)       4,316         1,466         (4,089)          (220)
Discontinued operations (net of tax)                       0            0             0              0              0
                                                   ---------      -------        ------        -------      ---------
Net (loss)/income                                  $  (1,913)     $ 4,316        $1,466        $(4,089)     $    (220)
                                                   =========      =======        ======        =======      =========
</TABLE>


                                       12




<PAGE>


<TABLE>
<CAPTION>
                                                                                  Balance Sheet
                                                                                September 25, 2004
                                                      ---------------------------------------------------------------------
                                                       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                           $  3,573      $    604       $     0       $       0      $  4,177
   Accounts receivable, net                              74,869         3,649             0               0        78,518
   Inventories -
      Finished goods                                    242,531           536             0               0       243,067
      Raw materials and supplies                         26,302         1,040             0               0        27,342
                                                       --------      --------       -------       ---------      --------
         Total inventories                              268,833         1,576             0               0       270,409

   Other current assets                                  21,747         2,450           977            (977)       24,197
                                                       --------      --------       -------       ---------      --------

         Total current assets                           369,022         8,279           977            (977)      377,301

   Property, plant, and equipment, net                  176,279        25,314             0               0       201,593
   Investment in subsidiaries                           313,974        14,082             0        (328,056)            0
   Goodwill and other intangible assets, net            112,208       157,945             0               0       270,153
   Other assets                                          20,652        97,032        30,739        (127,502)       20,921
                                                       --------      --------       -------       ---------      --------

         Total assets                                  $992,135      $302,652       $31,716       $(456,535)     $869,968
                                                       ========      ========       =======       =========      ========
Liabilities and Shareholder's Equity
   Current portion of long-term debt                   $  2,700      $      0       $     0       $       0      $  2,700
   Current portion of Termination and Transitional
      Services Agreements with Pro-Fac
      Cooperative, Inc.                                   9,223             0             0               0         9,223
   Accounts payable                                      73,910         1,097             0               0        75,007
   Accrued interest                                       4,362             0             0            (977)        3,385
   Intercompany loans                                      (408)          408             0               0             0
   Other current liabilities                             73,198         4,807             0               0        78,005
                                                       --------      --------       -------       ---------      --------
         Total current liabilities                      162,985         6,312             0            (977)      168,320

   Long-term debt                                       406,070             0             0         (30,739)      375,331
   Long-term portion of Termination and
      Transitional Services Agreements
      with Pro-Fac Cooperative, Inc.                     13,395             0             0               0        13,395
   Other non-current liabilities                        165,913             0             0         (96,763)       69,150
                                                       --------      --------       -------       ---------      --------

         Total liabilities                              748,363         6,312             0        (128,479)      626,196

   Shareholder's equity                                 243,772       296,340        31,716        (328,056)      243,772
                                                       --------      --------       -------       ---------      --------
         Total liabilities and shareholder's equity    $992,135      $302,652       $31,716       $(456,535)     $869,968
                                                       ========      ========       =======       =========      ========
</TABLE>


                                       13




<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                                     $ (1,913)     $ 4,316        $1,466        $ (4,089)      $   (220)
   Adjustments to reconcile net (loss)/income to 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 earnings of subsidiaries                (1,165)        (222)            0           1,387              0
         Change in working capital                        (65,166)        (846)          (11)         (1,693)       (67,716)
                                                         --------      -------        ------        --------       --------
Net cash (used in)/provided by operating activities       (61,138)       3,966           967          (4,395)       (60,600)
                                                         --------      -------        ------        --------       --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment              (4,757)        (120)            0               0         (4,877)
   Proceeds from disposals                                    134            0             0               0            134
   Investment in 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                     (77,591)        (120)            0               0        (77,711)
                                                         --------      -------        ------        --------       --------

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>


                                       14




<PAGE>


<TABLE>
<CAPTION>
                                                                         Statement of Operations
                                                                  Three Months Ended September 27, 2003
                                                  ---------------------------------------------------------------------
                                                   Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                  Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                  -----------   ----------   -------------   -----------   ------------
<S>                                                <C>           <C>             <C>           <C>          <C>
(Dollars in Thousands)
Net sales                                          $ 184,934     $ 6,147         $    0        $(1,414)     $ 189,667
Cost of sales                                       (144,488)     (5,533)             0          1,608       (148,413)
                                                   ---------     -------         ------        -------      ---------
Gross profit                                          40,446         614              0            194         41,254
Selling, administrative, and general expense         (25,436)       (906)             0              0        (26,342)
Other (expense)/income                               (10,402)     10,596              0           (194)             0
Income from subsidiaries                               9,022         643              0         (9,665)             0
                                                   ---------     -------         ------        -------      ---------
Operating income                                      13,630      10,947              0         (9,665)        14,912
Interest (expense)/income                            (14,261)      2,571          1,447              0        (10,243)
                                                   ---------     -------         ------        -------      ---------
Pretax (loss)/income from continuing operations         (631)     13,518          1,447         (9,665)         4,669
Tax benefit/(provision)                                  274      (5,300)             0          3,157         (1,869)
                                                   ---------     -------         ------        -------      ---------
Income before discontinued operations                   (357)      8,218          1,447         (6,508)         2,800
Discontinued operations (net of a tax provision
   of $46)                                                72           0              0              0             72
                                                   ---------     -------         ------        -------      ---------
Net income/(loss)                                  $    (285)    $ 8,218         $1,447        $(6,508)     $   2,872
                                                   =========     =======         ======        =======      =========
</TABLE>


                                       15




<PAGE>


<TABLE>
<CAPTION>
                                                                           Balance Sheet
                                                                           June 26, 2004
                                               ---------------------------------------------------------------------
                                                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                     $ 72,701     $    186       $     0      $       0       $ 72,887
   Accounts receivable, net                        61,232        4,358             0              0         65,590
   Inventories -
      Finished goods                              157,394          696             0              0        158,090
      Raw materials and supplies                   22,029          964             0              0         22,993
                                                 --------     --------       -------      ---------       --------
         Total inventories                        179,423        1,660             0              0        181,083

   Other current assets                            38,245        2,160           967           (967)        40,405
                                                 --------     --------       -------      ---------       --------

         Total current assets                     351,601        8,364           967           (967)       359,965

   Property, plant, and equipment, net            172,670       25,175             0              0        197,845
   Investment in subsidiaries                     313,403       13,860             0       (327,263)             0
   Goodwill and other intangible assets, net       41,576      158,133             0              0        199,709
   Other assets                                    22,178       98,650        30,250       (128,624)        22,454
                                                 --------     --------       -------      ---------       --------

         Total assets                            $901,428     $304,182       $31,217      $(456,854)      $779,973
                                                 ========     ========       =======      =========       ========

Liabilities and Shareholder's Equity
   Current portion of long-term debt             $  2,700     $      0       $     0      $       0       $  2,700
   Current portion of Termination and
      Transitional Services Agreements with
      Pro-Fac Cooperative, Inc.                     9,220            0             0              0          9,220
   Accounts payable                                74,889        1,807             0              0         76,696
   Accrued interest                                 2,120            0             0           (967)         1,153
   Intercompany loans                               2,327       (2,327)            0              0              0
   Other current liabilities                       49,937        8,656             0              0         58,593
                                                 --------     --------       -------      ---------       --------
         Total current liabilities                141,193        8,136             0           (967)       148,362
   Long-term debt                                 331,842            0             0        (30,250)       301,592
   Long-term portion of Termination and
      Transitional Services Agreements
      with Pro-Fac Cooperative, Inc.               16,830            0             0              0         16,830
   Other non-current liabilities                  167,716            0             0        (98,374)        69,342
                                                 --------     --------       -------      ---------       --------

         Total liabilities                        657,581        8,136             0       (129,591)       536,126

   Shareholder's equity                           243,847      296,046        31,217       (327,263)       243,847
                                                 --------     --------       -------      ---------       --------

         Total liabilities and shareholder's
            equity                               $901,428     $304,182       $31,217      $(456,854)      $779,973
                                                 ========     ========       =======      =========       ========
</TABLE>


                                       16




<PAGE>


<TABLE>
<CAPTION>
                                                                             Statement of Cash Flows
                                                                      Three Months Ended September 27, 2003
                                                      ---------------------------------------------------------------------
                                                       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 income                                          $   (285)     $ 8,218        $ 1,447        $(6,508)      $  2,872
   Adjustments to reconcile net income to cash
      (used in)/provided by operating activities -
         Depreciation                                     5,206          388              0              0          5,594
         Amortization of certain intangible assets          274          188              0              0            462
         Amortization of debt issue costs,
            amendment costs, and debt premiums            3,134            0         (1,447)             0          1,687
         Transitional Services Agreement with
            Pro-Fac Cooperative, Inc.                      (131)           0              0              0           (131)
         Equity in earnings of subsidiaries              (1,072)        (643)             0          1,715              0
         Change in working capital                      (37,395)         345              0         (3,157)       (40,207)
                                                       --------      -------        -------        -------       --------
Net cash (used in)/provided by operating activities     (30,269)       8,496              0         (7,950)       (29,723)
                                                       --------      -------        -------        -------       --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment            (7,394)        (168)             0              0         (7,562)
   Proceeds from disposals                                1,971            0              0              0          1,971
   Proceeds from investment in CoBank                       821            0              0              0            821
   Issuance of note receivable to Pro-Fac
      Cooperative, Inc., net                               (300)           0              0              0           (300)
                                                       --------      -------        -------        -------       --------
Net cash used in investing activities                    (4,902)        (168)             0              0         (5,070)
                                                       --------      -------        -------        -------       --------

Cash Flows From Financing Activities:
   Birds Eye Holdings, Inc. redemption                      (51)           0              0              0            (51)
   Payments on long-term debt                           (14,112)           0              0              0        (14,112)
   Payments on Termination Agreement with
      Pro-Fac Cooperative, Inc.                          (4,000)           0              0              0         (4,000)
   Payments on capital lease                               (126)           0              0              0           (126)
   Dividends paid                                             0       (7,950)             0          7,950              0
                                                       --------      -------        -------        -------       --------
Net cash used in financing activities                   (18,289)      (7,950)             0          7,950        (18,289)
                                                       --------      -------        -------        -------       --------

Net change in cash and cash equivalents                 (53,460)         378              0              0        (53,082)

Cash and cash equivalents at beginning of period        153,619          137              0              0        153,756
                                                       --------      -------        -------        -------       --------
Cash and cash equivalents at end of period             $100,159      $   515        $     0        $     0       $100,674
                                                       ========      =======        =======        =======       ========
</TABLE>


                                       17




<PAGE>


NOTE 11. OTHER MATTERS

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.

               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 but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. Among the factors that could impact the Company include:

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

o    the impact of changes in consumer demand;

o    the effectiveness of marketing and shifts in market demand;

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

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    interest rate fluctuations.


                                       18




<PAGE>


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 2005 as compared to the first quarter
of fiscal 2004. 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. In addition, all of the Company's operating facilities,
excluding one in Mexico, 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!, Birds Eye Simply Grillin', 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 and
industrial products include frozen vegetables, salad dressings, mayonnaise,
fruit fillings and toppings, and chili products.

Reclassifications have been made to the prior year segment presentation below to
reflect the reallocation of certain fixed costs which were not eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business
in fiscal 2004. The Freshlike canned vegetable business has been reclassified to
discontinued operations in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144. See NOTE 3 to the "Notes to Consolidated Financial
Statements".

The following tables illustrate the results of operations by segment for the
three months ended September 25, 2004 and September 27, 2003:

Net Sales
(Dollars in Millions)

<TABLE>
<CAPTION>
                       Three Months Ended
                 -----------------------------
                 September 25,   September 27,
                      2004            2003
                 -------------   -------------
                          % of            % of
                   $     Total     $     Total
                 -----   -----   -----   -----
<S>              <C>     <C>     <C>     <C>
Branded frozen    63.1    35.6    66.7    35.2
Branded dry       45.6    25.7    49.1    25.9
Non-branded       68.6    38.7    73.9    38.9
                 -----   -----   -----   -----
   Total         177.3   100.0   189.7   100.0
                 =====   =====   =====   =====
</TABLE>

Operating Income
(Dollars in Millions)

<TABLE>
<CAPTION>
                       Three Months Ended
                 -----------------------------
                 September 25,   September 27,
                      2004            2003
                 -------------   -------------
                          % of            % of
                   $     Total     $     Total
                 -----   -----   -----   -----
<S>              <C>     <C>     <C>     <C>
Branded frozen    4.2     70.0   10.6     71.1
Branded dry       6.9    115.0    9.0     60.4
Non-branded      (5.1)   (85.0)  (4.7)   (31.5)
                 ----    -----   ----    -----
   Total          6.0    100.0   14.9    100.0
                 ====    =====   ====    =====
</TABLE>


                                       19




<PAGE>


EBITDA(1)

The following table sets forth continuing segment EBITDA (defined as income
before discontinued operations plus interest, taxes, and depreciation and
amortization) for the three months ended September 25, 2004 and September 27,
2003. The Company believes that EBITDA is an additional measure used to evaluate
the operating performance of its segments. EBITDA is also a primary measure used
externally by the Company's investor and lenders to ensure consistent
comparability. However, EBITDA should be considered in addition to, not as a
substitute for or superior to operating income, net income, cash flows, 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.

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                Three Months Ended
                                           -----------------------------
                                           September 25,   September 27,
                                                2004           2003
                                           -------------   -------------
                                                   % of             % of
                                              $    Total     $     Total
                                            ----   -----   -----   -----
<S>                                         <C>    <C>     <C>     <C>
Branded frozen                               5.9    50.4    12.5    59.8
Branded dry                                  7.8    66.7     9.9    47.4
Non-branded                                 (2.0)  (17.1)   (1.5)   (7.2)
                                            ----   -----   -----   -----
   Continuing segment EBITDA                11.7   100.0    20.9   100.0
                                                   =====           =====
Reconciliation of EBITDA to net income:
Depreciation and amortization               (5.7)           (6.0)
                                            ----           -----
Operating income                             6.0            14.9
Interest expense                            (6.4)          (10.2)
Tax benefit/(provision)                      0.2            (1.9)
Discontinued operations, net of tax          0.0             0.1
                                            ----           -----
Net (loss)/income                           (0.2)            2.9
                                            ====           =====
</TABLE>

(1)  Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
     is defined as income before discontinued operations plus interest, taxes,
     depreciation, and amortization.

       CHANGES FROM FIRST QUARTER FISCAL 2004 TO FIRST QUARTER FISCAL 2005

Net Sales: Net sales for the first quarter of fiscal 2005 were $177.3 million, a
decrease of $12.4 million, or 6.5 percent, as compared to net sales of $189.7
million in the first quarter of fiscal 2004. During the first quarter of fiscal
2005, the Company executed a price increase on most product categories to
mitigate the impact of industry wide increases in the costs for labor, raw
materials and packaging. Management believes its pricing action, coupled with
increased merchandising support, negatively impacted net sales during the
quarter. Subsequent to the Company's action regarding pricing, other competitors
have followed with similar pricing actions. The "Segment Review" below outlines
further details.

Gross Profit: Gross profit in the fiscal 2005 period decreased $6.9 million to
$34.4 million as compared to $41.3 million for the fiscal 2004 period. The
decrease in sales volume accounted for a significant portion of the decline.
The remainder of the decline was driven by the continued impact of production
cost increases, consumer events associated with the Voila! product line,
increased merchandising support and other industry wide cost increases.
Management believes product cost increases will impact operating results
throughout fiscal 2005.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2005 period have increased $2.1 million to $28.4
million, as compared to $26.3 million in the fiscal 2004 period. The increase
was a result of the Company's efforts to redesign its current Birds Eye
packaging as well as additional advertising and consumer events for the Birds
Eye Voila! product category.

Operating Income: Operating income for the fiscal 2005 period was $6.0 million,
a decrease of $8.9 million as compared to $14.9 million in the fiscal 2004
period. The decline is attributable to those factors discussed above. Decreases
in operating income within the branded frozen, branded dry, and non-branded
segments were $6.4 million, $2.1 million, and $0.4 million, respectively.
Significant variances are highlighted below in the "Segment Review".


                                       20




<PAGE>


Interest Expense: Interest expense for the fiscal 2005 period was $6.4 million
compared to $10.2 million in the fiscal 2004 period. This decline is primarily
the result of the Company's repayment of $150.0 million of its 11 7/8 percent
Senior Subordinated Notes on November 24, 2003.

Tax Provision: The benefit for income taxes in the first quarter of fiscal 2005
was $0.2 million compared to a provision for income taxes of $1.9 million in the
fiscal 2004 period. The variance in these amounts is impacted by the variance in
earnings before tax.

Net (Loss)/Income: Net loss for the fiscal 2005 period was $0.2 million compared
to net income of $2.9 million in the fiscal 2004 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 $63.1 million in the fiscal 2005
period, a net decline of $3.6 million or 5.4 percent as compared to net sales of
$66.7 million for the fiscal 2004 period. As outlined above, during the first
quarter of the fiscal 2005 period, the Company implemented a price increase to
mitigate the impact of industry wide cost increases. Management believes its
pricing action, along with increased merchandising support, negatively impacted
net sales during the quarter. Subsequent to the Company's action regarding
pricing, other competitors have followed with similar pricing actions. During
the fiscal 2005 period, the Company also continued to invest in revitalizing its
Voila! product category. Improvements in the Voila! product formulation and
increased consumer programs drove volume increases of over 25% versus the prior
year.

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 5.0 percent for the 12-week period
ending September 12, 2004. The Company's branded market share on a unit basis at
September 12, 2004 was 16.8 percent compared to 17.7 percent at September 14,
2003. The bagged meal category for the 12-week period ending September 12, 2004
declined 4.0 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 12, 2004 was 23.6 percent compared to 17.7 percent for the
12-week period ending September 14, 2003.

Branded frozen operating income declined from prior year $6.4 million from $10.6
million in the fiscal 2004 period to $4.2 million in the fiscal 2005 period.
This decline was primarily the result of increased spending to revitalize the
Birds Eye Voila! product category. In addition, earnings were negatively
impacted in the first quarter by volume declines, significant product cost
increases, and the investment in new packaging for the Birds Eye product line.

Branded Dry: Branded dry net sales were $45.6 million for the fiscal 2005
period, a decline of $3.5 million or 7.1 percent as compared to net sales of
$49.1 million for the fiscal 2004 period. Declines resulted from the timing of
seasonal orders. A shift in various customer orders for holiday activity to
October in the current year versus September in the prior year negatively
impacted net sales.

Operating income for the branded dry segment was $6.9 million for the fiscal
2005 period, a decline of $2.1 million or 23.3 percent as compared to $9.0
million for the fiscal 2004 period. This decline was primarily impacted by both
the timing of seasonal orders outlined above and industry wide increases in
product cost. The Company's branded dry product line has experienced cost
increases in meat, edible oils, steel and commodities. Management is continually
evaluating opportunities to mitigate these cost increases while maintaining
volumes.

Non-branded: Non-branded net sales were $68.6 million for the fiscal 2005
period, a decline of $5.3 million or 7.2 percent as compared to $73.9 million in
the fiscal 2004 period. This decline is primarily attributable to a reduction in
industrial sales. The reduced crop intake in the fiscal 2005 period has resulted
in less inventory available to be sold in this channel. In addition, the Company
has experienced a decline in net sales for several co-pack agreements.
Industrial and co-pack sales typically yield lower margins than the Company's
other product lines, however, provide for greater utilization of manufacturing
facilities. Non-branded operating income showed a loss of $5.1 million for the
fiscal 2005 period, a $0.4 million decline as compared to an operating loss of
$4.7 million for the fiscal 2004 period.

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 on a unit
basis in the frozen vegetable category (excluding frozen soups) for the 12-week
period ending September 12, 2004 was 29.2 percent compared to 29.8 percent for
the 12-week period ending September 14, 2003.


                                       21




<PAGE>


                         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 25,
2004 compared to the three months ended September 27, 2003.

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 $60.6 million as compared to
net cash used in operating activities of $29.7 million for the fiscal 2004
period, representing an increase of $30.9 million. Net inventories (including
prepaid manufacturing expense) increased $74.3 million in the current period as
compared with an increase of $63.5 million during the prior year period. Cost
increases experienced throughout the period have raised the carrying value of
inventory. In addition, the timing of payments for purchases made during the
fourth quarter of fiscal 2004 also negatively impacted cash flow from operations
by approximately $17.7 million.

Net cash used in investing activities for the fiscal 2005 period was $77.7
million, as compared to net cash used in investing activities of $5.1 million
for the fiscal 2004 period. On September 23, 2004, the Company completed the
acquisition of California & Washington Company ("C&W"), which accounted for the
majority of cash used in investing activities for the fiscal 2005 period. The
acquisition of C&W was financed by borrowing on the Revolving Credit Facility.
Capital expenditures were $4.9 million for the 2005 period compared to $7.6
million in the prior year period. The decrease in capital expenditures is the
result of the timing for various initiatives.

Net cash provided by financing activities for the fiscal 2005 period was $69.6
million, as compared to net cash used in financing activities of $18.3 million
in the 2004 period, representing a change in cash inflows of $87.9 million. This
change was primarily driven by net proceeds from the Revolving Credit Facility
to finance the acquisition of California & Washington Company. The Company
anticipates future borrowings on its Revolving Credit Facility to be in the
ordinary course of business. In addition, the payments on long-term debt for the
fiscal 2004 period included a $13.1 million "excess cash flow" payment as
required by the Company's Senior Credit Agreement. No such payment was required
in September 2004. See NOTE 7 to the "Notes to Consolidated Financial
Statements".

Senior Credit Facility: In connection with the 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 25, 2004, (i) there were $74.5 million of cash borrowings
outstanding under the Revolving Credit Facility, (ii) there were $24.2 million
in letters of credit outstanding, and therefore (iii) availability under the
Revolving Credit Facility was $101.3 million. The Company believes that the cash
flow 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 Facility"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
As of September 25, 2004, the Senior Credit Facility bears interest in the case
of base rate loans at the Base Rate 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. The incremental percentages presented vary based upon the
Company's Consolidated Leverage Ratio, as defined. As of September 25, 2004, the
interest rate under the Term Loan Facility was approximately 4.42 percent on
LIBOR loans. 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 25, 2004,
the interest rate under the Revolving Credit Facility was approximately 3.84
percent on LIBOR loans.

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 $64,125,000. 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. Provisions of the Senior Credit Agreement require annual payments,
within 105 days after the end of each fiscal year, in the amount of "excess cash
flow" be utilized to prepay the commitment at an applicable percentage that
corresponds to the Company's Consolidated Leverage Ratio. There was no "excess
cash flow" for the year ended June 26, 2004 required to be paid under the Term
Loan Facility.


                                       22




<PAGE>


The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
EBITDA ratio, a maximum average senior debt to EBITDA ratio, and a minimum
EBITDA to interest expense ratio. As of September 25, 2004, the Company was 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 10 to the
"Notes to Consolidated Financial Statements" included herein.

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. 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. On November 24, 2003, the Company repaid $150.0 million
of the Notes.

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 Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.

The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. 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.


                                       23




<PAGE>


                          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, self-insurance programs, promotional
activities, and identifiable intangible assets, long-lived assets, and goodwill.

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, 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 materially different amounts for this item.

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 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; consumer
coupons; 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.

Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets, long-lived
assets, and goodwill 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. In the event that the carrying values of assets are determined to
be unrecoverable, the Company would record an adjustment to the respective
carrying value.


                                       24




<PAGE>


                                  OTHER MATTERS

The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This results in depressed selling prices and reduced
profitability on the inventory produced from that year's crops. Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically results in higher selling prices and increased profitability. While
the national supply situation controls the pricing, the supply can differ
regionally because of variations in weather.

The cherry crop from both the 2002 and 2003 growing seasons was adversely
affected by weather conditions in the prime growing areas in Michigan. Both raw
and frozen cherry costs have, therefore, increased significantly from historic
levels. To offset the cherry cost increase, management initiated both pricing
actions and changes in promotional programs across all of its cherry items.
Early indications from the 2004 growing season indicate adequate crop supply,
however, costs have not yet been finalized and are anticipated to be higher than
historical averages.

Additionally, for the 2004 crop season, a combination of higher than normal
precipitation levels and below normal temperatures in the Northeast and Midwest
regions has reduced planned crop intake. This reduction in crop intake has
impacted production costs and efficiency. Management believes product cost
increases will impact operating results throughout fiscal 2005. Management
continues, however, to actively pursue cost reductions to mitigate
crop-related cost increases.

Effective June 28, 2004 the Company initiated a price increase of 5 to 7 percent
on most product categories. The price increase was a direct result of increases
across commodities, ingredients, packaging and other production costs.

                            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 foreign currency exchange rates and certain commodity prices,
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 has entered 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 26, 2004. 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 25, 2004 (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 that occurred during the quarter ended September 25, 2004 that
materially affected or are reasonably likely to materially affect Birds Eye
Foods' internal control over financial reporting.


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<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Certain of our legal proceedings are reported in our Annual Report on Form 10-K
Equivalent for the year ended June 26, 2004. Information about any material
developments that may have occurred since June 26, 2004 is described in NOTE 11,
"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 6. EXHIBITS.

     Exhibits

<TABLE>
<CAPTION>
Exhibit Number                             Description
--------------   ---------------------------------------------------------------
<S>              <C>
     10.1        Second Amendment and Consent, dated as of October 19, 2004, to
                 the Credit Agreement among Birds Eye Foods, Inc., Birds Eye
                 Holdings, Inc., the lenders and other agents from time to time
                 party thereto, and JP Morgan Chase Bank (filed herewith).

     31.1        Certification required by Rule 13a - 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) of the Securities
                 Exchange Act of 1934 of the Principal Financial Officer (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 8, 2004                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)


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