##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 5, 2004 OR [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transaction period from  to Commission File Number: 0-7277 PIERRE FOODS, INC.  North Carolina
(State or other jurisdiction of incorporation or organization) 56-0945643
(I.R.S. Employer Identification No.) 9990 Princeton Road
Cincinnati, Ohio 45246
(Address of principal executive offices) (zip code) Registrants telephone number, including area code: (513) 874-8741 
  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.  Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Exchange Act).  Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. Class
    
    Outstanding at July 15, 2004Class A Common Stock
    
    100,000




---



##### 



PIERRE FOODS, INC. INDEX Page No.Part I. Financial Information:Item 1. Financial StatementsConsolidated Balance Sheets -
June 5, 2004 and March 6, 2004
    
    
    3 - 4Consolidated Statements of
Operations and Retained Earnings (Deficit)-
Thirteen Weeks Ended June 5, 2004
and Thirteen Weeks Ended May 31, 2003
    
    
    5  6Consolidated Statements of Cash Flows -
Thirteen Weeks Ended June 5, 2004 and
Thirteen Weeks Ended May 31, 2003
    
    
    7- 8Notes to Consolidated Financial
Statements
    
    
    9-14Item 2. Managements Discussion and Analysis
of Financial Condition and Results of
Operations
    
    
    15 - 18Item 3. Quantitative and Qualitative Disclosures About Market
Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20Part II. Other Information:Item 4.
Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21 - 22Item 6. Exhibits and Reports on Form 8-K
    
    
    23Signatures
    
    
    24Index to Exhibits
    
    
    25 - 26
 2




---



##### 



PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS PIERRE FOODS, INC. AND SUBSIDIARIES 
 Consolidated Balance Sheets (Unaudited)June 5, 2004
    
    March 6, 2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    115,056
    
    
    $
    204,865Certificates of deposit
    
    
    1,240,000
    
    
    
    1,240,000Accounts receivable, net
    
    
    22,198,232
    
    
    
    25,641,608Inventories
    
    
    42,164,569
    
    
    
    38,974,018Refundable income taxes
    
    
    19,704
    
    
    
    Deferred income taxes
    
    
    3,569,766
    
    
    
    3,569,766Prepaid expenses and other current assets
(includes prepayments to related parties
of $24,000 at March 6, 2004)
    
    
    3,090,515
    
    
    
    3,236,867Total current assets
    
    
    72,397,842
    
    
    
    72,867,124PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    60,699,417
    
    
    
    60,695,455OTHER ASSETS:Trade name, net
    
    
    38,808,636
    
    
    
    38,808,636Note receivable  related party
    
    
    
    
    
    
    993,247Deferred income taxes
    
    
    482,215
    
    
    
    482,215Deferred loan origination fees, net
    
    
    4,451,261
    
    
    
    1,627,601Other
    
    
    278,836
    
    
    
    296,694Total other assets
    
    
    44,020,948
    
    
    
    42,208,393Total Assets
    
    $
    177,118,207
    
    
    $
    175,770,972
 See accompanying notes to unaudited consolidated financial statements. 3




---



##### 



PIERRE FOODS, INC. AND SUBSIDIARIES (Unaudited)June 5, 2004
    
    March 6, 2004LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIES:Current installments of long-term debt
    
    $
    5,145,341
    
    
    $
    1,628,276Trade accounts payable
    
    
    8,126,136
    
    
    
    7,170,004Accrued interest
    
    
    172,499
    
    
    
    3,242,623Accrued payroll and payroll taxes
    
    
    4,968,209
    
    
    
    5,745,950Accrued promotions
    
    
    2,910,052
    
    
    
    3,064,769Income taxes payable
    
    
    
    
    
    
    39,248Accrued taxes (other than income and payroll)
    
    
    1,177,426
    
    
    
    901,693Other accrued liabilities (includes related party liabilities
of $4,503,219 at March 6, 2004)
    
    
    721,812
    
    
    
    4,964,703Total current liabilities
    
    
    23,221,475
    
    
    
    26,757,266LONG-TERM DEBT, less current installments
    
    
    157,827,958
    
    
    
    142,065,760OTHER LONG-TERM LIABILITIES
    
    
    232,934
    
    
    
    327,411SHAREHOLDERS EQUITY (DEFICIT):Common stock  Class A, 100,000 shares authorized, issued and
outstanding at June 5, 2004 and March 6, 2004
    
    
    29,098,533
    
    
    
    29,438,172Retained earnings (deficit)
    
    
    (28,262,693
    )
    
    
    (17,817,637
    )Note receivable  related party
    
    
    (5,000,000
    )
    
    
    (5,000,000
    )Total shareholders equity (deficit)
    
    
    (4,164,160
    )
    
    
    6,620,535Total Liabilities and Shareholders Equity (Deficit)
    
    $
    177,118,207
    
    
    $
    175,770,972
 See accompanying notes to unaudited consolidated financial statements. 4




---



##### 



PIERRE FOODS, INC. AND SUBSIDIARIES 
 Consolidated Statements of Operations and Retained Earnings (Deficit) (Unaudited) Thirteen Weeks EndedJune 5, 2004
    
    May 31, 2003REVENUES
    
    $
    92,013,282
    
    
    $
    81,479,869COSTS AND EXPENSES:Cost of goods sold (includes related party transactions
totaling $1,440,205 in first quarter 2004)
    
    
    67,045,187
    
    
    
    56,219,915Selling, general and administrative expenses (includes
related party transactions totaling $28,920 and
$7,840,152 in first quarter 2005 and first quarter
2004, respectively)
    
    
    18,838,377
    
    
    
    20,097,275Loss on disposition of property, plant and equipment, net
    
    
    339,921
    
    
    
    Depreciation
    
    
    1,186,126
    
    
    
    1,150,757Total costs and expenses
    
    
    87,409,611
    
    
    
    77,467,947OPERATING INCOME
    
    
    4,603,671
    
    
    
    4,011,922INTEREST EXPENSE
    
    
    (4,783,404
    )
    
    
    (3,447,480
    )INCOME (LOSS) BEFORE INCOME TAX (PROVISION) BENEFIT
    
    
    (179,733
    )
    
    
    564,442INCOME TAX (PROVISION) BENEFIT
    
    
    58,952
    
    
    
    (188,207
    )NET INCOME (LOSS)
    
    $
    (120,781
    )
    
    $
    376,235
 See accompanying notes to unaudited consolidated financial statements. 5




---



##### 



Thirteen Weeks EndedJune 5, 2004
    
    May 31, 2003RETAINED EARNINGS (DEFICIT):Balance at beginning of period
    
    $
    (17,817,637
    )
    
    $
    (15,440,263
    )Net income (loss)
    
    
    (120,781
    )
    
    
    376,235Distributions of special purpose leasing entity
    
    
    
    
    
    
    (186,000
    )Transaction with the common shareholder
    
    
    (10,324,275
    )
    
    
    Balance at end of period
    
    $
    (28,262,693
    )
    
    $
    (15,250,028
    )NET INCOME (LOSS) PER COMMON SHARE  BASIC AND
DILUTED
    
    $
    (1.21
    )
    
    $
    3.76WEIGHTED AVERAGE SHARES OUTSTANDING  BASIC AND
DILUTED
    
    
    100,000
    
    
    
    100,000
 See accompanying notes to unaudited consolidated financial statements. 6




---



##### 



PIERRE FOODS, INC. AND SUBSIDIARIES 
 Consolidated Statements of Cash Flows (Unaudited) Thirteen Weeks EndedJune 5, 2004
    
    May 31, 2003CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    (120,781
    )
    
    $
    376,235Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation
    
    
    1,186,126
    
    
    
    1,150,757Amortization of deferred loan origination fees
    
    
    548,339
    
    
    
    210,646Loss on disposition of property, plant and equipment, net
    
    
    339,921
    
    
    
    Decrease in other assets
    
    
    17,859
    
    
    
    17,858Decrease in other long-term liabilities
    
    
    (94,477
    )
    
    
    (88,916
    )Changes in operating assets and liabilities:Receivables
    
    
    3,443,376
    
    
    
    1,580,731Inventories
    
    
    (3,190,551
    )
    
    
    (3,148,649
    )Refundable income taxes, prepaid expenses and other
current assets
    
    
    56,199
    
    
    
    1,726,692Trade accounts payable and other accrued liabilities
    
    
    (2,365,972
    )
    
    
    3,772,807Total adjustments
    
    
    (59,180
    )
    
    
    5,221,926Net cash provided by (used in) operating activities
    
    
    (179,961
    )
    
    
    5,598,161CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (1,543,062
    )
    
    
    (4,668,501
    )Net cash used in investing activities
    
    
    (1,543,062
    )
    
    
    (4,668,501
    )
 See accompanying notes to unaudited consolidated financial statements. 7




---



##### 



Thirteen Weeks EndedJune 5, 2004
    
    May 31, 2003CASH FLOWS FROM FINANCING ACTIVITIESNet borrowings (repayments) under revolving credit agreement
    
    $
    6,144,555
    
    
    $
    (312,320
    )Principal payments on long-term debt
    
    
    (1,139,342
    )
    
    
    (93,917
    )Loan origination fees
    
    
    (3,371,999
    )
    
    
    (22,500
    )Distributions of special purpose leasing entity
    
    
    
    
    
    
    (186,000
    )Net cash provided by (used in) financing activities
    
    
    1,633,214
    
    
    
    (614,737
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (89,809
    )
    
    
    314,923CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    204,865
    
    
    
    274,329CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    115,056
    
    
    $
    589,252
 See accompanying notes to unaudited consolidated financial statements. 8




---



##### 



PIERRE FOODS, INC. AND SUBSIDIARIES 
 Notes to Consolidated Financial Statements  1. Basis of Presentation The financial information as of March 6, 2004, included in these financial
statements has been derived from the audited consolidated financial statements
included in that report. In the opinion of the Company, the accompanying
unaudited consolidated financial statements contain all adjustments necessary
to present fairly the financial position of the Company as of June 5, 2004 and
March 6, 2004, the results of operations for the thirteen weeks ended June 5,
2004 and May 31, 2003, and the cash flows of the Company for the thirteen weeks
ended June 5, 2004 and May 31, 2003. The thirteen week period ended June 5,
2004 is referred to as first quarter 2005 and the thirteen week period ended
May 31, 2003 is referred to as first quarter 2004.
Financial statement presentation used for the first quarter 2004 has
been reclasified, where applicable, to conform to financial statement
presentation used for first quarter 2005. The Company reports the results of its operations using a 52-53 week
basis. In line with this, each quarter of the fiscal year will contain 13
weeks except for the infrequent fiscal years with 53 weeks. The results of interim operations for first quarter 2005 are not
necessarily indicative of the results to be expected for the full fiscal year.
These interim unaudited consolidated financial statements should be read in
conjunction with the Companys March 6, 2004 audited consolidated financial
statements and notes thereto. 2. Inventories A summary of inventories, by major classifications, follows: June 5, 2004
    
    March 6, 2004Manufacturing supplies
    
    $
    1,658,742
    
    
    $
    1,572,212Raw materials
    
    
    7,108,573
    
    
    
    5,427,936Finished goods
    
    
    33,387,906
    
    
    
    31,972,713Work in process
    
    
    9,348
    
    
    
    1,157Total
    
    $
    42,164,569
    
    
    $
    38,974,018
 9




---



##### 



3. Long-Term Debt Long term debt is comprised of the following: June 5, 2004
    
    March 6, 200412.25% Senior Notes, interest payable
on June 1 and December 1 of each
year, maturing on June 1, 2006
    
    $
    115,000,000
    
    
    $
    115,000,000Revolving line of credit, maximum
borrowings of $40 million with
floating interest rates maturing 2007
    
    
    19,424,540
    
    
    
    13,279,985PF Management debt assumed by Company
    
    
    13,540,607
    
    
    
    5.25% Term loan subline-equipment
    
    
    4,404,770
    
    
    
    4,583,3395.25% Term loan subline-real estate
    
    
    4,583,330
    
    
    
    4,708,331Aircraft lease-variable interest rate
    
    
    5,529,956
    
    
    
    5,606,6866% Note payable maturing 2008
    
    
    270,983
    
    
    
    270,9834.89% to 11.9% capitalized lease
obligations maturing 2008
    
    
    219,113
    
    
    
    244,713Total long term debt
    
    
    162,973,299
    
    
    
    143,694,037Less current installments
    
    
    5,145,341
    
    
    
    1,628,276Long-term
debt, less current installments
    
    $
    157,827,958
    
    
    $
    142,065,761
 As of June 5, 2004, the Company had outstanding borrowings under its
revolving credit facility of $19.4 million and borrowing availability of
approximately $6.8 million. On March 8, 2004, following a consent solicitation in which consents of
holders of $112.4 million in aggregate principal amount of the Companys
outstanding senior notes due 2006 (the Notes), representing 97.74% of the
outstanding Notes, consented to a Fourth Supplemental Indenture between the
Company and U.S. Bank National Association, as trustee (the Trustee), the
Company entered into the Fourth Supplemental Indenture with the Trustee. Among
other things, the Fourth Supplemental Indenture increased the annual interest
rate on the Notes from 10.75% to 12.25% through March 31, 2005 and 13.25%
thereafter; required the payment of a cash consent fee of $3.5 million (3% of
the principal amount of Notes held by each consenting noteholder); granted to
the noteholders liens on the assets of the Company and its subsidiaries, such
liens being junior to the senior liens securing the Companys credit facility,
granted to noteholders a repurchase right allowing all of the noteholders to
require the Company to repurchase their Notes at par plus accrued interest on
March 31, 2005; provided for the payment of a portion of certain cash flow of
the Company (referred to as excess cash) to reduce the principal amount of
Notes outstanding at the end of the Companys fiscal years; added restrictive
covenants limiting the compensation payable to certain senior executives of the
Company and limiting future related party transactions; required the
termination of all related party transactions, except for certain
specifically-permitted transactions (see Note 7, Related Party Transactions);
provided for the assumption by the Company of approximately $15.3 million of
subordinated debt of PF Management, Inc., the sole shareholder of the Company;
required the Company to comply with certain corporate governance standards,
including appointing an independent director acceptable to the Company and the
noteholders to its board and hiring an independent auditor to monitor the
Companys compliance with the Indenture; and waived any and all defaults of the
Indenture existing as of March 8, 2004. The restrictive covenants limiting compensation payable to certain senior
executives of the Company did permit for bonus payments to those executives
above the compensation limitations. The bonus payments would be based on the
profitability of the Company and cash payments made on the Notes. Concurrently with the execution of the Fourth Supplemental Indenture the
Company took title to an aircraft transferred from a related party subject to
$5.6 million of existing purchase money debt; assumed $15.3 million of debt
from PF Management; cancelled the $1.0 million related party note receivable
against the debt assumed from PF Management; cancelled the balances owed by the
Company to certain related parties, as follows: $0.5 million owed to Columbia
Hill Aviation; $3.5 million owed to PF Purchasing; $0.5 million owed to PF
Distribution; and assumed the operating leases of PF Distribution in connection
with the Fourth Supplemental Indenture. Minimum lease payments on 10




---



##### 



the former PF Distribution operating leases will be $3.0 million during
fiscal year 2005, $2.9 million during fiscal year 2006 and $0.5 million during
fiscal year 2007. Subsequent
to the end of the first quarter 2005, on June 30, 2004, the
shareholders of PF Management closed the sale of their shares of
stock of PF Management to an affiliate of Madison Dearborn Partners,
LLC (MDP) (See Note 8, Subsequent
Events). In conjunction with the
sale, effective June 30, 2004, the Company terminated its
three-year variable-rate $40 million revolving credit facility. Existing debt
issuance costs related to the Companys former $40 million facility in the
amount of $0.5 million and a prepayment penalty in the amount of $0.4 million
were paid to the former lender and were charged to interest expense. Also
effective June 30, 2004, the Company obtained a $190 million credit facility
from a new lender which includes a six-year variable-rate $150 million term
loan, and a five-year variable rate $40 million revolving credit
facility with a $10
million letter of credit subfacility. Funds available under this new facility
are available for working capital requirements, permitted investments and
general corporate purposes. Borrowings under the new facility bear interest at
floating rates based upon the interest rate option selected from time to time
by the Company and are secured by a first-priority security interest in
substantially all of the Companys assets. The interest rate for borrowings
under the new revolving credit facility at June 30, 2004 was 5.75% (prime plus
1.5%). Repayment of borrowings under the term loan will be $375,000 per
quarter beginning on September 4, 2004, with a balloon payment of $141.4
million due on June 5, 2010. The maturity date of the $40 million revolving
credit facility is June 30, 2009. In addition, the Company is required to
satisfy certain financial covenants regarding cash flow and capital
expenditures. Also
in conjunction with the sale, the Company issued $125.0 million of 9-7/8%
Senior Subordinated Notes due 2012 (the New Notes). The proceeds of the New
Notes, together with the equity contributions from MDP and certain members of
management (see Note 8, Subsequent Events) and borrowings
under our new senior credit facility, were used to finance the acquisition of
the Company and to repay outstanding indebtedness, including paying
off debt of PF Management assumed by the Company under the Fourth
Supplemental Indenture (except capital leases), paying for the
Notes tendered in connection with the tender offer described in Note
8 and
redeeming the Notes not tendered. 4. Comprehensive Income Total comprehensive income (loss) is comprised solely of net income (loss)
in first quarter 2005 and first quarter 2004. Comprehensive income (loss) was
($120,781) and $376,235 for the first quarter 2005 and the first quarter 2004,
respectively. 11




---



##### 



5. Supplemental Cash Flow Disclosures  Cash Paid During the Period and
Non-Cash Transactions Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedJune 5, 2004
    
    May 31, 2003Cash paid during the period for Interest
    
    $
    7,293,586
    
    
    $
    80,247Non-cash transactions:Assumption of PF Management debt
    
    $
    14,274,050
    
    
    $
    Cancellation of note receivable
    
    $
    993,247
    
    
    $
    Cancellation of accrual to PF Purchasing
    
    $
    3,479,007
    
    
    $
    Cancellation of accrual to PF Distribution
    
    $
    535,251
    
    
    $
    Other
    
    $
    174,874
    
    
    $
    
 6. Recently Issued Accounting Guidance. In December of 2003, the FASB issued FIN 46R, Consolidation of Variable
Interest Entities (FIN 46R), which replaces the same titled FIN 46 that was
issued in January 2003. FIN 46R addresses how to identify variable interest
entities and the criteria that requires a company to consolidate such entities
in its financial statements. FIN 46R is effective for the first reporting
period that ends after March 15, 2004. This statement did not have an impact
on the Companys financial statements. 7. Related Party Transactions As described in Note 3, Long-Term Debt, on March 8, 2004, following a
consent solicitation in which a majority of the holders of the Companys
outstanding Notes consented to a Fourth Supplemental Indenture between the
Company and the Trustee, the Company entered into the Fourth Supplemental
Indenture with the Trustee. Among other things, the Fourth Supplemental
Indenture limited future related party transactions and required the
termination of all related party transactions, except for certain
specifically-permitted transactions. The
following related party transactions were specifically permitted under
the terms of the Fourth Supplemental Indenture:  
    
    Columbia Hill Land Company, LLC, owned 50% by each of James C.
Richardson and David R. Clark, our Chairman and Vice-Chairman,
respectively, leases office space to the Company in Hickory, North
Carolina, pursuant to a ten-year lease that commenced in September
1998. Rents paid under the lease were approximately $29,000 during
both first quarter 2005 and first quarter 2004.
    
    On March 8, 2004 the Company took title to an aircraft that was
transferred from Columbia Hill Aviation, LLC (CHA), owned 100% by
PF Management, subject to existing purchase money debt. The aircraft
was originally leased by the Company from CHA beginning in the fourth
quarter of fiscal 2002. Effective March 1, 2002, the original lease
was cancelled and replaced with a non-exclusive lease agreement.
Pursuant to this new lease, the Company was obligated to make 16
quarterly lease payments of $471,500 each for the right to use the
aircraft for up to 115 flight hours per quarter, based on
availability. Under this lease agreement, CHA was responsible for all
expenses incurred in the operation of the use of the aircraft, except
that the Company provided its own flight crew. All other
related party transactions that were in effect at March 6, 2004
were terminated as of March 8, 2004 pursuant to the terms of the Fourth
Supplemental Indenture. As a result of the termination of these
related party transactions, subsequent to March 8, 2004, the Company has performed its
purchasing and distribution services internally. 12




---



##### 



The following transactions were entered into on March 8, 2004 as required
by the Fourth Supplemental Indenture: Assumption of PF Management debt
    
    $
    (14,274,050
    )Accrued liabilities to PF Purchasing cancelled
    
    
    3,479,007Note receivable cancelled
    
    
    (993,247
    )Accrued liabilities to PF Distribution cancelled
    
    
    535,251Cash received
    
    
    763,999Other
    
    
    (174,874
    )Total
    
    $
    (10,663,914
    )Allocated to the following accounts:Transactions with common shareholder
    
    $
    10,324,275Common Stock
    
    
    339,639Total
    
    $
    10,663,914
 The
$339,639 charge represents the removal of members equity of CHA. 8. Subsequent Events On May 11, 2004, the shareholders of PF Management, the sole shareholder
of the Company, agreed to sell their shares of stock in PF Management to an
affiliate of MDP. The sale closed on June
30, 2004. In connection with the sale, the following occurred:  
    
    The Company merged with Pierre Merger Corp., an affiliate of MDP,
with the Company being the surviving corporation following the merger.
    
    The Company terminated its three-year variable-rate $40 million
revolving credit facility and obtained a $190 million credit facility
from a new lender which includes a six-year variable-rate $150 million
term loan and a five-year variable rate $40 million revolving credit
facility with a $10 million letter of credit subfacility. See
Note 3, Long-Term Debt.
    
    The Company terminated its few remaining related party transactions
(described in Note 7, Related Party Transactions), transferred
miscellaneous assets to Messrs. Richardson and Clark, and sold its
airplane to Mr. Richardson.
    
    Pierre Merger Corp. closed a cash tender offer
and consent solicitation for the Companys Notes. Holders of
approximately $110 million, or approximately 96%, of aggregate principal
amount of the Companys outstanding Notes tendered their Notes. The
Company, as the surviving corporation of the merger with Pierre Merger
Corp., accepted and paid for all Notes tendered pursuant to the tender
offer. In connection with the tender, the Noteholders agreed to the
terms of a Fifth Supplemental Indenture, which eliminated substantially
all of the restrictive covenants contained in the indenture governing
the Notes, including the covenants contained in the Fourth Supplemental
Indenture. A redemption notice for the Notes not tendered was issued
on June 30, 2004 and these Notes will be redeemed as of July 20, 2004.
    
    The Company issued the New Notes. The proceeds of the New Notes,
together with the equity contributions from MDP and certain members of
management (as described below) and borrowings under our new senior
credit facility, were used to finance the acquisition of the Company and
to repay outstanding indebtedness, including paying off debt of PF
Management assumed by the company under the Fourth Supplemental
Indenture (except capital leases), paying for the Notes
tendered in connection with the tender offer described above and
redeeming the Notes not tendered. 13




---



##### 




    
    The Companys President and Chief Executive Officer, Norbert E.
Woodhams, and its Senior Vice President of Sales, Marketing and New
Product Development, Robert
C. Naylor, signed employment agreements committing them to continue
working for the Company after the sale. The stated term of employment
for each executive is one year, but each agreement will renew
automatically and continuously year-to-year unless terminated. In
addition, Messrs. Woodhams and Naylor made equity
investments of $3.1 million and $2.3 million, respectively,
in the Company under its new owner. 14




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS Results of Operations First Quarter 2005 Compared to First Quarter 2004 Revenues, net.Net revenues increased by $10.5 million, or 12.9%. The
increase in net revenues was primarily due to the substantial development of
national business with an existing customer. Cost of goods sold.Cost of goods sold increased by $10.8 million, or
19.3%. As a percentage of revenues, cost of goods sold increased from 69.0% to
72.9%. This increase was primarily due to increased raw material prices, a
change in product mix to lower margin product and start-up costs related to
the development of high-volume, low margin national business associated with a
significant new customer. In first quarter 2005, beef, pork and chicken prices
increased approximately 4%, 47% and 76%, respectively, compared to first
quarter 2004. These increases were partially offset by the elimination of
commissions as a result of the termination of the Companys purchasing
agreement with PF Purchasing. This affiliate relationship was terminated in
conjunction with the restructuring of the Companys Notes, which was completed
on March 8, 2004. Other offsets to the increase in cost of goods
sold included increased efficiencies due to
improvements in the manufacturing process and labor decreases due to less
overtime days worked. Selling, general and administrative. Selling, general and administrative
expenses decreased by $1.3 million, or 6.3%. This decrease was primarily due
to the elimination of fees paid to PF Distribution for shipping, warehousing
and storage services. Fees totaling $3.2 million were incurred in the first
quarter 2004; no fees were incurred in the first quarter 2005. This affiliate
relationship was terminated in conjunction with the restructuring of the
Companys Notes, which was completed on March 8, 2004. This decrease was
partially offset by increased costs related to an increase in sales volume, in
addition to costs incurred in conjunction with the execution of the Fourth
Supplemental Indenture totaling $1.9 million. As a percentage of revenues,
selling, general and administrative expenses decreased from 24.7% to 20.5%. Depreciation.Depreciation expense remained consistent at $1.2 million. Interest Expense. Interest expense consists primarily of interest on
fixed and variable rate long-term debt. Interest expense increased by $1.3
million or 38.8% in first quarter 2005 primarily due to the increase in the
annual interest rate on the Senior Notes and interest expense on the debt
assumed, both as a result of the Company entering into the Fourth Supplemental
Indenture on March 8, 2004 and increased borrowings under the revolving credit
facility. Income taxes. The effective tax rate for first quarter 2005 was 32.8%
compared to 33.3% for first quarter 2004. 15




---



##### 



Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
appropriate application of certain accounting policies, many of which require
the Company to make estimates and assumptions about future events and their
impact on amounts reported in the financial statements and related notes.
Since future events and the impact of those events cannot be determined with
certainty, the actual results will inevitably differ from the Companys
estimates. Such differences could be material to the financial statements. The Company believes its application of accounting policies, and the
estimates inherently required therein, are reasonable. These accounting
policies and estimates are constantly reevaluated, and adjustments are made
when facts and circumstances dictate a change. Historically, the Companys
application of accounting policies has been appropriate, and actual results
have not differed materially from those determined using necessary estimates. The following critical accounting policies affect the Companys more
significant judgments and estimates used in the preparation of its financial
statements. Revenue Recognition.Revenue from sales of food processing products is
recorded at the time title transfers. Standard shipping terms are FOB
destination, therefore title passes at the time the product is delivered to the
customer. Revenue is recognized as the net amount to be received after
deductions for estimated discounts, product returns and other allowances.
These estimates are based on historical trends and expected future payments
(see also Promotionsbelow). Economic Useful Life of Intangible Assets.The Company reviews the
economic useful life of its intangible assets annually. The determination of
the economic useful life of an intangible asset requires a significant amount
of judgment and entails significant subjectivity and uncertainty. Promotions. Promotional expenses associated with rebates, marketing
promotions and special pricing arrangements are recorded as a reduction of
revenues or selling expense at the time the sale is recorded. Certain of these
expenses are estimated based on historical trends and expected future payments
to be made under these programs. The Company believes the estimates recorded
in the financial statements are reasonable estimates of the Companys liability
under these programs. Concentration of Credit Risk and Significant Customers. Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash equivalents and trade receivables. The Company
places its cash equivalents with high credit quality financial institutions.
The Company performs periodic credit evaluations of its customers financial
condition and generally does not require collateral. The Company encounters a
certain amount of credit risk as a result of a concentration of receivables
among a few significant customers. Sales to the Companys largest customer
were approximately 28.3% of revenues for the three month period ended June 5,
2004. Accounts receivable at June 5, 2004 included receivables from the
Companys largest customer totaling $3.5 million. New Accounting Pronouncements. In December of 2003, the FASB issued FIN
46R, Consolidation of Variable Interest Entities (FIN 46R), which replaces
the same titled FIN 46 that was issued in January 2003. FIN 46R addresses how
to identify variable interest entities and the criteria that requires a company
to consolidate such entities in its financial statements. FIN 46R is effective
for the first reporting period that ends after March 15, 2004. This statement
did not have an impact on the Companys financial statements. Liquidity and Capital Resources Net cash provided by (used in) operating activities was ($0.2) million and
$5.6 million for first quarter 2005 and first quarter 2004, respectively. The
primary components of the net cash used in operating activities for first
quarter 2005 were: (1) a decrease in trade accounts payable and other accrued
liabilities of $2.4 million; and (2) an increase in inventories of $3.2
million; offset by (3) a decrease in accounts receivables $3.4 million. 16




---



##### 



Net cash used in investing activities was $1.5 million for first quarter
2005, compared to $4.7 million for first quarter 2004. The decrease is
primarily due to significant capital expenditures for a plant expansion in
first quarter 2004 that did not occur in first quarter 2005. Net cash provided by (used in) financing activities was $1.6 million for
first quarter 2005, compared to ($0.6) million for first quarter 2004. The
increase in cash provided by financing activities was due primarily to: (1)
increased net borrowings under the revolving credit agreement of $6.1 million;
offset by (2) loan origination fees incurred in the amount of $3.4 million and
(3) principal payments on long-term debt totaling $1.1 million. The interest rate for borrowings under the Companys $40 million revolving
credit facility at June 5, 2004 was 5% (prime plus 1%). At June 5, 2004 the
interest rate for the Companys real estate term loan subline and the equipment
term loan subline is 5.25% (prime plus 1.25%). As of June 5, 2004, the Company had $0.1 million in cash and cash
equivalents on hand, outstanding borrowings under its revolving credit facility
of $19.4 million and borrowing availability of approximately $6.8 million.
Also as of June 5, 2004, the Company had borrowings under the real estate
subline and the equipment subline of $4.6 million and $4.4 million,
respectively. The Company has budgeted approximately $4.4 million for capital
expenditures for the remainder of fiscal 2005. These expenditures are primarily
for the routine food processing capital improvement projects and other
miscellaneous expenditures. The Company believes that funds from operations
and funds from the $40 million revolving credit facility, as well as the
Companys ability to enter into capital or operating leases, will be adequate
to finance these capital expenditures. If the Company continues its historical revenue growth trend as expected,
then the Company may be required to raise and invest additional capital for
additional plant expansion projects to provide operating capacity to satisfy
increased demand. Management believes that future cash requirements for these
plant expansion projects may need to be met through other long-term financing
sources. The incurrence of additional long-term debt is governed and
restricted by the Companys existing debt instruments. Furthermore, there can
be no assurance that additional long-term financing will be available on
advantageous terms (or any terms) when needed by the Company. On March 8, 2004, following a consent solicitation in which consents of
holders of $112.4 million in aggregate principal amount of the Companys
outstanding senior notes due 2006 (the Notes), representing 97.74% of the
outstanding Notes, consented to a Fourth Supplemental Indenture between the
Company and U.S. Bank National Association, as trustee (the Trustee), the
Company entered into the Fourth Supplemental Indenture with the Trustee. See
Item 5, Other InformationSale of Company. Concurrently with the execution
of the Fourth Supplemental Indenture the Company took title to an aircraft
transferred from a related party subject to $5.6 million of existing purchase
money debt; cancelled the $1.0 million related party note receivable from its
principal shareholders; cancelled the balances owed by the Company to certain
related parties, as follows: $0.5 million owed to Columbia Hill Aviation; $3.5
million owed to PF Purchasing and $0.5 million owed to PF Distribution; and
assumed the operating leases of PF Distribution in connection with the Fourth
Supplemental Indenture. Minimum lease payments on the former PF Distribution
operating leases will be $3.0 million during fiscal year 2005, $2.9 million
during fiscal year 2006 and $0.5 million during fiscal year
2007. The Company assumed $15.3 million of subordinated debt of
PF Management, Inc., the sole shareholder of the Company, in
connection with the execution of the Fourth Supplemental Indenture and
cancelled the $1.0 million related party note receivable against the debt
assumed from PF Management. 17




---



##### 



Subsequent
to the end of the first quarter 2005, on June 30, 2004, the
shareholders of PF Management closed the sale of their shares of
stock of PF Management to an affiliate of Madison Dearborn
Partners, LLC (MDP), see Item 5, Other
InformationSale of Company. Effective June 30,
2004, the Company terminated its three-year variable-rate $40 million revolving
credit facility. Existing debt issuance costs related to the Companys former
$40 million facility in the amount of $0.5 million and a prepayment penalty in
the amount of $0.4 million were paid to the former lender and were charged to
interest expense. Also effective June 30, 2004, the Company obtained a $190
million credit facility from a new lender which includes a six-year
variable-rate $150 million term loan, a five-year variable rate $40 million
revolving credit facility and a $10 million letter of credit subfacility.
Funds available under this new facility are available for working capital
requirements, permitted investments and general corporate purposes. Borrowings
under the new facility bear interest at floating rates based upon the interest
rate option selected from time to time by the Company and are secured by a
first-priority security interest in substantially all of the Companys assets.
The interest rate for borrowings under the new revolving credit facility at
June 30, 2004 was 5.75% (prime plus 1.5%). Repayment of borrowings under the
term loan is $375,000 per quarter beginning on September 4, 2004, with a
balloon payment of $141.4 million due on June 5, 2010. The maturity date of the
$40 million revolving credit facility is June 30, 2009. In addition, the
Company is required to satisfy certain financial covenants regarding cash flow
and capital expenditures. Also in connection with the sale of the Company,
the Company issued $125.0 million of 9-7/8% Senior Subordinated Notes due 2012
(the New Notes). The proceeds of the New Notes, together with the equity
contributions from MDP and certain members of management (see Item 5, Other
Information  Sale of Company) and borrowings under our new senior credit
facility, were used to finance the acquisition of the Company and to repay
outstanding indebtedness, including paying off debt of PF Management
assumed by the Company under the Fourth Supplemental Indenture, paying for the Notes tendered in connection
with the tender offer described in Item 5, Other InformationSale of Company
and redeeming the Notes not tendered. The indenture governing the New Notes
contains restrictive covenants, including, among others, restrictions on the
ability of the Company to make dividends, enter into affiliate transactions,
incur indebtedness and make investments. Seasonality Except for sales to school districts, which represent approximately 19% of
the Companys total sales and which decline significantly during summer, late
November and December, there is no seasonal variation in the Companys sales. 18




---



##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK As discussed in its annual report for the fiscal year ended March 6, 2004,
the Company is exposed to market risks stemming from changes in interest rates,
foreign exchange rates and commodity prices. Changes in these factors could
cause fluctuations in the Companys financial condition, results of operations
and cash flows. The Company owned no derivative financial instruments or
nonderivative financial instruments held for trading purposes at June 5, 2004
or March 6, 2004. Certain of the Companys outstanding nonderivative financial
instruments at June 5, 2004 are subject to interest rate risk, but not subject
to foreign currency or commodity price risk. In first quarter 2005, beef,
pork and chicken prices increased approximately 9%, 39% and 44%, respectively,
compared to the prices at the fiscal year ended March 6, 2004. The Company
manages commodity price risk through purchase orders, non-cancelable contracts
and by passing on such cost increases to customers. The Companys major market risk exposure is potential loss arising from
changing interest rates and its impact on long-term debt. The Companys policy
is to manage interest rate risk by maintaining a combination of fixed and
variable rate financial instruments in amounts and with maturities that
management considers appropriate. The risks associated with long-term debt at
June 5, 2004 have not changed materially since March 6, 2004. Of the long-term
debt outstanding at June 5, 2004, the $115.0 million of Notes, the $4.4
million equipment term loan subline and the $4.6 million real estate term loan
subline accrued interest at a fixed rate, while the $19.4 million of
outstanding borrowings under the revolving credit facility, the $13.5 million
of subordinated debt of PF Management assumed by the Company in connection with
the Fourth Supplemental Indenture and the $5.5 million aircraft debt accrued
interest at variable rates. A rise in prevailing interest rates could have
adverse effects on the Companys financial condition and results of operations.
A 25 basis point increase in the reference rates for the Companys average
variable rate debt outstanding during first quarter 2005 would have decreased
net income for that period by approximately $20,177. Cautionary Statement As To Forward Looking Information Certain statements made in this document are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks and uncertainties that may cause
actual results to differ materially from expected results. These risks and
uncertainties include: adverse changes in
food costs and availability of supplies; our significant level of
indebtedness; restrictions imposed by the Companys debt
instruments; competition in the food industry; government regulation; dependence on
significant customers; consolidation of our customers; general risks
of the food industry, including risk of contamination, mislabeling of
food products, a decline in meat consumption and outbreak of disease
among cattle, chicken or pigs; dependence on key personnel; potential
labor disruptions and other factors, risks and uncertainties identified in
Exhibit 99.1 to our Annual Report on Form 10-K filed with the SEC on March 9,
2004 and in our other filings with the SEC. This list of risks and
uncertainties is not exhaustive. Also, new risk factors emerge over time.
Investors should not place undue reliance on the predictive value of
forward-looking statements. 19




---



##### 



ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. The Companys President
and Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of Companys disclosure controls and procedures (as such term is
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of the end of the
period covered by this report. Based upon that evaluation, the Companys
President and Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, the
Companys disclosure controls and procedures are effective in alerting them on
a timely basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Companys reports
filed or submitted under the Exchange Act. During the last fiscal quarter,
there have been no significant changes in the Companys internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting. 20




---



##### 



PART II. OTHER INFORMATION 
 ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS A
special meeting of the shareholders of the Company was held on
April 19, 2004. The board of directors of PF Management, acting
on behalf of PF Management as the sole shareholder of the Company,
reviewed the qualifications of the nominee for independent director
proposed by holders of the Companys Notes in accordance with
the Fourth Supplemental Indenture (see Item 5, Other
Information  Restructuring of Senior Notes) and
determined not to appoint the noteholders nominee to the
Companys board. 
 ITEM 5. OTHER INFORMATION Restructuring of Senior Notes. In November 2002, the Company received a notice alleging that the Company
was in violation of certain non-financial covenants under the Indenture
covering the Senior Notes. The Company disagreed that it had violated any
Indenture covenants. On March 8, 2004, following a consent solicitation in which consents of
holders of $112.4 million in aggregate principal amount of the Companys
outstanding Notes, representing 97.74% of the outstanding Notes, consented to a
Fourth Supplemental Indenture between the Company and the Trustee, the Company
entered into the Fourth Supplemental Indenture with the Trustee. Among other
things, the Fourth Supplemental Indenture increased the annual interest rate on
the Notes from 10.75% to 12.25% through March 31, 2005 and 13.25% thereafter;
required the payment of a cash consent fee of $3.5 million (3% of the principal
amount of Notes held by each consenting noteholder); granted to the noteholders
liens on the assets of the Company and its subsidiaries, such liens being
junior to the senior liens securing the Companys credit facility, granted to
noteholders a repurchase right allowing all of the noteholders to require the
Company to repurchase their Notes at par plus accrued interest on March 31,
2005; provided for the payment of a portion of certain cash flow of the Company
(referred to as excess cash) to reduce the principal amount of Notes
outstanding at the end of the Companys fiscal years; added restrictive
covenants limiting the compensation payable to certain senior executives of the
Company and limiting future related party transactions; required the
termination of all related party transactions, except for certain
specifically-permitted transactions; provided for the assumption by the Company
of approximately $15.3 million of subordinated debt of PF Management; required
the Company to comply with certain corporate governance standards, including
appointing an independent director acceptable to the Company and the
noteholders to its board and hiring an independent auditor to monitor the
Companys compliance with the Indenture; and waived any and all defaults of the
Indenture existing as of March 8, 2004. The restrictive covenants limiting compensation payable to certain senior
executives of the Company did permit for bonus payments to those executives
above the compensation limitations. The bonus payments would be based on the
profitability of the Company and cash payments made on the Notes. Concurrently with the execution of the Fourth Supplemental Indenture the
Company took title to an aircraft transferred from a related party subject to
$5.6 million of existing purchase money debt; assumed $15.3 million of debt
from PF Management; cancelled the $1.0 million related party note receivable
against the debt assumed from PF Management; cancelled the balances owed by the
Company to certain related parties, as follows: $0.5 million owed to Columbia
Hill Aviation; $3.5 million owed to PF Purchasing; $0.5 million owed to PF
Distribution; and assumed the operating leases of PF Distribution in connection
with the Fourth Supplemental Indenture. Minimum lease payments on the former
PF Distribution operating leases will be $3.0 million during fiscal year 2005,
$2.9 million during fiscal year 2006 and $0.5 million during fiscal year 2007. Sale of Company On May 11, 2004, the shareholders of PF Management, the sole shareholder
of the Company, agreed to sell their shares of stock in PF Management to an
affiliate of MDP. The sale closed on June 30, 2004. In connection with the sale, the following occurred: 21




---



##### 




    
    The Company merged with Pierre Merger Corp., an affiliate of MDP,
with the Company being the surviving corporation following the merger.
    
    The Company terminated its three-year variable-rate $40 million
revolving credit facility and obtained a $190 million credit facility
from a new lender which includes a six-year variable-rate $150 million
term loan and a five-year variable rate $40 million revolving credit
facility with a $10 million letter of credit subfacility. See
Item 2, Managements Discussion and Analysis of
Financial Condition and Results of OperationsLiquidity and
Capital Resources.
    
    The Company terminated its few remaining related party transactions,
transferred miscellaneous assets to Messrs. Richardson and Clark, and
sold its airplane to Mr. Richardson.
    
    Pierre Merger Corp. closed a cash tender offer
and consent solicitation for the Companys Notes. Holders of
approximately $110 million, or approximately 96%, of aggregate principal
amount of the Companys outstanding Notes tendered their Notes. The
Company, as the surviving corporation of the merger with Pierre Merger
Corp., accepted and paid for all Notes tendered pursuant to the tender
offer. In connection with the tender, the Noteholders agreed to the
terms of a Fifth Supplemental Indenture, which eliminated substantially
all of the restrictive covenants contained in the indenture governing
the Notes, including the covenants contained in the Fourth Supplemental
Indenture. A redemption notice for the Notes not tendered was issued
on June 30, 2004 and these Notes will be redeemed as of
July 20, 2004.
    
    The Company issued the New Notes. The proceeds of the New Notes,
together with the equity contributions from MDP and certain members of
management (as described below) and borrowings under our new senior
credit facility, were used to finance the acquisition of the Company and
to repay outstanding indebtedness, including paying off debt of PF
Management assumed by the Company under the Fourth Supplemental
Indenture (except capital leases), paying for the Notes
tendered in connection with the tender offer described above and
redeeming the Notes not tendered.
    
    The Companys President and Chief Executive Officer, Norbert E.
Woodhams, and its Senior Vice President of Sales, Marketing and New
Product Development, Robert
C. Naylor, signed employment agreements committing them to continue
working for the Company after the sale. The stated term of employment
for each executive is one year, but each agreement will renew
automatically and continuously year-to-year unless terminated. In
addition, Messrs. Woodhams and Naylor made equity
investments of $3.1 million and $2.3 million, respectively,
in the Company under its new owner. 22




---



##### 



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  (a)
    
    ExhibitsSee the Index to Exhibits provided elsewhere in this report.(b)
    
    Reports on Form 8-K The Company announced on May 17, 2004 the execution of an
agreement whereby the shareholders of the Companys parent, PF
Management, agreed to sell their shares of stock of PF Management to an
affiliate of Madison Dearborn Partners, LLC. 23




---



##### 



SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. PIERRE FOODS, INC. Date: July 20, 2004
    
    By:
    
    /S/ NORBERT E. WOODHAMSNorbert E. WoodhamsPresident and Chief Executive Officer(Principal Executive Officer)Date: July 20, 2004
    
    By:
    
    /S/ PAMELA M. WITTERSPamela M. WittersChief Financial Officer(Principal Financial Officer)
 24




---



##### 



INDEX TO EXHIBITS Exhibit No.
    
    Description2.1
    
    Stock Purchase Agreement, dated as of May 11, 2004, between PF
Management, Inc., the PF Management, Inc. Shareholders, David R. Clark and
Pierre Holding Corp (incorporated by reference to Exhibit 10.12 to the
Companys Annual Report on Form 10-K for its fiscal year ended March 6,
2004)3.1
    
    Articles of Restatement of Pierre Foods, Inc., dated July 30, 2002
incorporating Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q
for its fiscal quarter ended August 31, 2002)3.2
    
    Amended and Restated Bylaws of Pierre Foods, Inc., dated September 18,
2002 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly
Report on Form 10-Q for its fiscal quarter ended August 31, 2002)3.3
    
    Agreement and Restated Agreement and Plan of Share Exchange between
Pierre Foods, Inc. and PF Management, Inc., dated as of December 20, 2001
(incorporated by reference to Appendix A to the Companys Preliminary
Proxy Statement on Schedule 14A file on January 24, 2002)4.1
    
    Note Purchase Agreement, dated June 4, 1998, among the Company, the
Guarantors and the Initial Purchasers (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the SEC
on June 24, 1998)4.2
    
    Indenture, dated as of June 9, 1998, among the Company, certain
Guarantors and State Street Bank and Trust Company, Trustee (incorporated
by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K
filed with the SEC on June 24, 1998)4.3
    
    Form of Global Note (incorporated by reference to Exhibit 4.3 to the
Companys Annual Report on Form 10-K for its fiscal year ended March 6,
2004)4.4
    
    First Supplemental Indenture, dated as of September 5, 1998, among the
Company, State Street Bank and Trust Company, Trustee, and Pierre Leasing,
LLC (incorporated by reference to Exhibit 4.8 to Pre-Effective amendment
No. 1 to the Companys Registration Statement on Form S-4 (No. 333-58711))4.5
    
    Second Supplemental Indenture dated as of February 26, 1999 among the
Company, State Street Bank and Trust Company, Trustee, and Fresh Foods
Restaurant Group, LLC (incorporated by reference to Exhibit 4.9 to the
Companys Quarterly Report on Form 10-Q for its fiscal quarter ended
December 4, 1999)4.6
    
    Third Supplemental Indenture dated as of October 8, 1999 between the
Company and State Street Bank and Trust Company, Trustee (incorporated by
reference to Exhibit 4.10 to the Companys Quarterly Report on Form 10-Q
for its fiscal quarter ended December 4, 1999)4.7
    
    Fourth Supplemental Indenture dated as of March 8, 2004 between the
Company and U.S. Bank National Association, Trustee (incorporated by
reference to Exhibit 4.8 to the Companys Annual Report on Form 10-K for
its fiscal year ended March 1, 2003)10.1
    
    Assignment and Assumption and Subordination Agreement dated as of March
8, 2004, between Pierre Foods, Inc. and PF Management, Inc. (incorporated
by reference to Exhibit 10.20 to the Companys Annual Report on Form 10-K
for its fiscal year ended March 1, 2003)10.2
    
    Termination Agreement dated as of March 8, 2004, between Columbia Hill
Aviation, LLC and Pierre Foods, Inc. (incorporated by reference to Exhibit
10.21 to the Companys Annual Report on Form 10-K for its fiscal year
ended March 1, 2003)
 25




---



##### 



Exhibit No.
    
    Description10.3
    
    Termination Agreement dated as of March 8, 2004, between PF Purchasing,
LLC and Pierre Foods, Inc. (incorporated by reference to Exhibit 10.22 to
the Companys Annual Report on Form 10-K for its fiscal year ended March
1, 2003)10.4
    
    Termination Agreement dated as of March 8, 2004, between PF Distribution,
LLC and Pierre Foods, Inc. (incorporated by reference to Exhibit 10.23 to
the Companys Annual Report on Form 10-K for its fiscal year ended March
1, 2003)10.5
    
    Amendment No. 1 to, and Consent Under Loan and Security Agreement, dated
as of March 8, 2004, between Pierre Foods, Inc., PF Management, Inc. and
Fleet Capital Corporation (incorporated by reference to Exhibit 10.11 to
the Companys Annual Report on Form 10-K for its fiscal year ended March
6, 2004)10.6
    
    Third Amendment to Incentive Agreement, dated as of May 11, 2004, between
the Company and Norbert E. Woodhams (incorporated by reference to Exhibit
10.13 to the Companys Annual Report on Form 10-K for its fiscal year
ended March 6, 2004)10.7
    
    Amendment to Employment Agreement, dated as of May 11, 2004, between the
Company and Pamela M. Witters (incorporated by reference to Exhibit 10.14
to the Companys Annual Report on Form 10-K for its fiscal year ended
March 6, 2004)10.8
    
    Amendment to Employment Agreement, dated as of May 11, 2004, between the
Company and Robert C. Naylor (incorporated by reference to Exhibit 10.15
to the Companys Annual Report on Form 10-K for its fiscal year ended
March 6, 2004)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer32
    
    Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer
 The Company hereby agrees to provide to the Commission, upon request,
copies of long-term debt instruments omitted from this report pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K under the Securities Act. 26