8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 10, 2013

Commission File Number 001-35844

___________________________________

Pinnacle Foods Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	35-2215019
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
399 Jefferson Road Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 541-6620

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On April 10, 2013, Pinnacle Foods Inc. (NYSE: PF) issued a press release announcing that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (“Pinnacle Foods”), intends to launch a refinancing of existing indebtedness outstanding under its senior secured credit facilities and its 8.25% senior unsecured notes due 2017 (the “Notes”). Pinnacle Foods indicated that the proposed refinancing is expected to reduce its annual interest expense and improve its debt maturity profile.

In connection with the proposed refinancing, Pinnacle Foods intends to redeem all $400 million outstanding principal amount of the Notes on May 10, 2013. Pinnacle Foods' obligation to redeem the Notes will be conditioned upon the consummation of the refinancing.

The consummation of the refinancing is subject to market and other customary conditions and there can be no assurance that the refinancing will occur. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to this Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

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 thereto duly authorized.

PINNACLE FOODS FINANCE LLC

By:	/s/ CRAIG STEENECK
Name:	Craig Steeneck
Title:	Executive Vice President and Chief Financial Officer

Date: April 10, 2013

Index to Exhibits

Exhibit Number	Description
99.1	Press release, dated April 10, 2013, issued by Pinnacle Foods Inc.

EX-99.1

FOR IMMEDIATE RELEASE

Pinnacle Foods Finance LLC Launches Proposed Refinancing

PARSIPPANY, N.J., April 10, 2013 - Pinnacle Foods Inc. (NYSE: PF) announced today that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (“Pinnacle Foods”), intends to launch a refinancing of existing indebtedness outstanding under its senior secured credit facilities and its 8.25% senior unsecured notes due 2017 (the “Notes”). Pinnacle Foods indicated that the proposed refinancing is expected to reduce its annual interest expense and improve its debt maturity profile.

In connection with the proposed refinancing, Pinnacle Foods intends to redeem all $400 million outstanding principal amount of the Notes on May 10, 2013. Pinnacle Foods' obligation to redeem the Notes will be conditioned upon the consummation of the refinancing.

The consummation of the refinancing is subject to market and other customary conditions and there can be no assurance that the refinancing will occur.

FORWARD-LOOKING STATEMENTS

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and we assume no obligation to update the information included in this press release. Such forward-looking statements include information concerning our possible or assumed future results of operations. These statements often include words such as “approximate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

CONTACT:

Maria Sceppaguercio

SVP, Investor Relations

973-541-8629