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 15, 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 8.01 Other Events

In connection with its previously-announced debt refinancing, Pinnacle Foods Inc. (NYSE: PF) today announced that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (“Pinnacle Foods”), intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior unsecured notes due 2021 (the “Notes”) in a private offering.

Pinnacle Foods intends to use the net proceeds from the offering, together with a portion of the proceeds from term loan borrowings pursuant to the previously-announced refinancing of its senior secured credit facilities and cash on hand, to redeem all $400 million aggregate principal amount of its 8.25% Senior Notes due 2017 (the “2017 Notes”) and to pay related premiums, fees and expenses. The obligation of Pinnacle Foods to redeem the 2017 Notes will be conditioned upon the consummation of this offering.

The Notes will be co-issued with Pinnacle Foods' wholly-owned subsidiary, Pinnacle Foods Finance Corp., and guaranteed by Pinnacle Foods Inc. and all of Pinnacle Foods' existing and future domestic subsidiaries that guarantee Pinnacle Foods' senior secured credit facilities.

The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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 INC.

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

Date: April 15, 2013

Index to Exhibits

Exhibit Number	Description
99.1	Press Release of Pinnacle Foods Inc. issued April 15, 2013, furnished herewith.

EX-99.1

FOR IMMEDIATE RELEASE

Pinnacle Foods Inc. Announces Launch of $400 Million Notes Offering as Part of the Company's Previously-Announced Refinancing Plan

PARSIPPANY, NEW JERSEY, April 15, 2013 - In connection with its previously-announced debt refinancing, Pinnacle Foods Inc. (NYSE: PF) today announced that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (“Pinnacle Foods”), intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior unsecured notes due 2021 (the “Notes”) in a private offering.

Pinnacle Foods intends to use the net proceeds from the offering, together with a portion of the proceeds from term loan borrowings pursuant to the previously-announced refinancing of its senior secured credit facilities and cash on hand, to redeem all $400 million aggregate principal amount of its 8.25% Senior Notes due 2017 (the “2017 Notes”) and to pay related premiums, fees and expenses. The obligation of Pinnacle Foods to redeem the 2017 Notes will be conditioned upon the consummation of this offering.

The Notes will be co-issued with Pinnacle Foods' wholly-owned subsidiary, Pinnacle Foods Finance Corp., and guaranteed by Pinnacle Foods Inc. and all of Pinnacle Foods' existing and future domestic subsidiaries that guarantee Pinnacle Foods' senior secured credit facilities.

The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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