<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1997
REGISTRATION NO. 333-24715
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AURORA FOODS INC.
(formerly MBW Foods Inc.)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2099 13-3921934
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
</TABLE>
--------------------------
Community Corporate Center
445 Hutchinson Avenue
Columbus, Ohio 43235
(614) 436-8600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
MR. THOMAS J. FERRARO
PRESIDENT
AURORA FOODS INC.
COMMUNITY CORPORATE CENTER
445 HUTCHINSON AVENUE
COLUMBUS, OHIO 43235
(614) 436-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
Mr. James B. Ardrey Frank L. Schiff, Esq.
Dartford Partnership White & Case
L.L.C. 1155 Avenue of the Americas
456 Montgomery Street, New York, New York 10036-2787
Suite 2200 (212) 819-8752
San Francisco, California
94104
(415) 982-3019
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the information of a holding company and there is compliance
with General Instruction G, check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH OFFERING AGGREGATE
NOTE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED NOTE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
9 7/8% Series B Senior Subordinated
Notes due 2007....................... $100,000,000 100% $100,000,000 $30,303.03
9 7/8% Series D Senior Subordinated
Notes due 2007....................... $100,000,000 100% $100,000,000 $30,303.03
</TABLE>
(1) In accordance with Rule 457(f)(2), the registration fee is calculated based
on the book value, which was been computed as of July 11, 1997, of the
outstanding 9 7/8% Senior Subordinated Notes due 2007 and 9 7/8% Series C
Senior Subordinated Notes due 2007 of Aurora Foods Inc. to be cancelled in
the exchange transaction hereunder. $60,606.06 has been paid to the
Commission prior to the filing of this Amendment.
--------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director except
for those breaches and acts or omissions with respect to which the General
Corporation Law of the State of Delaware expressly provides that the Certificate
of Incorporation shall not eliminate or limit such personal liability of
directors.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if they had no reasonable
cause to believe their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------
<C> <S>
*1.1 Purchase Agreement dated February 5, 1997 by and between the Company and Chase Securities Inc.
*1.2 Purchase Agreement dated June 18, 1997 by and between the Company, Chase Securities Inc. and
Credit Suisse First Boston Corporation.
*2.1 Asset Purchase Agreement dated as of December 18, 1996, by and between MBW Foods Inc. (as
successor-in-interest to MBW Acquisition Corp.) and Conopco, Inc., as amended.
*2.2 Asset Purchase Agreement dated as of May 7, 1997 by and between the Company and Kraft Foods, Inc.
*3.1 Certificate of Incorporation of the Company, as amended to date, filed with the Secretary of State
of the State of Delaware on November 21, 1996.
*3.2 Amended and Restated By-laws of the Company.
*4.1 Indenture dated as of February 10, 1997, by and between the Company and Wilmington Trust Company
(the "Indenture").
*4.2 Specimen Certificate of 9 7/8% Series A Senior Subordinated Note due 2007 (included in Exhibit 4.1
hereto).
*4.3 Specimen Certificate of 9 7/8% Series B Senior Subordinated Note due 2007 (included in Exhibit 4.1
hereto).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------
*4.4 Form of Note Guarantee to be issued by future subsidiaries of the Company pursuant to the Series A
Indenture (included in Exhibit 4.1 hereto).
<C> <S>
*4.5 Exchange and Registration Rights Agreement dated as of February 10, 1997, by and between the
Company and Chase Securities Inc.
*4.6 Indenture dated as of July 1, 1997 by and between the Company and Wilmington Trust Company (the
"Series C Indenture").
*4.7 Specimen Certificate of 9 7/8% Series C Senior Subordinated Note due 2007 (included in Exhibit 4.6
hereto).
*4.8 Form of Note Guarantee to be issued by future subsidiaries of the Company pursuant to the Series C
Indenture (included in Exhibit 4.6 hereto).
*4.9 Exchange and Registration Rights Agreement dated as of July 1, 1997 by and between the Company,
Chase Securities Inc. and Credit Suisse First Boston Corporation.
5.1 Opinion of White & Case regarding the legality of the Series B Notes.
5.2 Opinion of White & Case regarding the legality of the Series D Notes.
8.1 Opinion of White & Case regarding certain tax matters--Series B Notes.
8.2 Opinion of White & Case regarding certain tax matters--Series D Notes
*10.1 Management Services Agreement, dated as of December 31, 1996, by and between the Company and
Dartford Partnership L.L.C.
*10.2 Advisory Services Agreement, dated as of December 31, 1996, by and between the Company and MDC
Management Company III, L.P.
*10.3 Agreement dated as of December 31, 1996, by and between MBW Foods Inc. and Fenway Partners, Inc.
*10.4 Amended and Restated Credit Agreement, dated as of July 1, 1997, by and among the Company, Aurora
Holdings Inc., as Guarantor, the Lenders listed therein, The Chase Manhattan Bank, as
Administrative Agent, Chase Securities Inc., as Arranging Agent and Exhibits thereto.
*10.5 Employment Agreement, dated as of December 31, 1996, by and between the Company and Thomas J.
Ferraro.
*10.6 Employment Agreement, dated as of December 31, 1996, by and between the Company and C. Gary
Willett.
*10.7 Co-Pack Agreement, dated as of December 31, 1996, by and between the Company and Van den Bergh
Foods Company.
*10.8 Flavor Supply Agreement, dated as of December 31, 1996, by and between the Company and Quest
International Flavors & Food Ingredients Company.
*10.9 Transition Services Agreement, dated as of December 31, 1996, by and between the Company and
Conopco, Inc.
*10.10 Shared Technology Licensing Agreement, dated as of December 31, 1996, by and between the Company
and Conopco, Inc.
*10.11 Amended & Restated Limited Liability Company Agreement of MBW Investors LLC, dated as of December
31, 1996.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------
10.12 Employment Agreement, dated as of January 20, 1997, by and between the Company and Alan Mintz.
<C> <S>
*10.13 Transitional Co-Pack Agreement, dated as of July 1, 1997, by and between the Company and Kraft
Foods, Inc.
*10.14 Transition Services Agreement, dated as of July 1, 1997, by and between the Company and Kraft
Foods, Inc.
*10.15 Excluded Business Co-Pack Agreement, dated as of July 1, 1997, by and between the Company and
Kraft Foods, Inc.
*10.16 Red Wing Co-Pack Agreement, dated as of June 9, 1997 by and between the Company and The Red Wing
Company, Inc.
*10.17 Employment Agreement, dated as of June 16, 1997, by and between the Company and Dirk C. Grizzle.
*12.1 Statement re computation of ratios.
*21.1 Subsidiaries of Registrant.
*23.1 Consent of Price Waterhouse LLP.
23.2 Consent of White & Case (contained in the opinions filed as Exhibits 5.1 and 5.2 hereto).
23.3 Consent of White & Case (contained in Exhibits 8.1 and 8.2 hereto).
*23.4 Consent of Coopers & Lybrand L.L.P.
*24.1 Power of Attorney (see page II-4).
*25.1 Series B Notes--Statement of eligibility of trustee.
*25.2 Series D Notes--Statement of eligibility of trustee.
*99.1 Form of Letter of Transmittal for Series B Notes.
*99.2 Form of Notice of Guaranteed Delivery for Series B Notes.
*99.3 Series B Notes--Letter to Brokers.
*99.4 Series B Notes--Letter to Clients.
*99.5 Series B Notes--Instructions to Registered Holder and/or Book Entry Transfer Participant from
Beneficial Owner.
*99.6 Guidelines for Certificate of Taxpayer Identification Number on substitute Form W-9.
*99.7 Form of Letter of Transmittal for Series D Notes.
*99.8 Form of Notice of Guaranteed Delivery for Series D Notes.
*99.9 Series D Notes--Letter to Brokers.
*99.10 Series D Notes--Letter to Clients.
*99.11 Series D Notes--Instructions to Registered Holder and/or Book Entry Transfer Participant from
Beneficial Owner.
</TABLE>
- ------------------------
* previously filed
II-3
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(d) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securitites being registered which remain unsold at the termination of the
offering.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on September 8, 1997.
<TABLE>
<S> <C> <C>
MBW FOODS INC.
By: *
------------------------------------------
James B. Ardrey
EXECUTIVE VICE PRESIDENT
AND DIRECTOR
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints and
hereby authorizes James B. Ardrey and Tyler T. Zachem, and each of them, as
attorney-in-fact, to sign on such person's behalf, individually and in each
capacity stated below, and to file any amendments, including post-effective
amendments to the registration statement.
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 3
to this Registration Statement has been signed by the following persons in the
capacities indicated on September 8, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
*
-------------------------------------------- Director and President
Thomas J. Ferraro (Principal Executive Officer)
*
-------------------------------------------- Chief Financial Officer
Dirk C. Grizzle (Principal Financial and Accounting Officer)
*
-------------------------------------------- Director and Executive Vice President
Ray Chung
*
-------------------------------------------- Chairman of the Board of Directors
Ian R. Wilson
*
-------------------------------------------- Director and Executive Vice President
James B. Ardrey
*
-------------------------------------------- Director
David E. De Leeuw
*
-------------------------------------------- Director
Charles Ayres
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------------------- --------------------------------------------------------
/S/ TYLER T. ZACHEM
-------------------------------------------- Director
Tyler T. Zachem
<S> <C>
*
-------------------------------------------- Director
Peter Lamm
*
-------------------------------------------- Director
Richard C. Dresdale
*
-------------------------------------------- Executive Vice President
C. Gary Willett
*
-------------------------------------------- Vice President and Secretary
M. Laurie Cummings
*By: /S/ TYLER T. ZACHEM
---------------------------------------
Tyler T. Zachem
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
September 8, 1997
Aurora Foods Inc.
Community Corporate Center
445 Hutchison Avenue
Columbus, Ohio 43235
Gentlemen:
We have acted as special counsel to Aurora Foods Inc. (the "Company") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") to be filed with the Securities Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of $100
million aggregate principal amount of 9 7/8% Series B Senior Subordinated Notes
due 2007 of the Company (the "New Notes") to be offered and issued by the
Company under an Indenture dated as of February 10, 1997 by and among the
Company and Wilmington Trust Company, as Trustee.
Upon the basis of the foregoing, we are of the opinion that, upon
issuance thereof in the manner described in the Registration Statement the New
Notes will be valid and binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ WHITE & CASE
<PAGE>
EXHIBIT 5.2
September 8, 1997
Aurora Foods Inc.
Community Corporate Center
445 Hutchison Avenue
Columbus, Ohio 43235
Gentlemen:
We have acted as special counsel to Aurora Foods Inc. (the "Company") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") to be filed with the Securities Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of $100
million aggregate principal amount of 9 7/8% Series D Senior Subordinated Notes
due 2007 of the Company (the "New Notes") to be offered and issued by the
Company under an Indenture dated as of July 1, 1997 by and among the Company and
Wilmington Trust Company, as Trustee.
Upon the basis of the foregoing, we are of the opinion that, upon
issuance thereof in the manner described in the Registration Statement the New
Notes will be valid and binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ WHITE & CASE
<PAGE>
EXHIBIT 8.1
September 8, 1997
Aurora Foods Inc.
Community Corporate Center
445 Hutchison Avenue
Columbus, Ohio 43235
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
transactions described in the Registration Statement on Form S-4 (Registration
No. 333-24715) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), on April 7, 1997 by Aurora Foods Inc.
(formerly MBW Foods Inc.), a Delaware corporation (the "Company"), and described
in the Company's Offer to Exchange 9 7/8% Series B Senior Subordinated Notes due
2007 (the "New Notes") for all outstanding 9 7/8% Senior Subordinated Notes due
2007 (the "Old Notes") set forth in the Prospectus (the "Prospectus") contained
within the Registration Statement. Capitalized terms used but not otherwise
defined herein shall have the meaning ascribed thereto in the Registration
Statement.
Our opinion is based on an examination of the Registration Statement,
the Prospectus, and such other documents, corporate records and materials as we
have deemed necessary or appropriate for the purposes of this opinion. We
assume that all transactions relating to the exchange pursuant to the Exchange
Offer will be carried out in accordance with the terms of the governing
documents without any amendments thereto or waiver of any terms thereof, and
that such documents represent the entire agreement of the parties thereto. We
understand the relevant facts to be as follows:
<PAGE>
Aurora Foods Inc.
Page 2
The Old Notes were originally issued and sold on February 10, 1997 in
a transaction not registered under the Securities Act, in reliance upon the
exemptions provided in Rule 144A and Regulation D under the Securities Act.
Accordingly, the Old Notes are generally subject to substantial transfer
restrictions unless such notes are registered pursuant to the Securities Act or
unless an applicable exemption from the registration requirements of the
Securities Act is available. Pursuant to a Registration Rights Agreement dated
as of February 10, 1997 (the "Registration Rights Agreement") between the
Company and Chase Securities Inc., as the initial purchaser (the "Initial
Purchaser"), with respect to the Old Notes, the Company agreed to file within 60
days of the initial sales of the Old Notes to the Initial Purchaser the
registered Exchange Offer pursuant to which holders of the Old Notes would be
offered an opportunity to exchange their Old Notes for the New Notes which would
be issued without legends restricting the transfer thereof and use its best
efforts to cause such filing to become effective within 150 days after the date
of such filing. Alternatively, under certain circumstances, the Company agreed
to file a Shelf Registration Statement covering resales of the Old Notes and to
cause such Shelf Registration statement to be declared effective under the
Securities Act. Failure of the Company to comply with the requirements of the
Registration Rights Agreement could result in the Company becoming obligated to
pay Liquidated Damages to the holders of the Old Notes up to a maximum of $0.192
per week per $1,000 in principal amounts of the Old Notes; the New Notes will
not be subject to such Liquidated Damages. In general, the New Notes will be
freely transferable after the Exchange Offer without further registration under
the Securities Act. Except as noted above, the terms of the New Notes are
identical to those of the Old Notes.
Based on the foregoing and subject to the assumptions, qualifications
and limitations contained herein, we hereby confirm that the statements set
forth in the Prospectus under the heading "Certain United States Federal Income
Tax Consequences" constitute our opinion with respect to the material United
States Federal income tax consequences of the exchange pursuant to the Exchange
Offer, and the ownership and disposition of the Old Notes or the New Notes by
holders who hold such notes as capital assets. The possibility exists that
contrary positions may be taken by the Internal Revenue Service and that a court
may agree with such contrary position.
The foregoing opinion is specific to the transactions and the
documents referred to herein, and is based upon the facts known to us as of the
date hereof.
<PAGE>
Aurora Foods Inc.
Page 3
The foregoing opinion is predicated upon the Code, the regulations
thereunder, the administrative and judicial interpretations of the Code and
regulations, in each case as in effect on the date hereof. Any change in
applicable law or in any of the facts or other assumptions upon which we have
relied, may adversely affect such opinion.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to Aurora Foods Inc.'s Registration
Statement on Form S-4 relating to the exchange of the Old Notes for the New
Notes and to the reference to our firm under the heading "Certain United States
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ White & Case
[JTL]
<PAGE>
EXHIBIT 8.2
September 8, 1997
Aurora Foods Inc.
Community Corporate Center
445 Hutchison Avenue
Columbus, Ohio 43235
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
transactions described in the Registration Statement on Form S-4 (Registration
No. 333-24715) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), on April 7, 1997 by Aurora Foods Inc.
(formerly MBW Foods Inc.), a Delaware corporation (the "Company"), and described
in the Company's Offer to Exchange 9 7/8% Series D Senior Subordinated Notes due
2007 (the "New Notes") for all outstanding 9 7/8% Series C Senior Subordinated
Notes due 2007 (the "Old Notes") set forth in the Prospectus (the "Prospectus")
contained within the Registration Statement. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the
Registration Statement.
Our opinion is based on an examination of the Registration Statement,
the Prospectus, and such other documents, corporate records and materials as we
have deemed necessary or appropriate for the purposes of this opinion. We
assume that all transactions relating to the exchange pursuant to the Exchange
Offer will be carried out in accordance with the terms of the governing
documents without any amendments thereto or waiver of any terms thereof, and
that such documents represent the entire agreement of the parties thereto. We
understand the relevant facts to be as follows:
<PAGE>
Aurora Foods Inc.
Page 2
The Old Notes were originally issued and sold on July 1, 1997 in a
transaction not registered under the Securities Act, in reliance upon the
exemption provided in Rule 144A under the Securities Act. Accordingly, the
Old Notes are generally subject to substantial transfer restrictions unless
such notes are registered pursuant to the Securities Act or unless an
applicable exemption from the registration requirements of the Securities Act
is available. Pursuant to a Registration Rights Agreement dated as of July
1, 1997 (the "Registration Rights Agreement") between the Company and Chase
Securities Inc. and Credit Suisse First Boston, as the initial purchasers
(the "Initial Purchasers"), with respect to the Old Notes, the Company agreed
to file within 60 days of the initial sales of the Old Notes to the Initial
Purchasers the registered Exchange Offer pursuant to which holders of the Old
Notes would be offered an opportunity to exchange their Old Notes for the New
Notes which would be issued without legends restricting the transfer thereof
and use its best efforts to cause such filing to become effective within 150
days after the date of such filing. Alternatively, under certain
circumstances, the Company agreed to file a Shelf Registration Statement
covering resales of the Old Notes and to cause such Shelf Registration
statement to be declared effective under the Securities Act. Failure of the
Company to comply with the requirements of the Registration Rights Agreement
could result in the Company becoming obligated to pay Liquidated Damages to
the holders of the Old Notes up to a maximum of $0.192 per week per $1,000 in
principal amounts of the Old Notes; the New Notes will not be subject to such
Liquidated Damages. In general, the New Notes will be freely transferable
after the Exchange Offer without further registration under the Securities
Act. Except as noted above, the terms of the New Notes are identical to
those of the Old Notes.
Based on the foregoing and subject to the assumptions, qualifications
and limitations contained herein, we hereby confirm that the statements set
forth in the Prospectus under the heading "Certain United States Federal Income
Tax Consequences" constitute our opinion with respect to the material United
States Federal income tax consequences of the exchange pursuant to the Exchange
Offer, and the ownership and disposition of the Old Notes or the New Notes by
holders who hold such notes as capital assets. The possibility exists that
contrary positions may be taken by the Internal Revenue Service and that a court
may agree with such contrary position.
The foregoing opinion is specific to the transactions and the
documents referred to herein, and is based upon the facts known to us as of the
date hereof.
<PAGE>
Aurora Foods Inc.
Page 3
The foregoing opinion is predicated upon the Code, the regulations
thereunder, the administrative and judicial interpretations of the Code and
regulations, in each case as in effect on the date hereof. Any change in
applicable law or in any of the facts or other assumptions upon which we have
relied, may adversely affect such opinion.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to Aurora Foods Inc.'s Registration
Statement on Form S-4 relating to the exchange of the Old Notes for the New
Notes and to the reference to our firm under the heading "Certain United States
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ White & Case
[JTL]
