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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number: 333-50681
NOTIFICATION OF LATE FILING
[X] Form 10-K for period ended December 31, 1999
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Aurora Foods Inc.
Former name if applicable: N/A
Address of Principal Executive Office: 1000 Union Station, Suite 300
City, State and Zip Code: St. Louis, MO 63101
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12-b-25(b), the following
should be completed. (Check box if appropriate). [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report portion thereof could not filed within the
prescribed time period.
In February 2000, the Registrant announced that several members of its
senior management team had resigned, including the registrant's chief executive
officer and chief financial officer. The registrant developed an interim
management team, and relocated its corporate headquarters from San Francisco, CA
to St. Louis, MO. Also in February, the registrant formed a special committee to
conduct an investigation into the registrant's accounting practices. The special
committee retained legal counsel and an independent accounting firm to assist it
in the investigation. The special committee's investigation is continuing. The
registrant has not completed preparing its financial statements for the year
ended December 31, 1999, and, as a consequence, the registrant's accountants
have not yet delivered their audit opinion.
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The foregoing matters have required significant attention and resources
from management and the registrant, and have resulted in the registrant's
inability to file its annual report on Form 10-K for the year ended December 31,
1999 within the prescribed period without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Andrea Geisser (212) 698-9400
(Name) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so; attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Aurora Foods Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2000 By: /s/ Andrea Geisser
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Andrea Geisser
Acting Vice President Finance
and Treasurer
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[LOGO]
PricewaterhouseCoopers LLP
333 Market Street
San Francisco, CA 94105-2119
Telephone (415) 957-3000
Facsimile (415) 957-3394
(415) 957-3372
March 29, 2000
Mr. Andrea Geisser
Acting Treasurer
Aurora Foods Inc.
1000 Union Station
Suite #300
St. Louis, MO 63101
Dear Mr. Geisser:
With respect to the Company's filing on Form 12b-25 we concur with your
narrative in Part III that the Company has not completed preparing its financial
statements for the period ended December 31, 1999 and as a consequence
PricewaterhouseCoopers LLP has not issued its opinion related to these financial
statements.
The Company is authorized to attach this letter as an exhibit to its Form 12b-25
filing.
Very truly yours,
PricewaterhouseCoopers LLP
