<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
AURORA FOODS INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
051648 10 6
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
\ \ Rule 13d-1(b)
\ \ Rule 13d-1(c)
\X\ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons DARTFORD PARTNERSHIP L.L.C.
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of
organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 2,000
(6) Shared voting power None
(7) Sole dispositive power 2,000
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting
person 2,000
(10) Check if the aggregate amount in Row (9) excludes certain
shares (see instructions) \ \
(11) Percent of class represented by amount in Row
(9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 2
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons VDK FOODS LLC
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b) \ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power None
(6) Shared voting power 3,795,081(1)
(7) Sole dispositive power None
(8) Shared dispositive power 3,795,081(1)
(9) Aggregate amount beneficially owned by each reporting person 3,795,081(1)
(10) Check if the aggregate amount in Row (9) excludes certain shares \ \
(see instructions)
(11) Percent of class represented by amount in Row (9) 5.7%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 3
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons FENWAY PARTNERS CAPITAL
FUND, L.P.
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 16,362,051
(6) Shared voting power None
(7) Sole dispositive power 16,362,051
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 16,362,051
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 24.4%
(12) Type of reporting person (see instructions) PN
</TABLE>
- -------------
See footnotes below
Page 4
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons FPIP, LLC
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 195,090
(6) Shared voting power None
(7) Sole dispositive power 195,090
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 195,090
(10) Check if the aggregate amount in Row (9) excludes certain shares \ \
(see instructions)
(11) Percent of class represented by amount in Row (9) 0.3%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 5
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons FPIP TRUST, LLC
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 130,544
(6) Shared voting power None
(7) Sole dispositive power 130,544
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 130,544
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) \ \
(11) Percent of class represented by amount in Row (9) 0.2%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 6
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons UBS CAPITAL LLC
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b)
\X\
(3) SEC use only
(4) Citizenship or place of organization New York
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 4,259,390
(6) Shared voting power None
(7) Sole dispositive power 4,259,390
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 4,259,390
(10) Check if the aggregate amount in Row (9) excludes certain shares (see
instructions) \ \
(11) Percent of class represented by amount in Row (9) 6.4%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 7
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons GLORIANDE (LUXEMBOURG)
S.a.r.L.
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Luxembourg
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 464,309
(6) Shared voting power 3,795,081(1)
(7) Sole dispositive power 464,309
(8) Shared dispositive power 3,795,081(1)
(9) Aggregate amount beneficially owned by each reporting
person 4,259,390(1)
(10) Check if the aggregate amount in Row (9) excludes \ \
certain shares (see instructions)
(11) Percent of class represented by amount in Row
(9) 6.4%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 8
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IAN R. WILSON
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 2,157,466
(6) Shared voting power 2,000(2)
(7) Sole dispositive power 2,157,466
(8) Shared dispositive power 2,000(2)
(9) Aggregate amount beneficially owned by each reporting person 2,159,466(2)
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 3.2%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 9
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons JAMES B. ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 1,425,375
(6) Shared voting power 29,029(2)(3)
(7) Sole dispositive power 1,425,375
(8) Shared dispositive power 29,029(2)(3)
(9) Aggregate amount beneficially owned by each reporting person 1,454,404(2)(3)
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 2.2%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 10
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons RAY CHUNG
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 1,351,317
(6) Shared voting power 2,000(2)
(7) Sole dispositive power 1,351,317
(8) Shared dispositive power 2,000(2)
(9) Aggregate amount beneficially owned by each reporting person 1,353,317(2)
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 2.0%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 11
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons M. LAURIE CUMMINGS
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 737,236
(6) Shared voting power 2,000(2)
(7) Sole dispositive power 737,236
(8) Shared dispositive power 2,000(2)
(9) Aggregate amount beneficially owned by each reporting person 739,236(2)
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 1.1%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 12
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons CARY S. FITCHEY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 1,091,787
(6) Shared voting power None
(7) Sole dispositive power 1,091,787
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 1,091,787
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 1.6%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 13
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons THE IAN AND SUSAN WILSON
1998 IRREVOCABLE TRUST
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization California
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 130,990
(6) Shared voting power None
(7) Sole dispositive power 130,990
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 130,990
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.2%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 14
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons RAY AND EILEEN CHUNG
CHILDREN'S TRUST F/B/O
MELISSA ANN CHUNG
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Texas
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 51,047
(6) Shared voting power None
(7) Sole dispositive power 51,047
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 51,047
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.08%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 15
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons RAY AND EILEEN CHUNG
CHILDREN'S TRUST F/B/O
JESSICA MICHELLE CHUNG
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Texas
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 51,047
(6) Shared voting power None
(7) Sole dispositive power 51,047
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 51,047
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.08%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 16
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons SCOTT W. SEATON, TRUSTEE
F/B/O CAITLIN E. ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 4,504
(6) Shared voting power None
(7) Sole dispositive power 4,504
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 4,504
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 17
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons SCOTT W. SEATON, TRUSTEE
F/B/O IAN B. ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 4,504
(6) Shared voting power None
(7) Sole dispositive power 4,504
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 4,504
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 18
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons WENDY R. ARDREY, TRUSTEE
F/B/O ANN RICHARDSON
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 6,007
(6) Shared voting power None
(7) Sole dispositive power 6,007
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 6,007
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 19
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons ELIZABETH D. ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 6,007
(6) Shared voting power None
(7) Sole dispositive power 6,007
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 6,007
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 20
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons R. HOLT ARDREY, TRUSTEE
F/B/O BLAKE ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 6,007
(6) Shared voting power None
(7) Sole dispositive power 6,007
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 6,007
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 21
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons R. HOLT ARDREY, TRUSTEE
F/B/O SCOTT ARDREY
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 6,007
(6) Shared voting power None
(7) Sole dispositive power 6,007
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 6,007
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) Less than 0.01%
(12) Type of reporting person (see instructions) OO
</TABLE>
- -------------
See footnotes below
Page 22
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons SUNAPEE SECURITIES, INC.
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 179,515
(6) Shared voting power None
(7) Sole dispositive power 179,515
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting
person 179,515
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9)
0.3%
(12) Type of reporting person (see instructions) CO
</TABLE>
Page 23
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons SQUAM LAKE
INVESTORS II, L.P.
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (a)
(see instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 179,515
(6) Shared voting power None
(7) Sole dispositive power 179,515
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 179,515
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.3%
(12) Type of reporting person (see instructions) PN
</TABLE>
Page 24
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons THOMAS J. FERRARO
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 358,208
(6) Shared voting power 128,236(3)
(7) Sole dispositive power 358,208
(8) Shared dispositive power 128,236(3)
(9) Aggregate amount beneficially owned by each reporting person 358,208
(10) Check if the aggregate amount in Row (9) excludes certain \X\
shares (see instructions) (3)
(11) Percent of class represented by amount in Row (9) 0.5%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 25
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IRREVOCABLE TRUST FOR
GREGORY T. FERRARO
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 64,118
(6) Shared voting power None
(7) Sole dispositive power 64,118
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting
person 64,118
(10) Check if the aggregate amount in Row (9) excludes \ \
certain shares (see instructions)
(11) Percent of class represented by amount in Row
(9) 0.1%
(12) Type of reporting person (see instructions) OO
</TABLE>
Page 26
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IRREVOCABLE TRUST FOR
MICHAEL A. FERRARO
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a (a)
group (see instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 64,118
(6) Shared voting power None
(7) Sole dispositive power 64,118
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting
person 64,118
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in
Row (9) 0.1%
(12) Type of reporting person (see instructions) OO
</TABLE>
Page 27
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons C. GARY WILLETT
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 259,035
(6) Shared voting power 32,058(3)
(7) Sole dispositive power 259,035
(8) Shared dispositive power 32,058(3)
(9) Aggregate amount beneficially owned by each reporting person 259,035
(10) Check if the aggregate amount in Row (9) excludes certain \X\
shares (see instructions) (3)
(11) Percent of class represented by amount in Row (9) 0.4%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 28
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IRREVOCABLE TRUST FOR
JENNIFER L. WILLETT
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 10,686
(6) Shared voting power None
(7) Sole dispositive power 10,686
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 10,686
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.02%
(12) Type of reporting person (see instructions) OO
</TABLE>
Page 29
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IRREVOCABLE TRUST FOR BRYAN
S. WILLETT
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 10,686
(6) Shared voting power None
(7) Sole dispositive power 10,686
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting
person 10,686
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row
(9) 0.02%
(12) Type of reporting person (see instructions) OO
</TABLE>
Page 30
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons IRREVOCABLE TRUST FOR
KIMBERLY E. WILLETT
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 10,686
(6) Shared voting power None
(7) Sole dispositive power 10,686
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
10,686
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.02%
(12) Type of reporting person (see instructions) OO
</TABLE>
Page 31
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons ALAN G. MINTZ
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 190,806
(6) Shared voting power None
(7) Sole dispositive power 190,806
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 190,806
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.3%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 32
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons DIRK C. GRIZZLE
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 166,887
(6) Shared voting power None
(7) Sole dispositive power 166,887
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
166,887
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.2%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 33
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons ROBERT A. KRASKA
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 65,052
(6) Shared voting power None
(7) Sole dispositive power 65,052
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
65,052
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.1%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 34
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons THOMAS O. ELLINWOOD
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 280,818
(6) Shared voting power None
(7) Sole dispositive power 280,818
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each
reporting person 280,818
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.4%
(12) Type of reporting person (see instructions) IN
</TABLE>
Page 35
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons TIMOTHY B. ANDERSEN
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 161,561
(6) Shared voting power None
(7) Sole dispositive power 161,561
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
161,561
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.2%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 36
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons THOMAS J. YOUNGERMAN
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 172,805(4)
(6) Shared voting power None
(7) Sole dispositive power 172,805(4)
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 172,805(4)
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.3%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 37
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons OLAFUR GUDMUNDSSON
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 163,198
(6) Shared voting power None
(7) Sole dispositive power 163,198
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
163,198
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.2%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 38
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons GREGORY L. SMITH
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 98,899
(6) Shared voting power None
(7) Sole dispositive power 98,899
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person
98,899
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.1%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 39
<PAGE>
SCHEDULE 13G
CUSIP NO. 051648 10 6
<TABLE>
<S> <C>
(1) Name of reporting persons ANTHONY A. BEVILACQUA
S.S. or I.R.S. identification Nos. of above persons
(2) Check the appropriate box if a member of a group (see (a)
instructions) \X\
(b)
\ \
(3) SEC use only
(4) Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 92,256
(6) Shared voting power None
(7) Sole dispositive power 92,256
(8) Shared dispositive power None
(9) Aggregate amount beneficially owned by each reporting person 92,256
(10) Check if the aggregate amount in Row (9) excludes certain \ \
shares (see instructions)
(11) Percent of class represented by amount in Row (9) 0.1%
(12) Type of reporting person (see instructions) IN
</TABLE>
- -------------
See footnotes below
Page 40
<PAGE>
FOOTNOTES TO COVER PAGES
- ---------------
(1) VDK Foods LLC dissolved on July 1, 1999 and is in liquidation.
Represents 3,795,081 shares that will be distributed pursuant to that
liquidation to Gloriande (Luxenbourg) S.a.r.L. ("Gloriande") upon the
submission by Gloriande of a required filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration
or early termination of the waiting period thereunder. VDK Foods LLC
disclaims beneficial ownership of such shares.
(2) Ian R. Wilson is the managing partner, and James B. Ardrey, Ray Chung
and M. Laurie Cummings are partners, of Dartford Partnership L.L.C.
and, as such, may be deemed to have or share the power to vote or
dispose of the 2,000 shares of Common Stock held directly by Dartford.
Each of Messrs. Wilson, Ardrey and Chung and Ms. Cummings disclaims
beneficial ownership of any such shares.
(3) The Reporting Person may be deemed to have the power to direct the
voting or disposition of shares of Common Stock held directly be
certain children's trusts; however, the Reporting Person disclaims
beneficial ownership of such shares.
(4) Includes 11,666 shares that are subject to purchase within 60 days upon
the exercise of options.
Page 41
<PAGE>
AURORA FOODS INC. SCHEDULE 13G
Item 1. Issuer.
(a) The name of the issuer is Aurora Foods Inc., a Delaware corporation
(the "Issuer").
(b) The address of Issuer's principal executive office is 456 Montgomery
Street, Suite 2200, San Francisco, California 94104.
Item 2. Reporting Person.
(a) Name of person filing:
Incorporated by reference to Item 1 of the Cover Pages (each a
"Reporting Person").
(b) Address of principal business office, or if none, residence:
Dartford Partnership L.L.C.
456 Montgomery Street
Suite 2200
San Francisco, CA 94104
VDK Foods LLC
456 Montgomery Street
Suite 2200
San Francisco, CA 94104
Fenway Partners Capital Fund, L.P.
152 West 57th Street
New York, NY 10019
FPIP Trust, LLC
c/o Fenway Partners Capital Fund, L.P.
152 West 57th Street
New York, NY 10019
FPIP, LLC
c/o Fenway Partners Capital Fund, L.P.
152 West 57th Street
New York, NY 10019
Page 42
<PAGE>
UBS Capital LLC
299 Park Avenue
New York, NY 10171
Gloriande (Luxembourg) S.a.r.L.
c/o Moore Stephens Services SAM
L'Estoril
Avenue Princess Grace
Ian R. Wilson
945 Green Street
San Francisco, CA 94133
James B. Ardrey
48 Pheasant Lane
Greenwich, CT 06830
Ray Chung
11 Smithdale Estates
Houston, TX 77024
M. Laurie Cummings
1765 Broadway, Apt. 5
San Francisco, CA 94109
The Ian and Susan Wilson 1998 Irrevocable Trust
945 Green Street
San Francisco, CA 94135
Ray and Eileen Chung Children's Trust
f/b/o Melissa Ann Chung
11 Smithdale Estates
Houston, TX 77024
Ray and Eileen Chung Children's Trust
f/b/o Jessica Michelle Chung
11 Smithdale Estates
Houston, TX 77024
Scott W. Seaton, Trustee f/b/o Caitlin E. Ardrey
48 Pheasant Lane
Greenwich, CT 06830
Page 43
<PAGE>
Scott W. Seaton, Trustee f/b/o Ian B. Ardrey
48 Pheasant Lane
Greenwich, CT 06830
Wendy R. Ardrey, Trustee f/b/o Ann Richardson
48 Pheasant Lane
Greenwich, CT 06830
Elizabeth D. Ardrey
230 Tazwell Street, #404
Norfolk, VA 23510
R. Holt Ardrey, Trustee f/b/o Blake Ardrey
c/o R. Holt Ardrey
107 Carrie Street
Greenwich, CT 06830
R. Holt Ardrey, Trustee f/b/o Scott Ardrey
c/o R. Holt Ardrey
107 Carrie Street
Greenwich, CT 06830
Cary S. Fitchey
18930 Pacific Coast Highway
Malibu, CA 90265
Sunapee Securities, Inc.
Two Copley Place
Boston, MA 02116
Squam Lake Investors II, L.P.
Two Copley Place
Boston, MA 02116
Thomas J. Ferraro
438 Delegate Drive
Worthington, OH 43235
Irrevocable Trust for Gregory T. Ferraro
438 Delegate Drive
Worthington, OH 43235
Page 44
<PAGE>
Irrevocable Trust for Michael A. Ferraro
438 Delegate Drive
Worthington, OH 43235
C. Gary Willett
8297 Rookery Way
Westerville, OH 43082
Irrevocable Trust for Jennifer L. Willett
8297 Rookery Way
Westerville, OH 43082
Irrevocable Trust for Bryan S. Willett
8297 Rookery Way
Westerville, OH 43082
Irrevocable Trust for Kimberly E. Willett
8297 Rookery Way
Westerville, OH 43082
Alan G. Mintz
8005 Spalding Hills
Atlanta, GA 30350
Dirk C. Grizzle
1151 Nautilus Place
Westerville, OH 43082
Robert A. Kraska
1050 Isle Court
Westerville, OH 43082
Thomas O. Ellinwood
232 N. Kingshighway
Apt. 1905
St. Louis, MO 63108
Timothy B. Andersen
20 Georgian Acres
St. Louis, MO 63131
Thomas J. Youngerman
232 N. Kingshighway, Apt. 1004
St. Louis, MO 63108
Page 45
<PAGE>
Olafur Gudmundsson
4813 West Sunnyslope Road
Edina, MN 55424
Gregory L. Smith
2000 W. Southmeadow Lane
Lake Forest, Illinois 60045
Anthony A. Bevilacqua
424 Yorkshire Place
Webster Groves, MO 63119
(c) Citizenship:
Incorporated by Reference from Item 4 of the Cover Pages.
(d) Title of Class of Securities:
Incorporated by Reference from the Cover Page.
(e) CUSIP Number:
Incorporated by Reference from the Cover Page.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or (c),
check whether the person filing is a:
(a) ( ) Broker or dealer register under section 15 of the Act (15 U.S.C.
78o).
(b) ( ) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ( ) Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) ( ) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
Page 46
<PAGE>
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) ( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
\ \
Item 4. Ownership
(a) Amount Beneficially Owned:
Incorporated by Reference from Item 9 of the Cover Pages.
(b) Percent of Class:
Incorporated by Reference from Item 11 of the Cover Pages.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
Incorporated by Reference from Item 5 of the Cover Pages.
(ii) Shared power to vote or to direct the vote:
Incorporated by Reference from Item 6 of the Cover Pages.
(iii) Sole power to dispose or to direct the disposition of:
Incorporated by Reference from Item 7 of the Cover Pages.
(iv) Shared power to dispose or to direct the disposition of:
Incorporated by Reference from Item 8 of the Cover Pages.
Page 47
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons are known to have the right
to receive or the power to direct the receipt of dividends from or the proceeds
from the sale of, the shares of Common Stock and options acquired by the
Reporting Person through open market purchases.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The members of the group filing this Schedule 13G are identified by
reference to the Cover Pages. Additionally, the following entities, while not
part of this filing, may be deemed to constitute members of the group:
Gamma Fund LLC
Delta Fund LLC
McCown De Leeuw & Co. III, L.P.
McCown De Leeuw & Co. IV, L.P.
McCown De Leeuw & Co. IV Associates, L.P.
McCown De Leeuw & Co. III (Asia), L.P.
McCown De Leeuw & Co. III (Europe), L.P.
MDC Management Company IV, LLC
MDC Management Company IIIA, LP
MDC Management Company III, LP
California Public Employees' Retirement System
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 48
<PAGE>
MATERIAL TO BE FILED AS EXHIBIT.
Exhibit A, incorporated by reference from page A-1 of the initial
version of this Schedule 13G filed on February 16, 1999, is the Joint Filers
Agreement.
Exhibit B, incorporated by reference from page B-1 the initial version
of this Schedule 13G filed on February 16, 1999, contains the Powers of Attorney
appointing Craigh Leonard as Attorney-In-Fact and authorizing him to sign the
Schedule 13G and all amendments thereto for the following individuals and
entities: VDK Foods LLC, Gloriande (Luxembourg) S.a.r.L., Ian R. Wilson, James
B. Ardrey, Ray Chung, M. Laurie Cummings, The Ian and Susan Wilson 1998
Irrevocable Trust, Ray and Eileen Chung Children's Trust f/b/o Melissa Ann
Chung, Ray and Eileen Chung Children's Trust f/b/o Jessica Michelle Chung, Scott
W. Seaton, Trustee f/b/o Caitlin E. Ardrey, Scott W. Seaton, Trustee f/b/o Ian
B. Ardrey, Wendy R. Ardrey, Trustee f/b/o Ann Richardson, Elizabeth D. Ardrey,
R. Holt Ardrey, Trustee f/b/o Blake Ardrey, R. Holt Ardrey, Trustee f/b/o Scott
Ardrey, Dartford Partnership L.L.C., Sunapee Securities, Inc., Squam Lake
Investors II, L.P., Thomas J. Ferraro, Irrevocable Trust for Gregory T. Ferraro,
Irrevocable Trust for Michael A. Ferraro, C. Gary Willett, Irrevocable Trust for
Jennifer L. Willett, Irrevocable Trust for Bryan S. Willett, Irrevocable Trust
for Kimberly E. Willett, Alan G. Mintz, Dirk C. Grizzle, Robert A. Kraska,
Thomas O. Ellinwood, Timothy B. Andersen, Thomas J. Youngerman, Olafur
Gudmundsson, Gregory L. Smith, Anthony A. Bevilacqua.
Exhibit C, which appears at page C-1 of this Schedule, is the Power of
Attorney appointing Craigh Leonard as Attorney-In-Fact and authorizing him to
sign the Schedule 13G and all amendments thereto on behalf of Cary S. Fitchey.
Exhibit D, which appears at page D-1 of this Schedule, is the Power
of Attorney appointing Charles Delaney and Marc Unger as Attorneys-in-Fact
and authorizing them to sign this Schedule 13G and all amendments thereto on
behalf of UBS Capital LLC.
[The remainder of this page intentionally left blank]
Page 49
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: February 11, 2000
VDK FOODS LLC
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
FENWAY PARTNERS CAPITAL FUND, L.P.
By: Fenway Partners, L.P., its General Partner
By: Fenway Partners Management, Inc. its General Partner
By: /s/ ANDREA GEISSER
--------------------------------------
Name: Andrea Geisser
Title: Managing Director
FPIP TRUST, LLC
By: Fenway Partners, Inc., its Manager
By: /s/ ANDREA GEISSER
--------------------------------------
Name: Andrea Geisser
Title: Managing Director
<PAGE>
FPIP LLC
By: Fenway Partners, Inc., its Manager
By: /s/ ANDREA GEISSER
--------------------------------------
Name: Andrea Geisser
Title: Managing Director
UBS CAPITAL LLC
By: /s/ MARC UNGER
--------------------------------------
Marc Unger, Attorney-in-Fact
By: /s/ CHARLES J. DELANEY
--------------------------------------
Charles J. Delaney, Attorney-in-Fact
GLORIANDE (LUXEMBOURG) S.A.R.L.
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
DARTFORD PARTNERSHIP L.L.C.
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
IAN R. WILSON
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
JAMES B. ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
RAY CHUNG
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
M. LAURIE CUMMINGS
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
CARY S. FITCHEY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
THE IAN AND SUSAN WILSON 1998
IRREVOCABLE TRUST
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
RAY AND EILEEN CHUNG CHILDREN'S TRUST F/B/O
MELISSA ANN CHUNG
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
RAY AND EILEEN CHUNG CHILDREN'S TRUST F/B/O
JESSICA MICHELLE CHUNG
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
SCOTT W. SEATON, TRUSTEE F/B/O CAITLIN E. ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
SCOTT W. SEATON, TRUSTEE F/B/O IAN B. ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
WENDY R. ARDREY, TRUSTEE F/B/O ANN RICHARDSON
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
ELIZABETH D. ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
R. HOLT ARDREY, TRUSTEE F/B/O BLAKE ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
R. HOLT ARDREY, TRUSTEE F/B/O SCOTT
ARDREY
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
SUNAPEE SECURITIES, INC.
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
SQUAM LAKE INVESTORS II, L.P.
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
THOMAS J. FERRARO
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
IRREVOCABLE TRUST FOR GREGORY T. FERRARO
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
IRREVOCABLE TRUST FOR MICHAEL A. FERRARO
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
C. GARY WILLETT
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
IRREVOCABLE TRUST FOR JENNIFER L. WILLETT
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
IRREVOCABLE TRUST FOR BRYAN S.
WILLETT
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
IRREVOCABLE TRUST FOR KIMBERLY E. WILLETT
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
ALAN G. MINTZ
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
DIRK C. GRIZZLE
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
ROBERT A. KRASKA
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
THOMAS O. ELLINWOOD
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
TIMOTHY B. ANDERSEN
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
THOMAS J. YOUNGERMAN
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
OLAFUR GUDMUNDSSON
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
GREGORY L. SMITH
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
ANTHONY A. BEVILACQUA
By: /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-In-Fact
<PAGE>
POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints CRAIGH LEONARD his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all Securities and Exchange
Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and any all
amendments thereto relating to Aurora Foods Inc., and to file the same and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as she might or could
do in person, hereby ratifying and confirming said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done, or have
done or caused to be done prior to this date, by virtue hereof.
Dated: February 25, 1999
/s/ CARY S. FITCHEY
--------------------------------
CARY S. FITCHEY
C-1
<PAGE>
POWER OF ATTORNEY
Know all men by these presents that UBS Capital LLC constitutes and
appoints CHARLES DELANEY and MARC UNGER its true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for it and in
it's name, place and stead, in any and all capacities, acting jointly or
individually, to sign any and all Securities and Exchange Commission Forms 3,
Forms 4, Forms 5 and Schedules 13D and 13G and any and all amendments thereto
to Aurora Foods Inc., and to file the same and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as UBS Capital LLC might or
could do itself hereby ratifying and confirming said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be
done or have done or caused to be done prior to this date, by virtue hereof.
Dated: February 10, 2000
UBS CAPITAL LLC
BY: /s/ Louis R. Eber
------------------------------
Name: Louis R. Eber
Title: Executive Director and
Deputy General Counsel
By: /s/ Patricia Franklin
------------------------------
Name: Patricia Franklin
Title: Director
D-1
