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CONFIDENTIAL
AURORA FOODS INC.
1000 St. Louis Union Station, Suite 300
St. Louis, Missouri 63103
SUPPLEMENT NO. 1 TO
CONFIDENTIAL CONSENT SOLICITATION STATEMENT
For Consent Solicitation
Expiring 5:00 P.M., New York City time, on September 20, 2000, Unless Extended
with respect to:
A. Indenture dated as of July 1, 1998 relating to $200,000,000 Aggregate
Principal Amount of 8% Senior Subordinated Notes due 2008 (the "8% Notes")
B. Indenture dated as of February 10, 1997 relating to $100,000,000
Aggregate Principal Amount of 9% Senior Subordinated Notes due 2007 (the
"February 9% Notes")
C. Indenture dated as of July 1, 1997 relating to $100,000,000 Aggregate
Principal Amount of 9% Senior Subordinated Notes due 2007 (the
"July 9% Notes")
Reference is made to the Aurora Foods Inc. (the "Company") Confidential
Consent Solicitation Statement dated August 31, 2000 (the "Consent Solicitation
Statement") with respect to the 8% Notes, the February 9% Notes and the July 9%
Notes (collectively, the "Notes").
The Company is supplementing the Consent Solicitation Statement to
modify the Proposed Amendments (as described below) (as so modified, the
"Proposed Amendments"). Subject to the terms and conditions set forth in the
Consent Solicitation Statement, as supplemented hereby, the Company will deliver
to consenting holders of Notes (the "Holders") in respect of such consents,
17.71078 shares of Aurora Common Stock, par value $0.01 per share ("Common
Stock") per $1,000 aggregate principal amount of Notes to which such consent
relates.
EXCEPT AS SUPPLEMENTED BY THIS SUPPLEMENT NO. 1 TO THE CONSENT SOLICITATION
STATEMENT, THE TERMS AND CONDITIONS SET FORTH IN THE CONSENT SOLICITATION
STATEMENT REMAIN UNCHANGED AND IN EFFECT. YOU MAY USE THE CONSENT PREVIOUSLY
DELIVERED TO YOU TO CONSENT TO THE PROPOSED AMENDMENTS, THE TERMS OF WHICH ARE
SUPPLEMENTED HEREBY, AND THE PROPOSED WAIVERS AND THE RELEASE, EACH AS DESCRIBED
IN THE CONSENT SOLICITATION STATEMENT, AND TO RECEIVE THE COMMON STOCK TO BE
ISSUED IN RESPECT OF THE CONSENTS. THE ONLY PROPOSED AMENDMENTS MODIFIED BY
THIS SUPPLEMENT NO. 1 TO THE CONSENT SOLICITATION STATEMENT ARE THOSE RELATING
TO THE FORMS OF NOTES.
THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 7, 2000.
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THIS SUPPLEMENT NO. 1 TO THE CONSENT SOLICITATION STATEMENT IS INCLUDED FOR
INFORMATIONAL PURPOSES ONLY IN CONNECTION WITH A HOLDERS EVALUATION OF THE
CONSENT SOLICITATION AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL FOR SUCH AN OFFER OR SOLICITATION TO BE MADE.
THE INFORMATION CONTAINED HEREIN IS FOR THE CONFIDENTIAL AND EXCLUSIVE USE OF
THE HOLDERS AND MAY NOT BE REPRODUCED OR PROVIDED OR DISCLOSED TO OTHERS FOR ANY
OTHER PURPOSE.
HOLDERS ARE URGED TO REVIEW THIS CONSENT SOLICITATION STATEMENT CAREFULLY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK TO BE ISSUED IN
RESPECT OF THE CONSENTS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
SUPPLEMENT NO. 1 TO THE CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE COMMON STOCK TO BE ISSUED IN RESPECT OF THE CONSENTS HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. UNLESS IT IS REGISTERED, SUCH COMMON
STOCK MAY BE OFFERED ONLY IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. SUCH COMMON
STOCK WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT FOR AN OFFER AND SALE OF SECURITIES WHICH DOES NOT INVOLVE A
PUBLIC OFFERING.
THE COMMON STOCK TO BE ISSUED IN RESPECT OF THE CONSENTS IS SUBJECT TO
RESTRICTIONS ON TRANSFER AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO A
REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION. HOLDERS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO HOLD SUCH COMMON STOCK FOR AN INDEFINITE
PERIOD OF TIME.
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THE PROPOSED AMENDMENTS
THE PROPOSED AMENDMENTS WOULD, AMONG THE OTHER CHANGES DISCUSSED IN THE CONSENT
SOLICITATION STATEMENT, MODIFY THE TERMS OF THE OPTIONAL REDEMPTION PREMIUM OF
THE NOTES BY AMENDING PARAGRAPH 2 OF SECTION 5 OF EACH FORM OF NOTE AS FOLLOWS:
THE 8% NOTES:
Year Redemption Price
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2003.....................106.375%
2004.....................104.917%
2005.....................103.458%
2006 and thereafter......102.000%
THE 9% NOTES:
Year Redemption Price
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2002.....................106.9375%
2003.....................105.2917%
2004.....................103.6458%
2005 and thereafter......102.0000%
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