UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

--------------------------------

FORM 8-K

---------------------------------

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 1998

---------------------------------

FRESH FOODS, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 0-7277 56-0945643
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)

1 WSMP Drive
CLAREMONT, NORTH CAROLINA 28610
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (704)459-7626

Item 2. Acquisition or Disposition of Assets.

On June 9, 1998, Fresh Foods, Inc. ("Fresh Foods") consummated its
previously reported purchase through a wholly-owned subsidiary (the
"Acquisition") of substantially all of the business in Cincinnati, Ohio, and a
portion of the business in Caryville, Tennessee (collectively, "Pierre"),
conducted by the Pierre Foods Division of Hudson Foods, Inc. ("Hudson"), a
subsidiary of Tyson Foods, Inc. ("Tyson"). As used herein, the term "Company"
refers to Fresh Foods upon consummation of the Acquisition.

Pierre is a value-added food processor focused on the foodservice and
home meal replacement markets. The consideration paid by Fresh Foods for Pierre
was a cash purchase price of $122.0 million and the assumption of certain of
Hudson's liabilities, consisting principally of trade payables and other similar
liabilities (estimated at $8.1 million in the aggregate as of February 28,
1998). The cash purchase price is subject to a post-closing adjustment with
respect to the net book value of the assets.

The $122.0 million cash purchase price of Pierre was financed by the
proceeds of an institutional private placement of $115.0 million aggregate
principal amount of the Company's 10 3/4% Senior Notes Due 2006 (the "Notes")
and an initial borrowing under a new five-year, $75.0 million revolving bank
credit facility, with availability subject to a borrowing base formula (the
"Bank Facility").

The Notes are senior unsecured obligations of the Company,
unconditionally guaranteed on a senior unsecured basis by all existing
subsidiaries of the Company (collectively, the "Guarantors"). Interest on the
Notes is payable on June 1 and December 1 of each year, commencing December 1,
1998. The Notes will mature on June 1, 2006, unless previously redeemed, and are
not subject to any sinking fund requirement. At the option of the Company, the
Notes are redeemable at any time on or after June 1, 2002 at a redemption price
commencing at 105.375% of principal amount, declining to 102.688% of principal
amount at June 1, 2003 and declining further to par at June 1, 2004. Prior to
June 1, 2001, the Company, at its option, may redeem in the aggregate up to
35.0% of the original principal amount of the Notes, at 110.75% of the aggregate
principal amount so redeemed, with the net cash proceeds of one or more
qualified public equity offerings.

The Bank Facility is an arrangement with a syndicate of financial
institutions for whom First Union Commercial Corporation is acting as
Administrative Agent. It provides for a revolving line of credit under which the
Company may borrow up to an amount (including standby letters of credit up to
$2.5 million) equal to the lesser of $75.0 million or a borrowing base
(comprised of eligible accounts receivable, inventory, machinery and equipment
and real property). Borrowings under the Bank Facility bear interest at an
annual rate, at the Company's option, equal to the "Basic Rate" (as defined
therein) or the "Eurodollar Rate" (as defined therein), plus a margin that
varies based upon a leverage ratio set forth therein. Such margin ranges from
0.125% to 1.125%, in the case of a Base Rate loan, and from 1.125% to 2.625%, in
the case of a Eurodollar Rate loan. The Company's obligations under the Bank
Facility are secured by a first priority security interest in substantially all
of the personal property of the Company and its subsidiaries, including a pledge
of the stock of each subsidiary, together with all real property included in the
borrowing base.

The Acquisition, the establishment of the Bank Facility and the offer,
issuance and sale of the Notes (the "Initial Notes Offering") are sometimes
referred to herein collectively as the "Transactions."

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. Following herewith are
the audited statements of Pierre as of September 27, 1997 and September 26, 1996
and for each of the three years in the period ended September 27, 1997:

INDEPENDENT AUDITORS' REPORT

To the Management of
Pierre Foods Division of Hudson Foods, Inc.:

We have audited the accompanying statements of certain assets and
liabilities of Pierre Foods Division of Hudson Foods, Inc. ("Pierre") as of
September 27, 1997 and September 28, 1996, and the related statements of
revenues and expenses for each of the periods ended September 27, 1997,
September 28, 1996 and September 30, 1995 (collectively, the "statements").
These statements are the responsibility of Pierre's management. Our
responsibility is to express an opinion on the statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the statements. We
believe that our audits provide a reasonable basis for our opinion.

The assets, liabilities and operations covered by the statements referred
to above are a part of Hudson Foods, Inc. and have no separate legal status or
existence. As described in Note 1, these statements have been prepared from
Pierre's financial statement records and allocations of certain costs and
expenses have been made. These allocations are not necessarily indicative of the
costs and expenses that would have been incurred by Pierre on a stand-alone
basis.

In our opinion, the statements referred to above present fairly, in all
material respects, the certain assets and liabilities of Pierre as of September
27, 1997 and September 28, 1996, and its revenues and expenses for each of the
periods ended September 27, 1997, September 28, 1996 and September 30, 1995 in
conformity with generally accepted accounting principles.

As discussed in Note 2, the accompanying statements do not include
provisions for income tax expense or benefit or related payables, receivables or
deferrals.

DELOITTE & TOUCHE LLP

Cincinnati, Ohio
May 1, 1998

PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

STATEMENTS OF CERTAIN ASSETS AND LIABILITIES
AS OF SEPTEMBER 28, 1996 AND SEPTEMBER 27, 1997 AND UNAUDITED AS OF FEBRUARY 28,
1998

SEPTEMBER 28, SEPTEMBER 27, FEBRUARY 28,
1996 1997 1998
------------- ------------- ------------
(UNAUDITED)

ASSETS
CURRENT ASSETS:
Cash................................................ $ 1,162,496 $ 1,237,000 $ 1,219,476
Accounts receivable, net of allowance for doubtful
accounts: $319,500 in 1996, $469,175 in 1997 and
$382,302 in 1998................................. 11,499,176 13,796,597 10,487,799
Inventories (Notes 2, 3)............................ 20,488,073 18,152,960 21,913,890
Prepaid expenses and other current assets........... 39,765 31,520 16,199
----------- ----------- -----------
Total current assets........................ 33,189,510 33,218,077 33,637,364
PROPERTY, PLANT AND EQUIPMENT, net (Notes 2, 4)....... 26,498,589 24,686,709 24,776,234
----------- ----------- -----------
TOTAL ASSETS.......................................... 59,688,099 57,904,786 58,413,598
----------- ----------- -----------

LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Trade accounts payable.............................. 5,543,658 6,619,211 4,221,822
Accrued payroll, bonuses and other compensation..... 1,527,477 1,610,195 946,378
Accrued marketing and advertising................... 784,137 1,282,075 1,763,614
Accrued workers compensation........................ 542,000 765,000 815,000
Other accrued liabilities........................... 110,778 86,972 314,479
----------- ----------- -----------
Total current liabilities................... 8,508,050 10,363,453 8,061,293
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES (Note 5)
NET ASSETS............................................ $51,180,049 $47,541,333 $50,352,305
=========== =========== ===========

See notes to statements of certain assets and liabilities and of revenues and
expenses.

PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

STATEMENTS OF REVENUES AND EXPENSES
FOR THE YEARS ENDED SEPTEMBER 30, 1995, SEPTEMBER 28, 1996 AND SEPTEMBER 27,
1997
AND UNAUDITED FOR THE FIVE MONTHS ENDED MARCH 1, 1997 AND FEBRUARY 28, 1998

FIVE MONTHS ENDED
--------------------------
SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 27, MARCH 1, FEBRUARY 28,
1995 1996 1997 1997 1998
------------- ------------- ------------- ----------- ------------
(UNAUDITED) (UNAUDITED)

REVENUES..................... $148,572,219 $136,632,797 $149,349,685 $64,589,645 $64,686,488
COST OF GOODS SOLD........... 85,384,322 86,672,845 96,474,057 42,479,935 40,160,878
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES.... 36,832,427 34,472,587 40,282,206 17,269,506 17,333,527
DEPRECIATION................. 4,407,170 4,467,491 4,319,906 1,832,326 1,851,747
------------ ------------ ------------ ----------- -----------
EXCESS OF REVENUES OVER
EXPENSES BEFORE CORPORATE
CHARGE..................... 21,948,300 11,019,874 8,273,516 3,007,878 5,340,336
CORPORATE CHARGE (Note 7).... 5,152,721 4,747,727 4,699,222 2,049,262 2,113,351
------------ ------------ ------------ ----------- -----------
EXCESS OF REVENUES OVER
EXPENSES BEFORE INCOME
TAXES...................... $ 16,795,579 $ 6,272,147 $ 3,574,294 $ 958,616 $ 3,226,985
============ ============ ============ =========== ===========
PRO FORMA PROVISION FOR
INCOME TAXES (Note 2)...... $ 1,475,000 $ 1,304,000
============ ===========
PRO FORMA NET EXCESS OF
REVENUES OVER EXPENSES
(Note 2)................... $ 2,099,094 $ 1,922,985
============ ===========

See notes to statements of certain assets and liabilities and of revenues and
expenses.

PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

NOTES TO STATEMENTS OF CERTAIN ASSETS AND
LIABILITIES AND STATEMENTS OF REVENUES AND EXPENSES

1. BASIS OF PRESENTATION

On April 10, 1998, Hudson Foods, Inc. ("Hudson") (a wholly-owned subsidiary
of Tyson Foods, Inc. ("Tyson")) announced its plans to sell certain assets and
the related business of the Pierre Foods Division of Hudson to Fresh Foods, Inc.
("Fresh Foods"). Such assets and related business are referred to herein as
"Pierre" or the "Pierre Business." Pierre is an unincorporated business of
Hudson, which merged with Tyson in January 1998. The historical basis in assets
and liabilities of Pierre have been carried over. Pierre primarily processes and
markets beef, pork and poultry products which are sold domestically in five
primary markets: schools, foodservice, vending, club stores and convenience
stores. Pierre's products are also sold internationally to wholesalers primarily
in Canada. The accompanying statements present the assets and liabilities of the
Pierre Business that Hudson intends to sell on or before June 19, 1998 to Fresh
Foods and related revenues and expenses for the periods presented.

Hudson does not account for the Pierre Business as a separate entity. The
statements have been prepared from Pierre's financial statement records and
allocations of certain costs and expenses have been made. These allocations are
not necessarily indicative of the costs and expenses that would have been
incurred by Pierre on a stand-alone basis.

The statements of certain assets and liabilities and statements of revenues
and expenses are presented in the accompanying statements in accordance with
generally accepted accounting principles. The unaudited statements of certain
assets and liabilities as of February 28, 1998 and statements of revenues and
expenses for the five-month periods ended March 1, 1997 and February 28, 1998
have been prepared on substantially the same basis as the audited financial
statements, and contain all adjustments, consisting only of normal recurring
adjustments, necessary for a consistent presentation of the financial
information for such periods. Revenues and expenses for interim periods are not
necessarily indicative of results to be expected for an entire year.

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition. Revenue from the sale of products is recognized at
the time the products are shipped.

Use of Estimates. The preparation of the statements of certain assets and
liabilities and statements of operations in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Although these estimates are based on management's best knowledge of current
events and actions Pierre may undertake in the future, actual results could
differ from those estimates.

Concentrations of Credit Risk. Financial instruments which subject Pierre
to concentrations of credit risk consist primarily of trade receivables from
large domestic companies. Pierre generally does not require collateral from its
customers. Such credit risk is considered by management to be limited due to
Pierre's broad customer base.

Inventories. Inventories are stated at the lower of cost (first-in,
first-out method) or market, net of applicable allowances. Inventory cost
includes the cost of raw materials and all applicable costs of processing.

Property, Plant and Equipment. Property, plant and equipment are stated at
cost. When assets are sold or retired, the costs of the assets and the related
accumulated depreciation are removed from the accounts and the resulting gains
or losses are recognized as other income. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets.

7
PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

NOTES TO STATEMENTS OF CERTAIN ASSETS AND
LIABILITIES AND STATEMENTS OF REVENUES AND EXPENSES -- (CONTINUED)

In 1997, Pierre adopted Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of." Under the pronouncement, the carrying
value of property, plant and equipment is reviewed for possible impairment
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Assets determined to be impaired based on estimated future
net cash flows are reduced to estimated fair value.

New Accounting Standard. In June 1997, the Financial Accounting Standards
Board issued SFAS No. 130, "Reporting Comprehensive Income." This standard
establishes standards of reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. This statement
will be effective for Pierre's fiscal year ending October 2, 1999, and Pierre
does not intend to adopt this statement prior to the effective date. Had Pierre
early adopted this statement, comprehensive income for the years ended September
27, 1997, September 28, 1996 and September 30, 1995, respectively, would not
have differed materially from reported net earnings.

Income Taxes. The operations of Pierre are included in the consolidated
United States federal, state, local and non-United States income tax returns of
Hudson. Hudson did not allocate specific tax liabilities to Pierre. The
accompanying statements do not include provisions for such income taxes or
related payables, receivables or deferrals.

The pro forma provision for income taxes and the pro forma net excess of
revenues over expenses for the year ended September 27, 1997 and the five months
ended February 28, 1998 reflect amounts that would have been recorded had
Pierre's income been taxed for federal and state purposes as if it were a stand
alone corporation.

Fiscal Year. Pierre utilizes a 52-53 week accounting period, which ends on
the Saturday closest to September 30.

Marketing, Advertising and Promotional Allowances. Pierre expenses such
costs in the period incurred. Expenses amounted to approximately $7,400,000,
$6,100,000 and $7,430,000 for fiscal years 1997, 1996 and 1995, respectively.

3. INVENTORIES

Inventories consist of the following:

SEPTEMBER 28, SEPTEMBER 27, FEBRUARY 28,
1996 1997 1998
------------- ------------- ------------
(UNAUDITED)

Raw materials and work in process............... $ 2,601,539 $ 2,896,084 $ 2,464,681
Packaging and other............................. 1,507,660 1,419,253 1,428,740
Finished products............................... 16,378,874 13,837,623 18,020,469
----------- ----------- -----------
Total........................................... $20,488,073 $18,152,960 $21,913,890
=========== =========== ===========

8
PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

NOTES TO STATEMENTS OF CERTAIN ASSETS AND
LIABILITIES AND STATEMENTS OF REVENUES AND EXPENSES -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is comprised of the following:

SEPTEMBER 28, SEPTEMBER 27, FEBRUARY 28,
1996 1997 1998
------------- ------------- ------------
(UNAUDITED)

Land............................................ $ 1,274,789 $ 1,274,789 $ 1,274,789
Buildings and improvements...................... 17,484,369 17,619,327 17,719,174
Machinery and equipment......................... 28,185,256 29,656,305 31,664,808
Construction in progress........................ 158,577 1,193,924 1,028,978
----------- ----------- -----------
Total........................................... 47,102,991 49,744,345 51,687,749
Less accumulated depreciation................... 20,604,402 25,057,636 26,911,515
----------- ----------- -----------
Property, plant and equipment, net.............. $26,498,589 $24,686,709 $24,776,234
=========== =========== ===========

5. COMMITMENTS AND CONTINGENCIES

Pierre leases transportation and delivery equipment, processing equipment
and distribution facilities under operating leases. Management expects that in
the normal course of business, the leases will be renewed or replaced by other
leases or property acquisitions.

Total rental expense was approximately $1,066,000 in 1997; $986,000 in
1996; and $866,000 in 1995.

At September 27, 1997, future minimum rental payments required under leases
that have initial or remaining noncancellable terms in excess of one year are
approximately $305,000 in 1998. Effective with the purchase of Hudson by Tyson
in January 1998, all items used for the manufacturing process which were under
operating leases were purchased by Tyson, thus removing any significant
operating lease liability from Pierre.

Pierre is involved in litigation incidental to its business. Such
litigation is not considered by management to be significant.

6. EMPLOYEE BENEFITS

Hudson's 1990 Employee Stock Purchase Plan (the "Purchase Plan") made
available to eligible employees a means of purchasing up to 1,500,000 shares of
Hudson's common stock at current market prices. Under the terms of the Purchase
Plan, Hudson contributed, annually, cash or Class A stock equal in value to 15%
of the undistributed total of participants' contributions for the past ten
years. All full-time employees of Hudson (except those owning 10% or more of
Hudson's Class A stock) were eligible to participate in the Purchase Plan. The
Purchase Plan was discontinued after the acquisition of Hudson by Tyson.

Hudson provides a 401(k) Plan which includes a matching of 50% of
contributions not exceeding 4% of each participant's salary. Pierre's
contribution was approximately $409,000, $372,000 and $323,000 in fiscal year
1997, 1996 and 1995, respectively.

Self-insurance costs for workers' compensation are accrued based upon the
aggregate of the liability for reported claims and an estimated liability for
claims incurred but not yet reported.

7. RELATED PARTY TRANSACTIONS

Pierre is part of Hudson's vertically integrated business of producing
chicken and turkey products, including the breeding, hatching, growing,
processing and packaging of those product lines. In addition, Hudson processes
beef and pork products. As part of the production process, Pierre received and
shipped

9
PIERRE FOODS (A BUSINESS OF HUDSON FOODS)

NOTES TO STATEMENTS OF CERTAIN ASSETS AND
LIABILITIES AND STATEMENTS OF REVENUES AND EXPENSES -- (CONTINUED)

product among the various Hudson plants. In conjunction therewith, the Pierre
Business' costs include purchases from other Hudson plants; however, the amounts
are not determinable. Included in revenues in the accompanying statements of
revenues and expenses are revenues to other Hudson plants of approximately
$9,300,000, $10,100,000 and $9,200,000 in fiscal 1997, 1996 and 1995,
respectively.

Hudson directly charges research and development, leases, depreciation,
insurance, employee benefits and other miscellaneous services to Pierre. In the
statements of revenues and expenses, these direct costs are included in costs of
goods sold, selling, general and administrative and depreciation, as
appropriate. In the opinion of management, such direct expenses are reasonable
to cover the services provided to Pierre.

In addition, Hudson charges Pierre an amount which is based primarily on
9.5% times the book value of accounts receivable, inventory, property, plant and
equipment and other assets, less accounts payable, plus certain corporate sales.
This amount is reflected as "Corporate Charge" in the statement of revenues and
expenses.

All services provided to or received from other Hudson divisions are
transferred at cost, with no intercompany profit or loss being recognized
between the divisions. Pierre has historically carried an intercompany payable
for the net services, property and products received from various other Hudson
facilities. Net payables for these intercompany transactions, which are not
included in the statements of certain assets and liabilities, were as follows
for the period ended:

INTERCOMPANY
PAYABLE
BALANCE
------------

September 30, 1995.......................................... $23,580,188
September 28, 1996.......................................... $16,733,084
September 27, 1997.......................................... $10,963,072
February 28, 1998 (unaudited)............................... $ 7,670,512
March 1, 1997 (unaudited)................................... $14,606,335

8. SUBSEQUENT EVENT

On April 10, 1998, Hudson entered into an Asset Purchase Agreement (the
"Agreement") with a wholly-owned subsidiary of Fresh Foods, Inc. ("Fresh Foods")
whereby Fresh Foods will purchase substantially all of the assets of Pierre for
$122,000,000. The Agreement provides for a closing date of this transaction on
or before June 19, 1998.

Pierre and Fresh Foods have an existing business relationship whereby
product is shipped from Pierre to Fresh Foods for further manufacturing process.
Such transactions are recorded by Pierre as a transfer of inventory and are not
reflected in gross sales. The product is then shipped back to Pierre for
ultimate sale to a third party. Related payments to Fresh Foods are reflected in
cost of goods sold. Total amounts paid to Fresh Foods which are included in cost
of goods sold were $17,510,338, $15,421,856 and $13,458,921 for fiscal 1997,
1996 and 1995, respectively. Net payables to Fresh Foods were $589,561, $148,096
and $82,418 for fiscal 1997, 1996 and 1995, respectively.

(b) Pro Forma Financial Information. Following herewith is an Unaudited
Pro Forma Combined Statement of Operations of the Company for the twelve months
ended February 27, 1998 (giving effect to the Transactions as if they had
occurred on March 1, 1997) and an Unaudited Pro Forma Combined Balance Sheet of
the Company as of February 27, 1998 (giving effect to the Transactions as if
they had occurred on February 27, 1998):

The Acquisition will be accounted for using the purchase method of
accounting. The total cost of the Acquisition has been preliminarily allocated
to the acquired assets and assumed liabilities on the assumption that the
historical amounts of assets and liabilities recorded in the accompanying pro
forma financial information approximate their respective fair values. The actual
allocation of purchase cost, however, and the resulting effect on income may
differ from the pro forma amounts included herein.

The pro forma combined financial data is presented for illustrative
purposes only and is not necessarily indicative of what the Company's financial
position or results of operations would have been had the Transactions occurred
as of the above-referenced dates or of the financial position or results that
may be reported by the Company in the future. Not included in the accompanying
pro forma financial information are the effects of certain cost reductions and
operating efficiencies expected to result from the Acquisition.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED FEBRUARY 27, 1998

HISTORICAL PRO FORMA PRO FORMA
------------------- PRO FORMA ADJUSTMENTS FOR ADJUSTMENTS FOR
FRESH ADJUSTMENTS FOR THE SAGEBRUSH THE INITIAL
FOODS PIERRE THE ACQUISITION ACQUISITION NOTES OFFERING TOTAL
-------- -------- --------------- --------------- --------------- --------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA:
Revenues.................. $158,412 $149,447 $(38,589)(1) $269,269
Cost of goods sold........ 93,018 94,155 (38,507)(1) 148,666
Restaurant operating
expenses................ 39,796 39,796
Selling, general and
administrative
expenses................ 15,593 40,346 66(2) $ (1,956)(3) 54,049
Depreciation and
amortization............ 5,004 4,339 2,913(4) 12,256
Corporate charge.......... 4,763 (4,763)(5)
-------- -------- -------- -------- -------- --------
Operating income.......... 5,001 5,843 1,702 1,956 14,502
Interest expense.......... 1,762 $ 14,942(6) 15,693
659(7)
(1,670)(8)
Other income (expense).... 739 739
-------- -------- -------- -------- -------- --------
Net earnings (loss) before
income taxes............ 3,978 5,843 1,702 1,956 (13,931) (452)
Provision (benefit) for
income taxes............ 1,728 664(9) 321(9) (5,433)(9) (442)
2,278(10)
-------- -------- -------- -------- -------- --------
Net earnings (loss)....... $ 2,250 $ 5,843 $ (1,240) $ 1,635 $ (8,498) $ (10)
======== ======== ======== ======== ======== ========
EARNINGS PER SHARE:(11)
Basic................... $ 0.40 $ 0.00
======== ========
Diluted................. $ 0.37 $ 0.00
======== ========
WEIGHTED AVERAGE
SHARES:(11)
Basic................... 5,654 5,654
======== ========
Diluted................. 6,117 6,117
======== ========
OTHER DATA:
Capital expenditures................................................................................. $ 13,833
Pro Forma EBITDA(12)................................................................................. 27,497
Adjusted Pro Forma EBITDA(13)........................................................................ 30,002
Cash interest expense................................................................................ 15,034
Ratio of total debt to Adjusted Pro Forma EBITDA(13)................................................. 4.98x
Ratio of Adjusted Pro Forma EBITDA to cash interest expense.......................................... 2.00x

- ---------------

(1) Reflects the elimination of transactions between Fresh Foods and Pierre
during the twelve months ended February 27, 1998.
(2) Reflects increases in salaries to be paid to two executive officers of
Pierre following the Acquisition.
(3) Represents the nonrecurring transaction expenses incurred relative to Fresh
Foods' acquisition of Sagebrush, Inc. in January 1998.
(4) Reflects the amortization of estimated goodwill generated from the
Acquisition over 25 years. The amount of goodwill and the corresponding
amortization actually recorded may ultimately differ from these amounts,
depending upon the actual fair value of net assets acquired upon
consummation of the Acquisition.
(5) Reflects the elimination of corporate charge for the twelve months ended
February 27, 1998. Corporate charge represents a charge to Pierre by Hudson
based primarily on 9.5% times the book value of

accounts receivable, inventory, property, plant and equipment and other
assets, less accounts payable, plus certain corporate sales. See Note 7 to
Pierre's financial statements.
(6) Reflects the increase in interest expense associated with the Transactions.
The effective interest rates used were 10.75% with respect to the Initial
Notes ($115.0 million) and 7.775% with respect to the Bank Facility ($33.2
million). The Bank Facility bears a variable interest rate; the effect on
net earnings (loss) before income taxes of a 1/8 percentage variance in the
interest rate would be $41,430.
(7) Reflects the amortization of debt issuance costs on the assumed borrowings
made pursuant to the Initial Notes and the Bank Facility.
(8) Reflects the elimination of interest expense on $19.7 million of Fresh
Foods debt repaid with proceeds from the Initial Notes Offering and
borrowings under the Bank Facility.
(9) Reflects the net change in the provision (benefit) for income taxes
resulting from the adjustments to earnings (loss) before income taxes.
(10) Represents a pro forma tax provision on Pierre's historical excess of
revenues over expenses before income taxes at an estimated effective rate
of 39%.
(11) See Note 2 to Fresh Foods' consolidated financial statements for an
explanation of the calculation of earnings per share and the weighted
average number of shares used in such calculation.
(12) EBITDA consists of earnings before income taxes, interest expense,
depreciation and amortization. Corporate charge represents a $4.8 million
charge to Pierre by Hudson based primarily on 9.5% times the book value of
accounts receivable, inventory, property, plant and equipment and other
assets, less accounts payable, plus certain corporate sales. See Note 7 to
Pierre's financial statements. EBITDA before corporate charge is presented
because the Company believes that it is an appropriate financial indicator
of the Company's ability to service and/or incur indebtedness; however,
EBITDA before corporate charge should not be considered as an alternative
to net earnings as a measure of operating results or to cash flows as a
measure of liquidity in accordance with generally accepted accounting
principles. Pro Forma EBITDA is calculated as follows:

TWELVE MONTHS ENDED
FEBRUARY 27, 1998
-------------------
(IN THOUSANDS)

EBITDA before corporate charge.............................. $25,689
Pro forma adjustments:
Nonrecurring merger expenses(a)........................... 1,956
Elimination of intercompany profit in inventory(b)........ (82)
Executive officer salary increases(c)..................... (66)
-------
Total pro forma adjustments....................... 1,808
-------
Pro Forma EBITDA............................................ $27,497
=======

(a) Represents nonrecurring costs incurred by Fresh Foods during fiscal
1998 related to its acquisition of Sagebrush, Inc.
(b) Represents elimination of intercompany profit recorded during fiscal
1998 from transactions between Fresh Foods and Pierre.
(c) Reflects increases in salaries to be paid to two executive officers of
Pierre following the Acquisition.

(13) Adjusted Pro Forma EBITDA consists of Pro Forma EBITDA subject to an
additional adjustment believed by the Company to be relevant to evaluating
its future operating performance. Such adjustment, which reflects the
estimated impact of personnel reductions (net of severance payments) at
Pierre realized as of April 30, 1998, is based on estimates and assumptions
made and believed to be reasonable by the Company. There can be no
assurance that the estimated impact of these personnel reductions will be
realized or sustainable in the future. The following calculation should not
be viewed as indicative of actual or future results.

TWELVE MONTHS ENDED
FEBRUARY 27, 1998
-------------------
(IN THOUSANDS)

Pro Forma EBITDA............................................ $27,497
Personnel reductions (net of severance payments)............ 2,505
-------
Adjusted Pro Forma EBITDA.............................. $30,002
=======

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF FEBRUARY 27, 1998

HISTORICAL PRO FORMA PRO FORMA
---------------------- ADJUSTMENTS FOR ADJUSTMENTS FOR THE
FRESH FOODS PIERRE THE ACQUISITION INITIAL NOTES OFFERING TOTAL
------------ ------- --------------- ---------------------- --------
(IN THOUSANDS)

ASSETS
Current assets:
Cash and cash equivalents....... $ 2,818 $ 1,219 $(122,994)(1) $148,173(2) $ 4,037
(19,732)(3)
(4,697)(4)
(750)(5)
Marketable equity securities.... 207 207
Accounts receivable, net........ 5,205 10,488 15,693
Notes receivable -- current,
net........................... 1,151 1,151
Inventories..................... 7,361 21,914 (446)(6) 28,829
Income taxes refundable......... 872 872
Deferred income taxes........... 425 425
Prepaid expenses and other
current assets................ 269 16 285
------- ------- --------- -------- --------
Total current assets............ 18,308 33,637 (123,440) 122,994 51,499
Property, plant and equipment,
net........................... 45,024 24,776 69,800
Other assets:
Properties held for sale........ 1,681 1,681
Intangible assets, net.......... 3,736 72,818(1) 4,697(4) 81,251
Notes receivable................ 1,886 1,886
Deferred income taxes........... 685 685
Other........................... 336 336
------- ------- --------- -------- --------
Total other assets.............. 8,324 -- 72,818 4,697 85,839
------- ------- --------- -------- --------
Total assets.................... $71,656 $58,413 $ (50,622) $127,691 $207,138
======= ======= ========= ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable -- banks.......... $ 5,105 $ (5,105)(3)
Current installments of
long-term debt................ 2,189 (1,843)(3) $ 346
Trade accounts payable.......... 6,606 $ 4,222 10,828
Other accrued liabilities....... 4,905 3,839 (277)(5) 8,467
------- ------- --------- -------- --------
Total current liabilities....... 18,805 8,061 (7,225) 19,641
Long-term debt.................. 13,624 148,173(2) 149,013
(12,784)(3)
Shareholders' equity:
Common stock.................... 5,899 5,899
Capital in excess of par
value......................... 23,647 23,647
Retained earnings............... 9,662 50,352 (446)(6) (473)(5) 8,919
(50,176)(1)
Unrealized gain on securities
available for sale............ 19 19
------- ------- --------- -------- --------
Total shareholders' equity...... 39,227 50,352 (50,622) (473) 38,484
------- ------- --------- -------- --------
Total liabilities and
shareholders' equity.......... $71,656 $58,413 $ (50,622) $127,691 $207,138
======= ======= ========= ======== ========

- ---------------

(1) Reflects the preliminary allocation of the purchase price of Pierre based on
the estimated fair value of the net assets acquired. This assumes that the
historical amounts of assets and liabilities recorded by Pierre as of
February 27, 1998 represent their fair values at that date. The amount of
goodwill and the corresponding amortization actually recorded may ultimately
differ from these amounts, depending upon

the actual fair value of net assets acquired upon consummation of the
Acquisition. The estimated purchase price allocation consists of the
following (in thousands):

Purchase price of Pierre.................................... $122,000
Direct costs of the Acquisition............................. 994
--------
122,994
Less estimated fair value of net assets acquired............ 50,176
--------
Excess of purchase price over fair value of net assets
acquired.................................................. $ 72,818
========

(2) Reflects the proceeds of the Initial Notes Offering and the initial
borrowing under the Bank Facility to finance the Acquisition and repay
existing indebtedness.
(3) Reflects the repayment of Fresh Foods indebtedness made with proceeds of the
Initial Notes Offering and the initial borrowing under the Bank Facility.
(4) Reflects debt issuance costs related to the Initial Notes Offering and the
Bank Facility.
(5) Reflects bonuses to be paid to Messrs. Richardson and Clark upon
consummation of the Acquisition.
(6) Reflects the elimination of profit in ending inventory resulting from sales
between Fresh Foods and Pierre through February 27, 1998.

Exhibit No. Description

2.1 Asset Purchase Agreement dated as of April 10, 1998
between Fresh Foods of North Carolina, LLC and Hudson
(schedules and exhibits omitted) (incorporated by
reference to Exhibit 2.1 to Fresh Foods' Current
Report on Form 8-K dated May 13, 1998)

4.1 Note Purchase Agreement dated June 4, 1998 among the
Company, the Guarantors and First Union Capital
Markets, a division of Wheat First Securities, Inc.,
and BancAmerica Robertson Stephens (together, the
"Initial Purchasers")

4.2 Indenture dated as of June 9, 1998 among the Company,
the Guarantors and State Street Bank and Trust
Company, Trustee

4.3 Registration Rights Agreement dated June 9, 1998
among the Company, the Guarantors and the Initial
Purchasers

23.1 Consent of Deloitte & Touche LLP

99.1 Credit Agreement dated as of June 9, 1998 among the
Company, the Guarantors, First Union Commercial
Corporation ("FUCC"), as Agent and a Lender, and
NationsBank, N.A., American National Bank and Trust
Company of Chicago and National City Commercial
Finance, Inc., as Lenders

99.2 Security Agreement dated as of June 9, 1998 among the
Company, the Guarantors and FUCC, as Agent

99.3 Pledge Agreement dated as of June 9, 1998 among the
Company, the Guarantors and FUCC, as Agent

99.4 Press release of the Company dated June 9, 1998

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

FRESH FOODS, INC.

/s/ JAMES E. HARRIS
--------------------------------
JAMES E. HARRIS
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary

June 24, 1998

Fresh Foods, Inc.
Exhibit Index to Form 8-K

Exhibit No. Description

4.2 Indenture dated as of June 9, 1998 among the Company,
the Guarantors and State Street Bank and Trust
Company, Trustee

4.3 Registration Rights Agreement dated June 9, 1998
among the Company, the Guarantors and the Initial
Purchasers

23.1 Consent of Deloitte & Touche LLP

99.2 Security Agreement dated as of June 9, 1998 among the
Company, the Guarantors and FUCC, as Agent

99.3 Pledge Agreement dated as of June 9, 1998 among the
Company, the Guarantors and FUCC, as Agent

99.4 Press release of the Company dated June 9, 1998