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): ~~February 8,~~April 7, 2005

THE WORNICK COMPANY

(Exact name of registrant as specified in its charter)

Delaware	333-119336	30-0225741
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10825 Kenwood Road, Cincinnati, Ohio		42542
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (513) 794-9800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information contained in this report shall not be incorporated by reference into any other filings of The Wornick Company (the “Company”) whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report and in the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

This report ~~may include~~ includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our business, operations, financial results and future prospects. These statements are based on management’s current expectations and are subject to significant risks and uncertainties, including but not limited to the factors described under the heading “Forward-Looking Statements” in our ~~quarterly~~annual report on Form 10-QK for the ~~quarter~~year ended ~~October 2~~December 31, 2004. For a detailed discussion of the factors which could impact our business, operations, financial results and future prospects, please refer to the discussion under the heading “Risk Factors” contained in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our ~~registration~~annual ~~statement~~report on Form S 10-4K and risk factors discussed in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), ~~including but not limited to our quarterly report on Form 10-Q for the quarter ended October 2, 2004,~~ and any subsequently filed reports. All documents filed with the SEC are available free of charge through the SEC’s website at http://www.sec.gov or from us by contacting Michael M. Thompson at (513) 794-9800.

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~Corrections~~Pursuant to its obligations under Regulation FD, the Company is hereby furnishing the following information under Item 7.01 of ~~Management’s~~this ~~Discussion~~current ~~and~~report ~~Analysis~~on ~~Discrepancies~~Form 8-K.

InOn ~~connection with~~April ~~the~~7, ~~offering described below~~2005, The Wornick Company ( the “Company”) ~~has~~held ~~become~~a ~~aware~~conference ~~that~~call ~~certain~~discussing ~~discrepancies existed in~~ its financial ~~information~~ ~~presented in the Management’s Discussion~~ and ~~Analysis of Financial~~ ~~Condition~~operational ~~and~~results ~~Results of Operations sections of its previously filed Form S-4 Prospectus (the “S-4”) and Form 10-Q~~ for the ~~quarter~~year ended ~~October 2~~December 31, 2004 ~~(the “10-Q”)~~. ~~This~~During ~~information (where applicable), however, has been correctly reflected in~~ the ~~respective consolidated~~conference ~~financial statements contained in the S-4 and 10-Q; accordingly~~call, no ~~change~~management ~~to any~~ of the ~~financial statements contained therein or the notes~~ ~~thereto~~Company isprovided ~~required. Management~~its ~~does~~outlook ~~not believe~~for the ~~discrepancies~~Company ~~are~~for ~~material~~2005, ~~either~~the ~~individually~~text orof ~~in the aggregate.~~which follows:

~~The~~Clearly, 2004 was an ~~discrepancies~~eventful ~~noted~~year ~~are~~for Wornick and set the stage for a transition in 2005 as ~~follows:~~we adapt to changing conditions in the economic environment, the company’s markets and a new ownership structure now including an outside shareholder, Veritas Capital.

~~• The~~Wornick ~~disclosure~~was operated as onan ~~page~~ESOP, 35an employee owned company, prior to its’ acquisition by Veritas Capital in July of 2004. Today, Wornick actually operates as two separate companies. The Prepared Foods part of the ~~S-4~~company ~~states~~operates a facility near Cincinnati, Ohio that ~~U.S.~~purchases ~~Government~~food ~~receivables~~products ~~represented~~from 86suppliers, prepares the product, packages it and performs thermo-stabilization to extend shelf life. Last year approximately 55% of the dollar value output of ~~total~~the ~~accounts~~Cincinnati ~~receivable~~facility atwas ~~December 31~~shipped to the McCallen, Texas ~~2003~~facility, the Right Away Division (RAD) for assembly with a wide range of products purchased by that division to assemble complete military ration products. The ~~correct~~remaining ~~amount~~output from the Cincinnati processing plant is ~~82%.~~shipped to

• The disclosure on page 35 of the S-4 states that U.S. Government receivables represented 87% and 80% of total accounts receivable at July 5, 2003 and June 30, 2004, respectively. The correct amounts are 82% and 78%, respectively.2

~~• The disclosure~~Wornick’s onco-manufacturing ~~page~~and 36other ofcustomers. Although the ~~S-4~~two ~~states~~parts ~~that~~of ~~commercial~~the ~~co-manufacturing~~company ~~customer receivables~~work ~~represented~~in ~~14%~~cooperation, ofthey ~~total~~have been ~~accounts~~operated ~~receivable~~and atstaffed ~~December 31, 2003.~~as ~~The~~separate ~~correct~~companies ~~amount~~under isthe ~~10%~~ESOP ownership structure.

~~• The~~As ~~disclosures~~part of our initial ~~related~~transition tophase ~~quantitative~~in ~~and~~2005, ~~qualitative~~the ~~market~~management ~~risk~~teams onfor ~~pages~~each 49location ~~and~~will 25be combined ofinto a single Wornick team located in Cincinnati. Functions in the two companies that can ~~S-4~~benefit ~~and~~from ~~10-Q,~~economies ~~respectively,~~of ~~state~~scale will be centralized in Cincinnati. Supply chain management is an example. In that case the ~~Company~~two ~~had~~separate ~~approximately~~supplier ~~$5.4~~bases ~~million~~for each of ~~debt~~the ascompanies ofwill ~~December 31~~be merged to leverage staff, ~~2003~~management tools and purchase volume. The management team will be supplemented with new recruits that ~~was~~have ~~sensitive~~the specific skills needed to improve operations, develop new products and build new customer relationships. These changes have already begun and key managers are relocating from Texas to Ohio now. We expect these changes to result in improved working capital efficiency and lower variable costs over the mid and long term.

2Concurrently, the company’s marketing staff is evaluating the early market feedback from introduction of Wornick’s branded product initiatives to determine the best alternatives for these prototype products. A wide range of new product opportunities with our current customers and logical extensions of our current capabilities into specialized products and services for other market segments are also being examined.

~~interest~~In ~~rate~~the ~~risk~~second phase of transition the management team will intensify focus on optimizing and ~~that~~aligning the acompany’s 1%manufacturing and assembly operations to better align with our ~~hypothetical~~customer’s ~~increase~~needs inand ~~interest~~improve ~~rates~~financial ~~would~~results. Product ~~decrease~~development ~~net~~capability ~~income~~will bybe supplemented with the specific ~~approximately~~skills ~~$54~~and tools,~~000. The~~ ~~correct~~then focused on the highest value opportunities to grow ~~amounts~~revenue ~~are~~from ~~$4.9~~specialty ~~million~~products ~~and~~that ~~$49~~leverage Wornick’s core strengths in flexibly packaged,~~000~~ prepared, ~~respectively~~shelf stable food and military field support.

~~• The~~Outlook ~~disclosure on~~for ~~page~~2005 43results is offor ~~the~~a ~~S-4~~10% ~~states~~increase ~~that~~in ~~profit~~revenue from ~~operations~~approximately ~~for~~$180 ~~the~~million ~~Company’s~~in 2004 to ~~Right~~over ~~Away~~$200 ~~Division,~~million orin ~~RAD~~2005, ~~segment~~with ~~increased~~most byof ~~$16.1~~the ~~million~~growth ~~and~~from ~~overall operating~~increased ~~costs~~sales of co-manufactured products. Profitability in the ~~corporate~~first ~~segment~~quarter ~~increased~~is byanticipated ~~$1.9~~to ~~million~~be ~~for~~lower ~~the~~than succeeding periods due to ~~fiscal~~intensified ~~year~~price ~~ended~~competition ~~December 31,~~for ~~2003~~orders asaccepted ~~compared~~in to2004 ~~the~~and ~~fiscal~~produced ~~year~~in ~~ended~~Q1 ~~December 31,~~of ~~2002~~2005. ~~The~~Full ~~correct~~year ~~amounts~~EBITDA ~~are~~is ~~$17.5~~expected to be ~~million~~in ~~and~~the $~~1.7~~25 to $28 million, ~~respectively~~range as previously projected with Gross Margins by segment roughly consistent with 2004.

~~• The~~Current ~~disclosure~~liquidity onincludes ~~page~~cash 18 of ~~the~~approximately 10$3 million and an un-Qdrawn ~~states~~credit ~~that~~line ~~net~~of ~~sales~~$25 million. Planned capital expenditures to support growth of the ~~Department~~co-manufacturing ofbusiness ~~Defense~~during 2005 are roughly in balance ~~increased~~with cash generated by ~~$4.5~~operations, ~~million~~net ~~for~~of ~~the~~interest ~~quarter~~expenses. Working ~~ended~~capital ~~October 2,~~is ~~2004~~expected asto remain near ~~compared~~current tolevels and the ~~quarter~~company ~~ended~~is ~~October 4,~~not ~~2003. The~~expected ~~correct~~to ~~amount~~have isa ~~$3.3~~material ~~million~~cash income tax liability for 2005.

• The ~~disclosure~~transition we are oninitiating ~~page~~at 18Wornick ofin ~~the~~2005 ~~10-Q~~will ~~states~~put ~~that~~the ~~sales~~company ofin ~~Meals~~a ~~Ready-~~strong position to~~-Eat~~ ~~(“MREs”)~~use ~~increased~~its byassets ~~$1.5~~and ~~million~~capabilities ~~for~~to ~~the~~increase ~~quarter~~operating ~~ended~~efficiency ~~October 2,~~and ~~2004 as~~focus ~~compared~~additional toresources ~~the~~on ~~quarter~~product ~~ended~~development ~~October 4,~~opportunities ~~2003. The~~with ~~correct~~long ~~amount~~time customers isand ~~$0.2~~expand ~~million~~its product offerings to new ones.

• The disclosure on page 18 of the 10-Q states that branded sales increased by $737,000 for the quarter ended October 2, 2004 as compared to the quarter ended October 4, 2003. The correct amount is $775,000.3

~~• The~~A ~~disclosure on~~replay ~~page 22~~ of the ~~10-Q~~entire conference ~~states~~call ~~that~~will abe ~~reduction~~available infrom ~~our~~2:00 ~~Prepared~~p.m., ~~Food~~Eastern ~~Division’s sales~~Daylight ~~was~~Time, ~~attributable~~on April to7, a2005 ~~reduction~~until in11:59 ~~sales of MREs of $25~~p.8m., ~~million~~Eastern ~~and~~Daylight ~~a reduction~~Time, inon ~~sales~~April of12, ~~commercial~~2005. The ~~products~~replay ofnumber ~~$1.8~~is ~~million~~800-405-2236 (toll-free). The ~~correct~~pass ~~amounts~~code ~~are~~for ~~$25.0~~the replay ~~million~~is ~~and $4.9~~11027702 ~~million,~~(followed ~~respectively~~by the # sign).

• The disclosure under the heading “Liquidity and Capital Resources” on page 23 of the 10-Q for the nine month period ended October 2, 2004 states that cash from (used in) operating activities and investing activities was $2,258 thousand or $2.3 million and ($166,160) thousand or $(166.2) million, respectively. The correct amounts are $3,398 thousand or $3.4 ~~million and ($165,720) thousand or $(165.7) million, respectively.~~

• The disclosure under the heading “Liquidity and Capital Resources” on page 23 of the 10-Q states that approximately $165.5 million of the increase in cash flows from investing activities for the quarterly period ended October 2, 2004 was primarily related to the acquisition by the Company of the business of The Wornick Company, a Nevada corporation, as a going concern. The correct amount is $165.1 million.SIGNATURES

3Pursuant 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.

TWC Holding LLC and TWC Holding Corp. Senior PIK Notes Offering

	THE WORNICK COMPANY

	By:	/s/ John F. McQuay
		Name:	John F. McQuay
		Title:	Chief Financial Officer and Treasurer

Dated: April 7, 2005

Immediately following this filing, TWC Holding LLC, the direct parent of the Company, and TWC Holding Corp., a wholly-owned subsidiary of TWC Holding LLC, intend to price an offering of their jointly issued 13.875% Senior PIK Notes due 2011 (the “Holding Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended. The Holding Notes will not and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Holding Notes are not secured by any collateral and neither the Company nor any of its subsidiaries are guarantors of the Holding Notes.5

Backlog

Our total backlog as of October 2, 2004 was $38.1 million. Backlog represents products or services that our customers have committed by contract to purchase from us and for which we have firm orders. Large portions of these commitments are terminable by at will the customer. Our backlog consists in large part of orders under our contracts with the Department of Defense.

It is expected that a substantial portion of our backlog will be converted to revenue. However, there can be no assurance that our backlog will become revenues in any particular period, if at all.

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.

THE WORNICK COMPANY By: /s/ John F. Mcquay Name: John F. McQuay Title: Chief Financial Officer and Treasurer

Dated: February 8, 2005

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