USE OF PROCEEDS FROM THIS OFFERING

We estimate that we will sell         IDSs in this offering and receive net proceeds of approximately $         million after deducting underwriting discounts, commissions, and other estimated offering expenses, assuming an initial public offering price of $         per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. We estimate that we will also sell $         million aggregate principal amount of senior subordinated notes in this offering separately from the IDSs, and receive net proceeds of approximately $         million from the sale of such senior subordinated notes.

We will use the net proceeds of this offering, together with borrowings under the Amended Credit Facilities, to:

If the underwriters exercise their over-allotment option in full, we will use all the additional net proceeds to repurchase approximately         additional shares of our currently outstanding common stock from our existing stockholders.

We refer to this offering, and the application of the proceeds thereof, the Amended Credit Facilities, the Tender Offers and the Recapitalization, collectively, as the “Transactions.”

The following table illustrates the estimated sources and uses of the funds for the Transactions, assuming the Transactions all occurred on                 , 2004 and 100% of the 8¼% Senior Notes and 10¾% Senior Discount Notes are tendered and purchased in the Tender Offers. Actual amounts may differ.

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OTHER INFORMATION ABOUT THIS PROSPECTUS

Unless the context otherwise requires, references in this prospectus to this “offering” refer collectively to the offering of          IDSs and $         million aggregate principal amount of senior subordinated notes offered separately. Throughout this prospectus, we have assumed an initial public offering price of $         per IDS (comprised of $         principal amount allocated to each senior subordinated note and $         allocated to each share of common stock, in each case that form part of an IDS), which represents the mid-point of the range set forth on the cover page of this prospectus. We have also assumed an initial public offering price for the senior subordinated notes sold separately of     % of their stated principal amount. The information in this prospectus, unless otherwise indicated:

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APOLLO

Apollo Management V, L.P. and its affiliated investment funds (“Apollo”), our principal equity sponsor, is an affiliate of Apollo Management, L.P. Apollo Management, L.P. was founded in 1990 and is among the most active private investment firms in the United States in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo Management, L.P. has managed the investment of an aggregate of approximately $14 billion in equity capital, including $13 billion invested in corporate transactions, in a wide variety of industries, both domestically and internationally. Companies owned or controlled by Apollo Management, L.P. and its affiliates or in which Apollo Management, L.P. and its affiliates have a significant equity investment include, among others, AMC Entertainment Inc., Compass Minerals Group, Inc., General Nutrition Centers, Inc., Nalco Company, National Financial Partners Corp. and Pacer International, Inc.

OUR CORPORATE INFORMATION

UAP Holdings is a holding company with no significant assets or operations other than the ownership of 100% of the stock of United Agri Products. Our principal executive offices are located at 7251 W. 4 ^th Street, Greeley, Colorado 80634. Our main telephone number is (970) 356-4400.

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THE OFFERING

We are offering                  IDSs at an initial public offering price of $             per IDS, which represents the midpoint of the range set forth on the cover page of this prospectus. We are also offering $             million aggregate principal amount of senior subordinated notes separately from the IDSs in this offering at an initial public offering price of     % of their stated principal amount. The completion of the separate offering of senior subordinated notes is a condition to our sale of IDSs. In addition, no purchaser, including our existing stockholders, or any affiliate of such purchaser, will be permitted to purchase both IDSs and senior subordinated notes. We expect that the aggregate principal amount of the separate senior subordinated notes will equal at least 10% of the aggregate principal amount of the senior subordinated notes represented by the IDSs (assuming the underwriters’ over-allotment option is exercised in full).

SUMMARY OF THE IDSs

What are IDSs?

IDSs are securities comprised of our Class A common stock and senior subordinated notes.

Each IDS initially represents:

The ratio of Class A common stock to principal amount of senior subordinated notes represented by an IDS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. For example, if we effect a two-for-one stock split, from and after the effective date of the stock split, each IDS will represent two shares of Class A common stock and the same principal amount of senior subordinated notes as it previously represented. Likewise, if we effect a recombination or reclassification of our Class A common stock, each IDS will thereafter represent the appropriate number of shares of Class A common stock on a recombined or reclassified basis, as applicable, and the same principal amount of senior subordinated notes as it previously represented.

What payments can I expect to receive as a holder of IDSs or senior subordinated notes?

Assuming we make our scheduled interest payments on the senior subordinated notes, and pay dividends in the amount contemplated by our current dividend policy, you will receive in the aggregate approximately $             per year in interest on the senior subordinated notes and dividends on the Class A common stock represented by each IDS. We expect to make interest and dividend payments quarterly on the 15th day of each                     ,             ,                         and                  to holders of record on the 10th day of such month.

You will be entitled to receive quarterly interest payments at an annual rate of     % of the aggregate principal amount of senior subordinated notes, or approximately $             per senior subordinated note per year, subject to our right, under certain circumstances specified in the indenture governing the senior subordinated notes, to defer interest payments on our senior subordinated notes. For a detailed description of these circumstances, see “Description of Senior Subordinated Notes—Terms of the Notes—Interest Deferral.”

You will also receive quarterly dividends on the shares of our Class A common stock initially represented by your IDSs, if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of the Amended Credit Facilities, the indenture governing our senior subordinated notes, any other outstanding indebtedness of ours and the terms of our junior participating preferred stock. Specifically, the indenture governing our senior subordinated notes restricts our ability to declare and pay dividends on our capital

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stock, including Class A common stock, as described under “Dividend Policy and Restrictions.” In addition, our Amended Credit Facilities restrict our ability to declare and pay dividends on our Class A common stock as described under “Dividend Policy and Restrictions” and “Description of Other Indebtedness.” Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that, subject to applicable law and the terms of our then existing indebtedness, initial annual dividends will be approximately $         per share of our Class A common stock. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.

Will my rights as a holder of IDSs be any different than the rights of a beneficial owner of separately held Class A common stock and senior subordinated notes?

No. As a holder of IDSs you are the beneficial owner of the Class A common stock and senior subordinated notes represented by your IDSs. As such, through your broker or other financial institution and The Depository Trust Company, known as DTC, you will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the indenture governing our senior subordinated notes, ranking upon bankruptcy and rights to receive communications and notices as a beneficial owner of separately held Class A common stock and senior subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

Will the IDSs be listed on an exchange?

We will apply to list the IDSs for trading on                  under the trading symbol “         .”

Will the shares of our Class A common stock and senior subordinated notes represented by the IDSs be separately listed on an exchange?

We do not anticipate that our Class A common stock or our senior subordinated notes will trade on any exchange. We currently do not expect an active trading market for our Class A common stock or senior subordinated notes to develop. However, we will use reasonable efforts to list our Class A common stock for separate trading on                  if a sufficient number of shares of our Class A common stock are held separately to meet the minimum distribution requirements for separate trading on                  for at least 30 consecutive trading days (assuming that we otherwise continue satisfy all other applicable listing requirements of such stock exchange at that time). The shares of Class A common stock and senior subordinated notes offered hereby will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933.

Will the senior subordinated notes sold separately from the IDSs be the same as the senior subordinated notes issued as part of the IDSs?

Yes. The senior subordinated notes sold separately from the IDSs will be substantially identical to the senior subordinated notes that are part of IDSs and will be part of the same series of notes and issued under the same indenture. Accordingly, holders of senior subordinated notes sold separately and holders of senior subordinated notes represented by IDSs will vote together as a single class, in proportion to the aggregate principal amount of senior subordinated notes they hold, on all matters on which holders of senior subordinated notes are entitled to vote under the indenture governing the senior subordinated notes.

In what form will IDSs, the shares of our Class A common stock and senior subordinated notes represented by the IDSs and the senior subordinated notes sold separately be issued?

The IDSs, the shares of our Class A common stock and senior subordinated notes represented by the IDSs and the senior subordinated notes sold separately will be issued in book entry form only. This means that

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you will not be a registered holder of IDSs, the securities represented by the IDSs or the senior subordinated notes sold separately, and you will not receive a certificate for your IDSs or the securities represented by your IDSs or the senior subordinated notes sold separately. You must rely on your broker or other financial institution that will maintain your book entry position to receive the benefits and exercise the rights of a holder of IDSs or senior subordinated notes.

Can I separate my IDSs into shares of Class A common stock and senior subordinated notes or recombine shares of Class A common stock and senior subordinated notes to form IDSs?

Yes. Holders of IDSs, whether purchased in this offering or in a subsequent offering of IDSs of the same series may, at any time after the earlier of 45 days from the date of the closing of this offering or the occurrence of a change of control, through their broker or other financial institution, separate the IDSs into the shares of our Class A common stock and senior subordinated notes represented thereby. Any holder of shares of our Class A common stock and senior subordinated notes may, at any time after the IDSs become separable by the holders, through his or her broker or other financial institution, combine the applicable number of shares of Class A common stock and senior subordinated notes to form IDSs. Separation and recombination of IDSs may involve transaction fees charged by your broker and/or financial intermediary. See “Description of IDSs—Book Entry Settlement and Clearance—Separation and Combination.”

We will file with the Securities and Exchange Commission as soon as practicable a Current Report on Form 8-K (or any applicable form) to announce and quantify any changes in the ratio of IDS components or changes in OID attributed to the senior subordinated notes.

Will my IDSs automatically separate into shares of Class A common stock and senior subordinated notes upon the occurrence of certain events?

Yes. Separation of all the IDSs will occur automatically upon the occurrence of any redemption, whether in whole or in part, of the senior subordinated notes or upon the maturity of the senior subordinated notes.

What will happen if we issue additional IDSs or senior subordinated notes of the same series in the future?

We may conduct future financings by selling additional IDSs or senior subordinated notes of the same series, which will have terms that are identical to those of the IDSs or senior subordinated notes being sold in this offering, except that in the case of IDSs issued 45 days or more from the closing of this offering, such IDSs will be immediately separable, and in the case of IDSs issued less than 45 days from the closing of this offering, such IDSs will be separable on the same date as the IDSs issued hereunder may separate. Additional IDSs will represent the same proportions of Class A common stock and senior subordinated notes as are represented by the then outstanding IDSs. Although the senior subordinated notes represented by such IDSs or sold separately will have terms that are identical (except for the issuance date) to the senior subordinated notes being sold in this offering and will be part of the same series of senior subordinated notes for all purposes under the indenture, it is possible that the new senior subordinated notes will be sold with original issue discount (referred to as OID) for United States federal income tax purposes. If such senior subordinated notes are issued with OID, all IDSs of the same series (including the IDSs being offered hereby) and all senior subordinated notes not held as part of IDSs (including the senior subordinated notes being offered separately hereby) will be automatically exchanged for IDSs and senior subordinated notes, respectively, with new CUSIP numbers. As a result of such exchanges, the OID associated with the sale of the new senior subordinated notes will effectively be spread among all holders of senior subordinated notes on a pro rata basis, which may adversely affect your tax treatment.

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What will be the U.S. federal income tax consequences of an investment in the IDSs?

The U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs in this offering are not entirely clear.

Treatment of Purchase of IDSs .    The purchase of IDSs in this offering should be treated as the purchase of shares of our Class A common stock and senior subordinated notes and, by purchasing IDSs, you will agree to such treatment. You must allocate the purchase price of the IDSs between those shares of Class A common stock and senior subordinated notes in proportion to their respective initial fair market values, which will establish your initial tax basis. The value attributed to the shares of Class A common stock and senior subordinated notes represented by the IDSs have been established based on the fair market value of such shares of Class A common stock and senior subordinated notes. We will report the initial fair market value of each share of Class A common stock as $             and the initial fair market value of each $             principal amount of senior subordinated notes as $            , and by purchasing IDSs, you will agree to such allocation.

Treatment of Senior Subordinated Notes .    The senior subordinated notes should be treated as debt for U.S. federal income tax purposes. If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then the stated interest on the senior subordinated notes could be treated as a dividend, and interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes, which could materially increase our taxable income and significantly reduce our future cash flow. In addition, payments on the senior subordinated notes to foreign holders would be subject to U.S. federal withholding taxes at rates of up to 30%. Payments to foreign holders would not be grossed up on account of any such taxes.

What will be the U.S. federal income tax consequences of a subsequent issuance of senior subordinated notes?

The U.S. federal income tax consequences to you of the subsequent issuance of senior subordinated notes with original issue discount upon a subsequent offering by us of IDSs or senior subordinated notes sold separately are not entirely clear.

Exchange of Senior Subordinated Notes .    The indenture governing the senior subordinated notes will provide that, in the event there is a subsequent issuance of senior subordinated notes with a new CUSIP number having terms that are otherwise identical (other than issuance date) in all material respects to the senior subordinated notes represented by the IDSs and the senior subordinated notes being offered separately in this offering, including upon a conversion of junior participating preferred stock into IDSs, each holder of IDSs or separately held senior subordinated notes, as the case may be, agrees that a portion of such holder’s senior subordinated notes will be exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, immediately following such subsequent issuance, each holder of subsequently issued senior subordinated notes, held either as part of IDSs or separately, and each holder of existing senior subordinated notes, held either as part of IDSs or separately, will own an inseparable unit composed of a proportionate percentage of both the old senior subordinated notes and the newly issued senior subordinated notes. The aggregate principal amount of senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. Because a subsequent issuance will affect the senior subordinated notes in the same manner, regardless of whether these senior subordinated notes are held as part of IDSs or separately, the combination of senior subordinated notes and shares of Class A common stock to form IDSs, or the separation of IDSs, should not affect your tax treatment.

It is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes results in a taxable exchange for United States federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. In such case, a holder

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would recognize any gain realized on such exchange, but a loss realized might be disallowed. Regardless of whether a subsequent issuance results in a taxable exchange, such exchange could result in holders having to include OID in taxable income prior to the receipt of cash and other potentially adverse tax consequences.

Reporting of Original Issue Discount .    Following any subsequent issuance of senior subordinated notes with original issue discount, we (and our agents) will report any original issue discount on the subsequently issued senior subordinated notes ratably among all holders of IDSs and separately held senior subordinated notes, and each holder of IDSs or separately held senior subordinated notes will, by purchasing senior subordinated notes or IDSs, agree to report original issue discount in a manner consistent with this approach. However, we cannot assure you that the Internal Revenue Service will not assert that any original issue discount should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and they may challenge a holder’s reporting of OID on its tax returns. Such a challenge could create uncertainties in the pricing of IDSs and senior subordinated notes and could adversely affect the market for IDSs and senior subordinated notes.

Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the IDSs or instruments similar to the IDSs, we urge you to consult your own tax advisor concerning the tax consequences of an investment in the IDSs. For additional information, see “Material U.S. Federal Income Tax Considerations.”

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