<PAGE>   1
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)

  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----
      EXCHANGE ACT OF 1934
For the fiscal year ended June 3, 2001

                                      OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-------
      SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                             to
                               -------------------------------------------
Commission file number      000-17896
                       ------------------------

                          HANOVER FOODS CORPORATION
            (Exact name of Registrant as specified in its charter)


               PENNSYLVANIA                                 23-0670710
 (State or other jurisdiction of incorporation or      (IRS Employer I.D. No.)
                organization)

     P.O. BOX 334, YORK STREET EXTENDED, HANOVER, PENNSYLVANIA     17331-0334
            (Address of principal executive offices)               (Zip code)

      Registrant's telephone number including area code: (717) 632-6000

       Securities registered pursuant to Section 12(b) of the Act: None

         Securities registered pursuant to Section 12(g) of the Act:

<TABLE>
<CAPTION>
                                            Name Of Each Exchange On
            Title Of Each Class                 Which Registered
            -------------------                 ----------------
<S>                                         <C>
            Class A Nonvoting Common                None
            Stock
</TABLE>

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.     Yes    X      No
                                            -----        -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
          -----
As of August 10, 2001, the estimated aggregate market value of Class B Voting
Common Stock held by non-affiliates of the Registrant was $15,569,515, excluding
142,449 shares owned by an Employee Stock Trust which was consolidated with the
Registrant for financial reporting purposes. As of August 10, 2000, the
estimated aggregate market value of Class A Common Stock held by non-affiliates
of the Registrant was $10,989,108. (The exclusion of the market value of shares
owned by any individual or entity shall not be deemed an admission that such
person is an "affiliate" of the Registrant.) There was 568,698 shares of Class B
Common Stock outstanding as of August 10, 2001, of which 142,449 shares were
owned by an Employee Stock Trust which was consolidated with the Registrant for
financial reporting purposes. There were 288,247 shares of Class A Common Stock
outstanding as of August 10, 2001.
<PAGE>   2
PART I

ITEM 1. BUSINESS

Forward Looking Statements

When used in this Annual Report, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "projected," or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties. including but not
limited to quarterly fluctuations in operating results, competition, state and
federal regulation, environmental considerations and foreign operations. Such
factors, which are discussed in the Annual Report, could affect the
Corporation's financial performance and could cause the Corporation's actual
results for future periods to differ materially from any opinion or statements
expressed herein with respect to future periods. As a result, the Corporation
wishes to caution readers not to place undue reliance on any such forward
looking statements, which speak only as of the date made.

OVERVIEW

Hanover Foods Corporation (as used herein the term "Corporation" refers to
Hanover Foods Corporation and its consolidated subsidiaries) was incorporated on
December 12, 1924 in Harrisburg, Pennsylvania.

In addition, the Corporation has six (6) wholly-owned subsidiaries, Tri-Co.
Foods Corp., Consumers Packing Corporation, d/b/a Hanover Foods - Lancaster
Division, Spring Glen Fresh Foods, Inc., Hanover Insurance Corporation, Ltd.,
Nittany Corporation and Bickel's Snack Foods, Inc.  Tri-Co. Foods Corp. has
two (2) wholly-owned subsidiaries, Alimentos Congelados Monte Bello, S.A.,
and Sunwise Corporation.

Originally, the Corporation was established to provide seasonal packing of
locally grown peas, beans and other vegetables. From this beginning, the
Corporation has grown to become one of the leading independent processors of
canned vegetables, frozen vegetables, frozen meat products, frozen entrees,
frozen soft pretzels, canned and frozen mushrooms, fresh foods and snack food
products in the eastern United States. The Corporation's raw materials are
readily available, and the Corporation is not dependent on a single supplier or
a few suppliers. This growth has resulted from the Corporation's extended scope
of operations, new product development and acquisitions. See "Risk Factors -
Industry Conditions and Price and Volume Fluctuations."

The Corporation is a vertically integrated processor of food products in one
industry segment. It is involved in the growing, processing, canning, freezing,
freeze-drying, packaging, marketing and distribution of its products under its
own trademarks, as well as other branded, customer and private labels. "See Risk
Factors - General Risks of the Food Industry."

The Corporation enjoys its strongest retail sales in the mid-Atlantic states and
Florida. Introduction of frozen ethnic blends, specialty vegetables, canned
pasta, frozen soft pretzels, refrigerated food, canned, frozen mushrooms and
snack food products has enabled the Corporation to increase and expand its
distribution throughout the eastern seaboard. Distribution in the remainder of
the United States is limited to food service, military and industrial customers.

As shown on the transfer books of the Corporation, at the close of business on
August 10, 2001, there were 288,427 shares of Class A Common Stock outstanding,
568,698 shares of Class B Common Stock outstanding including 142,449 shares
owned by an Employee Stock Trust which was consolidated with the Corporation for
financial reporting purposes and 10,000 shares of Series C Convertible Preferred
B Common Stock outstanding. On the August 10, 2001, the Corporation also had
6,228 shares of non-voting Series A Preferred Stock and 8,496 shares of
non-voting Series B Preferred Stock outstanding, all of which is currently
convertible into Class A Common Stock.
<PAGE>   3
OPERATIONS

The Corporation has operations at ten (10) plants in Pennsylvania, one (1) plant
in Maryland, one (1) plant in Delaware, two (2) plants in Guatemala and one (1)
plant in California.

PRODUCTS

The Corporation markets its products under the brand names HANOVER, HANOVER
FARMS, MYERS, PHILLIPS, GIBBS, SUPERFINE, MARYLAND CHIEF, MITCHELL'S, DUTCH
FARMS, SUNWISE, O&C (jarred onions only), SPRING GLEN FRESH FOODS, SUNNYSIDE
FOODS, NOTTINGHAM, BICKEL'S, BON TON, YORK SNACKS, CABANA and DRAPER KING COLE.
The products sold by the Corporation under these brand names include canned
vegetables, beans and pasta as well as frozen vegetables, frozen meat products,
food entrees, refrigerated and fresh foods, canned and frozen mushrooms and
potato chips. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Year Ended June 3, 2001 Results of Operations
Compared to Year Ended May 28, 2000" in the 2000 Annual Report attached hereto
as Exhibit 13 (the "Annual Report").

DISTRIBUTION

The Corporation's products are marketed under its brand labels and customer
private labels to the consumer for home use and also to the food service trade
which includes restaurants, fast food chains, hospitals and schools as well as
military and other governmental uses. The Corporation's ten largest customers
account for approximately 33% of the Corporation's net sales for the fiscal year
ended June 3, 2001 and 21% of accounts receivable as of June 3, 2001. No single
customer accounted for more than 10% of net sales for the fiscal years ended
June 3, 2001, May 28, 2000, and May 30, 1999. The Corporation's products are
distributed directly to its customers and indirectly via independent
distributors. Sales activities are conducted via Corporation employed sales
personnel and independent sales brokerage firms. The Corporation also
manufactures private label food products for other food companies.

COMPETITION

The Corporation markets its food products to the retail and food service sectors
in the northeastern, mid-Atlantic, southeastern and midwestern areas of the
United States. See "Risk Factors - Competition."

The principal methods of competition within the food processing industry are:
price, promotion, advertising, product quality and service.

The Corporation competes with national processors such as Agrilink Foods and
Campbell Foods and regional processors such as Bush.

TRADEMARKS

The Corporation has various registered and unregistered trademarks, service
marks and licenses which are of material importance to the Corporation's
business.   The principal trademarks of the Corporation are:  Hanover, Myers,
Gibbs, Phillips, Spring Glen, L.K. Bowman, Bickel's, Bon Ton and Cabana.

BACKLOG OF ORDERS

The Corporation manufactures against customer forecasts and orders. While at any
given time there may be a backlog of orders, such backlog is not material to
total sales, nor are the changes from time to time significant.
<PAGE>   4
RESEARCH AND DEVELOPMENT

The Corporation engages in research and development of new products and
improvement of existing products as well as the improvement and modernization of
its operating plants and equipment. See Note 1 of the Notes to Consolidated
Financial Statements in the Annual Report.

REGULATION

The Corporation's operations, as is the case of all food companies, are subject
to strict regulation by the U.S. Food and Drug Administration (FDA). The
Corporation is also subject to inspection by the Food Safety and Quality Service
Division (USDA), for its meat and poultry products. FDA regulates the safety of
the food product, the identity of the product, its purity and identification of
ingredients therein. USDA establishes grades for products and regulates
sanitation. The appropriate state agencies regulate the sanitation of the
Corporation's plants and the manufacture of food products utilizing flour in any
baking process.

The Corporation is also regulated by many other federal and state governmental
agencies such as Occupational Safety and Health Administration (OSHA), Federal
Trade Commission and U.S. Environmental Protection Agency. See "Risk Factors -
Regulation" and "Legal Proceedings."

ENVIRONMENTAL CONSIDERATIONS

The Corporation continually makes investments to comply with all federal, state
and local laws, environmental rules and regulations. To date, such expenditures
have not been material with respect to the Corporation's capital expenditures,
earnings or competitive position, and are not expected to be in the future. See
"Risk Factors - Environmental Risks" and "Legal Proceedings."

SOURCES OF SUPPLY

The Corporation maintains an intimate involvement in all phases of agricultural
crop production as well as direct procurement of fresh vegetables. The
Corporation procures all of its fresh vegetable requirements through direct
contracts with farmers who cultivate and harvest the crops according to the
Corporation's specifications. In addition, the Corporation directly procures
beans, tomato based products, pasta, herbs and other ingredients, as well as
containers and packaging materials from outside vendors throughout the world. No
supplier provides more than 10% of the raw materials or packaging materials
purchased by the Corporation.

EMPLOYEES

As of June 3, 2001, the Corporation, its divisions and subsidiaries employed
approximately 1,741 employees on a full-time and a seasonal basis. Approximately
1,486 employees are employed in the United States and 255 are employed in
Guatemala.

A total of 655 production workers at the Hanover, PA, Centre Hall, PA and
Clayton, DE plants are members of the United Food and Commercial Workers Union -
Locals 1776, 72 and 56, respectively. The Hanover and Centre Hall, PA plants
each have their own three (3) year contract beginning January 1, 2000 and ending
December 31, 2003. The Clayton, DE plant has its own three (3) year contract
beginning January 1, 1998 and ending December 31, 2001. There are no union
contracts at any other plants or locations of the Corporation. The Corporation
has never had any strikes or labor disputes interfering with its operations.
Management considers labor relations to be excellent.

FOREIGN OPERATIONS

The Corporation's wholly-owned subsidiary, Tri-Co. Foods Corp., has two (2)
wholly-owned subsidiaries, Alimentos Congelados Monte Bello, S.A., San Jose
Pinula, Guatemala and Sunwise Corporation, Lakeland, Florida.
<PAGE>   5
Alimentos Congelados Monte Bello, S.A. procures, processes and ships
vegetables produced in Guatemala.  Alimentos Congelados Monte Bello, S.A.
contracts with approximately 2,400 independent farmers in Guatemala for the
growing and harvesting of broccoli, cauliflower, okra and Brussels sprouts.
The raw vegetable product purchased by the Corporation is frozen at one of
two Corporation plants located in San Jose Pinula, Guatemala and Teculutan,
Guatemala.

Sunwise Corporation imports and distributes the Guatemalan product to Hanover
Foods Corporation.

The business of the Corporation in Guatemala is subject to the laws of Guatemala
which may place restrictions and controls on such matters as ownership, imports
and exports, prices, product lines and transfer of funds, and is also subject to
the fluctuating exchange rate between the Guatemalan quetzal and the U.S.
dollar. See "Management's Discussion and Analysis of Financial Conditions and
Results of Operations - Impact of Events and Commitment of Future Operations"
and "Risk Factors - Risks Associated With Foreign Operations" in the Annual
Report.

Information with respect to the revenue, cost of sales and identifiable assets
for the Corporation's foreign operations is set forth in Note 11 to the
Consolidated Financial Statements entitled "Foreign Operations" in the Annual
Report.

RISK FACTORS

Industry Conditions and Price and Volume Fluctuations

The Corporation's financial performance and growth are related to conditions in
the food processing industry. The United States food processing industry is a
mature industry. The Corporation's net sales are a function of product
availability and market pricing. In the food processing industry, product
availability and market prices tend to have an inverse relationship: market
prices tend to decrease as more product is available, whereas if less product is
available, market prices tend to increase. Product availability is a direct
result of plantings, growing conditions, crop yields and inventories, all of
which vary from year to year. In addition, price can be affected by the
planting, inventory level and individual pricing decisions of the three or four
largest processors in the industry. Generally, the market prices in the food
processing industry tend to adjust more quickly to variations in product
availability than an individual processor can adjust its cost structure; thus,
in an over-supply situation, a processor's margins likely will weaken, as
suppliers generally are not able to adjust their cost structure as rapidly as
market prices adjust for the over-supply. The Corporation typically has
experienced lower margins during times of industry over-supply. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Annual Report.

Seasonality and Quarterly Fluctuations

The Corporation's operations are affected by the growing cycle of the vegetables
it processes. The Corporation's business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
over-supply situation in a given year. This over-supply typically will result in
depressed selling prices and reduced profitability to the Corporation on the
inventory produced from that year's crops. Excessive rain or drought conditions
can produce low crop yields and a shortage situation. This shortage typically
will result in higher selling prices and increased profitability to the
Corporation. While the national supply situation controls the pricing, the
supply can differ regionally because of variations in weather.

Because many of the raw materials processed by the Corporation are agricultural
crops, production of products using these crops is predominantly seasonal. As a
result, the Corporation needs access to working capital financing to meet its
production requirements during these periods. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Annual Report.

Competition

All of the Corporation's products compete with those of other national, major
and small regional food processing companies under highly competitive
conditions. Many of the Corporation's major competitors in the market are
<PAGE>   6
larger and have greater financial and marketing resources than the Corporation.
Continued industry consolidation also may increase the market strength of the
Corporation's larger competitors.

Regulation

United States and foreign governmental laws, regulations and policies directly
affect the agricultural industry and food processing industry. The Corporation
is subject to regulation by the FDA, the USDA, the Federal Trade Commission, the
Environmental Protection Agency and various state agencies with respect to
production, packaging, labeling and distribution of its food products. The
application or modification of existing, or the adoption of new laws,
regulations or policies could have an adverse effect on the Corporation's
business and results of operations.

General Risks of the Food Industry

Food processors are subject to the risks of adverse changes in general economic
conditions; evolving consumer preferences and nutritional and health-related
concerns; changes in food distribution channels and increasing buying power of
large supermarket chains and other retail outlets that tend to resist price
increases; federal, state and local food processing controls; consumer product
liability claims; and risks of product tampering.

Environmental Risks

The disposal of solid and liquid waste material resulting from the preparation
and processing of foods are subject to various federal, state and local laws and
regulations relating to the protection of the environment. Such laws and
regulations have had an important effect on the food processing industry as a
whole, requiring substantially all firms in the industry to incur material
expenditures for modification of existing processing facilities and for
construction of upgraded or new waste treatment facilities.

The Corporation cannot predict what environmental legislation or regulations
will be enacted in the future, how existing or future laws or regulations will
be administered or interpreted or what environmental conditions may be found to
exist. Enactment of more stringent laws or regulations or more strict
interpretation of existing laws and regulations may require additional
expenditures by the Corporation, some of which could be material.

Risks Associated with Foreign Operations

Foreign operations generally involve greater risks than doing business in the
United States. Foreign economies differ favorably or unfavorably from the United
States' economy in such respects as the level of inflation and debt, which may
result in fluctuations in the value of the country's currency and real property.
Further, there may be less government regulation in various countries, and
difficulty in enforcing legal rights outside the United States. Additionally, in
some foreign countries, there is the possibility of expropriation or
confiscatory taxation, limitations on the removal of property or other assets,
political or social instability or diplomatic developments which could affect
the operations and assets of U.S. companies doing business in that country. Some
of these are more pronounced in third world countries such as Guatemala. At June
3, 2001, the total assets of the Corporation's foreign operations were
approximately $7.9 million.

Litigation Risks

The Corporation is involved in litigation with the Warehime family (see Item III
Legal Proceedings). As a result of the pending litigation there may be a change
of control of the Corporation. A change in control could have an adverse effect
on the Corporation's business and results of operations.
<PAGE>   7
ITEM 2. PROPERTIES

The following is a list of the Corporation's manufacturing, processing and
warehousing properties. The Corporation owns each of the properties.

UNITED STATES

Hanover, PA              -    Canned and jarred products processing,
                              repackaging of frozen vegetables, frozen soft
                              pretzels manufacture, and dry and frozen
                              storage. Corporate research, new product
                              development and quality assurance laboratory
                              (corporate headquarters).

Centre Hall, PA          -    Frozen vegetable processing, frozen food entree
                              and meat pie manufacturing.  Dry and frozen
                              storage.

Lancaster, PA            -    Frozen & blanched mushrooms, freeze-dried
                              food and ice manufacturing. Dry and frozen
                              storage.

Nottingham, PA           -    Canned mushrooms, dry storage.

Ephrata, PA              -    Refrigerated, fresh foods and soups
                              manufacturing.  Dry, refrigerated and frozen
                              storage.

Manheim, PA              -    Dry storage.

Ridgely, MD              -    Frozen peas, onions, peppers, zucchini and
                              celery.  Dry and frozen storage.


Clayton, DE              -    Frozen vegetables, breaded and panfried
                              mushrooms, frozen food entrees, meat pies and
                              soup manufacture.  Dry and frozen storage.

York, PA (3 locations)   -    Dry storage & distribution.
                              Corn product manufacturer. Dry storage.
                              Extruded corn product manufacturer. Dry storage.

GUATEMALA

San Jose Pinula          -    Frozen vegetable processing, dry and frozen
                              storage, research and quality assurance
                              laboratory.

Teculutan                -    Frozen vegetable processing, dry and frozen
                              storage.

ITEM 3. LEGAL PROCEEDINGS

Derivative Action

On September 13, 1996, certain Class A common stockholders filed a complaint in
equity against six of the Corporation's directors and the estate of a former
director in the Court of Common Pleas of York County, Pennsylvania (the
complaint). The suit also names the Corporation as a nominal defendant. The suit
sought various forms of relief including, but not limited to, rescission of the
board's April 28, 1995 approval of John A. Warehime's 1995 Employment Agreement
and the board's February 10, 1995 adjustment of director's fees. (Since the
filing of this lawsuit, John A. Warehime's 1995 Employment Agreement was
amended.) In addition, the plaintiffs sought costs and fees incident to bringing
suit. On November 4, 1996, the complaint was amended to add additional
plaintiffs. On June 24, 1997, the Court dismissed the amended complaint for
failure to make a prior
<PAGE>   8
demand. An appeal was filed from the court's June 24, 1997 Order. On December 2,
1998, the Superior Court of Pennsylvania held that the derivative plaintiffs had
made adequate demand.

On May 12, 1997, a written demand was received by the Corporation from the
attorney for those Class A common stockholders containing similar allegations
and the allegations raised by the Class A common stockholders were investigated
by a special independent committee of the Board of Directors and found to be
without merit.

The director defendants filed an Answer and New Matter to the Amended Complaint
on March 17, 1999.

Warehime Family Litigation

On February 21, 1997, Michael A. Warehime, a Class B shareholder, and certain
Class A shareholders filed motions for a preliminary injunction against the
Corporation, John A. Warehime, in his capacity as voting trustee, and all
certain directors of the Corporation in the Court of Common Pleas of York
County, Pennsylvania against a Proposal of the Board of Directors to amend and
restate the Corporation's Articles of Incorporation in the manner hereafter
described.

On February 13, 1997, the Board of Directors proposed an amendment and
restatement of the Corporation's Articles of Incorporation (the "Amended and
Restated Articles") which provides that if all of the following Class B
Shareholders (or their estates upon the death of such stockholders), Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth
W. Stick (all members of the Warehime family), do not agree in writing to the
composition of the Board of Directors or other important matters specified below
on or after the 1998 annual shareholders meeting, the trustees of the
Corporation's 401(k) Savings Plan (or a similar employee benefit plan), acting
as fiduciaries for the employees who participate in the Plan, and the Class A
shareholders may become entitled to vote in the manner described in the
document. Pursuant to the Company's Bylaws, nominations for director must be
submitted to the Company in the manner prescribed by the Bylaws no later than
June 1 of the year in which the meeting is to occur.

The Amended and Restated Articles create a Series C Convertible Preferred Stock
and also classified the terms of the Board of Directors commencing with the
election at the 1997 annual shareholders' meeting and permit directors to be
elected for four-year terms as permitted by Pennsylvania law.

The motions for a preliminary injunction were dismissed by the Court on June 24,
1997. The Class B shareholders on June 25, 1997 approved the Amended and
Restated Articles (John A. Warehime, being the sole Class B shareholder voting
affirmatively in his capacity as voting trustee) and the Amended and Restated
Articles became effective June 25, 1997.

In August 1997, the Board of Directors proposed a further amendment (the
"Amendment") Amended and Restated Articles to expand the definition of
"disinterested directors" in the manner described below, and to approve certain
performance based compensation for John A. Warehime solely for the purpose of
making the Corporation eligible for a federal income tax deduction pursuant to
Section 162(m) of the Internal Revenue Code of 1986, as amended. A special
meeting was scheduled for August 14, 1997 (the "Special Meeting") to vote on
these proposals. On August 8, 1997, Michael A. Warehime filed a motion in the
Court of Common Pleas of York County, Pennsylvania to prevent John A. Warehime,
in his capacity as voting trustee from voting on these proposals and to enjoin
the Amendment. This Motion was denied by the court on August 11, 1997. The
Amendment and the proposal under Section 162(m) were approved by Class B
Shareholders (John A. Warehime was the sole Class B shareholder to vote
affirmatively, in his capacity as voting trustee) on August 14, 1997 and the
Amendment became effective on August 14, 1997.

Under the Amendment, the definition of "disinterested directors" means the
person who, in the opinion of counsel for the Corporation, meet any of the
following criteria: (i) disinterested directors as defined in Section 1715(e) of
the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons who
are not "interested" directors as defined in Section 1.23 of The American Law
Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.
<PAGE>   9
Michael Warehime filed an appeal from the denial of his motion to enjoin the
previously described Amendment to the Company's Amended and Restated Articles.
On December 2, 1998, a majority panel of the Superior Court of Pennsylvania
issued a decision holding that although John Warehime had acted in good faith in
voting for the Amendment to the Amended and Restated Articles as trustee of the
Warehime voting trust, Mr. Warehime breached his fiduciary duty to the
beneficiaries of the Warehime voting trust in voting for the Amendment. On
November 29, 1999, the Supreme Court of Pennsylvania granted a petition for
allowance of appeal, filed by John Warehime, and granted a cross-petition for
appeal filed by Michael Warehime.

On August 13, 1999, Michael Warehime filed a complaint in equity in the Court of
Common Pleas of York County, Pennsylvania, naming as defendants Arthur S.
Schaier, Cyril T. Noel, Clayton J. Rohrbach, Jr., John A. Warehime, and the
Company. The complaint sought a court order declaring that the September 1999
election for the board of directors of the Company be conducted in accordance
with the Articles of Incorporation of the Company as they existed prior to June
25, 1997, an order declaring that the Series C Convertible Preferred Stock
cannot be voted, and an order that the following candidates for the board of
directors of the Company proposed by Michael Warehime, Sally Yelland, Elizabeth
Stick and J. William Warehime be accepted by the Company and listed on the
ballot to be distributed at the annual meeting of shareholders of the Company to
be held on September 16, 1999: Michael Warehime, Daniel Meckley, Elizabeth
Stick, Sonny Bowman, and John Denton. The basis for the complaint was the
December 2, 1998 decision of the Pennsylvania Superior Court which held that
John A. Warehime breached his fiduciary duties in voting for the Amended and
Restated Articles as trustee of the Warehime voting trust. The requested relief
was denied by the Court of Common Pleas of York County and Michael Warehime
appealed to the Superior Court of Pennsylvania.

On September 12, 2000, the Superior Court of Pennsylvania stated, in a
Memorandum decision, that the June 25, 1997 shareholder vote, which adopted the
Amended and Restated Articles of Incorporation of the Corporation should be set
aside, and remanded the case to the Court of Common Pleas of York County to
determine what further relief would be appropriate. On remand, the Court of
Common Pleas of York County entered an Order on October 10, 2000 declaring that
the Amended and Restated Articles of Incorporation were set aside and that an
election should be held without the Amended or Restated Articles of
Incorporation. On October 11, 2000, the Supreme Court of Pennsylvania entered an
Order staying the Order of the Court of Common Pleas of York County.

On November 27, 2000, the Supreme Court of Pennsylvania reversed and remanded
the Order of the Superior Court issued on December 2, 1998 and, in effect, the
Order of the Superior Court issued September 12, 2000. In reversing the Superior
Court's Order, the Supreme Court of Pennsylvania held that John A. Warehime, the
trustee of the voting trust, did not breach his fiduciary duties in voting the
trust shares in favor of the Amended and Restated Articles of Incorporation. The
Supreme Court remanded the case to the Pennsylvania Superior Court to consider
other issues raised by Michael A. Warehime.

On May 4, 2001, the Superior Court of Pennsylvania, on remand from the
Pennsylvania Supreme Court to decide several remaining issues, held that the
1997 amendments to the Corporation's Amended and Restated Articles of
Incorporation "violated principles of corporate democracy" and should be
invalidated even though the Superior Court found the directors acted in good
faith and their actions in approving the amendments did not result in a breach
of their fiduciary duties. A petition for allocatur was filed with the
Pennsylvania Supreme Court requesting that the Pennsylvania Supreme Court review
the Superior Court's May 4, 2001 ruling.

On July 24, 2001, Michael Warehime filed a motion for relief with the Court of
Common Pleas of York County, Pennsylvania. Michael Warehime's motion for relief
requests that the court prevent certain Corporation employees/shareholders from
voting "shares issued to the Employee Trust created in March 2001 and effective
January 1, 2001 in elections for Corporation's Board of Directors". Michael
Warehime's motion for relief also seeks to "set aside the prior votes of the
Class C stock." On August 8, 2001 the directors and the Corporation filed a
response opposing Michael Warehime's request for relief.

The Corporation is involved in various other claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Corporation's consolidated financial position, results of operations or
liquidity.
<PAGE>   10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Information contained under the caption "Market for the Registrant's Common
Stock and Related Stockholder Matters" of the Corporation's Annual Report to
Shareholders as of and for the year ended June 3, 2001, which is attached as
Exhibit 13 and is incorporated herein by reference in response to this item.

ITEM 6. SELECTED FINANCIAL DATA

Information contained under the caption "Financial Highlights Five Year" of the
Corporation's Annual Report to Shareholders for the year ended June 3, 2001,
which is attached as Exhibit 13 and is incorporated herein by reference in
response to this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Incorporated by reference from the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
Annual Report to Shareholders as of and for the year ended June 3, 2001, which
is attached as Exhibit 13 and is incorporated herein by reference in response to
this item.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
Annual Report to Shareholders as of and for the year ended June 3, 2001, which
is attached as Exhibit 13 and is incorporated herein by reference in response to
this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements for Hanover Foods Corporation and Subsidiaries are
contained in the Corporation's Annual Report to Shareholders as of and for the
year ended June 3, 2001, and quarterly financial data is contained in the
Corporation's annual report to shareholders as of and for the year ended June 3,
2001, which is attached as Exhibit 13 and are incorporated herein by reference
in response to this item.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Incorporated by reference from the Corporation's Proxy Statement relating to the
2001 Annual Meeting of Shareholders to be filed in accordance with General
Instruction G(3) to Form 10-K, except information concerning certain executive
officers of the Corporation which is set forth in Section 4.1 of this Annual
Report on Form 10-K.
<PAGE>   11
ITEM 11. EXECUTIVE COMPENSATION.

Incorporated by reference from the Corporation's Proxy Statement relating to the
2001 Annual Meeting of Shareholders to be filed in accordance with General
Instruction G(3) to Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Incorporated by reference from the Corporation's Proxy Statement relating to the
2001 Annual Meeting of Shareholders to be filed in accordance with General
Instruction G(3) to Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Incorporated by reference from the Corporation's Proxy Statement relating to the
2001 Annual Meeting of Shareholders to be filed in accordance with General
Instruction G(3) to Form 10-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   1.    Financial Statements:

            Hanover Foods Corporation and Subsidiaries

               The following financial statements of Hanover Foods Corporation
               and Subsidiaries are incorporated herein by reference to the
               Corporation's Annual Report to Shareholders for the year ended
               June 3, 2001.

               Independent Auditors' Report

               Consolidated Statements of Earnings for the Years Ended June 3,
               2001, May 28, 2000, and May 30, 1999.

               Consolidated Balance Sheets as of June 3, 2001 and May 28, 2000.

               Consolidated Statements of Comprehensive Income for the Years
               Ended June 3, 2001, May 28, 2000, and May 30, 1999.

               Consolidated Statements of Cash Flows for the Years Ended June 3,
               2001, May 28, 2000, and May 30, 1999.

               Consolidated Statements of Stockholders' Equity for the Years
               Ended June 3, 2001, May 28, 2000, and May 30, 1999.

               Notes to Consolidated Financial Statements for the Years Ended
               June 3, 2001, May 28, 2000 and May 30, 1999.

      2.    Financial Statement Schedules

               None
<PAGE>   12
All schedules are omitted because they are not applicable or not required, or
because the required information is included in the financial statements or
notes thereto.



      3.    Exhibits

            The following exhibits are filed herein or have been previously
            filed with the Securities and Exchange Commission and are
            incorporated by reference herein.

            Number      Description
            ------      -----------

            3(a)        Registrant's Amended and Restated Articles of
                        Incorporation is incorporated by reference to the Form
                        10-K filed on September 1, 1998, wherein such Exhibit is
                        designated as 3(a).

            3(b)        Amendment No. 1 to Registrant's Amended and Restated
                        Articles of Incorporation is incorporated by reference
                        to the Form 10-K filed on September 1, 1998, wherein
                        such Exhibit is designated as 3(b).

            3(c)        Registrant's Amended and Restated By-laws enacted
                        January 15, 1999 are incorporated by reference to the
                        Form 10-K filed on August 30, 1999, wherein such Exhibit
                        is designated as 3(c).

            4(a)        Note Agreement dated as of December 1, 1991, between the
                        Corporation and Allstate Life Insurance Corporation,
                        with regard to the Corporation's $25,000,000, 8.74%
                        Senior Notes Due March 15, 2007, is incorporated herein
                        by reference to the Form 10-K filed June, 1992 wherein
                        such Exhibit is designated as 4(a).

            4(b)        June 20, 1995 First Amendment to December 1, 1991 Note
                        Agreement between the Corporation and Allstate Life
                        Insurance Corporation (the "Note Agreement") and Waiver
                        of Compliance with Section 5.9 of the Note Agreement is
                        incorporated herein by reference to the Form 10-K filed
                        on July 3, 1995, wherein such Exhibit is designated as
                        4(b).

            4(c)        June 24, 1996 waiver to covenants in the December 1,
                        1991 Note Agreement between the Corporation and Allstate
                        Life Insurance Corporation (the "Note Agreement") is
                        incorporated herein by reference to the Form 10-K filed
                        on July 2, 1996, wherein such Exhibit is designated as
                        4(c).

            4(d)        July 1, 1996 Second Amendment to December 1, 1991 Note
                        Agreement between the Corporation and Allstate Life
                        Insurance Corporation (the "Note Agreement") is
                        incorporated by reference to the Form 10-K filed on
                        August 27, 1997, wherein such Exhibit is designated as
                        4(d).

            4(e)        August 1, 1997 Third Amendment to December 1, 1991 Note
                        Agreement between the Corporation and Allstate Life
                        Insurance Corporation (the "Note Agreement") is
                        incorporated by reference to the Form 10-K filed on
                        August 30, 1999, wherein such Exhibit is designated as
                        4(e).
<PAGE>   13
            Number      Description
            ------      -----------

            4(f)        March 15, 1999 Fourth Amendment to December 1, 1991
                        Note Agreement between the Corporation and Allstate Life
                        Insurance Corporation (the "Note Agreement") is
                        incorporated by reference to the Form 10-K filed on
                        August 30, 1999, wherein such Exhibit is designated as
                        4(f).

            4(g)        July 26, 1999 waiver to covenants in the December 1,
                        1991 Note Agreement between the Corporation and Allstate
                        Life Insurance Corporation (the "Note Agreement") is
                        incorporated by reference to the Form 10-K filed on
                        August 30, 1999, wherein such Exhibit is designated as
                        4(g).

            4(h)        July 28, 2000 waiver to covenants in the December 1991
                        Note Agreement between the Corporation and Allstate Life
                        Insurance Corporation (the "Note Agreement") is
                        incorporated by reference to the Form 10-k filed on
                        August 23, 2000, wherein such Exhibit is designated as
                        4(h).

            4(i)        August 3, 2001 waiver to covenants in the December 1991
                        Note Agreement between the Corporation and Allstate Life
                        Insurance Compensation (the "Note Agreement") is
                        attached at Exhibit 4(i).

            9(a)        April 5, 1988 Voting Trust Agreement is incorporated
                        herein by reference to the Form 10 filed July 28, 1989,
                        wherein such Exhibit is designated as 9(a).

            9(b)        December 1, 1988 Voting Trust Agreement is incorporated
                        herein by reference to the Form 10 filed July 28, 1989,
                        wherein such Exhibit is designated as 9(b).

            9(c)        Writing dated April 5, 1988 appointing John A. Warehime
                        as Successor Voting Trustee under Voting Trust Agreement
                        dated December 1, 1988, is incorporated herein by
                        reference to the Form 8-K filed June 1, 1990, wherein
                        such Exhibit is designated as 9(c).

            9(d)        Writing dated December 1, 1988 appointing John A.
                        Warehime as Successor Voting Trustee under Voting Trust
                        Agreement dated December 1, 1988, is incorporated herein
                        by reference to the Form 8-K filed June 1, 1990, wherein
                        such Exhibit is designated as 9(d).

            10(a)       April 28, 1988 Sublease Agreement between Warehime
                        Enterprises, Inc. and Hanover Brands, Inc., is
                        incorporated herein by reference to the Form 10 filed
                        July 28, 1989, wherein such Exhibit is designated as
                        10(a).

            10(b)       April 28, 1988 Agreement of Sale between Warehime
                        Enterprises, Inc. and Hanover Brands, Inc., is
                        incorporated herein by reference to the Form 10 filed
                        July 28, 1989, wherein such Exhibit is designated as
                        10(b).
<PAGE>   14
            Number      Description
            ------      -----------

            10(c)       March 3, 1989 Agreement of Sale between Warehime
                        Enterprises, Inc. and Hanover Brands, Inc., is
                        incorporated herein by reference to the Form 10 filed
                        July 28, 1989, wherein such Exhibit is designated as
                        10(c).

            10(e)       May 10, 1991 Amendment to April 28, 1988 Agreement of
                        Sale between Warehime Enterprises, Inc. and Hanover
                        Brands, Inc., is incorporated herein by reference to the
                        Form 10-K filed June 29, 1991, wherein such Exhibit is
                        designated as 10(k).

            10(f)       October 1, 1994 Amendment to the June 1, 1994 Lease
                        Agreement between Hanover Foods Corporation and Food
                        Service East, Inc. is incorporated herein by reference
                        to the Form 10-K filed July 3, 1995, wherein such
                        Exhibit is designated as 10(f).

            10(g)       June 12, 1995 Employment Agreement between Hanover Foods
                        Corporation and John A. Warehime is incorporated herein
                        by reference to the Form 10-K filed July 3, 1995,
                        wherein such Exhibit is designated as 10(g). *

            10(h)       April 4, 1994 Lease Agreement between John A. and
                        Patricia M. Warehime and Hanover Foods Corporation is
                        incorporated herein by reference to the Form 10-K filed
                        July 2, 1996, wherein such Exhibit is designated as
                        10(h).

            10(i)       July 27, 1995 Installment Sales Agreement for the
                        purchase of 5,148 shares of Hanover Foods Class B Voting
                        Common Stock from Cyril T. Noel, individually, and Cyril
                        T. Noel and Frances L. Noel, jointly, is incorporated
                        herein by reference to the Form 10-K filed July 2, 1996,
                        wherein such Exhibit is designated as 10(i).

            10(j)       April 1, 1996 Installment Sales Agreement for the
                        purchase of 1,210 shares of Hanover Foods Class B Voting
                        Common Stock and 5,990 shares of Hanover Foods Class A
                        Nonvoting Common Stock from John R. Miller, Jr. is
                        incorporated herein by reference to the Form 10-K filed
                        July 2, 1996, wherein such Exhibit is designated as
                        10(j).

            10(k)       January 23, 1997 Employment Agreement between Hanover
                        Foods Corporation and Gary T. Knisely is incorporated
                        herein by reference to the Form 10-K filed August 27,
                        1997, wherein such Exhibit is designated 10(k). *

            10(l)       February 13, 1997 Amendment No. 1 to June 12, 1995
                        Employment Agreement between Hanover Foods Corporation
                        and John A. Warehime is incorporated herein by reference
                        to the Form 10-K filed August 27, 1997, wherein such
                        Exhibit is designated 10(l). *
<PAGE>   15
            Number      Description
            ------      -----------

            10(m)       August 1, 1997 Amendment No. 2 to June 12, 1995
                        Employment Agreement between Hanover Foods Corporation
                        and John A. Warehime is incorporated herein by reference
                        to the Form 10-K filed August 27, 1997, wherein such
                        Exhibit is designated 10(m).*

            10(n)       May 21, 1997 Senior Executive Agreement between Hanover
                        Foods Corporation and Clement A. Calabrese is
                        incorporated herein by reference to the Form 10-K filed
                        August 27, 1997, wherein such Exhibit is designated
                        10(n). *

            10(o)       May 21, 1997 Senior Executive Agreement between Hanover
                        Foods Corporation and Alan T. Young is incorporated
                        herein by reference to the Form 10-K filed on August 27,
                        1997, wherein such Exhibit is designated 10(o). *

            10(p)       April 22, 1997 John R. Miller, Jr. Voting Agreement is
                        incorporated herein by reference to the Form 10-K filed
                        on August 27, 1997, wherein such Exhibit is designated
                        as 10(p). *

            10(q)       April 1, 2000 Amendment No. 3 to June 12, 1995
                        Employment Agreement between Hanover Foods Corporation
                        and John A. Warehime is incorporated by reference to the
                        Form 10-K filed on August 23, 2000, wherein such
                        Exhibits designated as 10(q).

            10(r)       April 1, 2000 Amendment No. 1 to January 23, 1997
                        Employment Agreement between Hanover Foods Corporation
                        and Gary T. Knisely is incorporated by reference to the
                        Form 10-K filed on August 23, 2000, wherein such Exhibit
                        designated as 10(r).

            10(s)       Annual Top Management Cash Bonus Program is attached as
                        Exhibit 10(s). *

            10(t)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Pietro D. Giraffa, Jr. is
                        attached as Exhibit 10(t).

            10(u)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Edward L. Boeckel, Jr. is
                        attached as Exhibit 10(v).

            10(v)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Daniel E. Schuchart is
                        attached as Exhibit 10(u).

            10(w)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and William S. Gaugler, Jr. is
                        attached as Exhibit 10(w).

            10(x)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Timothy D. Mechler is
                        attached as Exhibit 10(x).
<PAGE>   16
            Number      Description
            ------      -----------

            10(y)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Jennifer L. Warehime is
                        attached as Exhibit 10(y).

            10(z)       October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and Jeffrey A. Warehime is
                        attached as Exhibit 10(z).

            10(aa)      October 27, 2000 Senior Executive Agreement between
                        Hanover Foods Corporation and J. Andrew Warehime is
                        attached as Exhibit 10(aa).

            13          2001 Annual Report to Shareholders.

            20          Audit Committee Charter

            21          Subsidiaries of the Registrant.


      * Management contract or compensatory plan or arrangement.

(b)   Reports on Form 8-K

      During the fourth quarter of the Fiscal Year ended June 3, 2001, the
      Company filed a Form 8-K on May 24, 2001.
<PAGE>   17
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of Hanover Foods
Corporation and in the capacity and on the date indicated.


DATE:   AUGUST 31, 2001.

                                          HANOVER FOODS CORPORATION


                                          By: /s/ John A. Warehime
                                              ---------------------------
                                                JOHN A. WAREHIME
                                                Chairman, President and
                                                Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of Hanover Foods
Corporation and in the capacity and on the date indicated.


DATE:   AUGUST 31, 2001

By: /s/ John A. Warehime                      By: /s/ Clayton J. Rohrbach, Jr.
    --------------------------------------        -----------------------------
      John A. Warehime                            Clayton J. Rohrbach, Jr.
      Chairman,  President,                        Director
      Chief Executive Officer and Director

By: /s/ Gary T. Knisely                       By: /s/ James G. Sturgill
    --------------------------------------        -----------------------------
      Gary T. Knisely                              James G. Sturgill
      Executive Vice President                     Director
      (Chief Financial Officer)

By: /s/ Pietro D. Giraffa, Jr.                By: /s/ James A. Washburn
    --------------------------------------        -----------------------------
      Pietro D. Giraffa, Jr.                       James A. Washburn
      Vice President - Controller                  Director
      (Chief Accounting Officer)

By: /s/ Arthur S. Schaier                     By: /s/ Cyril T. Noel
    --------------------------------------        -----------------------------
      Arthur S. Schaier                            Cyril T. Noel
      Director                                     Director

By: /s/ T. Edward Lippy
   ---------------------------------------
      T. Edward Lippy
      Director
<PAGE>   18
                            HANOVER FOODS CORPORATION
                                  EXHIBIT INDEX


Number         Description
------         -----------

3(a)           Registrant's Amended and Restated Articles of Incorporation is
               incorporated by reference to the Form 10-K filed on September 1,
               1998, wherein such Exhibit is designated as 3(a).

3(b)           Amendment No. 1 to Registrant's Amended and Restated Articles of
               Incorporation is incorporated by reference to the Form 10-K filed
               on September 1, 1998, wherein such Exhibit is designated as 3(b).

3(c)           Registrant's Amended and Restated By-laws enacted January 15,
               1999 are incorporated by reference to the Form 10-K filed on
               August 30, 1999, wherein such Exhibit is designated as 3(c).

4(a)           Note Agreement dated as of December 1, 1991, between the
               Corporation and Allstate Life Insurance Corporation, with regard
               to the Corporation's $25,000,000, 8.74% Senior Notes Due March
               15, 2007, is incorporated herein by reference to the Form 10-K
               filed June, 1992 wherein such Exhibit is designated as 4(a).

4(b)           June 20, 1995 First Amendment to December 1, 1991 Note Agreement
               between the Corporation and Allstate Life Insurance Corporation
               (the "Note Agreement") and Waiver of Compliance with Section 5.9
               of the Note Agreement is incorporated herein by reference to the
               Form 10-K filed on July 3, 1995, wherein such Exhibit is
               designated as 4(b).

4(c)           June 24, 1996 waiver to covenants in the December 1, 1991 Note
               Agreement between the Corporation and Allstate Life Insurance
               Corporation (the "Note Agreement") is incorporated herein by
               reference to the Form 10-K filed on July 2, 1996, wherein such
               Exhibit is designated as 4(c).

4(d)           July 1, 1996 Second Amendment to December 1, 1991 Note Agreement
               between the Corporation and Allstate Life Insurance Corporation
               (the "Note Agreement") is incorporated by reference to the Form
               10-K filed on August 27, 1997, wherein such Exhibit is designated
               as 4(d).

4(e)           August 1, 1997 Third Amendment to December 1, 1991 Note Agreement
               between the Corporation and Allstate Life Insurance Corporation
               (the "Note Agreement") is incorporated by reference to the Form
               10-K filed on August 30, 1999, wherein such Exhibit is designated
               as 4(e).

4(f)           March 15, 1999 Fourth Amendment to December 1, 1991 Note
               Agreement between the Corporation and Allstate Life Insurance
               Corporation (the "Note Agreement") is incorporated by reference
               to the Form 10-K filed on August 30, 1999, wherein such Exhibit
               is designated as 4(f).
<PAGE>   19
Number         Description
------         -----------

4(g)           July 26, 1999 waiver to covenants in the December 1, 1991 Note
               Agreement between the Corporation and Allstate Life Insurance
               Corporation (the "Note Agreement") is incorporated by reference
               to the Form 10-K filed on August 30, 1999, wherein such Exhibit
               is designated as 4(g).

4(h)           July 28, 2000 waiver to covenants in the December 1991 Note
               Agreement between the Corporation and Allstate Life Insurance
               Corporation (the "Note Agreement") is incorporated by reference
               to the Form 10-k filed on August 23, 2000, wherein such Exhibit
               is designated as 4(h).

4(i)           August 3, 2001 waiver to covenants in the December 1991 Note
               Agreement between the Corporation and Allstate Life Insurance
               Compensation (the "Note Agreement") is attached at Exhibit 4(i).

9(a)           April 5, 1988 Voting Trust Agreement is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 9(a).

9(b)           December 1, 1988 Voting Trust Agreement is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 9(b).

9(c)           Writing dated April 5, 1988 appointing John A. Warehime as
               Successor Voting Trustee under Voting Trust Agreement dated
               December 1, 1988, is incorporated herein by reference to the Form
               8-K filed June 1, 1990, wherein such Exhibit is designated as
               9(c).

9(d)           Writing dated December 1, 1988 appointing John A. Warehime as
               Successor Voting Trustee under Voting Trust Agreement dated
               December 1, 1988, is incorporated herein by reference to the Form
               8-K filed June 1, 1990, wherein such Exhibit is designated as
               9(d).

10(a)          April 28, 1988 Sublease Agreement between Warehime Enterprises,
               Inc. and Hanover Brands, Inc., is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 10(a).

10(b)          April 28, 1988 Agreement of Sale between Warehime Enterprises,
               Inc. and Hanover Brands, Inc., is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 10(b).

10(c)          March 3, 1989 Agreement of Sale between Warehime Enterprises,
               Inc. and Hanover Brands, Inc., is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 10(c).

10(d)          November 14, 1986 Employment Agreement between Hanover Brands,
               Inc., and Patricia H. Townsend is incorporated herein by
               reference to the Form 10 filed July 28, 1989, wherein such
               Exhibit is designated as 10(i).

10(e)          May 10, 1991 Amendment to April 28, 1988 Agreement of Sale
               between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
               incorporated herein by reference to the Form 10-K filed June 29,
               1991, wherein such Exhibit is designated as 10(k).
<PAGE>   20
Number         Description
------         -----------

10(f)          October 1, 1994 Amendment to the June 1, 1994 Lease Agreement
               between Hanover Foods Corporation and Food Service East, Inc. is
               incorporated herein by reference to the Form 10-K filed July 3,
               1995, wherein such Exhibit is designated as 10(f).

10(g)          June 12, 1995 Employment Agreement between Hanover Foods
               Corporation and John A. Warehime is incorporated herein by
               reference to the Form 10-K filed July 3, 1995, wherein such
               Exhibit is designated as 10(g). *

10(h)          April 4, 1994 Lease Agreement between John A. and Patricia M.
               Warehime and Hanover Foods Corporation is incorporated herein by
               reference to the Form 10-K filed July 2, 1996, wherein such
               Exhibit is designated as 10(t).

10(i)          July 27, 1995 Installment Sales Agreement for the purchase of
               5,148 shares of Hanover Foods Class B Voting Common Stock from
               Cyril T. Noel, individually, and Cyril T. Noel and Frances L.
               Noel, jointly, is incorporated herein by reference to the Form
               10-K filed July 2, 1996, wherein such Exhibit is designated as
               10(u).

10(j)          April 1, 1996 Installment Sales Agreement for the purchase of
               1,210 shares of Hanover Foods Class B Voting Common Stock and
               5,990 shares of Hanover Foods Class A Nonvoting Common Stock from
               John R. Miller, Jr. is incorporated herein by reference to the
               Form 10-K filed July 2, 1996, wherein such Exhibit is designated
               as 10(v).

10(k)          January 23, 1997 Employment Agreement between Hanover Foods
               Corporation and Gary T. Knisely is incorporated herein by
               reference to the Form 10-K filed August 27, 1997, wherein such
               Exhibit is designated 10(k). *

10(l)          February 13, 1997 Amendment No. 1 to June 12, 1995 Employment
               Agreement between Hanover Foods Corporation and John A. Warehime
               is incorporated herein by reference to the Form 10-K filed August
               27, 1997, wherein such Exhibit is designated 10(l). *

10(m)          August 1, 1997 Amendment No. 2 to June 12, 1995 Employment
               Agreement between Hanover Foods Corporation and John A. Warehime
               is incorporated herein by reference to the Form 10-K filed August
               27, 1997, wherein such Exhibit is designated 10(m).*

10(n)          May 21, 1997 Senior Executive Agreement between Hanover Foods
               Corporation and Clement A. Calabrese is incorporated herein by
               reference to the Form 10-K filed August 27, 1997, wherein such
               Exhibit is designated 10(n). *

10(o)          May 21, 1997 Senior Executive Agreement between Hanover Foods
               Corporation and Alan T. Young is incorporated herein by reference
               to the Form 10-K filed on August 27, 1997, wherein such Exhibit
               is designated 10(o). *

10(p)          April 22, 1997 John R. Miller, Jr. Voting Agreement is
               incorporated herein by reference to the Form 10-K filed on August
               27, 1997, wherein such Exhibit is designated as 10(p). *

10(q)          April 1, 2000 Amendment No. 3 to June 12, 1995 Employment
               Agreement between Hanover Foods Corporation and John A. Warehime
               is incorporated by reference to the Form 10-K filed on August 23,
               2000, wherein such Exhibits designated as 10(q).
<PAGE>   21
Number         Description
------         -----------

10(r)          April 1, 2000 Amendment No. 1 to January 23, 1997 Employment
               Agreement between Hanover Foods Corporation and Gary T. Knisely
               is incorporated by reference to the Form 10-K filed on August 23,
               2000, wherein such Exhibit designated as 10(r).

10(s)          Annual Top Management Cash Bonus Program is attached as
               Exhibit 10(s). *

10(t)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Pietro D. Giraffa, Jr. is attached as
               Exhibit 10(t).

10 (u)         October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Edward L. Boeckel, Jr. is attached as
               Exhibit 10(u).

10(v)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Daniel E. Schuchart is attached as Exhibit 10(v).

10(w)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and William S. Gaugler, Jr. is attached as
               Exhibit 10(w).

10(x)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Timothy D. Mechler is attached as Exhibit 10(x).

10(y)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Jennifer L. Warehime is attached as
               Exhibit 10(y).

10(z)          October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and Jeffrey A. Warehime is attached as Exhibit 10(z).

10(aa)         October 27, 2000 Senior Executive Agreement between Hanover Foods
               Corporation and J. Andrew Warehime is attached as Exhibit 10(aa).

13             2001 Annual Report to Shareholders.

20             Audit Committee Charter

21             Subsidiaries of the Registrant.

* Management contract or compensatory plan or arrangement.