<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(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          (IRS Employer I.D. No.)
                  or 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 Stock                     None
</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 III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

      The following table sets forth the name and the present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of the
directors and executive officers of the Corporation. Unless otherwise indicated
below, the principal business address of each such person is 1486 York Street,
PO Box 334, Hanover, PA 17331 and such person is an employee of the Corporation.
Directors are indicated with an asterisk.

<TABLE>
<CAPTION>
        NAME AND PRINCIPAL                                   PRESENT OFFICE OR OTHER
         BUSINESS ADDRESS                              PRINCIPAL OCCUPATION OR EMPLOYMENT
         ----------------                              ----------------------------------
<S>                                         <C>
John A. Warehime *......................    Chairman of the Board of the Corporation

Clayton J. Rohrbach, Jr. *..............    Retired: Formerly Vice President of Marketing at CPC International
1304 Devonshire Way
Palm Beach, FL  33418

Cyril T. Noel *.........................    Retired; Formerly Vice President of Finance of the Corporation
344 -1/2 North Street
McSherrystown, PA  17344

T. Edward Lippy *.......................    Vice President - Lippy Brothers, Inc.
209 Lees Mill Road
Hampstead, MD  21074

Arthur S. Schaier *.....................    Corporate General Manager - Earnhardt Motor Companies
890 West San Marcos Drive
Chandler, AZ  85224

James G. Sturgill, CPA, CVA *..........     Managing Partner at Sturgill & Associates, LLP
4833 Wentz Road
Manchester, MD  21102-1243

James A. Washburn *.....................    Chairman and CEO at Park 100 Foods
12643 Royce Court
Carmel, IN  46033

Gary T. Knisely, Esq....................    Executive Vice President, Secretary and Counsel of the Corporation
Alan T. Young...........................    Senior Vice President of Purchasing & Transportation of the Corporation
Daniel E. Schuchart.....................    Vice President of Sales of the Corporation
Pietro D. Giraffa, Jr...................    Vice President and Controller of the Corporation
Edward L. Boeckel, Jr...................    Treasurer of the Corporation; General Manager - Bickel's Snack Foods,
                                            Inc.
</TABLE>


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<PAGE>   3
(b)   EXECUTIVE OFFICERS OF THE CORPORATION WHO ARE NOT ALSO DIRECTORS (AS OF
AUGUST 10, 2001)

<TABLE>
<CAPTION>
NAME, AGE, AND TERM                                          PRINCIPAL OCCUPATION DURING
  OF OFFICE                                                      PAST FIVE (5) YEARS
  ---------                                                      -------------------
<S>                                                    <C>
GARY T. KNISELY, ESQUIRE                               Executive Vice President-1995-Present;
Executive Vice President and Secretary                 Vice President-Administration-1989-1995;
1995-Present                                           Counsel-1987-Present; Secretary-1987-
Age: 52                                                Present.  Mr. Knisely also acts as Chief
                                                       Financial Officer of the Corporation
                                                       (January 1996-Present).

PIETRO D. GIRAFFA, JR.                                 Vice President-Controller-1996-Present;
Vice President-Controller                              Controller-1984-1996.  Mr. Giraffa also acts as
1984-Present                                           Chief Accounting Officer of the Corporation
Age: 55                                                (January 1996-Present).

ALAN T. YOUNG                                          Senior Vice President-Purchasing & Transportation
Senior Vice President-Purchasing and Transportation    July 28, 2000-Present
1996 - Present                                         Vice President-Transportation-1996-Present;
Age: 58                                                Vice President-Operations-1991-1996;
                                                       Director of Corporate Logistics-1990-1991;
                                                       Manager of Corporate Systems-1986-1990.

DANIEL E. SCHUCHART                                    Vice President of Sales-October 19, 2000-Present
Vice President of Sales                                Vice President of Industrial Sales-June 1, 1995-
2001 - Present                                         October 18, 2000
Age: 47

EDWARD L. BOECKEL, JR.                                 General Manager-Bickel's Snack Foods, Inc.-
Treasurer - 1997 Present                               January 2000-Present
General Manager - Bickel's                             Treasurer-July 1997-Present; Banking &
Snack Foods, Inc. - January 2000 - Present             Insurance Manager-1995-1997; Vice
Age - 50                                               President CoreStates Bank-1992-1995
</TABLE>


(d)   FAMILY RELATIONSHIPS OF DIRECTORS AND EXECUTIVE OFFICERS

      None.

(h)   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires that
      directors and certain officers of the Corporation file reports of
      ownership and changes in ownership with the Securities and Exchange
      Commission as to the shares of the Corporation Class A Common Stock
      beneficially owned by them.

      Based solely on its review of copies of such forms received by it, the
      Corporation believes that during the Corporation's fiscal year ended June
      3, 2001, all filing requirements applicable to its directors and officers
      were complied with in a timely fashion.

BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS

      The Board of Directors held six meetings during fiscal 2001. Each director
attended 75% or more of the meetings of the Board and committees of which they
were members during fiscal 2001.


                                      -3-
<PAGE>   4
      The Board of Directors has a Compensation Committee to make
recommendations to the Board of Directors concerning compensation for the
Corporation's executive officers' and take such other actions as may be required
in connection with the Corporation's compensation and incentive plans. During
fiscal 2001, the Compensation Committee held one meeting. Members of the
Compensation Committee include Directors Rohrbach and Schaier. The report of the
Compensation Committee is contained elsewhere herein.

      The Board of Directors also has an Audit Committee to review the
Corporation's audited financial statements and makes recommendations to the
Board concerning the Corporation's accounting practices and policies and the
selection of independent accountants. Members of the Audit Committee include
Directors Noel, Rohrbach and Schaier. The Board of Directors believes that the
Audit Committee members are independent as defined in NASDAQ Market Place Rule
4200(a)(15). The Audit Committee met twice during fiscal 2001. The Board of
Directors adopted an Audit Committee Charter on July 27, 2001, a copy of which
was attached as Exhibit 20 to the Form 10-K.

      The Board of Directors has not appointed a standing Nominating Committee.
The function of the Nominating directors is carried out by the entire Board of
Directors. Pursuant to the By-laws, a shareholder may nominate persons for
election as director, provided that the shareholder (i) is a shareholder of
record at the time of the nomination and is entitled to vote at the meeting of
shareholders for the Board seat to which the nomination relates, and (ii)
complies with the notice procedures of Article III, Section 3 of the By-laws.
That section as currently in effect provides that the nominating shareholder
must deliver notice of the nomination to the Corporation's Secretary not later
than June 1 of the calendar year in which the meeting to elect the director or
directors is to be held. The required notice must contain certain information
including information about the nominee, as prescribed in the By-laws. The
By-laws are subject to amendment from time to time.

AUDIT COMMITTEE REPORT

      On July 25, 2001, the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, KPMG LLP, regarding the matters
required by the Statement on Auditing Standards No. 61. As required by
Independence Standards Board Standard No. 1, "Independence Discussion with Audit
Committees," the Audit Committee has discussed with and received the required
written disclosures and a confirming letter from KPMG LLP regarding its
independence and has discussed with KPMG LLP its independence. Based upon the
review and discussions referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the year ended June 3, 2001.

      This Audit Committee Report shall not be deemed incorporated by reference
in any document previously or subsequently filed with the Securities and
Exchange Commission that incorporates by reference all or any portion of this
proxy statement, except to the extent that the Corporation specifically requests
that the Audit Committee Report be specifically incorporated by reference.

                         Members of the Audit Committee

         Cyril T. Noel       Clayton Rohrbach, Jr.       Arthur S. Schaier

ITEM 11. EXECUTIVE COMPENSATION

      The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Corporation who made in excess of
$100,000 ("Named Officers") for services rendered in all capacities during the
past three fiscal years.


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<PAGE>   5
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                               Annual Compensation

Name and Principal Position                  Fiscal Year    Salary         Bonus         Other Annual     All Other
                                                                                         Compensation    Compensation
------------------------------------------   -----------   --------      --------        ------------   --------------
<S>                                          <C>           <C>           <C>             <C>            <C>
John A. Warehime..........................       2001      $668,544      $475,472           $4,095(1)   $781,000(2)(4)
Chairman and Chief Executive Officer             2000       636,694       823,606           16,437       589,000(5)
                                                 1999       606,375       502,000            7,070       785,000

Gary T. Knisely...........................       2001      $220,500          $-0-             $-0-      $116,500(3)(4)
Executive Vice President, Secretary              2000       210,000       104,600              -0-        53,000(5)
and Counsel                                      1999       200,000        88,100              -0-        89,000

Alan T. Young.............................       2001      $142,161      $  8,116             $-0-      $  8,500(4)
Senior V.P. - Purchasing and                     2000       138,000        55,885              -0-         8,000(5)
Transportation                                   1999       134,000        59,429              -0-         8,000

Daniel E. Schuchart.......................       2001      $115,000      $ 27,880             $-0-      $  8,160(4)
Vice President - Sales                           2000        92,700        12,375              -0-         8,000(5)
                                                 1999        90,000        90,000              -0-         8,000

Edward L. Boeckel, Jr.....................       2001      $ 92,882      $ 47,700              -0-      $  5,592(4)
Treasurer and General Manager of                 2000        90,177        32,763              -0-         6,332(5)
Subsidiary                                       1999        87,550        30,158              -0-         9,059
</TABLE>

----------------------------
(1)   Includes perquisites paid pursuant to the June 12, 1995 Employment
      Agreement, as amended, including the value of a Corporation car and
      country club dues totaling $4,095.

(2)   Includes the Corporation's payment for premiums of $153,000 for two
      split-dollar life insurance policies on the life of Patricia M. Warehime,
      the wife of Mr. Warehime, and the accrual of $628,000 to reflect
      supplemental pension benefits to be paid pursuant to Mr. Warehime's
      Employment Agreement dated June 12, 1995, as amended.

(3)   Includes the Corporation's accrual of $108,000 to reflect supplemental
      pension benefits to be paid pursuant to Mr. Knisely's Employment
      Agreement, dated January 23, 1997.

(4)   Includes the Corporation's matching contributions pursuant to the 401(k)
      Plan made to the accounts of Messrs. Warehime, Knisely and Young in the
      amount of $8,500 each and to the account of Mr. Schuchart in the amount of
      $8,160 and the account of Mr. Boeckel in the amount of $7,895.

(5)   Excludes payments made to such individuals in connection with the
      termination of the Pension Plan. See "Pension Plan" herein.

The Corporation did not grant any options to the Named Officers during fiscal
2001.

401(K) PLAN

      On April 2, 1990, the Corporation adopted a defined contribution benefit
plan, known as the Corporation's 401(k) Savings Plan (the "401(k) Plan"). The
401(k) Plan was amended on June 5, 1992, April 4, 1994, April 28, 1995, July 25,
1997 and December 14, 1997 to read in its present form. Non-union, full-time
domestic employees and those employees who are members of Local 56 of the United
Food and Commercial Workers Union are eligible


                                      -5-
<PAGE>   6
to participate after completion of one year of service. Each eligible employee
has the option to defer up to 16% of his or her total annual cash compensation
per year. As of December 31st of each year, the Corporation, at its discretion,
may make matching contributions equal to one hundred percent of each
participating employee's account for the first five percent of compensation
deferred by each employee. These contributions may be made in cash, Corporation
Stock, or a combination of cash and Corporation Stock. The 401(k) Plan provides
various investment options. The 401(k) Plan provides for loans to plan
participants but does not permit early withdrawals. Matching contributions made
by the Corporation to the accounts of the named officers are included in the
Summary Compensation Table contained previously herein.

DIRECTOR COMPENSATION

      During fiscal year 2001, each director of the Corporation was paid an
annual retainer of $12,000 payable in equal monthly installments of $1,000.
Board Members also receive a fee of $1,500 for each quarterly Board meeting
attended in person and $750 for each quarterly Board meeting which the director
participated in by telephone. Directors are paid $1,000 for each special Board
meeting attended in person and $500 for each special Board meeting which the
director participated in by telephone. In addition, an annual fee of $1,000 per
year was paid for service as a committee chairman. Committee members also
received a fee of $1,000 for each committee meeting attended in person and $500
for each committee meeting which the director participated in by telephone.

      In addition, James Sturgill, a director of the Corporation provides
consulting services on a hourly fee basis. See "Certain Relationships and
Related Transactions."

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL SEVERANCE AGREEMENTS

      On June 12, 1995, the Corporation entered into a five-year employment
agreement with its Chief Executive Officer, John A Warehime, at an annual base
salary of $650,000 with such compensation payable retroactively from April 1,
1994 (the "1995 Employment Agreement"). The 1995 Employment Agreement was
amended on February 13, 1997 (Amended Employment Agreement). The principal terms
of Mr. Warehime's employment arrangements with the Corporation as amended by the
Amended Employment Agreement are set forth below.

      The Amended Employment Agreement provides for annual increases (but not
decreases) in the employee's annual salary equal to the greater of 5% of the
prior year's salary or the annual percentage increase in the Consumer Price
Index (CPI). Mr. Warehime's annual base salary for fiscal 2001 and 2000 was
$669,000 and $636,000, respectively. Unless terminated by either party, the
Amended Employment Agreement automatically renews annually on each anniversary
date so that five years always remain on the term of the agreement. In the event
the employee is terminated without cause, or in the event the employee
terminates his employment after a reduction (without his written consent) of his
duties or authority, compensation, or similar events, the Amended Employment
Agreement provides for the payment of the salary and bonus (including all other
benefits) over the remaining term of the agreement. In the event of termination
due to death or disability, the Amended Employment Agreement provides for the
same payment to the employee (or in the event of the death of the employee, his
spouse, or descendants) for one year and thereafter the payment of supplemental
pension benefits as described below. In addition, the Amended Employment
Agreement provides for the reimbursement by the Corporation of the employee's
legal and accounting fees up to $75,000 per year and reasonable business
expenses incurred by the employee in connection with the business of the
Corporation. The Amended Employment Agreement also provides the employee with
various other benefits including the use of an automobile, disability and life
insurance, and a club membership.

      The annual bonus payable to the employee under the Amended Employment
Agreement is equal to $100,000 plus 10% of the Corporation's pretax earnings
over $5.0 million provided that no annual bonus is payable if pretax earnings of
the Corporation are less than $5.0 million. The Amended Employment Agreement
limits salary and the annual bonus payment described above to an aggregate of
not more than $1.0 million annually. Annual bonuses can be paid in cash or Class
A Common (non-voting) Stock at the option of the employee. For the years ended
June 3, 2001, May 28, 2000, and May 30, 1999, the bonus accrued under this
agreement was $331,000, $364,000, and $394,000, respectively.


                                      -6-
<PAGE>   7
      The Amended Employment Agreement also provides for the annual payment of a
long-term performance bonus based upon the Corporation's performance over the
prior five-year period as measured by its average sales growth and average
increase in operating profits as compared to an industry peer group over the
same period. The bonus payable is calculated based upon a formula matrix set
forth in the Amended Employment Agreement, with such formula being recommended
by an independent management consulting firm retained by the Corporation and
approved by the Compensation Committee of the Board of Directors. For the years
ended June 3, 2001, May 28, 2000, and May 30, 1999, the long-term performance
bonus accrued under this agreement was $144,000, $114,000, and $108,000,
respectively.

      The Amended Employment Agreement provides for annual supplemental pension
benefits, commencing upon the earlier of (a) five years after termination of the
employee (or one year following his death or disability) or (b) the date of
retirement, payable during the life of the employee and upon his death for the
life of his spouse. Such annual supplemental pension benefits are equal to 60%
of average total compensation (including bonuses) over the latest three-year
period prior to retirement, assuming retirement at age 65 or later. Supplemental
pension benefits are reduced based upon an established formula to the extent the
employee retires prior to age 65. The net present value of the cost of providing
this future benefit is recognized by the Corporation over the remaining expected
years of service. The expense recognized under this agreement was approximately
$628,000, $428,000 and $624,000, for the years ended June 3, 2001, May 28, 2000,
and May 30, 1999, respectively. The projected benefit obligation was
approximately $2,811,000 and $2,174,000 at June 3, 2001 and May 28, 2000,
respectively.

      The Amended Employment Agreement was revised effective as of August 1,
1997 to make certain clarifying changes and to require that bonus payments to
Mr. Warehime in any taxable year in excess of $1.0 million would be subject to
shareholder approval, which shareholder approval was given on August 14, 1997.

      On January 23, 1997, the Corporation entered into a five-year employment
agreement with Gary T. Knisely, Executive Vice President, Secretary, and Counsel
of the Corporation, at an annual salary of $175,000 with such compensation
payable retroactively from June 1, 1996 (the "Knisely Agreement"). Unless
terminated by either party, the Knisely Agreement automatically renews annually
on each anniversary date so that five years always remain on the term of the
agreement. The Knisely Agreement provides for annual salary increases (but not
decreases) equal to the greater of 5% of the prior year's salary or the annual
percentage increase in the CPI, as well as incentive bonuses and various other
benefits. As of June 3, 2001, the aggregate liability of the Corporation under
this agreement for the next five years is estimated to be $1,279,000, excluding
annual performance bonuses. In the event the employee is terminated without
cause, or in the event the employee terminates his employment after a reduction
(without his written consent) of his duties or authority, compensation, or
similar events, the Knisely Agreement provides for the payment of the salary and
bonus (including all other benefits) over the remaining term of the agreement.
In the event of termination due to death or disability, the Knisely Agreement
provides for the payment of salary and bonus (including all other benefits) to
the employee (or his spouse or other descendants in the event of the employee's
death) for the later of one year from the date of such termination or the death
of the employee.

      The Knisely Agreement also provides for annual supplemental pension
benefits equal to 60% of the employee's average annual compensation (including
bonuses but excluding other benefits) over the three most recent fiscal years
prior to the employee's termination if the employee is no longer employed by the
Corporation and the employee has attained the age of 55. Such annual
supplemental pension benefits are payable for the remainder of the lifetime of
the employee. The net present value of the cost of providing this future pension
benefit is recognized by the Corporation over Mr. Knisely's expected remaining
years of service. The expense recognized for supplemental pension benefits under
this agreement was approximately $108,000, $45,000 and $81,000, for the years
ended June 3, 2001, May 28, 2000 and May 30, 1999, respectively. The projected
benefit obligation was approximately $341,000 and $233,000 at June 3, 2001 and
May 28, 2000, respectively.

      On May 21, 1997, the Corporation entered into a change in control
severance agreement with Alan T. Young which provides for termination
compensation if Mr. Young's employment is terminated: (i) involuntarily, within
24 months of change in control or (ii) voluntarily, following a reduction in
base salary, duties and responsibilities, within 24 months of a change in
control. A "change in control" shall be deemed to occur if John A. Warehime
ceases to be Chief Executive Officer of the Corporation or ceases to have the
power and authority of the Chief Executive Officer. Pursuant to the terms of
this agreement, any payment due thereunder shall be made over a


                                      -7-
<PAGE>   8
two year period no less frequently than monthly and all payments during any
twelve month period shall not in the aggregate exceed the officer's total cash
compensation (salary and bonus) received from the Corporation during fiscal
2000.

      On October 17, 2001, the Corporation entered into a similar change in
control severance agreement with each of the following eight officers: Mr.
Pietro D. Giraffa, Jr., Mr. Edward L. Boeckel, Jr., Mr. Daniel E. Schuchart, Mr.
William S. Gaugler, Jr., Mr. Timothy D. Mechler, Ms. Jennifer L. Warehime, Mr.
Jeffrey A. Warehime and Mr. J. Andrew Warehime. Jeffrey A. Warehime, Andrew
Warehime and Jennifer Warehime are the adult children of John Warehime, the
Chairman of the Corporation.

      All payments made pursuant to any of these agreements are subject to the
further conditions that: (i) the officer maintain the confidentiality of the
Corporation's trade secrets, customer lists and other proprietary information of
the Corporation; (ii) for a period of two years following the termination of the
officer, neither the officer or his employer or business associate shall enter
into or attempt to enter into any business relationship, solicit for employment
or employ any person, employed by the Corporation or its affiliates at any time
within six months prior to the officer's termination; and (iii) for a period of
two years following the termination, the officer shall not directly or
indirectly own, manage, operate, join or participate in any capacity, any entity
which is primarily engaged in a business which competes with any significant
business of the Corporation or its affiliates. If the executives were terminated
on May 31, 2001, under circumstances entitling them to severance payments
pursuant to these agreements, the aggregate amount due to each under the
agreement would have been as follows: Mr. Young $387,770, Mr. Giraffa $311,472,
Mr. Boeckel $245,880, Mr. Schuchart $210,150, Mr. Gaugler $207,648, Mr. Mechler
$206,892, Ms. Warehime $215,740, Jeffrey A. Warehime $240,500, and Mr. J. Andrew
Warehime $113,112.

      The Corporation is also committed to another employee, Patricia H.
Townsend, under a previous employment contract, which provides for minimum
salary levels, annual adjustments, as well as incentive bonuses and for a term,
which ends in March 2004. Provisions contained in the agreement provide for
continuation of the remuneration for the remainder of the term of the agreement
in the event of termination, incapacity, death, or disability. The estimated
commitment for future salaries through the duration of the agreement as of June
3, 2001 was approximately $226,000.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      Hanover Foods has designed its executive compensation program to attract,
motivate and retain talented executives. Toward this end, the executive
compensation program provides:

      -     A base salary program and benefits to attract and retain talented
            executives who demonstrate the qualities required in Hanover Food's
            business operations and who meet the Corporation's established goals
            and standards.

      -     Annual incentive bonus payments that are highly variable based on
            the achievement of the Corporation's pre-tax earnings goals and
            pre-established individual goals. These incentive bonuses reward
            individuals whose performance contributes to achieving strategic and
            financial corporate objectives, which increase shareholder value.
            Additionally, the long-term component of the Chief Executive
            Officer's bonus is determined pursuant to a formula based on the
            Corporation's performance over the prior five years as compared to
            an industry peer group over the same period.

      The Corporation's officer compensation program is comprised of base
salary, annual cash incentive compensation and various benefits generally
available to all full-time employees of the Corporation, including participation
in group medical and life insurance plans and a 401(k) plan. The Corporation
seeks to be competitive with compensation programs offered by companies in the
food processing industry and other companies of a similar size located in its
market area based on formal and informal surveys conducted by the Corporation.

      Base Salary. The Corporation has entered into employment agreements with
Messrs. Warehime and Knisely pursuant to which they were entitled to receive
annual base salaries of $668,544 and $220,500 during fiscal


                                      -8-
<PAGE>   9
2001, respectively. Pursuant to the terms of the employment agreements, such
salaries are adjusted each year in accordance with the Consumer Price Index. The
Board of directors believe that the compensation levels established in the
employment agreements were consistent with competitive practices for executives
at this level based upon an evaluation performed on these employment agreements
by an independent management consulting firm.

      The Corporation also entered into change in control severance agreements
with certain officers of the Corporation which are described under "Employment
Agreements and Change in Control Severance Agreements." These agreements do not
establish a base salary for these officers.

      Annual Incentive Compensation. Under his employment agreement, Mr.
Warehime is entitled to receive an annual bonus if the Corporation's pre-tax
earnings are $5.0 million or more. Such bonus is equal to $100,000 plus 10% of
all pre-tax earnings over $5.0 million. Such bonus, along with base salary, are
limited to a maximum of $1.0 million per year. Mr. Warehime is also entitled to
a long-term annual bonus based upon the Corporation's performance over the past
five years as measured by its average sales growth percentage ("Sales
Performance Index") and average percentage of operating profits to sales
("Profitability Index") as compared to the performance of companies in an
industry peer group. The bonus amount is determined by a formula contained in
Mr. Warehime's employment agreement as calculated by an independent management
consulting firm retained by the Corporation.

      Annual cash bonuses of up to 100% of an officer's base salary are paid to
the Corporation's officers, other than the Chief Executive Officer, based upon
the Corporation's pre-tax earnings. In certain cases, bonuses are based on
certain individual performance goals.

      Stock Options. The Corporation does not currently utilize stock options as
a means of compensating its executive officers and key employees, however, the
Compensation Committee may consider implementing an option plan in the future.

      Compensation of Chief Executive Officer. Pursuant to his employment
agreement, Mr. Warehime's annual base salary for fiscal 2001 was $668,544, which
represents an increase of $31,850 from fiscal 2000. Mr. Warehime also was paid a
bonus (which represents both short and long term components of Mr. Warehime's
bonus) pursuant to his employment agreement as a result of the achievement of
certain levels of pre-tax income by the Corporation and increases in the
Corporation's sales performance index and profitability index as compared to its
peers.

     Policy with respect to Section 162(m) of the Internal Revenue Code.
Generally, Section 162(m) of the Internal Revenue Code of 1986, and the
regulations promulgated thereunder (collectively, "Section 162(m)"), denies a
deduction to any publicly held Corporation, such as the Corporation, for certain
compensation exceeding $1,000,000 paid during a taxable year to the chief
executive officer and the four other highest paid executive officers, excluding,
among other things, certain performance-based compensation. The Compensation
Committee evaluates to what extent Section 162(m) will apply to its compensation
programs. In order to bring bonus payments to Mr. Warehime under his Employment
Agreement in excess of $1,000,000 into compliance with Section 162(m),
shareholders of the Class B Common Stock approved such bonus payments at a
meeting held in August 1997.

                      Members of the Compensation Committee

              Clayton J. Rohrbach, Jr.           Arthur S. Schaier


                                      -9-
<PAGE>   10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         CERTAIN SECURITY HOLDERS

      The following table sets forth as of August 10, 2001 certain information
with respect to the beneficial ownership of the Capital Stock by: (i) each
person who is known by the Corporation to be the beneficial owner of more than
five percent of any class of the Corporation's capital stock; (ii) each of the
Corporation's directors and nominees for director; (iii) each of the executive
officers of the Corporation named in the Summary Compensation Table (the "Named
Officers"); and (iv) the Corporation's directors, nominees for director and
executive officers as a group. Except as otherwise indicated, the beneficial
owners of the capital stock listed below have sole investment and voting power
with respect to such shares. The address of the Directors and Named Officers is
that of the Corporation.


                                      -10-
<PAGE>   11
<TABLE>
<CAPTION>
                                                                                 SHARES
                                                                         BENEFICIALLY OWNED (1)
                                                                 ------------------------------------
                                                                  CLASS          NUMBER    % OF CLASS
                                                                 ------------------------------------
<S>                                                              <C>             <C>       <C>
FIVE PERCENT SHAREHOLDERS
COMMON STOCK

Alan A. Warehime Testamentary Trust A(3)..................       Common A            --          --%
Farmers Bank                                                     Common B        39,828         6.3
c/o Allfirst Bank
13 Baltimore Street
Hanover, PA 17331

Alan A. Warehime Testamentary Trust B(4)..................
Farmers Bank                                                     Common A            --          --
c/o Allfirst Bank                                                Common B        76,165        12.0
13 Baltimore Street
Hanover, PA 17331

Heartland Advisors, Inc.(2)...............................       Common A        49,500        17.2
and William J. Nasgovitz                                         Common B            --          --
790 North Milwaukee Street
Milwaukee, WI 53202

Elizabeth W. Stick........................................       Common A        14,972         4.2
35 Peyton Road                                                   Common B        44,244         7.0
York, PA 17403

J. William Warehime.......................................       Common A         2,734          .8
257 Frederick Street                                             Common B        78,358        12.3
Hanover, PA 17331

John A. Warehime..........................................       Common A         3,562         1.2
6759 E. Moulstown Road                                           Common B        44,730         7.0
Hanover, PA  17331

Sally W. Yelland..........................................       Common A            --          --
2015 Youngs Road                                                 Common B        37,288         5.9
Hanover, PA  17331

Hanover Foods Corporation(5)..............................       Common A            --          --
Employee Stock Trust                                             Common B       142,499        25.0
1486 York Street
Hanover, PA  17331

SERIES C PREFERRED STOCK
Hanover Foods Corporation 401(k) Savings Plan Trust (6)...       Common A            --          --
1486 York Street                                                 Common B            --          --
Hanover, PA 17331                                                Preferred C     10,000       100.0
</TABLE>

                       (footnotes begin on the next page)


                                      -11-
<PAGE>   12
<TABLE>
<CAPTION>
                                                                                                 SHARES
                                                                                         BENEFICIALLY OWNED (1)
                                                                                 ------------------------------------
                                                                                  CLASS          NUMBER    % OF CLASS
                                                                                 ------------------------------------
<S>                                                                              <C>             <C>       <C>
DIRECTORS AND NAMED OFFICERS (5)(6)

John A. Warehime...........................................................      Common A         3,562        1.2%
                                                                                 Common B        44,730         7.0

Clayton J. Rohrbach, Jr. (6)(7)............................................      Common A            88           *
                                                                                 Common B            --          --

Cyril T. Noel (5)(6)(7)(8).................................................      Common A           301           *
                                                                                 Common B            --          --
                                                                                 Preferred A        432           *
                                                                                 Preferred B        360           *

T. Edward Lippy............................................................      Common A           385           *
                                                                                 Common B            --          --

Arthur S. Schaier(7).......................................................      Common A         3,500         1.0
                                                                                 Common B            --          --

James G. Sturgill, CPA, CVA................................................      Common A           100           *
                                                                                 Common B            --          --

James A. Washburn..........................................................      Common A            --          --
                                                                                 Common B            --          --

Gary T. Knisely, Esq.(8)...................................................      Common A         1,688           *
                                                                                 Common B            --          --
                                                                                 Preferred B         16           *

Pietro D. Giraffa, Jr......................................................      Common A            --          --
                                                                                 Common B            --          --

Edward L. Boeckel, Jr......................................................      Common A            --          --
                                                                                 Common B            --          --

Alan T. Young..............................................................      Common A            --          --
                                                                                 Common B            --          --

Daniel E. Schuchart........................................................      Common A            88           *
                                                                                 Common B            --          --

All directors and executive officers as a group (total of 12)(9)...........      Common A         9,712         3.4
                                                                                 Common B        44,730         7.9
                                                                                 Preferred A        432         2.9
                                                                                 Preferred B        376         2.3
                                                                                 Preferred C     10,000       100.0
</TABLE>


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

* Less than one percent.

(1)   The securities "beneficially owned" by a person are determined in
      accordance with the definition of "beneficial ownership" set forth in the
      regulations of the Securities and Exchange Commission and,


                                      -12-
<PAGE>   13
      accordingly, include securities owned by or for the spouse, children or
      certain other relatives of such person as well as other securities as to
      which the person has or shares voting or investment power or has the right
      to acquire within 60 days after the Record Date. The same shares may be
      beneficially owned by more than one person. Beneficial ownership may be
      disclaimed as to certain of the securities.

(2)   As reported by Heartland Advisors, Inc. ("Heartland") and William J.
      Nasgovitz, the President and a principle shareholder of Heartland, in
      Amendment Five to Schedule 13G dated December 31, 2000. Each of Heartland
      and Mr. Nasgovitz reported sole voting and no dispositive power with
      respect to the shares held. Such shares are held in investment advisory
      accounts of Heartland. The interests of one such account, Heartland Value
      Fund, relates to more than 5% of the class.

(3)   Includes shares held by the Alan A. Warehime Testamentary Trust A. Voting
      and dispositive power with respect to such shares is shared by the five
      trustees, each of whom has one vote. A majority vote of such individuals
      is required to vote or dispose of such shares. Trustees of such trust
      include John A. Warehime, Chairman, President and Chief Executive Officer
      of the Corporation, Cyril T. Noel, a director of the Corporation, Sally
      Yelland, Michael Warehime and the Allfirst Bank.

(4)   Includes shares held by the Alan A. Warehime Testamentary Trust B. Voting
      and dispositive power with respect to such shares is shared by the five
      trustees, each of whom has one vote. A majority vote of such individuals
      is required to vote or dispose of such shares. Trustees of such trust
      include John A. Warehime, Chairman, President and Chief Executive Officer
      of the Corporation, Cyril T. Noel, a director of the Corporation, Sally
      Yelland, Michael Warehime and the Allfirst Bank.

(5)   The Hanover Foods Corporation Employee Stock Trust may be deemed to
      beneficially own the shares held by such Trust. Shares held by the Trust
      are voted by the employee beneficiaries of the Trust, on a confidential
      basis, except for procedural matters where the shares are voted by the
      trustee of such Trust, Director Noel.

(6)   The Hanover Foods Corporation 401(k) Savings Plan ("401(k) Plan") may be
      deemed to beneficially own the shares held by such plan. The Series C
      Preferred Stock is currently convertible into shares of the Class A Common
      Stock on a one for one basis. The trustee of such plan is First Union
      National Bank. The trustees of the subtrust, which holds the Series C
      Preferred stock under the plan, are Directors Noel, Rohrbach and Schaier.
      See Footnote 9 below.

(7)   Excludes 10,000 shares of the Series C Preferred Stock held by the 401(k)
      Plan Trust. In their capacity as co-trustees of such plan, Directors Noel,
      Rohrbach and Schaier have shared voting and dispositive power over the
      10,000 shares held by the 401(k) Plan Trust. Shares held by the 401(k)
      Plan Trust are voted by a majority of the plan trustees. The Series C
      Preferred Stock is convertible into Class A Common Stock on a one for one
      basis.

(8)   Shares of Series A or B Preferred Stock are convertible into Class A
      Common Stock on an equitable basis. The current conversion ratio is 4.0
      shares of Series A or B Preferred Stock to one share of Class A Common
      Stock. Such conversion ratio is subject to change based upon current book
      value of the Class A Common Stock.

(9)   Includes 10,000 of Series C Preferred Stock held by the 401(k) Plan Trust
      for the benefit of Plan participants. See footnotes 6 and 7 above.


                                      -13-
<PAGE>   14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During fiscal 2001, the Corporation and its subsidiaries, in the normal
course of business, purchase and sell goods and services to related companies.
These transactions are summarized below.

      During fiscal 2001, the Corporation rented equipment from, ARWCO
Corporation, Warehime Enterprises, Inc. and Park 100 Foods, Inc. The rental
payments pursuant to such lease agreements totaled $15,000 during fiscal 2001.
John A. Warehime, the Chairman of the Corporation, owns 33.3% of the outstanding
stock of ARWCO Corporation. J. William Warehime, a shareholder of the
Corporation, and John A. Warehime own 44.4% and 14.8% of the outstanding stock
of Warehime Enterprises, Inc., respectively. James A. Washburn, a director of
the Corporation, owns approximately 80% of the outstanding stock of Park 100
Foods, Inc.

      During fiscal 2001, the Corporation leased a two story farm house,
adjoining one story guest house and adjoining ground located on Trolley Road,
R.D. #3, Hanover, Heidelberg Township, Pennsylvania, for customer housing and
entertainment and temporary new employee housing from John A. and Patricia M.
Warehime for a total of $67,000.

      During fiscal 2001, the Corporation entered into a change in control
severance agreement with each of Mr. Pietro Giraffa, Mr. Edward Boeckel, Mr.
Daniel Schuchart, Mr. William Gaugler, Mr. Timothy Mechler, Ms. Jennifer L.
Warehime, Mr. Jeffrey A. Warehime and Mr. J. Andrew Warehime. Ms. Warhime and
Messers. Jeffrey A. and J. Andrew Warehime are officers of the Corporation and
the adult children of John A. Warehime, the Chairman of the Corporation. See
"Employment Agreements and Change in Control Severance Agreements."

      During fiscal 2001, the Corporation purchased $1,284,000 contracted
vegetables from Lippy Brothers, Inc. T. Edward Lippy, a director of the
Corporation, owns approximately 37.0% of the outstanding stock of Lippy
Brothers, Inc.

      During fiscal 2001, the Corporation retained James G. Sturgill, CPA, CVA,
a director of the Corporation as a financial consultant to provide financial and
accounting services to the Corporation. During fiscal 2001, the Corporation paid
Mr. Sturgill a total of $20,000 in consulting fees.

      During fiscal 2001, the Corporation sold approximately $1.8 million of
frozen food products to Park 100 Foods, Inc., Tipton, Indiana. James A Washburn,
a director of the Corporation, owns approximately 80% of the outstanding stock
of Park 100 Foods.


                                      -14-
<PAGE>   15
STOCK PERFORMANCE GRAPH

      The following graph shows a comparison of the cumulative total return for
the Corporation's Class A Common Stock, the NASDAQ Stock Market and the Hanover
2001 Composite Index referred to as Peer Group No. 2 (defined below) as well as
the Hanover 2000 Composite Index referred to as Peer Group No. 1 (defined
below), assuming an investment of $100 on June 2, 1996 and the reinvestment of
all dividends. The data points used for the performance graph are listed below.

      The Hanover 2001 Composite Index reflects the performance of the following
publicly traded companies in industries similar to that of the Corporation:
Seneca Foods Corp., J.M. Smuckers Company, Maui Land and Pineapple Co., Inc.,
Del Monte Foods, Inc. and Odwalla, Inc. The Composite Index has been modified
since last year as United Foods, Inc. was acquired by a private company and
financial information is not available. The 2000 Composite Index utilized last
year included Seneca Foods, United Foods, Inc. and Dean Foods, Inc.

      The following graph is required to be included in this Form 10-K by SEC
regulations; however, in reviewing these materials please be advised that since
the Corporation's Class A Common Stock is not actively traded, it can not be
properly compared to companies whose securities are traded on an exchange or the
NASDAQ Stock Market.



[TOTAL RETURN GRAPH]



<TABLE>
<CAPTION>
TOTAL RETURN ANALYSIS
                         6/2/1996    6/1/1997   5/31/1998   5/30/1999   5/28/2000    6/3/2001
                         --------    --------   ---------   ---------   ---------    --------
<S>                      <C>         <C>        <C>         <C>         <C>          <C>
HANOVER FOODS CORP.       $100.00     $102.85     $153.54     $182.75     $186.57     $155.99
                         --------    --------   ---------   ---------   ---------    --------
HANOVER 2000 COMPOSITE
INDEX (PEER GROUP #1)     $100.00     $153.94     $201.31     $160.08     $136.62     $150.36
                         --------    --------   ---------   ---------   ---------    --------
HANOVER 2001 COMPOSITE
INDEX (PEER GROUP #2)     $100.00     $110.49     $152.24     $161.76     $154.96     $182.02
                         --------    --------   ---------   ---------   ---------    --------
NASDAQ COMPOSITE          $100.00     $113.04     $143.16     $201.97     $268.99     $170.94
                         --------    --------   ---------   ---------   ---------    --------
</TABLE>


                                      -15-
<PAGE>   16
INDEPENDENT AUDITORS

      The Corporation's independent auditors for fiscal 2001 was the firm of
KPMG LLP, Harrisburg, Pennsylvania. The aggregate fees billed by KPMG LLP for
professional services rendered for the audit of the Corporation's annual
financial statements for the fiscal year ended June 30, 2001 (the "2001 fiscal
year") and the reviews of the financial statements included in the Corporation's
Form 10-Qs for the 2001 fiscal year totaled $93,500.

      FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no professional services related to financial information systems design and
implementation by KPMG LLP for the 2001 fiscal year.

      ALL OTHER FEES. The aggregate fees billed for services rendered by KPMG
LLP, other than for audit and information technology services, described in the
preceding two paragraphs, totaled $ 87,825. for fiscal 2001.

      The Audit Committee has considered whether the provision of services
covered in the preceding two paragraphs is compatible with maintaining KPMG's
independence.

SHAREHOLDER PROPOSALS

      Pursuant to the proxy rule under the Securities Exchange Act, the
Corporation's shareholders are notified that the deadline for providing the
Corporation timely notices of any shareholder proposal to be submitted outside
of the Rule 14a-8 process for consideration at the Corporation's 2002 Annual
Meeting of Shareholders (the "Meeting") will be June 1, 2002, as set forth in
the Corporation's Amended and Restated Bylaws. As to all such matters which the
Corporation does not have notice by June 1, 2002, discretionary authority shall
be granted to the persons designated in the Corporation's proxy related to the
2002 Meeting to vote on such proposal. This change in procedure does not affect
the Rule 14a-8 requirements applicable to inclusion of shareholder proposals in
the Corporation's proxy materials related to the 2002 Meeting. A shareholder
proposal regarding the 2002 Meeting must be submitted to the Corporation at its
office located at 1486 York Street, P.O. Box 334, Hanover, Pennsylvania, 17331,
by July 1, 2002 to receive consideration for inclusion in the Corporation's 2002
proxy materials. Any such proposal must also comply with the proxy rules under
the Securities Exchange Act, including Rule 14a-8.


                                      -16-
<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:SEPTEMBER 28, 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.

<TABLE>
<S>                                                 <C>
By:  /s/ John A. Warehime                           Date: September 28, 2001
   -----------------------------------                    ------------------
         John A. Warehime
         Chairman, President,
         Chief Executive Officer and Director

By:  /s/ Gary T. Knisely                            Date: September 28, 2001
   -----------------------------------                    ------------------
         Gary T. Knisely
         Executive Vice President
         (Chief Financial Officer)

By:  /s/ Pietro D. Giraffa, Jr.                     Date: September 28, 2001
   -----------------------------------                    ------------------
         Pietro D. Giraffa, Jr.
         Vice President - Controller
         (Chief Accounting Officer)

By:  /s/ Arthur S. Schaier                          Date: September 28, 2001
   -----------------------------------                    ------------------
         Arthur S. Schaier
         Director

By:  /s/ T. Edward Lippy                            Date: September 28, 2001
   -----------------------------------                    ------------------
         T. Edward Lippy
         Director

By:  /s/ Clayton J. Rohrbach, Jr.                   Date: September 28, 2001
   -----------------------------------                    ------------------
         Clayton J. Rohrbach, Jr.
         Director

By:  /s/ James G. Sturgill                          Date: September 28, 2001
   -----------------------------------                    ------------------
         James G. Sturgill
         Director

By:  /s/ James A. Washburn                          Date: September 28, 2001
   -----------------------------------                    ------------------
         James A. Washburn
         Director

By:  /s/ Cyril T. Noel                              Date: September 28, 2001
   -----------------------------------                    ------------------
         Cyril T. Noel
         Director
</TABLE>


                                      -17-