<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934

For the period ended                      June 29, 1997
                     -----------------------------------------------------------

                                       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:                             0-19912
                       ---------------------------------------------------------

                           Signature Brands USA, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     36-3635286
--------------------------------------------------------------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)

  7005 Cochran Road, Glenwillow, Ohio                    44139-4312
--------------------------------------------------------------------------------
  (Address of principal executive offices)                (Zip Code)

              (216) 542-4000; after August 16, 1997  (440) 542-4000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

               24700 Miles Road, Bedford Heights, Ohio 44146-1399
--------------------------------------------------------------------------------
                                (Former Address)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                    Yes   X     No
                                                        -----     -----

As of July 31, 1997, the issuer had 9,080,534 shares of common stock
outstanding.


<PAGE>   2


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934

For the period ended                      June 29, 1997
                     -----------------------------------------------------------

                                       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:                           33-80000
                       ---------------------------------------------------------

                             Signature Brands, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Ohio                                        36-3330781
--------------------------------------------------------------------------------
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)

   7005 Cochran Road, Glenwillow, Ohio                  44139-4312
--------------------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)

              (216) 542-4000; after August 16, 1997 (440) 542-4000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

               24700 Miles Road, Bedford Heights, Ohio 44146-1399
--------------------------------------------------------------------------------
                                (Former Address)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                               Yes   X     No
                                                   -----      -----

                  The Registrant is a wholly-owned subsidiary of Signature
Brands USA, Inc. Accordingly, none of its equity securities are owned by
non-affiliates.



<PAGE>   3


                          PART 1. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                 June 29                        September 29
                                                                   1997                             1996
                                                          -----------------------          -----------------------
                                                               (Unaudited)

<S>                                                    <C>                                                <C>    
ASSETS

Current assets
   Cash                                                $                   1,270                              736
   Trade accounts receivable, net                                         45,843                           57,960
   Inventories                                                            38,262                           43,626
   Deferred income taxes                                                   5,206                            5,206
   Other current assets                                                      992                            1,479
                                                          -----------------------          -----------------------
        Total current assets                                              91,573                          109,007

Property, plant and equipment, net                                        17,101                           18,522

Other assets
   Excess of cost over fair value
      of net assets acquired, net                                        136,878                          139,830
   Deferred financing costs, net                                           3,937                            4,579
   Other                                                                   1,496                            1,552
                                                          -----------------------          -----------------------
        Total other assets                                               142,311                          145,961
                                                          -----------------------          -----------------------

        Total assets                                   $                 250,985                          273,490
                                                          =======================          =======================
</TABLE>


                                                                     (Continued)



                                       2
<PAGE>   4


                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                        June 29         September 29
                                                          1997             1996
                                                      --------------    -----------
                                                       (Unaudited)

<S>                                                     <C>               <C>    
LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities
   Current portion of long-term debt                    $   7,500           6,000
   Accounts payable                                        18,231          22,851
   Accrued liabilities                                     19,805          19,542
                                                        ---------       ---------
        Total current liabilities                          45,536          48,393

Long-term debt
   Revolving credit facility                               26,300          41,600
   Term note                                               54,008          60,250
   Senior subordinated notes                               68,848          68,681
                                                        ---------       ---------
        Total long-term debt                              149,156         170,531

Product liability                                           3,270           3,516
Other                                                       3,717           2,043
                                                        ---------       ---------
        Total liabilities                                 201,679         224,483

Stockholders' equity
   Common stock, par value $.01 per share;
      authorized 20,000 shares; issued and
      outstanding 9,080 shares                                 91              91
   Paid-in capital                                         51,772          51,772
   Warrants                                                 1,773           1,773

   Accumulated deficit                                     (4,330)         (4,629)
                                                        ---------       ---------

        Total stockholders' equity                         49,306          49,007
                                                        ---------       ---------
        Total liabilities and stockholders' equity      $ 250,985         273,490
                                                        =========       =========
</TABLE>




See accompanying notes to consolidated financial statements.



                                       3
<PAGE>   5


                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                               Thirteen weeks ended         Thirty-nine weeks ended
                                              -----------------------       ------------------------
                                              June 29        June 30        June 29        June 30
                                                1997           1996           1997           1996
                                              --------       --------       --------       --------

<S>                                           <C>              <C>           <C>            <C>    
Net sales                                     $ 64,194         59,339        213,255        213,021
Operating costs and expenses
   Cost of goods sold                           44,176         40,328        147,565        145,729
   Selling, general and
      administrative expenses                   14,453         14,041         48,298         44,929
   Amortization of intangible assets               984          1,000          2,952          3,000
                                              --------       --------       --------       --------
      Total operating costs and expenses        59,613         55,369        198,815        193,658
                                              --------       --------       --------       --------
       Operating income                          4,581          3,970         14,440         19,363

Interest expense                                 4,484          4,637         14,041         14,451
Other income                                      (101)           (94)          (349)          (260)
                                              --------       --------       --------       --------
      Income (loss) before income taxes            198           (573)           748          5,172
Income tax (benefit) expense                       123           (355)           449          3,403
                                              --------       --------       --------       --------
      Net income (loss)                       $     75           (218)           299          1,769
                                              ========       ========       ========       ========


Net income (loss) per share                   $   0.01          (0.02)          0.03           0.20
                                              ========       ========       ========       ========


Weighted average shares outstanding              9,080          9,071          9,080          9,071
</TABLE>




See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   6



                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                Thirty-nine weeks ended
                                                                -----------------------
                                                                June 29        June 30
                                                                  1997           1996
                                                                --------       --------
<S>                                                             <C>               <C>  
Cash flows from operating activities
   Net income                                                   $    299          1,769
   Adjustments to reconcile net income to
      net cash provided by operating activities
         Depreciation and amortization
            of plant and equipment                                 5,189          4,418
         Loss on asset write-offs and disposals                        -            106
         Amortization of intangible assets                         2,952          3,000
         Amortization of deferred financing costs                    642            643
         Accretion of debt discount                                  168            168
         Changes in
            Accounts receivable                                   12,117          8,530
            Inventories                                            5,364          7,132
            Other assets                                             543          1,050
            Accounts payable                                      (4,620)       (11,564)
            Accrued liabilities                                      263          2,105
            Noncurrent liabilities                                 1,428           (583)
                                                                --------       --------
                 Net cash provided by operating activities        24,345         16,774
                                                                --------       --------

Cash flows from investing activities
   Capital expenditures                                           (3,768)        (2,910)
                                                                --------       --------
                 Net cash used in investing activities            (3,768)        (2,910)
                                                                --------       --------

Cash flows from financing activities
   Proceeds from revolving credit facility                        46,700         52,800
   Repayments of revolving credit facility                       (62,000)       (62,600)
   Repayment of long-term debt                                    (4,743)        (3,750)
                                                                --------       --------
                 Net cash used in financing activities           (20,043)       (13,550)
                                                                --------       --------
Increase in cash                                                     534            314
Cash at beginning of the period                                      736            835
                                                                --------       --------
Cash at end of the period                                       $  1,270          1,149
                                                                ========       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
   Interest                                                     $ 11,024         11,453
   Income taxes                                                    1,890          3,454
</TABLE>


See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   7



                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

(1)      Basis of Presentation
         ---------------------

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiary. All significant intercompany
         accounts and transactions are eliminated in consolidation.

         In the opinion of management, the information furnished herein includes
         all adjustments of a normal recurring nature that are necessary for a
         fair presentation of results for the interim periods shown in
         accordance with generally accepted accounting principles. The unaudited
         interim consolidated financial statements have been prepared using the
         same accounting principles that were used in preparation of the
         Company's annual report on Form 10-K for the year ended September 29,
         1996, and should be read in conjunction with the consolidated financial
         statements and notes thereto. Because of the seasonal nature of the
         small appliance and consumer scale industries, the results of
         operations for the interim period are not necessarily indicative of
         results for the full fiscal year.

(2)      Inventories
         -----------

         The components of inventories are as follows:

<TABLE>
<CAPTION>
                                          June 29     September 29
                                           1997          1996
                                        -----------  -----------

<S>                                       <C>           <C>   
Inventories at FIFO cost
   Raw materials and purchased parts      $12,940       13,446
   Finished goods                          24,733       29,591
                                          -------      -------
                                           37,673       43,037
Excess of LIFO cost over FIFO                 589          589
                                          -------      -------
   Inventories                            $38,262       43,626
                                          =======      =======
</TABLE>

         Work-in-process inventories are not significant and are included with
         raw materials. Inventories accounted for under the last-in, first-out
         (LIFO) method represent 61 percent and 62 percent of inventories at
         June 29, 1997 and September 29, 1996, respectively.


                                       6
<PAGE>   8



                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

(3)      Condensed Consolidated Financial Information
         --------------------------------------------

         Condensed consolidated financial information for Signature Brands, Inc.
         at June 29, 1997 and September 29, 1996, and for the thirteen-week and
         thirty-nine-week periods ended June 29, 1997 and June 30, 1996 is as
         follows:

<TABLE>
<CAPTION>
                                                                               June 29       September 29
                                                                                 1997           1996
                                                                             ------------    -----------

<S>                                                                           <C>               <C>    
Current assets                                                                $  91,573         109,007
Noncurrent assets                                                               159,412         164,483
                                                                              ---------       ---------

            Total assets                                                      $ 250,985         273,490
                                                                              =========       =========


Current liabilities                                                           $  45,536          48,393
Noncurrent liabilities                                                          156,143         176,090
Intercompany payables                                                            47,658          47,658
                                                                              ---------       ---------

            Total liabilities                                                   249,337         272,141

Stockholder's equity
   Common stock - $1.00 stated value; authorized 850 shares; issued and
       outstanding 100 shares in 1997 and $.01 par value; authorized and
       outstanding 1,000,000 shares in 1996                                           -              10
   Paid-in capital                                                                2,811           2,821
   Accumulated deficit                                                           (1,472)         (1,173)
                                                                              ---------       ---------

            Total stockholder's equity                                            1,349           1,648
                                                                              ---------       ---------

            Total  liabilities and stockholder's equity                       $ 250,985         273,490
                                                                              =========       =========
</TABLE>


<TABLE>
<CAPTION>
                                        Thirteen-week period ended                   Thirty-nine-week period ended
                                        --------------------------------          -----------------------------------
                                          June 29            June 30                  June 29             June 30
                                            1997               1996                    1997                1996
                                        -------------      -------------           --------------      --------------
<S>                                  <C>                      <C>                        <C>                 <C>    
Net sales                            $        64,194          59,339                     213,255             213,021
Gross profit                                  20,018          19,011                      65,690              67,292
Net income (loss)                                 75            (218)                        299               1,769
</TABLE>


                                       7
<PAGE>   9



                    SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

(4)      Name Change
         -----------

         On March 6, 1997, the stockholders of the Company approved an amendment
         to the Company's Certificate of Incorporation to change the name of the
         Company to "Signature Brands USA, Inc." In view of the Company's name
         change, on April 30, 1997, Health o meter, Inc. the Company's operating
         subsidiary, was merged with and into a wholly-owned subsidiary of the
         Company, Signature Brands, Inc., an Ohio corporation, formed by the
         Company solely for the purpose of changing the name of Health o meter,
         Inc. to "Signature Brands, Inc."



                                       8
<PAGE>   10



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

COMPANY OVERVIEW
----------------

                  Signature Brands USA, Inc. (the "Company") is a holding
company which, through its wholly owned subsidiary, Signature Brands, Inc.
("Signature Brands"), designs, manufactures, markets, and distributes a
comprehensive line of consumer and professional products. The Company's consumer
products, marketed under the Mr. Coffee(R) and Health o meter(R) brand names
include automatic drip coffeemakers, teamakers, filters, water filtration
products, accessories, and other kitchen counter top appliances as well as bath,
kitchen, and diet scales and therapeutic devices. Professional products include
the Pelouze(R) and Health o meter(R) brands of office, food service and medical
scales.

RESULTS OF OPERATIONS
---------------------

THIRTEEN WEEKS ENDED JUNE 29, 1997 AND JUNE 30, 1996

                  Overview. Net sales in the third quarter of fiscal 1997
increased approximately 8.2 percent to $64.2 million, compared with $59.3
million for the same period in fiscal 1996. The Company's gross profit in the
third quarter of fiscal 1997 was $20.0 million, or approximately 31.2 percent of
net sales, compared with $19.0 million, or approximately 32.0 percent of net
sales in the same period in fiscal 1996.

Net Sales and Gross Profit
                  Consumer Products Division. In the third quarter of 1997, the
Consumer Products Division's net sales were $54.3 million compared with $50.3
million in 1996, an increase of 7.9 percent. The increase in net sales was
primarily attributable to increased sales of coffeemakers, consumer scales and
water filtration products somewhat offset by reduced filter and hot teamaker
sales.

                  The Consumer Products Division's gross profit in the third
quarter of 1997 increased 5.1 percent to $16.8 million from $16.0 million in
1996. The gross profit margin was 30.9 percent of net sales in 1997, compared
with 31.8 percent in 1996. The Consumer Products Division experienced reduced
margins because the mix of teamaker sales shifted toward lower margin
promotional products.

                  Historically, gross profit margins on individual product lines
have been greatest near the point of introduction, gradually decreasing as the
product matures and becomes subject to pricing pressure. There continues to be
intense pressure on retail prices and there can be no assurance as to the
Company's ability to achieve price increases or maintain current price levels in
the future. For these reasons, the Company continues its efforts to introduce
new products and to reduce the cost of existing products as a means of
protecting margins.


                                       9
<PAGE>   11



                  Professional Products Division. In the third quarter of 1997,
the Professional Products Division's net sales increased 9.9 percent to $9.9
million compared with $9.0 million in 1996. The Company experienced increased
sales across all of its distribution channels. The Professional Products
Division's gross profit was $3.4 million, or 34.8 percent of net sales, in the
third quarter of 1997, compared with $3.0 million, or 33.6 percent of net sales,
in 1996. The margin improvement resulted from increased margins due to lower
defective product rates primarily for office products, offset in part by reduced
margins for commercial products.

                  Selling, General and Administrative Expenses. Selling, general
and administrative expenses ("SG&A") for the third quarter of fiscal 1997
totaled $14.5 million, or approximately 22.5 percent of net sales, compared
with $14.0 million, or approximately 23.7 percent of net sales, for the third
quarter of fiscal 1996. SG&A as a percent of net sales declined in the current
period because fixed general and administrative costs are being measured against
a larger net sales amount.

                  Amortization of Intangible Assets. The amortization of
intangible assets relates primarily to intangible assets associated with the
acquisition by the Company of Mr. Coffee, inc. on August 17, 1994 ("the
Acquisition").

                  Interest Expense. Net interest expense for the third quarter
of fiscal 1997 was approximately $4.5 million, compared with $4.6 million for
the same period in the prior year. The decrease in interest expense is
attributable to lower overall borrowings offset in part by higher interest
rates.

                  Income Taxes. The effective tax rate was 62.1 percent for the
third quarter of fiscal 1997, compared with an effective tax rate benefit of
62.0 percent in 1996. Expenses not deductible for tax purposes, primarily the
amortization of intangible assets associated with the Acquisition, resulted in
an effective tax rate significantly higher than the statutory tax rate in both
periods.

                  Net Income. Based on the foregoing, the Company experienced
net income of $0.1 million in the third quarter of fiscal 1997 compared with a
net loss of $0.2 million in 1996.

THIRTY-NINE WEEKS ENDED JUNE 29, 1997 AND JUNE 30, 1996

                  Overview. Net sales in the first nine months of fiscal 1997
increased approximately 0.1 percent to $213.3 million, compared with $213.0
million for the same period in fiscal 1996. The Company's gross profit in the
first nine months of fiscal 1997 was 65.7 million, or approximately 30.8 percent
of net sales, compared with $67.3 million, or approximately 31.6 percent of net
sales in the same period in fiscal 1996.

Net Sales and Gross Profit
                  Consumer Products Division. In the first nine months of 1997,
the Consumer Products Division's net sales were $183.3 million compared with
$186.2 million in 1996, a decrease of 1.5 percent. The decrease in net sales was
primarily attributable to reduced teamaker and filter sales somewhat offset by
increased sales of coffeemakers, therapeutic devices and 


                                       10
<PAGE>   12


consumer scales. The Consumer Products Division's gross profit in the first nine
months of 1997 decreased 4.2 percent to $55.3 million from $57.7 million in
1996. The gross profit margin was 30.1 percent of net sales in 1997, compared
with 31.0 percent in 1996. The decrease in gross profit as a percent of sales
was primarily the result of a reduction in high margin teamaker sales.

                  Professional Products Division. In the first nine months of
1997, the Professional Products Division's net sales increased 11.6 percent to
$29.9 million compared with $26.8 million in 1996. The Company experienced
increased sales in the first nine months of 1997 across all distribution
channels. The Professional Products Division's gross profit was $10.2 million,
or 34.1 percent of net sales, in the first nine months of 1997, compared with
$9.6 million, or 36.0 percent of net sales, in 1996. The decrease in gross
margin as a percent of sales was primarily attributable to reduced margins in
the international and commercial distribution channels.

                  Selling, General and Administrative Expenses. Selling, general
and administrative expenses ("SG&A") for the first nine months of fiscal 1997
totalled $48.3 million, or approximately 22.6 percent of net sales, compared
with $44.9 million, or approximately 21.1 percent of net sales, for the first
nine months of fiscal 1996. The increase in SG&A as a percentage of net sales is
mainly attributable to increased national advertising expenditures primarily to
support the marketing of teamaker and water filtration products.

                  Amortization of Intangible Assets. The amortization of
intangible assets relates primarily to intangible assets associated with the
Acquisition.

                  Interest Expense. During the first nine months of fiscal 1997
net interest expense was approximately $14.0 million, compared with $14.5
million in the same period of fiscal 1996. The decrease in interest expense is
attributable to lower overall borrowings offset in part by higher interest
rates.

                  Income Taxes. In the first nine months of fiscal 1997 and 1996
the effective tax rate was 60.0 percent and 65.8 percent, respectively. Expenses
not deductible for tax purposes, primarily the amortization of intangible assets
associated with the Acquisition, resulted in an effective tax rate significantly
higher than the statutory tax rate in both periods.

                  Net Income. Based on the foregoing, the Company experienced
net income of approximately $0.3 million and $1.8 million in the first nine
months of fiscal 1997 and 1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

                  The Company's primary sources of liquidity are internally
generated cash and borrowings under a Credit Agreement among Signature Brands
and a group of Banks represented by Banque Nationale de Paris, New York Branch
("BNP") as agent and as issuer of letters of credit, ("the Bank Credit
Agreement") entered into in connection with the Acquisition.


                                       11
<PAGE>   13



                  Cash flow activity for the first nine months of fiscal 1997
and 1996 is presented in the Consolidated Statements of Cash Flows. During the
first nine months of fiscal 1997, the Company generated approximately $24.3
million in cash flow from operating activities. Net income plus non-cash charges
provided approximately $9.3 million. Changes in working capital components
generated approximately $15.0 million in fiscal 1997, compared with $6.7 million
during the first nine months of fiscal 1996 as a result of improved working
capital management. The decrease in accounts receivable and inventories, which
generated approximately $17.5 million, was offset partially by a reduction in
accounts payable, which required $4.6 million, and is attributable to seasonal
factors.

                  The Company's business is seasonal, with a large portion of
its sales and earnings generated in the first fiscal quarter of the year. During
fiscal 1996, the Company generated approximately 34 percent of its annual net
sales in this quarter.

                  The Company's aggregate capital expenditures during the first
nine months of fiscal 1997 were approximately $3.8 million. The Company
anticipates making $2.4 million of capital expenditures for the remainder of
fiscal 1997. These capital expenditures relate primarily to new product tooling,
information systems and production equipment. Management plans to fund these
capital expenditures with available cash, cash flow from operations and, if
necessary, borrowings under the revolving credit facility provided under the
Bank Credit Agreement.

                  Indebtedness incurred in connection with the Acquisition has
significantly increased the Company's cash requirements and imposes various
restrictions on its operations. The Acquisition and related transactions were
financed with approximately $98 million in borrowings under the Bank Credit
Agreement, approximately $70 million in proceeds from a unit offering of 13%
senior subordinated notes due 2002, (the "Notes") and warrants to purchase
shares of Common Stock at a price of $6.25 per share, and approximately $17.2
million in net proceeds received from the exercise of certain transferable
rights to purchase 3,543,433 shares of Common Stock issued to the stockholders
of the Company. The Notes are generally not redeemable at the option of the
Company until August 15, 1999. For more detailed information, see the Company's
Annual Report on Form 10-K for the year ended September 29, 1996.

                  The Bank Credit Agreement includes a $75.0 million term loan
facility, which is subject to amortization on a quarterly basis in aggregate
annual amounts of $6.0 million, $8.75 million, $17.5 million, $15.0 million and
$19.0 million during fiscal 1997 through fiscal 2001, respectively, and a $60.0
million revolving credit facility. Signature Brands is required to make
prepayments on the term loan and revolving credit facility with a percentage of
Excess Cash Flow (as defined) and 100% of the proceeds from certain asset sales,
issuances of debt and equity securities and extraordinary items outside the
ordinary course of business. The required term loan repayment of $1.0 million
for fiscal 1997 was paid in the second quarter. Signature Brands may also make
optional prepayments, in full or in part, on the term loan.

                  The Bank Credit Agreement and the indenture governing the
Notes contain various customary covenants which the Company was in compliance
with at June 29, 1997. Borrowing availability under the revolving credit
facility at June 29, 1997 was $15.8 million after considering outstanding
letters of credit of $1.0 million, actual borrowings of 


                                       12
<PAGE>   14



$26.3 million, and sufficiency of collateral. Signature Brands' obligations
under the Bank Credit Agreement are secured by substantially all of Signature
Brands' assets and a pledge of all of its issued and outstanding common stock.
Signature Brands' obligations under the Bank Credit Agreement and the Notes are
guaranteed by the Company.

                  Based upon current levels of operations, anticipated sales
growth and plans for expansion, management believes that the Company's cash flow
from operations (including favorable cost savings estimated to be achieved in
the future), combined with borrowings available under the Bank Credit Agreement,
will be sufficient to enable the Company to meet all of its cash operating
requirements over both the short term and the longer term, including scheduled
interest and principal payments, capital expenditures and working capital needs.
This expectation is predicated upon continued growth in revenues in the
Company's core businesses consistent with historical experience, achievement of
operating cash flow margins consistent with historical experience, and the
absence of significant increases in interest rates.

INFLATION

                  Increases in interest rates, the costs of materials and labor,
and Federal, state and local tax rates can significantly affect the Company's
operations. Management believes that the current practices of maintaining
adequate operating margins through a combination of new product introductions,
product differentiation, cost reduction, outsourcing, manufacturing and overhead
expense control and careful management of working capital are its most effective
tools for coping with inflation.

NEW ACCOUNTING PRONOUNCEMENTS

                  During 1995, the Financial Accounting Standards Board ("FASB")
issued two pronouncements which are effective for financial statements for years
beginning after December 15, 1995. The Company has considered the requirements
of Statement of Financial Accounting Standards ("SFAS") No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and has determined that it will not require recognition of any impairment
losses. The Company has also determined to remain within the accounting
prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and
accordingly the implementation of SFAS No. 123, Accounting for Stock-Based
Compensation will result in additional disclosures without any impact on the
statements of operations or financial condition.

                  During 1997, the FASB issued SFAS No. 128 Earnings per Share,
which changes the computation and presentation of earnings per share
information. SFAS No. 128 is effective for financial statements issued for
periods ending after December 15, 1997 and, accordingly, will be adopted by the
Company in the first quarter of the fiscal year beginning October 1998. Adoption
of this statement will not materially impact the current computation and
presentation of earnings per share.

                  During 1997, the FASB also issued SFAS No. 129, Disclosure of
Information about Capital Structure, with an effective date for periods ending
after December 15, 1997; SFAS No. 130 Reporting Comprehensive Income, and SFAS
No. 131, Disclosures about 



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<PAGE>   15


Segments of an Enterprise and Related Information: SFAS No. 130 and 131 are
effective for periods beginning after December 15, 1997. The disclosure
requirements of these standards will, accordingly, be included in the financial
statements of the Company for the appropriate periods relating to fiscal 1998.

ITEM 6.  -  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------

                  (a)   See the Exhibit Index at page 15 of this Form 10-Q.

                  (b)   No reports on Form 8-K were filed during the quarter for
                        which this report is filed.

                                    SIGNATURE

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

                                            SIGNATURE BRANDS USA, INC.
                                            SIGNATURE BRANDS, INC.

Date: August 13, 1997                        /s/ Steven M. Billick
                                            ----------------------------------
                                            Steven M. Billick
                                            Senior Vice President, Treasurer
                                              and Chief Financial Officer



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<PAGE>   16



                                  Exhibit Index
                                  -------------

Exhibit Number  Description of Document
--------------  -----------------------

3.2              Articles of Incorporation of Signature Brands, Inc.
3.4              Code of Regulations of Signature Brands, Inc.
4.4              First Supplemental Indenture Dated as of April 30, 1997 Between
                 Signature Brands, Inc. and Firstar Bank of Minnesota as Trustee
27               Financial Data Schedule



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