<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C., 20549

                                    FORM 10-K

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

  For The Fiscal Year Ended December 31, 1998 Commission File Number: 001-13537

                         INTERNATIONAL HOME FOODS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                   13-3377322
(State or other jurisdiction of         (I.R.S. employer identification number)
incorporation or organization)

        1633 LITTLETON ROAD
           PARSIPPANY, N.J.                              07054
(Address of principal executive offices)               (Zip Code)

(Registrant's telephone number, including area code)  (973-359-9920)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

  Title of each class                    Name of each exchange where registered
  ----------------------                 --------------------------------------
  Common Stock par value                      New York Stock Exchange        
  $0.01 per share                             

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

         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 (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  [  ]

         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 its Form 10-K [ ]

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>

                                                                  Aggregate market value
                                      Outstanding at             held by non-affiliates at
        Class                         February 28, 1999              February 28, 1999
        -----                         -----------------              -----------------
<S>                                   <C>                            <C>                                        
Common stock, par value $0.01            73,334,727                     $444,936,719
</TABLE>

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Portions of registrant's Annual Report to Stockholders for the year
         ended December 31, 1998 are incorporated into Part II.

2.       Portions of the registrant's Proxy Statement to be furnished in
         connection with the 1999 Annual Meeting of Stockholders are
         incorporated into Part III.

<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                       Page Number
<S>           <C>                                                            <C>
    Item 1.     Business                                                          1

    Item 2.     Properties                                                       17

    Item 3.     Legal Proceedings                                                18

    Item 4.     Submission of Matters to a Vote of Security Holders              18

PART II

    Item 5.     Market for Registrant's Common Equity and Related Stockholders   19
                Matters

    Item 6.     Selected Financial Data                                          19

    Item 7.     Management's Discussion and Analysis of Financial Condition and  19
                Results of Operations

    Item 8.     Financial Statements and Supplementary Data                      19

    Item 9.     Changes in and Disagreements with Accountants on Accounting and  19
                Financial Disclosure

PART III

    Item 10.    Directors and Executive Officers of the Registrant               20

    Item 11.    Executive Compensation                                           20

    Item 12.    Security Ownership of Certain Beneficial Owners and Management   20

    Item 13.    Certain Relationships and Related Transactions                   20

    Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K  20
</TABLE>


<PAGE>   3

                                     PART I


ITEM 1.       BUSINESS

                                   THE COMPANY


The Company is a leading North American manufacturer and marketer of a
diversified, well-established portfolio of shelf-stable food products with
popular brand names. Prior to November 1, 1996, the Company was an indirect
wholly-owned subsidiary of American Home Products Corporation ("American Home
Products"). Effective on November 1, 1996, an affiliate of Hicks, Muse, Tate &
Furst, Incorporated ("Hicks Muse") acquired 80% of the outstanding capital stock
of the Company from American Home Products for approximately $1,225.6 million in
cash in a transaction treated as a recapitalization for financial accounting
purposes. Also effective on November 1, 1996, the Company acquired all of the
outstanding capital stock of Heritage Brands Holdings, Inc. ("Heritage") from an
affiliate of Hicks Muse for approximately $70.8 million in cash in a transaction
treated as a purchase for financial accounting purposes. Heritage manufactures
and markets the Company's Campfire branded products. In connection with these
transactions, the Company incurred approximately $1,070.0 million of
indebtedness, consisting of $670.0 million of borrowings under the Company's
senior secured credit facilities ("the Senior Bank Facilities") and the issuance
of $400.0 million principal amount of the Senior Subordinated Notes due 2006
("Senior Subordinated Notes").

On July 1, 1997, the Company consummated the acquisition of substantially all of
the assets of Bumble Bee Seafoods, Inc. and its operating subsidiaries ("Bumble
Bee Seafoods") for approximately $163.1 million in cash, including fees, and the
assumption of certain liabilities, including trade payables and certain accrued
liabilities. Bumble Bee(R) is one of the leading brands of premium canned
seafood in the U.S. and the leading brand of canned white meat tuna and canned
salmon in the U.S. The assets acquired consisted primarily of inventory,
accounts receivable, property, plant and equipment and trademarks used by the
Bumble Bee Business for the processing and marketing of the Company's Bumble Bee
canned seafood products. Prior to this transaction, Bumble Bee Seafoods was
highly leveraged and had capital constraints which limited Bumble Bee Seafoods'
ability to source raw materials and most effectively market its products. To
facilitate the purchase of the Bumble Bee Business by the Company free and clear
of existing liens, Bumble Bee Seafoods filed for bankruptcy. In connection with
the transaction, the Company increased its borrowings under the Senior Bank
Facilities by $110.0 million. The remainder of the purchase price was provided
from the Company's available cash on hand.

On October 1, 1997 the Company acquired Productos Del Monte S.A. de C.V.
("Productos Del Monte") from an affiliate of Hicks Muse for 3,127,415 shares of
Common Stock. Productos Del Monte is a leading manufacturer and marketer of
branded catsup, canned vegetables and bottled salsa in Mexico. The acquisition
of Productos Del Monte was treated as a combination of entities under common
control. Accordingly, the historical accounting values of Productos Del Monte
were carried over for financial accounting purposes.


 

                                        1
<PAGE>   4


                             THE COMPANY (Continued)

On October 1, 1997, the Company acquired Creative Products, Inc. of Rossville
("Creative Products") for approximately $52.0 million in cash. The acquisition
was funded through borrowings under the Company's Senior Bank Facilities.
Creative Products is the leading manufacturer of cooking spray sold to private
label customers and food service operators. In addition, Creative Products
manufactures on a contract basis a number of health and beauty aid products,
including hair mousses, hair sprays and deodorants. The acquisition of Creative
Products was treated as a purchase for financial accounting purposes.

On November 21, 1997, the Company acquired substantially all of the assets of
Orleans Seafood, Inc. ("Orleans") for $26.9 million, including transaction
fees. Orleans(R) is a specialty canned seafood manufacturer and marketer. The
acquisition was funded through borrowings under the Company's Senior Bank
Facilities.

On March 9, 1998, the Company, through its Canadian subsidiary, International
Home Foods (Canada), Inc., purchased certain assets relating to the Puritan(R)
stews and canned meats business ("Puritan") from Unilever's T. J. Lipton Canada
division for a total purchase price of approximately $41.0 million, including
transaction fees. The acquisition was funded with borrowings under the Company's
Senior Bank Facilities. Puritan is the largest processor and marketer of canned
stews and meats in Canada, with products marketed under the Puritan and Fraser
Farms brand names.

On April 14, 1998, the Company acquired all of the stock of Grist Mill Co.
("Grist Mill") for approximately $112.8 million, including transaction fees. The
Company financed the acquisition with borrowings under its Senior Bank
Facilities. Grist Mill(R) is a manufacturer and distributor of store brand and
value-priced branded food products including ready-to-eat cereals, fruit snacks,
granola bars, fruit-filled cereal bars, crisp rice marshmallow bars and
preformed pie crusts.

On September 8, 1998 the Company, through its subsidiary Trenton Home Foods,
Inc., acquired the Libby's(R) brand of retail and international canned meat
products, the Spreadable(R)and Broadcast(R) brands, and the Trenton, Missouri
manufacturing facility for those products ("Libby's"), from Nestle USA, Inc. for
approximately $129.4 million, including transaction fees. The Company, through a
fifteen year license agreement with Nestle will continue to use the Libby's
trademark. In addition, the Company and Nestle have entered into a long-term
supply agreement through December 31, 2002, with three additional one-year terms
at the option of Nestle, under which the Company will continue to manufacture
Nestle food service products at the facility in Trenton, Missouri. This supply
agreement provides that the Company is reimbursed for the variable cost per
case, as defined, for all product which has been produced and packaged by the
Company and shipped on behalf of Nestle, plus an amount paid quarterly which
approximates the Company's fixed costs for such period. The Company financed the
acquisition of the Libby's canned meat business with borrowings under its Senior
Bank Facilities. Libby's is a leading domestic manufacturer, importer and global
marketer of canned meat products, including Vienna sausages, corned beef,
salmon, hash and chili.

On January 19, 1999, the Company, through its subsidiary Bumble Bee Seafoods
acquired the canned seafood brands (Clover Leaf(R) and Paramount(R) and
business of British Columbia Packers from George Weston, Ltd. of Canada for a
total purchase price of approximately $38.0 million including transaction fees.
The acquisition was funded through borrowings under the Company's Senior Bank
Facilities.


                                        2


<PAGE>   5

                             THE COMPANY (Continued)

The Company's well-established portfolio of shelf-stable food products includes
Chef Boyardee(R) prepared foods, Bumble Bee premium canned seafood, Libby's
canned meats, Pam(R) cooking spray and Gulden's(R) mustard. In the United 
States, 12 of the Company's 16 principal branded product lines command the
number one position in their defined markets during 1998. Many of the Company's
brands also command leading market positions in Canada, Mexico and Puerto Rico.
The Company's portfolio of leading brands provides the Company with a strong
presence in the United States as well as an attractive platform for continued
international expansion. The Company's brand name business is complemented by
growing food service and private label businesses and sales to the U.S.
military.

                              PRODUCTS AND MARKETS

     The Company has three reportable business segments - Branded Products,
Seafood, and Private Label and Foodservice. Branded Products is defined as U.S.
grocery sales for the following products: Chef Boyardee, Libby's brand of canned
meats, Southwest brands (Luck's(R), Ro*Tel(R), Dennison's(R) and Ranch Style(R)
Brands), Specialty brands (PAM, Polaner(R), Gulden's, Maypo(R), Wheatena(R),
Maltex(R), and G. Washington's(R) and Snack brands (Crunch'n Munch(R), Jiffy
Pop(R) and Campfire(R)). Seafood includes all grocery, private label and food
service sales for the Bumble Bee, Orleans and Libby's brands of canned seafood
products. The Paramount and Clover Leaf brands acquired in January 1999 will be
reported in the Seafood segment. Private Label and Foodservice includes all
private label canned pasta, cooking spray, fruit snacks, ready-to-eat cereals,
wholesome snack bars, pie crust, personal care products and sales to foodservice
distributors. The All Other category is comprised of sales to the military and
the International division which includes branded, private label and foodservice
sales in Canada, Mexico, Puerto Rico, as well as export sales.

     The Company sells the products in each of its segments primarily to grocery
wholesalers and distributors, grocery stores and supermarkets, convenience
stores, drug and mass merchants and warehouse clubs.

     Additional financial information about the Company's business segments is
incorporated by reference from Note 24 of the Notes to Consolidated Financial
Statements on pages 51 and 52 of the 1998 Annual Report.

     References to market, category, segment sales, market share percentages and
market positions reflect grocery sales dollars for the 52-week period ended
January 16, 1999, as gathered by A.C. Nielsen for United States markets.

BRANDED PRODUCTS

     CHEF BOYARDEE. The Chef Boyardee product line consists of canned pasta,
microwave pasta, pizza kits, dry dinners, pizza and spaghetti sauces and private
label canned pasta. Management believes that Chef Boyardee products appeal to
families with children because they are generally convenient, nutritionally
sound and inexpensive relative to other quick meal and snacking alternatives.




                                        3
<PAGE>   6

BRANDED PRODUCTS, (Continued)

     The Company separates the canned pasta product line into two categories:
"All Family" and "Kids". The "All Family" category represents canned pasta
products primarily consumed by children over the age of six as well as adults.
The "Kids" category represents canned pasta products typically consumed by
children age six and under. The Company's "All Family" canned pasta line
consists primarily of Beef Ravioli, Overstuffed Ravioli and Mini-Ravioli, in
both regular and 99% fat-free product offerings, as well as Spaghetti &
Meatballs and Beefaroni. The Company's "Kids" canned pasta line features the
Chef Jr. line which includes shapes such as ABC's, 123's, aliens and dinosaurs
and is specially formulated to appeal to younger children.

     As the table below indicates, Chef Boyardee is the leading brand in the
canned pasta category with a 55% market share in 1998, followed by the Campbell
Soup Company's Franco American brand at 36%. The remaining nine percent of this
category is fragmented, with private label accounting for approximately seven
percent.

<TABLE>
<CAPTION>

                                                                              1998 Market Share         
                                                                   ------------------------------------
                                                                    Chef           Franco
         Categories                                Size            Boyardee       American        Other
                                           (Dollars in millions)
<S>                                        <C>                    <C>            <C>            <C>
     "All Family"                                  $310              78%            12%            10%
     "Kids"                                         201              20%            73%             7%
                                                   ----
         Total Canned Pasta                        $511              55%            36%             9%
                                                   ====
</TABLE>

     As indicated in the table above, Chef Boyardee holds a dominant position in
its core "All Family" category while Franco American products have the number
one position in the "Kids" category. Management believes that its "All Family"
products compete primarily within the broader category of prepared or quick
meals.

     Management intends to continue to build Chef Boyardee's brand equity
through strong advertising support and packaging that aggressively promote the
Chef Boyardee brand name. In addition, management believes that sales of Chef
Boyardee products can be enhanced by (i) leveraging the Company's dominant
position in the "All Family" category by targeting advertising campaigns toward
moms and children ages 9 to 13, the older segment of the brand's traditional
consumer base, (ii) encouraging greater use of Chef Boyardee products,
particularly as an after-school snack, (iii) the introduction of new products 
that appeal to older children and adults, and (iv) promoting the nutritional 
benefits of Chef Boyardee, including its 99% fat-free products, versus other 
quick meal alternatives.

     LIBBY'S CANNED MEATS. The Libby's product line includes Vienna sausages,
corned beef, potted meat, hash and chili. Libby's is the second leading brand in
the $224.6 million canned meat category, with a 25% market share. Armour is the
market leader with a 33% market share. Libby's is the leader in the corned beef
segment with a 37.0% market share and is second in the Vienna sausage and corned
beef hash segments with a 25.8% and 19.5% market share, respectively. Similar to
the Company's other canned product lines, the Company believes that Libby's
products appeal to consumers because they are convenient to prepare and provide
nutritional benefits at an affordable price.





                                        4

<PAGE>   7
 

BRANDED PRODUCTS, (Continued)

     SOUTHWEST BRANDS. The Company offers products in the growing southwestern
cuisine market on a national basis with tomato-based items and on a regional
basis with beans and chili. Canned beans and chili were $964.6 million and
$317.6 million categories in 1998, respectively, with the Western and Southern
regions representing approximately 73% of total U.S. chili volume. Tomatoes with
green chilies was a $45.6 million category in 1998, within the $490.2 million
canned tomato category, with the Southern region representing approximately 62%
of total U.S. volume.

     Ro*Tel. The Company's Ro*Tel brand is primarily sold in the Southern and
Western regions of the U.S. On a national basis, Ro*Tel has a 7% share of
canned tomatoes and 80% share of tomatoes with green chilies. The Company
competes with Hunt's and Del Monte products in these categories. The Company
plans to expand the brand through product line extensions and geographical
expansion. The brand is known as a zesty, robust and flavorful tomato
ingredient used primarily in combination with processed cheese as a dip for
tortilla chips. The Company's marketing strategy for Ro*Tel has primarily
consisted of only print advertising campaigns and on-package recipes. In 1998
the Company began its first televised advertising campaign, in combination with
the print advertising, which features Ro*Tel as the secret ingredient that can
be used to enhance traditional dishes.

     Ranch Style. The Ranch Style product line consists of pork `n beans, baked
beans, refried beans, ingredient beans, chili and beef-stew. The brand is
marketed primarily in the southwestern United States where it led the region
with a 21% share of the miscellaneous canned bean market in 1998 and a 40% share
of the pork and beans market in 1998. With ingredients that are low in fat and
high in protein, Ranch Style products are positioned to satisfy the growing
trend toward healthy eating. The Company expanded the line offerings by
introducing four new baked bean items in 1997 and a line of refried beans in
1998, as well as beans with sweet onions. Ranch Style has had a presence in
Mexico for over five years and management believes that sales of the brand can
be expanded in this market. On a combined basis, Ranch Style led the canned bean
category in the Southwest with a 26% market share in 1998.

     Luck's. Luck's is the leader in the $63.8 million miscellaneous bean market
in the Southeast with a 32% market share in 1998. The Luck's product line
primarily includes bean products known for their traditional southern-style
flavor. In March 1998, the Company launched it's first entry into the baked
beans category and supported it with television advertising, coupons and in-
store demos. The successful launch has given Luck's a 5.9% share of the baked
beans category in the Southeast.

     Dennison's. Dennison offers a complete line of chili including con carne
with and without beans, extra hot chili, reduced fat, turkey and vegetarian
chili. These products are marketed as the "Stand-Up" chili with a distinctly
extra thick and hearty profile. The brand has traditionally been marketed in the
West where it had a 17% share of the region's $124.9 million chili market in
1998.

     SPECIALTY BRANDS. The Company's specialty brands include PAM cooking spray,
Gulden's mustard, Polaner fruit spreads, Maypo, Wheatena and Maltex hot
cereals, and G. Washington's dry seasonings and broths.

     PAM. The Company's PAM products include Original, Butter and Olive Oil
non-stick cooking sprays. The Company's advertising and marketing strategy for
PAM emphasizes that it is the only all-natural cooking spray for healthy,
low-fat cooking. As a result of PAM's image and performance, the brand enjoys a
loyal customer base and a premium price.

                                        5
<PAGE>   8

SPECIALTY BRANDS, (Continued)

     In grocery outlets, the non-stick cooking spray category has grown at a
compound annual rate of approximately 8% from 1993 to 1998. Management believes
that this rapid sales growth has been driven by a trend toward healthier eating
and cooking. Several well known chefs and numerous cookbook and magazine recipes
have advocated cooking sprays in lieu of fattier oils and spreads. PAM is the
market leader in the $168.6 million non-stick cooking spray category with 49% ,
while CPC International, Inc's Mazola, Proctor & Gamble's Crisco and Unilever's
Shedd's had market shares of 14%, 4% and 2%, respectively. Private label
accounts for most of the remaining market share with approximately 22%, of which
Creative Products (acquired by the Company in 1997) produced the majority.

     Management intends to capitalize on PAM's premium image and the trend
toward healthier eating by identifying and promoting new usage occasions through
print and television advertising campaigns and on-package and in-store recipe
suggestions. In 1998, the Company introduced two new flavors, garlic and lemon,
which currently have approximately a 5% market share in total. In addition, 
the company has begun to distribute PAM in Mexico.

      Gulden's. Gulden's mustard is the leader in the brown mustard segment with
a 47% market share in 1998, followed by French's Deli Style with a 24% market
share. Brown mustard is a $43.2 million segment of the $292.6 million mustard
category. The brown mustard grocery segment grew at a compound annual rate of 8%
between 1993 and 1998. The Company continued to build its presence within the
category with the introduction of Gulden's zesty honey mustard in July 1998.

     Polaner. The Polaner brand is comprised of a broad array of products
competing within the general fruit spread (including jams, jellies, preserves
and fruit-juice-sweetened spreads) and wet spices markets. The Company sold
Polaner in February 1999 for $30.0 million.

     Other. A number of smaller brands complete the Company's specialty brands
portfolio, including Maypo, Wheatena and Maltex hot cereals and G. Washington's
dry seasonings and broths.

     SNACK BRANDS. In the snack food category, the Company's brands include
Crunch 'n Munch glazed popcorn and pretzels, Campfire marshmallows and
marshmallow crisp rice bars and Jiffy Pop unpopped popcorn.

     Crunch 'n Munch. Crunch 'n Munch, a combination of popcorn and fresh dry
roasted peanuts coated with a butter toffee glaze, is offered in four flavors
(Buttery Toffee, Caramel, Almond Supreme and Fat Free Buttery Toffee). Crunch 'n
Munch is positioned as a snack to satisfy the salty and sweet cravings of
consumers. The Company believes that the brand's new contemporary package
design, as well as further product line extensions such as the 1997 introduction
of its fat-free product and the 1998 introduction of Crunch 'n Munch Glazed
Pretzels, will allow it to increase its consumer base. Moreover, management
believes that the brand can achieve significantly higher levels of sales with
increased marketing support.

     Glazed popcorn was a $60.7 million category in 1998. Glazed popcorn
products are purchased by consumers of all ages. Younger households are more
likely to purchase Borden, Inc.'s Cracker Jack brand due to its appeal to kids,
while older households are more likely to purchase Crunch 'n Munch due to its
appeal to adults. During 1998, Crunch 'n Munch commanded a 41% market share,
followed by Cracker Jack at 33%. No other competitor accounts for more than 10%
of the market.

                                        6
<PAGE>   9


SNACK BRANDS, (Continued)

     Campfire marshmallows. The Campfire brand name is the oldest brand name in
the marshmallows category. Campfire marshmallow is the second leading brand in
the $108.1 million grocery marshmallow market with a 10% market share in 1998.
Favorite Brands, Inc.'s Jet Puff brand is the market leader with a 46% market
share, with private label accounting for the balance of the market.

SEAFOOD

     Seafood includes all grocery, private label and foodservice sales for the
Bumble Bee, Orleans and Libby's brands of canned seafood products. Bumble Bee is
one of the leading brands of premium canned seafood products in the U.S. The
Bumble Bee product line consists principally of canned white meat tuna, canned
light meat tuna and canned salmon. Bumble Bee holds a number one share of the
canned white meat tuna market and the canned salmon market and is the third
leading brand in the canned light meat tuna market. Similar to the Company's
Chef Boyardee product line, management believes that Bumble Bee products appeal
to consumers because they are convenient to prepare and more nutritious relative
to other quick meal and snacking alternatives. In 1998, the Company acquired the
Libby's brand of canned salmon.

     The 1998 canned tuna market in the U.S. is approximately $1.2 billion and
is generally segmented into two main categories, white meat ($487.5 million) and
light meat ($656.0 million). White meat tuna is processed from albacore tuna and
has a superior quality image and premium price compared to light meat tuna
(which is processed from skipjack and yellowfin tuna) due to its milder flavor,
lighter color and firmer texture. The Company's canned white meat tuna product
line has significantly higher gross margins than the Company's light meat tuna
products.

     As the table below indicates, Bumble Bee is the market leader in the white
meat canned tuna segment with a 40% market share in 1998, followed by H. J.
Heinz Company's Starkist brand and Chicken of the Sea International's, Chicken
of the Sea brand. In the light meat canned tuna segment, Bumble Bee is the third
leading brand with a 15% market share in 1998. Private label represents 6% and
16% of the canned white meat market and canned light meat tuna market,
respectively. In addition to Bumble Bee's leading market positions in canned
tuna, Bumble Bee is also the market leader in canned salmon with a 20% market
share in 1998.

<TABLE>
<CAPTION>

                                                                           1998 Market Share 
                                                            ---------------------------------------------------
             Categories                    Size             Bumble Bee   Starkist  Chicken of the Sea     Other
                                   (Dollars in millions)
<S>                                <C>                     <C>          <C>            <C>             <C>
     Canned White Meat Tuna                $487                40%          33%            15%             12%
     Canned Light Meat Tuna                $656                15%          50%            17%             18%
</TABLE>

     Prior to the acquisition of Bumble Bee Seafoods by the Company, sales of
Bumble Bee products suffered as a result of being owned by a financially
troubled company that was highly leveraged and had capital constraints which
limited Bumble Bee Seafoods' ability to source raw fish and effectively market
its products. To help stimulate sales of Bumble Bee products,

                                        7


<PAGE>   10

SEAFOOD, (Continued)

management is (i) introducing complementary products under the Bumble Bee brand
name that emphasize the convenience and nutritional benefits of canned seafood,
(ii) broadening the distribution of Bumble Bee products to include alternative
markets such as food service operators and (iii) aggressively sourcing albacore
tuna for Bumble Bee canned white meat tuna.

PRIVATE LABEL AND FOODSERVICE

     Private Label and Foodservice includes all private label canned pasta,
cooking spray, fruit snacks, ready-to-eat cereals, wholesome snack bars, pie
crust, personal care products and sales to foodservice distributors. Private
label sales totaled $200.4 million in 1998. The Company has become the leading
private label manufacturer of fruit snacks, ready-to-eat cereals and wholesome
snack bars with the acquisition of Grist Mill in 1998. The Company is also the
leading manufacturer of private label cooking spray with its 1997 acquisition of
Creative Products.

     The Company also supplies many of its products to restaurants,
institutions, schools, ballparks, the vending trade, distributors and chain
accounts. In 1998, this accounted for sales of $49.5 million. In addition, the
Company has implemented a number of initiatives to expand the penetration of its
branded products in the food service industry, including broadening its product
lines to meet the specialized needs of the food service industry and increasing
its marketing and sales efforts. Management believes that opportunities exist
for additional growth in food service sales. 

ALL OTHER

     The Company's Branded Products, Seafood, Private Label and Foodservice
business segments in the United States are complemented by sales to the military
and a strong international presence in Canada, Mexico and Puerto Rico.

     Canada. The Company manufacturers and markets Chef Boyardee canned pasta,
PAM cooking spray, Crunch 'n Munch glazed popcorn, Puritan stews and canned
meats and certain other products in Canada. The Company commands the number one
market share position in canned pasta, stews and meatballs and cooking spray
sales in Canada, with Chef Boyardee canned pasta, Puritan and PAM.

     Mexico and Puerto Rico. Through the Company's subsidiary, Productos Del
Monte, the Company is a leading manufacturer and marketer of branded catsup,
canned vegetables and bottled salsa in Mexico. The Company intends to expand
sales of its U.S. products in Mexico, initially targeting PAM and Ranch Style,
and plans to use Productos Del Monte's sales and distribution capabilities to
achieve this strategy. In addition, the Company markets Chef Boyardee canned
pasta, Crunch 'n Munch and Jiffy Pop in Puerto Rico.

     Military. The Company sells many of its products to military bases both in
the U.S. and internationally. Products sold to the military totaled $21.5
million in 1998 and include Chef Boyardee canned pasta, PAM cooking spray,
Crunch 'n Munch glazed popcorn, Polaner fruit spreads and Ranch Style beans.



                                        8
<PAGE>   11

     The Company's recognizable portfolio of leading brands provides a critical
mass of brand name sales that (i) allows the Company to realize synergies in
manufacturing, marketing, distribution and raw material sourcing, (ii) creates a
position of strength with retailers that is critical in maintaining and securing
valuable retail shelf space for existing and new brands and (iii) provides a
strong platform for introducing product line extensions and new products.

     See also "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 23 through 29 of the Company's 1998 Annual
Report, which is incorporated herein by reference.

                                    INDUSTRY

     The U.S. food industry is characterized by relatively stable growth based
on modest price and population increases. Over the last ten years, the industry
has experienced consolidation as competitors have shed non-core business lines
and made strategic acquisitions to complement category positions, maximize
economies of scale in raw material sourcing and production and expand retail
distribution. The importance of sustaining strong relationships with retailers
has become a critical success factor for food companies and is driving many
initiatives such as category management and continuous replenishment programs.
Food companies with category leadership positions and strong retail
relationships have increasingly benefited from these initiatives as a way to
maintain shelf space and maximize distribution efficiencies.


                                    MARKETING

     The Company's marketing programs consist of advertising, consumer
promotions and trade promotions. The Company's advertising program is comprised
of television, radio, newspaper and magazine advertising aimed at increasing
consumer awareness of the Company's brands and building consumer loyalty.
Consumer promotions include targeted coupons and on-package offers designed to
generate trial usage and increase purchase frequency. The Company's trade
promotions focus on obtaining retail display support, achieving key price points
and securing retail shelf space.

                                  RAW MATERIAL

     The primary raw materials used in the Company's operations include tin
cans, flour, meat, tomatoes, tuna, salmon, corn, beans and peanuts. All of the
Company's raw materials are widely available from numerous suppliers, other than
white albacore tuna processed by Bumble Bee, for which there is limited
worldwide supply and a limited number of suppliers.





                                        9
<PAGE>   12


                                   TRADEMARKS

     The Company owns a number of registered trademarks, including Chef
Boyardee, Bumble Bee, PAM, Franklin Crunch 'n Munch, Spreadables, Gulden's,
Jiffy Pop, Dennison's, Luck's, Ranch Style, Ro*Tel, Campfire, Marshmallow
Munchie, Puritan, Fraser Farms, Orleans, Clover Leaf, Paramount, Harris,
Broadcast, Wheatena, Maypo, Maltex and G. Washington's. Libby's canned meats are
registered trademarks licensed to the Company. Registration of the Chef Jr.
trademark is pending. Management is not aware of any fact that would have a
materially adverse impact on the continuing use of these trademarks.

                                   COMPETITION

     The food products business is highly competitive. Numerous brands and
products compete for shelf space and sales, with competition based primarily on
brand recognition and loyalty, price, quality and convenience. The Company
competes with a significant number of companies of varying sizes, including
divisions or subsidiaries of larger companies. A number of these competitors
have broader product lines as well as substantially greater financial and other
resources available to them. 

                                    EMPLOYEES

     As of December 31, 1998, the Company employed approximately 5,637 people.
Approximately 38% of the Company's employees are unionized. Approximately 66% of
the unionized employees are represented by the United Food & Commercial Workers
International Union (part of the AFL-CIO) and have collective bargaining
agreements which extend into the year 2001. Approximately 18% of the unionized
employees are represented by the American Federation of Grain Millers ("AFGM")
whose contract expired in February 1999. The Company and AFGM are renegotiating
a collective bargaining agreement. Approximately 10% of the unionized employees
are represented by the National Syndication of Workers from the Refrigeration
Industry and Packers of Food Products whose contract expires in December 1999.
Approximately 4% of the unionized employees are represented by the Teamsters
Union, whose contract expires in March 2001. Approximately 2% of the unionized
employees are represented by the Bakery Confectionary and Tobacco Workers
International Union whose contract expires December 2001.

                      CERTAIN LEGAL AND REGULATORY MATTERS

     Food Safety and Labeling. The Company is subject to the Food, Drug and
Cosmetic Act and regulations promulgated thereunder by the Food and Drug
Administration (FDA). This comprehensive regulatory program governs, among other
things, the manufacturing, composition and ingredients, labeling, packaging and
safety of food. In addition, the Nutrition Labeling and Education Act of 1990
prescribes the format and content of certain information required to appear on
the labels of food products. The Company is subject to regulation by certain
other governmental agencies, including the U.S. Department of Agriculture.
Although the Company has voluntarily recalled products from time to time in the
past, no such recall has had a material effect on the Company's results of
operations.

     A private interest group in California has sent notice to the Company
maintaining that Bumble Bee Seafood, and others, are not in compliance with
certain warning requirements of Proposition 65. Proposition 65 requires that
products sold in California which contain certain chemicals listed by the State
as being carcinogens above certain safety levels, must be labeled with a
warning.








                                       10
<PAGE>   13

                CERTAIN LEGAL AND REGULATORY MATTERS, (Continued)

     Specifically, the notice alleges that the Company and others have exposed
members of the public to mercury, methyl mercury and/or other mercury compounds,
without first giving warning to such persons in accordance with California
Health and Safety Code Section 25249.6. The Company is presently evaluating the
merits of the claims underlying the notice. Should the Company be required to
comply with the labeling requirements of Proposition 65, sales of tuna products
only in California may be adversely effected.

     The operations and products of the Company are also subject to state and
local regulation through such measures as licensing of plants, enforcement by
state health agencies of various state standards and inspection of facilities.
Enforcement actions for violations of federal, state and local regulations may
include seizure and condemnation of products, cease and desist orders,
injunctions or monetary penalties. Management believes that the Company's
facilities and practices are sufficient to maintain compliance with applicable
government regulations, although there can be no assurances in this regard.

     Federal Trade Commission. The Company is subject to certain regulations by
the Federal Trade Commission (FTC). Advertising of the Company's products is
subject to regulation by the FTC pursuant to the Federal Trade Commission Act
and the regulations promulgated thereunder.

     Employee Safety Regulations. The Company is subject to certain health and
safety regulations, including regulations issued pursuant to the Occupational
Safety and Health Act. These regulations require the Company to comply with
certain manufacturing, health and safety standards to protect its employees from
accidents.

     Environmental. The Company's operations and properties are subject to a
wide variety of increasingly complex and stringent federal, state and local laws
and regulations governing the use, storage, handling, generation, treatment,
emission, release, discharge and disposal of certain materials, substances and
wastes, the remediation of contaminated soil and groundwater, and the health and
safety of employees. As such, the nature of the Company's operations exposes it
to the risk of claims with respect to environmental matters.

     The Company has responsibility for environmental, safety, and cleanup
obligations under various local, state and federal laws, including the
Comprehensive Environmental Response, Compensation and Liability Act, commonly
known as Superfund. Based upon its experience to date, the Company believes that
the future cost of compliance with existing environmental laws, regulations
and decrees and liability for known environmental claims, will not have a
material adverse effect on the Company's financial statements as a whole.
However, future events, such as changes in existing laws and regulations or
their interpretation, and more vigorous enforcement policies of regulatory
agencies, may give rise to additional expenditures or liabilities that could be
material.

     Insurance. The Company maintains general liability, product liability,
property, workers' compensation and other insurance in amounts and on terms that
it believes are customary for companies similarly situated.

     Litigation. The Company, in the ordinary course of business, is involved in
various legal proceedings. The Company does not believe the outcome of these
proceedings will have a material adverse effect on the Company's financial
position, results of operations or cash flows.

                                       11


<PAGE>   14

                    RISK ASSOCIATED WITH BUSINESS ACTIVITIES

     Substantial Leverage. The Company is highly leveraged. At December 31,
1998, the Company had outstanding indebtedness of $1,217.1 million including
$811.5 million under the Senior Bank Facilities, $400.0 million of the Company's
Senior Subordinated Notes and a $5.6 million term loan related to it's Grist
Mill facility. A substantial portion of the cash flow from the Company's
operations will be applied to service the Company's obligations in respect of
its indebtedness for the foreseeable future. In addition to periodic interest
payments, the Company is required to make semiannual repayments of the term
loans under its Senior Bank Facilities and is further required to apply a
portion of its excess cash flow to repay the loans thereunder.

     The Company's high degree of leverage could have important consequences to
the holders of the Common Stock, including but not limited to the following: (i)
the Company's ability to obtain additional financing for working capital,
capital expenditures, acquisitions, general corporate purposes or other purposes
may be impaired in the future, (ii) a substantial portion of the Company's cash
flow from operations must be dedicated to the payment of principal and interest
on its indebtedness, thereby reducing the funds available to the Company for
other purposes, (iii) certain of the Company's borrowings are at variable rates
of interest (including borrowings under the Senior Bank Facilities), which
expose the Company to the risk of increased interest rates, (iv) the Company may
be substantially more leveraged than certain of its competitors, which may place
the Company at a competitive disadvantage and (v) the Company's substantial
degree of leverage may limit its flexibility to implement its business strategy
and adjust to changing market conditions, reduce its ability to withstand
competitive pressures and make it more vulnerable to a downturn in general
economic conditions or its business.

     The Company's ability to make scheduled payments or to refinance its
obligations with respect to its indebtedness will depend on its financial and
operating performance, which in turn will be subject to prevailing economic
conditions and to certain financial, business and other factors beyond its
control. If the Company's cash flow and capital resources are insufficient to
fund its debt service obligations, the Company may be forced to reduce or delay
planned expansion and capital expenditures, sell assets, obtain additional
equity capital or restructure its debt. There can be no assurance that the
Company's operating results, cash flow and capital resources will be sufficient
for payment of its indebtedness in the future. In the absence of such operating
results and resources, the Company could face substantial liquidity problems and
might be required to dispose of material assets or operations to meet its debt
service and other obligations, and there can be no assurance as to the timing of
such sales or the proceeds that the Company could realize therefrom.

     Restrictive Debt Covenants. The Senior Bank Facilities and the indenture
related to the Senior Subordinated Notes (the "Indenture") contain a number of
significant covenants that, among other things, restrict the ability of the
Company and its subsidiaries to dispose of assets, incur additional
indebtedness, incur guarantee obligations, repay other indebtedness or amend
other debt instruments, pay dividends, create liens on assets, enter into
leases, make investments, loans or advances, make acquisitions, engage in
mergers or consolidations, make capital expenditures, engage in certain
transactions with subsidiaries and affiliates and otherwise restrict corporate
activities. In addition, the Company is required to comply with specified
financial ratios and satisfy certain financial condition tests. The Company's
ability to

                                       12



<PAGE>   15

              RISK ASSOCIATED WITH BUSINESS ACTIVITIES (Continued)

comply with such agreements may be affected by events beyond its control,
including prevailing economic, financial and industry conditions. The breach of
any of such covenants or restrictions could result in a default under the
Seniors Bank Facilities or the Indenture, which would permit the senior lenders
or the holders of the Senior Subordinated Notes, as the case may be, to declare
all amounts borrowed thereunder to be due and payable, together with accrued and
unpaid interest. If the Company were unable to repay its indebtedness to its
senior lenders, such lenders could proceed against the collateral securing such
indebtedness. If the indebtedness under the Senior Bank Facilities or the Senior
Subordinated Notes were to be accelerated, there can be no assurance that the
assets of the Company would be sufficient to repay in full such indebtedness and
the other indebtedness of the Company.

     General Risks of Food Industry. The food products manufacturing industry is
subject to the risk of adverse changes in general economic conditions; the
effects of retail consolidation; adverse changes in local markets resulting in
greater risks inherent in the limited shelf life of food products in case of
oversupply; lack of attractiveness of a particular food product line after its
novelty has worn off; evolving consumer preferences and nutritional and
health-related concerns; federal, state and local food processing controls;
consumer product liability claims; the risk of product tampering; and the
availability and expense of insurance.

     Dependence on Raw Materials. The primary raw materials used in the
Company's operations include tin cans, flour, meat, tuna, salmon, tomatoes,
corn, beans and peanuts. All of the Company's raw materials are generally
available from numerous suppliers, other than white albacore tuna processed by
the Bumble Bee Business, for which there is limited worldwide supply and a
limited number of suppliers. The prices of many of these raw materials are
affected by, among other things, agricultural policies of the United States
government and weather conditions. Movement in the price level of these raw
materials can have a corresponding impact on finished product costs, and hence,
gross margins. The ability of the Company to pass through increases in costs of
raw materials to its customers is dependent upon competitive conditions and
pricing methodologies employed in the various markets in which the Company
operates.

     Implementation of Business Strategy; Strategic Acquisitions. The Company
intends to pursue a business strategy of increasing sales and earnings in its
business through growing sales of existing brands and achieving cost savings. No
assurance can be given that the Company will be successful in implementing this
strategy.

     The Company also intends to pursue a business strategy of growth through
strategic acquisitions. The Company cannot predict whether it will be successful
in pursuing any acquisition opportunities or what the consequences of any
acquisitions would be. No assurance can be given that any strategic acquisition
will be consummated or that, if consummated, it will be successful. The
Company's acquisition strategy involves numerous risks, including difficulties
in the integration of the operations, systems and management of acquired
businesses and the diversion of management's attention from other business
concerns. Under the terms of the Senior Bank Facilities, the Company may be
required to obtain the consent of the lenders in order to consummate
acquisitions in certain circumstances. There can be no assurance as to whether,
or the terms on which, the lenders would grant any such consent. Moreover,
depending on the nature, size and timing of future acquisitions, the Company may
be required to raise additional financing. There can be no assurance that the
Senior Bank Facilities, the Indenture or any other loan agreement to which the
Company may become a party will permit such additional financing, and there can
be no assurance that any additional financing will be available on terms
acceptable to the Company, or at all.


                                       13

<PAGE>   16

              RISK ASSOCIATED WITH BUSINESS ACTIVITIES (Continued)


     Competition. The food products business is highly competitive. Numerous
brands and other products compete for shelf space and sales, with competition
based primarily on brand recognition and loyalty, price, quality and
convenience. The Company competes with a significant number of companies of
varying sizes, including divisions or subsidiaries of larger companies. A number
of these competitors have broader product lines as well as substantially greater
financial and other resources available to them and lower fixed costs, and there
can be no assurance that the Company can compete successfully with such other
companies. In addition, many of the Company's competitors may be substantially
less leveraged. Competitive pressures or other factors could cause the Company's
products to lose market share or result in significant price erosion, which
could have a material adverse effect on the Company.

CONTROL BY PRINCIPAL STOCKHOLDER; RELATIONSHIP WITH PRINCIPAL STOCKHOLDER AND
MANAGEMENT.

     Hicks Muse and certain of its officers, employees and affiliates own or
control a majority of the outstanding shares of Common Stock and, accordingly,
will be able to (i) direct the election of a majority of the members of the
Board of Directors of the Company and therefore direct the management and
policies of the Company, (ii) practically determine the outcome of any corporate
or other matter submitted to the Company's stockholders for approval, including
any merger, consolidation, sale of all or substantially all of the Company's
assets or "going private" transaction and (iii) prevent or cause a change of
control of the Company. The interests of Hicks Muse may conflict with those of
other stockholders of the Company. In addition, certain officers and directors
of the Company also serve as officers or directors of other portfolio companies
of Hicks Muse. Service as a director or officer of both the Company and another
company (other than a subsidiary of the Company) could create or appear to
create potential conflicts of interest when the director or officer is faced
with decisions that could have different implications for the Company and such
other company. A conflict of interest could also exist with respect to
allocation of the time and attention of persons who are officers of both the
Company and one or more other companies. Under Delaware law, directors and
officers have a fiduciary duty to act in good faith and in what they believe to
be in the best interests of the corporation and its stockholders. Such duties
include the duty to refrain from impermissible self-dealing and to deal fairly
with respect to transactions in which such directors or officers, or other
companies with which they are affiliated, have an interest.

     Neither Hicks Muse nor Mr. Metropoulos, the Chief Executive Officer, is
restricted from acquiring or managing other companies in the food business,
including companies that may be competitive with the Company. Hicks Muse has
publicly stated that it expects to commit significant amounts of equity capital
to acquire food and other branded consumer product companies in North America
and Latin America that Mr. Metropoulos will help manage. There is no agreement
requiring that any such acquisition opportunities be pursued through the
Company. As a result, conflicts may exist between the Company on the one hand
and Hicks Muse and Mr. Metropoulos on the other hand with respect to the
allocation of corporate opportunities, including acquisition opportunities. No
assurance can be given that any such conflicts will be resolved in favor of the
Company.



                                       14


<PAGE>   17

GOVERNMENT REGULATION

     The Company's operations are subject to extensive regulation by the United
States Food and Drug Administration (FDA), the United States Department of
Agriculture and other state and local authorities regarding the processing,
packaging, storage, distribution, advertising and labeling of the Company's
products and environmental compliance. The Company's manufacturing facilities
and products are subject to periodic inspection by federal, state and local
authorities. The Company's advertising is subject to regulation by the Federal
Trade Commission (FTC) pursuant to the Federal Trade Commission Act and
regulations issued thereunder. In addition, the Company is subject to similar
laws in foreign jurisdictions in which it conducts operations. The Company
believes that it is currently in compliance with all material governmental laws
and regulations and maintains all material permits and licenses relating to its
operations. Nevertheless, there can be no assurance that the Company is in
compliance with such laws and regulations or that it will be able to comply with
any future laws and regulations. Failure by the Company to comply with
applicable laws and regulations could subject the Company to civil remedies,
including fines, injunctions, recalls or seizures, as well as potential criminal
sanctions, which could have a material adverse effect on the Company.

ENVIRONMENTAL MATTERS

     The past and present business operations of the Company and the past and
present ownership and operation of real property by the Company are subject to
extensive and changing federal, state, local and foreign environmental laws and
regulations pertaining to the discharge of materials into the environment and
the handling and disposition of wastes (including solid and hazardous wastes) or
otherwise relating to protection of the environment. Compliance with such laws
and regulations is not expected to have a material impact on the Company's
capital expenditures, earnings or competitive position. No assurance can be
given, however, that additional environmental issues relating to presently known
matters or identified sites or to other matters or sites will not require
additional, currently unanticipated investigations, assessments or expenditures.

TRADEMARKS

     The Company believes that its trademarks and other proprietary rights are
important to its success and its competitive position. Accordingly, the Company
devotes substantial resources to the establishment and protection of its
trademarks on a worldwide basis. There can be no assurance that the actions
taken by the Company to establish and protect its trademarks and other
proprietary rights will be adequate to prevent imitation of its products by
others or to prevent others from seeking to block sales of the Company's
products as violative of the trademarks and proprietary rights of others.
Moreover, no assurance can be given that others will not assert rights in, or
ownership of, trademarks and other proprietary rights of the Company or that the
Company will be able to successfully resolve such conflicts. In additions, the
laws of certain foreign countries may not protect proprietary rights to the same
extent as do the laws of the United States.




                                       15


<PAGE>   18

PRODUCT LIABILITY; PRODUCT RECALLS

     The Company may be subject to significant liability should the consumption
of any of its products cause injury, illness or death and may be required to
recall certain of its products in the event of contamination or damage to the
products. There can be no assurance that product liability claims will not be
asserted against the Company or that the Company will not be obligated to recall
its products. The Company has not historically incurred material expenditures in
respect of product liability claims and maintains insurance against such
liabilities. A product liability judgment against the Company or a product
recall could have a material adverse effect on the Company's financial position,
results of operations or cash flows.









                                       16


<PAGE>   19




ITEM 2.  PROPERTIES

The Company operates the manufacturing plants described in the following table.
All of these plants are owned by the Company, other than the Utah facility,
which the Company leases under an operating lease with an initial term that
expires in 1999 and contains a renewal option for an additional five year term
for which the Company will not renew and the 55,300 square foot Manta, Ecuador
facility. Management believes that the Company's manufacturing plants have
sufficient capacity to accommodate the Company's planned growth over the next
five years.

<TABLE>
<CAPTION>

         LOCATION                              SQUARE FEET                PRODUCTS MANUFACTURED
<S>                                             <C>          <C>                                                  
     Milton, Pennsylvania                       895,400       Canned pasta, microwave products, mustard, glazed
                                                              popcorn, pizza kits, dinner kits and sauces
     Vacaville, California (1)                  354,800       Canned pasta, microwave products, tomatoes with
                                                              green chilies, chili and tomato paste
     Trenton, Missouri                          335,200       Vienna sausages, hash, potted meat, sandwich spreads,
                                                              and sausage and gravy.
     Lakeville, Minnesota                       244,000       Cereals, granola bars, fruit filled cereal bars,
                                                              marshmallows, and marshmallow crisp rice bars
     Mayaguez, Puerto Rico                      222,000       Canned tuna
     Irapuato, Mexico                           212,000       Catsup, canned vegetables and bottled salsa
     Clearfield, Utah (2)                       210,000       Marshmallows and marshmallow crisp rice bars
     Fort Worth, Texas                          204,800       Beans and chili
     Seagrove, North Carolina                   198,000       Beans, vegetables, fruit and popcorn
     Rossville, Illinois                        193,000       Cooking spray and health and beauty aids
     Niagara Falls, Canada                      165,500       Canned pasta, pizza kits, dinner kits, sauces, glazed
                                                              popcorn, stews and meatballs
     Santa Fe Springs, California               122,000       Canned tuna
     Danville, Illinois                         120,000       Fruit Snacks
     Manta, Ecuador                              66,000       Canned tuna and tuna loins for processing in the
                                                              Company's Santa Fe Springs facility
     Manta, Ecuador                              55,300       Canned tuna
     Violet, Louisiana                           41,000       Canned shrimp, crab and mackerel
     Highspire, Pennsylvania                     29,000       Cereals
</TABLE>

In addition, the Company owns a 30% interest in a water treatment plant adjacent
to its Puerto Rico processing plant. 

(1)      The Vacaville facility was closed in 1998 and all products manufactured
         there have been either outsourced or moved to other facilities.

(2)      The Clearfield facility is expected to close in the second quarter of
         1999 and products manufactured there will be transferred to the
         Lakeville, Minnesota facility.

The Company distributes its products in the United States through sixteen
distribution points, eight of which are owned by the Company and eight of which
are leased. The Company's distribution system uses a combination of common
carrier trucking, Company trucks and inter-modal rail transport. In Canada, the
Company operates seven distribution points, one of which is Company-owned. In
Mexico, Productos Del Monte operates nine distribution centers, one of which is
Company-owned. Management believes that the Company's sales and distribution
network has the capacity to support substantial increases in volume.

The Company leases office space in Parsippany, New Jersey, Manta, Ecuador, San
Diego, California and Greenwich, Connecticut under operating leases expiring in
January 2007, June 2001, April 2002 and October 2004, respectively.


                                       17


<PAGE>   20

ITEM 3.  LEGAL PROCEEDINGS

The Company, in the ordinary course of business, is involved in various legal
proceedings. The Company does not believe the outcome of these proceedings will
have a material adverse effect on the Company's financial position, results of
operations or cash flows.

A private interest group in California has sent notice to the Company
maintaining that Bumble Bee Seafood, and others, are not in compliance with
certain warning requirements of Proposition 65. Proposition 65 requires that
products sold in California which contain certain chemicals listed by the State
as being carcinogens above certain safety levels, must be labeled with a
warning. Specifically, the notice alleges that the Company and others have
exposed members of the public to mercury, methyl mercury and/or other mercury
compounds, without first giving warning to such persons in accordance with
California Health and Safety Code Section 25249.6. The Company is presently
evaluating the merits of the claims underlying the notice. Should the Company be
required to comply with the labeling requirements of Proposition 65, sales of
tuna products only in California may be adversely effected. 

The Company has responsibility for environmental, safety, and cleanup
obligations under various local, state and federal laws, including the
Comprehensive Environmental Response, Compensation and Liability Act, commonly
known as Superfund. Based upon its experience to date, the Company believes
that the future cost of compliance with existing environmental laws,
regulations and decrees, and liability for known environmental claims, will not
have a material adverse effect on the Company's financial statements as a
whole. However, future events, such as changes in existing laws and regulations
or their interpretation, and more vigorous enforcement policies of regulatory
agencies, may give rise to additional expenditures or liabilities that could be
material.

In the ordinary course of business, the Company enters into contracts for the
purchase of certain of its raw materials and is involved in various pending or
threatened litigation and claims. Although the outcome of any legal proceeding 
cannot be predicted with certainty, management believes through its discussions
with counsel that its liability arising from or the resolution of any pending
or threatened litigation or claims, in the aggregate will not have a material
adverse effect on the consolidated financial position, results of operations or
cash flows of the Company. 


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       18


<PAGE>   21



                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Information regarding the Company's common stock and market price for the period
from November 19, 1997 through December 31, 1998 is set forth on page 53 and on
the inside back cover of the 1998 Annual Report and is incorporated herein by
reference.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data for the five years ended December 31, 1998 is set forth
on page 54 of the 1998 Annual Report and is incorporated herein by reference.

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

Management's discussion and analysis of financial condition and results of
operations of the Company for the three years ended December 31, 1998 is set
forth on pages 23 through 29 of the 1998 Annual Report and is incorporated
herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements comprising the consolidated balance sheets at December
31, 1998 and 1997, and the consolidated statements of income, stockholders'
equity (deficit), and cash flows, and notes to financial statements for each of
the years in the three year period ended December 31, 1998 are set forth on
pages 31 through 54 of the 1998 Annual Report and is incorporated herein by
reference.

Selected unaudited quarterly financial data for the years ended December 31,
1998 and 1997 is set forth on page 53 of the 1998 Annual Report and is
incorporated herein by reference.

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

Not applicable.



                                       19


<PAGE>   22




                                    PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the Company's directors and executive officers is set
forth on pages 3 through 5 of the Company's Proxy Statement for the 1999 Annual
Meeting of Stockholders, and is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

Information regarding executive compensation is set forth on pages 6 and 7 of
the Company's Proxy Statement for the 1999 Annual Meeting of Stockholders, and
is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial owners and
management is set forth on pages 13 and 14 of the Company's Proxy Statement for
the 1999 Annual Meeting of Stockholders, and is incorporated herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions is set
forth on pages 14 and 15 of the Company's Proxy Statement for the 1999 Annual
Meeting of Stockholders, and is incorporated herein by reference.

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

(a)    1.  Financial Statements

           Report of Independent Accountants for years ended December 31, 1998
           and 1997.

           Consolidated Balance Sheets as of December 31, 1998 and 1997.

           Consolidated Statements of Income for the years ended December 31,
           1998, 1997 and 1996.

           Consolidated Statement of Stockholders' Equity (Deficit) for the
           years ended December 31, 1998, 1997 and 1996.

           Consolidated Statements of Cash Flows for the years ended 
           December 31, 1998, 1997 and 1996.

           Notes to Consolidated Financial Statements.

The foregoing Financial Statements are included in Part II, Item 8 of this
Report and are set forth on pages 31 through 54 of the 1998 Annual Report and
are incorporated herein by reference.




                                       20
<PAGE>   23

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



       2.       Financial Statement Schedules are omitted, as they are not 
                required or are not applicable, or the required information is
                shown in the financial statements or notes thereto.

       3.       EXHIBITS

EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------

2.1*     --  Agreement of Sale and Plan of Merger (the "Merger Agreement")
             entered into among AHP subsidiary Holding Corporation, American
             Home Food Products, Inc., AHFP Holding Corporation and AHFP
             Acquisition Corporation dated as of September 5, 1996+

2.2*     --  First Amendment to Agreement of Sale and Plan of Merger dated as of
             October 31, 1996+

3.1***   --  Amended and Restated Certificate of Incorporation

3.2***   --  Bylaws of International Home Foods, Inc.

4.1*     --  Registration Rights Agreement made as of November 1, 1996 by and
             among International Home Foods, Inc. (formerly American Home Food
             Products, Inc.), AHP Subsidiary Holding Corporation and AHFP 
             Holding Corporation

4.2*     --  Indenture dated as of November 1, 1996 between the Company and
             United States Trust Company of New York

10.1*    --  Transitional Services Agreement dated as of November 1, 1996
             between American Home Products Corporation and International Home
             Foods, Inc.

10.2*    --  Financial Advisory Agreement dated as of November 1, 1996 by and
             between International Home Foods, Inc. and Hicks, Muse & Company
             Partners, L.P. ("HMCo")

10.3***  --  International Home Foods, Inc. 1997 Stock Option Plan

10.4*    --  Nonqualified Stock Option Agreement dated November 1, 1996 by and
             between International Home Foods, Inc. and C. Dean Metropoulos

10.5**** --  Agreement and Plan of Merger dated March 10, 1998, by and among the
             Company, IHF/GM Acquisition Corporation, IHF/GM Holding Corporation
             and Grist Mill Co.

10.6*    --  Nonqualified Stock Option Agreement dated November 12, 1996 by and
             between International Home Foods, Inc. and M. L. Lowenkron

10.7*    --  Nonqualified Stock Agreement dated November 12, 1996 by and between
             International Home Foods, Inc. and Roger T. Staubach

10.8*    --  Indemnification Agreement dated November 1, 1996 between
             International Home Foods, Inc. and C. Dean Metropoulos, together 
             with a schedule identifying substantially identical documents and 
             setting forth the material details in which those documents differ
             from the foregoing documents
    
10.9*    --  Transition Services Agreement dated November 1, 1996 by and between
             the Company and American Home Products Corporation

10.10*   --  Monitoring and Oversight Agreement dated as of November 1, 1996 by
             and between International Home Foods, Inc. and Hicks, Muse & 
             Company Partners, L.P.

10.11*   --  Nonqualified Stock Option Agreement dated January 3, 1997, by and
             between International Home Foods, Inc. and L. Hollis Jones

10.12*   --  Financial Advisory Agreement dated November 1, 1996 by and between
             the Company and Hicks, Muse & Company Partners, L.P.

10.13*** --  Nonqualified Stock Option Agreement by and between the Company and
             John H. Bess

10.14    --  Not Used

10.15*** --  Agreement and Plan of Reorganization, dated October 1, 1997,
             between the Company and AHFP Holding Corporation

10.16*** --  Amended and Restated Jams Manufacturing Agreement, dated March 3,
             1997, between Roseland Manufacturing, Inc. and the Company

10.17*** --  Asset Purchase and Sale Agreement, dated May 1, 1997, by and among
             Bumble Bee Seafoods, Inc., Bumble Bee International, Inc., Commerce
             Distributing Company, Santa Fe Springs Holding Company, the Company
             and Bumble Bee Acquisition Corporation.

10.18****--  Credit Agreement, dated November 1, 1996, amended and restated
             September 16, 1998, by and among the Company and the banks' 
             signatory thereto.

10.19**  --  Employment Agreement, dated February 22, 1999 by and between the
             Company and C. D. Metropoulos
















                                       21

<PAGE>   24




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


10.20**  --  Nonqualified Stock Option Agreement, dated December 2, 1998 between
             the Company and C. D. Metropoulos

10.21**  --  Employment Agreement, dated October 23, 1998 by and between the
             Company and N. Michael Dion

12.1**   --  Computation of Consolidated Ratio of Earnings to Fixed Charges

13.1**   --  Annual Report

21.1**   --  Subsidiaries of the Company

23.1**   --  Consent of PricewaterhouseCoopers LLP, Independent Accountants

27.1**   --  Financial Data Schedule


*        Incorporated by reference to the Company's Registration Statement on
         Form S-4, dated February 19, 1997, File No. 333-18859

**       Filed herewith

***      Incorporated by reference to the Company's Registration Statement on
         Form S-1, dated September 24, 1997, File No. 333-36249

****     Incorporated by reference to the Company's Schedule 14D-1 and 13D dated
         March 17, 1996












                                       22


<PAGE>   25



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


(b)      Reports on Form 8-K. No reports on Form 8-K have been filed by the
         Company during the last quarter of the period covered by this report.











                                       23


<PAGE>   26

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Parsippany,
State of New Jersey.

                         INTERNATIONAL HOME FOODS, INC.


   March 30, 1999              By:  /s/  C. Dean Metropoulos            
   --------------                  --------------------------------------------
         Date                      C. Dean Metropoulos, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

        Signature                                      Capacity                                            Date
        ---------                                      --------                                            ----
<S>                                      <C>                                                           <C> 
  /s/ C. Dean Metropoulos                 Chairman of the Board and Chief Executive                    March 30, 1999
-------------------------                 Officer (Principal Executive Officer)
      C. Dean Metropoulos                 

  /s/ N. Michael Dion                     Chief Financial Officer                                      March 30, 1999
-------------------------                 (Principal Financial and Accounting Officer)
      N. Michael Dion                     

  /s/ L. Hollis Jones                     Director                                                     March 30, 1999
-------------------------
      L. Hollis Jones

  /s/ Thomas O. Hicks                     Director                                                     March 30, 1999
-------------------------
      Thomas O. Hicks

  /s/ Charles W. Tate                     Director                                                     March 30, 1999
-------------------------
      Charles W. Tate

  /s/ Michael J. Cramer                   Director                                                     March 30, 1999
-------------------------
      Michael J. Cramer

  /s/ Michael J. Levitt                   Director                                                     March 30, 1999
-------------------------
      Michael J. Levitt

  /s/ M. L. Lowenkron                     Director                                                     March 30, 1999
-------------------------
      M. L. Lowenkron

  /s/ Roger T. Staubach                   Director                                                     March 30, 1999
-------------------------
      Roger T. Staubach

  /s/ John R. Muse                        Director                                                     March 30, 1999
-------------------------
      John R. Muse
</TABLE>




<PAGE>   27


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>

EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------
<S>     <C>                                                                      
2.1*     --  Agreement of Sale and Plan of Merger (the "Merger Agreement")
             entered into among AHP subsidiary Holding Corporation, American 
             Home Food Products, Inc., AHFP Holding Corporation and AHFP 
             Acquisition Corporation dated as of September 5, 1996+

2.2*     --  First Amendment to Agreement of Sale and Plan of Merger dated as of
             October 31, 1996+

3.1***   --  Amended and Restated Certificate of Incorporation

3.2***   --  Bylaws of International Home Foods, Inc.

4.1*     --  Registration Rights Agreement made as of November 1, 1996 by and
             among International Home Foods, Inc. (formerly American Home Food
             Products, Inc.), AHP Subsidiary Holding Corporation and AHFP 
             Holding Corporation

4.2*     --  Indenture dated as of November 1, 1996 between the Company and
             United States Trust Company of New York

10.1*    --  Transitional Services Agreement dated as of November 1, 1996
             between American Home Products Corporation and International Home
             Foods, Inc.

10.2*    --  Financial Advisory Agreement dated as of November 1, 1996 by and
             between International Home Foods, Inc. and Hicks, Muse & Company
             Partners, L.P. ("HMCo")

10.3***  --  International Home Foods, Inc. 1997 Stock Option Plan

10.4*    --  Nonqualified Stock Option Agreement dated November 1, 1996 by and
             between International Home Foods, Inc. and C. Dean Metropoulos

10.5**** --  Agreement and Plan of Merger dated March 10, 1998, by and among the
             Company, IHF/GM Acquisition Corporation, IHF/GM Holding Corporation
             and Grist Mill Co.

10.6*    --  Nonqualified Stock Option Agreement dated November 12, 1996 by and
             between International Home Foods, Inc. and M. L. Lowenkron

10.7*    --  Nonqualified Stock Agreement dated November 12, 1996 by and between
             International Home Foods, Inc. and Roger T. Staubach

10.8*    --  Indemnification Agreement dated November 1, 1996 between
             International Home Foods, Inc. and C. Dean Metropoulos, together 
             with a schedule identifying substantially identical documents and 
             setting forth the material details in which those documents differ
             from the foregoing documents
    
10.9*    --  Transition Services Agreement dated November 1, 1996 by and between
             the Company and American Home Products Corporation

10.10*   --  Monitoring and Oversight Agreement dated as of November 1, 1996 by
             and between International Home Foods, Inc. and Hicks, Muse & 
             Company Partners, L.P.
</TABLE>

<PAGE>   28


<TABLE>

<S>        <C>                          
10.11*   --  Nonqualified Stock Option Agreement dated January 3, 1997, by and
             between International Home Foods, Inc. and L. Hollis Jones

10.12*   --  Financial Advisory Agreement dated November 1, 1996 by and between
             the Company and Hicks, Muse & Company Partners, L.P.

10.13*** --  Nonqualified Stock Option Agreement by and between the Company and
             John H. Bess

10.14    --  Not Used

10.15*** --  Agreement and Plan of Reorganization, dated October 1, 1997,
             between the Company and AHFP Holding Corporation

10.16*** --  Amended and Restated Jams Manufacturing Agreement, dated March 3,
             1997, between Roseland Manufacturing, Inc. and the Company

10.17*** --  Asset Purchase and Sale Agreement, dated May 1, 1997, by and among
             Bumble Bee Seafoods, Inc., Bumble Bee International, Inc., Commerce
             Distributing Company, Santa Fe Springs Holding Company, the Company
             and Bumble Bee Acquisition Corporation.

10.18****--  Credit Agreement, dated November 1, 1996, amended and restated
             September 16, 1998, by and among the Company and the banks' 
             signatory thereto.

10.19**  --  Employment Agreement, dated February 22, 1999 by and between the
             Company and C. D. Metropoulos


10.20**  --  Nonqualified Stock Option Agreement, dated December 2, 1998 between
             the Company and C. D. Metropoulos

10.21**  --  Employment Agreement, dated October 23, 1998 by and between the
             Company and N. Michael Dion

12.1**   --  Computation of Consolidated Ratio of Earnings to Fixed Charges

13.1**   --  Annual Report

21.1**   --  Subsidiaries of the Company

23.1**   --  Consent of PricewaterhouseCoopers LLP, Independent Accountants

27.1**   --  Financial Data Schedule
</TABLE>


*        Incorporated by reference to the Company's Registration Statement on
         Form S-4, dated February 19, 1997, File No. 333-18859

**       Filed herewith

***      Incorporated by reference to the Company's Registration Statement on
         Form S-1, dated September 24, 1997, File No. 333-36249

****     Incorporated by reference to the Company's Schedule 14D-1 and 13D dated
         March 17, 1996