<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, 1999 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)

        100 NORTHFIELD STREET
             GREENWICH, C.T.                              06830
(Address of principal executive offices)                (Zip Code)

(Registrant's telephone number, including area code)    (203-622-6010)

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

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

        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 29, 2000           February 29, 2000
           -----                             -----------------       -------------------------
<S>                                          <C>                         <C>
Common stock, par value $0.01                    73,959,286                 $698,308,481
</TABLE>

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Portions of registrant's Annual Report to Stockholders for the year
         ended December 31, 1999 are incorporated into Part II.

2.       Portions of the registrant's Proxy Statement to be furnished in
         connection with the 2000 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                                                               19

    Item 3.     Legal Proceedings                                                        20

    Item 4.     Submission of Matters to a Vote of Security Holders                      20

PART II

    Item 5.     Market for Registrant's Common Equity and Related Stockholder            21
                Matters

    Item 6.     Selected Financial Data                                                  21

    Item 7.     Management's Discussion and Analysis of Financial Condition and          21
                Results of Operations

    Item 7A.    Quantitative and Qualitative Disclosures About Market Risk               21

    Item 8.     Financial Statements and Supplementary Data                              21

    Item 9.     Changes in and Disagreements with Accountants on Accounting and          21
                Financial Disclosure

PART III

    Item 10.    Directors and Executive Officers of the Registrant                       22

    Item 11.    Executive Compensation                                                   22

    Item 12.    Security Ownership of Certain Beneficial Owners and Management           22

    Item 13.    Certain Relationships and Related Transactions                           22

PART IV

    Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K          23
</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. Effective on
November 1, 1996, an affiliate of Hicks, Muse, Tate & Furst ("Hicks Muse")
acquired 80% of the Company's outstanding capital stock 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. 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 marshmallows.
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 Bank Facilities and the issuance of $400.0 million of
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 for approximately $163.1 million in
cash, including transaction fees and expenses, and the assumption of certain
liabilities, including trade payables and certain accrued liabilities, including
accrued pension cost. 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 Bumble
Bee Seafoods 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 its ability to source raw
materials and most effectively market its products. To facilitate the Company's
purchase of the Bumble Bee Business 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.
("PDM") from an affiliate of Hicks Muse for 3,127,415 shares of common stock.
PDM is a leading manufacturer and marketer of branded catsup, canned vegetables
and bottled salsa in Mexico. The acquisition of PDM was treated as a combination
of entities under common control. Accordingly, the historical accounting values
of PDM were carried over for financial accounting purposes. In February 1998, a
dispute between the Hicks Muse affiliate and PDM's former owners was settled.
The settlement was received by the Company and resulted in a reduction of
goodwill recorded by the Company.

    On October 1, 1997, the Company acquired Creative Products, Inc. for
approximately $52.0 million in cash. The Company funded the acquisition through
borrowings under the Senior Bank Facilities and available cash on hand. Creative
Products is the leading manufacturer of cooking spray sold to private label
customers and foodservice 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.



                                       1
<PAGE>   4

                             THE COMPANY (Continued)


    In November 1997, the Company completed an initial public offering of its
common stock for proceeds of approximately $224.9 million, net of issuance
costs.

    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 Senior Bank Facilities and
available cash on hand, and was treated as a purchase for financial accounting
purposes.

    On March 9, 1998, the Company, through its Canadian subsidiary, purchased
certain assets relating to the Puritan(R) stews and canned meats business 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 Senior Bank Facilities and available cash on
hand. Puritan is the largest processor and marketer of canned stews and meats in
Canada, with products marketed under the Puritan and Fraser Farms(R) 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 the Senior Bank
Facilities and available cash on hand. 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 Spreadables(R) and Broadcast(R) brands, and the Trenton,
Missouri manufacturing facility for those products ("Libby's"), from Nestle USA,
Inc. for approximately $129.0 million, including transaction fees. Through a
fifteen year license agreement with Nestle, the Company will continue to use the
Libby's trademark. In addition, the Company entered into a long-term supply
agreement with Nestle through December 31, 2002, with three additional one-year
terms at the option of Nestle, under which the Company will continue to
manufacture Nestle foodservice 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 the Senior Bank Facilities and available cash on hand. 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 Clover Leaf(R) and Paramount(R) canned seafood brands and
business of British Columbia Packers from George Weston, Ltd. of Canada for
approximately $40.4 million, including transaction fees. Clover Leaf is the
number one brand of tuna and salmon in Canada. The Company funded the
acquisition through borrowings under the Senior Bank Facilities and available
cash on hand.

    On February 5, 1999, the Company sold its Polaner(R) fruit spread and spices
business to B&G Foods, Inc. for approximately $30.0 million in cash.




                                       2
<PAGE>   5

                             THE COMPANY (Continued)

    On July 19, 1999, the Company, through its subsidiary Bumble Bee Seafoods,
acquired the manufacturing, sales distribution and marketing operations of Louis
Kemp from Tyson Foods, Inc. for $68.8 million, including transaction fees. The
Company financed this acquisition with borrowings under the Senior Bank
Facilities and available cash on hand. Louis Kemp(R) is the leading branded
specialty seafoods product in the fast-growing refrigerated sector. Specialty
seafoods products are made from North Pacific ocean pollock and whiting fish
meats. These products are primarily sold under the tradename Louis Kemp and
other tradenames such as Captain Jac(R), Seafest(R) and Pacific Mate(R).

    The excess of cost over fair value of net assets acquired for the above
acquisitions will be amortized over 15 to 40 years. These acquisitions have been
accounted for using the purchase method of accounting, with the exception of
PDM, and the operating results have been included in the consolidated financial
statements from the dates of acquisition.

                                BUSINESS STRATEGY

    The Company's business strategy is to increase sales and profits by:

    Leveraging the Company's Leading Brands. The Company intends to expand its
product offerings by leveraging its existing portfolio of leading brands. The
Company's management believes that:

    o   Chef Boyardee(R), Bumble Bee, Louis Kemp and Libby's brands can serve as
        strong platforms to expand and extend the Company's product lines into
        other quick-meal products;

    o   Ro*Tel(R)can be utilized to develop a broader southwestern cuisine
        business; and

    o   Crunch 'n Munch(R), Campfire(R) and Jiffy pop(R) can be the cornerstone
        of a diversified snack foods business.

    In addition, the Company has formulated a number of new products in its
existing product lines to capitalize on the growing trends toward convenient
foods. As a part of its business strategy, the Company has introduced several
new products under its existing brand names including:

    o   Chef Boyardee Overstuffed Ravioli, 99% fat-free ravioli and a line of
        Homestyle pastas which include Ravioli Primavera, Cannelloni and
        Rigatoni;

    o   a line of Bumble Bee specialty shellfish products;

    o   Libby's canned Beef Stew, and an expanded line of Libby's luncheon and
        canned meats;

    o   PAM(R)lemon and garlic flavored cooking spray;

    o   a line of Luck's(R) baked beans and fat-free beans, Ranch Style(R) baked
        beans and refried beans;

    o   Gulden's(R) honey mustard;

    o   Crunch 'n Munch Toffee Pretzels; and

    o   Ro*Tel Pico de Gallo salsas.



                                       3
<PAGE>   6

BUSINESS STRATEGY, (Continued)

    Refocusing Marketing Efforts. To enhance the Company's established brand
names, management has refocused its marketing and packaging efforts.
Specifically, the Company has:

    o   redirected its marketing efforts to more effectively address the
        Company's target audiences, increase usage of its products and support
        new product introductions;

    o   introduced a performance-based trade promotion structure for the
        non-seafood categories;

    o   increased consumer awareness and promotional activity through
        partnerships with the World Wrestling Federation(R) and Joe Gibbs
        Racing(TM) Stock Car Program; and

    o   updated packaging and improved product quality.

    Since 1996, the Company has refocused its marketing efforts for many of its
principal brands by emphasizing consumer advertising and performance-based trade
promotions. The Company has introduced several new television advertising
campaigns, such as those promoting Chef Boyardee as an ideal "fourth meal" to be
served after school and PAM cooking spray as a flavor enhancer and a healthy
alternative to cooking oils, butter and margarine. In addition, the Company has
begun television and radio advertising for Ro*Tel canned tomatoes and Pico de
Gallo salsas. The Company has also redesigned the packaging of a majority of its
products to emphasize the brand name, contemporize the presentation and make the
products visually more appealing to consumers.

    Expanding into Foodservice and Private Label. The Company believes that the
foodservice and private label businesses offer significant growth
opportunities. The Company believes that it can further develop these businesses
by utilizing its established sales and distribution capabilities. As part of
this strategy, the Company acquired Creative Products, the leading manufacturer
of cooking spray sold to private label and foodservice customers in the U.S.,
and Grist Mill, a leading manufacturer of private label cereal and fruit snack
products. Through these acquisitions, the Company has significantly expanded its
private label product offerings. In addition, the Company believes that Grist
Mill's manufacturing facility can be used to produce other cereal bar products
and can serve as a foundation to consolidate other private label producers of
similar products.

    Expanding Internationally. The Company believes that attractive
opportunities exist to expand its sales in international markets with growing
economies and attractive demographics. In October 1997, the Company acquired
PDM, a leading producer and distributor of branded catsup, canned vegetables and
bottled salsa in Mexico. The Company has successfully begun to leverage the
infrastructure of PDM as a platform to expand its Ranch Style and PAM product
lines in Mexico. In March 1998, the Company acquired Puritan, the largest
processor and marketer of canned stews and meatballs in Canada; and in January
1999, the Company acquired the Clover Leaf and Paramount brands. Clover Leaf is
the number one brand of tuna and salmon in Canada. Paramount is a leading tuna
brand in Australia. The acquisition also gave the Company a presence in the
private label business in the United Kingdom.




                                       4
<PAGE>   7

BUSINESS STRATEGY, (Continued)

    Completing Strategic Acquisitions. The Company will continue to pursue
opportunities to make acquisitions that complement and expand its core
businesses or that enable it to enter new markets. The Company believes that its
strong cash flow from operations and its relatively low capital expenditure
requirements will provide financial resources necessary to fund this growth
strategy. Since the Company's leveraged recapitalization, it has more
aggressively pursued acquisitions and has completed the following acquisitions
at attractive prices:

<TABLE>
<CAPTION>
          BUSINESS ACQUIRED                  DATE OF ACQUISITION             ACQUISITION PRICE
       -----------------------               -------------------             -----------------
                                                                               (IN MILLIONS)

<S>                                          <C>                             <C>
       Bumble Bee Seafoods                   July 1997                              $163.1
       Creative Products                     October 1997                             52.0
       Productos Del Monte                   October 1997                             40.0
       Orleans Seafood                       November 1997                            26.9
       Puritan                               March 1998                               41.0
       Grist Mill                            April 1998                              112.8
       Libby's                               September 1998                          129.0
       Clover Leaf/Paramount                 January 1999                             40.4
       Louis Kemp                            July 1999                                68.8
</TABLE>

    The Company's infrastructure and management expertise have allowed it to
integrate these acquisitions in a timely and cost-effective manner. These
acquisitions were acquired for a total purchase price of $674.0 million.

    Continuing to Achieve Cost Savings. In each year since 1997, the Company has
achieved annualized net cost savings in excess of $20 million from both its core
business operations and the operations of businesses acquired through:

    o   reducing overhead and duplicative administrative, sales and other
        personnel;

    o   streamlining production, distribution, research and administrative
        functions; and

    o   savings in purchasing and brokerage expense.

                              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 brands: Chef Boyardee, Libby's and Dennison's
canned meats, Southwest brands (Luck's, Ro*Tel, and Ranch Style Brands),
Specialty brands (PAM, Gulden's, Maypo(R), Wheatena(R), Maltex(R), and G.
Washington's(R)) and Snack brands (Crunch 'n Munch, Jiffy pop and Campfire).
Seafood includes all sales for the Bumble Bee, Orleans, Libby's, Clover Leaf,
Paramount and Louis Kemp brands of seafood products, as well as private label
and foodservice seafood sales. Private Label and Foodservice includes all
private label canned pasta, cooking spray, fruit snacks, ready-to-eat cereals,
wholesome snack bars, pie crust and personal care products and the sales to
foodservice distributors. The All Other category is comprised of sales of
Polaner products, sales to the military, contract sales to Nestle and
international sales, which includes branded, private label and foodservice sales
in Canada, Mexico and Puerto Rico and other export sales.




                                       5
<PAGE>   8

PRODUCTS AND MARKETS, (Continued)

    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 9 of the Notes to Consolidated Financial
Statements on pages 39 and 40 of the 1999 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 15, 2000, as gathered by A.C. Nielsen for United States markets, and the
52-week period ended January 29, 2000 for Canada.

BRANDED PRODUCTS

    CHEF BOYARDEE. The Chef Boyardee product line consists of canned pasta,
microwave pasta, pizza kits, dry dinners and spaghetti sauces. 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.

    The Company separates the canned pasta category into two categories: "All
Family" and "Kids." The "All Family" category represents canned pasta products
primarily consumed by children. The "Kids" category represents canned pasta
products typically in the shapes of popular cartoon and comic book characters
that are primarily 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,
the Homestyle line, which consists of Ravioli Primavera, Cannelloni and
Rigatoni, as well as Spaghetti & Meatballs and Beefaroni, and accounts for
approximately 90% of its branded canned pasta sales. The Company's "Kids" canned
pasta line includes shapes such as ABCs and 123s, dinosaurs, adventures of the
sea, micro-ravioli, flying saucers and aliens and licensed characters such as
Spiderman. The Kids line accounts for approximately 10% of its branded canned
pasta sales.

    As the table below indicates, Chef Boyardee is the leading brand in the
canned pasta category with a 58% market share, followed by the Campbell Soup
Company's Franco American brand at 31%. The remaining 11% is primarily private
label.

<TABLE>
<CAPTION>
                                                                              CHEF           FRANCO
     SEGMENT                                                 SIZE           BOYARDEE        AMERICAN         OTHER
                                                        (IN MILLIONS)

<S>                                                     <C>                 <C>             <C>           <C>
     "All Family"                                             $366              79%             9%            12%
     "Kids"                                                    196              19%            73%             8%
                                                               ---
              Total Canned Pasta                              $562              58%            31%            11%
                                                               ===
</TABLE>

    As indicated in the table above, Chef Boyardee holds a strong 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.




                                       6
<PAGE>   9

BRANDED PRODUCTS, (Continued)

    The Company intends to continue to build Chef Boyardee's brand equity
through new product introduction, targeted advertising spending and increased
distribution that aggressively promote the Chef Boyardee brand name. In
addition, the Company believes that sales of Chef Boyardee products will
continue to be enhanced by (i) 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 and (iii) age extending the category through the introduction
of differentiated new products that appeal to older children and adults.

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

    PAM. The Company's PAM products include Original, Butter, Olive Oil, Lemon
and Garlic non-stick cooking sprays. The Company's advertising and marketing
strategy for PAM emphasizes use of the product as a flavor enhancer and as an
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.

    In grocery outlets, the non-stick cooking spray category has grown at a
compound annual rate of approximately 9% from 1993 to 1999. The Company 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 $190.2 million non-stick cooking spray category with 52% of
the market, while CPC International, Inc.'s Mazola, Procter & Gamble's Crisco
and Unilever's Shedd's have market shares of 13%, 3% and 1%, respectively.
Private label accounts for most of the remaining market share with approximately
23%, of which Creative Products produces the majority.

    The Company intends to capitalize on PAM's premium image and the trend
toward healthier eating by identifying and promoting new usage occasions through
advertising campaigns and on-package and in-store recipe suggestions. In 1998,
the Company introduced two new flavors, garlic and lemon, which, combined,
currently have approximately a 5% market share, and a barbecue grill spray that
is formulated to withstand higher heat.

    Gulden's. Gulden's mustard is the leader in the brown mustard segment with a
42% market share, followed by French's brown mustard with a 22% market share.
Brown mustard is a $45.0 million segment of the $297.6 million mustard category.
The brown mustard grocery segment grew at a compound annual rate of 7% between
1993 and 1999. The Company continued to build its presence within the category
with the introduction of Gulden's zesty honey mustard which will extend to new
markets in 2000. Gulden's will also be the official mustard of Major League
Baseball in 2000.

    Other Brands. A number of smaller brands complete the Company's specialty
brands portfolio, including Maypo and Wheatena 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 Jiffy pop
unpopped popcorn.



                                       7
<PAGE>   10

    SNACK BRANDS, (Continued)

    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
consisting of 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 is offering new snack pack sizes that can be
found in convenience stores, at the checkout line and on shelves of grocery
stores to address the impulse buying conscience of the consumer. Moreover,
management believes that the brand can achieve significantly higher levels of
sales through expansion of its direct-store-delivery system and its new product
introductions.

    Glazed snacks is a $130.4 million category. Crunch 'n Munch has a 31.0%
market share, followed by Cracker Jack at 30.6%. No other competitor accounts
for more than 10% of the market.

    Campfire. The Campfire brand name enjoys broad consumer recognition, as it
is the oldest brand name in the marshmallow category. Campfire marshmallow is
the second leading brand in the $120.1 million grocery marshmallow market with a
10% market share. The Jet Puffed brand is the market leader with a 46% market
share, with private label accounting for the balance of the market.

    CANNED MEATS. Canned meats includes the Libby's product line and Dennison's
chili. Similar to the Company's other canned product lines, the Company believes
that canned meat products appeal to consumers because they are convenient to
prepare and provide nutritional benefits at an affordable price.

    Libby's. Libby's is a leading domestic manufacturer, importer and global
marketer of canned meat products. Libby's canned product line includes vienna
sausage, corned beef, hash, potted meat, sandwich spreads, roast beef and
sausage and gravy. Libby's is the leader in the $44.3 million corned beef
segment with a 35% market share followed by Hormel at 17%, and is second in the
$126.3 million Vienna sausage segment with a 24% market share.

    The Company has recently improved the product quality and packaging graphics
across most of the existing line. The canned meat category was approximately
$1.2 billion in 1999 and is comprised of several segments. The segments in which
Libby's competes represent less than 25% of the canned meat category. In the
fourth quarter, the Company launched several new entries into those segments
where they did not previously compete. These entries include three
reformulations, chili with and without beans and sloppy joe sauce, and six new
entries which include ham, turkey and chicken chunk meats, ham spreads, beef
stew and luncheon meat.

    Dennison's. The product line consists of various varieties of chili,
including Chili con Carne with and without beans, Hot Chili and Chunky Chili.
Over the last few years, the Company has also introduced Fat-Free Beef Chili,
Turkey Chili, Chicken Chili and Vegetarian Chili, all designed to appeal to the
health conscious California consumer. Dennison's has traditionally been marketed
in the West, where it has a 25% share of the region's $86.2 million chili
market.




                                       8
<PAGE>   11

    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 $1,031.3 million and
$320.6 million categories in 1999, respectively, with the Western and Southern
regions representing approximately 74% of total U.S. chili volume. Diced and
chopped tomatoes was a $219.1 million category in 1999, within the $510.2
million canned tomato category.

    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 U.S. where it leads the region with a 29%
share of the canned bean category, followed by Bush's Best, which is second in
the category at a 16% share. 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 offering by introducing two new
baked bean items and a line of refried beans. Ranch Style has had a presence in
Mexico for over five years and management believes that sales of the brand can
be further expanded in this market.

    Luck's. Luck's is the leader in the $76.0 million miscellaneous bean market
in the Southeast with a 32% market share. The Luck's product line, which
primarily includes bean products known for their traditional southern-style
flavor, also includes four flavors of baked beans under the Luck's brand.

    Ro*Tel. The Company's Ro*Tel brand, which consists of flavored diced
tomatoes such as, with green chilies, Mexican and Italian, has a 19% market
share and is second to Del Monte who lead the category with a 24% market share.
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 print
advertising campaigns and on-package recipes which feature Ro*Tel as the secret
ingredient that can be used to enhance traditional dishes.

    Since 1996, the Company has introduced four product extensions to its Ro*Tel
line, "mild," "extra hot," Mexican Fiesta and Italian Harvest. In 1999, the
Company introduced Ro*Tel Pico de Gallo salsas into several markets in the
Southwest, and in 2000, the Company plans to launch nationally all diced tomato
flavors and expand the salsa distribution. The Company anticipates that these
product extensions will be supported by radio, television and billboard
advertising as well as coupons and in-store promotions.

SEAFOOD

    The Company's portfolio of seafood products includes all grocery, private
label and foodservice sales for the Bumble Bee, Orleans, Libby's, Clover Leaf
and Paramount brands of canned seafood and Louis Kemp specialty seafoods
products.

    Bumble Bee. 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 number one shares 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, the Company
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.



                                       9
<PAGE>   12

SEAFOOD, (Continued)

    The canned tuna market in the U.S. is approximately $1.2 billion and is
generally segmented into two main categories, white meat, $488 million, and
light meat, $634 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
has significantly higher gross margins than its light meat tuna products.

    As the table below indicates, Bumble Bee is the market leader in the white
meat canned tuna segment with a 37% market share, followed by H.J. Heinz
Company's Starkist brand and the Chicken of the Sea brand. In the light meat
canned tuna segment, Bumble Bee is the third leading brand with a 16% market
share behind segment leader Starkist and Chicken of the Sea. Private label
represents 6% and 14% 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 19%
market share. In 1998, the Company acquired the Libby's brand of canned salmon.

<TABLE>
<CAPTION>
                                                                                   MARKET SHARE
                                                              ------------------------------------------------------
                                                                                               CHICKEN
      SEGMENT                                  SIZE           BUMBLE BEE        STARKIST      OF THE SEA       OTHER
                                           (IN MILLIONS)

<S>                                         <C>               <C>               <C>           <C>              <C>
      Canned White Meat Tuna                   $488                37%            34%            16%             13%
      Canned Light Meat Tuna                   $634                16%            50%            17%             17%
</TABLE>

    Orleans. In November 1997, the Company expanded its seafood segment with the
acquisition of Orleans Seafood, the leading marketer of canned shrimp and canned
crabmeat in the U.S. Orleans markets its products primarily under the Bumble
Bee, Orleans and Harris brand names and has a 38% share of the domestic canned
shrimp market and a 28% share of the domestic canned crabmeat market. Orleans'
product line also includes canned mackerel, sardines, kippers, oysters and
clams.

    Clover Leaf and Paramount Brands. In January 1999, the Company further
expanded its seafood segment internationally with the acquisition of the Clover
Leaf and Paramount brand names. Clover Leaf is the number one brand of tuna and
salmon in Canada. The business also has a strong international presence
primarily in the United Kingdom through private label sales to supermarket
chains and in Australia under the Paramount label.

    Louis Kemp. In July 1999, the Company expanded the seafood segment into the
fast-growing refrigerated and frozen categories through the acquisition of Louis
Kemp surimi seafood products. Surimi-based products are made from 100% North
Pacific ocean pollock and white fish meats. The blended fish meats are further
processed by adding desired flavors, forming different shapes and pre-cooking
the final product. Louis Kemp is the number one surimi seafoods brand with a 55%
market share. This has allowed the Company to build upon its seafood strategy of
growing beyond the can.

    In 1999, the Company also entered into an agreement with Norway Foods to
distribute King Oscar(R), the leading brand of brisling sardines and anchovies
in the United States.

    The Company's Branded Products and Seafood segments is complemented by its
growing Private Label and Foodservice segment, and a strong presence in Canada,
Mexico and Puerto Rico and sales to the U.S. Military.



                                       10
<PAGE>   13

PRIVATE LABEL AND FOODSERVICE

    Private Label. The primary products that the Company manufactures under
private labels are prepared pasta, cooking spray, canned meats, marshmallows,
ready-to-eat cereals, cereal bars and fruit snacks. Private label continues to
represent an additional opportunity for growth. The Company believes the
additional product offerings resulting from the acquisitions of Creative
Products, Grist Mill and Libby's combined with its position as the leading
supplier of private label canned pasta allows the Company to offer retailers a
strategic solution to category management, including single-source supply and
consolidated logistics. The Company also introduced several new items under
private labels including higher-end products like granola and fruit snacks,
energy bars, canned meats and athlete-endorsed cereals.

    Foodservice. The Company supplies many of its products to restaurants,
institutions, schools, ballparks, the vending trade, distributors and chain
accounts. In addition, the Company has implemented a number of initiatives to
expand the penetration of its branded products in the foodservice industry,
including broadening its product lines to meet the specialized needs of the
foodservice industry and increasing its marketing and sales efforts.

ALL OTHER

    Canada. The Company manufactures 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 and cooking spray sales in Canada, with its Chef
Boyardee and PAM brands, respectively. In March 1998, the Company acquired
Puritan. Puritan is the leading brand in the canned and bottled stews category
with a 64% market share.

    Mexico and Puerto Rico. Through its subsidiary, PDM, 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
PDM's sales and distribution capabilities to achieve this strategy. In 1999, the
Company introduced PAM cooking spray into Mexico. PDM also manufactures the
Ro*Tel Pico de Gallo salsa line for export into the United States. In addition,
the Company markets Chef Boyardee canned pasta, Crunch 'n Munch glazed popcorn
and Jiffy pop in Puerto Rico.

    Military. The Company sells its products to U.S. military bases both in the
U.S. and internationally.

                                    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.



                                       11
<PAGE>   14

                               MARKETING AND SALES

    The Company's marketing programs consist of advertising, consumer promotions
and trade promotions. The Company's advertising program is comprised of
television, newspaper and magazine advertising aimed at increasing consumer
awareness of the Company's brands and building customer 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. The Company intends to continue to focus marketing
efforts towards building brand equity through consumer advertising, trial
generating activities and performance-based retail promotion programs rather
than discounting.

    The Company sells its products in the U.S. through a direct sales force and
a network of food brokers. The Company maintains U.S. regional sales offices in
New Jersey, North Carolina, Georgia, Illinois, Texas, California, Arkansas, Ohio
and Florida. The Company's products reach all major classes of trade, including
grocery wholesalers and distributors, grocery stores and supermarkets,
convenience stores, drug and mass merchants and warehouse clubs.

                                  RAW MATERIALS

    The primary raw materials used in the Company's operations include metal
food cans, aerosol cans, flour, meat, tomatoes, tuna, pollock, salmon, tomato
paste, oils and shortenings, sweeteners, corrugated materials, corn, grains,
beans and peanuts. All of the Company's raw materials are widely available from
numerous suppliers, other than white albacore tuna and salmon processed by the
seafood business, for which there is limited worldwide supply and a limited
number of suppliers.

                                   TRADEMARKS

    The Company owns a number of registered trademarks, including Chef Boyardee,
Bumble Bee, Louis Kemp, PAM, Franklin Crunch 'n Munch, Spreadables, Gulden's,
Campfire, Ranch Style, Luck's, Dennison's, Ro*Tel, Jiffy pop, Puritan, Fraser
Farms, Grist Mill, Orleans, Clover Leaf, Paramount, Seafest, Captain Jac,
Pacific Mate, Harris, Broadcast, Wheatena, Maypo, Maltex and G. Washington's.
Libby's canned meats are registered trademarks licensed to the Company for 15
years commencing at the acquisition date. 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.




                                       12
<PAGE>   15

                                    EMPLOYEES

    As of December 31, 1999, the Company employed approximately 7,246 people.
Approximately 32% of the Company's employees are unionized. Approximately 68% of
the unionized employees are represented by the United Food & Commercial Workers
International Union, which is part of the AFL-CIO, and have collective
bargaining agreements which extend into the year 2003. Approximately 21% of the
unionized employees are represented by the Bakery, Confectionery and Tobacco
Workers and Grain Millers whose contract expires in February 2002. Approximately
11% 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 2000.

    While labor relations at each location have generally been satisfactory,
unionized employees at the Company's Trenton, Missouri plant initiated a five
day work stoppage that ended in May 1999 under a new contract that expires in
February 2002. There was no impact on sales attributed to the work stoppage.

                      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 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 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 Seafoods, and others, are not in compliance with
certain warnings 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 affected.

    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 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.



                                       13
<PAGE>   16

CERTAIN LEGAL AND REGULATORY MATTERS, (Continued)

    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 the Company's
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 the
Company 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 the Company's 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
condition, results of operations or cash flows.

                    RISK ASSOCIATED WITH BUSINESS ACTIVITIES

THE COMPANY'S DEBT LEVELS MAY LIMIT ITS FUTURE FLEXIBILITY IN OBTAINING
ADDITIONAL FINANCING AND IN PURSUING BUSINESS OPPORTUNITIES.

    As of December 31, 1999, the Company had outstanding indebtedness of
$1,176.0 million, including $776.0 million under its Senior Bank Facilities and
$400.0 million of 10 3/8% Senior Subordinated Notes due 2006.

    The Company's high degree of leverage could have important consequences to
the holders of its common stock, including but not limited to the following:

    o   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;

    o   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; and

    o   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 the Company more vulnerable to a downturn in general economic
        conditions.



                                       14
<PAGE>   17

RISK ASSOCIATED WITH BUSINESS ACTIVITIES, (Continued)

    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 the
Company's 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 addition, the
realization of future income tax benefits is dependent upon sufficient future
taxable income. In the absence of these 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 the Company cannot assure you as to the timing of these sales
or the proceeds that it could realize therefrom.

THE COMPANY'S DEBT FACILITIES CONTAIN RESTRICTIVE COVENANTS, WHICH MAY LIMIT ITS
ABILITY TO ENGAGE IN VARIOUS CORPORATE ACTIVITIES.

    The Company's Senior Bank Facilities and the indenture related to its Senior
Subordinated Notes contain a number of significant covenants that, among other
things, restrict its ability and that of the Company's subsidiaries to dispose
of assets, incur additional indebtedness and pay dividends. In addition, the
Company is required to comply with specified financial ratios and satisfy
certain financial condition tests. The Company's ability to comply with these
agreements may be affected by events beyond its control, including prevailing
economic, financial and industry conditions. The breach of any of these
covenants or restrictions could result in a default under the Senior 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 is unable to repay its indebtedness to its
senior lenders, the Company's lenders could proceed against the collateral
securing this indebtedness. If the indebtedness under the Company's Senior Bank
Facilities or its 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
this indebtedness and the Company's other indebtedness.

IMPLEMENTING THE COMPANY'S BUSINESS STRATEGY AND PURSUING STRATEGIC ACQUISITIONS
WILL INVOLVE MANAGEMENT TIME AND EXPENSE AND COULD ADVERSELY AFFECT ITS
OPERATIONS.

    The Company intends to pursue a business strategy of increasing sales and
profits in its core 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 continue 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. The Company cannot be assured 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 its 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 consent. Moreover, depending
on the nature, size and timing of future acquisitions, the Company may be



                                       15
<PAGE>   18

RISK ASSOCIATED WITH BUSINESS ACTIVITIES, (Continued)

required to raise additional financing. There can be no assurance that the
Senior Bank Facilities, the indenture or any other loan agreement to which it
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
it, or at all.

THE FOOD PRODUCTS BUSINESS IS HIGHLY COMPETITIVE AND INVOLVES VARIOUS RISKS.

    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 and lower fixed costs, and there
can be no assurance that the Company can compete successfully with these 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 its operations.

    In addition, the industry has the following inherent risks:

    o   changes in general economic conditions, evolving consumer preferences
        and nutritional and health-related concerns, and the effects of retail
        consolidation; and

    o   consumer product liability claims and the risk of product tampering.

THE COMPANY DEPENDS ON RAW MATERIALS IN ITS OPERATIONS.

    The primary raw materials used in the Company's operations include metal
food and aerosol cans, flour, meat, tuna, pollock, salmon, tomatoes, tomato
paste, oils and shortenings, sweeteners, corrugated materials, corn, grains,
beans and peanuts. All of the Company's raw materials are generally available
from numerous suppliers, other than tuna and salmon processed by the seafood
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 U.S. 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 to pass through increases in costs of raw materials to the Company's
customers is dependent upon competitive conditions and pricing methodologies
employed in the various markets in which it operates.

THE CONTROLLING STOCKHOLDER POSITION OF HICKS MUSE AND THE RELATIONSHIP OF HICKS
MUSE WITH THE COMPANY'S MANAGEMENT MAY RESULT IN A CONFLICT OF INTEREST.

    Hicks Muse beneficially owns approximately 43% of the Company's common stock
and, accordingly, will be able to significantly influence:

    o   election of the members of the board of directors and therefore
        influence the Company's management and policies; and

    o   the outcome of any corporate or other matter submitted to the Company's
        stockholders.

The interests of Hicks Muse may conflict with those of other stockholders.



                                       16
<PAGE>   19

RISK ASSOCIATED WITH BUSINESS ACTIVITIES, (Continued)

    In addition, some of the Company's officers and directors, including Mr.
Metropoulos, also serve as officers or directors of other portfolio companies of
Hicks Muse. Under the terms of his employment contract, Mr. Metropoulos is
required to devote sufficient time to the Company's business and affairs
necessary to discharge his responsibilities as Chief Executive Officer. In May
1999, an affiliate of Hicks Muse acquired a leading British producer of food
products and upholstered furniture. Mr. Metropoulos serves as Executive Chairman
of that company and will devote a portion of his business time to that company.
Service as a director or officer of both International Home Foods and another
company, other than one of the Company's subsidiaries, 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 the
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
International Home Foods and one or more other companies. In addition, there is
no agreement with Hicks Muse or Mr. Metropoulos requiring that any acquisition
opportunities in the food business be pursued through International Home Foods.
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 conflicts will be resolved in favor of International Home
Foods.

THE FOOD INDUSTRY IS REGULATED EXTENSIVELY BY VARIOUS GOVERNMENTAL AUTHORITIES.

    The United States Food and Drug Administration, the United States Department
of Agriculture and other state and local authorities regulate the Company's
operations extensively regarding the processing, packaging, storage,
distribution, advertising and labeling of its products and environmental
compliance. Federal, state and local authorities inspect the Company's
manufacturing facilities and products periodically. The Federal Trade
Commission, regulates the Company's advertising pursuant to the Federal Trade
Commission Act. In addition, the Company must comply with similar laws in
foreign jurisdictions in which it conducts operations.

    The Company believes that it is currently in substantial 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 all of these laws and regulations or that
it will be able to comply with future laws and regulations. Failure 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 its
operations.

THE FOOD INDUSTRY IS SUBJECT TO EXTENSIVE AND CHANGING ENVIRONMENTAL REGULATION.

    The Company's past and present business operations and its past and present
ownership and operation of real property are subject to extensive and changing
federal, state, local and foreign environmental laws and regulations relating 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 these laws and regulations is not
expected to have a material impact on the Company's capital expenditures,
earnings or competitive position.




                                       17
<PAGE>   20

RISK ASSOCIATED WITH BUSINESS ACTIVITIES, (Continued)

THE COMPANY DEPENDS ON TRADEMARKS THAT MAY BE THREATENED THROUGH IMITATION OR
ASSERTION OF OWNERSHIP RIGHTS BY OTHERS.

    The Company believes that its trademarks and other proprietary rights are
important to its success and competitive position. Accordingly, the Company
devotes substantial resources to the establishment and protection of its
trademarks on a worldwide basis. The Company cannot assure you that the actions
taken 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 its products as violative of the trademarks and
proprietary rights of others. Moreover, there can be no assurance that others
will not assert rights in, or ownership of, trademarks and other proprietary
rights or that the Company will be able to successfully resolve such conflicts.
In addition, the laws of foreign countries may not protect proprietary rights to
the same extent as do the laws of the United States.

THE COMPANY MAY INCUR SIGNIFICANT LIABILITY AS A RESULT OF A PRODUCT LIABILITY
CLAIM OR IN THE EVENT THE COMPANY IS REQUIRED TO RECALL ANY OF ITS PRODUCTS.

    The Company may incur significant liability if the consumption of any of its
products causes 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 it will not be obligated to recall its products. The Company
has not historically incurred material expenditures in respect of product
liability claims and the Company maintains insurance for both product recall and
product liability.



                                       18
<PAGE>   21

ITEM 2.  PROPERTIES

    The Company leases office space in Parsippany, New Jersey, San Diego,
California and Greenwich, Connecticut under operating leases expiring in
November 2006, April 2002 and October 2004, respectively.

    The Company operates the manufacturing plants described in the following
table. The Company owns all of these plants, except for the facilities noted,
which the Company leases under an operating lease. In addition, the Company owns
a 30% interest in a water treatment plant adjacent to its Puerto Rico processing
plant. The Company believes that its manufacturing plants have sufficient
capacity to accommodate the Company's planned growth over the next few years.

<TABLE>
<CAPTION>
      SEGMENT                  LOCATION                   SQUARE FEET                     PRODUCTS MANUFACTURED
      -------                  --------                   -----------                     ---------------------

<S>                   <C>                                 <C>            <C>
Branded Products,         Milton, Pennsylvania              895,400      Canned pasta, microwave products, mustard,
  Private Label and                                                      glazed popcorn and sauces
  Foodservice:        (1) Trenton, Missouri                 335,200      Vienna sausages, chili, hash, potted meat,
                                                                         sandwich spreads, and sausage and gravy
                      (1) Fort Worth, Texas                 204,800      Beans and chili
                      (1) Seagrove, North Carolina          198,000      Beans, vegetables, fruit and popcorn
                          Highspire, Pennsylvania            29,000      Cereals

Seafood:              (1) Mayaguez, Puerto Rico             222,000      Canned tuna
                      (1) Santa Fe Springs, California      122,000      Canned tuna
                      (1) Motley, Minnesota                 108,900      Surimi seafood products
                      (1) Duluth, Minnesota                  60,000      Surimi seafood products
                          Manta, Ecuador                     66,000      Canned tuna and tuna loins for processing in
                                                                         the Company's Santa Fe Springs facility
                          Manta, Ecuador                     55,300(2)   Canned tuna
                      (1) Violet, Louisiana                  41,000      Canned shrimp
                      (1) Toronto, Canada                    15,940(2)   Surimi seafood products

Private Label:        (1) Lakeville, Minnesota              244,000      Breakfast cereals, granola/cereal bars,
                                                                         marshmallows, marshmallow crisp rice bars
                                                                         and ready-to-eat pie crusts
                      (1) Rossville, Illinois               193,000      Cooking spray
                          Danville, Illinois                120,000      Fruit Snacks
                      (1) Potomac, Illinois                  29,000      Health and beauty aids

Other:                (1) Irapuato, Mexico                  212,000      Catsup, canned vegetables and bottled salsa
                          Niagara Falls, Canada             165,500      Canned pasta, pizza kits, dinner kits, sauces,
                                                                         glazed popcorn, stews and meatballs

The Company also owns and operates a full service distribution center:

                          Milton, Pennsylvania              750,000

(1)  Also used as a distribution point.
(2)  Leased Facility.
</TABLE>
---------------------

    The Company has also entered into co-packing (third party manufacturing)
agreements with several manufacturers for Bumble Bee canned salmon, Orleans
crab, mackerel, sardines, kippers, oysters and clams, PAM cooking spray, Ro*Tel
diced tomatoes, Chef Boyardee dinners and pizza kits and G. Washington's dry
seasonings and broths.

    The Company distributes its products in the United States through 24
distribution points, 12 of which are owned by the Company, and 11 of which are
third party warehouses and one of which is 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 from eight
distribution points, seven of which are third party warehouses and one of which
is leased. In Mexico, Productos Del Monte operates from 11 distribution points,
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.



                                       19
<PAGE>   22

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 affected.

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. These contracts do not include any
minimum quantity requirements.

The Company is involved in various pending or threatened litigation and claims.
Although the outcome of any legal proceedings 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.



                                       20
<PAGE>   23

                                     PART II


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

Information regarding the Company's common stock and market price for the period
from January 1, 1998 through December 31, 1999 is set forth on page 51 and on
the inside back cover of the 1999 Annual Report and is incorporated herein by
reference.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data for the five years ended December 31, 1999 is set forth
on page 52 of the 1999 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, 1999 is set
forth on pages 23 through 29 of the 1999 Annual Report and is incorporated
herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding financial instruments and risk management strategies is
set forth on page 29 of the 1999 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, 1999 and 1998, and the consolidated statements of income, stockholders'
equity, and cash flows, and notes to financial statements for each of the years
in the three-year period ended December 31, 1999 are set forth on pages 31
through 52 of the 1999 Annual Report and is incorporated herein by reference.

Selected unaudited quarterly financial data for the years ended December 31,
1999 and 1998 is set forth on page 51 of the 1999 Annual Report and is
incorporated herein by reference.

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

Not applicable.



                                       21
<PAGE>   24

                                    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 2000 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 2000 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 2000 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 2000 Annual
Meeting of Stockholders, and is incorporated herein by reference.



                                       22
<PAGE>   25

                                     PART IV



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, 1999
          and 1998.

          Consolidated Balance Sheets as of December 31, 1999 and 1998.

          Consolidated Statements of Income for the years ended December 31,
          1999, 1998 and 1997.

          Consolidated Statement of Stockholders' (Deficit) Equity for the years
          ended December 31, 1999, 1998 and 1997.

          Consolidated Statements of Cash Flows for the years ended December 31,
          1999, 1998 and 1997.

          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 52 of the 1999
          Annual Report and are incorporated herein by reference.

     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

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

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

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

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

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



                                       23
<PAGE>   26

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


EXHIBIT
NUMBER                                      DESCRIPTION


       10.6*      - -   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

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

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

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

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

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

       10.12**    - -   Employment Agreement, dated January 3, 2000, by and
                        between the Company and Lawrence K. Hathaway

       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 from the Company's Registration Statement on
      Form S-4, dated February 19, 1997, File No. 333-18859

**    Filed herewith

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

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

***** Incorporated by reference from the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1998.

(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.




                                       24
<PAGE>   27

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 Greenwich,
State of Connecticut.

                         INTERNATIONAL HOME FOODS, INC.


   March 29, 2000          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>                                                          0<C>
  /s/ C. Dean Metropoulos                 Chairman of the Board and Chief Executive                    March 29, 2000
----------------------------------        Officer (Principal Executive Officer)
      C. Dean Metropoulos

  /s/ Lawrence K. Hathaway                President and Chief Operating Officer                        March 29, 2000
----------------------------------
      Lawrence K. Hathaway

  /s/ Craig D. Steeneck                   Chief Financial Officer                                      March 29, 2000
----------------------------------        (Principal Financial and Accounting Officer)
      Craig D. Steeneck

  /s/ Thomas O. Hicks                     Director                                                     March 29, 2000
----------------------------------
      Thomas O. Hicks

  /s/ Michael J. Cramer                   Director                                                     March 29, 2000
----------------------------------
      Michael J. Cramer

  /s/ Michael J. Levitt                   Director                                                     March 29, 2000
----------------------------------
      Michael J. Levitt

  /s/ M. L. Lowenkron                     Director                                                     March 29, 2000
----------------------------------
      M. L. Lowenkron

  /s/ Andrew S. Rosen                     Director                                                     March 29, 2000
----------------------------------
      Andrew S. Rosen
</TABLE>



<PAGE>   28

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     DESCRIPTION
-------                                    -----------

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

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

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

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

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

       10.6*       - -  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

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

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

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

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

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

       10.12**     - -  Employment Agreement, dated January 3, 2000, by and
                        between the Company and Lawrence K. Hathaway

       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