<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, 1997 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
    $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 [X]

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

                                                       Aggregate market value
                           Outstanding at             held by non-affiliates at
      Class               February 28, 1998                February 28, 1998
      -----               -----------------                -----------------
  Common stock,               77,246,603                      $659,173,311
 par value $0.01

                       DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of registrant's Annual Report to Stockholders for the year ended
   December 31, 1997 are incorporated into Part I and Part II.

2. Portions of the registrant's Proxy Statement to be furnished in connection
   with the 1998 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                                                    19

PART II

    Item 5.     Market for Registrant's Common Equity and
                Related Stockholders Matters                                        20


    Item 6.     Selected Financial Data                                             20

    Item 7.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                                 20


    Item 8.     Financial Statements and Supplementary Data                         20

    Item 9.     Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                                 20


PART III

    Item 10.    Directors and Executive officers of the Registrant                  21

    Item 11.    Executive Compensation                                              21

    Item 12.    Securities Ownership of Certain Beneficial Owners
                and Management                                                      21

    Item 13.    Certain Relationships and Related Transactions                      21

    Item 14.    Exhibits, Financial Statement Schedules and Reports
                on Form 8-K                                                         21

</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 $163.0 million in cash, including fees, and the
assumption of certain liabilities, including trade payables and certain accrued
liabilities. Bumble Bee 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 asset of
Orleans Seafood, Inc. ("Orleans") for $26.9 million, including transaction fees.
Orleans is a specialty canned seafood manufacturer and marketer.

On March 9, 1998, the Company acquired substantially all of the assets of the
Puritan stews and canned meats business from Unilever's T. J. Lipton Canada
division for a total purchase price of approximately $34.3 million ($CN49.6
million).

The Company's well-established portfolio of shelf-stable food products includes
Chef Boyardee prepared foods, Bumble Bee premium canned seafood, PAM cooking
spray, Polaner fruit spreads and spices and Gulden's mustard. In the United
States, 11 of the Company's 14 principal branded product lines command the
number one position in their defined markets during 1997. 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

In the United States, the Company groups its brands into five general categories
consisting of Chef Boyardee branded products, Bumble Bee branded products,
specialty brands, southwestern cuisine and snack foods. Chef Boyardee is one of
the nation's most widely recognized brands and is found in over half of American
homes with children. Bumble Bee is one of the leading brands of premium canned
seafood in the U.S. and is the leading brand of canned white meat tuna and
salmon in the U.S. The Company's strong Chef Boyardee and Bumble Bee brands are
complemented by its specialty brands, including PAM cooking spray, Polaner fruit
spreads and spices, Gulden's mustard, Maypo, Wheatena and Maltex hot cereals and
G. Washington's dry seasonings and broths. In the growing market for
southwestern cuisine the Company's products include Ro*Tel canned tomatoes with
green chilies and strong regional brands such as Ranch Style and Luck's canned
beans and Dennison's chili. In the snack foods 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. The Company, through
its Productos Del Monte subsidiary, is also a leading processor and marketer of
branded catsup, canned vegetables and bottled salsa in Mexico.

     References to market, category, segment sales, market share percentages and
market positions reflect grocery sales dollars for the 52-week period ended
December 20, 1997, as gathered by A.C. Nielson for United States markets.




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<PAGE>   5
CHEF BOYARDEE

     The Chef Boyardee product line consists of canned pasta, microwave pasta,
pizza kits, dry dinners and pizza 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. Canned pasta is purchased most frequently
by women with children between the ages of 3 and 12.

     The Company separates the canned pasta category into two segments: "All
Family" and "Kids". The "All Family" segment represents canned pasta products
primarily consumed by children over the age of six as well as adults. The "Kids"
segment 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 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 newly introduced Chef Jr. line and has been
reformulated to appeal to younger children. The Chef Jr. line includes shapes
such as ABCs and 123s.

     As the table below indicates, Chef Boyardee is the leading brand in the
canned pasta category with a 56% market share in 1997, followed by the Campbell
Soup Company's Franco American brand at 37%. The remaining seven percent of this
category is fragmented, with private label accounting for approximately five
percent.

<TABLE>
<CAPTION>

                                                                  1997 Market Share
                                                          ----------------------------------
          Segment                                           Chef        Franco
                                    Size                  Boyardee     American        Other
                             (Dollars in millions)
<S>                                 <C>                     <C>           <C>           <C>
"All Family"                        $334                    77%           15%           8%
"Kids"                               206                    22%           72%           6%
                                    ----
    Total Canned Pasta              $540                    56%           37%           7%
                                    ====
</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
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) promoting the nutritional benefits of Chef
Boyardee, including its 99% fat-free products, versus other quick meal
alternatives.



                                       3
<PAGE>   6

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 a 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, 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.

     The 1997 canned seafood market in the U. S. is approximately $1.3 billion
and is generally segmented into two main categories, white meat ($451.6 million)
and light meat ($650.0 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 1997, followed by H. J.
Heinz Company's Starkist brand and Van Camp Seafood Company, Inc.'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 1997. Private label represents 6% and
15% 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 1997.

<TABLE>
<CAPTION>

                                                                                  1997 Market Share
                                                              -----------------------------------------------------------
           Segment                        Size                Bumble Bee    Starkist       Chicken of the Sea       Other
                                   (Dollars in millions)
<S>                                        <C>                    <C>          <C>                <C>                <C>
     Canned White Meat Tuna                $452                   40%          34%                15%                11%
     Canned Light Meat Tuna                $650                   15%          50%                16%                19%
</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, management is (i)
pursuing a consumer-based marketing and advertising strategy that leverages the
equity of the Bumble Bee brand name and promotes the healthy and convenience
features of its products, (ii) introducing complementary products under the
Bumble Bee brand name that emphasize the convenience and nutritional benefits of
canned seafood, (iii) broadening the distribution of Bumble Bee products to
include alternative markets such as food service operators and (iv) aggressively
sourcing albacore tuna for Bumble Bee canned white meat tuna.

SPECIALTY BRANDS

     The Company's portfolio of specialty brands consists primarily of PAM,
Polaner, Gulden's, each of which commands leading national positions in its
defined markets. These brands have broad consumer recognition that has been
developed through strong marketing and advertising support.


                                       4
<PAGE>   7


SPECIALTY BRANDS (Continued)

      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.

     In grocery outlets, the non-stick cooking spray category has grown at a
compound annual rate of approximately 9% from 1993 to 1997. 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 $162.1 million non-stick cooking spray category with 52% of
the 1997 market, while CPC International, Inc's Mazola, Procter & Gamble's
Crisco and ConAgra's Wesson had market shares of 13%, 4% and 2%, respectively.
Private label accounts for most of the remaining market share with approximately
20%, of which Creative Products 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 advertising campaigns and on-package and in-store recipe suggestions. The
Company plans to introduce two new flavors, garlic and lemon, and a barbecue
spray that is formulated to withstand higher heat. In addition, the company has
begun to distribute Pam in Mexico.

     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 focal point of
the Company's Polaner marketing efforts are the "All- Fruit"
fruit-juice-sweetened line of spreads. The Company emphasizes Polaner's premium
image and quality in order to differentiate the brand from its competitors.

     During 1997 fruit spreads were a $677.5 million category, with the
fruit-juice-sweetened segment representing $85.4 million of the category. The
fruit-juice-sweetened segment consists of premium products that contain less
refined sugar than other spreads such as jams and preserves. The primary
consumers of fruit-juice-sweetened spreads are women over the age of 35 with
higher incomes. Since the Polaner brand was acquired by the Company and expanded
to national distribution less than three years ago, its market share in the
fruit-juice-sweetened segment has increased from 32% in 1993 to 47% in 1997.
Polaner's nearest competitor in this segment is J. M. Smucker Co.'s Simply Fruit
at 33% in 1997.

     Gulden's. Gulden's mustard is the leader in the brown mustard segment with
a 50% market share in 1997, followed by French's Deli Style with a 24% market
share. Brown mustard is a $40.9 million segment of the $271.0 million mustard
category. The brown mustard grocery segment grew at a compound annual rate of 8%
between 1993 and 1997.

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


                                       5
<PAGE>   8

SOUTHWESTERN CUISINE

     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 canned chili were $972.0 million and $300.7 million
categories in 1997, respectively, with the West and Southwest representing
approximately 66% of total U.S. canned chili volume. Tomatoes with green chilies
was a $39.0 million category in 1997, with the Southwest representing
approximately 51% of total U.S. volume.

     A number of the Company's products in the southwestern cuisine categories,
including Dennison's black bean chili with chorizo sausage and beef and Ro*Tel
diced tomatoes with green chilies, are targeted at the U.S. Hispanic population
which is expected to increase 30% between 1996 and 2005 according to the most
recent Bureau of Census report. In addition, management believes that the
growing national market for beans, which is being driven by trends toward
healthier eating, will benefit the Company's Ranch Style brand. In general,
southwestern cuisine products have enjoyed above average growth over the past
five years.

     Ro*Tel. The Company's Ro*Tel brand, which consists of diced tomatoes with
green chilies and whole tomatoes with green chilies, had a 84% market share in
1997. 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. The Company
introduced two product extensions, "mild" and "extra hot" and launched two more
flavors in 1997, Mexican Fiesta and Italian Harvest.

     Ranch Style. The Ranch Style product line consists of pork `n beans, baked
beans, refried beans, other beans, chili and beef-stew. The brand is marketed
primarily in the southwestern United States where it led the region with a 23%
share of the miscellaneous canned bean market in 1997 and a 39% share of the
pork and beans market in 1997. With ingredients that are low in fat and high in
protein, Ranch Style products are positioned to satisfy the growing toward trend
healthy eating. The Company expanded the line offering by introducing four new
baked bean items 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 27% market share in 1997.

     Luck's. Luck's is the leader in the $63.1 million miscellaneous bean market
in the Southeast with a 32% market share in 1997. The Luck's product family
primarily includes bean products known for their traditional southern-style
flavor. In July 1997, the Company launched the first fat-free entries into the
miscellaneous beans category with four new Luck's fat-free items.

     Dennison's. The Dennison's line consists primarily of chili con carne with
and without beans, extra hot chili and recently introduced 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 20% share of the region's $98.8 million
canned chili market in 1997.


                                       6
<PAGE>   9
SNACK FOODS


     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, which emphasizes the Crunch `n Munch brand name, and its new fat-free
product, as well as further product line extensions such as the recently
introduced 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 $71.4 million category in 1997. 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 1997, Crunch `n Munch commands a 37% market share,
followed by Cracker Jack at 33%. No other competitor accounts for more than 10%
of the market.

     Campfire. The Company's Campfire product line consists of marshmallows and
marshmallow crisp rice bars. The Campfire brand name enjoys broad consumer
recognition, as it is the oldest brand name in the marshmallows category.
Campfire Marshmallow Munchie is the third leading marshmallow crisp rice bar
with a 6% market share of this $170.6 million 1997 market, behind Kellogg
company's Rice Krispies brand with a 59% market share and General Mills, Inc.'s
Golden Graham Treats with a 22% market share. Campfire marshmallow is the second
leading brand in the $113.9 million grocery marshmallow market with a 7% market
share in 1997. Favorite Brands, Inc.'s Jet Puff brand is the market leader with
a 47% market share, with private label accounting for the balance of the market.

OTHER MARKETS

     The Company's branded business in the United States is complemented by a
strong presence in Canada, Mexico and Puerto Rico, growing food service and
private label businesses, and sales to the U. S. military.

     Canada. The Company markets Chef Boyardee canned pasta, PAM cooking spray,
Crunch `n Munch glazed popcorn 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 Chef Boyardee canned pasta and PAM.

     Food Service. 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 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. The Company's
recent acquisition of Creative Products has expanded its product offering and
sales to food service customers. Management believes that opportunities exist to
utilize the Company's excess plant capacity to facilitate additional growth in
food service sales.



                                       7
<PAGE>   10

OTHER MARKETS (Continued)


     Private Label. The primary products manufactured by the Company under
private labels are prepared pasta, jams and jellies, cooking spray and
marshmallow products. Private label represents an additional opportunity for
growth and the utilization of excess plant capacity. Management believes that
the addition of Creative Products' dedicated private label sales force will help
the Company broaden its private label business.

     Mexico, Puerto Rico and International. 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. The Company
believes that Chef Boyardee, with over 25 years of sales in Puerto Rico,
commands 98% of the Puerto Rico canned pasta market. Moreover, the Company's
products are exported to over 35 other countries.

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

     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 products line extensions and new products.

     See also "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 25 through 28 of the Company's 1997 Annual
Report, which is incorporated herein by reference.

                                    INDUSTRY


     The U.S. 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. 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.

     Consumer demand for food products in the United States is being strongly
influenced by the growth of the "baby boomer" population. The changing
lifestyles and needs of these individuals --- now between the ages of 31 and 50
--- have driven the introduction of nutritious foods that are convenient to
prepare and provide quick family meal alternatives. The primary target market
for convenience foods includes baby boomer parents and approximately 39 million
children between the ages of 5 and 14.



                                       8
<PAGE>   11


INDUSTRY (Continued)

     In addition to the U. S. market, certain international markets with
above-average population growth and expanding economies offer substantial growth
potential for the industry, especially for companies with existing international
sales of popular U. S. brands. Moreover, the food service and private label
markets provide alternative opportunities for growth by branded food companies.

                                    MARKETING


     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 its
marketing efforts towards building brand equity through consumer advertising and
trial generating activities rather than trade spending and discounting.

                                  RAW MATERIAL


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

                                   TRADEMARKS


     The Company owns a number of registered trademarks, including Chef
Boyardee, Bumble Bee, PAM, Franklin Crunch `n Munch, Polaner, Gulden's, Jiffy
Pop, Dennison's, Luck's, Ranch Style, Ro*Tel, Campfire, Marshmallow Munchie,
Wheatena, Maypo, Maltex and G. Washington's. 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.



                                       9
<PAGE>   12


                                    EMPLOYEES

     As of December 31, 1997, the Company employed approximately 6,415 people.
Approximately 41% of the Company's employees are unionized. Approximately 56% 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 14% of the unionized
employees are represented by the Teamsters Union, whose contract expired in
June, 1997. The Company and the Teamsters Union are renegotiating a collective
bargaining agreement.

                      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, 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 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.



                                       10
<PAGE>   13


                CERTAIN LEGAL AND REGULATORY MATTERS (Continued)


     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. The Company has been identified as a potentially
responsibility party at one Superfund site. Although the outcome of any legal
proceeding cannot be predicted with certainty, management believes through its
discussions with counsel and the United States Environmental Protection Agency
that its proportionate share of any liability arising from such matters, or the
resolution of any other 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.

     In 1995, the water treatment plant in Mayaguez, Puerto Rico that is 30%
owned by the Company entered into a consent decree pursuant to which it agreed
to implement remedial capital improvements to improve its waste-water discharge.
The Company will be responsible for 30% of the costs of these improvements,
which are not expected to be material to the Company. 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 regulation 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 or results of operations.

                    RISK ASSOCIATED WITH BUSINESS ACTIVITIES

     Substantial Leverage. The Company is highly leveraged. At December 31,
1997, the Company had outstanding indebtedness of $1,010.0 million including
$610.0 million under the Senior Bank Facilities and $400.0 million of the
Company's Senior Subordinated Notes. A substantial portion of the cash flow from
the Company's operations will be applied to the service of 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.


                                       11
<PAGE>   14


              RISK ASSOCIATED WITH BUSINESS ACTIVITIES (Continued)


     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 in 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 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.


                                       12
<PAGE>   15


              RISK ASSOCIATED WITH BUSINESS ACTIVITIES (Continued)


     General Risks of Food Industry. The food products manufacturing industry is
subject to the risk of adverse changes in general economic conditions; 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, fruit and fruit-juice concentrates, 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 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
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 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 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 shareholders of the Company. The Company acquired Productos Del Monte from
an affiliate of Hicks Muse. 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 or 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 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 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 investigation, assessment 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 is effectively self-insured against such
liabilities. A product liability judgment against the Company or a product
recall could have a material adverse effect on the Company's business, financial
condition and results of operations.



                                       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 containing a renewal option for an additional five year
term. 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                      354,800       Canned pasta, microwave products, tomatoes with
                                                              green chilies, chili and tomato paste
     Mayaguez, Puerto Rico                      222,000       Canned tuna
     Irapuato, Mexico                           212,000       Catsup, canned vegetables and bottled salsa
     Clearfield, Utah                           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 and glazed
                                                              popcorn
     Santa Fe Springs, California               122,000       Canned tuna
     Manta, Ecuador                              66,000       Canned tuna and tuna loins for processing in the
                                                              Company's Santa Fe Springs facility
     Highspire, Pennsylvania                     29,000       Cereals
     New Orleans, Louisiana                      18,000       Canned shrimp, crab and mackerel
     Wichita, Kansas                             14,600       Crisp rice

</TABLE>

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

The Company distributes its products in the United States through 26
distribution points, nine of which are owned by the Company and 17 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 six distribution points, one of which is Company-owned. In Mexico,
Productos Del Monte operates five distribution centers. 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, San Diego, California
and Greenwich, Connecticut under operating leases expiring in November 2006,
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 condition or 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, 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 in California
may be adversely effected.

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. 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. The Company has been identified
as a potentially responsible party at one Superfund site. Although the outcome
of any legal proceeding cannot be predicted with certainty, management believes
through its discussion with counsel and the United States Environmental
Protection Agency that its proportionate share of any liability arising from
such matters, or the resolution of any other 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.

In 1995, the water treatment plant in Mayaguez, Puerto Rico that is 30% owned by
the Company entered into a consent decree pursuant to which it agreed to
implement remedial capital improvements to improve its waste-water discharge.
The Company will be responsible for 30% of the costs of these improvements,
which are not expected to be material to the Company.

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.



                                       18
<PAGE>   21

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



     Prior to the Company's initial public offering, on October 24, 1997, the
holders of shares of common stock of the Company, by written consent,
unanimously approved (i) an amendment to the Company's certificate of
incorporation that effected a 5.3292 for 1 reverse stock split, decreased the
number of shares of the Company's capital stock, staggered the Board of
Directors into three classes and implemented other stockholder protection
measures (as set forth in the certificate of incorporation included as Exhibit
3.1 to this Report on Form 10-K) and (ii) and amendment to the company's 1997
Stock Option Plan to effect changes necessary for the plan to qualify for
certain exemptions from the provisions of Section 16 under the Securities
Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986.



                                       19
<PAGE>   22

                                     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, 1997 is set forth on page 52 of the
1997 Annual Report and is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data for the six years ended December 31, 1997 is set forth
on page 51 of the 1997 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, 1997 is set
forth on pages 25 through 28 of the 1997 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, 1997 and 1996, and the consolidated statements of income, stockholders'
equity (deficiency), and cash flows, and notes to financial statements for each
of the years in the three year period ended December 31, 1997 are set forth on
pages 30 through 49 of the 1997 Annual Report and is incorporated herein by
reference.

Selected quarterly financial data for the years ended December 31, 1997 and 1996
is set forth on page 50 of the 1997 Annual Report is incorporated herein by
reference.

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

The information required by this item has been previously reported.


                                       20
<PAGE>   23

                                    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 1998 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 1998 Annual Meeting of Stockholders, and
is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

Information regarding securities ownership of certain beneficial owners and
management is set forth on pages 13 and 14 of the Company's Proxy Statement for
the 1998 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 through 17 of the Company's Proxy Statement for the 1998
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

           Independent Accountant's Reports for years ended December 31, 1997
           and 1996.

           Consolidated Balance Sheets as of December 31, 1997 and 1996.

           Consolidated Statements of Income for the years ended December 31,
           1997, 1996 and 1995.

           Consolidated Statements of Cash Flows for the years ended December
           31, 1997, 1996 and 1995.

           Consolidated Statement of Changes in Stockholders' Equity (Deficit)
           for the years ended December 31, 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 29 through 49 of the 1997 Annual Report and
are incorporated herein by reference.


                                       21
<PAGE>   24

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



(a)   2.  Financial Statement Schedules

          Report of Coopers & Lybrand L.L.P. Independent Accountants for the
          years ended December 31, 1997 and 1996**

          Report of Arthur Anderson LLP, Independent Public Accountants for the
          year ended December 31, 1995**

          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.

(a)  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.



                                       22
<PAGE>   25

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

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

   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 November 21, 1997, by and among the Company and the
                    banks' signatory thereto.


                                       23


<PAGE>   26

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

   11.1**   - -     Statement Re: Computation of earnings per share
   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 Coopers & Lybrand L.L.P., Independent
                    Accountants
   23.2**   - -     Consent of Arthur Anderson LLP, Independent Public
                    Accountants
   27.1**   - -     Financial Data Schedule


(b)   Reports on Form 8-K

          Dated March 16, 1998, under Item 5 (Other Events) and Item 7
          (Financial Statements and Exhibits).

------------------
*        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




                                       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 Parsippany,
State of New Jersey.

                         INTERNATIONAL HOME FOODS, INC.


   March 31, 1998              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 31, 1998
      C. Dean Metropoulos                 Officer (Principal Executive Officer)

      /s/  N. MICHAEL DION
      -----------------------------       Chief Financial Officer                                      March 31, 1998
      N. Michael Dion                     (Principal Financial and Accounting Officer)

      /s/  L. HOLLIS JONES
      -----------------------------       Director                                                     March 31, 1998
      L. Hollis Jones

      /s/  THOMAS O. HICKS
      -----------------------------       Director                                                     March 31, 1998
      Thomas O. Hicks

      /s/  CHARLES W. TATE
      -----------------------------       Director                                                     March 31, 1998
      Charles W. Tate

      /s/  ALAN B. MENKES
      -----------------------------       Director                                                     March 31, 1998
      Alan B. Menkes

      /s/  MICHAEL J. LEVITT
      -----------------------------       Director                                                     March 31, 1998
      Michael J. Levitt

      /s/  M. L. LOWENKRON
      -----------------------------       Director                                                     March 31, 1998
      M. L. Lowenkron

      /s/  ROGER T. STAUBACH
      -----------------------------       Director                                                     March 31, 1998
      Roger T. Staubach

      /s/  JOHN R. MUSE
      -----------------------------       Director                                                     March 31, 1998
      John R. Muse

</TABLE>






<PAGE>   28




ITEM 14 (A)  2.  FINANCIAL STATEMENT SCHEDULES

REPORT OF COOPERS & LYBRAND L.L.P. INDEPENDENT ACCOUNTANTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996.

To the Board of Directors and Stockholders of International Home Foods, Inc.:

We have audited the accompanying consolidated balance sheets of International
Home Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of income, changes in stockholders' equity
(deficiency), and cash flows for the years ended December 31, 1997 and 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of International Home
Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 1997 and 1996, in conformity with generally accepted
accounting principles.



                                                        Coopers & Lybrand L.L.P.
Parsippany, New Jersey
March 30, 1998





<PAGE>   29

ITEM 14  (a) 2.  FINANCIAL STATEMENT SCHEDULE

REPORT OF ARTHUR ANDERSON LLP, INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDED
DECEMBER 31, 1995.

To American Home Products Corporation:

We have audited the accompanying combined statements of operations and parent
company's investment and advances and cash flows of American Home Food Products
identified in Notes 1 and 2 for the year ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
American Home Food Products for the year ended December 31, 1995, in conformity
with generally accepted accounting principles.


Arthur Anderson LLP
New York, New York
October 11, 1996





<PAGE>   30

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


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

<S>        <C>      <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.
   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
</TABLE>



<PAGE>   31

<TABLE>

<S>        <C>     <C>
   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 November 21, 1997, by and among the Company and the
                    banks' signatory thereto.
   11.1**   - -     Statement Re: Computation of earnings per share
   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 Coopers & Lybrand L.L.P., Independent
                    Accountants
   23.2**   - -     Consent of Arthur Anderson LLP, Independent Public
                    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