<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934

            For the Quarterly Period Ended February 27, 2000

                                        OR

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

                        Commission File Number -- 0-17896

                            HANOVER FOODS CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                 <C>
Commonwealth of Pennsylvania                          23-0670710
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


1486 York Road, P.O. Box 334, Hanover, PA             17331
(Address of principal executive offices)              (Zip Code)
</TABLE>

717-632-6000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing for the past 90
days. Yes [X] No [ ]

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

<TABLE>
<CAPTION>
                  Class                      Outstanding at February 27, 2000
                  -----                      --------------------------------
<S>                                          <C>
      Class A Common Stock, $25 par value           288,348 shares

      Class B Common Stock, $25 par value           426,255 shares
</TABLE>


                                       1
<PAGE>   2
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                For the Thirty-Nine Weeks Ended February 27, 2000


<TABLE>
<CAPTION>
Index                                                                 Page

<S>                                                                   <C>
Part I -- Financial Information

   Item 1 -- Financial Statements:

      Condensed Consolidated Balance Sheets
        February 27, 2000 (Unaudited) and May 30, 1999..............   3

      Condensed Consolidated Statements of Operations (Unaudited)
        Thirty-Nine Weeks and Thirteen Weeks Ended
        February 27, 2000 and February 28, 1999.....................   5

      Condensed Consolidated Statements of Stockholders'
        Equity, Periods Ended February 27, 2000 (Unaudited)
        and May 30, 1999............................................   6

      Condensed Consolidated Statements of Cash Flows
        (Unaudited), Thirty-Nine Weeks Ended February 27, 2000
        and February 28, 1999.......................................   7

      Notes to Condensed Consolidated Financial Statements
        (Unaudited).................................................   8

   Item 2 -- Management's Discussion and Analysis of Financial
      Condition and Results of Operations...........................  19
Part II -- Other Information........................................  23

   Item 1      -- Legal Proceedings.................................  23
   Items 2-3   -- None .............................................  25
   Item 4      -- None..............................................  26
   Item 5      -- None..............................................  26
   Item 6      -- Exhibits and Reports on Form 8-K..................  26
</TABLE>


                                       2
<PAGE>   3
                         PART I -- FINANCIAL INFORMATION
                           Item 1. Financial Statements
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                    February 27, 2000     May 30, 1999
ASSETS                                                 (Unaudited)
                                                    -----------------     ------------
<S>                                                 <C>                   <C>
Current Assets:
   Cash and Cash Equivalents                           $  5,778,000       $  2,214,000
   Accounts and Notes Receivable, Net                    27,526,000         26,281,000
   Accounts Receivable from Related Parties, Net            161,000            242,000
   Inventories                                           63,116,000         53,709,000
   Prepaid Expenses                                       1,417,000          1,733,000
   Deferred Income Taxes                                    917,000            917,000
                                                       ------------       ------------

Total Current Assets                                     98,915,000         85,096,000
                                                       ------------       ------------
Property, Plant and Equipment, at Cost:
   Land and Buildings                                    47,418,000         44,006,000
   Machinery and Equipment                              106,180,000         93,585,000
   Leasehold Improvements                                   397,000            383,000
                                                       ------------       ------------
                                                        153,995,000        137,974,000
   Less Accumulated Depreciation and
     Amortization                                        82,680,000         78,573,000
                                                       ------------       ------------
                                                         71,315,000         59,401,000

   Construction in Progress                                 211,000          6,591,000
                                                       ------------       ------------
Total Property, Plant and Equipment                      71,526,000         65,992,000
                                                       ------------       ------------
Other Assets:
   Intangible Assets, Net                                 4,085,000          2,293,000
   Other Assets                                           4,322,000          3,860,000
                                                       ------------       ------------
Total Assets                                           $178,848,000       $157,241,000
                                                       ------------       ------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                          February 27, 2000      May 30, 1999
                                                                (Unaudited)
                                                              -----------------      -------------
<S>                                                           <C>                    <C>
Current Liabilities:
   Notes Payable - Banks                                        $  49,575,000        $  39,629,000
   Accounts Payable                                                25,677,000           22,813,000
   Accrued Expenses                                                 9,302,000            7,433,000
   Current Maturities of Long-Term Debt                             1,824,000            1,859,000
   Income Taxes Payable                                             1,799,000            2,103,000
                                                                -------------        -------------

Total Current Liabilities                                          88,177,000           73,837,000
                                                                -------------        -------------
Long-Term Debt, Less Current Maturities                            12,532,000           12,500,000
Other Liabilities                                                   2,705,000            2,119,000
Deferred Income Taxes                                               4,659,000            4,331,000
                                                                -------------        -------------
Total Liabilities                                                 108,073,000           92,787,000
                                                                -------------        -------------
Stockholders' Equity:
   8.25% cumulative convertible preferred, $25 par value;
   issuable in series, 120,000 shares authorized;
   31,536 shares issued, 15,044 shares outstanding                    788,000              788,000
   4.40% cumulative convertible preferred, $25 par value;
      issuable in series, 10,000 shares authorized; 10,000
      shares issued and outstanding                                   250,000              250,000
   Common stock, Class A, non-voting, $25 par value;
      800,000 shares authorized, 349,210 shares issued,
      288,348 shares at February 27, 2000 and 289,414
      shares at May 30, 1999 outstanding                            8,729,000            8,729,000
   Common stock, Class B, voting, $25 par value;
      880,000 shares authorized, 493,123 shares issued,
      426,255 shares at February 27, 2000 and 426,474
      shares at May 30, 1999 outstanding                           12,328,000           12,328,000
   Capital Paid in Excess of Par Value                              2,143,000            2,143,000
   Retained Earnings                                               54,084,000           47,767,000
   Treasury Stock, at Cost                                         (8,137,000)          (8,076,000)
   Accumulated Other Comprehensive Income                             590,000              525,000
                                                                -------------        -------------
Total Stockholders' Equity                                      $  70,775,000        $  64,454,000
                                                                -------------        -------------
Total Liabilities and Stockholders' Equity                      $ 178,848,000        $ 157,241,000
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statements of Operations - Unaudited


<TABLE>
<CAPTION>
                                                 Thirty-Nine Weeks Ended                 Thirteen Weeks Ended
                                             February 27,       February 28,       February 27,        February 28,
                                                 2000               1999               2000               1999
                                             ------------       ------------        -----------       ------------

<S>                                          <C>                <C>               <C>                <C>
Net Sales                                    $223,086,000       $212,189,000        $78,926,000       $ 72,946,000
Cost of Goods Sold                            166,683,000        159,134,000         59,711,000         54,727,000
                                             ------------       ------------        -----------       ------------
Gross Profit                                   56,403,000         53,055,000         19,215,000         18,219,000
Selling Expenses                               32,041,000         30,472,000         11,829,000         10,905,000
Administrative Expenses                         8,927,000          8,398,000          3,476,000          3,056,000
                                             ------------       ------------        -----------       ------------
Operating Profit                               15,435,000         14,185,000          3,910,000          4,258,000

Interest Expense                                2,962,000          2,369,000          1,105,000            867,000
Other Expenses (Income), Net                      779,000            424,000            ($8,000)           182,000
                                             ------------       ------------        -----------       ------------
Earnings Before Income Taxes                   11,694,000         11,392,000          2,813,000          3,209,000

Income Taxes                                    4,677,000          4,629,000          1,135,000          1,324,000
                                             ------------       ------------        -----------       ------------
Net Earnings                                    7,017,000          6,763,000          1,678,000          1,885,000
Dividends on Preferred Stock                       33,000             33,000             11,000             10,000
                                             ------------       ------------        -----------       ------------
Net Earnings Applicable to
   Common Stock                              $  6,984,000       $  6,730,000          1,667,000        $ 1,875,000
                                             ------------       ------------        -----------       ------------
Earnings Per Share:
   Net Earnings Per Common
      Share - Basic                          $       9.76       $       9.39       $       2.33        $      2.61
   Net Earnings Per Common
      Share - Diluted                        $       9.62       $       9.20       $       2.30        $      2.56
Dividends Per Share, Common                  $      0.825       $       0.99       $      0.275        $     0.275
Basic Weighted Average Shares                     715,236            716,974            714,919            717,086
Diluted Weighted Average Shares                   729,454            731,895            729,137            732,007
                                             ------------       ------------        -----------       ------------
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statements of Stockholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Cumulative                 Cumulative
                                                                Convertible                Convertible
                                            Total              Preferred Stock            Preferred Stock
                                         Stockholders'         Series A and B                Series C
                                           Equity           Shares          Amount      Shares        Amount
<S>                                      <C>                <C>           <C>           <C>          <C>
Balance, May 30, 1999                    $ 64,454,000       31,536        $ 788,000     10,000       $250,000

Net Earnings for the Period              $  7,017,000

Cash Dividends Per Share:

         Preferred Stock                 ($    33,000)
         Common Stock                    ($   667,000)

Redemption of Common Stock

         (Class A 1,066 Shares and
          Class B 219 Shares)            ($    61,000)

Other Comprehensive Income               $     65,000
                                         ------------       ------        ---------     ------       --------
Balance, February 27, 2000               $ 70,775,000       31,536        $ 788,000     10,000       $250,000
                                         ============       ======        =========     ======       ========
</TABLE>

<TABLE>
<CAPTION>


                                                Common Stock                  Common Stock               Capital Paid
                                                  Class A                       Class B                  in Excess of
                                            Shares        Amount          Shares          Amount           Par Value
<S>                                        <C>           <C>              <C>           <C>               <C>
Balance, May 30, 1999                      349,210       $8,729,000       493,123       $12,328,000       $2,143,000

Net Earnings for the Period

Cash Dividends Per Share:

         Preferred Stock
         Common Stock

Redemption of Common Stock

         (Class A 1,066 Shares and
          Class B 219 Shares)

Other Comprehensive Income
                                           -------       ----------       -------       -----------       ----------
Balance, February 27, 2000                 349,210       $8,729,000       493,123       $12,328,000       $2,143,000
                                           =======       ==========       =======       ===========       ==========
</TABLE>

<TABLE>
<CAPTION>

                                                                                         Accumulated
                                                              Treasury Stock                Other
                                          Retained                                       Comprehensive
                                          Earnings         Shares          Amount           Income
<S>                                      <C>               <C>           <C>                <C>
Balance, May 30, 1999                    $47,767,000       142,937       ($8,076,000)       $525,000

Net Earnings for the Period              $ 7,017,000

Cash Dividends Per Share:

         Preferred Stock                 ($   33,000)
         Common Stock                    ($  667,000)

Redemption of Common Stock

         (Class A 1,066 Shares and
          Class B 219 Shares)                                1,285        ($ 61,000)

Other Comprehensive Income                                                                  $ 65,000
                                         -----------       -------       -----------        --------
Balance, February 27, 2000               $54,084,000       144,222       ($8,137,000)       $590,000
                                         ===========       =======       ===========        ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>   7
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
                                                                             Period Ended
                                                                February 27, 2000    February 28, 1999
                                                                -----------------    -----------------
<S>                                                             <C>                  <C>
Increase (Decrease) in Cash and Cash Equivalents

Operating Activities:
   Net Earnings                                                     $  7,017,000        $  6,763,000
   Adjustments to Reconcile Net Earnings to Net
      Cash Provided by Operating Activities:
         Depreciation and Amortization                                 5,439,000           4,629,000
         Deferred Income Taxes                                           328,000             (68,000)
   Changes in Assets and Liabilities:
         Accounts Receivable                                             332,000             402,000
         Inventories                                                  (8,260,000)        (12,792,000)
         Prepaid Expenses                                                398,000             (28,000)
         Accounts Payable and Accrued Expenses                         1,878,000           1,181,000
         Income Taxes Payable                                           (304,000)          1,005,000
         Other Liabilities                                               586,000             415,000
                                                                    ------------        ------------
Net Cash Provided by Operating Activities                              7,414,000           1,507,000
                                                                    ------------        ------------
Investing Activities:
   Increase in Other Assets                                             (384,000)           (608,000)
   Acquisitions of Property, Plant and Equipment                      (8,047,000)        (11,498,000)
   Purchase of Business, Net of Cash Acquired                         (4,524,000)                  0
                                                                    ------------        ------------
Net Cash Used in Investing Activities                                (12,955,000)        (12,106,000)
                                                                    ------------        ------------
Financing Activities:
   Increase in Notes Payable                                           9,946,000          11,229,000
   Payments on Long-Term Debt                                            (80,000)            (73,000)
   Payment of Dividends                                                 (700,000)           (743,000)
   Redemption of Common Stock                                            (61,000)            (60,000)
                                                                    ------------        ------------
Net Cash Provided by Financing Activities                              9,105,000          10,353,000
                                                                    ------------        ------------
Net Increase (Decrease) in Cash and Cash Equivalents                   3,564,000            (246,000)
Cash and Cash Equivalents, Beginning of Period                         2,214,000           2,337,000
                                                                    ------------        ------------
Cash and Cash Equivalents, End of Period                               5,778,000           2,091,000
                                                                    ------------        ------------
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>   8
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                     February 27, 2000 and February 28, 1999
                                   (Unaudited)



(1)   BASIS OF PRESENTATION

      The condensed consolidated financial statements of the Registrant included
      herein have been prepared, without audit, pursuant to the rules and
      regulations of the Securities and Exchange Commission. Although certain
      information normally included in financial statements prepared in
      accordance with generally accepted accounting principles has been omitted,
      the Registrant believes that the disclosures are adequate to make the
      information presented not misleading.

      The Corporation's fiscal year ends at the close of operations on the
      Sunday nearest to May 31. Accordingly, these financial statements reflect
      activity for the thirty-nine week periods ended February 27, 2000 and
      February 28, 1999.

      It is suggested that these condensed consolidated financial statements be
      read in conjunction with the consolidated financial statements and notes
      thereto included in Form 10-K for the Corporation's fiscal year ended May
      30, 1999.

      The condensed consolidated financial statements included herein reflect
      all adjustments (consisting only of normal recurring accruals) which, in
      the opinion of management, are necessary to present a fair statement of
      the results of the interim period.

      The results for the interim periods are not necessarily indicative of
      trends or results to be expected for a full fiscal year.

(2)   SHORT-TERM BORROWINGS

      The Corporation and its subsidiaries maintain short-term unsecured lines
      of credit with various banks providing credit availability amounting to
      $85.0 million, of which $49,575,000 was borrowed at February 27, 2000. The
      average cost of funds during the thirty-nine week period ended February
      27, 2000 was 6.36%.


                                       8
<PAGE>   9
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(3)   LONG-TERM DEBT

      The long-term debt of the Corporation and its subsidiaries consist of:

<TABLE>
<CAPTION>
                                                                         February 27, 2000    May 30, 1999
                                                                         -----------------    ------------

<S>                                                                      <C>                  <C>
      8.74% unsecured senior notes payable
         to an insurance company, due
         through 2007                                                        $14,285,000       $14,285,000

      Installment obligation payable to a related
         party, due in equal annual
         installments through 2007 interest at prime rate
         (8.50% at February 28, 1999)                                                  0            74,000

      Other                                                                       71,000                 0
                                                                             -----------       -----------

                                                                              14,356,000        14,359,000

      Less current maturities                                                  1,824,000         1,859,000
                                                                             -----------       -----------

      Net Long-Term Debt                                                      12,532,000       $12,500,000
                                                                             -----------       -----------
</TABLE>

      The term loan agreements with the insurance company and the agreements for
      seasonal borrowing with financial institutions contain various restrictive
      provisions including those relating to mergers and acquisitions,
      additional borrowing, guarantees of obligations, lease commitments,
      limitations on declaration and payment of dividends, repurchase of the
      Corporation's stock, and the maintenance of working capital and certain
      financial ratios.

      The Corporation is in compliance with the restrictive provisions in the
      agreements as amended or waived as of February 27, 2000.


                                       9
<PAGE>   10
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(4)   RELATED PARTY TRANSACTIONS

      The Corporation and its subsidiaries, in the normal course of business,
      purchase and sell goods and services to related parties. The Corporation
      believes that the cost of such purchases and sales are competitive with
      alternative sources of supply and markets.


<TABLE>
<CAPTION>
                                          Thirty-Nine Weeks Ended           Thirteen Weeks Ended
                                       February 27      February 28,    February 27    February 28,
                                          2000              1999            2000           1999
                                        ----------       ----------       --------       --------
<S>                                     <C>              <C>              <C>            <C>
Revenues:

   Park 100 Foods, Inc.                 $2,028,000       $2,132,000       $599,000       $385,000

Corporate Charges:

   Snyder's of Hanover, Inc.            $  110,000       $  140,000       $ 14,000       $ 47,000

Expenditures:

   Park 100 Foods, Inc.                 $   46,000       $   85,000       $ 16,000       $ 51,000
   ARWCO Corporation                    $   11,000       $   12,000       $  6,000       $  4,000
   Warehime Enterprises, Inc.           $    3,000       $   77,000       $  1,000       $ 64,000
   John A. & Patricia M. Warehime       $   37,000       $   44,000       $  5,000       $ 14,000
   James G. Sturgill                    $   26,000       $   48,000       $  8,000       $ 12,000
   Lippy Brothers, Inc.                 $  675,000       $  956,000       $565,000       $702,000
   Schaier Travel, Inc.                 $    5,000       $        0       $  2,000       $      0
</TABLE>


                                       10
<PAGE>   11
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


The respective February 27, 2000 and May 30, 1999 account balances with related
companies are as follows:



<TABLE>
<CAPTION>
                                  February 27, 2000   May 30, 1999
                                  -----------------   ------------
<S>                               <C>                 <C>
Accounts Receivable:

   Snyder's of Hanover, Inc.           $ 27,000         $ 32,000
   Park 100 Foods, Inc.                $134,000         $210,000

Notes Payable:

   Cyril T. Noel                       $      0         $ 74,000
                                       --------         --------
</TABLE>


                                       11
<PAGE>   12
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
               Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(5)   ACQUISITIONS - YORK FOODS, YORK SNACKS, BON TON FOODS

      During the thirteen week period ended February 27, 2000, the Corporation
      purchased assets and assumed certain liabilities of York Foods, Inc. and
      its wholly owned subsidiaries, York Snacks Inc. and Bon Ton Foods, Inc.
      This acquisition was accounted for under the purchase method and was not
      considered to be material to the Corporations results of operations. The
      allocation of the purchase prices is as follows:

<TABLE>
<S>                                 <C>
Accounts receivable                 $ 1,496,000
Inventory                             1,147,000
Prepaid expenses                         82,000
Property, plant and equipment         2,737,000
Intangible assets                     1,981,000
Other assets                             13,000
Accounts payable &
accrued expenses                     (2,855,000)
Debt                                    (77,000)
                                    -----------
   Total purchase price             $ 4,524,000
                                    ===========
</TABLE>


                                       12
<PAGE>   13
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
               Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(6)   COMPREHENSIVE INCOME

      Comprehensive income is determined as follows:


<TABLE>
<CAPTION>
                                 Thirty-Nine Weeks Ended             Thirteen Weeks Ended
                                February 27     February 28,      February 27       February 28,
                                  2000             1999              2000              1999
                                ----------       ----------       -----------        ----------

<S>                             <C>              <C>              <C>                <C>
      Net Income                $7,017,000       $6,763,000       $ 1,678,000        $1,885,000

      Other Comprehensive
         Income (Loss):

         Unrealized Gain (Loss)
         on Investments             65,000          224,000          (111,000)           58,000
                                ----------       ----------       -----------        ----------

      Comprehensive Income      $7,082,000       $6,987,000       $ 1,567,000        $1,943,000
                                ----------       ----------       -----------        ----------
</TABLE>


                                       13
<PAGE>   14
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
               Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



(7)   RECONCILIATION OF NUMERATOR AND DENOMINATOR FOR BASIC
      AND DILUTED EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                               Thirty-Nine Weeks Ended           Thirteen Weeks Ended
                                             February 27      February 28,     February 27,    February 28
                                                2000             1999             2000             1999
                                             -----------      -----------      -----------     -----------
<S>                                          <C>              <C>              <C>             <C>
Numerator for basic earnings per share:

Net earnings applicable to
   common stock                               $6,984,000       $6,730,000       $1,667,000       $1,875,000

Preferred stock dividends                         33,000           33,000           11,000           10,000
                                              ----------       ----------       ----------       ----------

Net earnings assuming dilution                 7,017,000       $6,763,000        1,678,000       $1,885,000
                                              ----------       ----------       ----------       ----------

Denominator:

Basic weighted average shares                    715,236          716,974          714,919          717,086
Effect of dilutive securities                     14,218           14,921           14,218           14,921
                                              ----------       ----------       ----------       ----------

Diluted weighted average shares                  729,454          731,895          729,137          732,007
                                              ----------       ----------       ----------       ----------
</TABLE>


                                       14
<PAGE>   15
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES
               Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(8)   CONTINGENCIES

      LEGAL PROCEEDINGS

      1995 Warehime Family Litigation

      On February 1, 1995, Michael A. Warehime, J. William Warehime and
      Elizabeth W. Stick, three Class B shareholders of the Corporation, filed a
      compliant in the Court of Common Pleas of York County, Pennsylvania
      against the Corporation and John A. Warehime (Chairman of the
      Corporation), in his capacity as voting trustee of two voting trusts
      entitling him to vote approximately 52% of the Class B common stock. The
      Court has dismissed various claims and parties in the lawsuit and the only
      remaining parties are Michael A. Warehime as plaintiff and John A.
      Warehime as defendant. The only remaining claims are: (i) a claim for
      breach of fiduciary duty based on exercise of powers beyond those granted
      by certain voting trust agreements, (ii) a claim for breach of fiduciary
      duty for use of the voting trusts in a manner harmful to their
      beneficiaries, (iii) a count requesting removal of John A. Warehime as the
      voting trustee of the voting trusts.

      Derivative Action

      On September 13, 1996, certain Class A common stockholders filed a
      complaint in equity against six of the Corporation's directors and the
      estate of a former director in the Court of Common Pleas of York County,
      Pennsylvania (the complaint). The suit also names the Corporation as a
      nominal defendant. The suit sought various forms of relief including, but
      not limited to, rescission of the board's April 28, 1995 approval of John
      A. Warehime's 1995 Employment Agreement and the board's February 10, 1995
      adjustment of director's fees. (Since the filing of this lawsuit, John A.
      Warehime's 1995 Employment Agreement was amended.) In addition, the
      plaintiffs sought costs and fees incident to bringing suit. On November 4,
      1996, the complaint was amended to add additional plaintiffs. On June 24,
      1997, the Court dismissed the amended complaint for failure to make a
      prior demand. An appeal was filed from the court's June 24, 1997 Order. On
      December 2, 1998, the Superior Court of Pennsylvania held that the
      derivative plaintiffs had made adequate demand.

      On May 12, 1997, a written demand was received by the Corporation from the
      attorney for those Class A common stockholders containing similar
      allegations and the allegations raised by the Class A common stockholders
      were investigated by a special independent


                                       15
<PAGE>   16
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


      committee of the Board of Directors and found to be without merit.

      The director defendants filed an Answer and New Matter to the Amended
      Complaint on March 17, 1999.

      1997 Warehime Family Litigation

      On February 21, 1997, Michael A. Warehime, a Class B shareholder, and
      certain Class A shareholders filed motions for a preliminary injunction
      against the Corporation, John A. Warehime, in his capacity as voting
      trustee, and all certain directors of the Corporation in the Court of
      Common Pleas of York County, Pennsylvania against a Proposal of the Board
      of Directors to amend and restate the Corporation's Articles of
      Incorporation in the manner hereafter described.

      On February 13, 1997, the Board of Directors proposed an amendment and
      restatement of the Corporation's Articles of Incorporation (the "Amended
      and Restated Articles") which provides that if all of the following Class
      B Shareholders (or their estates upon the death of such stockholders),
      Michael A. Warehime, John A. Warehime, Sally W. Yelland, J. William
      Warehime, and Elizabeth W. Stick (all members of the Warehime family), do
      not agree in writing to the composition of the Board of Directors or other
      important matters specified below on or after the 1998 annual shareholders
      meeting, the trustees of the Corporation's 401(k) Savings Plan (or a
      similar employee benefit plan), acting as fiduciaries for the employees
      who participate in the Plan, and the Class A shareholders may become
      entitled to vote in the manner described in the document. Pursuant to the
      Company's Bylaws, nominations for director must be submitted to the
      Company in the manner prescribed by the Bylaws no later than June 1 of the
      year in which the meeting is to occur.

      The Amended and Restated Articles create a Series C Convertible Preferred
      Stock and also classified the terms of the Board of Directors commencing
      with the election at the 1997 annual shareholders meeting and permit
      directors to be elected for four year terms as permitted by Pennsylvania
      law.

      The motions for a preliminary injunction were dismissed by the Court on
      June 24, 1997. The Class B shareholders on June 25, 1997 approved the
      Amended and Restated Articles (John A. Warehime being the sole Class B
      shareholder voting affirmatively in his capacity as voting trustee) and
      the Amended and Restated Articles became effective June 25, 1997.


                                       16
<PAGE>   17
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


In August 1997, the Board of Directors proposed a further amendment
(the "Amendment") to the Amended and Restated Articles to expand the definition
of "disinterested directors" in the manner described below, and to approve
certain performance based compensation for John A. Warehime solely for the
purpose of making the Corporation eligible for a federal income tax deduction
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. A
special meeting was scheduled for August 14, 1997 (the "Special Meeting") to
vote on these proposals. On August 8, 1997, Michael A. Warehime filed a motion
in the Court of Common Pleas of York County, Pennsylvania to prevent John A.
Warehime, in his capacity as voting trustee from voting on these proposals and
to enjoin the Amendment. This Motion was denied on August 11, 1997. The
Amendment and the proposal under Section 162(m) were approved by Class B
Shareholders (John A. Warehime was the sole Class B shareholder to vote
affirmatively, in his capacity as voting trustee) on August 14, 1997 and the
Amendment became effective on August 14, 1997.

Under the Amendment, the definition of "disinterested directors" means the
person who, in the opinion of counsel for the Corporation, meet any of the
following criteria: (i) disinterested directors as defined in Section 17159(e)
of the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons
who are not "interested" directors as defined in Section 1.23 of The American
Law Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.

Michael Warehime filed an appeal from the denial of his motion to enjoin the
previously described Amendment to the Company's Amended and Restated Articles.
On December 2, 1998, a majority panel of the Superior Court of Pennsylvania
issued a decision holding that although John Warehime had acted in good faith in
voting for the Amendment to the Amended and Restated Articles as trustee of the
Warehime voting trust, Mr. Warehime breached his fiduciary duty to the
beneficiaries of the Warehime voting trust in voting for the Amendment. On
December 16, 1998, John Warehime filed a motion for reargument en banc with the
Superior Court. On December 16, 1998, Michael Warehime filed a motion for
clarification requesting that the Superior Court issue an order invalidating the
Amendment to the Amended and Restated Articles. On December 23, 1998, the
Superior Court denied Michael Warehime's motion for clarification. On February
8, 1999, the Superior Court denied the motion for reargument en banc. On March
10, 1999, John Warehime and the other directors filed a petition for allowance
of appeal with the Supreme Court of Pennsylvania. On March 29, 1999, Michael
Warehime


                                       17
<PAGE>   18
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


filed a response to the petition for allowance of appeal and a cross-petition
for allowance of appeal with the Supreme Court of Pennsylvania. On April 13,
1999, John Warehime and the independent directors of the Company filed a brief
in opposition to the conditional cross-petition for allowance of appeal filed
with Michael Warehime.

The Corporation is involved in various other claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Corporation's consolidated financial position, results of operations or
liquidity.


                                       18
<PAGE>   19
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

FORWARD LOOKING STATEMENTS

When used in this Form 10-Q, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "projected," or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties, including, but not
limited to, quarterly fluctuations in operating results, competition, state and
federal regulation, environmental considerations, foreign operations and risks
associated with the Year 2000 Issue. Such factors, which are discussed in the
Form 10-Q, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinion or statements expressed herein with respect to future periods. As a
result, the Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made.

The following comments should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in the Corporation's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999.

GENERAL

Prices for processed food tend to rise with overall inflation and not in line
with prices of raw farm products. Generally, price surges in farm products due
to supply shocks and crop problems are not passed on to consumers dollar for
dollar. Management believes consumers often switch from one food product that
has risen to another which has not changed in price. As a result, food
processors tend to absorb raw farm product price increases to remain
competitive. However, when raw farm product prices drop, food processors try to
retain some of the savings. The Company does not expect the overall number of
pounds of frozen and canned vegetables consumed to significantly increase over
the next several years. Generally, the Company expects sales growth by
processors beyond expected inflation rates and population growth will come at
the expense of and loss of market share by another processor. Sales growth can
increase internationally and through promotions to increase consumption through
the introduction of new or improved food products.


                                       19
<PAGE>   20
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


RESULTS OF OPERATIONS

NET SALES

Consolidated net sales were $223.1 million for the thirty-nine week period ended
February 27, 2000. This represents an increase of 5.1% over the thirty-nine week
period ended February 28, 1999 consolidated net sales of $212.2 million.
Consolidated net sales were $78.9 million for the thirteen week period ended
February 27, 2000, an 8.2% increase from consolidated net sales of $72.9 million
for the corresponding period in the prior year. The increase was due primarily
to increases in the sales of Bickel's Potato Chip Co., (Bickel's) acquired in
October 1998, sales from York Foods, Inc., York Snacks, Inc., and Bon Ton Foods,
Inc. acquired in January 2000, and increases in Retailed Branded, Food Service
and Private Label sales offset by decreased Canned and Frozen Industrial sales.

COST OF GOODS SOLD

Cost of goods sold were $166.7 million, or 74.7% of consolidated net sales, in
the thirty-nine week period ended February 27, 2000 and $159.1 million, or 75.0%
of consolidated net sales, for the corresponding period in 1999. Cost of goods
sold was $59.7 million, or 75.7% of consolidated net sales, for the thirteen
week period ended February 27, 2000 as compared to $54.7 million, or 75.0% of
consolidated net sales, for the corresponding period in 1999. The decrease in
cost of goods sold as a percentage of net sales for the thirty-nine week period
ended February 27, 2000 resulted primarily from a reduction in outside frozen
storage expense and lower canned commodity prices for dry beans. The increase in
the cost of goods as a percentage of net sales for the thirteen week period
ended February 27, 2000 resulted primarily from start up costs associated with a
major frozen industrial customer acquired during November 1999.

SELLING EXPENSES

Selling expenses were $32.0 million, or 14.4% of consolidated net sales, for the
thirty-nine week period ended February 27, 2000 as compared to $30.5 million, or
14.4% of consolidated net sales, during the corresponding period in 1999.
Selling expenses were $11.8 million, or 15.0% of consolidated net sales, for the
thirteen week period ended February 27, 2000 compared to $10.9 million, or 14.9%
of consolidated net sales, during the corresponding period in 1999. The increase
in selling expense dollars for both the thirty-nine and thirteen week periods
ended February 27, 2000, reflects high retail promotions to support increased
retail sales for the period and the increased dollars spent in Bickel's Potato
Chip Co. (Bickel's) acquired during October 1998 and York Foods, Inc., York
Snacks, Inc., and Bon Ton Foods, Inc. acquired during January 2000.


                                       20
<PAGE>   21
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


ADMINISTRATIVE EXPENSES

Administrative expenses as a percentage of consolidated net sales were 4.0% for
the thirty-nine week period ended February 27, 2000 and for corresponding period
of 1999. Administrative expenses as a percentage of consolidated net sales were
4.4% for the thirteen week period ended February 27, 2000 compared to 4.2% of
consolidated net sales during the corresponding period in 1999. The increase in
dollars was attributed to special one time discretionary executive bonuses paid
to seven (7) executives of the Company during December 1999 and administrative
expenses of York Foods, Inc., York Snacks, Inc., and Bon Ton Foods, Inc.
acquired during January 2000.

INTEREST EXPENSE

Interest expense was $3.0 million for the thirty-nine week period ended February
27, 2000 as compared to $2.4 million for the same period in 1999. Interest
expense was $1.1 million for the thirteen week period ended February 27, 2000
compared to $867,000 for the same period in 1999. The increases are due to
higher average borrowings during the period to cover inventory increases and
acquisitions, as well as higher average borrowing rates for the period.

OTHER EXPENSES

Other expenses, net was $779,000 for the thirty-nine week period ended February
27, 2000 as compared to $424,000 for the same period in 1999. Other income, net
of $8,000 was generated for the thirteen week period ended February 27, 2000 as
compared to $182,000 of other expenses, net for the same period in 1999. The
increase in other expenses is primarily due to increased foreign translation
loss of $348,000 for the thirty-nine week period ended February 27, 2000. The
foreign translation adjustment for the thirteen week period ended February 27,
2000 resulted in income of $137,000.

INCOME TAXES

The provision for federal and state income taxes for the thirty-nine week period
ended February 27, 2000 was $4.7 million, or 40.0% of pretax earnings, as
compared to $4.6 million, or 40.6% of pretax earnings for the same period in
1999. The provision for income taxes was 40.3% of pretax earnings for the
thirteen week period ended February 27, 2000 as compared to 41.3% for the same
period in 1999. The decrease in the effective tax rate is due to increased
earnings in lower tax rate foreign jurisdictions in the current year period as
compared to the prior period.


                                       21
<PAGE>   22
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES
Management's discussion of the Corporation's financial condition should be read
in conjunction with the condensed consolidated statements of cash flows
appearing on page 7 of this report.

OPERATING ACTIVITIES

Net working capital was $10.7 million and $11.3 million at February 27, 2000 and
May 30, 1999 respectively. The current ratios were 1.12 and 1.15 at February 27,
2000 and May 30, 1999 respectively.

Cash provided by operating activities for the thirty-nine week period ended
February 27, 2000 was $7.4 million as compared to cash provided by operations of
$1.5 million during the same period of 1999. The combination of increased
inventory levels and increases in accounts payable and accrued expenses utilized
less cash flow in the current period compared to the prior year period.

INVESTING ACTIVITIES

During the thirty-nine week period ended February 27, 2000, the Corporation
spent approximately $8.0 million for the purchase of land and plant upgrades and
expansions. This compares to $11.5 million spent during the same period last
year for capital projects. During the thirteen week period ended February 27,
2000 the Corporation spent approximately $4.5 million (net of cash acquired) for
the purchase of assets of York Foods, Inc., York Snacks, Inc., and Bon Ton
Foods, Inc. The Corporation also assumed certain liabilities of approximately
$2.9 million in connection with this acquisition.

FINANCING ACTIVITIES

The increase in notes payable of approximately $9.9 million during the
thirty-nine week period ended February 27, 2000 represents borrowings made
against available seasonal lines of credit from financial institutions for use
in operations, plant upgrades and expansions, and acquisitions.

The Corporation has available seasonal lines of credit from financial
institutions in the amount of $85.0 million, of which $49.6 million was utilized
as of February 27, 2000. Additional borrowings are permitted within parameters
of existing debt agreements.

Management believes these credit facilities provide adequate availability for
seasonal operating requirements.


                                       22
<PAGE>   23
                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


ITEM 1.  LEGAL PROCEEDINGS

1995 Warehime Family Litigation

On February 1, 1995, Michael A. Warehime, J. William Warehime and Elizabeth W.
Stick, three Class B shareholders of the Corporation, filed a complaint in the
Court of Common Pleas of York County, Pennsylvania against the Corporation and
John A. Warehime (Chairman of the Corporation), in his capacity as voting
trustee of two voting trusts entitling him to vote approximately 52% of the
Class B common stock. The Court has dismissed various claims and parties in the
lawsuit and the only remaining parties are Michael A. Warehime as plaintiff and
John A. Warehime as defendant. The only remaining claims are: (i) a claim for
breach of fiduciary duty based on exercise of powers beyond those granted by
certain voting trust agreements, (ii) a claim for breach of fiduciary duty for
use of the voting trusts in a manner harmful to their beneficiaries, (iii) a
count requesting removal of John A. Warehime as the voting trustee of the voting
trusts.

Derivation Action

On September 13, 1996, certain Class A common stockholders filed a complaint in
equity against six of the Corporation's directors and the estate of a former
director in the Court of Common Pleas of York County, Pennsylvania (the
complaint). The suit also names the Corporation as a nominal defendant. The suit
sought various forms of relief including, but not limited to, rescission of the
board's April 28, 1995 approval of John A. Warehime's 1995 Employment Agreement
and the board's February 10, 1995 adjustment of director's fees. (Since the
filing of this lawsuit, John A. Warehime's 1995 Employment Agreement was
amended.) In addition, the plaintiffs sought costs and fees incident to bringing
suit. On November 4, 1996, the complaint was amended to add additional
plaintiffs. On June 24, 1997, the Court dismissed the amended complaint for
failure to make a prior demand. An appeal was filed from the court's June 24,
1997 Order. On December 2, 1998, the Superior Court of Pennsylvania held that
the derivative plaintiffs had made adequate demand.

On May 12, 1997, a written demand was received by the Corporation from the
attorney for those Class A common stockholders containing similar allegations
and the allegations raised by the Class A common stockholders were investigated
by a special independent committee of the Board of Directors and found to be
without merit.

The director defendants filed an Answer and New Matter to the Amended Complaint
on March 17, 1999.


                                       23
<PAGE>   24
                           PART II - OTHER INFORMATION
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES


1997 Warehime Family Litigation

On February 21, 1997, Michael A. Warehime, a Class B shareholder, and certain
Class A shareholders filed motions for a preliminary injunction against the
Corporation, John A. Warehime, in his capacity as voting trustee, and all
certain directors of the Corporation in the Court of Common Pleas of York
County, Pennsylvania against a Proposal of the Board of Directors to amend and
restate the Corporation's Articles of Incorporation the manner hereafter
described.

On February 13, 1997, the Board of Directors proposed an amendment and
restatement of the Corporation's Articles of Incorporation (the "Amended and
Restated Articles") which provides that if all of the following Class B
Shareholders (or their estates upon the death of such stockholders), Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth
W. Stick (all members of the Warehime family), do not agree in writing to the
composition of the Board of Directors or other important matters specified below
on or after the 1998 annual shareholders meeting, the trustees of the
Corporation's 401(k) Savings Plan (or a similar employee benefit plan), acting
as fiduciaries for the employees who participate in the Plan, and the Class A
shareholders may become entitled to vote in the manner described in the
document. Pursuant to the Company's Bylaws, nominations for director must be
submitted to the Company in the manner prescribed by the Bylaws no later than
June 1 of the year in which the meeting is to occur.

The Amended and Restated Articles create a Series C Convertible Preferred Stock
and also classified the terms of the Board of Directors commencing with the
election at the 1997 annual shareholders meeting and permit directors to be
elected for four year terms as permitted by Pennsylvania law.

The motions for a preliminary injunction were dismissed by the Court on June 24,
1997. The Class B shareholders on June 25, 1997 approved the Amended and
Restated Articles (John A. Warehime being the sole Class B shareholder voting
affirmatively in his capacity as voting trustee) and the Amended and Restated
Articles became effective June 25, 1997.

In August 1997, the Board of Directors proposed a further amendment (the
"Amendment") to the Amended and Restated Articles to expand the definition of
"disinterested directors" in the manner described below, and to approve certain
performance based compensation for John A. Warehime solely for the purpose of
making the Corporation eligible for a federal income tax deduction pursuant to
Section 162(m) of the Internal Revenue Code of 1986, as amended. A special
meeting was scheduled for August 14, 1997 (the "Special Meeting") to vote on
these proposals. On August 8, 1997, Michael A. Warehime filed a motion in the
Court of Common Pleas of York County, Pennsylvania to prevent John A. Warehime,
in his capacity as voting


                                       24
<PAGE>   25
                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


trustee from voting on these proposals and to enjoin the Amendment. This Motion
was denied on August 11, 1997. The Amendment and the proposal under Section
162(m) were approved by Class B Shareholders (John A. Warehime was the sole
Class B shareholder to vote affirmatively, in his capacity as voting trustee) on
August 14, 1997 and the Amendment became effective on August 14, 1997.

Under the Amendment, the definition of "disinterested directors" means the
person who, in the opinion of counsel for the Corporation, meet any the
following criteria: (i) disinterested directors as defined in Section 17159(e)
of the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons
who are not "interested" directors as defined in Section 1.23 of The American
Law Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.

Michael Warehime filed an appeal from the denial of his motion to enjoin the
previously described Amendment to the Company's Amended and Restated Articles.
On December 2, 1998, a majority panel of the Superior Court of Pennsylvania
issued a decision holding that although John Warehime had acted in good faith in
voting for the Amendment to the Amended and Restated Articles as trustee of the
Warehime voting trust, Mr. Warehime breached his fiduciary duty to the
beneficiaries of the Warehime voting trust in voting for the Amendment. On
December 16, 1998, John Warehime filed a motion for reargument en banc with the
Superior Court. On December 16, 1998, Michael Warehime filed a motion for
clarification requesting that the Superior Court issue an order invalidating the
Amendment to the Amended and Restated Articles. On December 23, 1998, the
Superior Court denied Michael Warehime's motion for clarification. On February
8, 1999, the Superior Court denied the motion for reargument en banc. On March
10, 1999, John Warehime and the other directors filed a petition for allowance
of appeal with the Supreme Court of Pennsylvania. On March 29, 1999, Michael
Warehime filed a response to the petition for allowance of appeal and a
cross-petition for allowance of appeal with the Supreme Court of Pennsylvania.
On April 13, 1999, John Warehime and the independent directors of the Company
filed a brief in opposition to the conditional cross-petition for allowance of
appeal filed with Michael Warehime.

The Corporation is involved in various other claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Corporation's consolidated financial position, results of operations or
liquidity.

ITEM 2.  CHANGES IN SECURITIES -- None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES -- None


                                       25
<PAGE>   26
                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -- None

ITEM 5.  OTHER INFORMATION -- None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -- None

(a)   Exhibits

       S-K Exhibit
       Number           Description of Exhibit

       27               Financial Data Schedule

(b) Reports on Form 8-K.

       No reports on Form 8-K were filed during the quarter ended February
       27, 2000.


                                       26
<PAGE>   27
                                    SIGNATURE



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


                                          HANOVER FOODS CORPORATION


Date:   April 11, 2000                    By:   /s/ Gary T. Knisely
                                                --------------------------------
                                                Gary T. Knisely
                                                Executive Vice President


                                          By:   /s/ Pietro Giraffa
                                                --------------------------------
                                                Pietro Giraffa
                                                Controller


                                       27