<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 August 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)

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)

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.

                Class                       Outstanding at August 27, 2000
                -----                       ------------------------------

   Class A Common Stock, $25 par value              288,420 shares

   Class B Common Stock, $25 par value              426,250 shares





                                       1
<PAGE>   2


                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                  For the Thirteen Weeks Ended August 27, 2000


<TABLE>
<CAPTION>
Index                                                                                             Page
<S>                                                                                            <C>

Part I -- Financial Information

     Item 1 -- Financial Statements:

         Condensed Consolidated Balance Sheets
           August 27, 2000 (Unaudited) and May 28 2000..............................................3

         Condensed Consolidated Statements of Operations (Unaudited)
           Thirteen Weeks Ended August 27, 2000
           and August 29, 1999......................................................................5

         Condensed Consolidated Statements of Stockholders'
           Equity, (Unaudited) Periods Ended August 27, 2000
           and May 28, 2000.........................................................................6

         Condensed Consolidated Statements of Cash Flows
           (Unaudited), Thirteen Weeks Ended August 27, 2000
           and August 29, 1999......................................................................7

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

     Item 2 -- Management's Discussion and Analysis of Financial
            Condition and Results of Operations....................................................17
Part II -- Other Information.......................................................................21

     Item 1-- Legal Proceedings....................................................................21
     Items 2-3-- None..............................................................................24

     Item 4-- Submission of Matters to a Vote of Security Holders..................................24
     Item 5-- None.................................................................................24
     Item 6-- Exhibits and Reports on Form 8-K.....................................................24
</TABLE>



                                       2
<PAGE>   3


                         PART I -- FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                      August 27, 2000             May 28, 2000
ASSETS                                                                 (Unaudited)
--------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                         <C>
Current Assets:
     Cash and Cash Equivalents                                          $  3,079,000              $  6,978,000
     Accounts and Notes Receivable, Net                                   24,656,000                28,382,000
     Accounts Receivable from Related Parties, Net                           165,000                   129,000
     Inventories
        Finished Goods                                                    60,446,000                44,777,000
        Raw Materials and Supplies                                        13,249,000                14,415,000
     Prepaid Expenses                                                      1,968,000                 1,563,000
     Deferred Income Taxes                                                   917,000                   812,000
--------------------------------------------------------------------------------------------------------------

Total Current Assets                                                     104,480,000                97,056,000
--------------------------------------------------------------------------------------------------------------

Property, Plant and Equipment, at Cost:
     Land and Buildings                                                   49,206,000                47,438,000
     Machinery and Equipment                                             109,206,000               106,691,000
     Leasehold Improvements                                                  535,000                   531,000
--------------------------------------------------------------------------------------------------------------
                                                                         158,947,000               154,660,000
     Less Accumulated Depreciation and
       Amortization                                                       86,510,000                84,697,000
--------------------------------------------------------------------------------------------------------------
                                                                          72,437,000                69,963,000
     Construction in Progress                                                844,000                 3,521,000
--------------------------------------------------------------------------------------------------------------

Total Property, Plant and Equipment                                       73,281,000                73,484,000
--------------------------------------------------------------------------------------------------------------
Other Assets:
     Intangible Assets, Net                                                3,942,000                 4,013,000
     Other Assets                                                          5,263,000                 4,959,000
--------------------------------------------------------------------------------------------------------------
Total Assets                                                            $186,966,000              $179,512,000
--------------------------------------------------------------------------------------------------------------
</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                                  August 27, 2000             May 28, 2000
                                                                        (Unaudited)
---------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                        <C>
Current Liabilities:
     Notes Payable - Banks                                             $  54,472,000             $  52,380,000
     Accounts Payable                                                     27,025,000                26,533,000
     Accrued Expenses                                                     11,294,000                 7,696,000
     Current Maturities of Long-Term Debt                                  1,815,000                 1,821,000
     Income Taxes Payable                                                    365,000                 1,060,000
---------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                 94,971,000                89,490,000
---------------------------------------------------------------------------------------------------------------
Long-Term Debt, Less Current Maturities                                   10,737,000                10,741,000
Other Liabilities                                                          2,942,000                 2,799,000
Deferred Income Taxes                                                      4,778,000                 4,170,000
---------------------------------------------------------------------------------------------------------------
Total Liabilities                                                        113,428,000               107,200,000
---------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
     Series A & B cumulative convertible preferred, $25 par value;
         issuable in series, 120,000 shares authorized;
         31,256 shares issued, 14,764 shares outstanding                     781,000                   781,000
     Series C cumulative convertible preferred, $25 par value;
         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, 349,282 shares issued,
         288,420 shares at May 28, 2000 and August 27, 2000
         outstanding                                                       8,731,000                 8,731,000
     Common stock, Class B, voting, $25 par value;
         880,000 shares authorized, 493,123 shares issued,
         426,250 shares at May 28, 2000 and August 27, 2000
         outstanding                                                      12,328,000                12,328,000
     Capital Paid in Excess of Par Value                                   2,148,000                 2,148,000
     Retained Earnings                                                    56,522,000                55,478,000
     Treasury Stock, at Cost                                             (8,134,000)               (8,134,000)
     Accumulated Other Comprehensive Income                                  912,000                   730,000
---------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                73,538,000                72,312,000
---------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                              $186,966,000              $179,512,000
---------------------------------------------------------------------------------------------------------------
</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>
-----------------------------------------------------------------------------------------------
                                                         THIRTEEN WEEKS ENDED
                                        August 27, 2000                        August 29, 1999
-----------------------------------------------------------------------------------------------
<S>                                     <C>                                    <C>
Net Sales                                   $65,034,000                            $61,621,000
Cost of Goods Sold                           49,185,000                             45,751,000
-----------------------------------------------------------------------------------------------
Gross Profit                                 15,849,000                             15,870,000

Selling Expenses                              9,559,000                              8,511,000
Administrative Expenses                       2,889,000                              2,918,000
-----------------------------------------------------------------------------------------------
Operating Profit                              3,401,000                              4,441,000

Interest Expense                              1,131,000                                821,000

Other Expenses, Net                             236,000                                654,000
-----------------------------------------------------------------------------------------------
Earnings Before Income Taxes                  2,034,000                              2,966,000

Income Taxes                                    783,000                              1,206,000
-----------------------------------------------------------------------------------------------
Net Earnings                                  1,251,000                              1,760,000
Dividends on Preferred Stock                     10,000                                 12,000
-----------------------------------------------------------------------------------------------
Net Earnings Applicable to
     Common Stock                             1,241,000                              1,748,000
-----------------------------------------------------------------------------------------------
Earnings Per Share:
     Net Earnings Per Common
         Share - Basic                             1.74                                   2.44
     Net Earnings Per Common
         Share - Diluted                           1.72                                   2.41
Dividends per Share, Common                       0.275                                  0.275
Basic Weighted Average Shares                   714,670                                715,565
Diluted Weighted Average Shares                 728,349                                729,783
-----------------------------------------------------------------------------------------------
</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      Common Stock         Common Stock
                                 Stockholders'      Series A & B            Series C            Class A              Class B
                                     Equity       Shares     Amount     Shares   Amount     Shares    Amount     Shares    Amount
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>       <C>        <C>      <C>        <C>      <C>         <C>      <C>
Balance, May 28, 2000              $72,312,000    31,256    $781,000   10,000   $250,000   349,282  $8,731,000  493,123  $12,328,000

Net Earnings for the Period          1,251,000

Cash Dividends Per Share:

     Preferred Stock                   (10,000)
     Common Stock                     (197,000)

Other Comprehensive Income             182,000
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 27, 2000           $73,538,000    31,256    $781,000   10,000   $250,000   349,282  $8,731,000  493,123  $12,328,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                    Capital
                                    Paid In                                                         Accumulated
                                    Excess                             Treasury Stock                  Other
                                     Of Par       Retained                                         Comprehensive
                                     Value        Earnings           Shares         Amount            Income
------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>                <C>             <C>                <C>
Balance, May 28, 2000              $2,148,000   $55,478,000        144,227         $(8,134,000)       $730,000

Net Earnings for the Period                       1,251,000

Cash Dividends Per Share:

     Preferred Stock                                (10,000)
     Common Stock                                  (197,000)

Other Comprehensive Income                                                                             182,000
--------------------------------------------------------------------------------------------------------------

Balance, August 27, 2000           $2,148,000   $56,522,000        144,227         $(8,134,000)       $912,000
--------------------------------------------------------------------------------------------------------------
</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>
----------------------------------------------------------------------------------------------------------------
                                                                                  Thirteen Weeks Ended
                                                                          August 27, 2000       August 29, 1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                   <C>
Increase (Decrease) in Cash and Cash Equivalents
Operating Activities:
     Net Earnings                                                          $   1,251,000         $   1,760,000
     Adjustments to Reconcile Net Earnings to Net
         Cash Provided by Operating Activities:
              Depreciation and Amortization                                    1,884,000             1,736,000
              Deferred Income Taxes                                              503,000               329,000
     Changes in Assets and Liabilities:
              Accounts Receivable                                              3,690,000             4,469,000
              Inventories                                                   (14,503,000)          (12,375,000)
              Prepaid Expenses                                                 (405,000)             (695,000)
              Accounts Payable and Accrued Expenses                            4,090,000             8,613,000
              Income Taxes Payable                                             (695,000)             (397,000)
              Other Liabilities                                                  143,000               159,000
----------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities                          (4,042,000)             3,599,000
----------------------------------------------------------------------------------------------------------------
Investing Activities:
     Increase in Other Assets                                                  (122,000)             (625,000)
     Acquisitions of Property, Plant and Equipment                           (1,610,000)           (3,435,000)
----------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                        (1,732,000)           (4,060,000)
----------------------------------------------------------------------------------------------------------------
Financing Activities:
     Increase in Notes Payable                                                 2,092,000             3,664,000
     Payments on Long-Term Debt                                                 (10,000)                   -0-
     Payment of Dividends                                                      (207,000)             (287,000)
     Redemption of Common Stock                                                      -0-              (20,000)
----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                      1,875,000             3,357,000
----------------------------------------------------------------------------------------------------------------
Net Increase(decrease) in Cash and Cash Equivalents                          (3,899,000)             2,896,000
Cash and Cash Equivalents, Beginning of Period                                 6,978,000             2,214,000
----------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                                   $   3,079,000         $   5,110,000
----------------------------------------------------------------------------------------------------------------
</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
                       August 27, 2000 and August 29, 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 thirteen week periods ended August 27, 2000
         and August 29, 1999.

         These condensed consolidated financial statements should 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 28, 2000.

         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 $54,472,000 was borrowed at August
         27, 2000. The average cost of funds during the period ended August 27,
         2000 was 7.03%.



                                       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>
                                                                         August 27, 2000          May 28, 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                      <C>
         8.74% unsecured senior notes payable
              to an insurance company, due
              through 2007                                                   $12,500,000           $12,500,000

              Other                                                               52,000                62,000
---------------------------------------------------------------------------------------------------------------
                                                                              12,552,000            12,562,000

         Less current maturities                                               1,815,000             1,821,000

---------------------------------------------------------------------------------------------------------------
         Net Long-Term Debt                                                  $10,737,000           $10,741,000
---------------------------------------------------------------------------------------------------------------
</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 August 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.


                                                   Thirteen Weeks Ended

                                             August 27, 2000     August 29, 1999
--------------------------------------------------------------------------------

REVENUES:

Park 100 Foods, Inc.                             $444,000           $ 736,000

CORPORATE CHARGES:

     Snyder's of Hanover, Inc.                   $      0           $  32,000

EXPENDITURES:

     ARWCO Corporation                           $  1,000           $   4,000
     Warehime Enterprises, Inc.                  $  1,000           $   1,000
     John A. & Patricia M. Warehime              $ 15,000           $  18,000
     James G. Sturgill                           $  6,000           $  11,000
     Lippy Brothers, Inc.                        $234,000           $       0
     Schaier Travel, Inc.                        $  2,000           $   2,000
-------------------------------------------------------------------------------



                                       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 August 27, 2000 and May 28, 2000 account balances with related
companies are as follows:


                                    August 27, 2000      May 28, 2000
-------------------------------------------------------------------------
ACCOUNTS RECEIVABLE:

     Snyder's of Hanover, Inc.         $      0             $26,000
     Park 100 Foods, Inc.              $165,000             $96,000
     Lippy Brothers, Inc.              $      0             $ 7,000

-------------------------------------------------------------------------



                                       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)      COMPREHENSIVE INCOME

         Comprehensive income is determined as follows:

<TABLE>
<CAPTION>
                                                                               13 Weeks Ended
                                                            August 27, 2000                       August 29, 1999
<S>                                                         <C>                                   <C>
         Net Income                                              $1,251,000                           $1,760,000

         Other Comprehensive Income
         Unrealized Gain on Investments                            $182,000                           $   33,000
                                                                 ----------                           ----------

         Comprehensive Income                                    $1,433,000                           $1,793,000
                                                                 ----------                           ----------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                               13 Weeks Ended
                                                            August 27, 2000                      August 29, 1999
<S>                                                         <C>                                  <C>
Numerator for basic earnings per share:
Net earnings applicable to
     common stock                                                $1,241,000                           $1,748,000

Preferred stock dividends                                            10,000                               12,000
                                                                 ----------                           ----------
Net earnings assuming dilution                                    1,251,000                            1,760,000
                                                                 ----------                           ----------
Denominator:
Basic weighted average shares                                       714,670                              715,565

Effect of dilutive securities                                        13,679                               14,218
                                                                 ----------                           ----------
Diluted weighted average shares                                     728,349                              729,783
</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)


(7)      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 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.

         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 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.




                                       13
<PAGE>   14

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


         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.

         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,


                                       14
<PAGE>   15

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


         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
         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.

         On August 13, 1999, Michael Warehime filed a complaint in equity in the
         Court of Common Pleas of York County, Pennsylvania, naming as
         defendants Arthur S. Schaier, Cyril T. Noel, Clayton J. Rohrbach, Jr.,
         John A. Warehime, and the Company. The complaint seeks a court order
         declaring that the September 1999 election for the board of directors
         of the Company be conducted in accordance with the Articles of
         Incorporation of the Company as they existed prior to June 25, 1997, an
         order declaring that the Series C



                                       15
<PAGE>   16

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


         Convertible Preferred Stock cannot be voted, and an order that the
         following candidates for the board of directors of the Company proposed
         by Michael Warehime. Sally Yelland, Elizabeth Stick and J. William
         Warehime be accepted by the Company and listed on the ballot to be
         distributed at the annual meeting of shareholders of the Company to be
         held on September 16, 1999: Michael Warehime, Daniel Meckley, Elizabeth
         Stick, Sonny Bowman, and John Denton. The basis for the complaint was
         the December 2, 1998 decision of the Pennsylvania Superior Court, which
         is currently on appeal to the Pennsylvania Supreme Court, which held
         that John A. Warehime breached his fiduciary duties in voting for the
         Amended and Restated Articles as trustee of the Warehime voting trust.
         The complaint also requested that John A. Warehime pay all costs
         incurred by the Company in response to the suit as well as award
         Michael Warehime costs and fees and grant such other relief as equity
         and justice require. On September 7, 1999 the Court of Common Pleas of
         York County denied a request by Michael Warehime for a temporary
         restraining order in this case. An appeal from the denial was taken by
         Michael Warehime to the Pennsylvania Superior Court on September 15,
         1999; the Pennsylvania Superior Court denied a motion by Michael
         Warehime for an expedited appeal. Michael Warehime then filed an appeal
         with the Superior Court. Oral argument was held before the Superior
         Court on February 15, 2000.

         On September 12, 2000, in the matter, Michael A. Warehime v. Arthur
         Schaier, Cyril T. Noel, Clayton T. Rohrbach, Jr., John A. Warehime and
         Hanover Foods Corporation, (Civil No. 99-SU-03860-07), the Superior
         Court of Pennsylvania stated, in a Memorandum decision, that the June
         25, 1997 shareholder vote, which adopted the Amended and Restated
         Articles of Incorporation of the Company should be set aside, and
         remanded the case to the Court of Common Pleas of York County to
         determine what further relief would be appropriate. It is anticipated
         that reconsideration or a stay of the decision by the Pennsylvania
         Superior Court will be sought; and if the Pennsylvania Superior Court
         decision is not reconsidered or stayed, the decision will be appealed
         to the Pennsylvania Supreme Court, which is currently considering a
         related issue.

         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.


                                       16
<PAGE>   17



                         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 Annual Report, 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, and foreign operations. Such
factors, which are discussed in the Form 10-Q, could affect the Company's
financial performance and could cause the Company's actual result 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 28, 2000.


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 Corporation does not expect the overall number
of pounds of product consumed to significantly increase over the next several
years. Generally, the Corporation 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.


RESULTS OF OPERATIONS
NET SALES

Consolidated net sales were $65.0 million for the thirteen week period ended
August 27, 2000.This represents an increase of 5.5% over the thirteen week
period ended August 29, 1999 consolidated net sales of $61.6 million. The
increase of $3.4 million was primarily due to increases in sales of York Foods,
Inc., York Snacks, Inc., and Bon Ton Foods, Inc. acquired in January 2000 and
increases in frozen industrial sales. These increases were partially offset by





                                       17
<PAGE>   18

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


decreases in canned and frozen Branded Retail Sales, decreases in Private Label
Sales and decreases in Canned Mushroom Sales.


COST OF GOODS SOLD

Cost of goods sold were $49.2 million, or 75.6% of consolidated net sales in the
thirteen week period ended August 27, 2000 and $45.8 million or 74.2% of
consolidated net sales for the corresponding period in 1999. The increase in
cost of goods sold as a percentage of net sales resulted primarily from a
reduction in higher margin Premium Branded Retail Sales. Also, decreased Canned
Mushroom and Private Label Sales as well as increased frozen storage expense due
to increased frozen inventory levels contributed to lower margins. These sales
decreases were offset by increases in lower margin Snack Food Sales and Frozen
Industrial Sales.


SELLING EXPENSES

Selling expenses were $9.6 million, or 14.7% of consolidated net sales for the
thirteen week period ended August 27, 2000 as compared to $8.5 million or 13.8%
of consolidated net sales for the corresponding period in 1999. The increase in
selling expense primarily reflects increases at York Foods, Inc., York Snacks,
Inc., and Bon Ton Foods, Inc. acquired in January 2000.


ADMINISTRATIVE EXPENSES

Administrative expenses as a percentage of consolidated net sales were 4.4% for
the thirteen week period ended August 27, 2000 and 4.7% for the corresponding
period of 1999. Consolidation of administration functions among all divisions
contributed to the decrease in these expenses.


INTEREST EXPENSE

Interest expense was $1,131,000 for the thirteen week period ended August 27,
2000 as compared to $821,000 for the same period in 1999. The increase in
interest is mainly due to higher average borrowings, as well as higher average
cost of funds, during the current period.


OTHER EXPENSES

Other expenses were $236,000 for the thirteen week period ended August 27, 2000
as compared to $654,000 for the same period in 1999. The decrease in other
expenses is primarily due to a decreased foreign translation adjustment compared
to the prior year period.




                                       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


INCOME TAXES

The provision for corporate federal and state income taxes for the thirteen week
period ended August 27, 2000 was $783,000, or 38.5% of pretax earnings, as
compared to $1.2 million, or 40.7% of pre-tax earnings for the same period in
1999. The decrease in the effective tax rate is primarily due to increased
earnings, that were not subject to income taxes, in foreign jurisdictions in the
current year period as compared to the prior period.


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 $9.5 million at August 27, 2000 and $7.6 million at May
28, 2000. The current ratios were 1.10 and 1.08 on August 27, 2000 and May 28,
2000, respectively.

Cash used in operating activities for the thirteen week period ended August 27,
2000 was a $4.0 million as compared to cash provided by operating activities of
$3.6 million during the same period of 1999. The combination of decreased
accounts receivable, increased accounts payable and accrued expenses offset by
increased inventory levels utilized more cash flow in the thirteen week period
ended August 27, 2000 compared to the prior year period.


INVESTING ACTIVITIES
During the thirteen week period ended August 27, 2000, the Corporation spent
approximately $1.6 million for the purchase of land and plant upgrades and
expansions. This compares to $3.4 million spent during the same period last year
for capital projects.


FINANCING ACTIVITIES
The increase in note payable of approximately $2.1 million during the thirteen
week period ended August 27, 2000 represents borrowings made against available
seasonal lines of credit from financial institutions for use in operations and
plant upgrades and expansions.

The Corporation has available seasonal lines of credit from financial
institutions in the amount of $85.0 million, of which $54.5 million was utilized
as of August 27, 2000. Additional borrowing is permitted within prescribed
parameters in existing debt agreements, which contain certain performance
covenants.

The Company believes that it has sufficient working capital and availability
from seasonal lines of credit to meet its cash flow needs.



                                       19
<PAGE>   20

                           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.


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 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.



                                       20
<PAGE>   21


                           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 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.

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,


                                       21
<PAGE>   22



                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


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.

On August 13, 1999, Michael Warehime filed a complaint in equity in the Court of
Common Pleas of York County, Pennsylvania, naming as defendants Arthur S.
Schaier, Cyril T. Noel, Clayton J. Rohrbach, Jr., John A. Warehime, and the
Company. The complaint seeks a court order declaring that the September 1999
election for the board of directors of the Company be conducted in accordance
with the Articles of Incorporation of the Company as they existed prior to June
25, 1997, an order declaring that the Series C Convertible Preferred Stock
cannot be voted, and an order that the following candidates for the board of
directors of the Company proposed by Michael Warehime. Sally Yelland, Elizabeth
Stick and J. William Warehime be accepted by the Company and listed on the
ballot to be distributed at the annual meeting of shareholders of the Company to
be held on September 16, 1999: Michael Warehime, Daniel Meckley, Elizabeth
Stick, Sonny Bowman, and John Denton. The basis for the complaint was the
December 2, 1998 decision of the Pennsylvania Superior Court, which is currently
on appeal to the Pennsylvania Superior Court, which held that John A. Warehime
had breached his


                                       22
<PAGE>   23

                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

fiduciary duties in voting for the Amended and Restated Articles as trustee of
the Warehime voting trust. The complaint also requested that John A. Warehime
pay all costs incurred by the Company in response to the suit as well as award
Michael Warehime costs and fees and grant such other relief as equity and
justice require. On September 7, 1999 the Court of Common Pleas of York County
denied a request by Michael Warehime for a temporary restraining order in this
case. An appeal from the denial was taken by Michael Warehime to the
Pennsylvania Superior Court on September 15, 1999; the Pennsylvania Superior
Court denied a motion by Michael Warehime for an expedited appeal. Michael
Warehime then filed an appeal with the Superior Court. Oral argument was held
before the Superior Court on February 15, 2000.

On September 12, 2000, in the matter, Michael A. Warehime v. Arthur Schaier,
Cyril T. Noel, Clayton T. Rohrbach, Jr., John A. Warehime and Hanover Foods
Corporation, (Civil No. 99-SU-03860-07), the Superior Court of Pennsylvania
stated, in a Memorandum decision, that the June 25, 1997 shareholder vote, which
adopted the Amended and Restated Articles of Incorporation of the Company should
be set aside, and remanded the case to the Court of Common Pleas of York County
to determine what further relief would be appropriate. It is anticipated that
reconsideration or a stay of the decision by the Pennsylvania Superior Court
will be sought; and if the Pennsylvania Superior Court decision is not
reconsidered or stayed, the decision will be appealed to the Pennsylvania
Supreme Court, which is currently considering a related issue.

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
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 August 27,
        2000.



                                       23
<PAGE>   24


                                    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:  October 10, 2000                     By: /s/ Gary T. Knisely
                                               ---------------------------------
                                               Gary T. Knisely
                                               Executive Vice President


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




                                       24