<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 November 26, 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 November 26, 2000
                  -----                     --------------------------------

Class A Common Stock, $25 par value                    288,247 shares
Class B Common Stock, $25 par value                    426,250 shares



                                       1
<PAGE>   2


                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                For the Twenty Six Weeks Ended November 26, 2000


<TABLE>
<CAPTION>
Index                                                                                            Page
<S>                                                                                             <C>
Part I -- Financial Information

     Item 1 -- Financial Statements:

         Condensed Consolidated Balance Sheets
           November 26, 2000 (Unaudited) and May 28, 2000...........................................3

         Condensed Consolidated Statements of Operations (Unaudited)
           Twenty Six Weeks Ended and Thirteen Weeks Ended
           November 26, 2000 and November 28, 1999..................................................5

         Condensed Consolidated Statements of Stockholders'
           Equity, (Unaudited) Periods Ended November 26, 2000
           and May 28, 2000.........................................................................6

         Condensed Consolidated Statements of Cash Flows
           (Unaudited), Twenty Six Weeks Ended November 26, 2000
           and November 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....................................................17

Part II -- Other Information.......................................................................21

     Item 1       -- Legal Proceedings.............................................................21
     Items 2-5    -- None..........................................................................21
     Item 6       -- Exhibits and Reports on Form 8-K..............................................21
</TABLE>




                                       2
<PAGE>   3


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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                       November 26, 2000         May 28,
                                                           (Unaudited)             2000
ASSETS
------------------------------------------------------------------------------------------
<S>                                                   <C>                    <C>
Current Assets:
     Cash and Cash Equivalents                            $  3,970,000        $  6,978,000
     Accounts and Notes Receivable, Net                     28,658,000          28,382,000
     Accounts Receivable from Related Parties, Net                   0             129,000
     Inventories:
        Finished Goods                                      61,563,000          44,777,000
        Raw Materials & Supplies                            14,361,000          14,415,000
     Prepaid Expenses                                        1,412,000           1,563,000
     Deferred Income Taxes                                     917,000             812,000
------------------------------------------------------------------------------------------
Total Current Assets                                       110,881,000          97,056,000
------------------------------------------------------------------------------------------
Property, Plant and Equipment, at Cost:
     Land and Buildings                                     49,827,000          47,438,000
     Machinery and Equipment                               110,994,000         106,691,000
     Leasehold Improvements                                    535,000             531,000
------------------------------------------------------------------------------------------
                                                           161,356,000         154,660,000
     Less Accumulated Depreciation and
       Amortization                                         88,421,000          84,697,000
------------------------------------------------------------------------------------------
                                                            72,935,000          69,963,000

     Construction in Progress                                2,045,000           3,521,000
------------------------------------------------------------------------------------------
Total Property, Plant and Equipment                         74,980,000          73,484,000
------------------------------------------------------------------------------------------

Other Assets:
     Intangible Assets, Net                                  3,870,000           4,013,000
     Other Assets                                            4,949,000           4,959,000
------------------------------------------------------------------------------------------
Total Assets                                              $194,680,000        $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                                November 26, 2000        May 28,
                                                                       (Unaudited)            2000
------------------------------------------------------------------------------------------------------
<S>                                                             <C>                     <C>
Current Liabilities:
     Notes Payable - Banks                                           $  56,858,000       $  52,380,000
     Accounts Payable                                                   27,810,000          26,533,000
     Accounts payable to related parties, net                              651,000                   0
     Accrued Expenses                                                   11,104,000           7,696,000
     Current Maturities of Long-Term Debt                                1,809,000           1,821,000
     Income Taxes Payable                                                1,556,000           1,060,000
------------------------------------------------------------------------------------------------------
Total Current Liabilities                                               99,788,000          89,490,000
------------------------------------------------------------------------------------------------------
Long-Term Debt, Less Current Maturities                                 10,733,000          10,741,000
Other Liabilities                                                        3,085,000           2,799,000
Deferred Income Taxes                                                    4,778,000           4,170,000
------------------------------------------------------------------------------------------------------
Total Liabilities                                                      118,384,000         107,200,000
------------------------------------------------------------------------------------------------------
Stockholders' Equity:
     Series A & B 8.25%cumulative convertible preferred,
        $25 par value; 120,000 shares authorized;
        31,256 shares at May 28, 2000 and 31.216 shares
        at November 26, 2000 issued, 14,764 shares at
        May 28, 2000 and 14,724 shares at November 26, 2000
        outstanding                                                        780,000             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 at
       May 28, 2000 and 349,292 shares at November 26, 2000 issued,
       288,420 shares at May 28, 2000 and 288,247 shares at
       November 26, 2000 outstanding                                     8,732,000           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 November 26,
       2000 outstanding                                                 12,328,000          12,328,000
     Capital Paid in Excess of Par Value                                 2,148,000           2,148,000
     Retained Earnings                                                  59,604,000          55,478,000
     Treasury Stock, at Cost                                            (8,147,000)         (8,134,000)
     Accumulated Other Comprehensive Income                                601,000             730,000
------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                              76,296,000          72,312,000
------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                           $ 194,680,000       $ 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>
                                                                      26 WEEKS                            13 WEEKS
                                                                        ENDED                               ENDED
                                                            November 26,     November 28,       November 26,      November 28,
                                                                2000             1999               2000              1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>                 <C>              <C>
Net Sales                                                   $151,603,000     $144,160,000        86,569,000       $82,539,000
Cost of Goods Sold                                           113,159,000      106,972,000        63,974,000        61,221,000
------------------------------------------------------------------------------------------------------------------------------
Gross Profit                                                  38,444,000       37,188,000        22,595,000        21,318,000

Selling Expenses                                              22,779,000       20,212,000        13,220,000        11,701,000
Administrative Expenses                                        5,670,000        5,451,000         2,781,000         2,533,000
------------------------------------------------------------------------------------------------------------------------------
Operating Profit                                               9,995,000       11,525,000         6,594,000         7,084,000

Interest Expense                                               2,407,000        1,857,000         1,276,000         1,036,000
Other Expenses, Net                                              406,000          787,000           170,000           133,000
------------------------------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes                                   7,182,000        8,881,000         5,148,000         5,915,000

Income Taxes                                                   2,643,000        3,542,000         1,860,000         2,336,000
------------------------------------------------------------------------------------------------------------------------------
Net Earnings                                                   4,539,000        5,339,000         3,288,000         3,579,000

Dividends on Preferred Stock                                      21,000           22,000            11,000            10,000
------------------------------------------------------------------------------------------------------------------------------
Net Earnings Applicable to Common Stock                        4,518,000       $5,317,000         3,277,000        $3,569,000
------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share:

Net Earnings Per Common Share - Basic                              $6.32            $7.43             $4.59             $4.99
------------------------------------------------------------------------------------------------------------------------------
Net Earnings Per Common Share - Diluted                            $6.23            $7.32             $4.52             $4.91
------------------------------------------------------------------------------------------------------------------------------
Dividends per Share, Common                                       $.0550           $0.550            $0.275            $0.275
------------------------------------------------------------------------------------------------------------------------------
Basic Weighted Average Shares                                    714,550          715,347           714,536           715,242
------------------------------------------------------------------------------------------------------------------------------
Diluted Weighted Average Shares                                  728,230          729,565           728,216           729,460
------------------------------------------------------------------------------------------------------------------------------
</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 Preferred   Convertible Preferred
                                                  Stock                 Stock            Common Stock          Common Stock
                                             Series A and B            Series C             Class A               Class B
                                  Total
                              Stockholders'
                                 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     4,539,000

Cash Dividends Per Share:

    Preferred Stock               (21,000)
    Common Stock                 (392,000)

Redemption of Common Stock
    (Class A 183 Shares)          (13,000)
Stock Conversions                              (40)    (1,000)                              10        1,000
Other Comprehensive Income       (129,000)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, November 26, 2000    $76,296,000   31,216   $780,000    10,000    $250,000    349,292   $8,732,000   493,123   $12,328,000
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                               Treasury Stock          Accumulated
                            Capital Paid                                                  Other
                            in Excess of      Retained                                Comprehensive
                              Par 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                    4,539,000

Cash Dividends Per Share:

    Preferred Stock                              (21,000)
    Common Stock                                (392,000)

Redemption of Common Stock
    (Class A 183 Shares)                                        183         (13,000)
Stock Conversions
Other Comprehensive Income                                                               (129,000)
---------------------------------------------------------------------------------------------------
Balance, November 26, 2000    $2,148,000     $59,604,000    144,410     ($8,147,000)     $601,000
---------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

<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>
--------------------------------------------------------------------------------------------------------------
                                                                                      26 Weeks Ended
                                                                           Nov. 26, 2000          Nov. 28,1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                <C>
Increase (Decrease) in Cash and Cash Equivalents

Operating Activities:
     Net Earnings                                                           $  4,539,000       $  5,339,000
     Adjustments to Reconcile Net Earnings to Net
         Cash (Used In) Provided by Operating Activities:
              Depreciation and Amortization                                    3,867,000          3,571,000
              Deferred Income Taxes                                              503,000            328,000
     Changes in Assets and Liabilities:
              Accounts Receivable                                               (147,000)          (653,000)
              Inventories                                                    (16,732,000)       (14,783,000)
              Prepaid Expenses                                                   151,000            (95,000)
              Accounts Payable and Accrued Expenses                            5,336,000          6,944,000
              Income Taxes Payable                                               496,000           (119,000)
              Other Liabilities                                                  286,000            361,000
--------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities                           (1,701,000)           893,000
--------------------------------------------------------------------------------------------------------------
Investing Activities:
     Increase in Other Assets                                                   (119,000)          (318,000)
     Acquisitions of Property, Plant and Equipment                            (5,220,000)        (6,238,000)
--------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                         (5,339,000)        (6,556,000)
--------------------------------------------------------------------------------------------------------------
Financing Activities:
     Increase in Notes Payable                                                 4,478,000          7,073,000
     Long-term debt payments                                                     (20,000)                 0
     Payment of Dividends                                                       (413,000)          (493,000)
     Redemption of Common Stock                                                  (13,000)           (40,000)
--------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                      4,032,000          6,540,000
--------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents                          (3,008,000)           877,000
Cash and Cash Equivalents, Beginning of Period                                 6,978,000          2,214,000
--------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                                       3,970,000          3,091,000
--------------------------------------------------------------------------------------------------------------
</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
                     November 26, 2000 and November 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 accounting principles generally accepted in
         the United States of America 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, 2000. Accordingly, these financial statements
         reflect activity for the thirteen week periods ended November 26, 2000
         and November 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 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 $56,858,000 was borrowed at
         November 26, 2000. The average cost of funds during the 6 month period
         ended November 26, 2000 was 7.07%.




                                       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>
                                                        November 26, 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                                                     42,000          62,000
-----------------------------------------------------------------------------------------
                                                               12,542,000      12,562,000

         Less current maturities                                1,809,000       1,821,000

-----------------------------------------------------------------------------------------
         Net Long-Term Debt                                   $10,733,000     $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 November 26, 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.


<TABLE>
<CAPTION>
                                               Twenty Six Weeks Ended           Thirteen Weeks Ended
                                               Nov. 26,       Nov. 28,          Nov. 26,      Nov. 28,
                                                 2000           1999              2000         1999
------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>                <C>           <C>
REVENUES:

Park 100 Foods, Inc.                           $952,000      $1,429,000         $508,000     $693,000

CORPORATE CHARGES:

     Snyder's of Hanover, Inc.                 $      0      $   96,000         $      0     $ 64,000

EXPENDITURES:

     Park 100 Foods, Inc.                      $  8,000      $   30,000         $  8,000     $ 30,000
     ARWCO Corporation                         $ 73,000      $    5,000         $ 72,000     $  1,000
     Warehime Enterprises, Inc.                $  2,000      $    2,000         $  1,000     $  1,000
     John A. & Patricia M. Warehime            $ 33,000      $   32,000         $ 18,000     $ 14,000
     James G. Sturgill                         $ 14,000      $   18,000         $  8,000     $  7,000
     Lippy Brothers, Inc.                      $512,000      $  110,000         $278,000     $110,000
     Schaier Travel, Inc.                      $  4,000      $    3,000         $  2,000     $  1,000
------------------------------------------------------------------------------------------------------
</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 November 26, 2000 and May 28, 2000 account balances with related
companies are as follows:


                                      November 26, 2000        May 28, 2000
--------------------------------------------------------------------------------
ACCOUNTS RECEIVABLE:

     Snyder's of Hanover, Inc.             $      0                $26,000
     Park 100 Foods, Inc.                  $157,000                $96,000
     Lippy Brothers                        $      0                $ 7,000


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

Accounts Payable:

     Lippy Brothers                        $806,000                $     0
     Schaier Travel                        $  2,000                $     0








                                       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>
                                                       26 Weeks Ended                   13 Weeks Ended
                                                   Nov. 26,        Nov. 28,         Nov. 26,      Nov. 28,
                                                     2000            1999             2000          1999
         ----------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>              <C>           <C>
         Net Income                               $4,539,000      $5,339,000       $3,288,000    $3,579,000
         Other Comprehensive Income (Loss)
         Unrealized Gain (Loss) on Investments      (129,000)        176,000         (311,000)      143,000
         Comprehensive Income                     $4,410,000      $5,515,000       $2,977,000    $3,722,000
</TABLE>


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


     Numerator for basic earnings per share:

<TABLE>
<CAPTION>
                                                      26 Weeks Ended                13 Weeks Ended
                                                   Nov. 26,      Nov. 28,        Nov. 26,       Nov. 28,
                                                     2000          1999            2000          1999
     ---------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>             <C>          <C>
     Net earnings applicable to
     common stock                                 $4,518,000    $5,317,000      $3,277,000   $3,569,0000

     Preferred stock dividends                        21,000        22,000          11,000        10,000

     Net earnings assuming dilution               $4,539,000    $5,339,000      $3,288,000    $3,579,000
     Denominator:
     Basic weighted average shares                   714,550       715,347         714,536       715,242
     Effect of dilutive securities                    13,680        14,218          13,680        14,218
     Diluted weighted average shares                 728,230       729,565         728,216       729,460
</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 which, before their expiration in 1998, entitled 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.



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

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

         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.

         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



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


         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 by the court 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
         November 29, 1999 the Supreme Court of Pennsylvania granted the
         petitions for allowance of appeal of John Warehime, and granted some of
         the petitions of Michael Warehime.



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


         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 held that John A. Warehime
         breached his fiduciary duties in voting for the Amended and Restated
         Articles as trustee of the Warehime voting trust.

         On September 12, 2000, 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
         Corporation 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. See Form 8-K dated September 12, 2000 which discusses the
         Superior Court decision.

         On November 27, 2000, the Supreme Court of Pennsylvania reversed and
         remanded the Order of the Superior Court issued on September 12, 2000.
         In reversing the Superior Court's Order, the Supreme Court of
         Pennsylvania held that John A. Warehime, the trustee of the voting
         trust, did not breach his fiduciary duties in voting the trust shares
         in favor of the Amended and Restated Articles of Incorporation. The
         Supreme Court remanded the case to the Pennsylvania Superior Court to
         consider other issues raised by Michael A. 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.




                                       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 regulations, 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 $151.6 million for the twenty-six week period ended
November 26, 2000. This represents an increase of 5.2% over the twenty-six week
period ended November 28, 1999 consolidated net sales of $144.2 million.
Consolidated net sales were $86.6 million for the



                                       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


thirteen week period ended November 26, 2000, a 4.9% increase from consolidated
net sales of $82.5 million for the corresponding period in the prior year. The
increase was primarily due to increases in sales of York Foods, Inc., York
Snacks, and Bon-Ton Foods, Inc. acquired in January 2000 and increases in frozen
Industrial Sales. These increases were partially offset by decreases in canned
branded retail sales, decreases in private label sales and decreases in canned
mushroom sales.


COST OF GOODS SOLD

Cost of goods sold were $113.2 million, or 74.6% of consolidated net sales in
the twenty-six week period ended November 26, 2000 and $107.0 million, or 74.2%
of consolidated net sales, for the corresponding period in 1999. Cost of goods
sold was $64.0 million, or 73.9% of consolidated net sales for the thirteen week
period ended November 26, 2000 as compared to $61.2 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 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 and higher
energy costs contributed to lower margins. The sales decreases were offset by
increases in lower margin snack food sales and frozen industrial sales.


SELLING EXPENSES

Selling expenses were $22.8 million, or 15.0% of consolidated net sales for the
twenty-six period ended November 26, 2000 as compared to $20.2 million or 14.0%
of consolidated net sales for the corresponding period in 1999. Selling expenses
were $13.2 million or 15.3% of consolidated net sales for the thirteen week
period ended November 26, 2000 compared to $11.7 million, or 14.2% of
consolidated net sales during the corresponding period in 1999. The increases in
selling expense primarily reflects increases at York Foods, Inc., York Snacks,
Inc., and Bon-Ton Foods, Inc., acquired in January 2000 and increased promotions
needed to gain back market share and to launch new frozen products during the
second quarter of the current fiscal year.


ADMINISTRATIVE EXPENSES

Administrative expenses as a percentage of consolidated net sales were 3.7% for
the twenty-six week period ended November 26, 2000 and 3.8% for the
corresponding period in 1999. Administrative expenses as a percentage of
consolidated net sales were 3.2% for the thirteen week period ended November 26,
2000 compared to 3.1% of consolidated net sales during the corresponding period
in 1999. The increases in dollars is attributed to administrative expense




                                       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


of York Foods, Inc., York Snacks, Inc., and Bon-Ton Foods, Inc., acquired in
January 2000.


INTEREST EXPENSE

Interest expense was $2,407,000 for the twenty-six week period ended November
26, 2000 as compared to $1,857,000 for the same period in 1999. Interest expense
was $1,276,000 for the thirteen week period ended November 26, 2000 compared to
$1,036,000 for the same period in 1999. The increases are due to higher average
borrowings to cover inventory increases as well as higher average cost of funds
for the period.


OTHER EXPENSES

Other expenses, net was $406,000 for the twenty-six week period ended November
26, 2000 as compared to $787,000 for the same period in 1999. Other expenses,
net was $170,000 for the thirteen week period ended November 26, 2000 as
compared to $133,000 for the same period in 1999. The decrease in other expenses
for the twenty-six week period is primarily due to decreased foreign translation
adjustment compared to the prior period. The minor increase in the second
quarter resulted from lower gain on the sale of investments for the period.


INCOME TAXES

The provision for corporate federal and state income taxes for the twenty-six
week period ended November 26, 2000 was $2.6 million, or 36.8% of pre-tax
earnings, as compared to $3.5 million, or 39.9% of pre-tax earnings for the same
period in 1999. The provision for income taxes was 36.1% of pre-tax earnings for
the thirteen week period ended November 26, 2000 as compared to 39.5% 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 periods as compared to the prior periods.


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 $11.1 million at November 26, 2000 and $7.6 million at
May 28, 2000. The current ratio was 1.11 and 1.08 on November 26, 2000 and May
28, 2000, respectively.




                                       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


Cash used in operating activities for the twenty-six week period ended November
26, 2000, $1.7 million as compared to cash provided by operating activities of
$.9 million during the same period of 1999. The combination of increased
inventory levels as well as lower net earnings offset by increased accounts
payable and accrued expenses utilized more cash flow in the twenty-six week
period ended November 26, 2000 compared to the prior year period.


INVESTING ACTIVITIES

During the twenty-six week period ended November 26, 2000, the Corporation spent
approximately $5.2 million for the purchase of land and plant upgrades and
expansions. This compares to $6.2 million spent during the same period last year
for capital projects.


FINANCING ACTIVITIES

The increase in notes payable of approximately $4.5 million during the
twenty-six week period ended November 26, 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 $56.9 million was utilized
as of November 26, 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.




                                       20
<PAGE>   21

                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


ITEM 1.  LEGAL PROCEEDINGS

See Note 7 of the Notes to Consolidated Financial Statements in this Form 10-Q
for information regarding the 1995 Warehime Family Litigation, the Derivative
Action and the 1997 Injunction Proceeding.

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

   (a)  Exhibits
          S-K Exhibit
            Number           Description of Exhibit
            ------           ----------------------
              27             Financial Data Schedule

   (b)  Reports on Form 8-K.
        Form 8-K was filed on September 19, 2000.




                                       21
<PAGE>   22

                                    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: January 10, 2001              By: /s/ Gary T. Knisely
                                       -------------------------------------
                                       Gary T. Knisely
                                       Executive Vice President


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









                                       22