<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 1999
                                       or
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 For the transition period from _________________ to
        _________________


      Commission File Number: 0-19887



                             WORTHINGTON FOODS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

           OHIO                                           31-0733120
  ------------------------                  ------------------------------------
  (State of incorporation)                  (IRS Employer Identification Number)


                900 PROPRIETORS ROAD, WORTHINGTON, OH    43085
                ----------------------------------------------
              (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (614) 885-9511



                                 Not Applicable
         ---------------------------------------------------------------
         (Former name, former address and formal fiscal year, if changed
                               since last report.)


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

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


                   Class                         Outstanding at November 4, 1999
        ---------------------------              -------------------------------
        Common shares, no par value                         12,387,164


                            Exhibit Index at Page 14

                                  Page 1 of 16



<PAGE>   2



                     WORTHINGTON FOODS, INC. AND SUBSIDIARY

                                      INDEX


<TABLE>
<CAPTION>



     PART I  FINANCIAL INFORMATION                                                              Page No.
                                                                                                --------
<S>                                                                                               <C>
      Item 1.Financial Statements
               Condensed Consolidated Balance Sheets -
                 October 1, 1999 and December 31, 1998............................................ 3-4
               Condensed Consolidated Statements of Income -
                 For the three month and nine month periods ended October 1, 1999
                 and October 2, 1998..............................................................  5
               Condensed Consolidated Statements of Cash Flows -
                 For the nine month periods ended October 1, 1999 and October 2, 1998.............  6
               Notes to Condensed Consolidated Financial Statements ..............................  7

      Item 2.Management's Discussion and Analysis of Financial Condition
               and Results of Operations.......................................................... 8-12

      Item 3.Quantitative and Qualitative Disclosures About Market Risk...........................  12



    PART II  OTHER INFORMATION ...................................................................  12
      Item 1.    Legal Proceedings................................................................  12
      Item 2.    Changes in Securities and Use of Proceeds........................................  12
      Item 3.    Defaults Upon Senior Securities..................................................  12
      Item 4.    Submission of Matters to a Vote of Security Ho1ders..............................  12
      Item 5.    Other Information................................................................  12
      Item 6.    Exhibits and Reports on Form 8-K.................................................  12
      Signature...................................................................................  13
      Exhibit Index...............................................................................  14
             Exhibit 11 - Computation of Earnings Per Share    ...................................  15
             Exhibit 27 - Financial Data Schedule.................................................  16


</TABLE>


                                      - 2 -


<PAGE>   3


ITEM 1.
FINANCIAL STATEMENTS
--------------------


                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>


                                                            10/1/99     12/31/98
                                                            -------     --------
                                                          (UNAUDITED)   (AUDITED)
                                                              (000'S OMITTED)
ASSETS

<S>                                                      <C>          <C>
Current Assets
    Cash .............................................     $  1,650     $  1,054
    Accounts receivable less allowance ...............       10,996       13,109
      (1999 - $190; 1998 - $100)
    Inventories:
        Finished goods ...............................       22,700       18,032
        Work in process ..............................        2,209        1,690
        Raw materials ................................        6,754        4,872
        Packaging materials and supplies .............        3,092        2,357
                                                           --------     --------
                                                             34,755       26,951

    Income taxes refundable ..........................          539        1,686
    Prepaid expenses and other .......................        8,566        4,936
                                                           --------     --------
        Total Current Assets .........................       56,506       47,736



    Property, Plant and Equipment ....................      104,639       93,397
        Less accumulated depreciation and amortization       35,001       30,860
                                                           --------     --------
                                                             69,638       62,537


    Goodwill .........................................          111          352
    Trade name .......................................        8,094        8,409
    Intangible pension asset .........................        1,227        1,227
    Other intangible assets ..........................          849          688
                                                           --------     --------
                                                             10,281       10,676

              TOTAL ASSETS ...........................     $136,425     $120,949
                                                           ========     ========

</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      -3-


<PAGE>   4



                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                           10/1/99      12/31/98
                                                                           -------      --------
                                                                         (UNAUDITED)    (AUDITED)
                                                                            (000'S OMITTED)

LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                      <C>           <C>
Current Liabilities
    Accounts payable (including outstanding checks of $1,695 in 1999
          and $2,634 in 1998) ......................................     $   5,086      $   7,959
    Accrued compensation ...........................................           760            765
    Other accrued expenses .........................................         4,437          2,658
    Current portion of long-term debt ..............................           800            800
                                                                         ---------      ---------
        Total Current Liabilities ..................................        11,083         12,182



Long-Term Liabilities
    Long-term debt .................................................        38,283         26,583
    Minimum pension liability ......................................         1,395          1,395
    Deferred income taxes ..........................................         8,461          8,000
                                                                         ---------      ---------
        Total Long-Term Liabilities ................................        48,139         35,978



Shareholders' Equity
    Preferred shares, no par value, authorized 2,000,000 shares,
         none issued ...............................................             -              -
    Common shares, $1.00 stated value, authorized 30,000,000 shares,
         issued 12,385,576 shares in 1999 and 12,356,440 in 1998 ...        12,386         12,356
    Additional paid-in capital .....................................        19,030         18,931
    Accumulated other comprehensive income .........................          (168)          (168)
    Retained earnings ..............................................        45,955         41,670
                                                                         ---------      ---------
                                                                            77,203         72,789
                                                                         ---------      ---------

        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................     $ 136,425      $ 120,949
                                                                         =========      =========

</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 4 -


<PAGE>   5



                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>


                                          THREE MONTHS ENDED         NINE MONTHS ENDED
                                         --------------------      --------------------
                                         10/1/99      10/2/98      10/1/99      10/2/98
                                         -------      -------      -------      -------
                                                           (UNAUDITED)
                                            (000'S OMITTED, EXCEPT PER SHARE DATA)

<S>                                    <C>          <C>          <C>          <C>
Net sales .........................     $ 38,888     $ 34,838     $121,647     $102,186
Cost of goods sold ................       21,492       19,473       68,281       57,251
                                        --------     --------     --------     --------
   Gross profit ...................       17,396       15,365       53,366       44,935

Selling and distribution expenses .       12,857        9,661       37,870       27,184
General and administrative expenses        1,676          923        4,107        2,748
Research and development expenses .          412          435        1,258        1,246
                                        --------     --------     --------     --------
                                          14,945       11,019       43,235       31,178
                                        --------     --------     --------     --------
Income from operations ............        2,451        4,346       10,131       13,757

Interest expense ..................          506          411        1,516        1,302
                                        --------     --------     --------     --------
Income before income taxes ........        1,945        3,935        8,615       12,455

Provision for income taxes ........        1,106        1,616        3,531        5,109
                                        --------     --------     --------     --------
Net income ........................     $    839     $  2,319     $  5,084     $  7,346
                                        ========     ========     ========     ========

Earnings per share:
     Basic ........................     $   0.07     $   0.20     $   0.41     $   0.63
                                        ========     ========     ========     ========
     Diluted ......................     $   0.07     $   0.19     $   0.41     $   0.61
                                        ========     ========     ========     ========

Dividends per share ...............     $ 0.0215     $ 0.0215     $ 0.0645     $ 0.0645
                                        ========     ========     ========     ========


Weighted average number of common
and common equivalent shares used in
computing earnings per share

Basic..............................   12,385,580   11,768,487   12,379,350   11,711,798
Diluted............................   12,563,385   12,164,772   12,524,280   12,075,900

</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                       -5-


<PAGE>   6



                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                                       NINE MONTHS ENDED
                                                                     ----------------------
                                                                     10/1/99       10/2/98
                                                                     -------       -------
                                                                          (UNAUDITED)
                                                                        (000'S OMITTED)
<S>                                                                <C>          <C>
Operating activities:
  Net income ..................................................     $  5,084      $  7,346
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation ..............................................        4,522         4,001
     Deferred income taxes ....................................          461           461
    Amortization of intangible assets .........................          557           242
    Cash provided by (used for) current assets and liabilities:
      Accounts receivable .....................................        2,113         1,708
      Inventories .............................................       (7,804)       (5,439)
      Prepaid expenses and other ..............................       (3,630)       (3,664)
      Accounts payable and accrued expenses ...................       (1,099)        1,281
      Income taxes ............................................        1,147           782
    (Increase)/Decrease in other assets .......................         (162)           24
                                                                    --------      --------

  Net cash provided by operating activities ...................        1,189         6,742


Investing activities:
  Purchases of property, plant and equipment, net .............      (11,623)       (6,078)
                                                                    --------      --------
  Net cash used for investing activities ......................      (11,623)       (6,078)


Financing activities:
  Proceeds from long-term borrowings ..........................       53,665        64,995
  Payments on long-term borrowings ............................      (41,965)      (64,751)
  Proceeds from the issuance of common shares .................          129           829
  Dividends paid ..............................................         (799)         (757)
                                                                    --------      --------
  Net cash provided by financing activities ...................       11,030           316



Net increase in cash ..........................................          596           980
Cash at beginning of period ...................................        1,054           714
                                                                    --------      --------
Cash at end of period .........................................     $  1,650      $  1,694
                                                                    ========      ========

</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 6 -


<PAGE>   7



                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



1.   The accompanying condensed consolidated financial statements (unaudited)
     include the accounts of Worthington Foods, Inc. and Specialty Foods
     Investment Company, its consolidated subsidiary.

     The information furnished reflects all adjustments (all of which were of a
     normal recurring nature) which are, in the opinion of management, necessary
     to fairly present the condensed consolidated financial position, results of
     operations, and cash flows on a consistent basis. Operating results for the
     three month and nine month periods ended October 1, 1999 are not
     necessarily indicative of the results that may be expected for the year
     ended December 31, 1999.

     The accompanying condensed consolidated financial statements (unaudited)
     are presented in accordance with the requirements for Form 10-Q and
     consequently do not include all the disclosures normally required by
     generally accepted accounting principles. Reference should be made to the
     Company's Form 10-K for the fiscal year ended December 31, 1998 (File No.
     0-19887) for additional disclosures including a summary of the Company's
     accounting policies, which have not significantly changed. The Company's
     policy is that each fiscal year includes four, thirteen week periods.

2.   On September 30, 1999, the Company entered into an Agreement and Plan of
     Merger, (the "Merger Agreement") with Kellogg Company. Subject to the terms
     and conditions of the Merger Agreement, at the effective time of the
     merger, a wholly-owned subsidiary of Kellogg will be merged into
     Worthington and become a wholly-owned subsidiary of Kellogg and each
     outstanding share of Worthington (other than common shares held by
     shareholders of Worthington who have properly exercised dissenters' rights
     under Ohio law) will be converted into the right to receive $24 in cash. A
     Special Meeting of Shareholders to vote on the merger is scheduled for
     November 29, 1999 and it is anticipated that if the shareholders adopt the
     Merger Agreement, the merger will become effective promptly following the
     meeting.


                                      -7-


<PAGE>   8



ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------


RESULTS OF OPERATIONS

The following table sets forth selected items from the Company's Consolidated
Statements of Income expressed as a percentage of net sales for the periods
indicated.

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED     NINE MONTHS ENDED
                                                ------------------     -----------------
                                                10/1/99    10/2/98    10/1/99    10/2/98
                                                -------    -------    -------    -------

<S>                                             <C>        <C>        <C>        <C>
Net sales ................................       100.0%     100.0%     100.0%     100.0%
Cost of goods sold .......................        55.3       55.9       56.1       56.0
                                                 -----      -----      -----      -----
  Gross profit ...........................        44.7       44.1       43.9       44.0
Selling and distribution expenses ........        33.1       27.7       31.1       26.6
General and administrative expenses ......         4.3        2.7        3.5        2.7
Research and development expenses ........         1.0        1.2        1.0        1.2
                                                 -----      -----      -----      -----
                                                  38.4       31.6       35.6       30.5
                                                 -----      -----      -----      -----
Income from operations ...................         6.3       12.5        8.3       13.5
Interest expense .........................         1.3        1.2        1.2        1.3
                                                 -----      -----      -----      -----
Income before income taxes ...............         5.0       11.3        7.1       12.2
Provision for income taxes ...............         2.8        4.6        2.9        5.0
                                                 -----      -----      -----      -----
Net income ...............................         2.2%       6.7%       4.2%       7.2%
                                                 =====      =====      =====      =====
Provision for income taxes as a percentage
of income before income taxes ............        56.9%      41.1%      41.0%      41.0%
                                                 =====      =====      =====      =====

</TABLE>

THIRD QUARTER OF 1999 COMPARED TO 1998

Net sales for the third quarter and nine month period ended October 1, 1999
increased approximately $4,050,000 and $19,461,000 or 11.6% and 19.0% over the
similar prior year periods. Net sales for the third quarter of 1999 to the
Company's Specialty Markets (Seventh-day Adventist, Health Food, and
International) increased approximately $96,000 or 1.1% from the similar prior
year period. For the nine month period, net sales to the Company's Specialty
Markets increased approximately $1,756,000 or 6.1% over the similar prior year
period. These increases are primarily attributable to increased International
sales.

Net sales to Foodservice operations for the third quarter and nine month period
of 1999 increased approximately $219,000 and $598,000 or 4.8% and 4.7% over the
similar prior year periods. The Company anticipates that this growth level will
continue for the remainder of the year.

Net sales of Morningstar Farms(R) products to supermarkets in the third quarter
and nine month period of 1999 increased approximately $3,735,000 and $17,107,000
or 17.2% and 28.2% over the similar prior year periods. Net sales of Morningstar
Farms meat alternative products in the third quarter and nine month period of
1999 increased approximately $4,036,000 and $17,824,000 or 20.4% and 32.8% over
the similar prior year periods.


                                      - 8 -
<PAGE>   9

The gain in sales continues to be attributed to an extensive line of meatless
products, expanded distribution and the addition of Harvest Burgers(R) along
with a slight price increase that was taken earlier in the year. Sales of
Harvest Burgers products accounted for 8.6% and 10.7% of the MSF supermarket
sales for the third quarter and first nine months of 1999 and also represented
55% and 49% of the sales increase for the third quarter and nine month period,
respectively. Sales of America's Original Veggie Dogs(TM), MeatFree Buffalo
Wings, and MeatFree Corn Dogs, which were introduced in 1998, continue to
experience growth as the national roll-out for these products continues. Due to
strong trade acceptance, the Company has decided to delay the introduction of
MSF Meat-Free Mini Corn Dogs(TM) and MSF Stuffed Sandwiches to the first quarter
of 2000 in order to build adequate inventory to handle a national launch
program. The Mini Corn Dogs are another addition to our popular hot dog line
while the hand-held stuffed sandwiches will be offered in three varieties. Net
sales of Morningstar Farms frozen egg substitutes for the third quarter and nine
month period of 1999 decreased approximately $300,000 and $717,000 or 15.5% and
11.1% from the similar prior year periods. The Company expects this downward
trend to continue as consumer trends move from frozen to refrigerated egg
substitutes.

Gross profit as a percentage of net sales for the third quarter of 1999
increased from 44.1% in 1998 to 44.7% in 1999. For the first nine months of
1999, gross profit as a percentage of net sales was slightly lower than the same
period in 1998.

Selling and distribution expenses as a percentage of net sales for the third
quarter and nine month period of 1999 increased from 27.7% and 26.6% in 1998 to
33.1% and 31.1% in 1999. A national advertising campaign targeted to print and
broadcast media was introduced in May 1999 and continued throughout the third
quarter. Particular emphasis was placed on increasing the awareness of the
Company's products and building brand loyalty. General and administrative
expenses for the third quarter and nine months of 1999 increased as a percentage
of net sales from 2.7% and 2.7% in 1998 to 4.3% and 3.5% in 1999. This increase
can be attributed to additional costs related to the Harvest Burgers purchase
and the costs associated with the acquisition by Kellogg Company. Research and
development expenses decreased from prior year percentages due to efficiencies
gained through higher sales volume.

Interest expense for the third quarter and nine month period of 1999 increased
approximately $95,000 and $214,000 or 23.1% and 16.4% over the similar prior
year periods. The increases are attributable to higher average borrowing levels
associated with increased inventory levels to support future sales growth.

The Company had previously recognized a $309,000 State of Ohio investment tax
credit during the second quarter of 1999. Due to the delay of planned fourth
quarter capital spending at our Zanesville facility, this credit has been
reversed during the third quarter.

Net income for the third quarter and nine month period of 1999 decreased
approximately $1,400,000 and $2,262,000 or 63.8% and 31.1% over the similar
prior year periods. These decreases reflect the facts that higher selling,
general and administrative expenses as a percentage of net sales, higher
interest costs and a higher tax rate more than offset the increase in net sales.


LIQUIDITY AND CAPITAL RESOURCES

The Company relies on cash generated from operations and a $50,000,000 revolving
credit facility as its principal sources of liquidity. As of November 4, 1999,
$14,650,000 of this credit facility was unused. The Company believes that this
borrowing capability plus internally generated funds will be adequate to finance
current growth levels into the foreseeable future.

Net cash provided by operating activities for the nine months of 1999 decreased
over the similar prior year period due to a decrease in net income and changes
in operating assets and liabilities, especially an increase in inventory.


                                      - 9 -

<PAGE>   10

Net cash used for investing activities during the first nine months of 1999
increased from the similar prior year period, primarily due to higher
expenditures for property, plant and equipment including the distribution center
expansion at Zanesville facility.

Net cash provided by financing activities for the first nine months of 1999
increased from the similar prior year period, primarily due to increased
borrowings for capital expenditures on property, plant and equipment and higher
inventory levels to support future sales growth.

INFLATION

Although inflation has slowed in recent years, the Company continues to seek
ways to moderate any inflationary impact. To the extent possible based on
competitive conditions, the Company passes increased costs on to its customers
by increasing sales prices over time.

The Company uses the LIFO method of accounting for raw materials, packaging
materials and the materials content of work-in-process and finished goods. Under
this method, the cost of products sold reported in the financial statements
approximates current costs.

COMPLIANCE WITH ENVIRONMENTAL PROTECTION REGULATIONS

The Company does not anticipate that compliance with federal, state, and local
regulations with respect to the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will have a material
effect on capital expenditures, earnings, or the competitive position of the
Company.

YEAR 2000

The Company intends this information to constitute notice under the Year 2000
Information and Readiness Disclosure Act as "Year 2000 Readiness Disclosure."

The YEAR 2000 issue refers to a condition in computer software where a two-digit
field rather that a four-digit field is used to distinguish a calendar year.
Unless corrected, date sensitive software may recognize a date using "00" as the
year 1900 rather that the year 2000. This could result in system failures or
miscalculations causing disruptions to various activities and operations. Such
an uncorrected condition could significantly interfere with the conduct of the
Company's business, including disruption of its supply, manufacturing,
processing, distribution and financial chains.

The Company has conducted an assessment of the YEAR 2000 issue and the potential
effect it will have on the Company and its business. The Company has also
prepared a formal plan for dealing with the YEAR 2000 issue. The plan covers
information systems, financial and administrative systems, process control and
manufacturing operating systems and significant vendors and customers. The
Company has completed the majority of its updates to its existing software for
YEAR 2000 compliance by either modifying existing software or obtaining YEAR
2000 compliant software updates from current software providers. The Company is
utilizing internal personnel, contract programmers and vendors to identify YEAR
2000 noncompliance problems, modify codes and test the modifications.

The Company completed the testing of the YEAR 2000 upgrades and successfully
converted its company-wide computer mainframe system during June 1999. Certain
non-critical components of the software were updated to become YEAR 2000
compliant during the third quarter.


                                     - 10 -



<PAGE>   11


The majority of the Company's manufacturing and process equipment is currently
YEAR 2000 compliant, based upon discussions with vendors. Equipment that is
non-compliant will be modified by purchasing YEAR 2000 compliant upgrades or
replacing the equipment. The Company is in the process of completing the
updating of non-compliant manufacturing systems. The Company estimates that
these systems will be 100% compliant by November 30, 1999.

Third-party suppliers that have not modified their systems to adequately address
the YEAR 2000 issue may also affect the Company. The Company has completed
efforts to evaluate the status of suppliers' efforts to resolve YEAR 2000
issues. The Company is monitoring the suppliers' efforts and addressing options
in case of non-compliance. These options include identification of alternate
suppliers and accumulation of inventory to assure production capacity. All of
the Company's critical suppliers have been contacted regarding YEAR 2000
compliance and we have either ascertained that they will be YEAR 2000 or
initiated for new suppliers that will be YEAR 2000 compliant. These activities
are intended to provide a means of managing risk, but cannot eliminate the
potential for disruption due to third party failure.

The Company is also dependent upon its customers for sales and cash flow. The
Company has also sent surveys to our customers regarding YEAR 2000 compliance.
Non-compliance by our customers could result in reduced sales, higher accounts
receivable and inventory levels and reduced cash flow to the Company. The
Company believes that its customer base is broad enough to minimize the effects
of a single occurrence; however, we are taking steps to monitor the status of
our customers as a means of determining risks and alternatives.

The possibility exists that the Company could inadvertently fail to correct a
YEAR 2000 problem. However, failure to meet critical dates identified in our
readiness plan would provide advance notice and steps would be taken to correct
the problem prior to January 1, 2000. The Company believes that the impact of
such an occurrence would be minor. The Company is in the final stages of
developing a comprehensive contingency plan, and has identified a vendor that
can provide remote processing in the event of a YEAR 2000 problem.

The Company continually upgrades its personal computers as part of its annual
capital budget; therefore, the Company does not anticipate any problems
regarding operating systems and ancillary software that resides on the Company's
personal computers. As of November 4, 1999, YEAR 2000 readiness efforts have
cost the Company approximately $225,000 and are expected to cost an estimated
$250,000 in the aggregate to complete, not including internal resources.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q which are not historical fact are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks
and uncertainties that may cause actual results to differ materially from those
expressed or implied by the statements. Among the factors that could cause
actual results to differ materially are changes in general economic conditions,
fluctuation in interest rates, increases in raw material costs, level of
competition, market acceptance of new and existing products, capital expenditure
amounts, uninsured product liability, the effective detection and remediation of
Year 2000 issues by the Company and its key third party vendors, suppliers and
customers and other risks described in detail in the Company's filings with the
Securities and Exchange Commission and communication to shareholders.


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

No response required

                                     - 11 -

<PAGE>   12



                           PART II. OTHER INFORMATION



         Item 1.   Legal Proceedings
                      Not Applicable


         Item 2.   Changes in Securities and Use of Proceeds
                      Not Applicable


         Item 3.   Defaults Upon Senior Securities
                      Not Applicable


         Item 4.   Submission of Matters to a Vote of Security Holders
                        Not Applicable


         Item 5.   Other Information
                        Not Applicable


         Item 6.   Exhibits and Reports on Form 8-K
                     (a)   Exhibits
                           Exhibit 2. Agreement and Plan of Merger dated as of
                           September 30, 1999 by and among Kellogg Company, WF
                           Acquisition Inc. and Worthington Foods, Inc.
                           Exhibit 4. First Amendment to Rights Agreement dated
                           as of September 30, 1999 between Worthington Foods,
                           Inc. and National City Bank
                           Exhibit 11. Computation of Earnings Per Share
                           Exhibit 27. Financial Data Schedule

                     (b)   No Current Reports on Form 8-K were filed during the
                           fiscal quarter ended October 1, 1999.
                           A Current Report on Form 8-K, dated October 4, 1999,
                           was filed on October 5, 1999 in order to report under
                           Item 1 the entering into on September 30, 1999 of the
                           Agreement and Plan of Merger with Kellogg Company.
                           The Form 8-K also reported that in connection with
                           the Merger Agreement, the Board of Directors of
                           Worthington amended Worthington's Rights Agreement to
                           render in inapplicable to the Merger Agreement and
                           the Merger.



                                     - 12 -


<PAGE>   13




                                   SIGNATURES






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




                                               WORTHINGTON FOODS, INC.
                                               -----------------------
                                                    (Registrant)




        Date: November 12, 1999                By: /S/ WILLIAM T. KIRKWOOD
              -----------------                   -----------------------------
                                                       William T. Kirkwood
                                                   Executive Vice President and
                                                      Chief Financial Officer



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<PAGE>   14




                                  EXHIBIT INDEX





      Filed with Worthington Foods, Inc. Quarterly Report on Form 10-Q for the
      Quarter Ended October 1, 1999.

<TABLE>
<CAPTION>

      Exhibit No.                                                                 Page No.
      -----------                                                                 --------

       <S>                                                                       <C>
          2      Agreement and Plan of Merger dated as of September 30, 1999 by
                 and among Kellogg Company, WF Acquisition Inc. and Worthington
                 Foods, Inc. (Incorporated by reference to Exhibit 2 to
                 Worthington's Current Report on Form 8-K, dated October 4, 1999
                 and filed with the Securities and Exchange Commission on
                 October 5, 1999 (the October 1999 Form 8-K"))

          4      First Amendment to Rights Agreement dated as of September 30,
                 1999 between Worthington Foods, Inc. and National City Bank
                 (Incorporated herein by reference to Exhibit 4 to Worthington's
                 October 1999 Form 8-K).

         11      Computation of Earnings Per Share                                 15

         27      Financial Data Schedule                                           16


</TABLE>


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