<PAGE>   1
                                                                     Exhibit 4.0


                            BROUGHTON FOODS COMPANY

                    Amended and Restated Code of Regulations

                         Effective as of April 29, 1998

                                   ARTICLE I

                                  SHAREHOLDERS

         SECTION 1.       Annual Meeting.  The annual meeting of shareholders
of the corporation for the election of directors, the consideration of reports
to be laid before such meeting, and the transaction of such other business as
may properly be brought before such meeting shall be held on a date and at a
time, either within or without the State of Ohio, as may be fixed by the board
of directors, annually, and specified in the notice of the meeting.

         SECTION 2.       Special Meetings.  Special meetings of the
shareholders of the corporation may be held on any day, when called by the
chairman of the board, or by the president, or, in case of the president's
absence, death or disability, by the vice president authorized to exercise the
authority of the president, or by the board of directors acting at a meeting,
or by a majority of the directors acting without a meeting, or by the person or
persons who hold at least fifty per cent of all the shares outstanding and
entitled to vote thereat.  Upon request in writing delivered to the president
or the secretary by any persons entitled to call a meeting of shareholders,
such officer shall forthwith cause to be given to the shareholders entitled
thereto notice as set forth in Section 3 of this Article I, below.

         SECTION 3.       Notice of Meetings.  Not less than seven (7) or more
than sixty (60) days before the date fixed for a meeting of shareholders,
written notice stating the time, place, and purposes of such meeting shall be
given by or at the direction of the president, secretary or assistant
secretary, or any other person or persons required or permitted by these
regulations to give such notice.  The notice shall be given by personal
delivery or by mail to each shareholder entitled to notice of the meeting who
is of record as of the day next preceding the day on which notice is given or,
if a record date therefor is duly fixed, of record as of said date; if mailed,
the notice shall be addressed to the shareholders at their respective addresses
as they appear on the records of the corporation.  Notice of the time, place,
and purposes of any meeting of shareholders may be waived in writing, either
before or after the holding of such meeting, by any shareholders, which writing
shall be filed with or entered upon the record of the meeting.  The attendance
of any shareholder at any such meeting without protesting, prior to or at the
commencement of the meeting, the lack of proper notice shall be deemed to be a
waiver by him of notice of such meeting.

         SECTION 4.       Quorum; Adjournment.  Except as may be otherwise
provided by law or by the Articles of Incorporation, at any meeting of the
shareholders the holders of shares entitling them to exercise a majority of the
voting power of the corporation present in person or by proxy shall constitute
a quorum for such meeting; provided, however, that
<PAGE>   2
no action required by law, by the Articles of Incorporation, or by these
Regulations to be authorized or taken by a designated proportion of the shares
of any particular class or of each class of the corporation may be authorized
or taken by a lesser proportion; and provided, further, that the holders of a
majority of the voting shares represented thereat, whether or not a quorum is
present, may adjourn such meeting from time to time; if any meeting is
adjourned, notice of such adjournment need not be given if the time and place
to which such meeting is adjourned are fixed and announced at such meeting.

         SECTION 5.       Proxies.  Persons entitled to vote shares or to act
with respect to shares may vote or act in person or by proxy.  Without
affecting any vote previously taken, the person appointing a proxy may revoke a
revocable appointment by a later appointment received by the corporation or by
giving notice of revocation to the corporation in writing or in open meeting
prior to the voting of such proxy.  The presence at a meeting of the person
appointing a proxy does not revoke the appointment.

         SECTION 6.       Action without a Meeting.  Except as provided in
Article VIII, shareholders of the Corporation may not take any action without a
meeting duly called.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1.       Number.  The number of directors of the Corporation
shall be twelve (12).  Notwithstanding the foregoing, the board of directors
may change the number of directors, from time to time by resolution adopted by
a majority of the board of directors, provided, however, that in no event shall
the number of directors be less than three (3).  The number of directors may be
changed by the shareholders at an annual meeting or a special meeting called
for the purpose of changing the number of directors, at which a quorum is
present, by the affirmative vote of the holders of a majority of the shares
which are represented at the meeting and entitled to vote on the proposal.
Prior to an annual meeting at which a shareholder or shareholders propose to
vote to change the number of directors or a special meeting of shareholders
called by shareholders for the purpose of changing the number of directors as
permitted by Section 2 of Article I, the shareholder or shareholders who wish
make such proposal to change the number of directors at an annual meeting or
who call such special meeting are required to provide notice to the Corporation
of the intention to make such proposal or call such special meeting no later
than 120 days prior to the intended meeting date.

         SECTION 2.       Election of Directors; Vacancies.  The directors
shall be elected at each annual meeting of shareholders or at a special meeting
called for the purpose of electing directors.  At a meeting of shareholders at
which directors are to be elected, only persons nominated as candidates shall
be eligible for election as directors and the candidates receiving the greatest
number of votes shall be elected, assuming that a quorum is present.  In the
event of the occurrence of any vacancy or vacancies in the board of directors,
however caused, the remaining directors, though less than a majority of the
whole authorized number of directors, may, by the vote of a majority of their





                                      -2-
<PAGE>   3
number, fill any such vacancy for the unexpired term.  No reduction in the
number of directors shall of itself have the effect of shortening the term of
any incumbent director.

         SECTION 3.       Term of Office; Resignations.  Each director shall
hold office until the next annual meeting of the shareholders and until his
successor is elected, or until his earlier resignation, removal from office or
death.  Any director may resign at any time by oral statement to that effect
made at a meeting of the board of directors or in a writing to that effect
delivered to the secretary, such resignation to take effect immediately or at
such other time as the director may specify.  Directors of the corporation may
be removed in accordance with the law of the State of Ohio.

         SECTION 4.       Organization Meeting.  Immediately after each annual
meeting of the shareholders, the newly elected directors shall hold an
organization meeting for the purpose of electing officers and transacting any
other business.  Notice of such meeting need not be given.

         SECTION 5.       Regular Meetings.  Regular meetings of the board of
directors may be held at such times and places within or without the State of
Ohio as may be provided for in resolutions adopted by the board of directors
and upon notice, if any, as shall be so provided.

         SECTION 6.       Special Meetings.  Special meetings of the board of
directors may be held at any time within or without the State of Ohio upon call
by the chairman of the board or the president or by not less than one-third of
the directors.  Notice of the time and place of each such meeting shall be
served upon, telephoned or facsimiled to each director at least twenty-four
hours, or mailed or telegraphed to each director at his address as shown on the
books of the corporation at least forty-eight hours prior to the time of the
meeting, which notice need not specify the purposes of the meeting; provided,
however, that attendance of any director at any such meeting without
protesting, prior to or at the commencement of the meeting shall be deemed to
be a waiver by him of notice of such meeting; and such notice may be waived in
writing, either before or after the holding of such meeting, by any director,
which writing shall be filed with or entered upon the records of the meeting.
Unless otherwise indicated in the notice thereof, any business may be
transacted at any organization, regular or special meeting.

         SECTION 7.       Quorum; Adjournment.  A quorum of the board of
directors shall consist of a majority of the directors then in office.
Provided, that a majority of the directors present at a meeting duly held,
whether or not a quorum is present, may adjourn such meeting from time to time;
if any meeting is adjourned, notice of such adjournment need not be given if
the time and place to which such meeting is adjourned are fixed and announced
at such meeting.  At each meeting of the board of directors at which a quorum
is present, all questions and business shall be determined by a majority vote
of those present except as in these regulations otherwise expressly provided.

         SECTION 8.       Action Without a Meeting.  Any action which may be
authorized or taken at a meeting of the board of directors may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by,





                                      -3-
<PAGE>   4
all of the directors, which writing or writings shall be filed with or entered
upon the records of the corporation.

         SECTION 9.       Committees.  The board of directors may at any time
appoint from its members an executive or other committee or committees,
consisting of such number of members, not less than three, as the board of
directors may deem advisable, together with such alternates as the board of
directors may deem advisable, to take the place of any absent member or members
at any meeting of such committee.  Each such member and each such alternate
shall hold office during the pleasure of the board of directors.  Any such
committee shall act only in the intervals between meetings of the board of
directors and shall have such authority of the board of directors as may, from
time to time, be delegated by the board of directors, except the authority to
fill vacancies in the board of directors or in any committee of the board of
directors.  Subject to the aforesaid exceptions, any person dealing with the
corporation shall be entitled to rely upon any act or authorization of an act
by any such committee, to the same extent as an act or authorization of the
board of directors.  Each committee shall keep full and complete records of all
meetings and actions, which shall be open to inspection by the directors.
Unless otherwise ordered by the board of directors, any such committee may
prescribe its own rules for calling and holding meetings, and for its own
method of procedure, and may act at a meeting by a majority of its members or
without a meeting by a writing or writings signed by all of its members.

                                  ARTICLE III

                                    OFFICERS

         SECTION 1.       Election and Designation of Officers.  The board of
directors shall elect a president, a secretary, a treasurer, and, in its
discretion, may elect one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as the
board of directors may deem necessary.  Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged, or verified by two or more officers.

         SECTION 2.       Term of Office; Vacancies.  The officers of the
corporation shall hold office, subject to the pleasure of the board of
directors, until their successors are elected, except in case of resignation,
removal from office, or death.  The board of directors may remove any officer
at any time with or without cause by a majority vote of the directors then in
office, subject to contract rights.  Any vacancy in any office may be filled by
the board of directors.

         SECTION 3.       Authority and Duties of Officers.  The officers of
the corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices or as may be specified from
time to time by the board of directors, regardless of whether such authority
and duties are customarily incident to such office.





                                      -4-
<PAGE>   5
         SECTION 4.       Delegation of Authority and Duties.  The board of
directors is authorized to delegate the authority and duties of any officer to
any other officer and generally to control the action of the officers and to
require the performance of duties to those mentioned herein.

                                   ARTICLE IV

                                  COMPENSATION

         SECTION 1.       Directors and Members of Committees.  Members of the
board of directors and members of any committee of the board of directors
shall, as such, receive such compensation, which may be either a fixed sum for
attendance at each meeting of the board of directors, or at each meeting of the
committee, or stated compensation payable at intervals, or shall otherwise be
compensated as may be determined by or pursuant to authority conferred by the
board of directors or any committee of the board of directors, which
compensation may be in different amounts for various members of the board of
directors or any committee.  No member of the board of directors and no member
of any committee of the board of directors shall be disqualified from being
counted in the determination of a quorum or from acting at any meeting of the
board of directors or of a committee of the board of directors by reason of the
fact that matters affecting his own compensation as a director, member of a
committee of the board of directors, officer, or employee are to be determined.

         SECTION 2.       Officers.  The compensation of officers of the
corporation, or the method of fixing such compensation, shall be determined by
or pursuant to authority conferred by the board of directors or any committee
of the board of directors.  Such compensation may include pension, disability,
and death benefits, and may be by way of fixed salary, or on the basis of
earnings of the corporation, or any combination thereof, or otherwise, as may
be determined or authorized from time to time by the board of directors or any
committee of the board of directors.

                                   ARTICLE V

                                INDEMNIFICATION

         SECTION 1.       Third Party Actions.  The corporation shall indemnify
to the fullest extent permissible under the laws of the State of Ohio as
currently in effect or hereinafter amended any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action, suit, or proceeding by or in the right of
the corporation, by reason of the fact that he is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, decrees, fines, penalties, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding.  The right to indemnification conferred in this Article V shall be
a contract





                                      -5-
<PAGE>   6
right and shall not be affected adversely as to any director of officer by any
amendment to this Amended and Restated Code of Regulations with respect to any
action or inaction occurring prior to such amendment.

         SECTION 2.       Derivative Actions.  The corporation shall indemnify
to the fullest extent permissible under the laws of the State of Ohio as
currently in effect or hereinafter amended any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action or suit, by or in the right of the corporation to procure a judgment in
its favor, by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit.

         SECTION 3.       Advances of Expenses.  Expenses of each person
indemnified under this Article V incurred in defending a civil, criminal,
administrative, or investigative action, suit, or proceeding or threat thereof,
may be paid by the corporation, as they are incurred, in advance of the final
disposition of such action, suit, or proceeding as authorized by the directors
in the specific case, upon receipt of an undertaking by or on behalf of the
person indemnified, to repay such amount if it ultimately is determined that he
is not entitled to be indemnified by the corporation.

         SECTION 4.       Employees and Agents.  The corporation may, to the
extent authorized from time to time by the board of directors, grant rights to
indemnification, and to the advancement of expenses, to any employee or agent
of the corporation (or any person serving at the corporation's request as a
trustee, manager, member, employee or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust or other enterprise) or to any person who is
or was a director, officer, employee or agent of a constituent corporation
absorbed by the corporation as a director, trustee, officer, employee or agent
of another enterprise, in each case as determined by the board of directors to
the fullest extent of the provisions of this Article V in cases of the
indemnification and advancement of expenses of directors and officers of the
corporation, or to any lesser extent (or greater extent, if permitted by law)
as determined by the board of directors.

         SECTION 5.       Non-Exclusivity; Heirs.  The indemnification provided
by this Article V shall not be deemed exclusive of, and shall be in addition
to, any other rights granted to those seeking indemnification under the
Articles, these regulations, any agreement, a vote of shareholders or
disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding their offices or
positions, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

         SECTION 6.       Purchase of Insurance.  The corporation may purchase
and maintain insurance or similar protection on behalf of any person who is or
was a director,





                                      -6-
<PAGE>   7
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, manager,
member or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article V.  Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.

         SECTION 7.       Severability.  In the event that any of the
provisions of this Article V (including any provision within a single section,
paragraph or sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the full extent permitted by law.

                                   ARTICLE VI

                                  RECORD DATES

         For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to receive notice of or to
vote at a meeting of shareholders, receive payment of any dividend or
distribution, receive or exercise rights of purchase or subscription for, or
exchange or conversion of, shares or other securities, subject to contract
rights with respect thereto, or participate in the execution of written
consents, waivers, or releases, the board of directors may fix a record date in
accordance with the provisions of the Ohio General Corporation Law.  The record
date for the purpose of the determination of the shareholders who are entitled
to receive notice of or to vote at a meeting of shareholders shall continue to
be the record date for all adjournments of such meetings, unless the board of
directors or the persons who shall have fixed the original record date shall,
subject to the limitations set forth in the Ohio General Corporation Law, fix
another date, and, in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a meeting newly called.  The board of directors may close
the share transfer books against transfers of shares during the whole or any
part of the period provided for in this Article VI, including the date of the
meeting of shareholders and the period ending with the date, if any, to which
adjourned.  If no record date is fixed therefor, the record date for
determining the shareholders who are entitled to receive notice of, or to vote
at, a meeting of shareholders shall be the date next preceding the day on which
notice is given, or the date next preceding the day on which the meeting is
held, as the case may be.

                                  ARTICLE VII

                            CERTIFICATES FOR SHARES

         SECTION 1.       Form of Certificates and Signatures.  Subject to
Section 2 of this Article VII, each holder of shares shall be entitled to one
or more certificates, signed by





                                      -7-
<PAGE>   8
the chairman of the board or the president or a vice president and by the
secretary, an assistant secretary, the treasurer, or an assistant treasurer of
the corporation, which shall certify the number and class of shares held by him
in the corporation, but no certificate for shares shall be executed or
delivered until such shares are fully paid.  When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the corporation may be facsimile, engraved, stamped, or
printed.  Although any officer of the corporation whose manual or facsimile
signature is affixed to such a certificate ceased to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.

         SECTION 2.       Uncertificated Shares.  The Board of Directors may
provide by resolution that some or all of a series of any or all classes of
shares of the Corporation shall be uncertificated shares as permitted by Ohio
law.

         SECTION 3.       Transfer of Shares.  Shares of the corporation shall
be transferable upon the books of the corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment
and power of transfer as the corporation or its agents may reasonably require.

         SECTION 4.       Lost, Stolen, or Destroyed Certificates.  The
corporation may issue a new certificate for shares in place of any certificate
theretofore issued by it and alleged to have been lost, stolen, or destroyed,
and the board of directors may, in its discretion, require the owner, or his
legal representatives, to give the corporation a bond containing such terms as
the board of directors or the president or a vice president and the secretary
or the treasurer may require to protect the corporation or any person injured
by the execution and delivery of a new certificate.

         SECTION 5.       Transfer Agent and Registrar.  The board of directors
may appoint, or revoke the appointment of transfer agents and registrars and
may require all certificates for shares to bear the signatures of such transfer
agents and registrars, or any of them.

                                  ARTICLE VIII

                                   AMENDMENTS

         The regulations of the corporation may be amended, or new regulations
may be adopted, by the shareholders at a meeting held for such purpose, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power on such proposal or without a meeting by the written
consent of the holders of shares entitling them to exercise two-thirds of the
voting power on such proposal.  If the regulations are amended or new
regulations are adopted without a meeting of the shareholders, the secretary of
the corporation shall mail a copy of the amendment or the new regulations to





                                      -8-
<PAGE>   9
each shareholder who would have been entitled to vote thereon and did not
participate in the adoption thereof.





                                      -9-