As filed with the Securities and Exchange Commission on August 6, 1999

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



(Mark one)       Quarterly Report Pursuant to Section 13 or 15(d)
   [X]                of the Securities Exchange Act of 1934

                   For the quarterly period ended July 3, 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 333-39813


                                 B&G FOODS, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware
(State or other jurisdiction of                           13-3916496
 incorporation or organization)             (I.R.S. Employer Identification No.)

426 Eagle Rock Avenue, Roseland, New Jersey                 07068
  (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (973) 228-2500


     Indicate  by check  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 [ ]

     As of July 3, 1999,  there was 1 share of the  registrant's  common  stock,
$.01 par value, outstanding, which was owned by an affiliate of the registrant.

================================================================================


<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.       FINANCIAL INFORMATION

         Item 1.

                Consolidated Balance Sheets....................................1

                Consolidated Statements of Operations..........................2

                Consolidated Statements of Cash Flows..........................3

                Notes to Consolidated Financial Statements.....................4

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations..............7

         Item 3.    Quantitative and Qualitative Disclosure about
                    Market Risk...............................................12

PART II.      OTHER INFORMATION

         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 Holders.......12

         Item 5.    Other Information.........................................12

         Item 6.    Exhibits and Reports on Form 8-K..........................12
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits....................................................15


                                      (i)


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

                        B&G Foods, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                   Assets                                July 3, 1999     January 2, 1999
                                                         ------------     ---------------
                                                          (Unaudited)
<S>                                                      <C>                <C>
Current assets:
      Cash and cash equivalents                          $      4,749       $      599
      Trade accounts receivable, net                           25,232           15,656
      Inventories                                              64,544           39,764
      Prepaid expenses                                          1,721            1,646
      Deferred income taxes                                     2,938            2,938
                                                         -----------------------------
           Total current assets                                99,184           60,603

Property, plant and equipment, net                             42,636           26,486
Intangible assets, net                                        315,038          119,542
Other assets                                                   11,090            5,242
                                                         -----------------------------

                                                         $    467,948       $  211,873
                                                         =============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt             $        235       $    1,431
      Trade accounts payable                                   19,682           17,508
      Accrued expenses16,093                                   10,335
      Due to related parties                                      177              705
                                                         -----------------------------
           Total current liabilities                           36,187           29,979

Long-term debt                                                340,364          143,265
Deferred income taxes 34,009                                   17,809
Other liabilities                                                  13                0
                                                         -----------------------------
           Total liabilities                                  410,573          191,053

Stockholder's equity:
Common stock, $.01 par value per share. Authorized
      1,000 shares; issued and outstanding 1 share in
      1999 and 1998                                              -                -
Additional paid-in capital56,342                               21,342
Retained earnings (accumulated deficit)                         1,033             (522)
           Total stockholder's equity                          57,375           20,820
                                                         -----------------------------

                                                         $    467,948       $  211,873
                                                         =============================
</TABLE>

                See notes to consolidated financial statements.

                                       1

<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                             (dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                       Thirteen Weeks Ended               Twenty-six Weeks Ended
                                                   July 3, 1999     July 4, 1998      July 3, 1999     July 4, 1998
                                                   ------------     ------------      ------------     ------------

<S>                                                <C>                <C>             <C>               <C>
Net sales                                          $    97,620        $   42,633      $   154,100       $   81,031
Cost of goods sold                                      50,965            25,998           83,676           49,471
                                                   -----------------------------      ----------------------------

           Gross profit                                 46,655            16,635           70,424           31,560

Sales, marketing, and distribution expenses             30,338            11,228           47,316           21,968
General and administrative expenses                      4,389             1,310            6,781            2,667
Management fees-related party                              125                63              198              125
                                                   -----------------------------      ----------------------------

           Operating income                             11,803             4,034           16,129            6,800

Other expense:
      Interest expense-related parties                       0                16               15               31
      Interest expense                                   8,019             3,163           13,065            6,383
                                                   -----------------------------      ----------------------------

           Income before income tax expense              3,784               855            3,049              386

Income tax expense                                       1,854               422            1,494              189
                                                   -----------------------------      ----------------------------

           Net income                              $     1,930        $      433      $     1,555       $      197
                                                   =============================      ============================

</TABLE>
                See notes to consolidated financial statements.


                                       2


<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Twenty-six Weeks Ended
                                                                July 3, 1999         July 4, 1998
                                                                ------------         ------------

<S>                                                              <C>                     <C>
Cash flows from operating activities
      Net income                                                 $  1,555                $   197
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                            7,040                  3,325
           Deferred income tax benefit                              1,494                    202
           Amortization of deferred debt issuance costs               640                    166
           Changes in assets and liabilities, net of
             effects  of  businesses acquired:
               Trade accounts receivable                           (9,576)                   670
               Inventories                                          2,343                  7,004
               Prepaid expenses                                       (75)                   164
               Other assets(42)                                        39
               Trade accounts payable                               2,174                 (4,657)
               Accrued expenses                                     2,988                 (2,809)
               Due to related parties                                (528)                   969
               Other liabilities                                       13                    (59)
                                                                 -------------------------------

               Net cash provided by operating activities            8,026                  5,211
                                                                 -------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                      (224,413)                   -
      Capital expenditures(3,920)                                  (1,750)
      Proceeds from sales of property, plant and equipment            -                      346

               Net cash used in investing activities             (228,333)                (1,404)
                                                                 -------------------------------

Cash flows from financing activities:
      Payments of long-term debt                                  (20,697)                  (171)
      Proceeds from issuance of long-term debt                    216,600                    -
      Proceeds from capital contribution                           35,000                    231
      Payments of deferred debt issuance costs                     (6,446)                  (127)
                                                                 -------------------------------

               Net cash provided by (used in) financing
                 activities                                       224,457                    (67)
                                                                 -------------------------------

               Increase in cash and cash equivalents                4,150                  3,740

Cash and cash equivalents at beginning of period                      599                    691
                                                                 -------------------------------

Cash and cash equivalents at end of period                       $  4,749                $ 4,431
                                                                 ===============================
</TABLE>

                 See notes to consolidated financial statements.


                                       3

<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)

(1)      Basis of Presentation

         The accompanying  consolidated  financial statements of B&G Foods, Inc.
         and subsidiaries  (the "Company")  contain all adjustments  (consisting
         only of normal recurring  adjustments)  necessary to present fairly the
         Company's  consolidated  financial  position as of July 3, 1999 and the
         results of their  operations  and their cash flow for the  thirteen and
         twenty-six week periods ended July 3, 1999 and July 4, 1998.

         The results of operations for the thirteen and twenty-six  week periods
         are not  necessarily  indicative  of the results to be expected for the
         full year. The accompanying consolidated financial statements should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes  included in the Company's  1998 Annual report on Form 10-K filed
         with the Securities and Exchange Commission.

(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

         The  Company  operates  in one  industry  segment,  the  manufacturing,
         marketing and distribution of branded,  shelf-stable food products. The
         Company's products include pickles,  peppers, jams and jellies,  canned
         meats and beans,  spices,  syrups, bagel chips and other specialty food
         products  which are sold to retailers and food service  establishments.
         The Company  distributes these products to retailers in the greater New
         York   metropolitan   area  through  a   direct-store-door   sales  and
         distribution  system  and  elsewhere  in the  United  States  through a
         nationwide network of independent brokers and distributors.

         Acquisitions and Financing

         On February 5, 1999, the Company acquired certain assets of the Polaner
         Brand and related brands  (collectively,  "Polaner") from International
         Home  Foods,  Inc.  ("IHF"),  for  approximately   $30,574,   including
         transaction  costs ("Polaner  Brands  Acquisition").  Financing for the
         Polaner Brands  Acquisition  and certain related  transaction  fees and
         expenses was provided by borrowings  from the Company's  $50,000 Credit
         Facility (the "Credit Facility").

         On March 15,  1999,  the Company  acquired  the assets and stock of the
         Heritage  Portfolio of Brands  ("Heritage")  from  Pillsbury,  Inc. for
         approximately  $193,839,  including transaction costs ("Heritage Brands
         Acquisition"). In connection with this transaction, the Company entered
         into a $280,000  senior  secured credit  facility (the "Senior  Secured
         Credit  Facility").  The Senior Secured Credit Facility  comprised of a
         $60,000 five-year  revolving credit facility,  a $70,000 five-year term
         loan  facility  ("Term  Loan A") and a  $150,000  seven-year  term loan
         facility  ("Term Loan B" and  collectively  with Term Loan A, the "Term
         Loan Facilities").  The proceeds of the Term Loan Facilities,  together
         with an additional $35,000 of equity from Bruckmann, Rosser, Sherrill &
         Co., L.P.  ("BRS"),  were used to fund the Heritage Brands  Acquisition
         and


                                       4

<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)

         (Continued)

         refinance borrowings under the Company's Credit Facility which had been
         used for the Polaner Brands  Acquisition and the prior year acquisition
         of Maple Grove Farms of Vermont,  Inc. and affiliated companies ("Maple
         Grove Acquisition").

         The above  acquisitions  have  been  accounted  for using the  purchase
         method and, accordingly, the assets acquired,  liabilities assumed, and
         results  of  operations  are  included  in the  consolidated  financial
         statements from the respective date of the acquisitions.  The excess of
         the  purchase  price  over the fair  value of  identifiable  net assets
         acquired,  representing  goodwill,  is included in  intangible  assets.
         Goodwill and trademarks resulting from the above acquisitions are being
         amortized over 40, and 31-32 years, respectively.

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirteen  and  twenty-six  weeks  ended  July 3,  1999 and July 4, 1998
         presents  the  operations  of  the  Company  as if the  Polaner  Brands
         Acquisition,  the  Heritage  Brands  Acquisition,  and the Maple  Grove
         Acquisition had occurred at the beginning of the periods presented.  In
         addition to including the results of  operations of the  aforementioned
         entities,  the pro forma information gives effect primarily to interest
         on additional  borrowings and changes in depreciation  and amortization
         of intangible assets.

                        Thirteen Weeks Ended          Twenty-six Weeks Ended
                     July 3, 1999   July 4, 1998   July 3, 1999     July 4, 1998
                     ------------   ------------   ------------     ------------
         Net sales   $ 97,620         $ 92,704       $180,089         $173,814
         Net income     1,930            2,332          3,966            4,373

         The pro  forma  information  presented  above  does not  purport  to be
         indicative of the results that actually would have been attained if the
         aforementioned  acquisitions,  and related  financing  transactions had
         occurred at the beginning of the periods  presented and is not intended
         to be a projection of future results.

(3)      Inventories

         Inventories consist of the following:

                                       July 3, 1999      January 2, 1999
                                       ------------      ---------------

         Raw materials and packaging   $   18,349         $    10,337
         Work in process                    1,933               2,862
         Finished goods                    44,262              26,565
                                       ----------         -----------

                                       $   64,544         $    39,764
                                       ==========         ===========


                                       5

<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)

(continued)

(4)      Debt

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
         Subordinated  Notes  (the  "Notes")  due  August 1, 2007 with  interest
         payable  semiannually  on  February  1  and  August  1  of  each  year,
         commencing February 1, 1998. The proceeds of the Notes were used (i) to
         repay the  outstanding  balances,  together  with  accrued  and  unpaid
         interest,  on the Company's  $50,000 Credit  Facility and the Company's
         $23,000 of 12% Senior Subordinated Notes issued as bridge financing for
         the Company's June 17, 1997 acquisition of certain brands from Nabisco,
         Inc., (ii) to finance the Company's  August 15, 1997 acquisition of JEM
         Brands,  Inc., the holding company of Trappey's Fine Foods, Inc., (iii)
         to pay certain related fees and expenses and (iv) for general corporate
         purposes.

         As part of the  registration  rights  agreement  dated  August 11, 1997
         entered  into with the  initial  purchasers  of the Notes,  the Company
         agreed to offer to  exchange  an  aggregate  principal  amount of up to
         $120,000  of its 9.625%  Senior  Subordinated  Notes due 2007 (the "New
         Notes")  for a like  principal  amount  of the Notes  outstanding  (the
         "Exchange Offer").

         The terms of the New Notes are  identical in all  material  respects to
         those of the Notes (including principal amount, interest rate, maturity
         and  guarantees),   except  for  certain   transfer   restrictions  and
         registration  rights  relating  to the Notes.  The  Exchange  Offer was
         completed on February 6, 1998.

         On March 15, 1999, the Company  entered into a $280,000  Senior Secured
         Credit  Facility  comprised  of a $60,000  five-year  revolving  credit
         facility,  a $70,000  five-year  Term Loan A and a $150,000  seven-year
         Term Loan B. The proceeds of the Term Loan Facilities, together with an
         additional  $35,000 of equity from BRS,  were used to fund the Heritage
         Brands Acquisition and refinance  borrowings under the Company's Credit
         Facility which had been used for the Polaner Brands Acquisition and the
         Maple  Grove  Acquisition.  Interest  is  determined  based on  several
         alternative  rates as stipulated in the Senior Secured Credit Facility,
         including the base lending rate plus an applicable  margin, as defined,
         or the  eurodollar  rate plus an  applicable  margin,  as defined.  The
         Senior Secured Credit Facility is secured by  substantially  all of the
         Company's  assets and stock.  The Senior Secured  Credit  Facility also
         contains covenants that will restrict,  among other things, the ability
         of the Company to incur  additional  indebtedness,  pay dividends,  and
         create certain liens.  The Senior Secured Credit Facility also contains
         certain financial covenants, which, among other things, specify maximum
         capital expenditures,  a minimum interest and fixed charge ratio, and a
         maximum senior leverage ratio, each ratio as defined.


                                       6

<PAGE>

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

Results of Operations

13 week period ended July 3, 1999 compared to 13 week period ended July 4, 1998.

         Net Sales. Net sales increased $55.0 million or 129.0% to $97.6 million
for the thirteen  week period ended July 3, 1999 (the "1999  Quarterly  Period")
from $42.6  million for the  thirteen  week period ended July 4, 1998 (the "1998
Quarterly Period").  The net sales increase included $52.7 million of sales from
Maple  Grove,  Polaner  and  Heritage.  Sales of B&G Pickle and Pepper  products
increased $1.1 million or 7.0% and Regina sales increased $0.7 million or 21.3%.
All other brands increased $0.5 million or 1.1%.

         Gross  Profit.  Gross profit  increased  by $30.0  million or 180.5% to
$46.6  million for the 1999  Quarterly  Period  from $16.6  million for the 1998
Quarterly  Period.  Gross profit as a percentage of net sales increased to 47.8%
in the 1999 Quarterly Period from 39.0% in the 1998 Quarterly  Period.  This was
due to a favorable  shift in the sales mix to higher gross  profit  margins from
sales of Polaner and Heritage products,  coupled with reduced labor and overhead
costs at the Burns & Ricker Snack Food manufacturing facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses increased $19.1 million or 170.2% to $30.3 million in the
1999  Quarterly  Period from $11.2 million in the 1998  Quarterly  Period.  Such
expenses as a percentage of net sales  increased to 31.1% in the 1999  Quarterly
Period from 26.3% in the 1998 Quarterly Period due primarily to the Maple Grove,
Polaner  and  Heritage  acquisitions.  These  acquisitions  accounted  for $16.5
million of the increase.  In addition,  promotional  spending  increased by $1.4
million on B&G Pickle and  Pepper  products  and $0.5  million on Burns & Ricker
Snack Food products. All other brands accounted for the remaining $0.7 million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
by $3.1  million or 228.8% to $4.5  million for the 1999  Quarterly  Period from
$1.4 million for the 1998 Quarterly Period, primarily due to increased operating
expenses  and  amortization  of  intangibles  associated  with the Maple  Grove,
Polaner and Heritage acquisitions.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  by $7.8  million  or 192.6% to $11.8  million  in the 1999  Quarterly
Period  from  $4.0  million  in the  1998  Quarterly  Period.  Operating  income
expressed as a percentage of net sales  increased to 12.1% in the 1999 Quarterly
Period from 9.5% in the 1998 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $4.8  million to $8.0
million for the 1999  Quarterly  Period from $3.2 million in the 1998  Quarterly
Period as a result of the  additional  debt  incurred by the Company to fund the
Maple Grove, Polaner and Heritage acquisitions.

         Because of the highly leveraged status of the Company,  earnings before
interest,  taxes,  depreciation,  and  amortization  ("EBITDA")  is an important
performance  measure  used by the  Company  and its  stockholders.  The  Company
believes that EBITDA provides additional information for determining its ability
to meet future debt service requirements.  However,  EBITDA is not indicative of
operating  income or cash flow from  operations  as determined  under  generally
accepted accounting principles.  The


                                       7

<PAGE>

Company's EBITDA from continuing operations for the thirteen weeks ended July 3,
1999 and July 4, 1998 is calculated as follows:

                                                        Thirteen weeks ended
                                                   July 3, 1999     July 4, 1998
                                                   ------------     ------------

Net income                                           $  1,930          $   433
Depreciation and amortization                           4,590            1,673
Income tax expense                                      1,854              422
Interest expense                                        8,019            3,179
                                                     --------          -------
   EBITDA                                            $ 16,393          $ 5,707
                                                     ========          =======

26 week period ended July 3, 1999 compared to 26 week period ended July 4, 1998.

         Net Sales. Net sales increased $73.1 million or 90.2% to $154.1 million
for the  twenty-six  week  period  ended  July 3, 1999 (the  "1999  Year-to-Date
Period")  from $81.0 million for the  twenty-six  week period ended July 4, 1998
(the "1998 Year-to-Date  Period"). The net sales increase included $70.9 million
of sales  from Maple  Grove,  Polaner  and  Heritage.  Sales of Regina  products
increased $0.9 million or 14.1%,  B&G Pickle and Pepper products  increased $0.8
million or 2.7% and Trappey's products increased $0.6 million or 7.1%. All other
brands decreased $0.1 million or 0.2%.

         Gross  Profit.  Gross profit  increased  by $38.8  million or 123.1% to
$70.4 million for the 1999  Year-to-Date  Period from $31.6 million for the 1998
Year-to-Date  Period.  Gross  profit as a percentage  of net sales  increased to
45.7% in the  1999  Year-to-Date  Period  from  38.9%  in the 1998  Year-to-Date
Period.  This was due to a  favorable  shift in the sales  mix to  higher  gross
profit margins from sales of Polaner and Heritage  products,  along with reduced
labor  and  overhead  costs  at the  Burns &  Ricker  Snack  Food  manufacturing
facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses increased $25.3 million or 115.4% to $47.3 million in the
1999  Year-to-Date  Period from $22.0 million in the 1998  Year-to-Date  Period.
Such  expenses  as a  percentage  of net  sales  increased  to 30.7% in the 1999
Year-to-Date  Period from 27.1% in the 1998 Year-to-Date Period due primarily to
the Maple Grove, Polaner and Heritage acquisitions. These acquisitions accounted
for $23.4 million of the increase.  In addition,  promotional spending increased
by $1.9  million  on B&G Pickle and  Pepper  products,  $0.6  million on Trappey
products  and $0.5  million  on Burns & Ricker  Snack  Food  products  offset by
savings of $1.1 million in overall distribution costs.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
by $4.2 million or 150.0% to $7.0 million for the 1999 Year-to-Date  Period from
$2.8  million  for the 1998  Year-to-Date  Period,  primarily  due to  increased
operating  expenses and  amortization  of intangibles  associated with the Maple
Grove, Polaner and Heritage acquisitions.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  by $9.3 million or 137.2% to $16.1  million in the 1999  Year-to-Date
Period  from $6.8  million in the 1998  Year-to-Date  Period.  Operating  income
expressed  as a  percentage  of  net  sales  increased  to  10.5%  in  the  1999
Year-to-Date Period from 8.4% in the 1998 Year-to-Date Period.


                                       8

<PAGE>

         Interest  Expense.  Interest  expense  increased  $6.7 million to $13.1
million  for  the  1999  Year-to-Date  Period  from  $6.4  million  in the  1998
Year-to-Date  Period as a result of the additional  debt incurred by the Company
to fund the Maple Grove, Polaner and Heritage acquisitions.

         Because of the highly  leveraged  status of the  Company,  EBITDA is an
important  performance  measure  used by the Company and its  stockholders.  The
Company believes that EBITDA provides additional information for determining its
ability  to meet  future  debt  service  requirements.  However,  EBITDA  is not
indicative of operating  income or cash flow from operations as determined under
generally accepted accounting  principles.  The Company's EBITDA from continuing
operations  for the  twenty-six  weeks  ended  July 3,  1999 and July 4, 1998 is
calculated as follows:

                                                      Twenty-six weeks ended
                                                   July 3, 1999     July 4, 1998
                                                   ------------     ------------

Net income                                          $   1,555         $    197
Depreciation and amortization                           7,040            3,325
Income tax expense                                      1,494              189
Interest expense                                       13,080            6,414
                                                     --------         --------
   EBITDA                                            $ 23,169         $ 10,125
                                                     ========         ========

Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased  $2.8 million to $8.0
million  for  the  1999  Year-to-Date  Period  from  $5.2  million  in the  1998
Year-to-Date Period. This increase is primarily due to an increase in net income
of $1.4  million  to $1.6  million  in the 1999  Year-to-Date  Period  from $0.2
million in the 1998  Year-to-Date  Period.  Working  capital at July 3, 1999 was
$63.0 million,  an increase of $32.4 million over working  capital at January 2,
1999 of $30.6 million.

         Net cash used in investing  activities for the 1999 Year-to-Date Period
was $228.3 million as compared to $1.4 million for the 1998 Year-to-Date Period.
The change primarily relates to the Polaner and Heritage  acquisitions for $30.6
million  and $193.8  million,  respectively,  in the 1999  Year-to-Date  Period.
Capital  expenditures  during  the  1999  Year-to-Date  Period  of $3.9  million
included purchases of manufacturing and computer equipment and were $2.2 million
above $1.7 million for the 1998 Year-to-Date Period.

         Net cash  provided by financing  activities  for the 1999  Year-to-Date
Period was $224.5  million as compared to net cash used in financing  activities
of $0.1 million for the 1998 Year-to-Date  Period.  The change relates primarily
to the  proceeds  from the  issuance  of  long-term  debt and equity in the 1999
Year-to-Date Period to finance the Polaner and Heritage acquisitions.

Acquisitions

         The Company's  liquidity and capital resources have been  significantly
impacted  by  acquisitions  and may be  impacted  in the  foreseeable  future by
additional acquisitions. The Company has historically financed acquisitions with
borrowings and cash flows from operations. The Company's future interest expense
will increase  significantly as a result of additional  indebtedness the Company
has  incurred  as a  result  of its  recent  acquisitions,  and  any  additional
indebtedness the Company may incur to finance


                                       9

<PAGE>

potential future  acquisitions,  if any. To the extent future  acquisitions,  if
any, are financed by additional indebtedness, the resulting increase in debt and
interest expense could have a negative impact on liquidity.

Future Capital Needs

         The Company is highly  leveraged.  On July 3, 1999, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$340.6 million and $57.4 million, respectively.

         The Company's  primary sources of capital are cash flow from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and  financing  acquisitions.  The  Company's  ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving  credit facility of  approximately  $60.0 million at July 3, 1999, and
possible future debt financing will be sufficient for the foreseeable  future to
meet debt  service  requirements,  make future  acquisitions,  if any,  and fund
capital expenditures.  However, there can be no assurance in this regard or that
the terms available for any future financing, if required, would be favorable to
the Company.

Seasonality

Sales of a number of the  Company's  products  tend to be seasonal.  The Company
purchases most of the produce used to make B&G Pickle and Pepper Products during
the  period  from  May to  October  and it  purchases  all  of its  maple  syrup
requirements  during  the  months  of  April  through  July.  Consequently,  its
liquidity needs are greatest during these periods.

Recent Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement on
Financial  Accounting  Standards No. 133 (SFAS 133),  "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS 133  standardizes the accounting for
derivative  instruments  by requiring  that an entity  recognize  derivatives as
assets or liabilities in the statement of financial position and measure them at
fair value. In June 1999, the Financial  Accounting  Standards Board issued SFAS
137, "Accounting for Derivative  Instruments and Hedging  Activities-Deferral of
the Effective  Dates of FASB  Statement No. 133 and Amendment of FASB  Statement
No.  133."  SFAS  137  defers  the   effective   date  of  SFAS  133   requiring
implementation  for all  quarters of all fiscal years  beginning  after June 15,
2000.  These  Statements  should  have no impact on the  Company's  consolidated
financial statements.

Year 2000

The Year 2000 ("Y2K")  issue is the result of computer  programs  being  written
using two digits,  rather than four, to define the  applicable  year.  Mistaking
"00" for the year 1900  could  result in  miscalculations  and  errors and cause
significant  business  interruptions  for  the  Company,  as  well  as  for  the
government and most other companies. The Company is executing its plan to assess
its  state  of  readiness   for  Y2K,  to  remediate   those  systems  that  are
non-compliant and to assure that material third parties will be Y2K compliant.

The Company has assessed its mainframe,  operating and  application  systems for
Y2K  readiness,  giving the  highest  priority to those  information  technology
applications  (IT)  systems  that  are  considered   critical  to  its  business
operations.  At  present,  management  believes  that  approximately  90% of the
critical IT systems and non-IT  systems  have been  remediated.  Those  critical
systems not yet  remediated  are expected to be


                                       10

<PAGE>

remediated by November 15, 1999.  With respect to the Company's  non-critical IT
and non-IT systems,  management  believes that approximately 75% of such systems
have been  remediated  and expects the  remaining  systems to be  remediated  by
November 30, 1999.

In 1998, the Company installed throughout its business units a Wide Area Network
encompassing  merchandising,  logistics,  finance and human resources.  The Wide
Area Network project was undertaken for business reasons unrelated to Y2K.

The Company has distributed a comprehensive Y2K compliance  questionnaire to key
vendors,  service  providers  and  co-packers.   Management  has  addressed  the
responses as part of the Company's Y2K plan.

The Company is utilizing both internal and external resources to address the Y2K
issue.  Internal  resources  reflect the reallocation of IT personnel to the Y2K
project from other IT projects.  In the opinion of  management,  the deferral of
such other  projects  will not have a significant  adverse  effect on continuing
operations.  The total  estimated  direct cost to remediate the Y2K issue is not
expected to be material to the  Company's  results of  operations  or  financial
condition. All Y2K costs are expensed as incurred.

The Company is finalizing a contingency plan for areas that might be affected by
Y2K.  Although  the full  consequences  are  unknown,  the failure of either the
Company's  critical  systems or those of its  material  third  parties to be Y2K
compliant could result in the  interruption  of its business.  This could have a
material  adverse effect on the results of operations or financial  condition of
the Company.

Forward-Looking Statements

This report includes "forward-looking  statements" within the meaning of Section
21E of the  Securities  Exchange  Act of 1934,  as amended.  Statements  in this
report regarding  future events or conditions,  including  statements  regarding
industry prospects and the Company's expected financial  position,  business and
financing plans, are forward-looking  statements.  Although the Company believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially from the Company's  expectations are disclosed in this report as well
as the  Company's  most  recent  annual  report on Form 10-K,  and  include  the
Company's substantial  leverage,  the risks associated with the expansion of the
Company's  business,  the possible  inability  of the Company to  integrate  the
businesses it has acquired,  lower sales volumes for the Company's  products and
higher costs of food product raw  materials,  as well as factors that affect the
food industry  generally.  Readers are cautioned not to place undue  reliance on
these  forward-looking  statements,  which  speak  only as of their  dates.  The
Company   undertakes   no   obligations   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.


                                       11

<PAGE>


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse  movement in interest  rates.  As of July 3, 1999,  the  Company's  only
variable rate  borrowings were under the Term Loan Facilities that bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings  at July 3, 1999,  would  result in an annual  increase  in  interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is from time to time involved in legal proceedings  arising
in the normal course of business.  The Company  believes there is no outstanding
litigation that could have a material impact on its financial position,  results
of operations or liquidity.

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

<TABLE>
<CAPTION>
         Exhibit Number                     Description
         --------------                     -----------

         <S>                                <C>
         Exhibit 2.1                        Asset and Stock Purchase Agreement, dated as of January 28,
                                            1999, by and among The Pillsbury Company, Indivined B.V., IC
                                            Acquisition Company, Heritage Acquisition Corp. and, as guarantor,
                                            B&G Foods, Inc. (filed as Exhibit 2.1 to the Company's Report on Form
                                            8-K filed April 1, 1999 and incorporated by reference).


                                       12

<PAGE>


         Exhibit 2.2                        Asset Purchase Agreement, dated as of January 12, 1999, by and among
                                            Roseland Distribution Company, International Home Foods, Inc. and M.
                                            Polaner, Inc. (filed as an exhibit to the Company's Report on Form
                                            8-K filed February 19, 1999 and incorporated by reference).

         Exhibit 10.1                       Revolving Credit Agreement, dated as of March 15, 1999 among B&G
                                            Foods Holdings Corp., B&G Foods, Inc., as borrower, the several
                                            lenders from time to time party thereto, Lehman Brothers Inc., as
                                            Arranger, The Bank of New York, as Documentation Agent, Heller
                                            Financial, Inc., as Co-Documentation Agent, and Lehman Commercial
                                            Paper Inc. as Syndication Agent and Administrative Agent (filed as
                                            Exhibit 10.1 to the Company's Report on Form 10-Q filed May 17, 1999
                                            and incorporated by reference).


         Exhibit 10.2                       Term Loan Agreement, dated as of March 15, 1999, among B&G Foods
                                            Holdings Corp., B&G Foods, Inc., as borrower, the several lenders
                                            from time to time party thereto, Lehman Brothers Inc., as Arranger,
                                            The Bank of New York, as Documentation Agent, Heller Financial, Inc.,
                                            as Co-Documentation  Agent, and Lehman Commercial Paper, Inc., as
                                            Syndication Agent and Administrative Agent (filed as Exhibit 10.2 to
                                            the Company's Report on Form 10-Q filed May 17, 1999 and incorporated
                                            by reference).

         Exhibit 10.3                       Guarantee and Collateral Agreement, dated as of March 15, 1999, by
                                            B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its
                                            subsidiaries in favor of Lehman Commercial Paper, Inc., as
                                            Administrative Agent (filed as Exhibit 10.3 to the Company's Report
                                            on Form 10-Q filed May 17, 1999 and incorporated by reference)

         Exhibit 10.4                       Transition Services Agreement, dated as of February 5, 1999, among
                                            International Home Foods, Inc., M. Polaner, Inc. and Roseland
                                            Distribution Company (filed as an exhibit to the Company's Report on
                                            Form 8-K filed February 19, 1999 and incorporated by reference).

         Exhibit 10.5                       Consent, Waiver and Second Amendment, dated as of January 12, 1999 to
                                            the Second Amended and Restated Credit Agreement, dated as of August
                                            11, 1997, among B&G Foods, Inc., the subsidiaries party thereto,
                                            Heller Financial, Inc., as agent and lender, and the other lenders
                                            party thereto (filed as an exhibit to the Company's Report on Form
                                            8-K filed February 19, 1999 and incorporated by reference).

         Exhibit 10.6                       Guaranty, dated January 12, 1999, of B&G Foods, Inc. in favor of
                                            International Home Foods, Inc. and M. Polaner, Inc. (filed as


                                       13

<PAGE>

                                            an exhibit to the Company's Report on Form 8-K filed February 19, 1999
                                            and incorporated by reference).

         Exhibit 27                         Financial Data Schedule

</TABLE>




                                       14

<PAGE>


(b)      Reports on Form 8-K

         Form 8-K/A filed April 21, 1999
         Form 8-K/A filed April 22, 1999


                                       15

<PAGE>


                                    SIGNATURE


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.


Dated:   August 6, 1999                     B&G FOODS, INC.




                                            By:   /s/ Robert C. Cantwell
                                                  ------------------------------
                                                  Robert C. Cantwell
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer and
                                                  Authorized Officer)


                                       16

<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                      Description
------                                      -----------

<S>                                         <C>
Exhibit 2.1                                 Asset and Stock Purchase Agreement, dated as of January 28,
                                            1999, by and among The Pillsbury Company, Indivined B.V., IC
                                            Acquisition Company, Heritage Acquisition Corp. and, as guarantor,
                                            B&G Foods, Inc. (filed as Exhibit 2.1 to the Company's Report on Form
                                            8-K filed April 1, 1999 and incorporated by reference).

Exhibit 2.2                                 Asset Purchase Agreement, dated as of January 12, 1999, by
                                            and among Roseland Distribution Company, International Home Foods,
                                            Inc. and M. Polaner, Inc. (filed as an exhibit to the Company's
                                            Report on Form 8-K filed February 19, and incorporated by reference).

Exhibit 10.1                                Revolving Credit Agreement dated as of March 15, 1999 among B&G Foods
                                            Holdings Corp., B&G Foods, Inc., as borrower, the several lenders
                                            from time to time party thereto, Lehman Brothers Inc., as Arranger,
                                            the Bank of New York, as Documentation Agent, Heller Financial, Inc.,
                                            as Co-Documentation Agent, and Lehman Commercial Paper Inc. as
                                            Syndication Agent and Administrative Agent (filed as Exhibit 10.1 to
                                            the Company's Report on Form 10-Q filed May 17, 1999 and incorporated
                                            by reference).

Exhibit 10.2                                Term Loan Agreement, dated as of March 15, 1999,
                                            among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the
                                            several lenders from time to time party thereto, Lehman Brothers
                                            Inc., as Arranger, The Bank of New York, as Documentation Agent,
                                            Heller Financial, Inc., as Co-Documentation Agent, and Lehman
                                            Commercial Paper, Inc., as Syndication Agent and Administrative Agent
                                            (filed as Exhibit 10.2 to the Company's Report on Form 10-Q filed May
                                            17, 1999 and incorporated by reference).

Exhibit 10.3                                Guarantee and Collateral Agreement, dated as of March 15, 1999, by
                                            B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its
                                            subsidiaries in favor of Lehman Commercial Paper, Inc., as
                                            Administrative Agent (filed as Exhibit 10.3 to the Company's Report
                                            on Form 10-Q filed May 17, 1999 and incorporated by reference).

Exhibit 10.4                                Transition Services Agreement, dated as of February 5, 1999, among
                                            International Home Foods, Inc., M. Polaner Inc. and


                                       17

<PAGE>

                                            Roseland Distribution Company (filed as an exhibit to the Company's
                                            Report on Form 8-K filed February 19, 1999 and incorporated by reference).

Exhibit 10.5                                Consent, Waiver and Second Amendment, dated as of January 12, 1999 to
                                            the Second Amended and Restated Credit Agreement, dated as of August
                                            11, 1997, among B&G Foods, Inc., the subsidiaries party thereto,
                                            Heller Financial, Inc., as agent and lender, and the other lenders
                                            party thereto (filed as an exhibit to the Company's Report on Form
                                            8-K filed February 19, 1999 and incorporated by reference).

Exhibit 10.6                                Guaranty, dated January 12, 1999, of B&G Foods, Inc. in favor of
                                            International Home Foods, Inc. and M. Polaner, Inc. (filed as an
                                            exhibit to the Company's Report on Form 8-K filed February 19, 1999
                                            and incorporated by reference).

Exhibit 27                                  Financial Data Schedule

</TABLE>


                                       19