As filed with the Securities and Exchange Commission on July 25, 2002

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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


                  For the quarterly period ended June 29, 2002


                                       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.)

  4 Gatehall Drive, Suite 110, Parsippany, New Jersey         07054
        (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code: (973) 401-6500


         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 [ ]   No [ ]

         As of July 25, 2002, B&G Foods, Inc. had one (1) share of common stock,
$.01 par value, outstanding, which was owned by an affiliate.

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<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

      Item 1.

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

           Consolidated Statements of Income................................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..............9

      Item 3.    Quantitative and Qualitative Disclosures about
                 Market Risk...............................................17

PART II. OTHER INFORMATION

      Item 1.    Legal Proceedings.........................................19

      Item 2.    Changes in Securities and Use of Proceeds.................19

      Item 3.    Defaults Upon Senior Securities...........................19

      Item 4.    Submission of Matters to a Vote of Security Holders.......19

      Item 5.    Other Information.........................................19

      Item 6.    Exhibits and Reports on Form 8-K..........................20
                 (a)    Exhibits
                 (b)    Reports on Form 8-K

SIGNATURES

      Index to Exhibits....................................................26


                                      (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)

                   Assets                    June 29, 2002     December 29, 2001
                   ------                    -------------     -----------------
                                               (Unaudited)
Current assets:
      Cash and cash equivalents               $    10,579      $    15,055
      Trade accounts receivable, net               21,814           21,621
      Inventories                                  66,275           66,142
      Prepaid expenses                              3,921            1,790
      Deferred income taxes                         1,672            1,672
                                              ----------------------------
           Total current assets                   104,261          106,280

Property, plant and equipment, net                 37,860           36,431
Goodwill, net                                     112,319          112,319
Intangible assets, net                            162,781          162,781
Other assets                                       11,737            8,195
                                              ----------------------------

                                              $   428,958      $   426,006
                                              ============================

      Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt  $      433       $    17,436
      Trade accounts payable                      17,153            21,256
      Accrued expenses20,752                      17,494
      Due to related party                           208               208
                                              ----------------------------
           Total current liabilities              38,546            56,394

Long-term debt                                   282,855           271,839
Deferred income taxes 36,732                      34,701
Other liabilities                                    264               236
                                              ----------------------------
           Total liabilities                     358,397           363,170

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share    -                -
Additional paid-in capital56,392                  56,392
Retained earnings                                 14,169            6,444
                                              ----------------------------
           Total stockholder's equity             70,561           62,836
                                              ----------------------------
                                              $  428,958       $  426,006
                                              ============================

                 See notes to consolidated financial statements.

                                       1

<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                        Consolidated Statements of Income
                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                         Thirteen Weeks Ended             Twenty-six Weeks Ended
                                                    June 29, 2002     June 30, 2001    June 29, 2002   June 30, 2001
                                                    -------------     -------------    -------------   -------------

<S>                                                 <C>                <C>             <C>              <C>

Net sales...................................         $   77,850         $   73,092      $  144,060       $  134,491
Cost of goods sold..........................             53,576             49,888          99,081           91,698
                                                    -------------     -------------    -------------   -------------
    Gross profit............................             24,274             23,204          44,979           42,793
Sales, marketing and distribution expenses                9,439              8,417          17,339           16,281
General and administrative expenses.........              1,311              3,605           2,589            7,104
Management fees.............................                125                125             250              250
                                                    -------------     -------------    -------------   -------------
Special charge-environmental clean-up.......                  -                  -               -            1,100
    Operating income........................             13,399             11,057          24,801           18,058
Gain on sale of assets......................                  -                  -               -           (3,112)
Derivative gain.............................             (1,057)                 -          (1,057)               -
Interest expense............................              6,562              7,518          12,934           16,031
                                                    -------------     -------------    -------------   -------------
    Income before income tax expense .......              7,894              3,539          12,924            5,139
                                                          3,187              1,845           5,199            2,837
Income tax expense .........................        -------------     -------------    -------------   -------------
    Net income .............................         $    4,707         $    1,694      $    7,725       $    2,302
                                                    =============     =============    =============   =============

                See notes to consolidated financial statements.


</TABLE>

                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                       Twenty-six Weeks Ended
                                                                                 June 29, 2002       June 30, 2001
                                                                                 -------------       -------------
<S>                                                                               <C>                 <C>

Cash flows from operating activities:
Net income................................................................         $    7,725          $    2,302
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation and amortization..........................................              2,528               7,071
   Deferred income tax expense............................................              2,031               2,837
   Amortization of deferred debt issuance costs and bond discount.........              1,199                 953
   Gain on sale of assets.................................................                  -              (3,112)
   Changes in assets and liabilities, net of effects of net assets sold:
         Trade accounts receivable........................................               (193)              4,617
         Inventories......................................................               (133)             (3,502)
         Prepaid expenses.................................................             (2,131)             (2,034)
         Other assets.....................................................             (1,023)                  -
         Trade accounts payable...........................................             (4,103)             (3,502)
         Accrued expenses.................................................              3,258                 516
         Other liabilities................................................                 28                  48
                                                                                 -------------       -------------
     Net cash provided by operating activities............................              9,186               6,194

Cash flows from investing activities:
   Capital expenditures...................................................             (3,957)             (1,173)
   Net cash received for sale of assets...................................                  -              24,090
                                                                                 -------------       -------------
     Net cash (used in) provided by investing activities..................             (3,957)             22,917

Cash flows from financing activities:
   Payments of long-term debt.............................................           (104,811)            (32,876)
   Proceeds from issuance of long-term debt...............................             98,760                   -
   Payments of debt issuance costs........................................             (3,654)                  -
                                                                                 -------------       -------------
     Net cash used in financing activities................................             (9,705)            (32,876)
                                                                                 -------------       -------------
     Decrease in cash and cash equivalents................................             (4,476)             (3,765)

Cash and cash equivalents at beginning of period..........................             15,055              13,433
                                                                                 -------------       -------------
Cash and cash equivalents at end of period................................         $   10,579        $      9,668
                                                                                 =============       =============
Supplemental disclosure of cash flow information - Cash paid for:
     Interest.............................................................         $   17,965        $     16,511
     Income taxes.........................................................         $      923        $        161

                 See notes to consolidated financial statements.

</TABLE>

                                       3

<PAGE>

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

(1) Basis of Presentation

    The accompanying  unaudited  consolidated financial statements of B&G Foods,
Inc. and subsidiaries (the "Company")  contain all adjustments  (consisting only
of normal and recurring  adjustments)  necessary to present fairly the Company's
consolidated  financial  position  as of June 29,  2002 and the results of their
operations  and their cash flows for the  thirteen and  twenty-six  week periods
ended June 29, 2002 and June 30, 2001.

    The results of operations for the thirteen and twenty-six week periods ended
June 29, 2002 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  2001 Annual  Report on Form 10-K filed with the  Securities  and
Exchange Commission.

    The Emerging Issues Task Force ("EITF") has reached a consensus with respect
to the issue of "Accounting  for Certain Sales  Incentives,"  including point of
sale coupons, rebates and free merchandise.  The consensus includes a conclusion
that the value of such sales incentives that results in a reduction of the price
paid by the customer  should be netted  against  sales and not  classified  as a
sales or marketing  expense.  During 2001,  the Company  recorded  reductions in
price  pursuant to coupons as sales,  marketing and  distribution  expenses.  As
required,  the Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  reclassified prior period coupon
expense as a reduction of net sales.  Coupon expense  reclassified in accordance
with the EITF consensus for the thirteen and twenty-six  week periods ended June
30, 2001 was $0.4 million and $0.7 million,  respectively. The implementation of
the provisions of such EITF consensus alters the classification of certain sales
incentives in the consolidated  statements of income resulting in a reduction of
sales and gross margins, but does not have any effect on the Company's operating
income or net income.  The Company  historically has included,  and continues to
include,  free  merchandise  in cost of goods sold,  as required by the new EITF
consensus.

    In April 2001,  the EITF reached a consensus  with respect to EITF Issue No.
00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser
of the Vendor's Products or Services." The consensus  includes a conclusion that
consideration  from a vendor to a retailer is presumed to be a reduction  to the
selling prices of the vendor's products and, therefore,  should be characterized
as a reduction of sales when  recognized in the vendor's  income  statement.  As
required,  the Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  has  reclassified  certain prior
period expenses as a reduction of net sales. Such reclassification reduces sales
and gross margin, but does not have an impact on the Company's  operating income
or net income. Such expenses  reclassified in accordance with the EITF consensus
as a reduction of net sales and sales,  marketing and distribution  expenses for
the thirteen and twenty-six  week periods ended June 30, 2001 were $14.6 million
and $24.9 million, respectively.

    The following  table  summarizes the  reclassifications  of the prior period
amounts as if the two  aforementioned  new EITF consensuses had been implemented
effective December 31, 2000:

<TABLE>
<CAPTION>

                                                Thirteen weeks ended      Twenty-six weeks ended
                                                   June 30, 2001               June 30, 2001
                                               As Filed  Reclassified     As Filed  Reclassified
                                               --------  ------------     --------  ------------
<S>                                            <C>        <C>            <C>         <C>

Sales                                           $88,090    $73,092        $160,046    $134,491
Gross profit                                     38,202     23,204          68,348      42,793
Sales, marketing and distribution expenses       23,415      8,417          41,836      16,281

</TABLE>

                                       4

<PAGE>

    In July 2001,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business  combinations  initiated after June 30, 2001
as well as all purchase  method business  combinations  completed after June 30,
2001.  Statement No. 141 also specifies the criteria  intangible assets acquired
in a  purchase  method  business  combination  must  meet to be  recognized  and
reported as separate from goodwill. Statement No. 142 requires that goodwill and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions of Statement No. 142. Statement No. 142 also requires that intangible
assets with definite useful lives be amortized over their  respective  estimated
useful lives to their estimated  residual values, and reviewed for impairment in
accordance  with FASB  Statement  No. 144,  "Accounting  for the  Impairment  of
Disposal of Long-Lived Assets."

    The Company  adopted the  provisions  of Statement No. 141 on June 30, 2001,
and adopted the  provisions  of Statement  No. 142  effective as of December 30,
2001. Goodwill and intangible assets acquired in business combinations completed
before July 1, 2001  continued to be amortized in fiscal 2001 in the same manner
permitted prior to the adoption of Statement No. 142.

    In  connection  with  the  transitional   goodwill  impairment   evaluation,
Statement  No. 142  requires  the  Company to  perform an  assessment,  for each
reporting  unit, as to whether there is an indication  that goodwill is impaired
as of the date of adoption by the Company of the  provisions  of  Statement  No.
142.  Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the  provisions  of Statement No. 142
to determine the fair value of its  reporting  unit and to compare such value to
the reporting unit's carrying amount. If, upon such determination, the reporting
unit's carrying  amount exceeds its fair value,  the Company will be required to
perform the second step of the transitional impairment test. In the second step,
the  Company  must  compare  the  implied  fair  value of the  reporting  unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets  (recognized and  unrecognized)  and liabilities in a manner similar to a
purchase price  allocation in accordance with Statement No. 141, to its carrying
amount,  both of which are required to be measured as of the date of adoption by
the Company of the provisions of Statement No. 142. This second step is required
to be completed  as soon as  possible,  but no later than the end of the year of
such adoption.  Any transitional  impairment loss, if any, will be recognized as
the  cumulative  effect of a change in  accounting  principle  in the  Company's
consolidated statement of income.

    As of December 30, 2001, the Company had unamortized  goodwill in the amount
of $112.3 million, and unamortized  identifiable  intangible assets (trademarks)
in the amount of $162.8 million,  all of which will be subject to the transition
provisions of Statement No.s 141 and 142. Effective as of December 30, 2001, the
Company  ceased the  amortization  of all goodwill and  identifiable  intangible
assets having indefinite useful lives.  Amortization expense related to goodwill
was $0.8 million and $1.6 million, respectively, for the thirteen and twenty-six
week periods ended June 30, 2001, respectively.  Amortization expense related to
trademarks  was $1.3 million and $2.7  million for the  thirteen and  twenty-six
week  periods  ended  June  30,  2001,  respectively.  Based  on  the  Company's
impairment  analysis,  the adoption of Statement No. 142 did not have a material
effect on the consolidated  financial  statements other than the nonamortization
of goodwill and other  identifiable  intangible assets deemed to have indefinite
useful lives effective as of December 30, 2001.

    The following table reconciles  previously reported net income to net income
adjusted  as if the  provisions  of  Statement  No. 142 were in effect in fiscal
2001:

                                   Thirteen weeks ended  Twenty-six weeks ended
                                      June 30, 2001           June 30, 2001
                                      -------------           -------------
Reported net income                 $1,694     $1,694      $2,302      $2,302
Add back:  Goodwill amortization         -        461           -         921
Add back:  Trademark amortization        -        820           -       1,640
                                    ------     ------      ------      ------
Adjusted net income                 $1,694     $2,975      $2,302      $4,863
                                    ======     ======      ======      ======

                                       5

<PAGE>

    The  Company  accounts  for  its  derivative  and  hedging  transactions  in
accordance with Statement No. 133,  "Accounting  for Derivative  Instruments and
Hedging  Activities," and Statement No. 138,  "Accounting for Certain Derivative
Instruments  and  Certain  Hedging  Activities,"  (collectively  referred  to as
"Statement  No. 133").  Statement No. 133  establishes  accounting and reporting
standards for derivative  instruments and for hedging activities and requires an
entity to recognize all derivative instruments either as an asset or a liability
in the balance sheet and to measure such  instruments at fair value.  These fair
value  adjustments are to be included either in the  determination of net income
or as a component of accumulated  other  comprehensive  income  depending on the
nature of the transaction.

    The  Company  has  only  limited   involvement  with  derivative   financial
instruments and does not use them for trading purposes. The Company only has one
interest rate swap agreement, which it entered into in March 2002, to manage its
exposure to interest rate fluctuations. The Company is exposed to credit risk in
the event of the inability of counter  parties to perform under its  outstanding
derivatives  contracts.  Management  believes  it has  minimized  such  risk  by
entering  into  transactions  with a  counter  party  that is a major  financial
institution with a high credit rating.


(2) Nature of Operations and Business Dispositions

    Nature of Operations

    The Company operates in one industry segment, the manufacturing, selling and
distribution  of branded,  shelf-stable  food products.  The Company's  products
include  pickles,  peppers,  jams and jellies,  canned meats and beans,  spices,
syrups,  hot sauces,  maple syrup,  salad  dressings  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-organization  sales and  distribution
system  and  elsewhere  in the United  States  through a  nationwide  network of
independent brokers and distributors.

    Sales of a number of the Company's products tend to be seasonal; however, in
the aggregate,  the Company's  sales are not heavily  weighted to any particular
quarter. The Company purchases most of the produce used to make its shelf-stable
pickles, relishes,  peppers, olives and other related specialty items during the
months  of  July  through  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.

    Business Disposition

    On January 17,  2001,  the Company  completed  the sale of its  wholly-owned
subsidiary,  Burns & Ricker,  Inc. ("Burns & Ricker"),  to Nonni's Food Company,
Inc. ("Nonni's") (the "B&R Disposition")  pursuant to a stock purchase agreement
of the same date under which the Company sold all of the issued and  outstanding
capital stock of Burns & Ricker to Nonni's for $26.0  million in cash.  The gain
on the sale, net of transaction  expenses,  was approximately $3.1 million.  The
Company  applied  the net cash  proceeds  from the B&R  Disposition  toward  the
partial prepayment of term loans, as required under the Company's Senior Secured
Credit Facility. See Note 4 below.


(3)  Inventories

    Inventories  consist of the  following:




                                       6
<PAGE>

                                               June 29, 2002   December 29, 2001
                                               -------------   -----------------
Raw materials  and  packaging................     $  23,565       $     15,035
Work  in   process...........................         1,234              2,041
Finished goods...............................        41,476             49,066
                                               -------------   -----------------
                                                  $  66,275        $    66,142
                                               =============   =================

(4) Debt

    The Company is a party to a $280,000  Senior  Secured  Credit  Facility (the
"Senior Secured Credit  Facility")  comprised of a $60,000  five-year  revolving
credit  facility  ("Revolving  Credit  Facility"),  a $70,000  (initial  amount)
five-year Term Loan A ("Term Loan A") and a $150,000 (initial amount) seven-year
Term Loan B ("Term  Loan B," and  together  with  Term  Loan A, the  "Term  Loan
Facilities").  Interest  is  determined  based on several  alternative  rates as
stipulated in the Senior  Secured  Credit  Facility,  including the base lending
rate per annum plus an applicable  margin,  or LIBOR plus an applicable  margin.
The Senior  Secured  Credit  Facility  is secured  by  substantially  all of the
Company's  assets.  The Senior  Secured Credit  Facility  provides for mandatory
prepayments  upon the  occurrence of certain  events,  including  material asset
dispositions  and issuances of securities.  The Senior  Secured Credit  Facility
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  and define  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest coverage ratio and a maximum indebtedness to EBITDA ratio.  Proceeds of
the Senior  Secured  Credit  Facility are  restricted  to funding the  Company's
working capital requirements, capital expenditures and acquisitions of companies
in the same line of  business  as the  Company,  subject to  certain  additional
criteria. The Senior Secured Credit Facility limits expenditures on acquisitions
to $40,000 per year.  There were no borrowings  outstanding  under the Revolving
Credit Facility at June 29, 2002 and at June 30, 2001. The outstanding  balances
for  Term  Loan A and  Term  Loan  B at  June  29,  2002  was  $0  and  $64,464,
respectively.

    The Company has  outstanding  $220,000 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, of which $120,000  principal  amount was originally
issued in August 1997 and $100,000 principal amount (the "New Notes") was issued
by the Company  through a private  offering of the notes  completed  on March 7,
2002. The Notes contain  certain  transfer  restrictions.  The proceeds from the
issuance  of the New  Notes  were  used to pay off,  in its  entirety,  the then
outstanding  balance  under Term Loan A, and to reduce  the  amount  outstanding
under the Term Loan B, and pay related deferred financing fees.

    As part of a registration  rights agreement dated March 7, 2002, the Company
agreed to offer to exchange an aggregate  principal  amount of up to $220,000 of
its 9.625% Senior  Subordinated Notes due 2007 (the "Exchange Notes") for a like
principal amount of its Notes outstanding (the "Exchange  Offer").  The terms of
the Exchange 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 New Notes.
The Exchange Offer was completed on June 27, 2002.

    The indentures for the Notes contain  certain  covenants  that,  among other
things,  limit the  ability  of the  Company  to incur  additional  debt,  issue
preferred stock, pay dividends or make certain other restricted payments,  enter
into transactions  with affiliates,  make certain asset  dispositions,  merge or
consolidate  with,  or  transfer  substantially  all of its assets  to,  another
person,  as defined,  encumber  assets  under  certain  circumstances,  restrict
dividends  and other  payments from  subsidiaries,  engage in sale and leaseback
transactions,  issue capital stock,  as defined,  or engage in certain  business
activities.

    The Notes are redeemable at the option of the Company,  in whole or in part,
at any time on or after  August 1, 2002 at  104.813% of their  principal  amount
plus accrued and unpaid  interest and Liquidated  Damages,  as defined,  if any,
beginning August 1, 2002, and thereafter at prices declining annually to 100% on

                                       7

<PAGE>

or after August 1, 2005. Upon the occurrence of a Change in Control, as defined,
the Company will have the option,  at any time on or prior to August 1, 2002, to
redeem the Notes, in whole but not in part, at a redemption  price equal to 100%
of the principal amount plus the Applicable  Premium,  as defined,  plus accrued
and unpaid interest and Liquidated  Damages,  as defined, if any, to the date of
redemption, and if the Company does not so redeem the Notes or if such Change in
Control,  as defined,  occurs after August 1, 2002, the Company will be required
to make an  offer  to  repurchase  the  Notes  at a price  equal  to 101% of the
principal  amount,  together  with accrued and unpaid  interest  and  Liquidated
Damages,  as  defined,  if any,  to the date of  repurchase.  The  Notes are not
subject to any sinking fund requirements.

    On March 21, 2002, the Company  entered into an interest rate swap agreement
with a major financial institution pursuant to which the Company pays a variable
rate of  three-month  LIBOR  plus 5.65%  (7.57% at June 29,  2002) on a notional
amount of $100,000 expiring in June 2004 in exchange for a fixed rate of 9.625%.
The fair value of this derivative  instrument at June 29, 2002 was $1,057, which
is included in other assets.  Because the interest rate swap does not qualify as
an effective  hedge,  changes in the fair value are recorded in the consolidated
statement of income.


(5) Environmental Matters

    On  January  17,  2001,  the  Company  became  aware  that fuel oil from its
underground storage tank at its Roseland,  New Jersey facility had been released
into the  ground  and into a brook  adjacent  to such  property.  The New Jersey
Department  of  Environmental   Protection   ("NJDEP")   initially   engaged  an
environmental  services  firm to address  the  clean-up of the oil in the brook;
and, with the approval of the NJDEP,  the Company  retained  such  environmental
services firm on January 18, 2001 for the same purpose. In addition, the Company
hired another  environmental  services firm to address the on-site oil impact to
subsurface  soils.  Since  January 17,  2001,  together  with its  environmental
services  firms,  the Company has worked to clean-up the oil and is  cooperating
with the NJDEP. Both  environmental  services firms have completed the site work
and  believe  they have  remediated  the site such that no further  clean-up  is
warranted.  Both firms have  submitted  their  findings  to the NJDEP along with
recommendations  for no further  action.  The  Company is  awaiting  the NJDEP's
response to such recommendations.  NJDEP could require additional  investigation
before acceding to the no further action  recommendations,  but the cost of such
additional  investigation  is not expected to have a material  adverse effect on
the  Company's  consolidated  financial  condition,  results  of  operations  or
liquidity.

    The Company recorded a charge of $1.1 million in the first quarter of fiscal
2001 to cover the expected cost of the clean-up,  which  approximates the actual
amount spent on such  clean-up  through June 29, 2002.  In the third  quarter of
fiscal 2001, the Company received an insurance reimbursement of $0.2 million and
accrued an additional $0.1 million for certain remaining miscellaneous expenses.
Management believes that substantially all expenses relating to this matter have
been  incurred and paid as of June 29, 2002,  although  future  information  and
developments may warrant or require the Company to incur additional expenses. At
June 29, 2002, the remaining  accrual  related to this matter was less than $0.1
million.

    In January  2002,  the Company was named as a  third-party  defendant  in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey  under  the  Comprehensive   Environmental  Response,   Compensation  and
Liability  Act,  or  Superfund,  for  alleged  disposal  of waste from White Cap
Preserves,  a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's  former parent  companies  and was  ultimately  acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability.  The Company has
submitted a demand for  indemnity,  but the  indemnitor's  initial  response was
limited to a request for additional  information.  The Company  believes that it
may also  have  substantive  defenses  to the  third-party  complaint,  and will
explore  such  defenses if the Company is not  indemnified  for this  liability.
Nevertheless,  based on the Company's understanding of the volume of waste White
Cap  Preserves  is  alleged  to have  sent to

                                       8

<PAGE>

the site,  the large number of potentially  responsible  parties and the size of
settlements by other parties with similar volumes,  the Company does not believe
this liability,  if any, will have a material adverse effect on its consolidated
financial condition, results of operations or liquidity.

    The Company is involved in various  claims and legal actions  arising in the
ordinary  course  of  business.  In the  opinion  of  management,  the  ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's consolidated financial position, results of operations or liquidity.

    The Company is subject to environmental  regulations in the normal course of
business.  Management believes that the cost of compliance with such regulations
will not have a material adverse effect on the Company's  consolidated financial
position, results of operations or liquidity.

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

Results of Operations

    13 week period ended June 29, 2002 compared to 13 week period ended June 30,
2001.

    Net Sales. Net sales increased $4.8 million or 6.5% to $77.9 million for the
thirteen  week period  ended June 29, 2002 (the "2002  Quarterly  Period")  from
$73.1  million  for the  thirteen  week  period  ended June 30,  2001 (the "2001
Quarterly  Period").  Sales of the Company's line of Emeril's branded  products,
B&M Baked Beans,  Maple Grove Farms of Vermont products,  Ac'cent branded flavor
enhancers, Las Palmas brands, Underwood brands and Polaner brands increased $2.6
million,  $0.6 million,  $0.5 million,  $0.5 million, $0.4 million, $0.4 million
and  $0.4  million  or  59.4%,   5.1%,  5.1%,  11.8%,   11.7%,  7.4%  and  4.2%,
respectively. These increases were offset by a reduction of sales in B&G pickles
and  peppers  and Joan of Arc  brands in the  amounts of $0.4  million  and $0.3
million or 3.1% and  15.0%,  respectively.  All other  brands  accounted  for an
additional increase of $0.1 million or 1.5%. Trade promotion spending,  which is
included  in net  sales,  expressed  as a  percentage  of gross  sales  remained
constant  at 17.9% for both the 2002  Quarterly  Period  and the 2001  Quarterly
Period.

    Gross Profit.  Gross profit  increased $1.1 million or 4.6% to $24.3 million
for the 2002 Quarterly Period from $23.2 million for the 2001 Quarterly  Period.
Gross profit  expressed as a percentage of net sales  decreased to 31.2% for the
2002 Quarterly Period from 31.7% for the 2001 Quarterly Period, primarily due to
an  increase  in the  cost of maple  syrup  and  certain  co-pack  items  offset
partially by a reduction of delivery  expenses in an amount equal to 1.0% of net
sales.

    Sales,   Marketing  and   Distribution   Expenses.   Sales,   marketing  and
distribution  expenses  increased  $1.0 million or 12.1% to $9.4 million for the
2002  Quarterly  Period from $8.4 million for the 2001  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  increased to 12.1% in the 2002
Quarterly  Period  from 11.5% in the 2001  Quarterly  Period.  Selling  expenses
increased  $0.3 million or 8.1% and marketing  costs  increased  $0.9 million or
29.1%.  These  increases were offset by a decrease in warehousing  costs of $0.2
million or 14.4%.

    General and Administrative  Expenses.  General and  administrative  expenses
(including  amortization  of  intangibles  in  the  2001  Quarterly  Period  and
management  fees)  decreased  $2.3 million or 61.5% to $1.4 million for the 2002
Quarterly Period from $3.7 million in the 2001 Quarterly Period. Amortization of
goodwill and other  intangibles with indefinite useful lives decreased from $2.1
million in the 2001  Quarterly  Period to $0 in the 2002  Quarterly  Period as a
result of the  implementation  of the  provisions of FASB Statement No. 142. All
other general and administrative expenses collectively decreased $0.2 million in
the 2002 Quarterly Period.

    Operating Income.  As a result of the foregoing,  operating income increased
$2.3 million or 21.2% to $13.4 million for the 2002 Quarterly  Period from $11.1
million  for  the  2001  Quarterly  Period.  Operating

                                       9

<PAGE>

income  expressed  as a percentage  of net sales  increased to 17.2% in the 2002
Quarterly Period from 15.1% in the 2001 Quarterly Period.

    Derivative  Gain.  Income of $1.1 million was recorded in the 2002 Quarterly
Period  reflecting  the change in the fair value of the Company's  interest rate
swap agreement. See "Debt" below.

    Interest  Expense.  Interest expense  decreased $1.0 million to $6.6 million
for the 2002 Quarterly  Period from $7.5 million in the 2001 Quarterly Period as
a result of lower outstanding loan balances and lower interest rates in the 2002
Quarterly Period.

    Income Tax Expense.  Income tax expense  increased  $1.3 million or 72.7% to
$3.2  million  for the 2002  Quarterly  Period  from  $1.9  million  in the 2001
Quarterly Period. The Company's effective tax rate for the 2002 Quarterly Period
was 40.4% as compared to 52.0% in the 2001 Quarterly Period. The decrease in the
effective rate is due to the  non-amortization of goodwill and trademarks in the
2002 Quarterly Period as a result of the adoption of FASB Statement No. 142.

    Because of the  highly  leveraged  status of the  Company,  earnings  before
derivative gain,  interest,  taxes,  depreciation  and  amortization  ("Adjusted
EBITDA")  is an  important  performance  measure  used  by the  Company  and its
stockholders.  The Company  believes that Adjusted  EBITDA  provides  additional
information   for   determining   its  ability  to  meet  future  debt   service
requirements.  However, Adjusted EBITDA is not indicative of operating income or
cash flow from  operations as determined  under  generally  accepted  accounting
principles.  The Company's Adjusted EBITDA for the thirteen weeks ended June 29,
2002 and June 30, 2001 is calculated as follows (dollars in millions):

                                                    Thirteen weeks ended
                                                    --------------------
                                             June 29, 2002       June 30, 2001
                                             -------------       -------------

Net income                                      $   4.7             $    1.7
Depreciation and amortization                       1.3                  3.6
Income tax expense                                  3.2                  1.8
Interest expense                                    6.6                  7.5
EBITDA                                             15.8                 14.6
Derivative gain                                    (1.1)                 0.0
Adjusted EBITDA                                 $  14.7             $   14.6


26 week  period  ended June 29, 2002  compared to 26 week period  ended June 30,
2001.

    Net Sales.  Net sales  increased  $9.6 million or 7.1% to $144.1 million for
the twenty-six week period ended June 29, 2002 (the "2002 Year-to-Date  Period")
from $134.5  million  for the  twenty-six  week period  ended June 30, 2001 (the
"2001  Year-to-Date  Period").  Sales of the Company's line of Emeril's  branded
products,  Ac'cent branded flavor enhancers, Las Palmas brands, B&M Baked Beans,
Maple  Grove Farms of Vermont  products,  Underwood  brands and  Trappey  brands
increased $5.1 million,  $1.3 million, $1.1 million, $0.7 million, $0.6 million,
$0.4 million and $0.3 million or 68.5%, 17.6%, 15.3%, 4.6%, 3.1%, 4.7% and 4.5%,
respectively.  These increases were partially offset by a reduction of sales, in
the amount of $0.4 million,  relating to the brands sold in connection  with the
B&R  Disposition  and a  reduction  of sales for B&G  pickles and peppers in the
amount of $0.5 million or 2.2%.  All other brands  accounted  for an  additional
increase of $1.0 million or 3.0%. Trade promotion spending, which is included in
net sales,  expressed as a percentage of gross sales remained  constant at 17.3%
for both the 2002 Year-to-Date Period and the 2001 Year-to-Date Period.

                                       10

<PAGE>

    Gross Profit.  Gross profit  increased $2.2 million or 5.1% to $45.0 million
for the 2002  Year-to-Date  Period from $42.8  million in the 2001  Year-to-Date
Period.  Gross profit  expressed as a percentage of net sales decreased to 31.2%
for the 2002  Year-to-Date  Period from 31.8% in the 2001  Year-to-Date  Period,
primarily  due to an increase  in the cost of maple  syrup and  certain  co-pack
items offset partially by a reduction of delivery expenses in an amount equal to
0.6% of net sales.

    Sales,   Marketing  and   Distribution   Expenses.   Sales,   marketing  and
distribution  expenses  increased  $1.1 million or 6.5% to $17.3 million for the
2002 Year-to-Date  Period from $16.3 million for the 2001  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  decreased to 12.0% in the
2002  Year-to-Date  Period from 12.1% in the 2001 Year-to-Date  Period.  Selling
expenses  increased  $0.7 million or 8.8% and  marketing  costs  increased  $0.7
million or 11.7%. These increases were offset by a decrease in warehousing costs
of $0.3 million or 13.0%.

    General and Administrative  Expenses.  General and  administrative  expenses
(including  amortization  of  intangibles  in the 2001  Year-to-Date  Period and
management  fees)  decreased  $4.5 million or 61.4% to $2.8 million for the 2002
Year-to-Date  Period  from  $7.4  million  in  the  2001  Year-to-Date   Period.
Amortization  of goodwill and other  intangibles  with  indefinite  useful lives
decreased  from $4.3 million in the 2001  Year-to-Date  Period to $0 in the 2002
Year-to-Date  Period as a result of the implementation of the provisions of FASB
Statement No. 142. All other general and  administrative  expenses  collectively
decreased $0.2 million in the 2002 Year-to-Date Period.

    Environmental  Clean-Up.  As further described below, the Company recorded a
charge of $1.1 million in the 2001 Year-to-Date Period.

    Operating Income.  As a result of the foregoing,  operating income increased
$6.7  million or 37.3% to $24.8  million for the 2002  Year-to-Date  Period from
$18.1 million for the 2001 Year-to-Date Period.  Operating income expressed as a
percentage of net sales increased to 17.2% in the 2002 Year-to-Date  Period from
13.4% in the 2001 Year-to-Date Period.

    Gain of Sale of Assets.  As further  described in Note 2 of the consolidated
financial  statements,  the  Company  recorded  a $3.1  million  gain on the B&R
Disposition in the 2001 Year-to-Date Period.

    Derivative  Gain.   Income  of  $1.1  million  was  recorded  for  the  2002
Year-to-Date  Period to reflect  the  change in the fair value of the  Company's
interest rate swap agreement. See "Debt" below.

    Interest  Expense.  Interest expense decreased $3.1 million to $12.9 million
for the 2002  Year-to-Date  Period from $16.0  million in the 2001  Year-to-Date
Period as a result of lower  outstanding  loan balances and lower interest rates
in the 2002 Year-to-Date Period.

    Income Tax Expense.  Income tax expense  increased  $2.4 million or 83.3% to
$5.2  million for the 2002  Year-to-Date  Period  from $2.8  million in the 2001
Year-to-Date  Period. The Company's effective tax rate for the 2002 Year-to-Date
Period  was 40.2% as  compared  to 55.2% in the 2001  Year-to-Date  Period.  The
decrease in the effective  rate is due to the  non-amortization  of goodwill and
trademarks in the 2002  Year-to-Date  Period as a result of the adoption of FASB
Statement No. 142.

    Because of the  highly  leveraged  status of the  Company,  earnings  before
derivative gain, severance charges, interest, taxes, depreciation, amortization,
special charges and gain on sale of assets  ("Adjusted  EBITDA") is an important
performance  measure  used by the  Company  and its  stockholders.  The  Company
believes that Adjusted  EBITDA provides  additional  information for determining
its ability to meet future debt service requirements.  However,  Adjusted EBITDA
is not indicative of operating income or cash flow from operations as determined
under generally accepted  accounting  principles.  The Company's Adjusted EBITDA
for the twenty-six  weeks ended June 29, 2002 and June 30, 2001 is calculated as
follows (dollars in millions):

                                       11

<PAGE>

                                              Twenty-six weeks ended
                                              ----------------------
                                        June 29, 2002       June 30, 2001
                                        -------------       -------------

Net income                                 $   7.7              $   2.3
Depreciation and amortization                  2.5                  7.1
Income tax expense                             5.2                  2.8
Interest expense                              13.0                 16.0
                                           -------              -------
EBITDA                                        28.4                 28.2
Special charge-environmental clean-up          0.0                  1.1
Derivative gain                               (1.1)                 0.0
Gain on sale of assets                         0.0                 (3.1)
                                           -------              -------
Adjusted EBITDA                             $ 27.3              $  26.2
                                           =======              =======


Liquidity and Capital Resources

Cash Flows

    Cash provided by operating activities increased $3.0 million to $9.2 million
for the 2002 Year-to-Date  Period from cash provided by operating  activities of
$6.2 million in the 2001 Year-to-Date  Period. The increase was due primarily to
an increase in net income.  Working  capital at June 29, 2002 was $65.7 million,
an increase of $15.8 million over working  capital at December 29, 2001 of $49.9
million. The increase in working capital was primarily due to the refinancing of
long term debt.

    Net cash used in investing  activities for the 2002 Year-to-Date  Period was
$4.0 million as compared to net cash  provided by investing  activities of $22.9
million for the 2001  Year-to-Date  Period.  The net cash  provided by investing
activities in the 2001  Year-to-Date  Period reflects the proceeds received from
the B&R Disposition in the amount of $24.1 million.  Capital expenditures during
the 2002 Year-to-Date Period of $4.0 million included purchases of manufacturing
and computer  equipment  and were $2.8 million above the $1.2 million in similar
capital expenditures for the 2001 Year-to-Date Period.

    Net cash used in financing  activities for the 2002 Year-to-Date  Period was
$9.7 million as compared to $32.9 million for the 2001 Year-to-Date  Period. The
net cash used by financing  activities for the 2002 Year-to-Date Period included
a payment of $38.3 million toward the remaining balance of the Term Loan A and a
partial  prepayment  of $66.2  million  toward the Term Loan B.  These  payments
totaled $104.5 million, and included $95.8 million in prepayments of Term Loan A
and Term Loan B, the Company's  required $0.2 million  quarterly  payments under
Term Loan B and an additional  prepayment of $8.5 million under Term Loan B. The
net cash used by financing  activities for the 2001 Year-to-Date Period included
payments of $13.9  million  due on the Term Loan A and $18.9  million due on the
Term Loan B. These payments included a mandatory prepayment made in January 2001
of an  aggregate  of $26.0  million  required  under the Senior  Secured  Credit
Facility in connection with the B&R Disposition.  In addition, a payment of $0.3
million was made toward capital leases in the 2002 Year-to-Date Period.

                                       12

<PAGE>

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 flow from operations.  The Company's future interest expense
will increase with any additional  indebtedness the Company may incur to finance
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.

Environmental Clean-Up

    On  January  17,  2001,  the  Company  became  aware  that fuel oil from its
underground storage tank at its Roseland,  New Jersey facility had been released
into the  ground  and into a brook  adjacent  to such  property.  The New Jersey
Department  of  Environmental   Protection   ("NJDEP")   initially   engaged  an
environmental  services  firm to address  the  clean-up of the oil in the brook;
and, with the approval of the NJDEP,  the Company  retained  such  environmental
services firm on January 18, 2001 for the same purpose. In addition, the Company
hired another  environmental  services firm to address the on-site oil impact to
subsurface  soils.  Since  January 17,  2001,  together  with its  environmental
services  firms,  the Company has worked to clean-up the oil and is  cooperating
with the NJDEP. Both  environmental  services firms have completed the site work
and  believe  they have  remediated  the site such that no further  clean-up  is
warranted.  Both firms have  submitted  their  findings  to the NJDEP along with
recommendations  for no further  action.  The  Company is  awaiting  the NJDEP's
response to such recommendations.  NJDEP could require additional  investigation
before acceding to the no further action  recommendations,  but the cost of such
additional  investigation  is not expected to have a material  adverse effect on
the  Company's  consolidated  financial  condition,  results  of  operations  or
liquidity.

    The Company recorded a charge of $1.1 million in the first quarter of fiscal
2001 to cover the expected cost of the clean-up,  which  approximates the actual
amount spent on such  clean-up  through June 29, 2002.  In the third  quarter of
fiscal 2001, the Company received an insurance reimbursement of $0.2 million and
accrued an additional $0.1 million for certain remaining miscellaneous expenses.
Management believes that substantially all expenses relating to this matter have
been  incurred and paid as of June 29, 2002,  although  future  information  and
developments may warrant or require the Company to incur additional expenses. At
June 29, 2002, the remaining  accrual  related to this matter was less than $0.1
million.

    In January  2002,  the Company was named as a  third-party  defendant  in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey  under  the  Comprehensive   Environmental  Response,   Compensation  and
Liability  Act,  or  Superfund,  for  alleged  disposal  of waste from White Cap
Preserves,  a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's  former parent  companies  and was  ultimately  acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability.  The Company has
submitted a demand for  indemnity,  but the  indemnitor's  initial  response was
limited to a request for additional  information.  The Company  believes that it
may also  have  substantive  defenses  to the  third-party  complaint,  and will
explore those  defenses if the Company is not  indemnified  for this  liability.
Nevertheless,  based on the Company's understanding of the volume of waste White
Cap  Preserves  is  alleged  to have  sent to the  site,  the  large  number  of
potentially  responsible  parties and the size of  settlements  by other parties
with similar volumes, the Company does not believe this liability,  if any, will
have a material adverse effect on its consolidated financial condition,  results
of operations or liquidity.

Debt

    The Company is a party to a $280,000  Senior  Secured  Credit  Facility (the
"Senior Secured Credit  Facility")  comprised of a $60,000  five-year  revolving
credit  facility  ("Revolving  Credit  Facility"),  a $70,000  (initial  amount)
five-year Term Loan A ("Term Loan A") and a $150,000 (initial amount) seven-year
Term

                                       13

<PAGE>

Loan B  ("Term  Loan  B,"  and  together  with  Term  Loan  A,  the  "Term  Loan
Facilities").  Interest  is  determined  based on several  alternative  rates as
stipulated in the Senior  Secured  Credit  Facility,  including the base lending
rate per annum plus an applicable  margin,  or LIBOR plus an applicable  margin.
The Senior  Secured  Credit  Facility  is secured  by  substantially  all of the
Company's  assets.  The Senior  Secured Credit  Facility  provides for mandatory
prepayments  upon the  occurrence of certain  events,  including  material asset
dispositions  and issuances of securities.  The Senior  Secured Credit  Facility
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  and define  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest coverage ratio and a maximum indebtedness to EBITDA ratio.  Proceeds of
the Senior  Secured  Credit  Facility are  restricted  to funding the  Company's
working capital requirements, capital expenditures and acquisitions of companies
in the same line of  business  as the  Company,  subject to  certain  additional
criteria. The Senior Secured Credit Facility limits expenditures on acquisitions
to $40,000 per year.  There were no borrowings  outstanding  under the Revolving
Credit Facility at June 29, 2002 and at June 30, 2001. The outstanding  balances
for  Term  Loan A and  Term  Loan  B at  June  29,  2002  was  $0  and  $64,464,
respectively.

    The Company has  outstanding  $220,000 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, of which $120,000  principal  amount was originally
issued in August 1997 and $100,000 principal amount (the "New Notes") was issued
by the Company  through a private  offering of the notes  completed  on March 7,
2002. The Notes contain  certain  transfer  restrictions.  The proceeds from the
issuance  of the New  Notes  were  used to pay off,  in its  entirety,  the then
outstanding  balance  under Term Loan A, and to reduce  the  amount  outstanding
under the Term Loan B, and pay related deferred financing fees.

    As part of a registration  rights agreement dated March 7, 2002, the Company
agreed to offer to exchange an aggregate  principal  amount of up to $220,000 of
its 9.625% Senior  Subordinated Notes due 2007 (the "Exchange Notes") for a like
principal amount of its Notes outstanding (the "Exchange  Offer").  The terms of
the Exchange 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 New Notes.
The Exchange Offer was completed on June 27, 2002.

    The indentures for the Notes contain  certain  covenants  that,  among other
things,  limit the  ability  of the  Company  to incur  additional  debt,  issue
preferred stock, pay dividends or make certain other restricted payments,  enter
into transactions  with affiliates,  make certain asset  dispositions,  merge or
consolidate  with,  or  transfer  substantially  all of its assets  to,  another
person,  as defined,  encumber  assets  under  certain  circumstances,  restrict
dividends  and other  payments from  subsidiaries,  engage in sale and leaseback
transactions,  issue capital stock,  as defined,  or engage in certain  business
activities.

    The Notes are redeemable at the option of the Company,  in whole or in part,
at any time on or after  August 1, 2002 at  104.813% of their  principal  amount
plus accrued and unpaid  interest and Liquidated  Damages,  as defined,  if any,
beginning August 1, 2002, and thereafter at prices declining annually to 100% on
or after August 1, 2005. Upon the occurrence of a Change in Control, as defined,
the Company will have the option,  at any time on or prior to August 1, 2002, to
redeem the Notes, in whole but not in part, at a redemption  price equal to 100%
of the principal amount plus the Applicable  Premium,  as defined,  plus accrued
and unpaid interest and Liquidated  Damages,  as defined, if any, to the date of
redemption, and if the Company does not so redeem the Notes or if such Change in
Control,  as defined,  occurs after August 1, 2002, the Company will be required
to make an  offer  to  repurchase  the  Notes  at a price  equal  to 101% of the
principal  amount,  together  with accrued and unpaid  interest  and  Liquidated
Damages,  as  defined,  if any,  to the date of  repurchase.  The  Notes are not
subject to any sinking fund requirements.

    On March 21, 2002, the Company  entered into an interest rate swap agreement
with a major financial institution pursuant to which the Company pays a variable
rate of  three-month  LIBOR  plus 5.65%  (7.57% at June 29,  2002) on a notional
amount of $100,000 expiring in June 2004 in exchange for a fixed rate of

                                       14

<PAGE>

9.625%.  The  fair  value of this  derivative  instrument  at June 29,  2002 was
$1,057,  which is included in other assets.  Because the interest rate swap does
not qualify as an effective hedge, changes in the fair value are recorded in the
consolidated statement of income.

Future Capital Needs

    The Company is highly  leveraged.  On June 29,  2002,  the  Company's  total
long-term debt (including  current  installments) and  stockholder's  equity was
$283.3 million and $70.6 million, respectively.

    The Company's  primary sources of capital are cash flows from operations and
borrowings under the Revolving Credit  Facility.  The Company's  primary capital
requirements include debt service,  capital expenditures,  working capital needs
and financing for  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,   net  of  outstanding   letters  of  credit,   of
approximately $59.0 million at June 29, 2002, 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.  In the
aggregate,  however,  the  Company's  sales  are  not  heavily  weighted  to any
particular  quarter.  The Company purchases most of the produce used to make its
shelf-stable  pickles,  relishes,  peppers,  olives and other related  specialty
items during the months of July  through  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

    The Emerging Issues Task Force ("EITF") has reached a consensus with respect
to the issue of "Accounting  for Certain Sales  Incentives,"  including point of
sale coupons, rebates and free merchandise.  The consensus includes a conclusion
that the value of such sales incentives that results in a reduction of the price
paid by the customer  should be netted  against  sales and not  classified  as a
sales or marketing  expense.  During 2001,  the Company  recorded  reductions in
price  pursuant to coupons as sales,  marketing and  distribution  expenses.  As
required,  the Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  reclassified prior period coupon
expense as a reduction of net sales.  Coupon expense  reclassified in accordance
with the EITF consensus for the thirteen and twenty-six  week periods ended June
30, 2001 was $0.4 million and $0.7 million,  respectively. The implementation of
the provisions of such EITF consensus alters the classification of certain sales
incentives in the consolidated  statements of income resulting in a reduction of
sales and gross margin, but does not have any effect on the Company's  operating
income or net income.  The Company  historically has included,  and continues to
include,  free  merchandise  in cost of goods sold,  as required by the new EITF
consensus.

    In April 2001,  the EITF reached a consensus  with respect to EITF Issue No.
00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser
of the Vendor's Products or Services." The consensus  includes a conclusion that
consideration  from a vendor to a retailer is presumed to be a reduction  to the
selling prices of the vendor's products and, therefore,  should be characterized
as a reduction of sales when  recognized in the vendor's  income  statement.  As
required,  the Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  has  reclassified  certain prior
period expenses as a reduction of net sales. Such reclassification reduces sales
and gross margin, but does not have an impact on the Company's  operating income
or net income. Such expenses  reclassified in accordance with the EITF

                                       15

<PAGE>


consensus  as a reduction  of net sales and sales,  marketing  and  distribution
expenses for the thirteen and  twenty-six  week periods ended June 30, 2001 were
$14.6 million and $24.9 million, respectively.

    The following  table  summarizes  the  reclassification  of the prior period
amounts as if the two  aforementioned  new EITF consensuses had been implemented
effective December 31, 2000:

<TABLE>
<CAPTION>

                                               Thirteen weeks ended      Twenty-six weeks ended
                                                  June 30, 2001               June 30, 2001
                                              As Filed  Reclassified     As Filed  Reclassified
                                              --------  ------------     --------  ------------
<S>                                           <C>        <C>            <C>         <C>

Sales                                          $88,090    $73,092        $160,046    $134,491
Gross profit                                    38,202     23,204          68,348      42,793
Sales, marketing and distribution expenses      23,415      8,417          41,836      16,281

</TABLE>

    In July 2001,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business  combinations  initiated after June 30, 2001
as well as all purchase  method business  combinations  completed after June 30,
2001.  Statement No. 141 also specifies the criteria  intangible assets acquired
in a  purchase  method  business  combination  must  meet to be  recognized  and
reported as separate from goodwill. Statement No. 142 requires that goodwill and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions of Statement No. 142. Statement No. 142 also requires that intangible
assets with definite useful lives be amortized over their  respective  estimated
useful lives to their estimated  residual values, and reviewed for impairment in
accordance  with FASB  Statement  No. 144,  "Accounting  for the  Impairment  of
Disposal of Long-Lived Assets."

    The Company  adopted the  provisions  of Statement No. 141 on June 30, 2001,
and adopted the  provisions  of Statement  No. 142  effective as of December 30,
2001. Goodwill and intangible assets acquired in business combinations completed
before July 1, 2001  continued to be amortized in fiscal 2001 in the same manner
permitted prior to the adoption of Statement No. 142.

    In  connection  with  the  transitional   goodwill  impairment   evaluation,
Statement  No. 142  requires  the  Company to  perform an  assessment,  for each
reporting  unit, as to whether there is an indication  that goodwill is impaired
as of the date of adoption by the Company of the  provisions  of  Statement  No.
142.  Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the  provisions  of Statement No. 142
to determine the fair value of its  reporting  unit and to compare such value to
the reporting unit's carrying amount. If, upon such determination, the reporting
unit's carrying  amount exceeds its fair value,  the Company will be required to
perform the second step of the transitional impairment test. In the second step,
the  Company  must  compare  the  implied  fair  value of the  reporting  unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets  (recognized and  unrecognized)  and liabilities in a manner similar to a
purchase price  allocation in accordance with Statement No. 141, to its carrying
amount,  both of which are required to be measured as of the date of adoption by
the Company of the provisions of Statement No. 142. This second step is required
to be completed  as soon as  possible,  but no later than the end of the year of
such adoption.  Any transitional  impairment loss, if any, will be recognized as
the  cumulative  effect of a change in  accounting  principle  in the  Company's
consolidated statement of income.

    As of December 30, 2001, the Company had unamortized  goodwill in the amount
of $112.3 million, and unamortized  identifiable  intangible assets (trademarks)
in the amount of $162.8 million,  all of which will be subject to the transition
provisions of Statement No.s 141 and 142. Effective as of December 30, 2001, the
Company  ceased the  amortization  of all goodwill and  identifiable  intangible
assets having indefinite useful lives.  Amortization expense related to goodwill
was $0.8 million and $1.6 million, respectively, for the thirteen and twenty-six
week periods ended June 30, 2001. Amortization expense related to trademarks was
$1.3 million and $2.7 million for the thirteen and twenty-six week periods ended
June 30,  2001.  Based on the  Company's  impairment  analysis,  the adoption of
Statement No. 142 did not have a material effect on the

                                       16

<PAGE>

consolidated financial statements other than the nonamortization of goodwill and
other  identifiable  intangible  assets deemed to have  indefinite  useful lives
effective as of December 30, 2001.

    The following table reconciles  previously reported net income to net income
adjusted  as if the  provisions  of  Statement  No. 142 were in effect in fiscal
2001:

                                    Thirteen weeks ended  Twenty-six weeks ended
                                       June 30, 2001          June 30, 2001
                                       -------------          -------------

Reported net income                  $1,694     $1,694      $2,302      $2,302
Add back:  Goodwill amortization          0        461           0         921
Add back:  Trademark amortization         0        820           0       1,640
                                     ------     ------      ------      ------

Adjusted net income                  $1,694     $2,975      $2,302      $4,863
                                     ======     ======      ======      ======

    In August,  2001,  the FASB issued  Statement No. 144,  "Accounting  for the
Impairment  of Disposal  of  Long-Lived  Assets."  Statement  No. 144  addresses
financial  accounting and reporting for the impairment of disposal of long-lived
assets.   This  Statement  requires  that  long-lived  assets  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be  recoverable.  Statement No. 144 requires
companies  to  separately  report  discontinued   operations  and  extends  that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value less costs to sell. The Company adopted Statement No. 144 on December
30, 2001 and such adoption had no effect on the Company's consolidated financial
statements for the thirteen and twenty-six week periods ended June 29, 2002.


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.


Item 3.  Quantitative and Qualitative Disclosures 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 June 29, 2002,  the Company's  only variable
rate borrowings were under Term Loan B and the Revolving Credit Facility,  which
bear interest at several

                                       17

<PAGE>

alternative  variable rates as stipulated in the Senior Secured Credit Facility,
and the  $100,000  New  Notes,  which  bear  interest  at the  variable  rate of
three-month LIBOR plus 5.65% at June 29, 2002 pursuant to the interest rate swap
agreement.  A 100  basis  point  increase  in  interest  rates,  applied  to the
Company's  borrowings  at June 29, 2002,  would result in an annual  increase in
interest  expense and a  corresponding  reduction in cash flow of  approximately
$1.7 million.

                                       18

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

    The  Company,  in the ordinary  course of  business,  is involved in various
legal proceedings. The Company does not believe the outcome of these proceedings
will have a material  adverse  effect on the  Company's  consolidated  financial
condition, results of operations or liquidity.

    In January  2002,  the Company was named as a  third-party  defendant  in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey  under  the  Comprehensive   Environmental  Response,   Compensation  and
Liability  Act,  or  Superfund,  for  alleged  disposal  of waste from White Cap
Preserves,  a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's  former parent  companies  and was  ultimately  acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability.  The Company has
submitted a demand for  indemnity,  but the  indemnitor's  initial  response was
limited to a request for additional  information.  The Company  believes that it
may also  have  substantive  defenses  to the  third-party  complaint,  and will
explore  such  defenses if the Company is not  indemnified  for this  liability.
Nevertheless,  based on the Company's understanding of the volume of waste White
Cap  Preserves  is  alleged  to have  sent to the  site,  the  large  number  of
potentially  responsible  parties and the size of  settlements  by other parties
with similar volumes, the Company does not believe this liability,  if any, will
have a material adverse effect on its consolidated financial condition,  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.

                                       19

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

   EXHIBIT NO.                             DESCRIPTION
---------------  ---------------------------------------------------------------

2.1              Stock Purchase Agreement,  dated July 2, 1998, by and among BGH
                 Holdings,  Inc., Maple Grove Farms of Vermont, Inc., Up Country
                 Naturals of Vermont, Inc., Les Produits Alimentaires Jacques et
                 Fils Inc.,  William F.  Callahan and Ruth M.  Callahan.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 2.1 to
                 Commission   Filing  No.   333-39813  on  August  3,  1998  and
                 incorporated herein by reference)

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  with the  Securities  and
                 Exchange  Commission  as Exhibit 1 to the  Company's  Report on
                 Form 8-K filed  February  19, 1999 and  incorporated  herein by
                 reference)

2.3              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 herein by reference).

3.1              Certificate of Incorporation of B&G Foods, Inc. (Filed with the
                 Securities and Exchange  Commission as Exhibit 3.1 to Amendment
                 No. 1 to  Registration  Statement No.  333-39813 on January 14,
                 1998 and  incorporated  herein by reference)  3.2 Bylaws of B&G
                 Foods, Inc. (Filed with the Securities and Exchange  Commission
                 as Exhibit 3.2 to Amendment No. 1 to Registration Statement No.
                 333-39813  on  January  14,  1998 and  incorporated  herein  by
                 reference)

3.3              Certificate of Incorporation of BGH Holdings,  Inc. (Filed with
                 the  Securities  and  Exchange  Commission  as  Exhibit  3.3 to
                 Amendment  No. 1 to  Registration  Statement  No.  333-39813 on
                 January 14, 1998 and incorporated herein by reference)

3.4              Bylaws of BGH Holdings,  Inc.  (Filed with the  Securities  and
                 Exchange  Commission  as  Exhibit  3.4 to  Amendment  No.  1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.5              Certificate of  Incorporation of Maple Groves Farms of Vermont,
                 Inc.  (Filed with the  Securities  and Exchange  Commission  as
                 Exhibit 3.5 to Amendment  No. 1 to  Registration  Statement No.
                 333-86062 on May 9, 2002 and incorporated  herein by reference)
                 3.6 Bylaws of Maple Groves Farms of Vermont,  Inc.  (Filed with
                 the  Securities  and  Exchange  Commission  as  Exhibit  3.6 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

3.7              Certificate  of  Incorporation  of Trappey's  Fine Foods,  Inc.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.7 to Amendment No. 1 to Registration  Statement No. 333-39813
                 on January 14, 1998 and incorporated herein by reference)

3.8              Bylaws of Trappey's Fine Foods, Inc. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.8 to Amendment  No. 1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.9              Certificate of  Incorporation  for Bloch &  Guggenheimer,  Inc.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.9 to Amendment No. 1 to Registration  Statement No. 333-39813
                 on January 14, 1998 and incorporated herein by reference)

3.10             Bylaws of Bloch & Guggenheimer, Inc. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.10 to Amendment No. 1 to
                 Registration Statement No. 333-

                                       20

<PAGE>

                 39813 on January 14, 1998 and incorporated herein by reference)

3.11             Certificate of Incorporation of RWBW Acquisition  Corp.  (Filed
                 with the Securities and Exchange  Commission as Exhibit 3.11 to
                 Amendment  No. 1 to  Registration  Statement  No.  333-39813 on
                 January 14, 1998 and incorporated herein by reference)

3.12             Bylaws of RWBW Acquisition Corp. (Filed with the Securities and
                 Exchange  Commission  as  Exhibit  3.12 to  Amendment  No. 1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.13             Certificate  of  Incorporation  of  Les  Produits  Alimentaires
                 Jacques Et Fils,  Inc.  (Filed with the Securities and Exchange
                 Commission as Exhibit 3.13 to Amendment  No. 1 to  Registration
                 Statement No. 333-86062 on May 9, 2002 and incorporated  herein
                 by reference)

3.14             Bylaws  of Les  Produits  Alimentaires  Jacques  Et Fils,  Inc.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.14 to Amendment No. 1 to Registration Statement No. 333-86062
                 on May 9, 2002 and incorporated herein by reference)

3.15             Certificate of Incorporation  of Polaner,  Inc. (f/k/a Roseland
                 Distribution Company).  (Filed with the Securities and Exchange
                 Commission as Exhibit 3.15 to Amendment  No. 1 to  Registration
                 Statement  No.  333-39813 on January 14, 1998 and  incorporated
                 herein by reference)

3.16             Bylaws of Polaner, Inc. (f/k/a Roseland Distribution  Company).
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.16 to Amendment No. 1 to Registration Statement No. 333-39813
                 on January 14, 1998 and incorporated herein by reference)

3.17             Certificate  of  Incorporation  of Heritage  Acquisition  Corp.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.17 to Amendment No. 1 to Registration Statement No. 333-86062
                 on May 9, 2002 and incorporated herein by reference)

3.18             Bylaws of Heritage Acquisition Corp. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.18 to Amendment No. 1 to
                 Registration  Statement  No.  333-86062  on  May  9,  2002  and
                 incorporated herein by reference)

3.19             Declaration of Trust of William Underwood Company.  (Filed with
                 the  Securities  and  Exchange  Commission  as Exhibit  3.19 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

3.20             Bylaws of William Underwood Company. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.20 to Amendment No. 1 to
                 Registration  Statement  No.  333-86062  on  May  9,  2002  and
                 incorporated herein by reference)

4.1              Indenture dated as of August 11, 1997 between B&G Foods,  Inc.,
                 BGH Holdings, Inc., RWBW Acquisition Corp., BRH Holdings, Inc.,
                 Bloch &  Guggenheimer,  Inc.,  Roseland  Distribution  Company,
                 Burns & Ricker,  Inc., Roseland  Manufacturing,  Inc., and RWBW
                 Brands  Company,  and The Bank of New York, as trustee.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.1 to
                 Registration  Statement  No.  333-39813 on November 7, 1997 and
                 incorporated herein by reference)

4.2              First  Supplemental  Indenture dated as of May 31, 2000 (to the
                 Indenture dated as of August 11, 1997) between B&G Foods, Inc.,
                 BGH  Holdings,   Inc.,   RWBV   Acquisition   Corp.,   Bloch  &
                 Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution
                 Company),  Burns & Ricker,  Inc.,  Trappey's Fine Foods,  Inc.,
                 Maple Groves Farms of Vermont, Inc., William Underwood Company,
                 Heritage  Acquisition  Corp.  and the Bank of New York.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.2 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

4.3              Second  Supplemental  Indenture  dated as of February  28, 2002
                 between B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition
                 Corp.,  Bloch  &  Guggenheimer,  Inc.,  Polaner,  Inc.  (f.k.a.
                 Roseland  Distribution  Company),  Trappey's Fine Foods,  Inc.,
                 Maple Groves Farms of Vermont, Inc., William Underwood Company,
                 Heritage  Acquisition Corp., Les Produits  Alimentaires Jacques
                 Et Fils, Inc. and the Bank of

                                       21

<PAGE>

                 New York. (Filed with the Securities and Exchange Commission as
                 Exhibit 4.3 to Amendment  No. 1 to  Registration  Statement No.
                 333-86062 on May 9, 2002 and incorporated herein by reference)

4.4              Indenture dated as of March 7, 2002 between B&G Foods, Inc, BGH
                 Holdings,  Inc., RWBV Acquisition  Corp., Bloch & Guggenheimer,
                 Inc., Polaner,  Inc., Maple Groves Farms of Vermont,  Inc., Les
                 Produits   Alimentaires   Jacques  Et  Fils,   Inc.,   Heritage
                 Acquisition   Corp.,   Trappey's  Fine  Foods,   Inc.,  William
                 Underwood  Company and The Bank of New York, as trustee  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.4 to
                 Registration  Statement  No.  333-86062  on April 11,  2002 and
                 incorporated herein by reference.)

4.5              Form of the  Company's 9 5/8% Senior Notes due 2007.  (Included
                 in Exhibit 4.1 and 4.4)

10.1             Registration  Rights  Agreement  dated as of August 11, 1997 by
                 and among the Company,  the Guarantors  party  thereto,  Lehman
                 Brothers,  Inc. and Lazard Freres & Co.,  LLC.  (Filed with the
                 Securities   and  Exchange   Commission   as  Exhibit  10.1  to
                 Registration  Statement  No.  333-39813 on November 7, 1997 and
                 incorporated herein by reference)

10.2             Purchase Agreement dated August 6, 1997 among the Company,  the
                 Guarantors  party thereto,  Lehman  Brothers,  Inc., and Lazard
                 Freres & Co.,  LLC.  (Filed with the  Securities  and  Exchange
                 Commission  as  Exhibit  10.2  to  Registration  Statement  No.
                 333-39813  on  November  7,  1997 and  incorporated  herein  by
                 reference)

10.3             Guaranty,  dated as of January 12, 1999, of B&G Foods,  Inc. in
                 favor of International  Home Foods,  Inc. and M. Polaner,  Inc.
                 (Filed with the Securities and Exchange Commission as Exhibit 3
                 to the Company's Report on Form 8-K filed February 19, 1999 and
                 incorporated herein by reference)

10.4             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 herein by reference).

10.5             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 herein by reference).

10.6             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  herein
                 by reference)

10.7             Amended  and  Restated   Securities   Holders  Agreement  dated
                 December 22, 1999 among B&G Foods  Holdings  Corp.,  Bruckmann,
                 Rosser,  Sherrill & Co., L.P., Canterbury Mezzanine Capital II,
                 L.P., The CIT Group/Equity Investments, Inc. and the Management
                 Stockholders  named  therein  (Filed  as  Exhibit  10.14 to the
                 Company's   Report  on  Form  10-K  filed  March  3,  2000  and
                 incorporated herein by reference)

10.8             Amendment,  dated  as of May  12,  2000,  to  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

                                       22

<PAGE>


                 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 10.15 to the  Company's  Report on Form
                 10-Q filed May 15, 2000 and incorporated herein by reference)

10.9             Amendment,  dated as of May 12, 2000,  to 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
                 10.16 to the  Company's  Report on Form 10-Q filed May 15, 2000
                 and incorporated herein by reference)

10.10            Second  Amendment,  dated  as of March 5,  2002,  to  Revolving
                 Credit Agreement, dated as of March 15, 1999, as Amended by the
                 Amendment  dated as of May 12, 2000,  among B&G Foods  Holdings
                 Corp.,  B&G Foods,  Inc., the several banks and other financial
                 institutions  or  entities  from  time to time  parties  to the
                 Revolving Credit  Agreement,  Lehman Brothers Inc., as advisor,
                 lead  arranger  and  book  manager,  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  with the
                 Securities   and  Exchange   Commission  as  Exhibit  10.10  to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference.)

10.11            Second  Amendment,  dated  as of March 5,  2002,  to Term  Loan
                 Agreement,  dated as of  March  15,  1999,  as  Amended  by the
                 Amendment  dated as of May 12, 2000,  among B&G Foods  Holdings
                 Corp., B&G Foods,  Inc., the several financial  institutions or
                 entities  from time to time parties to the Term Loan  Agreement
                 thereto,  Lehman  Brothers Inc., as advisor,  lead arranger and
                 book  manager,  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 with the  Securities  and Exchange  Commission  as
                 Exhibit 10.11 to Amendment No. 1 to Registration  Statement No.
                 333-86062 on May 9, 2002 and incorporated herein by reference.)

10.12            Purchase Agreement dated as of March 4, 2002 between B&G Foods,
                 Inc.,  BGH Holdings,  Inc.,  RWBV  Acquisition  Corp.,  Bloch &
                 Guggenheimer,  Inc., Polaner, Inc., Trappey's Fine Foods, Inc.,
                 Maple Grove Farms of Vermont,  Inc., Les Produits  Alimentaires
                 Jacques et Fils,  Inc.,  Heritage  Acquisition  Corp.,  William
                 Underwood  Company  and The  Bank of New York  (Filed  with the
                 Securities   and  Exchange   Commission  as  Exhibit  10.12  to
                 Registration  Statement  No.  333-86062  on April 11,  2002 and
                 incorporated herein by reference.)

10.13            Registration Rights Agreement dated as of March 7, 2002 between
                 B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition  Corp.,
                 Bloch &  Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's  Fine
                 Foods,  Inc., Maple Grove Farms of Vermont,  Inc., Les Produits
                 Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp.,
                 William  Underwood  Company,  Lehman  Brothers  Inc.  and Fleet
                 Securities,  Inc.  (Filed  with  the  Securities  and  Exchange
                 Commission  as  Exhibit  10.13 to  Registration  Statement  No.
                 333-86062  on  April  11,  2002  and  incorporated   herein  by
                 reference.)


(b) Reports on Form 8-K

    Current  Report on Form 8-K dated and filed  June 14,  2002  announcing  the
Company's  intention to extend the expiration date for its previously  announced
exchange offer.

                                       23

<PAGE>

    Current  Report on Form 8-K dated and filed  June 19,  2002  announcing  the
Company's  intention to extend the expiration date for its previously  announced
exchange offer.

    Current  Report on Form 8-K dated and filed  June 24,  2002  announcing  the
Company's  intention to extend the expiration date for its previously  announced
exchange offer.

                                       24

<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:  July 25, 2002        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)

<PAGE>

                                INDEX TO EXHIBITS


   EXHIBIT NO.                       DESCRIPTION
---------------- --------------------------------------------------------------

2.1              Stock Purchase Agreement,  dated July 2, 1998, by and among BGH
                 Holdings,  Inc., Maple Grove Farms of Vermont, Inc., Up Country
                 Naturals of Vermont, Inc., Les Produits Alimentaires Jacques et
                 Fils Inc.,  William F.  Callahan and Ruth M.  Callahan.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 2.1 to
                 Commission   Filing  No.   333-39813  on  August  3,  1998  and
                 incorporated herein by reference)

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  with the  Securities  and
                 Exchange  Commission  as Exhibit 1 to the  Company's  Report on
                 Form 8-K filed  February  19, 1999 and  incorporated  herein by
                 reference)

2.3              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 herein by reference).

3.1              Certificate of Incorporation of B&G Foods, Inc. (Filed with the
                 Securities and Exchange  Commission as Exhibit 3.1 to Amendment
                 No. 1 to  Registration  Statement No.  333-39813 on January 14,
                 1998 and incorporated herein by reference)

3.2              Bylaws  of B&G  Foods,  Inc.  (Filed  with the  Securities  and
                 Exchange  Commission  as  Exhibit  3.2 to  Amendment  No.  1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.3              Certificate of Incorporation of BGH Holdings,  Inc. (Filed with
                 the  Securities  and  Exchange  Commission  as  Exhibit  3.3 to
                 Amendment  No. 1 to  Registration  Statement  No.  333-39813 on
                 January  14, 1998 and  incorporated  herein by  reference)  3.4
                 Bylaws of BGH Holdings,  Inc.  (Filed with the  Securities  and
                 Exchange  Commission  as  Exhibit  3.4 to  Amendment  No.  1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.5              Certificate of  Incorporation of Maple Groves Farms of Vermont,
                 Inc.  (Filed with the  Securities  and Exchange  Commission  as
                 Exhibit 3.5 to Amendment  No. 1 to  Registration  Statement No.
                 333-86062 on May 9, 2002 and incorporated  herein by reference)
                 3.6 Bylaws of Maple Groves Farms of Vermont,  Inc.  (Filed with
                 the  Securities  and  Exchange  Commission  as  Exhibit  3.6 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

3.7              Certificate  of  Incorporation  of Trappey's  Fine Foods,  Inc.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.7 to Amendment No. 1 to Registration  Statement No. 333-39813
                 on January 14, 1998 and incorporated herein by reference)

3.8              Bylaws of Trappey's Fine Foods, Inc. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.8 to Amendment  No. 1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.9              Certificate of  Incorporation  for Bloch &  Guggenheimer,  Inc.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.9 to Amendment No. 1 to Registration  Statement No. 333-39813
                 on January 14, 1998 and incorporated herein by reference)

3.10             Bylaws of Bloch & Guggenheimer, Inc. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.10 to Amendment No. 1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

<PAGE>

3.11             Certificate of Incorporation of RWBW Acquisition  Corp.  (Filed
                 with the Securities and Exchange  Commission as Exhibit 3.11 to
                 Amendment  No. 1 to  Registration  Statement  No.  333-39813 on
                 January 14, 1998 and incorporated herein by reference)

3.12             Bylaws of RWBW Acquisition Corp. (Filed with the Securities and
                 Exchange  Commission  as  Exhibit  3.12 to  Amendment  No. 1 to
                 Registration  Statement  No.  333-39813 on January 14, 1998 and
                 incorporated herein by reference)

3.13             Certificate  of  Incorporation  of  Les  Produits  Alimentaires
                 Jacques Et Fils,  Inc.  (Filed with the Securities and Exchange
                 Commission as Exhibit 3.13 to Amendment  No. 1 to  Registration
                 Statement No. 333-86062 on May 9, 2002 and incorporated  herein
                 by reference) 3.14 Bylaws of Les Produits  Alimentaires Jacques
                 Et  Fils,   Inc.   (Filed  with  the  Securities  and  Exchange
                 Commission as Exhibit 3.14 to Amendment  No. 1 to  Registration
                 Statement No. 333-86062 on May 9, 2002 and incorporated  herein
                 by reference)

3.15             Certificate of Incorporation  of Polaner,  Inc. (f/k/a Roseland
                 Distribution Company).  (Filed with the Securities and Exchange
                 Commission as Exhibit 3.15 to Amendment  No. 1 to  Registration
                 Statement  No.  333-39813 on January 14, 1998 and  incorporated
                 herein by reference)

3.16             Bylaws of Polaner, Inc. (f/k/a Roseland Distribution  Company).
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.16 to Amendment No. 1 to Registration Statement No. 333-39813
                 on January 14, 1998 and incorporated  herein by reference) 3.17
                 Certificate  of  Incorporation  of Heritage  Acquisition  Corp.
                 (Filed with the Securities  and Exchange  Commission as Exhibit
                 3.17 to Amendment No. 1 to Registration Statement No. 333-86062
                 on May 9, 2002 and incorporated herein by reference)

3.18             Bylaws of Heritage Acquisition Corp. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.18 to Amendment No. 1 to
                 Registration  Statement  No.  333-86062  on  May  9,  2002  and
                 incorporated herein by reference)

3.19             Declaration of Trust of William Underwood Company.  (Filed with
                 the  Securities  and  Exchange  Commission  as Exhibit  3.19 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

3.20             Bylaws of William Underwood Company. (Filed with the Securities
                 and Exchange  Commission  as Exhibit 3.20 to Amendment No. 1 to
                 Registration  Statement  No.  333-86062  on  May  9,  2002  and
                 incorporated herein by reference)

4.1              Indenture dated as of August 11, 1997 between B&G Foods,  Inc.,
                 BGH Holdings, Inc., RWBW Acquisition Corp., BRH Holdings, Inc.,
                 Bloch &  Guggenheimer,  Inc.,  Roseland  Distribution  Company,
                 Burns & Ricker,  Inc., Roseland  Manufacturing,  Inc., and RWBW
                 Brands  Company,  and The Bank of New York, as trustee.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.1 to
                 Registration  Statement  No.  333-39813 on November 7, 1997 and
                 incorporated herein by reference)

4.2              First  Supplemental  Indenture dated as of May 31, 2000 (to the
                 Indenture dated as of August 11, 1997) between B&G Foods, Inc.,
                 BGH  Holdings,   Inc.,   RWBV   Acquisition   Corp.,   Bloch  &
                 Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution
                 Company),  Burns & Ricker,  Inc.,  Trappey's Fine Foods,  Inc.,
                 Maple Groves Farms of Vermont, Inc., William Underwood Company,
                 Heritage  Acquisition  Corp.  and the Bank of New York.  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.2 to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

4.3              Second  Supplemental  Indenture  dated as of February  28, 2002
                 between B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition
                 Corp.,  Bloch  &  Guggenheimer,  Inc.,  Polaner,  Inc.  (f.k.a.
                 Roseland  Distribution  Company),  Trappey's Fine Foods,  Inc.,
                 Maple Groves Farms of Vermont, Inc., William Underwood Company,
                 Heritage  Acquisition Corp., Les Produits  Alimentaires Jacques
                 Et  Fils,  Inc.  and the  Bank of New  York.  (Filed  with  the
                 Securities and Exchange Commission as Exhibit 4.3 to

<PAGE>

                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference)

4.4              Indenture dated as of March 7, 2002 between B&G Foods, Inc, BGH
                 Holdings,  Inc., RWBV Acquisition  Corp., Bloch & Guggenheimer,
                 Inc., Polaner,  Inc., Maple Groves Farms of Vermont,  Inc., Les
                 Produits   Alimentaires   Jacques  Et  Fils,   Inc.,   Heritage
                 Acquisition   Corp.,   Trappey's  Fine  Foods,   Inc.,  William
                 Underwood  Company and The Bank of New York, as trustee  (Filed
                 with the Securities  and Exchange  Commission as Exhibit 4.4 to
                 Registration  Statement  No.  333-86062  on April 11,  2002 and
                 incorporated herein by reference.)

4.5              Form of the  Company's 9 5/8% Senior Notes due 2007.  (Included
                 in  Exhibit  4.1 and 4.4) 10.1  Registration  Rights  Agreement
                 dated as of  August  11,  1997 by and among  the  Company,  the
                 Guarantors  party  thereto,  Lehman  Brothers,  Inc. and Lazard
                 Freres & Co.,  LLC.  (Filed with the  Securities  and  Exchange
                 Commission  as  Exhibit  10.1  to  Registration  Statement  No.
                 333-39813  on  November  7,  1997 and  incorporated  herein  by
                 reference)

10.2             Purchase Agreement dated August 6, 1997 among the Company,  the
                 Guarantors  party thereto,  Lehman  Brothers,  Inc., and Lazard
                 Freres & Co.,  LLC.  (Filed with the  Securities  and  Exchange
                 Commission  as  Exhibit  10.2  to  Registration  Statement  No.
                 333-39813  on  November  7,  1997 and  incorporated  herein  by
                 reference)

10.3             Guaranty,  dated as of January 12, 1999, of B&G Foods,  Inc. in
                 favor of International  Home Foods,  Inc. and M. Polaner,  Inc.
                 (Filed with the Securities and Exchange Commission as Exhibit 3
                 to the Company's Report on Form 8-K filed February 19, 1999 and
                 incorporated herein by reference)

10.4             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 herein by reference).

10.5             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  herein by reference).
                 10.6 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  herein
                 by reference)

10.7             Amended  and  Restated   Securities   Holders  Agreement  dated
                 December 22, 1999 among B&G Foods  Holdings  Corp.,  Bruckmann,
                 Rosser,  Sherrill & Co., L.P., Canterbury Mezzanine Capital II,
                 L.P., The CIT Group/Equity Investments, Inc. and the Management
                 Stockholders  named  therein  (Filed  as  Exhibit  10.14 to the
                 Company's   Report  on  Form  10-K  filed  March  3,  2000  and
                 incorporated herein by reference)

10.8             Amendment,  dated  as of May  12,  2000,  to  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

<PAGE>

                 Co-Documentation  Agent,  and Lehman  Commercial  Paper Inc. as
                 Syndication  Agent and  Administrative  Agent (Filed as Exhibit
                 10.15 to the  Company's  Report on Form 10-Q filed May 15, 2000
                 and incorporated herein by reference)

10.9             Amendment,  dated as of May 12, 2000,  to 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
                 10.16 to the  Company's  Report on Form 10-Q filed May 15, 2000
                 and incorporated herein by reference)

10.10            Second  Amendment,  dated  as of March 5,  2002,  to  Revolving
                 Credit Agreement, dated as of March 15, 1999, as Amended by the
                 Amendment  dated as of May 12, 2000,  among B&G Foods  Holdings
                 Corp.,  B&G Foods,  Inc., the several banks and other financial
                 institutions  or  entities  from  time to time  parties  to the
                 Revolving Credit  Agreement,  Lehman Brothers Inc., as advisor,
                 lead  arranger  and  book  manager,  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  with the
                 Securities   and  Exchange   Commission  as  Exhibit  10.10  to
                 Amendment No. 1 to Registration  Statement No. 333-86062 on May
                 9, 2002 and incorporated herein by reference.)

10.11            Second  Amendment,  dated  as of March 5,  2002,  to Term  Loan
                 Agreement,  dated as of  March  15,  1999,  as  Amended  by the
                 Amendment  dated as of May 12, 2000,  among B&G Foods  Holdings
                 Corp., B&G Foods,  Inc., the several financial  institutions or
                 entities  from time to time parties to the Term Loan  Agreement
                 thereto,  Lehman  Brothers Inc., as advisor,  lead arranger and
                 book  manager,  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 with the  Securities  and Exchange  Commission  as
                 Exhibit 10.11 to Amendment No. 1 to Registration  Statement No.
                 333-86062 on May 9, 2002 and incorporated herein by reference.)

10.12            Purchase Agreement dated as of March 4, 2002 between B&G Foods,
                 Inc.,  BGH Holdings,  Inc.,  RWBV  Acquisition  Corp.,  Bloch &
                 Guggenheimer,  Inc., Polaner, Inc., Trappey's Fine Foods, Inc.,
                 Maple Grove Farms of Vermont,  Inc., Les Produits  Alimentaires
                 Jacques et Fils,  Inc.,  Heritage  Acquisition  Corp.,  William
                 Underwood  Company  and The  Bank of New York  (Filed  with the
                 Securities   and  Exchange   Commission  as  Exhibit  10.12  to
                 Registration  Statement  No.  333-86062  on April 11,  2002 and
                 incorporated herein by reference.)

10.13            Registration Rights Agreement dated as of March 7, 2002 between
                 B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition  Corp.,
                 Bloch &  Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's  Fine
                 Foods,  Inc., Maple Grove Farms of Vermont,  Inc., Les Produits
                 Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp.,
                 William  Underwood  Company,  Lehman  Brothers  Inc.  and Fleet
                 Securities,  Inc.  (Filed  with  the  Securities  and  Exchange
                 Commission  as  Exhibit  10.13 to  Registration  Statement  No.
                 333-86062  on  April  11,  2002  and  incorporated   herein  by
                 reference.)