As filed with the Securities and Exchange Commission on November 8, 1999

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                 For the quarterly period ended October 2, 1999

                                       or


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

                For the transition period from         to
                                               -------    -------

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

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

  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  [X]  No  [ ]

         As of  October 2, 1999,  there was 1 share of the  registrant's  common
stock,  $.01 par  value,  outstanding,  which was owned by an  affiliate  of the
registrant.

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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 Operations..........................2

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

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

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

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

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.........................................12

         Item 2.    Changes in Securities and Use of Proceeds.................12

         Item 3.    Defaults Upon Senior Securities...........................12

         Item 4.    Submission of Matters to a Vote of Security Holders.......12

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

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

SIGNATURES

         Index to Exhibits....................................................16


                                      (i)


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements


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


<TABLE>
<CAPTION>

                   Assets                                       October 2, 1999        January 2, 1999
                   ------                                       ---------------        ---------------
                                                                     (Unaudited)
<S>                 <C>                                         <C>                    <C>

Current assets:
      Cash and cash equivalents                                  $         1,280   $          599
      Trade accounts receivable, net                                      27,021           15,656
      Inventories                                                         75,001           39,764
      Prepaid expenses                                                     2,310            1,646
      Deferred income taxes                                                2,938            2,938
                                                                ---------------------------------
           Total current assets                                          108,550           60,603

Property, plant and equipment, net                                        42,305           26,486
Intangible assets, net                                                   312,579          119,542
Other assets                                                              10,720            5,242
                                                                ---------------------------------

                                                                $        474,154   $      211,873
                                                                =================================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                    $          7,848   $        1,431
      Trade accounts payable                                              25,895           17,508
      Accrued expenses                                                    11,254           10,335
      Due to related parties                                                  83              705
                                                                ---------------------------------
           Total current liabilities                                      45,080           29,979

Long-term debt                                                           336,745          143,265
Deferred income taxes                                                     34,451           17,809
Other liabilities                                                             27                0
                                                                ---------------------------------
           Total liabilities                                             416,303          191,053

Stockholder's equity:
Common stock, $.01 par value per share. Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital                                                56,342           21,342
Retained earnings (accumulated deficit)                                    1,509             (522)
                                                                ----------------------------------
           Total stockholder's equity                                     57,851           20,820
                                                                ----------------------------------

                                                                $        474,154   $      211,873
                                                                =================================


                 See notes to consolidated financial statements.

</TABLE>


                                       1


<PAGE>


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

<TABLE>
<CAPTION>

                                                     Thirteen Weeks Ended             Thirty-nine Weeks Ended
                                                October 2, 1999  October 3, 1998   October 2, 1999  October 3, 1998
                                                ---------------  ---------------   ---------------  ---------------
<S>                                             <C>              <C>               <C>              <C>

Net sales                                           $   87,552        $   46,477     $    241,652       $  127,508
Cost of goods sold                                      45,396            28,355          129,072           77,826
                                                    ----------------------------     -----------------------------

           Gross profit                                 42,156            18,122          112,580           49,682

Sales, marketing, and distribution expenses             29,282            12,430           76,598           34,398
General and administrative expenses                      3,722             1,499           10,503            4,166
Management fees-related party                              127                62              325              187
                                                    ----------------------------     -----------------------------

           Operating income                              9,025             4,131           25,154           10,931

Other expense:
      Interest expense-related parties                       0                18               15               49
      Interest expense                                   8,107             3,661           21,172           10,044
                                                    ----------------------------     -----------------------------

           Income before income tax expense                918               452            3,967              838

Income tax expense                                         442               228            1,936              417
                                                   -----------------------------     -----------------------------

           Net income                              $       476        $      224     $      2,031      $       421
                                                   =============================     =============================

                 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>

                                                                         Thirty-nine Weeks Ended
                                                               October 2, 1999         October 3, 1998
                                                               --------------          ---------------
<S>                                                            <C>                     <C>
Cash flows from operating activities
      Net income                                                 $  2,031             $       421
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                           11,452                   5,118
           Deferred income tax benefit                              1,936                     430
           Amortization of deferred debt issuance costs             1,011                     466
           Changes in assets and liabilities, net of effects of
               businesses acquired:
               Trade accounts receivable                          (11,365)                  1,639
               Inventories                                         (8,114)                     83
               Prepaid expenses                                      (664)                   (264)
               Other assets                                           (43)                     13
               Trade accounts payable                               8,387                   1,632
               Accrued expenses                                    (1,953)                 (6,130)
               Due to related parties                                (622)                    562
               Other liabilities                                       27                      -
                                                                ---------------------------------

               Net cash provided by operating activities            2,083                   3,970
                                                                ---------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                      (224,532)                (32,622)
      Capital expenditures                                         (4,678)                 (2,581)
      Proceeds from sales of property, plant and equipment           -                        396
                                                                ----------------------------------
               Net cash used in investing activities             (229,210)                (34,807)
                                                                ----------------------------------

Cash flows from financing activities:
      Payments of long-term debt                                  (20,746)                   (320)
      Proceeds from issuance of long-term debt                    220,000                  30,344
      Proceeds from capital contribution                           35,000                   1,231
      Payments of deferred debt issuance costs                     (6,446)                   (127)
                                                                ----------------------------------

               Net cash provided by financing
                 activities                                       227,808                  31,128
                                                                ---------------------------------

               Increase in cash and cash equivalents                  681                     291

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

Cash and cash equivalents at end of period                       $  1,280             $       982
                                                                =================================


                 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  consolidated  financial statements of B&G Foods, Inc.
         and subsidiaries  (the "Company")  contain all adjustments  (consisting
         only of normal recurring  adjustments)  necessary to present fairly the
         Company's consolidated financial position as of October 2, 1999 and the
         results of their  operations  and their cash flow for the  thirteen and
         thirty-nine week periods ended October 2, 1999 and October 3, 1998.

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

(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

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

         Acquisitions and Financing

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

         On March 15,  1999,  the Company  acquired  the assets and stock of the
         Heritage  Portfolio of Brands  ("Heritage")  from  Pillsbury,  Inc. for
         approximately  $193,958,  including transaction costs ("Heritage Brands
         Acquisition"). In connection with this transaction, the Company entered
         into a $280,000  senior  secured credit  facility (the "Senior  Secured
         Credit  Facility").  The Senior Secured Credit Facility  comprised of a
         $60,000 five-year  revolving credit facility,  a $70,000 five-year term
         loan  facility  ("Term  Loan A") and a  $150,000  seven-year  term loan
         facility  ("Term Loan B" and  collectively  with Term Loan A, the "Term
         Loan Facilities").  The proceeds of the Term Loan Facilities,  together
         with an additional $35,000 of equity from Bruckmann, Rosser, Sherrill &
         Co., L.P.  ("BRS"),  were used to fund the Heritage Brands  Acquisition
         and


                                       4


<PAGE>


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

         (Continued)

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

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

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirteen  and  thirty-nine  weeks ended  October 2, 1999 and October 3,
         1998 presents the  operations  of the Company as if the Polaner  Brands
         Acquisition,  the  Heritage  Brands  Acquisition,  and the Maple  Grove
         Acquisition had occurred at the beginning of the periods presented.  In
         addition to including the results of  operations of the  aforementioned
         entities,  the pro forma information gives effect primarily to interest
         on additional  borrowings and changes in depreciation  and amortization
         of intangible assets. The thirteen-weeks  ended October 2, 1999 results
         are not  presented  since  such  actual  results  are  included  in the
         accompanying financial statements for the entire period.

                       Thirteen Weeks Ended         Thirty-nine Weeks Ended
                         October 3, 1998       October 2, 1999   October 3, 1998
                       --------------------    ---------------   ---------------
         Net sales     $   87,245                $    267,641      $  261,059
         Net income         2,195                       4,442           6,568

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

(3)      Inventories

         Inventories consist of the following:

                                           October 2, 1999    January 2, 1999
                                           ---------------    ---------------

         Raw materials and packaging        $      19,462      $      10,337
         Work in process                            2,618              2,862
         Finished goods                            52,921             26,565
                                            -------------      -------------
                                            $      75,001      $      39,764
                                            =============      =============


                                       5


<PAGE>


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


(continued)

(4)      Debt

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

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

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

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


                                       6


<PAGE>


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

Results of Operations

         13 week period ended  October 2, 1999  compared to 13 week period ended
October 3, 1998.

         Net Sales.  Net sales increased $41.1 million or 88.4% to $87.6 million
for the thirteen week period ended October 2, 1999 (the "1999 Quarterly Period")
from $46.5 million for the thirteen week period ended October 3, 1998 (the "1998
Quarterly Period").  The net sales increase included $40.3 million of sales from
Maple Grove, Polaner and Heritage. Regina sales increased $1.1 million or 34.8%.
All other brands decreased $0.3 million or 0.5%.

         Gross  Profit.  Gross profit  increased  by $24.0  million or 132.6% to
$42.2  million for the 1999  Quarterly  Period  from $18.1  million for the 1998
Quarterly  Period.  Gross profit as a percentage of net sales increased to 48.1%
in the 1999 Quarterly Period from 39.0% in the 1998 Quarterly  Period.  This was
due to a favorable  shift in the sales mix to higher gross  profit  margins from
sales of Polaner and Heritage products,  coupled with reduced labor and overhead
costs at the Burns & Ricker Snack Food manufacturing facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses increased $16.9 million or 135.6% to $29.3 million in the
1999  Quarterly  Period from $12.4 million in the 1998  Quarterly  Period.  Such
expenses as a percentage of net sales  increased to 33.4% in the 1999  Quarterly
Period from 26.7% in the 1998 Quarterly Period due primarily to the Maple Grove,
Polaner  and  Heritage  acquisitions.  These  acquisitions  accounted  for $16.5
million of the  increase.  In  addition,  promotional  spending  increased  $0.6
million on Regina  products and $0.4 million on B&G Pickle and Pepper  products.
All other brands accounted for the remaining $0.6 million decrease.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
by $2.3  million or 146.6% to $3.8  million for the 1999  Quarterly  Period from
$1.6 million for the 1998 Quarterly Period, primarily due to increased operating
expenses  of $0.4  million  and  amortization  of  intangibles  of $1.9  million
associated with the Maple Grove, Polaner and Heritage acquisitions.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased by $4.9 million or 118.5% to $9.0 million in the 1999 Quarterly Period
from $4.1 million in the 1998 Quarterly Period.  Operating income expressed as a
percentage  of net sales  increased to 10.3% in the 1999  Quarterly  Period from
8.9% in the 1998 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $4.4  million to $8.1
million for the 1999  Quarterly  Period from $3.7 million in the 1998  Quarterly
Period as a result of the  additional  debt  incurred by the Company to fund the
Maple Grove, Polaner and Heritage acquisitions.

         Income Tax Expense.  Income tax expense for the 1999  Quarterly  Period
was $0.4 million as compared with $0.2 million in the 1998 Quarterly Period. The
Company's effective tax rate for the 1999 Quarterly Period was 48.1% as compared
with 50.4% in the 1998 Quarterly Period.

         Because of the highly leveraged status of the Company,  earnings before
interest,  taxes,  depreciation,  and  amortization  ("EBITDA")  is an important
performance  measure  used by the  Company  and its  stockholders.  The  Company
believes that EBITDA provides additional information for determining


                                       7


<PAGE>


its ability to meet future debt  service  requirements.  However,  EBITDA is not
indicative of operating  income or cash flow from operations as determined under
generally accepted accounting  principles.  The Company's EBITDA from continuing
operations  for the thirteen  weeks ended October 2, 1999 and October 3, 1998 is
calculated as follows (dollars in thousands):

                                              Thirteen weeks ended
                                        October 2, 1999     October 3, 1998
                                        ----------------    ---------------

Net income                                 $     476          $     224
Depreciation and amortization                  4,412              1,793
Income tax expense                               442                228
Interest expense                               8,107              3,679
                                           ---------          ---------
   EBITDA                                  $  13,437          $   5,924
                                           =========          =========


39 week period ended October 2, 1999 compared to 39 week period ended October 3,
1998.

         Net  Sales.  Net  sales  increased  $114.1  million  or 89.5% to $241.7
million  for the  thirty-nine  week  period  ended  October  2, 1999 (the  "1999
Year-to-Date  Period") from $127.5 million for the thirty-nine week period ended
October  3, 1998  (the  "1998  Year-to-Date  Period").  The net  sales  increase
included $111.2 million of sales from Maple Grove,  Polaner and Heritage.  Sales
of Regina  products  increased  $2.0  million  or 20.9%,  B&G  Pickle and Pepper
products  increased $0.4 million or 1.0% and Trappey's  products  increased $0.4
million or 3.3%. All other brands increased $0.1 million or 0.2%.

         Gross  Profit.  Gross profit  increased  by $62.9  million or 126.6% to
$112.6 million for the 1999 Year-to-Date  Period from $49.7 million for the 1998
Year-to-Date  Period.  Gross  profit as a percentage  of net sales  increased to
46.6% in the  1999  Year-to-Date  Period  from  39.0%  in the 1998  Year-to-Date
Period.  This was due to a  favorable  shift in the sales  mix to  higher  gross
profit margins from sales of Polaner and Heritage  products,  along with reduced
labor  and  overhead  costs  at the  Burns &  Ricker  Snack  Food  manufacturing
facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses increased $42.2 million or 122.7% to $76.6 million in the
1999  Year-to-Date  Period from $34.4 million in the 1998  Year-to-Date  Period.
Such  expenses  as a  percentage  of net  sales  increased  to 31.7% in the 1999
Year-to-Date  Period from 27.0% in the 1998 Year-to-Date Period due primarily to
the Maple Grove, Polaner and Heritage acquisitions. These acquisitions accounted
for $39.9 million of the increase.  In addition,  promotional spending increased
by $2.3 million on B&G Pickle and Pepper  products and $1.8 million on all other
brands.  They were  offset by  savings of $1.4  million in overall  distribution
costs and $0.4 million in other selling and marketing costs.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
by $6.5 million or 148.7% to $10.8 million for the 1999 Year-to-Date Period from
$4.4  million  for the 1998  Year-to-Date  Period,  primarily  due to  increased
operating  expenses of $1.9  million and  amortization  of  intangibles  of $4.6
million associated with the Maple Grove, Polaner and Heritage acquisitions.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased by $14.2 million or 130.1% to $25.2  million in the 1999  Year-to-Date
Period from $10.9  million in the 1998  Year-to-Date  Period.  Operating  income
expressed  as a  percentage  of  net  sales  increased  to  10.4%  in  the  1999
Year-to-Date Period from 8.6% in the 1998 Year-to-Date Period.


                                       8


<PAGE>


         Interest  Expense.  Interest  expense  increased $11.1 million to $21.2
million  for the  1999  Year-to-Date  Period  from  $10.1  million  in the  1998
Year-to-Date  Period as a result of the additional  debt incurred by the Company
to fund the Maple Grove, Polaner and Heritage acquisitions.

         Income Tax Expense. Income tax expense for the 1999 Year-to-Date Period
was $1.9 million as compared with $0.4 million in the 1998 Year-to-Date  Period.
The Company's  effective tax rate for the 1999 Year-to-Date  Period was 48.8% as
compared with 49.8% in the 1998 Year-to-Date Period.

         Because of the highly  leveraged  status of the  Company,  EBITDA is an
important  performance  measure  used by the Company and its  stockholders.  The
Company believes that EBITDA provides additional information for determining its
ability  to meet  future  debt  service  requirements.  However,  EBITDA  is not
indicative of operating  income or cash flow from operations as determined under
generally accepted accounting  principles.  The Company's EBITDA from continuing
operations for the  thirty-nine  weeks ended October 2, 1999 and October 3, 1998
is calculated as follows (dollars in thoudands):

                                           Thirty-nine weeks ended
                                     October 2, 1999        October 3, 1998
                                     ---------------        ---------------

Net income                             $   2,031               $     421
Depreciation and amortization             11,452                   5,118
Income tax expense                         1,936                     417
Interest expense                          21,187                  10,093
                                       ---------               ---------
   EBITDA                              $  36,606               $  16,049
                                       =========               =========


Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  decreased  $1.9 million to $2.1
million  for  the  1999  Year-to-Date  Period  from  $4.0  million  in the  1998
Year-to-Date  Period.  The change relates  primarily to the Heritage and Polaner
acquisitions  coupled with some  increases in  receivables in relation to sales.
Working  capital at  October 2, 1999 was $63.5  million,  an  increase  of $32.8
million over working capital at January 2, 1999 of $30.6 million.

         Net cash used in investing  activities for the 1999 Year-to-Date Period
was $229.2  million  as  compared  to $34.8  million  for the 1998  Year-to-Date
Period.  The change primarily  relates to the Polaner and Heritage  acquisitions
for $30.6 million and $194.0  million,  respectively,  in the 1999  Year-to-Date
Period. Capital expenditures during the 1999 Year-to-Date Period of $4.7 million
included purchases of manufacturing and computer equipment and were $2.1 million
above the $2.6 million for the 1998 Year-to-Date Period.

         Net cash  provided by financing  activities  for the 1999  Year-to-Date
Period was $227.8 million as compared to $31.1 million for the 1998 Year-to-Date
Period.  The change  relates  primarily  to the  proceeds  from the  issuance of
long-term debt and equity in the 1999 Year-to-Date Period to finance the Polaner
and Heritage acquisitions.


                                       9


<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 flows from operations. The Company's future interest expense
will increase  significantly as a result of additional  indebtedness the Company
has  incurred  as a  result  of its  recent  acquisitions,  and  any  additional
indebtedness the Company may incur to finance potential future acquisitions,  if
any. To the extent  future  acquisitions,  if any,  are  financed by  additional
indebtedness,  the resulting  increase in debt and interest expense could have a
negative impact on liquidity.

Future Capital Needs

         The  Company is highly  leveraged.  On October 2, 1999,  the  Company's
total long-term debt (including current  installments) and stockholder's  equity
was $344.6 million and $57.9 million, respectively.

         The Company's  primary sources of capital are cash flow from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and  financing  acquisitions.  The  Company's  ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving credit facility of approximately $56.5 million at October 2, 1999, and
possible future debt financing will be sufficient for the foreseeable  future to
meet debt  service  requirements,  make future  acquisitions,  if any,  and fund
capital expenditures.  However, there can be no assurance in this regard or that
the terms available for any future financing, if required, would be favorable to
the Company.

Seasonality

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

Recent Accounting Pronouncements

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

Year 2000

The Year 2000 ("Y2K")  issue is the result of computer  programs  being  written
using two digits,  rather than four, to define the  applicable  year.  Mistaking
"00" for the year 1900  could  result in  miscalculations


                                       10


<PAGE>


and errors and cause significant business interruptions for the Company, as well
as for the  government  and most other  companies.  The Company is executing its
plan to assess its state of readiness  for Y2K, to remediate  those systems that
are  non-compliant  and to  assure  that  material  third  parties  will  be Y2K
compliant.

The Company has assessed its mainframe,  operating and  application  systems for
Y2K  readiness,  giving the  highest  priority to those  information  technology
applications  (IT)  systems  that  are  considered   critical  to  its  business
operations.  At  present,  management  believes  that  approximately  90% of the
critical IT systems and non-IT  systems  have been  remediated.  Those  critical
systems not yet  remediated  are expected to be remediated by November 30, 1999.
With respect to the Company's  non-critical  IT and non-IT  systems,  management
believes that approximately 85% of such systems have been remediated and expects
the remaining systems to be remediated by November 30, 1999.

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

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

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

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

Forward-Looking Statements

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


                                       11


<PAGE>


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse  movement in interest  rates.  As of October 2, 1999, the Company's only
variable rate  borrowings were under the Term Loan Facilities that bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings  at October 2, 1999,  would result in an annual  increase in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit Number        Description
         --------------        -----------

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


                                       12


<PAGE>


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

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

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


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

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

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

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


                                       13


<PAGE>


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

         Exhibit 27            Financial Data Schedule

(b)      Reports on Form 8-K

         None.


                                       14


<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: November 8, 1999        B&G FOODS, INC.




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


                                       15


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number               Description
-------              -----------

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

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

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


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

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

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


                                       16


<PAGE>


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

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

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

Exhibit 27           Financial Data Schedule


                                       17