As filed with the Securities and Exchange Commission on November 1, 2001

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


                       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 September 29, 2001

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

       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  September  29,  2001,  B&G Foods,  Inc.  had one (1) share of common
stock, $.01 par value, outstanding, which was owned by an affiliate.

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


<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.....................5

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..............9

         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk...............................................16

PART II.      OTHER INFORMATION

         Item 1.  Legal Proceedings.........................................17

         Item 2.  Changes in Securities and Use of Proceeds.................17

         Item 3.  Defaults Upon Senior Securities...........................17

         Item 4.  Submission of Matters to a Vote of Security Holders.......17

         Item 5.  Other Information.........................................17

         Item 6.  Exhibits and Reports on Form 8-K..........................18
                  (a)    Exhibits
                  (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits..................................................23


                                      (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)
                                   (Unaudited)

                   Assets                September 29, 2001  December 30, 2000
                                         ------------------  -----------------
Current assets:
      Cash and cash equivalents              $   7,352         $   13,433
      Trade accounts receivable, net            22,536             24,171
      Inventories                               70,710             63,626
      Prepaid expenses                           4,062              2,114
      Net assets held for sale                       -             20,685
      Deferred income taxes                      1,279              1,279
                                             ----------------------------
           Total current assets                105,939            125,308

Property, plant and equipment, net              37,385             38,275
Intangible assets, net                         277,261            283,666
Other assets                                     8,705              9,767
                                             ----------------------------

                                             $ 429,290          $ 457,016
                                             ============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt $  16,352          $  16,009
      Trade accounts payable                    27,797             24,781
      Accrued expenses                          13,417             15,267
      Due to related party                          83                208
                                            -----------------------------
           Total current liabilities            57,649             56,265

Long-term debt                                 276,521            313,314
Deferred income taxes                           34,673             30,500
Other liabilities                                  222                149
                                            -----------------------------
           Total liabilities                   369,065            400,228

Stockholder's equity:
Common stock, $.01 par value per share.
      Authorized 1,000 shares; issued and
      outstanding 1 share                            -                  -
Additional paid-in capital                      56,392             56,342
Retained earnings                                3,833                446
                                             ----------------------------
           Total stockholder's equity           60,225             56,788
                                             ----------------------------

                                             $ 429,290          $ 457,016
                                             ============================

                 See notes to consolidated financial statements.


                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                    Thirteen Weeks Ended               Thirty-nine Weeks Ended
                                              Sept. 29, 2001   Sept. 30, 2000       Sept. 29, 2001   Sept. 30, 2000
                                              --------------   --------------       --------------   --------------
<S>                                             <C>                <C>                <C>              <C>

Net sales                                       $    84,632        $  89,080          $   244,678      $   258,241
Cost of goods sold                                   49,202           50,298              140,900          145,230
                                                ----------------------------            --------------------------
           Gross profit                              35,430           38,782              103,778          113,011

Sales, marketing, and distribution expenses          22,395           25,916               64,231           73,981
General and administrative expenses                   3,489            3,195               10,718            9,883
Management fees-related party                           125              125                  250              375
Special charge-severance  -                               -                -                  250
Environmental clean-up
   charge (insurance recovery), net                    (150)               -                  950                -
                                               -----------------------------            --------------------------

           Operating income                           9,571            9,546               27,629           28,522

Other expense:
      Gain on sale of assets                              -                -               (3,112)               -
      Interest expense                                7,150            9,152               23,181           26,904
                                               -----------------------------             -------------------------

           Income before income
                  tax expense                         2,421              394                7,560            1,618

Income tax expense                                    1,336              205                4,173              841
                                               -----------------------------             -------------------------

           Net income                           $     1,085         $    189             $  3,387         $    777
                                               =============================             =========================


                                    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
                                                                  Sept. 29, 2001    Sept. 30, 2000
                                                                  --------------    --------------
<S>                                                                 <C>               <C>

Cash flows from operating activities
      Net income                                                     $  3,387         $    777
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                               10,653           11,723
           Deferred income tax expense                                  4,173              841
           Amortization of deferred debt issuance costs                 1,462            1,366
           Gain on sale of assets                                      (3,112)               -
           Changes in assets and liabilities:
               Trade accounts receivable                                1,635            1,083
               Inventories                                             (7,356)           1,614
               Prepaid expenses                                        (1,969)            (526)
               Other assets                                              (400)              (1)
               Trade accounts payable                                   3,016            3,074
               Accrued expenses                                        (1,850)          (5,908)
               Due to related parties                                    (125)            (125)
               Other liabilities                                           73               73
                                                                 --------------------------------

               Net cash provided by operating activities                   9,587        13,991
                                                                 --------------------------------

Cash flows from investing activities:
      Capital expenditures                                                (3,358)       (5,247)
      Proceeds from sale of assets                                        24,090             -
                                                                  --------------------------------

               Net cash provided by (used in) investing activities        20,732        (5,247)
                                                                  --------------------------------

                                            (continued)

</TABLE>

                                       3

<PAGE>


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

                                                                  Thirty-nine Weeks Ended
                                                            Sept. 29, 2001     Sept. 30, 2000
                                                            --------------     --------------
<S>                                                          <C>               <C>
Cash flows from financing activities:
      Payments of deferred debt issuance costs                       -             (1,262)
      Proceeds from issuance of equity                              50                  -
      Payments of long-term debt                               (36,450)            (7,705)
                                                             ------------------------------

               Net cash used in
                 financing activities                          (36,400)            (8,967)
                                                             ------------------------------

               Decrease in cash and cash equivalents            (6,081)              (223)

Cash and cash equivalents at beginning of period                13,433              7,745
                                                            -------------------------------

Cash and cash equivalents at end of period                   $   7,352         $    7,522
                                                            ===============================

Supplemental disclosure of cash flow information
         - Cash paid for:
            Interest                                         $  26,345         $   28,277
                                                             =========         ==========

            Income taxes                                     $     199         $      625
                                                             =========         ==========

</TABLE>

                          See notes to consolidated financial statements.

                                       4

<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
         September 29, 2001,  the results of their  operations  for the thirteen
         and thirty-nine week periods ended September 29, 2001 and September 30,
         2000 and cash flows for the  thirty-nine  week periods ended  September
         29, 2001 and September 30, 2000.

         The results of operations for the thirteen and thirty-nine week periods
         ended September 29, 2001 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
         2000 Annual Report on Form 10-K filed with the  Securities and Exchange
         Commission.

(2)      Accounting Pronouncements

         The Financial  Accounting Standards Board ("FASB") Emerging Issues Task
         Force ("EITF") has reached a consensus with respect to Issue No. 00-14,
         "Accounting  for Certain  Sales  Incentives,"  including  point of sale
         coupons,  rebates  and  free  merchandise.  The  consensus  included  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
         revenue and not classified as a sales or marketing expense. The Company
         currently  records  reductions  in price  pursuant to coupons as sales,
         marketing and distribution  expenses.  Upon the  implementation  of the
         EITF consensus,  which is required in the first quarter of fiscal 2002,
         the Company will reclassify  current and prior period coupon expense as
         a reduction  of net sales.  Coupon  expense  was $1.1  million and $1.8
         million for the  thirty-nine  week periods ended September 29, 2001 and
         September  30,  2000,  respectively.  The  implementation  of the  EITF
         consensus will affect  classification  of expenses in the  consolidated
         statements of operations, but will not have any effect on the Company's
         net income. The Company includes free merchandise in cost of goods sold
         as required by the new EITF consensus.

         In  the  fourth  quarter  of  fiscal  2000,  the  Company  adopted  the
         provisions of the FASB's EITF Issue No. 00-10, "Accounting For Shipping
         and Handling Fees and Costs," which  requires the Company to report all
         amounts  billed  to  a  customer  in a  sale  transaction  as  revenue,
         including those amounts  related to shipping and handling.  The Company
         has  historically  included  such  amounts in sales as  required by the
         EITF. Prior to such adoption, however, shipping and handling costs were
         included in sales,  marketing and distribution  expenses. In connection
         with the adoption of EITF Issue No. 00-10, the Company has reclassified
         shipping and handling  costs to cost of goods sold in its  consolidated
         statement of operations for the thirteen and  thirty-nine  week periods
         ended  September  30,  2000.  As a  result  of  this  reclassification,
         previously  reported cost of goods sold increased and sales,  marketing
         and  distribution  expenses  were  decreased  by $4.0 million and $11.3
         million for the thirteen and  thirty-nine  week periods ended September
         30, 2000, respectively.


                                       5


<PAGE>


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

         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
         included 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
         revenue  when  recognized  in  the  vendor's  income  statement.   That
         presumption can be overcome, and the consideration may be characterized
         as a cost, if certain  conditions are met. Upon  implementation  of the
         EITF consensus,  which is required in the first quarter of fiscal 2002,
         the Company will  reclassify  certain current and prior period expenses
         as a reduction of net sales.  Such  reclassification  will reduce sales
         and gross  margin,  but will have no impact on operating  income or net
         earnings. The Company is currently evaluating the impact of adoption of
         this EITF consensus.

(3)      Nature of Operations and Business Dispositions

         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,  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 Dispositions

         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 sale of Burns &  Ricker  toward  the  partial
         prepayment  of term  loans,  as  required  under the  Company's  Senior
         Secured Credit Facility. See Note 5 below.

                                       6

<PAGE>

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

(4)      Inventories

         Inventories consist of the following:

                                      September 29, 2001     December 30, 2000
                                      ------------------     -----------------

         Raw materials and packaging  $         19,080       $       16,613
         Work in process                         2,188                1,738
         Finished goods                         49,442               45,275
                                      ------------------     -----------------

                                      $         70,710       $       63,626
                                      ==================      ================

(5)      Debt

         The Company has  outstanding  $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. The Notes contain
         certain transfer restrictions.

         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,  a $70,000 five-year Term Loan A ("Term Loan
         A") and a $150,000  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  prepayment  requirements  based  on asset  dispositions  and
         issuance of securities,  as defined. 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 maximum
         capital  expenditure  limits,  a minimum fixed charge coverage ratio, a
         minimum total  interest  coverage ratio and a maximum  indebtedness  to
         EBITDA  ratio,  each ratio as defined.  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 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 September 29, 2001.

(6)      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 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

                                       7

<PAGE>

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

         firm to address  the  on-site  oil impact to  subsurface  soils.  Since
         January 17,  2001,  the Company and its  environmental  services  firms
         worked  to  clean-up  the oil  and  are  cooperating  with  the  NJDEP.
         Management believes that the clean-up has been substantially  completed
         and is in the  process of having its  external  environmental  services
         firms' submit the report of their findings to the NJDEP.

         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 as of September 29, 2001. In the
         third  quarter  of fiscal  2001,  the  Company  received  an  insurance
         reimbursement  of $250 thousand and accrued an additional $100 thousand
         for certain remaining miscellaneous expenses.  Management believes that
         substantially all estimated  expenses relating to this matter have been
         incurred as of September 29, 2001. However, depending on the results of
         further monitoring and sampling, the Company's estimate could change in
         the near term.  Future  information  and  developments  may require the
         Company to continually reassess the impact of this matter.


                                       8

<PAGE>


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

Results of Operations

13 week  period  ended  September  29, 2001  compared  to 13 week  period  ended
September 30, 2000.

    Net Sales. Net sales decreased $4.5 million or 5.0% to $84.6 million for the
thirteen week period ended September 29, 2001 (the "2001 Quarterly Period") from
$89.1 million for the thirteen  week period ended  September 30, 2000 (the "2000
Quarterly Period").  The B&R Disposition accounted for $6.3 million of the sales
decrease on a comparative  basis.  The  Company's new line of Emeril's  Original
branded  products  increased  $3.4 million to $5.1 million in sales for the 2001
Quarterly Period from $1.7 million in sales in the 2000 Quarterly Period.  Sales
of the Company's  Maple Grove Farms of Vermont,  Polaner All Fruit,  Ac'cent and
Sason brands increased $1.5 million, $0.4 million, $0.2 million and $0.2 million
or 13.6%, 6.7%, 5.1% and 14.0%, respectively.  Sales of the Company's Underwood,
B&M Baked  Beans,  B&G pickles and peppers  and Trappey  brands  decreased  $1.1
million,  $0.9 million,  $0.4 million and $0.3 million or 13.3%,  8.3%, 3.4% and
8.7%,  respectively.  Sales of the Company's other brands collectively decreased
$1.2  million  or 5.5%.  The  decline of certain  brands is  partially  due to a
decision by management to reduce trade spending (see below).

    Gross Profit.  Gross profit  decreased $3.4 million or 8.6% to $35.4 million
for the 2001 Quarterly  Period from $38.8 million in the 2000 Quarterly  Period,
primarily  due to the  decrease  in  net  sales.  Gross  profit  expressed  as a
percentage of net sales  decreased 1.6% to 41.9% for the 2001  Quarterly  Period
from 43.5% in the 2000 Quarterly  Period.  Increased maple syrup costs accounted
for 0.9% of the  1.6%  decrease.  The  remaining  decrease  of 0.7%  related  to
increased  costs  related to the  Underwood and Las Palmas brands and a shift in
the mix of products sold.

    Sales,   Marketing  and   Distribution   Expenses.   Sales,   marketing  and
distribution  expenses  decreased  $3.5 million or 13.5% to $22.4 million in the
2001  Quarterly  Period from $25.9 million in the 2000  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  decreased to 26.5% in the 2001
Quarterly  Period  from 29.1% in the 2000  Quarterly  Period.  This  decrease is
primarily  due to a decision  by  management  to reduce  trade  spending.  Trade
promotion  spending  expenses  decreased $4.3 million or 23.8%.  Trade promotion
spending  as a  percentage  of sales  decreased  to 16.2% in the 2001  Quarterly
Period from 20.2% in the 2000 Quarterly  Period.  Marketing  expenses  increased
$0.9 million or 42.1%. All other expenses collectively decreased $0.1 million or
0.7%.

    General and Administrative  Expenses.  General and  administrative  expenses
(including  amortization  of  intangibles  and management  fees)  increased $0.3
million or 8.9% to $3.6 million in the 2001  Quarterly  Period from $3.3 million
in the 2000 Quarterly Period. A decrease in amortization of certain  intangibles
in the amount of $0.3 million  disposed of in the B&R  Disposition was offset by
an increase in operating expenses of $0.6 million in the 2001 Quarterly Period.

    Environmental  Clean-Up.  As further  described  below, the Company received
insurance proceeds of $0.2 million in the 2001 Quarterly Period.

    Operating  Income.  As a result of the foregoing,  operating  income equaled
$9.6 million for the 2001  Quarterly  Period,  which matched the $9.6 million of
operating  income recorded during the 2000 Quarterly  Period.  Operating  income
expressed as a percentage of net sales  increased to 11.3% in the 2001 Quarterly
Period from 10.7% in the 2000 Quarterly Period.

                                       9

<PAGE>


    Interest  Expense.  Interest expense  decreased $2.0 million to $7.2 million
for the 2001  Quarterly  Period from $9.2 million in the 2000  Quarterly  Period
because  of  lower  outstanding  loan  balances  in the  2001  Quarterly  Period
resulting  from the partial  prepayment of the term loans required in connection
with the B&R Disposition and reduced interest rates.

    Income Tax  Expense.  Income tax expense for the 2001  Quarterly  Period was
$1.3  million as  compared to $0.2  million in the 2000  Quarterly  Period.  The
Company's effective tax rate for the 2001 Quarterly Period was 55.2% as compared
to 52.0% in the 2000  Quarterly  Period.  The Company  records tax expense on an
interim basis based upon its estimated expected effective rate for the year.

    Because of the  highly  leveraged  status of the  Company,  earnings  before
severance charges,  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 September
29, 2001 and September 30, 2000 is calculated as follows (dollars in millions):

                                          Thirteen weeks ended
                                          --------------------
                                  Sept. 29, 2001       Sept. 30, 2000
                                  --------------       --------------

Net income                             $  1.1              $   0.2
Depreciation and amortization             3.6                  4.0
Income tax expense                        1.3                  0.2
Interest expense                          7.2                  9.2
                                     --------            ---------
EBITDA                                   13.2                 13.6
Environmental clean-up                   (0.2)                   -
                                     ---------           ---------
Adjusted EBITDA                        $ 13.0              $  13.6
                                       ======              =======


39 week  period  ended  September  29, 2001  compared  to 39 week  period  ended
September 30, 2000.

    Net Sales.  Net sales  decreased $13.6 million or 5.3% to $244.7 million for
the  thirty-nine  week period ended  September 29, 2001 (the "2001  Year-to-Date
Period") from $258.2 million for the thirty-nine week period ended September 30,
2000 (the "2000 Year-to-Date  Period").  The B&R Disposition accounted for $17.6
million of the sales decrease on a comparative  basis. The Company's new line of
Emeril's Original branded products  increased $11.7 million to $13.3 million for
the 2001 Year-to-Date Period from $1.7 million in the 2000 Year-to-Date  Period.
Sales of the  Company's  Maple Grove Farms of  Vermont,  Sason,  Ac'cent and B&G
branded pickles and peppers increased $2.3 million,  $1.1 million,  $1.0 million
and $0.4  million  or 7.2%,  27.9%,  8.6% and 0.9%,  respectively.  Sales of the
Company's Underwood,  Polaner, B&M Baked Beans, Las Palmas, Joan of Arc, Trappey
and Vermont Maid brands decreased $3.4 million, $2.8 million, $1.7 million, $1.6
million, $1.1 million, $0.8 million and $0.6 million or 16.2%, 8.0%, 5.1%, 9.3%,
11.2%,  6.7% and  15.6%,  respectively.  Sales  of the  Company's  other  brands
collectively  decreased  $0.5 million or 2.1%.  The decline of certain brands is
partially due to a decision by management to reduce trade spending (see below).

    Gross Profit.  Gross profit decreased $9.2 million or 8.2% to $103.8 million
for the 2001  Year-to-Date  Period from $113.0 million in the 2000  Year-to-Date
Period,  primarily due to the decrease in net sales. Gross profit expressed as a
percentage of net sales decreased 1.4% to 42.4% for the 2001 Year-to-

                                       10

<PAGE>


Date Period from 43.8% in the 2000  Year-to-Date  Period.  The decrease in gross
profit  percentage  included higher purchase costs relating to the Underwood and
Las Palmas  brands and a shift in the mix of products  sold  including  the fact
that Burns & Ricker  branded  products are no longer in the mix of products sold
by the Company.

    Sales,   Marketing  and   Distribution   Expenses.   Sales,   marketing  and
distribution  expenses  decreased  $9.8 million or 13.2% to $64.2 million in the
2001  Year-to-Date  Period from $74.0 million in the 2000  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  decreased to 26.3% in the
2001  Year-to-Date  Period  from  28.6% in the  2000  Year-to-Date  Period.  The
decrease is primarily due to a decision by management to reduce trade  spending.
Trade  promotion  spending  decreased  $7.5  million or 15.2%.  Trade  promotion
spending as a percentage  of sales  decreased to 17.1% in the 2001  Year-to-Date
Period from 19.1% in the 2000 Year-to-Date Period.  Marketing expenses decreased
$1.1 million or 14.1%.  Distribution  expenses  decreased $0.6 million or 12.6%.
All other expenses collectively decreased $0.6 million or 0.8%.

    General and Administrative  Expenses.  General and  administrative  expenses
(including  amortization  of  intangibles  and management  fees)  increased $0.7
million or 6.9% to $11.0  million  in the 2001  Year-to-Date  Period  from $10.3
million in the 2000  Year-to-Date  Period. A decrease in amortization of certain
intangibles in the amount of $0.8 million disposed of in the B&R Disposition was
offset  by an  increase  in  operating  expenses  of $1.5  million  in the  2001
Year-to-Date Period.

    Special  Charge-Severance.  During the 2000 Year-to-Date Period, the Company
recorded  a  severance  charge  of  $0.3  million.  As  part  of  the  severance
arrangements, 13 employees were terminated.

    Environmental  Clean-Up.  As further described below, the Company recorded a
charge of $1.0  million,  net of insurance  proceeds,  in the 2001  Year-to-Date
Period.

    Operating Income.  As a result of the foregoing,  operating income decreased
$0.9  million or 3.1% to $27.6  million  for the 2001  Year-to-Date  Period from
$28.5 million for the 2000 Year-to-Date Period.  Operating income expressed as a
percentage of net sales increased to 11.3% in the 2001 Year-to-Date  Period from
11.0% in the 2000 Year-to-Date Period.

    Gain of Sale of Assets.  As further  described in Note 3 of the consolidated
financial  statements,  the  Company  recorded  a $3.1  million  gain on the B&R
Disposition.

    Interest  Expense.  Interest expense decreased $3.7 million to $23.2 million
for the 2001  Year-to-Date  Period from $26.9  million in the 2000  Year-to-Date
Period as a result of lower  outstanding loan balances in the 2001  Year-to-Date
Period as a result of the  partial  prepayment  of the term  loans  required  in
connection with the B&R Disposition and reduced interest rates.

    Income Tax Expense.  Income tax expense for the 2001 Year-to-Date Period was
$4.2 million as compared to $0.8 million in the 2000  Year-to-Date  Period.  The
Company's  effective  tax rate for the 2001  Year-to-Date  Period  was  55.2% as
compared to 52.0% in the 2000 Year-to-Date Period.

    Because of the  highly  leveraged  status of the  Company,  earnings  before
special  charges,  gain on sale of assets,  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

                                       11

<PAGE>

EBITDA for the thirty-nine weeks ended September 29, 2001 and September 30, 2000
is calculated as follows (dollars in millions):

                                               Thirty-nine weeks ended
                                               ------------------------
                                         Sept. 29, 2001       Sept. 30, 2000
                                         --------------       -------------

Net income                                   $   3.4              $   0.8
Depreciation and amortization                   10.6                 11.7
Income tax expense                               4.2                  0.8
Interest expense                                23.2                 26.9
                                             -------              -------
EBITDA                                          41.4                 40.2
Environmental clean-up                           0.9                   -
Special charge-severance                          -                   0.3
Gain on sale of assets                          (3.1)                   -
                                             --------             -------
Adjusted EBITDA                              $  39.2              $  40.5
                                             =======              =======

Liquidity and Capital Resources

Cash Flows

    Cash provided by operating activities decreased $4.4 million to $9.6 million
for the 2001  Year-to-Date  Period from $14.0  million in the 2000  Year-to-Date
Period.  The decrease was primarily due to an increase in inventory  offset by a
decrease  in  receivables  and an increase in trade  accounts  payable.  Working
capital at September  29, 2001 was $48.3  million,  a decrease of $20.7  million
over  working  capital at December  30, 2000 of $69.0  million.  The decrease in
working  capital  was due to the  sale of  assets  in  connection  with  the B&R
Disposition. In addition, there were decreases in cash, receivables, and accrued
expenses.

    Net cash provided by investing  activities for the 2001 Year-to-Date  Period
was $20.7  million as compared to net cash used in investing  activities of $5.2
million for the 2000  Year-to-Date  Period.  The increase is due to the proceeds
received  from the B&R  Disposition  in the  amount  of $24.1  million.  Capital
expenditures  during  the 2001  Year-to-Date  Period  of $3.4  million  included
purchases of  manufacturing  and computer  equipment and were $1.9 million below
the $5.3  million  in similar  capital  expenditures  for the 2000  Year-to-Date
Period.

    Net cash used in financing  activities for the 2001 Year-to-Date  Period was
$36.4 million as compared to $9.0 million for the 2000 Year-to-Date  Period. The
net cash used by financing  activities for the 2001 Year-to-Date Period included
payments of $17.2  million  due on the Term Loan A and $19.3  million due on the
Term Loan B. These payments included a mandatory prepayment made in January 2001
of $26.0 million required under the Senior Secured Credit Facility in connection
with the B&R Disposition.

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
is  significant  as a  result  of  indebtedness  the  Company  has  incurred  in
connection  with  its  acquisitions,  and  will  increase  with  any  additional
indebtedness  the Company may incur to finance future

                                       12

<PAGE>

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.

Special Charge - 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 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, the Company and its environmental  services firms
worked  to  clean-up  the oil and are  cooperating  with the  NJDEP.  Management
believes  that the  clean-up  has  been  substantially  completed  and is in the
process of having its external  environmental  services firms' submit the report
of their findings to the NJDEP.

    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 as of September 29, 2001. In the third quarter of fiscal 2001,  the
Company  received an  insurance  reimbursement  of $250  thousand and accrued an
additional  $100  thousand  for  certain   remaining   miscellaneous   expenses.
Management  believes that  substantially all estimated expenses relating to this
matter have been  incurred as of September 29, 2001.  However,  depending on the
results of further monitoring and sampling,  the Company's estimate could change
in the near term. Future information and developments may require the Company to
continually reassess the impact of this matter.

Debt

    The Company has  outstanding  $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. The Notes contain certain transfer restrictions.

    The  Company  is a  party  to 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. 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   prepayment   requirements  based  on  asset
dispositions and issuance of securities,  as defined.  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  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest  coverage ratio and a maximum  indebtedness to EBITDA ratio, each ratio
as defined.  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 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 September 29, 2001.


                                       13

<PAGE>

Future Capital Needs

    The Company is highly leveraged.  On September 29, 2001, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$292.9 million and $60.2 million, respectively.

    The Company's  primary sources of capital are cash flows 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 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 September  29, 2001,  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; 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.

Recent Accounting Pronouncements

    The Financial Accounting Standards Board ("FASB") Emerging Issues Task Force
("EITF") has reached a consensus with respect to Issue No. 00-14 "Accounting for
Certain Sales  Incentives,"  including  point of sale coupons,  rebates and free
merchandise.  The consensus  included 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  revenue and not  classified as a sales or marketing  expense.
The Company currently records  reductions in price pursuant to coupons as sales,
marketing  and  distribution  expenses.  Upon  the  implementation  of the  EITF
consensus,  which is required in the first  quarter of fiscal 2002,  the Company
will  reclassify  current and prior period coupon  expense as a reduction of net
sales. Coupon expense was $1.1 million and $1.8 million for the thirty-nine week
periods  ended  September 29, 2001 and  September  30, 2000,  respectively.  The
implementation  of the EITF consensus will affect  classification of expenses in
the consolidated  statements of operations,  but will not have any effect on the
Company's net income.  The Company  includes free  merchandise  in cost of goods
sold as required by the new EITF consensus.

    In the fourth quarter of fiscal 2000, the Company  adopted the provisions of
the FASB's EITF Issue No. 00-10,  "Accounting For Shipping and Handling Fees and
Costs," which requires the Company to report all amounts billed to a customer in
a sale  transaction as revenue,  including those amounts related to shipping and
handling.  The  Company  has  historically  included  such  amounts  in sales as
required by the EITF.  Prior to such  adoption,  however,  shipping and handling
costs were included in sales, marketing and distribution expenses. In connection
with the adoption of EITF Issue No. 00-10, the Company has reclassified shipping
and  handling  costs  to cost of goods  sold in its  consolidated  statement  of
operations  for the thirteen and  thirty-nine  week periods ended  September 30,
2000. As a result of this  reclassification,  previously  reported cost of goods
sold increased and sales,  marketing and distribution expenses were decreased by
$4.0 million and $11.3  million for the thirteen  and  thirty-nine  week periods
ended September 30, 2000, respectively.

                                       14

<PAGE>

    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  included 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 revenue when recognized in the vendor's income statement. That
presumption can be overcome,  and the  consideration  may be  characterized as a
cost, if certain conditions are met. Upon  implementation of the EITF consensus,
which is  required  in the  first  quarter  of fiscal  2002,  the  Company  will
reclassify  certain  current and prior  period  expenses  as a reduction  of net
sales.  The Company is currently  evaluating the impact of adoption of this EITF
consensus.

    In July 2001, the FASB issued Statement No. 141, "Business Combinations" and
Statement  No.  142,  "Goodwill  and Other  Intangible  Assets."  Statement  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  141  also
specifies  criteria  intangible  assets  acquired in a purchase  method business
combination must meet to be recognized and reported apart from goodwill,  noting
that any purchase price allocable to an assembled workforce may not be accounted
for separately.  Statement 142 will require 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 142.
Statement  142 will also require 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 SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."

    The Company is required to adopt the provisions of Statement 141 immediately
and Statement 142 effective January 1, 2002.  Furthermore,  any goodwill and any
intangible asset determined to have an indefinite  useful life that are acquired
in a purchase  business  combination  completed  after June 30, 2001 will not be
amortized,  but will continue to be evaluated for impairment in accordance  with
the appropriate pre-Statement 142 accounting literature. Goodwill and intangible
assets  acquired in  business  combinations  completed  before July 1, 2001 will
continue to be amortized prior to the adoption of Statement 142.

    Statement 141 will require upon adoption of Statement  142, that the Company
evaluate its existing  intangible  assets and goodwill  that were  acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from  goodwill.  Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible  asset is identified as having an indefinite  useful
life, the Company will be required to test the  intangible  asset for impairment
in  accordance  with the  provisions  of Statement  142 within the first interim
period.  Any  impairment  loss will be measured  as of the date of adoption  and
recognized as the cumulative  effect of a change in accounting  principle in the
first interim period.

    In  connection  with  the  transitional   goodwill  impairment   evaluation,
Statement 142 will require the Company to perform an assessment of whether there
is an  indication  that  goodwill  is impaired  as of the date of  adoption.  To
accomplish this, the Company must identify its reporting units and determine the
carrying value of each  reporting unit by assigning the assets and  liabilities,
including the existing goodwill and intangible  assets, to those reporting units
as of the date of adoption. The Company will then have up to six months from the
date of adoption to determine the fair value of each  reporting unit and compare
it to the reporting  unit's carrying  amount.  To the extent a reporting  unit's
carrying amount


                                       15


<PAGE>


exceeds its fair value, an indication  exists that the reporting unit's goodwill
may be impaired and the Company must 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 it  assets  (recognized  and  unrecognized)  and
liabilities  in a manner  similar to a purchase  price  allocation in accordance
with Statement 141, to its carrying  amount,  both of which would be measured as
of the date of adoption. This second step is required to be completed as soon as
possible,  but no later than the end of the year of adoption.  Any  transitional
impairment  loss  will be  recognized  as the  cumulative  effect of a change in
accounting principle in the Company's statement of earnings.

    As of the date of adoption, the Company expects to have unamortized goodwill
in the amount of $122.3 million, and unamortized  identifiable intangible assets
in the amount of $152.8 million,  all of which will be subject to the transition
provisions of Statements 141 and 142.  Amortization  expense related to goodwill
was $3.9 million and $2.3  million for the year ended  December 31, 2000 and the
thirty-nine week period ended September 29, 2001,  respectively.  Because of the
extensive  effort needed to comply with adopting  Statements  141 and 142, it is
not practicable to reasonably  estimate the impact of adopting these  Statements
on the  Company's  consolidated  financial  statements  at this time,  including
whether any transitional  impairment losses will be required to be recognized as
the cumulative effect of a change in accounting principle.

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  September  29,  2001,  the  Company's  only
variable rate borrowings were under the Term Loan Facilities which 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 September 29, 2001, would result in an annual increase in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $1.8
million.


                                       16


<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.

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.

                                       17

<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)

2.4           Stock  Purchase  Agreement,  dated as of January 17, 2001,  by and
              among  Nonni's Food  Company,  Inc.,  B&G Foods,  Inc. and Burns &
              Ricker, Inc. (Filed with the Securities and Exchange Commission as
              Exhibit 2 to the  Company's  Report on Form 8-K filed  January 30,
              2001 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           Intentionally omitted.

3.6           Intentionally omitted.

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

                                       18
<PAGE>

              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)

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          Intentionally omitted.

3.14          Intentionally omitted.

3.15          Certificate of  Incorporation  of 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  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)

4.1           Indenture  dated as of August  11,  1997 by and  among 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., 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           Form of the  Company's 9% Senior  Notes due 2007.  (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)

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

                                       19

<PAGE>

              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          Intentionally omitted.

10.4          Intentionally omitted.

10.5          Amended and  Restated  Jams  Manufacturing  Agreement  dated as of
              March 3, 1997 by and between  Roseland  Manufacturing,  Inc.,  and
              International  Home Foods,  Inc.  (Filed with the  Securities  and
              Exchange  Commission  as  Exhibit  10.5  to  Amendment  No.  2  to
              Registration  Statement  No.  333-39813  on  February  4, 1998 and
              incorporated herein by reference)

10.6          Sales and Distribution Agreement dated as of March 19, 1993 by and
              between M. Polaner,  Inc. and DSD, Inc. (Filed with the Securities
              and Exchange  Commission  as Exhibit  10.6 to  Amendment  No. 2 to
              Registration  Statement  No.  333-39813  on  February  4, 1998 and
              incorporated herein by reference)

10.7          Spices Supply  Agreement dated as of March 19, 1993 by and between
              Bloch &  Guggenheimer,  Inc. and M. Polaner,  Inc. (Filed with the
              Securities  and Exchange  Commission  as Exhibit 10.7 to Amendment
              No. 2 to Registration  Statement No. 333-39813 on February 4, 1998
              and incorporated herein by reference)

10.8          Transition Services Agreement, dated as of February 5, 1999, among
              International  Home Foods,  Inc.,  M.  Polaner,  Inc. and Roseland
              Distribution  Company.  (Filed with the  Securities  and  Exchange
              Commission as Exhibit 2 to the Company's  Report on Form 8-K filed
              February 19, 1999 and incorporated herein by reference)

10.9          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)

10.10         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 with the  Securities and
              Exchange  Commission as Exhibit 4 to the Company's  Report on Form
              8-K filed February 19, 1999 and incorporated herein by reference)

10.11         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

                                       20

<PAGE>

              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)


10.12         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)


10.13         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)

10.14         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)

10.15         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
              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)

10.16         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)


(b)    Reports on Form 8-K

       None.

                                       21

<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 1, 2001              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)

2.4           Stock  Purchase  Agreement,  dated as of January 17, 2001,  by and
              among  Nonni's Food  Company,  Inc.,  B&G Foods,  Inc. and Burns &
              Ricker, Inc. (Filed with the Securities and Exchange Commission as
              Exhibit 2 to the  Company's  Report on Form 8-K filed  January 30,
              2001 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           Intentionally omitted.

3.6           Intentionally omitted.

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

                                       23

<PAGE>

              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)

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          Intentionally omitted.

3.14          Intentionally omitted.

3.15          Certificate of  Incorporation  of 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 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)

4.1           Indenture  dated as of August  11,  1997 by and  among 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., 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           Form of the  Company's 9% Senior  Notes due 2007.  (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)

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


                                       24


<PAGE>


              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          Intentionally omitted.

10.4          Intentionally omitted.

10.5          Amended and  Restated  Jams  Manufacturing  Agreement  dated as of
              March 3, 1997 by and between  Roseland  Manufacturing,  Inc.,  and
              International  Home Foods,  Inc.  (Filed with the  Securities  and
              Exchange  Commission  as  Exhibit  10.5  to  Amendment  No.  2  to
              Registration  Statement  No.  333-39813  on  February  4, 1998 and
              incorporated herein by reference)

10.6          Sales and Distribution Agreement dated as of March 19, 1993 by and
              between M. Polaner,  Inc. and DSD, Inc. (Filed with the Securities
              and Exchange  Commission  as Exhibit  10.6 to  Amendment  No. 2 to
              Registration  Statement  No.  333-39813  on  February  4, 1998 and
              incorporated herein by reference)

10.7          Spices Supply  Agreement dated as of March 19, 1993 by and between
              Bloch &  Guggenheimer,  Inc. and M. Polaner,  Inc. (Filed with the
              Securities  and Exchange  Commission  as Exhibit 10.7 to Amendment
              No. 2 to Registration  Statement No. 333-39813 on February 4, 1998
              and incorporated herein by reference)

10.8          Transition Services Agreement, dated as of February 5, 1999, among
              International  Home Foods,  Inc.,  M.  Polaner,  Inc. and Roseland
              Distribution  Company.  (Filed with the  Securities  and  Exchange
              Commission as Exhibit 2 to the Company's  Report on Form 8-K filed
              February 19, 1999 and incorporated herein by reference)

10.9          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)

10.10         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 with the  Securities and
              Exchange  Commission as Exhibit 4 to the Company's  Report on Form
              8-K filed February 19, 1999 and incorporated herein by reference)

10.11         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


                                       25


<PAGE>


              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)

10.12         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)

10.13         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)

10.14         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)

10.15         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
              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)

10.16         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)

                                       26