As filed with the Securities and Exchange Commission on November 3, 2000

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                For the quarterly period ended September 30, 2000

                                       or


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

             For the transition period from __________ to _________.

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

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

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

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


     Indicate  by check  whether  the  registrant:  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [  ]   No [  ]

     As of October 30, 2000, B&G Foods,  Inc. had one (1) share of common stock,
$.01 par value, outstanding, which was owned by an affiliate.

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<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index


<TABLE>
<CAPTION>
<S>      <C>                                                                                        <C>
                                                                                                     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............................................7

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

PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings.......................................................................13

         Item 2.   Changes in Securities and Use of Proceeds...............................................13

         Item 3.   Defaults Upon Senior Securities.........................................................13

         Item 4.   Submission of Matters to a Vote of Security Holders.....................................13

         Item 5.   Other Information.......................................................................13

         Item 6.   Exhibits and Reports on Form 8-K........................................................14
                   (a)    Exhibits
                   (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits.................................................................................19


</TABLE>


                                      (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>
<S>                                                          <C>                       <C>


                   Assets                                    September 30, 2000        January 1, 2000
                                                             ------------------        ---------------
                                                                     (Unaudited)
Current assets:
      Cash and cash equivalents                                  $         7,522 $          7,745
      Trade accounts receivable, net                                      24,769           25,852
      Inventories                                                         70,299           71,913
      Prepaid expenses                                                     2,823            2,297
      Deferred income taxes                                                5,063            5,063
                                                               ----------------------------------
           Total current assets                                          110,476          112,870

Property, plant and equipment, net                                        42,302           41,615
Intangible assets, net                                                   304,980          312,143
Other assets                                                              10,326           10,429
                                                                ---------------------------------

                                                                  $      468,084      $   477,057
                                                                =================================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                     $        15,841     $     11,552
      Trade accounts payable                                              26,714           23,640
      Accrued expenses                                                    12,149           18,057
      Due to related party                                                    83              208
                                                                ---------------------------------
           Total current liabilities                                      54,787           53,457

Long-term debt                                                           317,346          329,340
Deferred income taxes                                                     36,977           36,136
Other liabilities                                                            124               51
                                                                ---------------------------------
           Total liabilities                                             409,234          418,984

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           56,342
Retained earnings                                                          2,508            1,731
                                                                   ------------------------------
           Total stockholder's equity                                     58,850           58,073
                                                                   ------------------------------

                                                                     $   468,084      $   477,057
                                                                   ==============================

</TABLE>

                 See notes to consolidated financial statements.


                                       1


<PAGE>


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

<TABLE>
<CAPTION>
<S>                                       <C>                                   <C>

                                                     Thirteen Weeks Ended             Thirty-nine Weeks Ended
                                          September 30, 2000   October 2, 1999  September 30, 2000  October 2, 1999
                                          ------------------   ---------------  ------------------  ---------------

Net sales                                         $   89,080        $   87,552       $    258,241       $  241,652
Cost of goods sold                                    46,311            45,396            133,939          129,072
                                          ------------------------------------  ----------------------------------

           Gross profit                               42,769            42,156            124,302          112,580

Sales, marketing, and distribution expenses           29,903            29,282             85,272           76,598
General and administrative expenses                    3,195             3,722              9,883           10,503
Management fees-related party                            125               127                375              325
Special charge-severance                                   -                 -                250                -
                                              --------------       -----------        -----------    -------------

           Operating income                            9,546             9,025             28,522           25,154

Other expense:
      Interest expense-related parties                     0                 0                  0               15
      Interest expense                                 9,152             8,107             26,904           21,172
                                             ---------------------------------        ----------------------------

           Income before income tax expense              394               918              1,618            3,967

Income tax expense                                       205               442                841            1,936
                                             ---------------------------------        ----------------------------

           Net income                           $        189       $       476        $       777       $    2,031
                                             =================================        ============================

</TABLE>

                 See notes to consolidated financial statements.


                                       2


<PAGE>



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

                                                                         Thirty-nine Weeks Ended
                                                            September 30, 2000         October 2, 1999
                                                            ------------------         ---------------
Cash flows from operating activities
      Net income                                                   $  777                $  2,031
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                           11,723                  11,452
           Deferred income tax expense                                841                   1,936
           Amortization of deferred debt issuance costs             1,366                   1,011
           Changes in assets  and  liabilities, net of effects
               of  businesses acquired:
               Trade accounts receivable                            1,083                 (11,365)
               Inventories                                          1,614                  (8,114)
               Prepaid expenses                                      (526)                   (664)
               Other assets                                            (1)                    (43)
               Trade accounts payable                               3,074                   8,387
               Accrued expenses                                    (5,908)                 (1,953)
               Due to related parties                                (125)                   (622)
               Other liabilities                                       73                      27
                                                                 ---------------------------------

               Net cash provided by operating activities           13,991                   2,083
                                                                 --------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                             -                (224,532)
      Capital expenditures                                         (5,247)                 (4,678)
                                                                 ---------------------------------

               Net cash used in investing activities               (5,247)               (229,210)
                                                                  --------------------------------

</TABLE>

                                   (continued)


                                       3


<PAGE>


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

                                                                         Thirty-nine Weeks Ended
                                                            September 30, 2000         October 2, 1999
                                                            ------------------         ---------------

Cash flows from financing activities:
      Payments of long-term debt                                   (7,705)                (20,746)
      Proceeds from issuance of long-term debt                          -                 220,000
      Proceeds from capital contribution                                -                  35,000
      Payments of deferred debt issuance costs                     (1,262)                 (6,446)
                                                             -------------------------------------

               Net cash (used in) provided by
                 financing activities                              (8,967)                227,808
                                                             ------------------------------------

               (Decrease) increase in cash and
                 cash equivalents                                    (223)                    681

Cash and cash equivalents at beginning of period                    7,745                     599
                                                                 --------------------------------

Cash and cash equivalents at end of period                       $  7,522           $       1,280
                                                                 ================================

Supplemental disclosure of cash flow information -
     Cash paid for:
        Interest                                                  $28,277              $   12,554
                                                                  =======              ==========

        Income taxes                                              $   625              $       13
                                                                 ================================


                 See notes to consolidated financial statements.

</TABLE>


                                       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 30, 2000 and the results of their  operations  and their cash
         flows for the thirteen and thirty-nine week periods ended September 30,
         2000 and October 2, 1999.

         The results of operations for the thirteen and thirty-nine week periods
         ended September 30, 2000 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
         1999 Annual Report on Form 10-K filed with the  Securities and Exchange
         Commission on March 3, 2000.

         At the recent FASB  Emerging  Issues  Task Force  ("EITF")  meeting,  a
         consensus  was reached  with  respect to the issue of  "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,  the Company
         will reclassify  current and prior period coupon expense as a reduction
         of net  sales  as  required  thereby.  The  implementation  of the EITF
         consensus will affect  classification in the consolidated  statement of
         operations,  but will not have any effect on the  Company's net income.
         The Company is currently  assessing  the impact of the EITF  consensus.
         The Company includes free merchandise in cost of goods sold as required
         by the new EITF consensus.

(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, 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


                                      5


<PAGE>


         maple  syrup  requirements  during  the months of April  through  July.
         Consequently, its liquidity needs are greatest during these periods.

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

         Pro Forma Summary of Operations

         On February 5, 1999, the Company acquired certain assets of the Polaner
         and related brands  (collectively,  "Polaner") from  International Home
         Foods, Inc. for approximately $30,574, including transaction costs (the
         "Polaner Brands Acquisition"). On March 15, 1999, through a subsidiary,
         the Company  acquired  the assets of the  Heritage  Portfolio of Brands
         ("Heritage")  from  The  Pillsbury  Company,   Indivined  B.V.  and  IC
         Acquisition Corp. for  approximately  $194,126,  including  transaction
         costs (the "Heritage Brands Acquisition").  The following unaudited pro
         forma summary of operations for the thirty-nine  weeks ended October 2,
         1999  presents  the  results  of  operations  of the  Company as if the
         Polaner Brands  Acquisition  and the Heritage  Brands  Acquisition  had
         occurred on January 3, 1999.  In addition to  including  the results of
         operations of such acquisitions, the pro forma information gives effect
         primarily  to  interest  on  additional   borrowings   and  changes  in
         depreciation and amortization of intangible  assets.  Net sales and net
         income for the thirteen and  thirty-nine  week periods ended  September
         30,  2000 and  thirteen  week  period  ended  October  2,  1999 are not
         presented  below  because the  Company's  actual  results  reflect such
         acquired businesses for such periods.

                             Thirty-nine Weeks Ended
                                 October 2, 1999
                                 ---------------
         Net sales                  $ 267,641
         Net income                     4,442

         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 period  presented and is not intended
         to be a projection of future results.

(3)      Inventories

         Inventories consist of the following:
                                            September 30, 2000    anuary 1, 2000
                                            ------------------    --------------
         Raw materials and packaging        $         20,463              19,319
         Work in process                               2,555               1,513
         Finished goods                                47,281             51,081
                                            -----------------     --------------

                                            $         70,299      $       71,913
                                            ================      ==============


                                       6


<PAGE>


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


(4)      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 acquisitions to $30,000 in fiscal
         2000 and $40,000 thereafter. There were no borrowings outstanding under
         the revolving credit facility at September 30, 2000.

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

Results of Operations

        13 week period ended September 30, 2000 compared to 13 week period ended
October 2, 1999.

        Net Sales. Net sales increased $1.5 million or 1.7% to $89.1 million for
the thirteen week period ended September 30, 2000 (the "2000 Quarterly  Period")
from $87.6 million for the thirteen week period ended October 2, 1999 (the "1999
Quarterly  Period").  Sales of the  Company's  B&G branded  pickles and peppers,
Sason branded  flavor  enhancers,  Underwood  brands and Ac'cent  branded flavor
enhancers increased $1.1 million, $0.8 million, $0.7 million and $0.7 million or
9.4%,  95.8%,  8.4% and 0.6%,  respectively.  The Company's new line of Emeril's
Original branded products produced $1.7 million in sales. Sales of the Company's
Las Palmas brand,  Polaner brands and Joan of Arc brands decreased $1.2 million,
$1.1 million and $1.1 million or 17.3%, 9.2% and 22.7%,  respectively.  Sales of
the Company's other brands collectively decreased $0.1 million or 0.8%.

        Gross  Profit.  Gross  profit  increased  $0.6  million or 1.5% to $42.8
million for the 2000  Quarterly  Period from $42.2 million in the 1999 Quarterly
Period.  Gross profit  expressed as a


                                       7


<PAGE>


        percentage of net sales decreased to 48.0% for the 2000 Quarterly Period
from 48.1% in the 1999 Quarterly Period.

        Sales,  Marketing  and  Distribution  Expenses.   Sales,  marketing  and
distribution  expenses  increased  $0.6 million or 2.1% to $29.9  million in the
2000  Quarterly  Period from $29.3 million in the 1999  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  increased to 33.6% in the 2000
Quarterly  Period  from  33.4% in the 1999  Quarterly  Period.  Trade  promotion
spending  and  slotting  increased  $2.7  million  or  17.8%.  The  increase  in
promotional  spending  includes  a $2.6  million  increase  in  spending  on the
Heritage  brands.  Increases in  promotional  spending for the  Company's  other
brands,  taken as a whole,  accounted for the remaining  $0.1 million  increase.
Coupon and advertising  expenses  decreased $0.6 million or 32.2%.  Distribution
expenses  decreased  $1.1  million  or 16.5%.  All other  expenses  collectively
decreased $0.4 million or 1.4%.

        General and Administrative Expenses. General and administrative expenses
(including  amortization  of  intangibles  and management  fees)  decreased $0.5
million or 13.7% to $3.3 million for the 2000 Quarterly Period from $3.8 million
for the 1999 Quarterly  Period,  primarily due to a decrease in  amortization of
certain  transitional  charges of $0.3 million  related to the  Heritage  Brands
Acquisition along with a decrease in operating expenses of $0.2 million.

        Operating  Income.  As a  result  of  the  foregoing,  operating  income
increased  $0.5  million or 5.8% to $9.5 million for the 2000  Quarterly  Period
from $9.0 million for the 1999 Quarterly Period. Operating income expressed as a
percentage  of net sales  increased to 10.7% in the 2000  Quarterly  Period from
10.3% in the 1999 Quarterly Period.

        Interest  Expense.  Interest  expense  increased  $1.0  million  to $9.2
million for the 2000  Quarterly  Period from $8.1 million in the 1999  Quarterly
Period as a result of increased interest rates during the 2000 Quarterly Period.

        Income Tax Expense. Income tax expense for the 2000 Quarterly Period was
$0.2  million as  compared to $0.4  million in the 1999  Quarterly  Period.  The
Company's effective tax rate for the 2000 Quarterly Period was 52.0% as compared
to 48.1% in the 1999 Quarterly Period.

        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
30, 2000 and October 2, 1999 is calculated as follows (dollars in thousands):

                                               Thirteen weeks ended
                                               --------------------
                                       September 30, 2000     October 2, 1999
                                       ------------------     ---------------

Net income                                    $  0.2             $    0.5
Depreciation and amortization                    4.0                  4.4
Income tax expense                               0.2                  0.4
Interest expense                                 9.2                  8.1
                                              ------              -------
EBITDA                                        $ 13.6              $  13.4
                                              ======              =======


                                       8


<PAGE>


39 week period ended September 30, 2000 compared to 39 week period ended October
2, 1999.

        Net Sales.  Net sales  increased $16.6 million or 6.9% to $258.2 million
for the thirty-nine week period ended September 30, 2000 (the "2000 Year-to-Date
Period") from $241.7  million for the  thirty-nine  week period ended October 2,
1999 (the "1999  Year-to-Date  Period").  The net sales increase  included $19.5
million in the  aggregate  of  incremental  sales of  products  acquired  in the
Polaner Brands  Acquisition  and the Heritage Brands  Acquisition.  Sales of the
Company's Ac'cent branded flavor enhancers,  Underwood branded spreads and Sason
branded flavor enhancers  increased $1.2 million,  $0.8 million and $0.7 million
or 16.8%,  5.5% and 34.1%,  respectively.  The  Company's  new line of  Emeril's
Original branded products produced $1.7 million in sales. Sales of the Company's
Polaner brands, Joan of Arc brands, Las Palmas brand and B&G branded pickles and
peppers decreased $4.0 million,  $1.1 million,  $1.0 million and $0.6 million or
14.9%, 15.1%, 7.8% and 1.5%,  respectively.  Sales of the Company's other brands
collectively decreased $0.6 million or 0.5%.

        Gross Profit.  Gross profit  increased  $11.7 million or 10.4% to $124.3
million  for the 2000  Year-to-Date  Period  from  $112.6  million  for the 1999
Year-to-Date  Period.  Gross  profit  expressed  as a  percentage  of net  sales
increased  to 48.1%  in the  2000  Year-to-Date  Period  from  46.6% in the 1999
Year-to-Date  Period.  This was due to a  favorable  shift in the  sales  mix to
higher gross profit  margins from sales of the Company's  Heritage  Portfolio of
Brands  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  $8.7 million or 11.3% to $85.3 million in the
2000  Year-to-Date  Period from $76.6 million in the 1999  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  increased to 33.0% in the
2000 Year-to-Date Period from 31.7% in the 1999 Year-to-Date Period primarily as
a result of the Polaner Brands Acquisition and the Heritage Brands  Acquisition.
Additional expenses relating to these acquisitions accounted for $7.6 million of
the increase.  Trade  promotion  spending and slotting  expenses  increased $4.4
million or 14.8%.  The increase in  promotional  spending and slotting  expenses
includes  increases in spending on the Heritage  brands and Vermont Maid branded
pancake  syrups  of $5.7  million  and $0.5  million,  respectively,  which  was
partially  offset by a decrease in  promotional  spending of $1.2 million on B&G
branded pickles and peppers.  Increases in promotional spending and slotting for
the Company's other brands,  taken as a whole,  accounted for the remaining $0.4
million or 1.0%.  Brokerage  expenses and commissions  decreased $0.9 million or
13.2%, reflecting a reduced ongoing brokerage percentage.  Distribution expenses
decreased $2.2 million or 14.0%. All other expenses collectively  decreased $0.3
million or 0.5%.

        General and Administrative Expenses. General and administrative expenses
(including  amortization  of  intangibles  and management  fees)  decreased $0.6
million or 5.3% to $10.3  million  for the 2000  Year-to-Date  Period from $10.8
million for the 1999 Year-to-Date Period. Such decrease was due to a decrease in
operating  expenses of $0.9  million,  which was  partially  offset by increased
amortization  of intangibles in the amount of $0.3 million  associated  with the
Polaner Brands Acquisition and the Heritage Brands Acquisition.

        Operating  Income.  As a  result  of  the  foregoing,  operating  income
increased $3.4 million or 13.4% to $28.5 million in the 2000 Year-to-Date Period
from $25.2 million in the 1999 Year-to-Date  Period.  Operating income expressed
as a percentage of net sales increased to 11.0% in the 2000 Year-to-Date  Period
from 10.4% in the 1999 Year-to-Date Period.


                                       9


<PAGE>


        Interest  Expense.  Interest  expense  increased  $5.7  million to $26.9
million  for the  2000  Year-to-Date  Period  from  $21.2  million  in the  1999
Year-to-Date Period primarily as a result of increased interest rates during the
2000 Year-to-Date Period and the additional debt incurred by the Company to fund
the Polaner Brands Acquisition and the Heritage Brands Acquisition.

        Income Tax Expense.  Income tax expense for the 2000 Year-to-Date Period
was $0.8  million as compared to $1.9 million in the 1999  Year-to-Date  Period.
The Company's  effective tax rate for the 2000 Year-to-Date  Period was 52.0% as
compared to 48.8% in the 1999 Year-to-Date Period.

        The Company's  Adjusted EBITDA for the thirty-nine weeks ended September
30, 2000 and October 2, 1999 is calculated as follows (dollars in thousands):

                                               Thirty-nine weeks ended
                                               -----------------------
                                         September 30, 2000    October 2, 1999
                                         ------------------    ---------------

Net income                                      $  0.8            $    2.0
Depreciation and amortization                     11.7                11.5
Income tax expense                                 0.8                 1.9
Interest expense                                  26.9                21.2
                                                ------              ------
EBITDA                                            40.2                36.6
Special charge-severance                           0.3                 0.0
                                                ------              ------
Adjusted EBITDA                                 $ 40.5              $ 36.6
                                                ======              ======

Liquidity and Capital Resources

Cash Flows

        Cash provided by operating  activities  increased $11.9 million to $14.0
million  for  the  2000  Year-to-Date  Period  from  $2.1  million  in the  1999
Year-to-Date  Period.  The increase  was  primarily  due to increased  operating
activities as a result of the Polaner Brands Acquisition and the Heritage Brands
Acquisition  along with  decreases in  receivables  as a result of a decrease in
days sales outstanding and inventory.  Working capital at September 30, 2000 was
$55.7  million,  a decrease of $3.7 million  over working  capital at January 1,
2000 of $59.4 million.  The decrease in working  capital was due to a portion of
long term debt  becoming  current  which was  partially  offset by  decreases in
receivables, inventory and accrued expenses and an increase in accounts payable.

        Net cash used in investing  activities for the 2000 Year-to-Date  Period
was $5.2 million as compared to $229.2 million for the 1999 Year-to-Date Period.
Investment  expenditures  during the 1999  Year-to-Date  Period  included  $30.6
million for the Polaner Brands  Acquisition  and $194.0 million for the Heritage
Brands Acquisition.  Capital expenditures during the 2000 Year-to-Date Period of
$5.2 million included purchases of manufacturing and computer  equipment,  which
such expenditures  increased $0.5 million for the 2000 Year-to-Date  Period from
the $4.7  million  in similar  capital  expenditures  for the 1999  Year-to-Date
Period.

        Net cash used in financing  activities for the 2000 Year-to-Date  Period
was $9.0  million as compared to net cash  provided by financing  activities  of
$227.8 million for the 1999 Year-to-Date  Period. The net cash used by financing
activities for the 2000  Year-to-Date  Period included  payments of $7.5 million
due on the Term Loan A and $1.3 million of deferred debt issuance costs incurred
to amend the Senior Secured Credit  Facility,  along with monthly  capital lease
payments of $0.2 million.  The net cash provided by financing activities for the
1999 Year-to-Date Period was obtained primarily from


                                       10


<PAGE>


proceeds  from the issuance of long-term  debt and equity to finance the Polaner
Brands Acquisition and the Heritage Brands Acquisition.

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
has increased  significantly as a result of additional  indebtedness the Company
has incurred as a result of its recent acquisitions,  and will increase with 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.

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  acquisitions to
$30,000  in  fiscal  2000  and  $40,000  thereafter.  There  were no  borrowings
outstanding under the revolving credit facility at September 30, 2000.

Future Capital Needs

        The Company is highly  leveraged.  On September 30, 2000,  the Company's
total long-term debt (including current  installments) and stockholder's  equity
was $333.2 million and $58.8 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 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  $58.7  million at September  30, 2000,  and possible  future debt
financing  will be


                                       11


<PAGE>


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

        In June 1998, the Financial  Accounting  Standards Board ("FASB") issued
Statement on Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities."  SFAS No. 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 No. 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 No. 137 defers the effective date of
SFAS No. 133, requiring implementation of the provisions of SFAS No. 133 for all
quarters  of all fiscal  years  beginning  after June 15,  2000.  SFAS No.  138,
"Accounting for Certain Derivative  Instruments and Certain Hedging Activities,"
was issued in June 2000 amending certain  accounting and reporting  standards of
SFAS No. 133. These  Statements  should have no material impact on the Company's
consolidated financial statements.

        At the recent  FASB  Emerging  Issues  Task Force  ("EITF")  meeting,  a
consensus was reached with respect to the issue of "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,  the
Company will  reclassify  current and prior period coupon expense as a reduction
of net sales as required thereby.  The implementation of the EITF consensus will
affect classification in the consolidated statement of operations,  but will not
have any effect on the Company's net income. The Company is currently  assessing
the impact of the EITF consensus.  The Company includes free merchandise in cost
of goods sold as required by the new EITF consensus.

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


                                       12


<PAGE>


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 30, 2000, 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 30, 2000, would result in an annual increase in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.


                                       13


<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.


                                       14


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits


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

2.1                         Stock Purchase Agreement, dated July 2, 1998, by and
                            among  BGH  Holdings,  Inc.,  Maple  Grove  Farms of
                            Vermont, Inc., Up Country Naturals of Vermont, Inc.,
                            Les  Produits  Alimentaires  Jacques  et Fils  Inc.,
                            William F.  Callahan  and Ruth M.  Callahan.  (Filed
                            with  the  Securities  and  Exchange  Commission  as
                            Exhibit 2.1 to  Commission  Filing No.  333-39813 on
                            August 3, 1998 and incorporated herein by reference)
2.2                         Asset  Purchase  Agreement,  dated as of January 12,
                            1999, by and among  Roseland  Distribution  Company,
                            International Home Foods, Inc. and M. Polaner,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  1 to the  Company's  Report on Form 8-K
                            filed February 19, 1999 and  incorporated  herein by
                            reference)
2.3                         Asset  and  Stock  Purchase  Agreement,  dated as of
                            January  28,  1999,   by  and  among  The  Pillsbury
                            Company,  Indivined  B.V., IC  Acquisition  Company,
                            Heritage  Acquisition  Corp. and, as guarantor,  B&G
                            Foods,  Inc.  (Filed as Exhibit 2.1 to the Company's
                            Report  on  Form  8-K   filed   April  1,  1999  and
                            incorporated herein by reference)
3.1                         Certificate  of  Incorporation  of B&G  Foods,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.1 to  Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.2                         Bylaws of B&G Foods, Inc. (Filed with the Securities
                            and Exchange  Commission as Exhibit 3.2 to Amendment
                            No. 1 to  Registration  Statement  No.  333-39813 on
                            January   14,  1998  and   incorporated   herein  by
                            reference)
3.3                         Certificate of Incorporation  of BGH Holdings,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.3 to  Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.4                         Bylaws  of  BGH  Holdings,   Inc.  (Filed  with  the
                            Securities and Exchange Commission as Exhibit 3.4 to
                            Amendment  No.  1  to  Registration   Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.5                         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 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


                                       15


<PAGE>


                            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)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.20                        Bylaws  of  Burns &  Ricker,  Inc.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            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


                                       16


<PAGE>


                            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
                            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)


                                       17


<PAGE>


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 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
27.1                        Financial Data Schedule. (Filed herewith)


                                       18

<PAGE>


(b)      Reports on Form 8-K

         None.


                                       19


<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:  October 30, 2000          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)


                                       20


<PAGE>


                                  EXHIBIT INDEX


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

2.1                         Stock Purchase Agreement, dated July 2, 1998, by and
                            among  BGH  Holdings,  Inc.,  Maple  Grove  Farms of
                            Vermont, Inc., Up Country Naturals of Vermont, Inc.,
                            Les  Produits  Alimentaires  Jacques  et Fils  Inc.,
                            William F.  Callahan  and Ruth M.  Callahan.  (Filed
                            with  the  Securities  and  Exchange  Commission  as
                            Exhibit 2.1 to  Commission  Filing No.  333-39813 on
                            August 3, 1998 and incorporated herein by reference)
2.2                         Asset  Purchase  Agreement,  dated as of January 12,
                            1999, by and among  Roseland  Distribution  Company,
                            International Home Foods, Inc. and M. Polaner,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  1 to the  Company's  Report on Form 8-K
                            filed February 19, 1999 and  incorporated  herein by
                            reference)
2.3                         Asset  and  Stock  Purchase  Agreement,  dated as of
                            January  28,  1999,   by  and  among  The  Pillsbury
                            Company,  Indivined  B.V., IC  Acquisition  Company,
                            Heritage  Acquisition  Corp. and, as guarantor,  B&G
                            Foods,  Inc.  (Filed as Exhibit 2.1 to the Company's
                            Report  on  Form  8-K   filed   April  1,  1999  and
                            incorporated herein by reference)
3.1                         Certificate  of  Incorporation  of B&G  Foods,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.1 to  Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.2                         Bylaws of B&G Foods, Inc. (Filed with the Securities
                            and Exchange  Commission as Exhibit 3.2 to Amendment
                            No. 1 to  Registration  Statement  No.  333-39813 on
                            January   14,  1998  and   incorporated   herein  by
                            reference)
3.3                         Certificate of Incorporation  of BGH Holdings,  Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.3 to  Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.4                         Bylaws  of  BGH  Holdings,   Inc.  (Filed  with  the
                            Securities and Exchange Commission as Exhibit 3.4 to
                            Amendment  No.  1  to  Registration   Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.5                         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 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


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<PAGE>


                            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)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated        herein       by       reference)
3.20                        Bylaws  of  Burns &  Ricker,  Inc.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            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


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<PAGE>


                            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
                            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


                                       23


<PAGE>


                            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 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)
27.1                        Financial Data Schedule.  (Filed herewith)


                                       24