As filed with the Securities and Exchange Commission on May 17, 1999

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                  For the quarterly period ended April 3, 1999

                                       or


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

                   For the transition period from ________ to

                        Commission file number 333-39813



                                 B&G FOODS, INC.

        (Exact name of small business issuer as specified in its charter)

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

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

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


         Check whether the issuer (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 such shorter period that 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 April 3,  1999,  there  was 1 share  of the  registrant's  common
stock,  $.01 par  value,  outstanding,  which was owned by an  affiliate  of the
registrant.

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<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.

PART I.       FINANCIAL INFORMATION

         Item 1.

                a)  Consolidated Balance Sheets................................1

                b)  Consolidated Statements of Operations......................2

                c)  Consolidated Statements of Cash Flows......................3

                d)  Notes to Consolidated Financial Statements.................4

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

         Item 3.    Quantitative and Qualitative Disclosure about
                    Market Risk...............................................10

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.........................................10

         Item 2.    Change in Securities......................................10

         Item 3.    Defaults Upon Senior Securities...........................10

         Item 4.    Submission of Matters to a Vote of Security Holdings......10

         Item 5.    Other Information.........................................10

         Item 6.    Exhibits and Reports on Form 8-K..........................11
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits....................................................14

                                      (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                                         April 3, 1999        January 2, 1999
                                                                  -------------        ---------------
                                                                   (Unaudited)
Current assets:
      Cash and cash equivalents                                  $           926       $      599
      Trade accounts receivable, net                                      21,354           15,656
      Inventories                                                         61,098           39,764
      Prepaid expenses                                                     2,509            1,646
      Deferred income taxes                                                2,938            2,938
                                                                 --------------------------------
           Total current assets                                           88,825           60,603

Property, plant and equipment, net                                        42,152           26,486
Intangible assets, net                                                   317,913          119,542
Other assets                                                              11,260            5,242
                                                                 --------------------------------

                                                                  $      460,150       $  211,873
                                                                 ================================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                      $          250    $       1,431
      Trade accounts payable                                              14,759           17,508
      Accrued expenses                                                    13,315           10,335
      Due to related parties                                                 452              705
                                                                 ---------------------------------
           Total current liabilities                                      28,776           29,979

Long-term debt                                                           343,774          143,265
Deferred income taxes                                                     32,155           17,809
                                                                 ---------------------------------
           Total liabilities                                             404,705          191,053

Stockholder's equity:
Common stock, $.01 par value per share. Authorized
      1,000 shares; issued and outstanding 1 share in
      1999 and 1998                                                         -                -
Additional paid-in capital                                                56,342           21,342
Accumulated deficit                                                         (897)            (522)
           Total stockholder's equity                                     55,445           20,820
                                                                 ----------------------------------

                                                                 $       460,150      $   211,873
                                                                 ==================================
</TABLE>

                 See notes to consolidated financial statements.


<PAGE>


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

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

                                                                         Thirteen Weeks Ended
                                                                        April 3, 1999    April 4, 1998

Net sales                                                              $    56,480         $   38,398
Cost of goods sold                                                          32,711             23,473
                                                                       ------------------------------

           Gross profit                                                     23,769             14,925

Sales, marketing, and distribution expenses                                 16,978             10,740
General and administrative expenses                                          2,392              1,357
Management fees-related party                                                   73                 62
                                                                       -------------------------------

           Operating income                                                  4,326              2,766

Other expense:
      Interest expense-related parties                                          15                 15
      Interest expense                                                       5,046              3,220
                                                                       -------------------------------

           Loss before income tax benefit                                     (735)              (469)

Income tax benefit                                                            (360)              (233)
                                                                       -------------------------------

           Net loss                                                     $     (375)        $     (236)
                                                                       ================================

</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>    

                                                                         Thirteen Weeks Ended
                                                                 April 3, 1999           April 4, 1998
                                                                 -------------           -------------

Cash flows from operating activities
      Net loss                                                   $   (375)                $   236)
      Adjustments to reconcile net loss to net cash used
        in operating activities:
           Depreciation and amortization                            2,457                   1,651
           Deferred income tax benefit                               (360)                   (220)
           Amortization of deferred debt issuance costs               221                     147
           Changes in assets  and  liabilities, net of effects of
              businesses acquired:
               Trade accounts receivable                           (5,698)                  2,277
               Inventories                                          4,565                   2,962
               Prepaid expenses                                      (863)                    (12)
               Other assets                                           (37)                     (9)
               Trade accounts payable                              (2,749)                 (3,308)
               Accrued expenses                                      (470)                 (3,338)
               Due to related parties                                (253)                    (50)
                                                               -----------------------------------

               Net cash used in operating activities               (3,562)                   (136)
                                                               -----------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                      (222,570)                     -
      Capital expenditures                                         (1,667)                   (570)
      Proceeds from sales of property, plant and equipment           -                        346
                                                               -----------------------------------

               Net cash used in investing activities             (224,237)                   (224)
                                                               -----------------------------------

Cash flows from financing activities:
      Payments of long-term debt                                  (20,672)                    (95)
      Proceeds from issuance of long-term debt                    220,000                      -
      Proceeds from capital contribution                           35,000                     231
      Payments of deferred debt issuance costs                     (6,202)                   (127)
                                                               -----------------------------------

               Net cash provided by financing activities          228,126                       9
                                                               -----------------------------------

               Increase (decrease) in cash and cash equivalents       327                    (351)

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

Cash and cash equivalents at end of period                     $      926              $      340
                                                               ===================================

</TABLE>

                 See notes to consolidated financial statements.

                                       3

<PAGE>


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

(1)      Basis of Presentation

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

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

(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

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

         Acquisitions and Financing

         On July 17, 1998, through a subsidiary, the Company acquired all of the
         issued and  outstanding  capital stock of Maple Grove Farms of Vermont,
         Inc.,   Up  Country   Naturals  of  Vermont,   Inc.  and  Les  Produits
         Alimentaires  Jacques et Fils, Inc.  (collectively,  Maple Grove),  and
         William F. Callahan and Ruth M. Callahan  (collectively,  the Sellers),
         for aggregate consideration of $34,137,  consisting of $14,170 in cash,
         1,000 shares of common stock of B&G Foods Holdings, Inc. (Holdings, the
         Company's parent),  having an aggregate value of $10, and 990 shares of
         the 13% Series A  cumulative  preferred  stock of  Holdings,  having an
         initial aggregate  liquidation  preference of $990, plus the assumption
         of $17,325 in debt which was paid at closing and  transaction  costs of
         $1,265 and a post-closing  adjustment.  Financing for this  acquisition
         and certain  related  transaction  fees and  expenses  was  provided by
         borrowings  from the  Company's  $50,000  Credit  Facility  (the Credit
         Facility).  As a result  of the Maple  Grove  Acquisition,  a  consent,
         waiver and first  amendment of the Credit  Facility  was entered  into,
         which  included  among other things,  a  prospective  change in certain
         financial  covenants and a consent by the lender regarding the purchase
         of Maple Grove.

                                       4

<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (Dollars in Thousands)
                                   (Unaudited)
(continued)

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

         On March 15,  1999,  the Company  acquired  the assets and stock of the
         Heritage  Portfolio  of Brands,  ("Heritage"  or the  "Heritage  Brands
         Acquisition")   from  Pillsbury,   Inc.  for  approximately   $191,996,
         including  transaction costs. In connection with this transaction,  the
         Company   entered  into  a  $280,000  senior  secured  credit  facility
         comprised of a $60,000 five-year  revolving credit facility,  a $70,000
         five-year term loan facility ("Term Loan A") and a $150,000  seven-year
         term loan facility  ("Term Loan B" and  collectively  with Term Loan A,
         the "Term Loan Facilities").  The proceeds of the Term Loan Facilities,
         together  with an  additional  $35,000 of equity from BRS, were used to
         fund the Heritage Brands Acquisition and refinance borrowings under the
         Company's  Credit  facility  which had been used for the Polaner Brands
         Acquisition and the Maple Grove Acquisition.

         The above  acquisitions  have  been  accounted  for using the  purchase
         method and, accordingly, the assets acquired,  liabilities assumed, and
         results  of  operations  are  included  in the  consolidated  financial
         statements from the respective date of the acquisitions.  The excess of
         the  purchase  price  over the fair  value of  identifiable  net assets
         acquired,  representing  goodwill,  is included in  intangible  assets.
         Goodwill and trademarks resulting from the above acquisitions are being
         amortized over 40, and 25-40 years, respectively.

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirteen  weeks  ended  April 3, 1999 and April 4,  1998  presents  the
         operations  of the  Company  as if the  Maple  Grove  Acquisition,  the
         Polaner Brands  Acquisition  and the Heritage  Brands  Acquisition  had
         occurred  at the  beginning  of the periods  presented.  In addition to
         including the results of operations of the aforementioned entities, the
         pro forma  information gives effect primarily to interest on additional
         borrowings and changes in depreciation  and  amortization of intangible
         assets.  The pro  forma  summary  of  operations  reflects  preliminary
         estimates  of the  allocation  of the  purchase  price for the  Polaner
         Brands  Acquisition  and the Heritage Brands  Acquisition  which may be
         adjusted based upon a valuation study to be conducted.

                                                    Thirteen Weeks Ended
                                                 April 3, 1999     April 4, 1998
         Net sales                               $      82,469     $      81,110
         Net Income                                      1,761             2,041

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

                                       5

<PAGE>


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

(continued)

(3)      Inventories

         Inventories consist of the following:

                                             April 3, 1999     January 2, 1999

         Raw materials and packaging         $     13,078          $   10,337
         Work in process                            1,948               2,862
         Finished goods                            46,072              26,565
                                              -----------           ---------

                                              $    61,098           $   39,764
                                              ===========           ==========

(4)      Debt

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
         Subordinated Notes (the Notes) due August 1, 2007 with interest payable
         semiannually  of  February  1 and  August  1 of each  year,  commencing
         February  1,  1998.  The  proceeds  of the Notes were used to repay the
         outstanding  balances  together  with accrued and unpaid  interest with
         respect to the Company's $50 million Senior Secured Credit Facility and
         the Interim Notes, to finance the acquisition of JEM and to pay certain
         related fees and expenses and for general corporate purposes.

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

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

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

                                       6

<PAGE>

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

         13 Week  period  ended April 3, 1999  compared to 13 Week period  ended
         April 4, 1998.

         Net Sales.  Net sales increased $18.1 million or 47.1% to $56.5 million
for the thirteen week period ended April 3, 1999 (the "1999  Period") from $38.4
million for the thirteen  week period  ended April 4, 1998 (the "1998  Period").
The net sales increase included $18.2 million of sales from Maple Grove, Polaner
Brands,  and  Heritage  Brands  Acquisitions.   Sales  from  Trappey's  products
increased $0.5 million or 10.0%,  and Vermont Maid sales  increased $0.2 million
or 13.6%.  These sales  increases  were  partially  offset by a decrease of $0.4
million or 6.4% in sales of Burns & Ricker Snack Foods  products,  due primarily
to a decline in sales to the deli departments of grocery stores and $0.4 million
or 3.1% in sales of B&G Pickle and Pepper products,  due primarily to lower unit
volume in sales of food service products.

         Gross Profit.  Gross profit increased by $8.8 million or 59.3% to $23.8
million for the 1999  Period  from $14.9  million  from the 1998  Period.  Gross
profit as a percentage  of net sales  increased to 42.1% in the 1999 Period from
38.9% in the 1998  Period  due to a  favorable  shift in the sales mix to higher
gross profit  margins from Polaner and  Heritage,  along with reduced  labor and
overhead costs at our Burns & Ricker Snack Food manufacturing facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased  $6.2 million or 58.1% to $17.0 million in the
1999 Period from $10.7 million in the 1998 Period. Such expenses as a percentage
of net sales increased to 30.1% in the 1999 Period from 28.0% in the 1998 Period
due  primarily to the Maple  Grove,  Polaner and  Heritage  acquisitions.  These
acquisitions  accounted for $6.9 million of the increase,  which was offset by a
decrease of $0.6 million in B&G Pickle and Pepper products.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
by $1.0 million, or 73.7%, to $2.5 million for the 1999 Period from $1.4 million
for  the  1998  Period,  primarily  due  to  increased  operating  expenses  and
amortization  of  intangibles  associated  with the  Maple  Grove,  Polaner  and
Heritage acquisitions.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  by $1.6 million or 56.4% to $4.3 million in the 1999 Period from $2.8
million in the 1998 Period.  Operating  income  expressed as a percentage of net
sales increased to 7.7% in the 1999 Period from 7.2% in the 1998 Period.

         Interest  Expense.  Interest  expense  increased  $1.8  million to $5.0
million for the 1999 Period from $3.2  million in the 1998 Period as a result of
the additional debt incurred by the Company to fund the Maple Grove, Polaner and
Heritage acquisitions.

                                       7

<PAGE>


Liquidity and Capital Resources

Cash Flows

         Cash  used in  operating  activities  increased  $3.5  million  to $3.6
million for the 1999 Period from $0.1 million in the 1998 Period.  This increase
is primarily due to additional working capital needs related to the Maple Grove,
Polaner Brands and Heritage  Brands  Acquisitions.  Working  capital at April 3,
1999 was $60.0  million,  an increase of $29.4  million over working  capital at
January 2, 1999 of $30.6 million.

         Net cash used in  investing  activities  for the 1999 Period was $224.2
million as compared to $0.2  million for the 1998 Period.  The change  primarily
relates to the Polaner Brands and Heritage Brands Acquisitions for $30.6 million
and $192.0  million,  respectively,  in the 1999  Period.  Capital  expenditures
during the 1999 Period of $1.7 million included  purchases of manufacturing  and
computer equipment and were $1.1 million above $0.6 million in the 1998 Period.

         Net cash  provided  by  financing  activities  for the 1999  Period was
$228.1  million as compared  to $0.1  million  for the 1998  Period.  The change
relates primarily to the proceeds from the issuance of long-term debt and equity
in  the  1999  Period  to  finance  the  Polaner  Brands  and  Heritage   Brands
Acquisitions.

Acquisitions

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

Future Capital Needs

         The Company is highly leveraged.  On April 3, 1999, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$344.0 million and $55.4 million, respectively.

         The Company's  primary sources of capital are cash flow from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and  financing  acquisitions.  The  Company's  ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving credit facility of  approximately  $56.6 million at April 3, 1999, and
possible future debt financing will be sufficient for the foreseeable  future to
meet debt  service  requirements,  make future  acquisitions,  if any,  and fund
capital expenditures.  However, there can be no assurance in this regard or that
the terms available for any future financing, if required, would be favorable to
the Company.

                                       8

<PAGE>

Seasonality

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

Recent Accounting Pronouncements

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

Year 2000

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

The Company has assessed its mainframe,  operating and  application  systems for
Y2K  readiness,  giving the  highest  priority to those  information  technology
applications  (IT)  systems  that  are  considered   critical  to  its  business
operations.  At  present,  management  believes  that  approximately  75% of the
critical IT systems and non-IT  systems  have been  remediated.  Those  critical
systems not yet remediated are expected to be remediated by June 30, 1999.  With
respect to the Company's non critical IT and non-IT systems, management believes
that  approximately  50% of such  systems have been  remediated  and expects the
remaining systems to be remediated by September 30, 1999.

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

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

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

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

                                       9

<PAGE>

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 Disclosure About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse  movement in interest  rates.  As of April 3, 1999,  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 April 3, 1999,  would  result in an annual  increase  in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Change in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

                                       10

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
<TABLE>
<CAPTION>
         <S>                                <C>   

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

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

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

         Exhibit 10.1                       Revolving Credit Agreement, dated as of March 15, 1999,
                                            among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the
                                            several lenders from time to time party thereto, Lehman Brothers
                                            Inc., as Arranger, The Bank of New York, as Documentation Agent,
                                            Heller Financial, Inc., as Co-Documentation Agent, and Lehman
                                            Commercial Paper Inc. as Syndication Agent and Administrative Agent.

         Exhibit 10.2                       Term Loan Agreement, dated as of March 15, 1999,
                                            among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the
                                            several lenders from time to time party thereto, Lehman Brothers
                                            Inc., as Arranger, The Bank of New York, as Documentation Agent,
                                            Heller Financial, Inc., as Co-Documentation  Agent, and Lehman
                                            Commercial Paper, Inc., as Syndication Agent and Administrative Agent.

         Exhibit 10.3                       Guarantee and Collateral Agreement, dated as of March 15, 1999, by
                                            B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its
                                            subsidiaries in favor of Lehman Commercial Paper, Inc., as
                                            Administrative Agent.

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

         Exhibit 10.5                       Consent, Waiver and Second Amendment, dated as of January 12, 1999 to
                                            the Second Amended and Restated Credit Agreement, dated as of August
                                            11, 1997, among B&G Foods, Inc., the subsidiaries party thereto,
                                            Heller Financial, Inc., as agent and lender, and the other lenders
                                            party thereto (filed as an exhibit to

                                       11

<PAGE>


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

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

         Exhibit 27                         Financial Data Schedule
                                            (filed electronically with SEC only)

</TABLE>


(b)      Reports on Form 8-K

         Form 8-K filed February 19, 1999
         Form 8-K filed April 1, 1999
         Form 8-K/A filed April 21, 1999
         Form 8-K/A filed April 22, 1999

                                       12

<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:   May 17, 1999                       B&G FOODS, INC.




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

                                       13

<PAGE>



                                  EXHIBIT INDEX


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

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

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

Exhibit 10.1                       Revolving Credit Agreement dated as of March 15, 1999
                                   among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the
                                   several lenders from time to time party thereto, Lehman Brothers
                                   Inc., as Arranger, the Bank of New York, as Documentation Agent,
                                   Heller Financial, Inc., as Co-Documentation Agent, and Lehman
                                   Commercial Paper Inc. as Syndication Agent and Administrative Agent.

Exhibit 10.2                       Term Loan Agreement, dated as of March 15, 1999,
                                   among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the
                                   several lenders from time to time party thereto, Lehman Brothers
                                   Inc., as Arranger, The Bank of New York, as Documentation Agent,
                                   Heller Financial, Inc., as Co-Documentation  Agent, and Lehman
                                   Commercial Paper, Inc., as Syndication Agent and Administrative Agent.

Exhibit 10.3                       Guarantee and Collateral Agreement, dated as of March 15, 1999, by
                                   B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its
                                   subsidiaries in favor of Lehman Commercial Paper, Inc., as
                                   Administrative Agent.

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

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

                                       14

<PAGE>

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


Exhibit 27                         Financial Data Schedule

</TABLE>

                                       15