As filed with the Securities and Exchange Commission on October 30, 2002

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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


                For the quarterly period ended September 28, 2002

                                       or


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

               For the transition period from ______ to ________.

                        Commission file number 333-39813



                                B&G FOODS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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

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

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


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

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).     Yes  [   ]     No   [ X ]

         As of October 30,  2002,  B&G Foods,  Inc.  had one (1) share of common
stock, $.01 par value, outstanding, which was owned by an affiliate.

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


<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.       FINANCIAL INFORMATION

         Item 1.

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

                Consolidated Statements of Income...........................2

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

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

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

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

         Item 4.    Controls and Procedures................................17

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings......................................18

         Item 2.    Changes in Securities and Use of Proceeds..............18

         Item 3.    Defaults Upon Senior Securities........................18

         Item 4.    Submission of Matters to a Vote of Security Holders....18

         Item 5.    Other Information......................................18

         Item 6.    Exhibits and Reports on Form 8-K.......................19
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits


                                       i


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements

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

<TABLE>
<CAPTION>

                   Assets                                    September 28, 2002      December 29, 2001
                                                             ------------------      -----------------
                                                                     (Unaudited)
<S>                                                          <C>                     <C>
Current assets:
      Cash and cash equivalents                                   $        9,737     $     15,055
      Trade accounts receivable, net                                      20,591           21,621
      Inventories                                                         73,695           66,142
      Prepaid expenses                                                     2,936            1,790
      Deferred income taxes                                                1,672            1,672
                                                                  -------------------------------
           Total current assets                                          108,631          106,280

Property, plant and equipment, net                                        37,813           36,431
Goodwill, net                                                            112,319          112,319
Trademarks, net                                                          162,781          162,781
Other assets                                                              10,033            8,195
                                                                  -------------------------------

                                                                  $      431,577     $    426,006
                                                                  ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                      $          403     $     17,436
      Trade accounts payable                                              24,377           21,256
      Accrued expenses                                                    15,885           17,494
      Due to related party                                                    83              208
                                                                  -------------------------------
           Total current liabilities                                      40,748           56,394

Long-term debt                                                           278,335          271,839
Deferred income taxes                                                     37,794           34,701
Other liabilities                                                            278              236
                                                                  -------------------------------
           Total liabilities                                             357,155          363,170

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital                                                56,392           56,392
Retained earnings                                                         18,030            6,444
                                                                  -------------------------------
           Total stockholder's equity                                     74,422           62,836
                                                                  -------------------------------

                                                                  $      431,577     $    426,006
                                                                  ===============================

                 See notes to consolidated financial statements.
</TABLE>



<PAGE>


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


<TABLE>
<CAPTION>

                                                         Thirteen Weeks Ended            Thirty-nine Weeks Ended
                                                   September 28,     September 29,   September 28,   September 29,
                                                   --------------    --------------  --------------  -------------
                                                        2002              2001            2002            2001
                                                        ----              ----            ----            ----
<S>                                                  <C>               <C>             <C>             <C>
Net sales...................................         $   70,900        $   71,982      $  214,960      $  206,473
Cost of goods sold..........................             48,703            49,202         147,784         140,900
                                                     ----------        ----------      ----------      ----------
    Gross profit............................             22,197            22,780          67,176          65,573
Sales, marketing and distribution expenses                9,143             9,745          26,482          26,026
General and administrative expenses.........              1,063             3,489           3,652          10,593
Management fees.............................                125               125             375             375
Environmental clean-up......................                  -              (150)              -             950
                                                     ----------        ----------      ----------      ----------
    Operating income........................             11,866             9,571          36,667          27,629
Gain on sale of assets......................                  -                 -               -          (3,112)
Derivative gain.............................             (1,467)                -          (2,524)              -
Interest expense............................              6,853             7,150          19,787          23,181
                                                     ----------        ----------      ----------      ----------
    Income before income tax expense .......              6,480             2,421          19,404           7,560
Income tax expense .........................              2,619             1,336           7,818           4,173
                                                     ----------        ----------      ----------      ----------
    Net income .............................         $    3,861        $    1,085      $   11,586      $    3,387
                                                     ==========        ==========      ==========      ==========

                 See notes to consolidated financial statements.
</TABLE>


                                       2


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                       Thirty-nine Weeks Ended
                                                                                 Sep 28, 2002        Sep. 29, 2001
                                                                                 ------------        -------------
<S>                                                                              <C>                 <C>
Cash flows from operating activities:
Net income................................................................         $      11,586       $       3,387
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation and amortization..........................................                 3,886              10,653
   Deferred income tax expense............................................                 3,093               4,173
   Amortization of deferred debt issuance costs and bond discount.........                 1,944               1,462
   Gain on sale of assets.................................................                     -             (3,112)
   Changes in assets and liabilities, net of effects of net assets sold:
         Trade accounts receivable........................................                 1,030               1,635
         Inventories......................................................                (7,553)            (7,356)
         Prepaid expenses.................................................                (1,146)            (1,969)
         Other assets.....................................................                    33               (400)
         Trade accounts payable...........................................                 3,121               3,016
         Accrued expenses.................................................                (1,609)            (1,850)
         Due to related parties...........................................                  (125)              (125)
         Other liabilities................................................                    42                  73
                                                                                   --------------      -------------
     Net cash provided by operating activities............................                14,302               9,587

Cash flows from investing activities:
   Capital expenditures...................................................                (5,268)            (3,358)
   Net cash received for sale of assets...................................                     -              24,090
                                                                                   --------------      -------------
     Net cash (used in) provided by investing activities..................                (5,268)             20,732

Cash flows from financing activities:
   Payments of long-term debt.............................................              (109,418)           (36,450)
   Proceeds from issuance of equity.......................................                     -                  50
   Proceeds from issuance of long-term debt...............................                98,760                   -
   Payments of debt issuance costs........................................                (3,694)                  -
                                                                                   --------------      -------------
     Net cash used in financing activities................................               (14,352)           (36,400)
                                                                                   --------------      -------------
     Decrease in cash and cash equivalents................................                (5,318)            (6,081)

Cash and cash equivalents at beginning of period..........................                15,055              13,433
                                                                                   --------------      -------------
Cash and cash equivalents at end of period................................         $       9,737              $7,352
                                                                                   ==============      =============
Supplemental disclosure of cash flow information - Cash paid for:
     Interest.............................................................         $      21,872       $      26,345
     Income taxes.........................................................         $       2,175       $         199

                 See notes to consolidated financial statements.

</TABLE>

                                       3


<PAGE>


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



(1)      Basis of Presentation

         The accompanying  unaudited  consolidated  financial  statements of B&G
Foods, Inc. and subsidiaries (the "Company") contain all adjustments (consisting
only of normal  and  recurring  adjustments)  necessary  to  present  fairly the
Company's  consolidated  financial  position  as of  September  28, 2002 and the
results  of  their  operations  and  their  cash  flows  for  the  thirteen  and
thirty-nine week periods ended September 28, 2002 and September 29, 2001.

         The results of operations for the thirteen and thirty-nine week periods
ended  September  28, 2002 are not  necessarily  indicative of the results to be
expected for the full year. The accompanying  consolidated  financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes  included in the Company's  2001 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.

(2)      Adoption of New Accounting Standards

         In 2001, the Emerging  Issues Task Force  ("EITF")  reached a consensus
with  respect  to the  issue  of  "Accounting  for  Certain  Sales  Incentives,"
including  point of sale  coupons,  rebates and free  merchandise,  which became
effective for the Company in the first quarter of 2002. The consensus includes a
conclusion  that the value of such sales  incentives that results in a reduction
of the  price  paid by the  customer  should  be  netted  against  sales and not
classified as a sales or marketing  expense.  During 2001, the Company  recorded
reductions in price  pursuant to coupons as sales,  marketing  and  distribution
expenses.  As required,  the Company  implemented  the  provisions  of such EITF
consensus in the first quarter of fiscal 2002 and, as a result, has reclassified
prior  period  coupon  expense  as a  reduction  of net  sales.  Coupon  expense
reclassified  in  accordance  with  the  EITF  consensus  for the  thirteen  and
thirty-nine  week  periods  ended  September  29, 2001 was $0.4 million and $1.1
million,  respectively.  The  implementation  of the  provisions  of  such  EITF
consensus  alters  the   classification  of  certain  sales  incentives  in  the
consolidated  statements  of income  resulting in a reduction of sales and gross
margins,  but does not have any effect on the Company's  operating income or net
income. The Company  historically has included,  and continues to include,  free
merchandise in cost of goods sold, as required by the new EITF consensus.

         In April 2001,  the EITF reached a consensus with respect to EITF Issue
No. 00-25,  "Vendor Income  Statement  Characterization  of  Consideration  to a
Purchaser of the Vendor's  Products or Services," which became effective for the
Company in the first quarter of 2002. The consensus  includes a conclusion  that
consideration  from a vendor to a retailer is presumed to be a reduction  to the
selling prices of the vendor's products and, therefore,  should be characterized
as a reduction of sales when  recognized in the vendor's  income  statement.  As
required,  the Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  has  reclassified  certain prior
period expenses as a reduction of net sales. Such reclassification reduces sales
and gross margin, but does not have an impact on the Company's  operating income
or net income. Such expenses  reclassified in accordance with the EITF consensus
as a reduction of net sales and sales,  marketing and distribution  expenses for
the thirteen and  thirty-nine  week periods ended  September 29, 2001 were $12.2
million and $37.1 million, respectively.

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


                                       4


<PAGE>


<TABLE>
<CAPTION>
                                                       Thirteen weeks ended      Thirty-nine weeks ended
                                                       September 29, 2001          September 29, 2001
                                                      As Filed  Reclassified     As Filed  Reclassified
                                                      --------  ------------     --------  ------------
<S>                                                   <C>       <C>              <C>       <C>
Sales                                                  $84,632    $71,982        $244,678    $206,473
Gross profit                                            35,430     22,780         103,778      65,573
Sales, marketing and distribution expenses              22,395      9,745          64,231      26,026

</TABLE>

         In July 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement No. 142,  "Goodwill and Other  Intangible  Assets."  Statement No. 142
requires that goodwill and  intangible  assets with  indefinite  useful lives no
longer be amortized,  but instead  tested for  impairment  at least  annually in
accordance  with the  provisions  of Statement  No. 142.  Statement No. 142 also
requires that  intangible  assets with definite  useful lives be amortized  over
their respective  estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance  with FASB Statement No. 144,  "Accounting
for the  Impairment of Disposal of Long-Lived  Assets." The Company  adopted the
provisions of Statement No. 142 effective as of December 30, 2001.

         As required by Statement  No. 142, the Company  performed an assessment
to  determine  whether  goodwill of the Company was  impaired as of December 30,
2001,  the date of adoption by the Company of the  provisions  of Statement  No.
142.  In  connection  therewith,  the  Company  determined  that its  operations
consisted of one reporting unit. Under Statement No. 142, goodwill impairment is
deemed to exist if the net book value of a reporting unit's goodwill exceeds its
estimated fair value. The Company  determined that, as of December 30, 2001, the
fair value of the goodwill of the Company's reporting unit exceeded its carrying
amount,  and therefore  there is no indication  that goodwill was impaired as of
such date.  Accordingly,  the  Company is not  required  to perform  any further
transitional  impairment  tests. The Company will perform its annual  impairment
review each fiscal year end in the future.

         As of December 30, 2001,  the Company had  unamortized  goodwill in the
amount  of  $112.3  million,  and  unamortized  identifiable  intangible  assets
(trademarks) in the amount of $162.8 million. Effective as of December 30, 2001,
the Company  ceased the  amortization  of  goodwill  and all  trademarks  having
indefinite  useful  lives.  Amortization  expense  related to goodwill  was $0.8
million and $2.4 million,  respectively,  for the thirteen and thirty-nine  week
periods ended September 29, 2001. Amortization expense related to trademarks was
$1.3 million and $4.0 million,  respectively,  for the thirteen and  thirty-nine
week periods ended September 29, 2001.

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

<TABLE>
<CAPTION>
                                                       Thirteen weeks ended      Thirty-nine weeks ended
                                                       September 29, 2001          September 29, 2001
                                                       ------------------          ------------------
<S>                                                    <C>                       <C>

Reported net income                                        $1,085                      $3,387
Add back:  Goodwill amortization                              461                       1,382
Add back:  Trademark amortization                             820                       2,460
                                                           ------                      ------

Adjusted net income                                        $2,366                      $7,229
                                                           ======                      ======
</TABLE>

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

                                       5

<PAGE>


2001 and such  adoption had no effect on the  Company's  consolidated  financial
statements  for the thirteen and  thirty-nine  week periods ended  September 28,
2002.

(3)      Derivative Financial Instruments

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

(4)      Nature of Operations and Business Disposition

         Nature of Operations

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

         Sales  of a  number  of the  Company's  products  tend to be  seasonal;
however,  in the aggregate,  the Company's sales are not heavily weighted to any
particular  quarter.  The Company purchases most of the produce used to make its
shelf-stable  pickles,  relishes,  peppers,  olives and other related  specialty
items during the months of July  through  October,  and it purchases  all of its
maple syrup requirements during the months of April through July.  Consequently,
its liquidity needs are greatest during these periods.

         Business Disposition

         On January 17, 2001, the Company completed the sale of its wholly-owned
subsidiary,  Burns & Ricker,  Inc. ("Burns & Ricker"),  to Nonni's Food Company,
Inc. ("Nonni's") (the "B&R Disposition")  pursuant to a stock purchase agreement
of the same date under which the Company sold all of the issued and  outstanding
capital stock of Burns & Ricker to Nonni's for $26.0  million in cash.  The gain
on the sale, net of transaction  expenses,  was approximately $3.1 million.  The
Company  applied  the net cash  proceeds  from the B&R  Disposition  toward  the
partial prepayment of term loans, as required under the Company's Senior Secured
Credit Facility. See Note 6 below.

(5)      Inventories

         Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                   September 28, 2002     December 29, 2001
                                                                   ------------------     -----------------
<S>                                                                <C>                    <C>

Raw materials and packaging...................................        $      22,683          $     15,035
Work in process...............................................                2,521                 2,041
Finished goods................................................               48,491                49,066
                                                                      -------------          ------------
                                                                      $      73,695          $     66,142
                                                                      =============          ============

</TABLE>


                                       6


<PAGE>


(6)      Debt

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
(the  "Senior  Secured  Credit  Facility")  comprised  of  a  $60,000  five-year
revolving  credit facility  ("Revolving  Credit  Facility"),  a $70,000 (initial
amount)  five-year Term Loan A ("Term Loan A") and a $150,000  (initial  amount)
seven-year  Term Loan B ("Term Loan B," and together with Term Loan A, the "Term
Loan Facilities").  Interest is determined based on several alternative rates as
stipulated in the Senior  Secured  Credit  Facility,  including the base lending
rate per annum plus an applicable  margin,  or LIBOR plus an applicable  margin.
The Senior  Secured  Credit  Facility  is secured  by  substantially  all of the
Company's  assets.  The Senior  Secured Credit  Facility  provides for mandatory
prepayments  upon the  occurrence of certain  events,  including  material asset
dispositions  and issuances of securities.  The Senior  Secured Credit  Facility
contains  covenants that will restrict,  among other things,  the ability of the
Company to incur  additional  indebtedness,  pay  dividends  and create  certain
liens.  The Senior  Secured  Credit  Facility  also contains  certain  financial
covenants,  which,  among  other  things,  specify  and define  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest coverage ratio and a maximum indebtedness to EBITDA ratio.  Proceeds of
the Senior  Secured  Credit  Facility are  restricted  to funding the  Company's
working capital requirements, capital expenditures and acquisitions of companies
in the same line of  business  as the  Company,  subject to  certain  additional
criteria. The Senior Secured Credit Facility limits expenditures on acquisitions
to $40,000 per year.  There were no borrowings  outstanding  under the Revolving
Credit  Facility at September  28, 2002 and December 29, 2001.  The  outstanding
balances  for Term  Loan A and Term  Loan B at  September  28,  2002 were $0 and
$59,856, respectively.

         The Company has  outstanding  $220,000  of 9.625%  Senior  Subordinated
Notes (the "Notes") due August 1, 2007 with  interest  payable  semiannually  on
February 1 and August 1 of each year,  of which  $120,000  principal  amount was
originally issued in August 1997 and $100,000 principal amount (the "New Notes")
was issued by the Company  through a private  offering of the notes completed on
March 7, 2002. The Notes contain  certain  transfer  restrictions.  The proceeds
from the  issuance of the New Notes were used to pay off, in its  entirety,  the
then outstanding balance under Term Loan A, and to reduce the amount outstanding
under the Term Loan B, and pay related deferred debt issuance costs.

         As part of a  registration  rights  agreement  dated March 7, 2002, the
Company  agreed to offer to  exchange  an  aggregate  principal  amount of up to
$220,000 of its 9.625% Senior Subordinated Notes due 2007 (the "Exchange Notes")
for a like principal amount of its Notes outstanding (the "Exchange Offer"). The
terms of the Exchange  Notes are identical in all material  respects to those of
the Notes (including principal amount,  interest rate, maturity and guarantees),
except for certain transfer restrictions and registration rights relating to the
New Notes. The Exchange Offer was completed on June 27, 2002.

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

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

         On March 21,  2002,  the Company  entered  into an  interest  rate swap
agreement  with a major  financial  institution  pursuant  to which the  Company
agreed to pay a variable rate of three-month LIBOR plus 5.65% on


                                       7


<PAGE>


a notional  amount of $100,000 in exchange  for a fixed rate of 9.625%.  Because
the  interest  rate swap did not qualify as an effective  hedge,  changes in the
fair value are recorded in the  consolidated  statement  of income.  The Company
sold the interest rate swap agreement on August 7, 2002 for $2,524.  Included in
the  consolidated  statement of income are  derivative  gains  representing  the
change  in  fair  value  of  the  interest  rate  swap  of  $1,467  and  $2,524,
respectively,  for the thirteen and thirty-nine week periods ended September 28,
2002.

(7)      Environmental Matters

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

         The Company  recorded a charge of $1.1 million in the first  quarter of
fiscal 2001 to cover the expected cost of the clean-up,  which  approximates the
actual  amount spent on such clean-up  through  September 28, 2002. In the third
quarter of fiscal 2001, the Company received an insurance  reimbursement of $0.2
million  and  accrued  an   additional   $0.1  million  for  certain   remaining
miscellaneous  expenses.  Management  believes that  substantially  all expenses
relating to this matter have been  incurred and paid as of  September  28, 2002,
although future  information and developments may warrant or require the Company
to incur  additional  expenses.  At September  28, 2002,  there was no remaining
accrual related to this matter.

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

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

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


                                       8


<PAGE>


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

Results of Operations

         13 week period  ended  September  28,  2002  compared to 13 week period
ended September 29, 2001.

         Net Sales.  Net sales  decreased  $1.1 million or 1.5% to $70.9 million
for the  thirteen  week period  ended  September  28, 2002 (the "2002  Quarterly
Period")  from $72.0  million for the thirteen  week period ended  September 29,
2001 (the "2001  Quarterly  Period").  Sales of the  Company's  line of Emeril's
branded  products,  Las Palmas  brands,  Vermont Maid brands and Trappey  brands
increased  $1.4 million,  $0.7 million,  $0.4 million and $0.2 million or 30.8%,
15.0%, 48.9% and 6.6%, respectively.  These increases were more than offset by a
reduction  of sales in B&M Baked Beans,  Polaner  brands,  Underwood  brands and
Maple Grove  Farms of Vermont  products  in the  amounts of $1.3  million,  $1.0
million,  $0.6  million  and $0.5  million  or  20.7%,  10.5%,  9.1%  and  4.7%,
respectively.  All other brands  accounted  for an  additional  decrease of $0.4
million or 2.0%.  Trade promotion  spending,  which is netted against net sales,
expressed  as a  percentage  of  gross  sales  increased  to  16.5%  in the 2002
Quarterly Period from 16.0% in the 2001 Quarterly  Period.  This increase is due
to incremental trade spending against the B&M Baked Beans brand.

         Gross  Profit.  Gross  profit  decreased  $0.6 million or 2.6% to $22.2
million for the 2002 Quarterly  Period from $22.8 million for the 2001 Quarterly
Period.  Gross profit  expressed as a percentage of net sales decreased to 31.3%
for the  2002  Quarterly  Period  from  31.6%  for the  2001  Quarterly  Period,
primarily due to an increase in trade  promotion  spending and increased cost on
certain co-pack items.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  decreased  $0.6  million or 6.2% to $9.1 million for the
2002  Quarterly  Period from $9.7 million for the 2001  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  decreased to 12.9% in the 2002
Quarterly  Period  from  13.5% in the 2001  Quarterly  Period.  Marketing  costs
decreased $0.6 million or 20.1% and warehousing  costs decreased $0.3 million or
21.1%.  These decreases were partially offset by an increase in selling expenses
of $0.3 million or 4.7% relating to increased sales compensation and brokerage.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles in the 2001 Quarterly  Period)
and management fees decreased $2.4 million or 67.1% to $1.2 million for the 2002
Quarterly Period from $3.6 million in the 2001 Quarterly Period. Amortization of
goodwill and other  intangibles with indefinite useful lives decreased from $2.1
million in the 2001  Quarterly  Period to $0 in the 2002  Quarterly  Period as a
result of the  implementation  of the  provisions of FASB Statement No. 142. All
other general and administrative expenses collectively decreased $0.3 million in
the 2002 Quarterly Period.

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

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  $2.3 million or 24% to $11.9  million for the 2002  Quarterly  Period
from $9.6 million for the 2001 Quarterly Period. Operating income expressed as a
percentage  of net sales  increased to 16.7% in the 2002  Quarterly  Period from
13.3% in the 2001 Quarterly Period.

         Derivative  Gain.  Income  of $1.5  million  was  recorded  in the 2002
Quarterly  Period  reflecting  the  change  in the fair  value of the  Company's
interest rate swap agreement  from June 29, 2002 (the  Company's  second quarter
end date) through the date the interest rate swap agreement was sold. See "Debt"
below.

         Interest  Expense.  Interest  expense  decreased  $0.3  million to $6.9
million for the 2002  Quarterly  Period from $7.2 million in the 2001  Quarterly
Period as a result of lower  outstanding  loan balances and lower interest rates
in the 2002 Quarterly Period.


                                       9


<PAGE>


         Income Tax Expense.  Income tax expense increased $1.3 million or 96.0%
to $2.6  million for the 2002  Quarterly  Period  from $1.3  million in the 2001
Quarterly Period. The Company's effective tax rate for the 2002 Quarterly Period
was 40.4% as compared to 55.2% in the 2001 Quarterly Period. The decrease in the
effective rate is due to the  non-amortization of goodwill and trademarks in the
2002 Quarterly Period as a result of the adoption of FASB Statement No. 142.

         Because of the highly leveraged status of the Company,  earnings before
derivative  gain,   interest,   taxes,   depreciation  and   amortization,   and
environmental  clean-up charges ("Adjusted EBITDA") is an important  performance
measure  used by the  Company  and its  investors.  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 28, 2002 and September 29, 2001 is calculated as
follows (dollars in millions):

                                                   Thirteen weeks ended
                                                   --------------------
                                           Sept. 28, 2002       Sept. 29, 2001
                                           --------------       --------------

Net income                                     $   3.9             $    1.1
Depreciation and amortization                      1.3                  3.6
Income tax expense                                 2.6                  1.3
Interest expense                                   6.9                  7.2
                                               --------            --------
EBITDA                                            14.7                 13.2
Environmental clean-up                             0.0                 (0.2)
Derivative gain                                   (1.5)                 0.0
                                               --------            --------
Adjusted EBITDA                                $  13.2             $   13.0
                                               ========            ========


39 week period ended September 28, 2002 compared to 39 week period ended
September 29, 2001.

         Net Sales.  Net sales  increased $8.5 million or 4.1% to $215.0 million
for the thirty-nine week period ended September 28, 2002 (the "2002 Year-to-Date
Period") from $206.5 million for the thirty-nine week period ended September 29,
2001 (the "2001 Year-to-Date  Period").  Sales of the Company's line of Emeril's
branded products, Las Palmas brands,  Ac'cent branded flavor enhancers,  Trappey
brands,  Wright's  brand and Vermont Maid brands  increased  $6.5 million,  $1.9
million,  $1.3 million,  $0.5  million,  $0.3 million and $0.3 million or 54.3%,
15.2%, 11.0%, 5.1%, 8.7% and 11.6%, respectively. These increases were partially
offset by a reduction of sales,  in the amount of $0.5 million,  relating to the
brands sold in connection  with the B&R Disposition and a reduction of sales for
Polaner  brands,  B&G  pickles  and peppers and B&M Baked Beans in the amount of
$0.7 million,  $0.7 million and $0.6 million or 2.7%,  2.1% and 2.6%.  All other
brands  accounted  for an  additional  increase of $0.2  million or 0.2%.  Trade
promotion spending, which is netted against net sales, expressed as a percentage
of gross sales increased slightly to 17.0% for the 2002 Year-to-Date Period from
16.8% in the 2001 Year-to-Date Period. This increase is due to incremental trade
spending against the B&M Baked Beans brand.

         Gross  Profit.  Gross  profit  increased  $1.6 million or 2.4% to $67.2
million  for the  2002  Year-to-Date  Period  from  $65.6  million  in the  2001
Year-to-Date  Period.  Gross  profit  expressed  as a  percentage  of net  sales
decreased  to 31.3%  for the 2002  Year-to-Date  Period  from  31.8% in the 2001
Year-to-Date Period, primarily due to an increase in the cost of maple syrup and
certain co-pack items offset partially by a reduction of delivery expenses in an
amount equal to 0.4% of net sales.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased  $0.5 million or 1.8% to $26.5 million for the
2002 Year-to-Date  Period from $26.0 million for the 2001  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  decreased to 12.3% in the
2002  Year-to-Date  Period from 12.6% in the 2001 Year-to-Date  Period.  Selling
expenses  increased  $0.7 million or 4.5%


                                       10


<PAGE>


relating to sales compensations and brokerage and marketing costs increased $0.4
million or 6.3%. These increases were offset by a decrease in warehousing  costs
of $0.6 million or 15.9%.

         General  and  Administrative   Expenses.   General  and  administrative
expenses (including amortization of intangibles in the 2001 Year-to-Date Period)
and management fees decreased $6.9 million or 63.3% to $4.0 million for the 2002
Year-to-Date  Period  from  $11.0  million  in  the  2001  Year-to-Date  Period.
Amortization  of goodwill and other  intangibles  with  indefinite  useful lives
decreased  from $6.4 million in the 2001  Year-to-Date  Period to $0 in the 2002
Year-to-Date  Period as a result of the implementation of the provisions of FASB
Statement No. 142. All other general and  administrative  expenses  collectively
decreased $0.5 million in the 2002 Year-to-Date Period.

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

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  $9.0  million  or 32.7% to $36.7  million  for the 2002  Year-to-Date
Period from $27.6 million for the 2001  Year-to-Date  Period.  Operating  income
expressed  as a  percentage  of  net  sales  increased  to  17.1%  in  the  2002
Year-to-Date Period from 13.4% in the 2001 Year-to-Date Period.

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

         Derivative  Gain.  Income of $2.5  million  was  recorded  for the 2002
Year-to-Date  Period  reflecting  the  change  in fair  value  of the  Company's
interest  rate swap  agreement  since the Company  entered  into such  agreement
(March 21, 2002). See "Debt" below.

         Interest  Expense.  Interest  expense  decreased  $3.4 million to $19.8
million  for the  2002  Year-to-Date  Period  from  $23.2  million  in the  2001
Year-to-Date  Period as a result of lower  outstanding  loan  balances and lower
interest rates in the 2002 Year-to-Date Period.

         Income Tax Expense.  Income tax expense increased $3.6 million or 87.3%
to $7.8 million for the 2002  Year-to-Date  Period from $4.2 million in the 2001
Year-to-Date  Period. The Company's effective tax rate for the 2002 Year-to-Date
Period  was 40.3% as  compared  to 55.2% in the 2001  Year-to-Date  Period.  The
decrease in the effective  rate is due to the  non-amortization  of goodwill and
trademarks in the 2002  Year-to-Date  Period as a result of the adoption of FASB
Statement No. 142.

         Because of the highly leveraged status of the Company,  earnings before
derivative gain, interest, taxes,  depreciation and amortization,  environmental
clean-up charges and gain on sale of assets ("Adjusted  EBITDA") is an important
performance measure used by the Company and its investors.  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
thirty-nine  weeks ended September 28, 2002 and September 29, 2001 is calculated
as follows (dollars in millions):

                                                  Thirty-nine weeks ended
                                                  ------------------------
                                            Sept. 28, 2002       Sept. 29, 2001
                                            --------------       --------------

Net income                                     $   11.6             $    3.4
Depreciation and amortization                       3.9                 10.6
Income tax expense                                  7.8                  4.2
Interest expense                                   19.8                 23.2
                                               ---------            --------
EBITDA                                             43.1                 41.4
Environmental clean-up                              0.0                  0.9
Derivative gain                                    (2.5)                 0.0
Gain on sale of assets                              0.0                 (3.1)
                                               ---------            ---------
Adjusted EBITDA                                $   40.6             $   39.2
                                               =========            =========


                                       11


<PAGE>


Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased $4.7 million to $14.3
million  for the 2002  Year-to-Date  Period  from  cash  provided  by  operating
activities of $9.6 million in the 2001 Year-to-Date Period. The increase was due
primarily to an increase in net income.  Working  capital at September  28, 2002
was $67.9 million, an increase of $18.0 million over working capital at December
29, 2001 of $49.9 million.  The increase in working capital was primarily due to
the refinancing of long-term debt described below.

         Net cash used in investing  activities for the 2002 Year-to-Date Period
was $5.3  million as compared to net cash  provided by investing  activities  of
$20.7  million  for the  2001  Year-to-Date  Period.  The net cash  provided  by
investing  activities  in the 2001  Year-to-Date  Period  reflects  the proceeds
received  from the B&R  Disposition  in the  amount  of $24.1  million.  Capital
expenditures  during  the 2002  Year-to-Date  Period  of $5.3  million  included
purchases of  manufacturing  and computer  equipment and were $1.9 million above
the $3.4  million  in similar  capital  expenditures  for the 2001  Year-to-Date
Period.  The  Company  has  budgeted  approximately  $6.0  million  for  capital
expenditures for fiscal 2002.

         Net cash used in financing  activities for the 2002 Year-to-Date Period
was $14.4 million as compared to $36.4 million for the 2001 Year-to-Date Period.
The net cash  used by  financing  activities  for the 2002  Year-to-Date  Period
included a payment of $38.3  million  toward the  remaining  balance of the Term
Loan A and a partial  prepayment of $70.8 million  toward the Term Loan B. These
payments  totaled $109.1  million,  and included $95.8 million in prepayments of
Term Loan A and Term  Loan B, the  Company's  required  $0.3  million  quarterly
payments  under Term Loan B and an additional  prepayment of $13.0 million under
Term Loan B. The net cash used by financing activities for the 2001 Year-to-Date
Period  included  payments  of $17.2  million  due on the Term  Loan A and $19.1
million due on the Term Loan B. These payments  included a mandatory  prepayment
made in January 2001 of an aggregate of $26.0 million  required under the Senior
Secured Credit Facility in connection with the B&R Disposition.  In addition,  a
payment of $0.3 million was made toward capital leases in the 2002  Year-to-Date
Period.

Acquisitions

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

Environmental Clean-Up

         On January 17,  2001,  the Company  became aware that fuel oil from its
underground storage tank at its Roseland,  New Jersey facility had been released
into the  ground  and into a brook  adjacent  to such  property.  The New Jersey
Department  of  Environmental   Protection   ("NJDEP")   initially   engaged  an
environmental  services  firm to address  the  clean-up of the oil in the brook;
and, with the approval of the NJDEP,  the Company  retained  such  environmental
services firm on January 18, 2001 for the same purpose. In addition, the Company
hired another  environmental  services firm to address the on-site oil impact to
subsurface  soils.  Since  January 17,  2001,  together  with its  environmental
services  firms,  the Company has worked to clean-up the oil and has  cooperated
with the NJDEP. Both  environmental  services firms have completed the site work


                                       12


<PAGE>


and  believe  they have  remediated  the site such that no further  clean-up  is
warranted.  In September  2001,  both firms  submitted its findings to the NJDEP
along with  recommendations  for no further action. To date, the Company has not
received a response to such  recommendations from the NJDEP. NJDEP could require
additional   investigation   before   acceding   to   the  no   further   action
recommendations,  but the cost of such additional  investigation is not expected
to have a  material  adverse  effect  on the  Company's  consolidated  financial
condition, results of operations or liquidity.

         The Company  recorded a charge of $1.1 million in the first  quarter of
fiscal 2001 to cover the expected cost of the clean-up,  which  approximates the
actual  amount spent on such clean-up  through  September 28, 2002. In the third
quarter of fiscal 2001, the Company received an insurance  reimbursement of $0.2
million  and  accrued  an   additional   $0.1  million  for  certain   remaining
miscellaneous  expenses.  Management  believes that  substantially  all expenses
relating to this matter have been  incurred and paid as of  September  28, 2002,
although future  information and developments may warrant or require the Company
to incur  additional  expenses.  At September  28, 2002,  there was no remaining
accrual related to this matter.

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

Debt

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
(the  "Senior  Secured  Credit  Facility")  comprised  of  a  $60,000  five-year
revolving  credit facility  ("Revolving  Credit  Facility"),  a $70,000 (initial
amount)  five-year Term Loan A ("Term Loan A") and a $150,000  (initial  amount)
seven-year  Term Loan B ("Term Loan B," and together with Term Loan A, the "Term
Loan Facilities").  Interest is determined based on several alternative rates as
stipulated in the Senior  Secured  Credit  Facility,  including the base lending
rate per annum plus an applicable  margin,  or LIBOR plus an applicable  margin.
The Senior  Secured  Credit  Facility  is secured  by  substantially  all of the
Company's  assets.  The Senior  Secured Credit  Facility  provides for mandatory
prepayments  upon the  occurrence of certain  events,  including  material asset
dispositions  and issuances of securities.  The Senior  Secured Credit  Facility
contains  covenants that will restrict,  among other things,  the ability of the
Company to incur  additional  indebtedness,  pay  dividends  and create  certain
liens.  The Senior  Secured  Credit  Facility  also contains  certain  financial
covenants,  which,  among  other  things,  specify  and define  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest coverage ratio and a maximum indebtedness to EBITDA ratio.  Proceeds of
the Senior  Secured  Credit  Facility are  restricted  to funding the  Company's
working capital requirements, capital expenditures and acquisitions of companies
in the same line of  business  as the  Company,  subject to  certain  additional
criteria. The Senior Secured Credit Facility limits expenditures on acquisitions
to $40,000 per year.  There were no borrowings  outstanding  under the Revolving
Credit  Facility at September  28, 2002 and December 29, 2001.  The  outstanding
balances  for Term  Loan A and Term  Loan B at  September  28,  2002 were $0 and
$59,856, respectively.

         The Company has  outstanding  $220,000  of 9.625%  Senior  Subordinated
Notes (the "Notes") due August 1, 2007 with  interest  payable  semiannually  on
February 1 and August 1 of each year,  of which  $120,000  principal  amount was
originally issued in August 1997 and $100,000 principal amount (the "New


                                       13


<PAGE>


Notes")  was  issued by the  Company  through a  private  offering  of the notes
completed on March 7, 2002. The Notes contain certain transfer restrictions. The
proceeds  from the  issuance  of the New  Notes  were  used to pay  off,  in its
entirety,  the then  outstanding  balance  under  Term Loan A, and to reduce the
amount outstanding under the Term Loan B, and pay related deferred debt issuance
costs.

         As part of a  registration  rights  agreement  dated March 7, 2002, the
Company  agreed to offer to  exchange  an  aggregate  principal  amount of up to
$220,000 of its 9.625% Senior Subordinated Notes due 2007 (the "Exchange Notes")
for a like principal amount of its Notes outstanding (the "Exchange Offer"). The
terms of the Exchange  Notes are identical in all material  respects to those of
the Notes (including principal amount,  interest rate, maturity and guarantees),
except for certain transfer restrictions and registration rights relating to the
New Notes. The Exchange Offer was completed on June 27, 2002.

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

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

         On March 21,  2002,  the Company  entered  into an  interest  rate swap
agreement  with a major  financial  institution  pursuant  to which the  Company
agreed to pay a  variable  rate of  three-month  LIBOR  plus 5.65% on a notional
amount of $100,000 in exchange for a fixed rate of 9.625%.  The Company sold the
interest  rate swap  agreement  on August 7, 2002 for  $2,524.  Included  in the
consolidated statement of income are derivative gains representing the change in
fair value of the interest rate swap of $1,467 and $2,524, respectively, for the
thirteen and thirty-nine week periods ended September 28, 2002.

Future Capital Needs

         The Company is highly leveraged. On September 28, 2002, the Company's
total long-term debt (including current installments) and stockholder's equity
was $278.7 million and $74.4 million, respectively.

         The Company's primary sources of capital are cash flows from operations
and  borrowings  under the Revolving  Credit  Facility.  The  Company's  primary
capital requirements include debt service, capital expenditures, working capital
needs  and  financing  for  acquisitions.  The  Company's  ability  to  generate
sufficient cash to fund its operations  depends  generally on the results of its
operations  and the  availability  of financing.  Management  believes that cash
flows from operations in conjunction with the available borrowing capacity under
the  Revolving  Credit  Facility,  net of  outstanding  letters  of  credit,  of
approximately  $59.0  million at September  28, 2002,  and possible  future debt
financing  will be sufficient  for the  foreseeable  future to meet debt service
requirements,  make future acquisitions,  if any, and fund capital expenditures.
However,  there can be no assurance  in this regard or that the terms  available
for any future financing, if required, would be favorable to the Company.

Seasonality

         Sales of a number of the Company's products tend to be seasonal. In the
aggregate,  however,  the  Company's  sales  are  not  heavily  weighted  to any
particular  quarter.  The Company purchases most of the


                                       14


<PAGE>


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 2002, the FASB issued Statement No. 146,  "Accounting for Costs
Associated with Exit or Disposal  Activities." This Statement requires companies
to recognize  costs  associated  with exit or disposal  activities when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
Previous  accounting  guidance was  provided by EITF Issue No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring)"  ("EITF 94-3").
Statement  No. 146  replaces  EITF 94-3.  The  Company is  required to adopt the
provisions of this Statement for any exit or disposal activities initiated after
December 31, 2002. As this  Statement  will be applied  prospectively  after the
adoption date and will depend on future  actions  initiated by  management,  the
Company cannot determine the impact, if any, that the adoption of this Statement
will have on its consolidated financial statements.

Related-Party Transactions

         The  Company  is  party  to a  management  agreement  (the  "Management
Agreement")  with  Bruckmann,  Rosser,  Sherrill & Co., Inc. ("BRS & Co."),  the
manager of Bruckmann,  Rosser,  Sherrill & Co., L.P. ("BRS"),  pursuant to which
BRS & Co.  is paid an  annual  fee of $500  per  year  for  certain  management,
business  and  organizational  strategy,  and merchant  and  investment  banking
services.  BRS and  its  affiliates,  together  with  members  of the  Company's
management  and  Board of  Directors,  own B&G  Foods  Holding  Corp.,  the sole
stockholder of the Company.  The Management Agreement will expire on the earlier
of December 27, 2006 and the date that BRS owns less than 20% of the outstanding
common  stock  of B&G  Foods  Holding  Corp.  The  Company  is also  party  to a
transaction  services  agreement  pursuant  to  which  BRS & Co.  will be paid a
transaction fee for management,  financial and other corporate advisory services
rendered by BRS & Co. in connection with acquisitions by the Company,  which fee
will not  exceed  1.0% of the total  transaction  value.

         The Company  leases a  manufacturing  and  warehouse  facility from the
Chairman of the Board of Directors of the Company.

Critical Accounting Policies

         The  Securities  and Exchange  Commission  recently  issued  disclosure
guidance  for  "critical   accounting   policies."  The  SEC  defines  "critical
accounting  policies" as those that require  application  of  management's  most
difficult,  subjective  or complex  judgments,  often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods.

         The  significant  accounting  policies  are  described in Note 1 of the
notes to consolidated financial statements included in the Company's 2001 Annual
Report on Form 10-K. Not all of these  significant  accounting  policies require
management  to make  difficult,  subjective  or complex  judgments or estimates.
However,  the following  policies could be deemed to be critical  within the SEC
definition.

         Management is required to make certain estimates and assumptions during
the  preparation  of  consolidated   financial  statements  in  accordance  with
accounting principles generally accepted in the United States of America.  These
estimates and  assumptions  impact the reported amount of assets and liabilities
and  disclosures  of  contingent  assets and  liabilities  as of the date of the
consolidated  financial  statements.  Estimates  and  assumptions  are  reviewed
periodically  and the effects of revisions  are  reflected  in the  consolidated
financial  statements in the period they are determined to be necessary.  Actual
results could differ from those estimates.


                                       15


<PAGE>


         Significant   estimates   underlying  the   accompanying   consolidated
financial  statements  include  inventory  valuation,   allowance  for  doubtful
accounts,  trade and  promotional  expense  accruals,  useful  lives of  certain
tangible and intangibles  assets,  valuation  allowance for deferred tax assets,
and certain environmental and other accruals.

Commitments and Contractual Obligations

         Our  contractual   obligations  and  commitments   principally  include
obligations  associated  with our  outstanding  indebtedness  and future minimum
operating lease obligations as set forth in the following table:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                             Payments Due by Period
--------------------------------------------------------------------------------
                                 (In thousands)

----------------------------------------- --------------- ---------------- ------------ ------------ -----------------
Contractual Obligations:
----------------------------------------- --------------- ---------------- ------------ ------------ -----------------
                                                 Total      Within 1Year     1-2 Years    3-4 Years     After 4 Years
----------------------------------------- --------------- ---------------- ------------ ------------ -----------------
<S>                                       <C>             <C>              <C>          <C>          <C>
Long-term debt                                  $278,738           $  403      $14,712      $29,626          $233,997
----------------------------------------- --------------- ---------------- ------------ ------------ -----------------
Operating leases                                  14,375            3,079        2,422        2,154             6,720
                                                --------           ------      -------      -------          --------
----------------------------------------- --------------- ---------------- ------------ ------------ -----------------
Total contractual cash obligations              $293,113           $3,482      $17,134      $31,780          $240,717
                                                ========           ======      =======      =======          ========
----------------------------------------------------------------------------------------------------------------------
</TABLE>


Forward-Looking Statements

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse movement in interest rates. As of September 28, 2002, the Company's only
variable  rate  borrowings  were  under  Term  Loan B and the  Revolving  Credit
Facility,   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 28, 2002, would
result in an annual increase in interest  expense and a corresponding  reduction
in cash flow of approximately $0.4 million.



                                       16


<PAGE>


Item 4.  Control and Procedures

         As required by Rule 13a-15 under the Exchange  Act,  within the 90 days
prior to the filing date of this report,  the Company  carried out an evaluation
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and  procedures.  This evaluation was carried out under the supervision
and with the participation of the Company's management,  including the Company's
President and Chief Executive Officer and the Company's Chief Financial Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
and  the  Company's  Chief  Financial   Officer  concluded  that  the  Company's
disclosure  controls and procedures  are  effective.  Subsequent to the date the
Company  carried out its evaluation,  there have been no significant  changes in
the Company's internal controls or in other factors  which  could  significantly
affect  internal  controls.

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in Company
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions regarding required disclosure.


                                       17


<PAGE>


                                    PART II
                               OTHER INFORMATION


Item 1.  Legal Proceedings

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

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

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.


                                       18


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

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

2.1            Stock  Purchase  Agreement,  dated July 2, 1998, by and among BGH
               Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up Country
               Naturals of Vermont,  Inc., Les Produits  Alimentaires Jacques et
               Fils Inc., William F. Callahan and Ruth M. Callahan.  (Filed with
               the  Securities  and  Exchange   Commission  as  Exhibit  2.1  to
               Commission   Filing   No.   333-39813   on  August  3,  1998  and
               incorporated herein by reference)
2.2            Asset  Purchase  Agreement,  dated as of January 12, 1999, by and
               among Roseland  Distribution  Company,  International Home Foods,
               Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange
               Commission as Exhibit 1 to the Company's Report on Form 8-K filed
               February 19, 1999 and incorporated herein by reference)
2.3            Asset and Stock Purchase Agreement, dated as of January 28, 1999,
               by  and  among  The  Pillsbury   Company,   Indivined   B.V.,  IC
               Acquisition   Company,   Heritage   Acquisition   Corp.  and,  as
               guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1 to the Company's
               Report on Form 8-K filed April 1, 1999 and incorporated herein by
               reference).
3.1            Certificate of Incorporation  of B&G Foods,  Inc. (Filed with the
               Securities  and Exchange  Commission  as Exhibit 3.1 to Amendment
               No. 1 to Registration Statement No. 333-39813 on January 14, 1998
               and incorporated herein by reference)
3.2            Bylaws of B&G Foods, Inc. (Filed with the Securities and Exchange
               Commission  as Exhibit  3.2 to  Amendment  No. 1 to  Registration
               Statement  No.  333-39813  on January 14,  1998 and  incorporated
               herein by reference)
3.3            Certificate of  Incorporation  of BGH Holdings,  Inc. (Filed with
               the  Securities  and  Exchange   Commission  as  Exhibit  3.3  to
               Amendment  No.  1 to  Registration  Statement  No.  333-39813  on
               January 14, 1998 and incorporated herein by reference)
3.4            Bylaws of BGH  Holdings,  Inc.  (Filed  with the  Securities  and
               Exchange  Commission  as  Exhibit  3.4  to  Amendment  No.  1  to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.5            Certificate  of  Incorporation  of Maple Groves Farms of Vermont,
               Inc.  (Filed  with the  Securities  and  Exchange  Commission  as
               Exhibit 3.5 to  Amendment  No. 1 to  Registration  Statement  No.
               333-86062 on May 9, 2002 and incorporated herein by reference)
3.6            Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed with the
               Securities  and Exchange  Commission  as Exhibit 3.6 to Amendment
               No. 1 to Registration  Statement No. 333-86062 on May 9, 2002 and
               incorporated herein by reference)
3.7            Certificate of Incorporation of Trappey's Fine Foods, Inc. (Filed
               with the  Securities  and Exchange  Commission  as Exhibit 3.7 to
               Amendment  No.  1 to  Registration  Statement  No.  333-39813  on
               January 14, 1998 and incorporated herein by reference)
3.8            Bylaws of Trappey's Fine Foods,  Inc.  (Filed with the Securities
               and  Exchange  Commission  as Exhibit 3.8 to  Amendment  No. 1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.9            Certificate  of  Incorporation  for  Bloch &  Guggenheimer,  Inc.
               (Filed with the Securities and Exchange Commission as Exhibit 3.9
               to Amendment No. 1 to  Registration  Statement  No.  333-39813 on
               January 14, 1998 and incorporated herein by reference)
3.10           Bylaws of Bloch &  Guggenheimer,  Inc. (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.10 to Amendment  No. 1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.11           Certificate of  Incorporation of RWBW  Acquisition  Corp.  (Filed
               with the  Securities

                                       19


<PAGE>


               and Exchange  Commission  as Exhibit  3.11 to Amendment  No. 1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.12           Bylaws of RWBW Acquisition  Corp.  (Filed with the Securities and
               Exchange  Commission  as  Exhibit  3.12  to  Amendment  No.  1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.13           Certificate of Incorporation of Les Produits Alimentaires Jacques
               Et Fils, Inc. (Filed with the Securities and Exchange  Commission
               as Exhibit 3.13 to Amendment No. 1 to Registration  Statement No.
               333-86062 on May 9, 2002 and incorporated herein by reference)
3.14           Bylaws of Les Produits  Alimentaires Jacques Et Fils, Inc. (Filed
               with the  Securities  and Exchange  Commission as Exhibit 3.14 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.15           Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a Roseland
               Distribution  Company).  (Filed with the  Securities and Exchange
               Commission  as Exhibit  3.15 to Amendment  No. 1 to  Registration
               Statement  No.  333-39813  on January 14,  1998 and  incorporated
               herein by reference)
3.16           Bylaws of Polaner,  Inc. (f/k/a Roseland  Distribution  Company).
               (Filed with the  Securities  and Exchange  Commission  as Exhibit
               3.16 to Amendment No. 1 to Registration  Statement No.  333-39813
               on January 14, 1998 and incorporated herein by reference)
3.17           Certificate of Incorporation of Heritage Acquisition Corp. (Filed
               with the  Securities  and Exchange  Commission as Exhibit 3.17 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.18           Bylaws of Heritage  Acquisition  Corp. (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.18 to Amendment  No. 1 to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
3.19           Declaration of Trust of William  Underwood  Company.  (Filed with
               the  Securities  and  Exchange  Commission  as  Exhibit  3.19  to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.20           Bylaws of William Underwood  Company.  (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.20 to Amendment  No. 1 to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
4.1            Indenture  dated as of August 11, 1997  between B&G Foods,  Inc.,
               BGH Holdings,  Inc., RWBW Acquisition Corp., BRH Holdings,  Inc.,
               Bloch & Guggenheimer,  Inc., Roseland Distribution Company, Burns
               & Ricker,  Inc.,  Roseland  Manufacturing,  Inc., and RWBW Brands
               Company,  and The Bank of New York,  as trustee.  (Filed with the
               Securities and Exchange Commission as Exhibit 4.1 to Registration
               Statement  No.  333-39813  on November  7, 1997 and  incorporated
               herein by reference)
4.2            First  Supplemental  Indenture  dated as of May 31,  2000 (to the
               Indenture  dated as of August 11, 1997) between B&G Foods,  Inc.,
               BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer,
               Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns
               & Ricker, Inc., Trappey's Fine Foods, Inc., Maple Groves Farms of
               Vermont,  Inc., William Underwood Company,  Heritage  Acquisition
               Corp.  and the Bank of New York.  (Filed with the  Securities and
               Exchange  Commission  as  Exhibit  4.2  to  Amendment  No.  1  to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
4.3            Second  Supplemental  Indenture  dated as of  February  28,  2002
               between B&G Foods,  Inc., BGH Holdings,  Inc.,  RWBV  Acquisition
               Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
               Distribution  Company),  Trappey's Fine Foods, Inc., Maple Groves
               Farms of  Vermont,  Inc.,  William  Underwood  Company,  Heritage
               Acquisition  Corp.,  Les Produits  Alimentaires  Jacques Et Fils,
               Inc.  and the Bank of New York.  (Filed with the  Securities  and
               Exchange  Commission  as  Exhibit  4.3  to  Amendment  No.  1  to
               Registration Statement No. 333-86062 on May 9, 2002 and


                                       20


<PAGE>


               incorporated herein by reference)
4.4            Indenture  dated as of March 7, 2002 between B&G Foods,  Inc, BGH
               Holdings,  Inc., RWBV  Acquisition  Corp.,  Bloch & Guggenheimer,
               Inc.,  Polaner,  Inc.,  Maple Groves Farms of Vermont,  Inc., Les
               Produits Alimentaires Jacques Et Fils, Inc., Heritage Acquisition
               Corp.,  Trappey's Fine Foods, Inc., William Underwood Company and
               The Bank of New York, as trustee  (Filed with the  Securities and
               Exchange Commission as Exhibit 4.4 to Registration  Statement No.
               333-86062   on  April  11,  2002  and   incorporated   herein  by
               reference.)
4.5            Form of the Company's 9 5/8% Senior Notes due 2007.  (Included in
               Exhibit 4.1 and 4.4)
10.1           Registration  Rights Agreement dated as of August 11, 1997 by and
               among the Company, the Guarantors party thereto, Lehman Brothers,
               Inc. and Lazard Freres & Co., LLC. (Filed with the Securities and
               Exchange Commission as Exhibit 10.1 to Registration Statement No.
               333-39813  on  November  7,  1997  and  incorporated   herein  by
               reference)
10.2           Purchase  Agreement  dated August 6, 1997 among the Company,  the
               Guarantors  party  thereto,  Lehman  Brothers,  Inc.,  and Lazard
               Freres & Co.,  LLC.  (Filed  with  the  Securities  and  Exchange
               Commission  as  Exhibit  10.2  to   Registration   Statement  No.
               333-39813  on  November  7,  1997  and  incorporated   herein  by
               reference)
10.3           Guaranty,  dated as of January 12,  1999,  of B&G Foods,  Inc. in
               favor of  International  Home Foods,  Inc. and M.  Polaner,  Inc.
               (Filed with the Securities  and Exchange  Commission as Exhibit 3
               to the Company's  Report on Form 8-K filed  February 19, 1999 and
               incorporated herein by reference)
10.4           Revolving Credit Agreement,  dated as of March 15, 1999 among B&G
               Foods Holdings Corp., B&G Foods,  Inc., as borrower,  the several
               lenders from time to time party thereto, Lehman Brothers Inc., as
               Arranger,  The Bank of New York, as Documentation  Agent,  Heller
               Financial, Inc., as Co-Documentation Agent, and Lehman Commercial
               Paper Inc. as Syndication Agent and  Administrative  Agent (Filed
               as Exhibit  10.1 to the  Company's  Report on Form 10-Q filed May
               17, 1999 and incorporated herein by reference).
10.5           Term Loan Agreement,  dated as of March 15, 1999, among B&G Foods
               Holdings Corp., B&G Foods, Inc., as borrower, the several lenders
               from  time  to time  party  thereto,  Lehman  Brothers  Inc.,  as
               Arranger,  The Bank of New York, as Documentation  Agent,  Heller
               Financial, Inc., as Co-Documentation Agent, and Lehman Commercial
               Paper, Inc., as Syndication Agent and Administrative Agent (Filed
               as Exhibit  10.2 to the  Company's  Report on Form 10-Q filed May
               17, 1999 and incorporated herein by reference).
10.6           Guarantee and Collateral  Agreement,  dated as of March 15, 1999,
               by B&G Foods Holdings Corp., B&G Foods,  Inc., and certain of its
               subsidiaries  in favor  of  Lehman  Commercial  Paper,  Inc.,  as
               Administrative  Agent  (Filed as  Exhibit  10.3 to the  Company's
               Report on Form 10-Q filed May 17, 1999 and incorporated herein by
               reference)
10.7           Amended and Restated  Securities Holders Agreement dated December
               22,  1999  among B&G Foods  Holdings  Corp.,  Bruckmann,  Rosser,
               Sherrill & Co., L.P.,  Canterbury Mezzanine Capital II, L.P., The
               CIT   Group/Equity   Investments,   Inc.   and   the   Management
               Stockholders  named  therein  (Filed  as  Exhibit  10.14  to  the
               Company's   Report  on  Form  10-K   filed   March  3,  2000  and
               incorporated herein by reference)
10.8           Amendment,  dated  as  of  May  12,  2000,  to  Revolving  Credit
               Agreement,  dated as of March 15, 1999,  among B&G Foods Holdings
               Corp.,  B&G Foods,  Inc., as borrower,  the several  lenders from
               time to time party  thereto,  Lehman  Brothers Inc., as Arranger,
               The Bank of New York, as Documentation  Agent,  Heller Financial,
               Inc., as 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


                                       21


<PAGE>


               10-Q filed May 15, 2000 and incorporated herein by reference)
10.9           Amendment,  dated as of May 12,  2000,  to Term  Loan  Agreement,
               dated as of March 15, 1999,  among B&G Foods Holdings Corp.,  B&G
               Foods,  Inc., as borrower,  the several lenders from time to time
               party thereto, Lehman Brothers Inc., as Arranger, The Bank of New
               York,  as  Documentation   Agent,  Heller  Financial,   Inc.,  as
               Co-Documentation  Agent, and Lehman  Commercial  Paper,  Inc., as
               Syndication  Agent and  Administrative  Agent  (Filed as  Exhibit
               10.16 to the Company's Report on Form 10-Q filed May 15, 2000 and
               incorporated herein by reference)
10.10          Second Amendment,  dated as of March 5, 2002, to Revolving Credit
               Agreement,  dated  as of  March  15,  1999,  as  Amended  by  the
               Amendment  dated as of May 12,  2000,  among B&G  Foods  Holdings
               Corp.,  B&G Foods,  Inc.,  the several banks and other  financial
               institutions  or  entities  from  time  to  time  parties  to the
               Revolving  Credit  Agreement,  Lehman  Brothers Inc., as advisor,
               lead  arranger  and  book  manager,  The  Bank  of New  York,  as
               documentation agent, Heller Financial,  Inc., as co-documentation
               agent, and Lehman  Commercial Paper Inc. as syndication agent and
               administrative  agent  (Filed with the  Securities  and  Exchange
               Commission as Exhibit  10.10 to Amendment  No. 1 to  Registration
               Statement No. 333-86062 on May 9, 2002 and incorporated herein by
               reference.)
10.11          Second  Amendment,  dated  as of  March  5,  2002,  to Term  Loan
               Agreement,  dated  as of  March  15,  1999,  as  Amended  by  the
               Amendment  dated as of May 12,  2000,  among B&G  Foods  Holdings
               Corp.,  B&G Foods,  Inc., the several  financial  institutions or
               entities  from time to time  parties  to the Term Loan  Agreement
               thereto, Lehman Brothers Inc., as advisor, lead arranger and book
               manager,  The Bank of New York, as  documentation  agent,  Heller
               Financial, Inc., as co-documentation agent, and Lehman Commercial
               Paper, Inc., as syndication agent and administrative agent (Filed
               with the Securities  and Exchange  Commission as Exhibit 10.11 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference.)

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

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

99.1           Chief Executive Officer's  certification  pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002 (Filed herewith).

99.2           Chief Financial Officer's  certification  pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002 (Filed herewith).

(b)      Reports on Form 8-K

None.


                                       22


<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, 2002        B&G FOODS, INC.



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


<PAGE>


                        CERTIFICATION BY DAVID L. WENNER
                        --------------------------------


I, David L. Wenner, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.

Date:  October 30, 2002


/s/  David L. Wenner
-----------------------
David L. Wenner
Chief Executive Officer


<PAGE>


                       CERTIFICATION BY ROBERT C. CANTWELL
                       -----------------------------------


I, Robert C. Cantwell, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.

Date:  October 30, 2002


/s/ Robert C. Cantwell
-----------------------
Robert C. Cantwell
Chief Financial Officer



<PAGE>


                                INDEX TO EXHIBITS


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

2.1            Stock  Purchase  Agreement,  dated July 2, 1998, by and among BGH
               Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up Country
               Naturals of Vermont,  Inc., Les Produits  Alimentaires Jacques et
               Fils Inc., William F. Callahan and Ruth M. Callahan.  (Filed with
               the  Securities  and  Exchange   Commission  as  Exhibit  2.1  to
               Commission   Filing   No.   333-39813   on  August  3,  1998  and
               incorporated herein by reference)
2.2            Asset  Purchase  Agreement,  dated as of January 12, 1999, by and
               among Roseland  Distribution  Company,  International Home Foods,
               Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange
               Commission as Exhibit 1 to the Company's Report on Form 8-K filed
               February 19, 1999 and incorporated herein by reference)
2.3            Asset and Stock Purchase Agreement, dated as of January 28, 1999,
               by  and  among  The  Pillsbury   Company,   Indivined   B.V.,  IC
               Acquisition   Company,   Heritage   Acquisition   Corp.  and,  as
               guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1 to the Company's
               Report on Form 8-K filed April 1, 1999 and incorporated herein by
               reference).
3.1            Certificate of Incorporation  of B&G Foods,  Inc. (Filed with the
               Securities  and Exchange  Commission  as Exhibit 3.1 to Amendment
               No. 1 to Registration Statement No. 333-39813 on January 14, 1998
               and incorporated herein by reference)
3.2            Bylaws of B&G Foods, Inc. (Filed with the Securities and Exchange
               Commission  as Exhibit  3.2 to  Amendment  No. 1 to  Registration
               Statement  No.  333-39813  on January 14,  1998 and  incorporated
               herein by reference)
3.3            Certificate of  Incorporation  of BGH Holdings,  Inc. (Filed with
               the  Securities  and  Exchange   Commission  as  Exhibit  3.3  to
               Amendment  No.  1 to  Registration  Statement  No.  333-39813  on
               January 14, 1998 and incorporated herein by reference)
3.4            Bylaws of BGH  Holdings,  Inc.  (Filed  with the  Securities  and
               Exchange  Commission  as  Exhibit  3.4  to  Amendment  No.  1  to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.5            Certificate  of  Incorporation  of Maple Groves Farms of Vermont,
               Inc.  (Filed  with the  Securities  and  Exchange  Commission  as
               Exhibit 3.5 to  Amendment  No. 1 to  Registration  Statement  No.
               333-86062 on May 9, 2002 and incorporated herein by reference)
3.6            Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed with the
               Securities  and Exchange  Commission  as Exhibit 3.6 to Amendment
               No. 1 to Registration  Statement No. 333-86062 on May 9, 2002 and
               incorporated herein by reference)
3.7            Certificate of Incorporation of Trappey's Fine Foods, Inc. (Filed
               with the  Securities  and Exchange  Commission  as Exhibit 3.7 to
               Amendment  No.  1 to  Registration  Statement  No.  333-39813  on
               January 14, 1998 and incorporated herein by reference)
3.8            Bylaws of Trappey's Fine Foods,  Inc.  (Filed with the Securities
               and  Exchange  Commission  as Exhibit 3.8 to  Amendment  No. 1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.9            Certificate  of  Incorporation  for  Bloch &  Guggenheimer,  Inc.
               (Filed with the Securities and Exchange Commission as Exhibit 3.9
               to Amendment No. 1 to  Registration  Statement  No.  333-39813 on
               January 14, 1998 and incorporated herein by reference)
3.10           Bylaws of Bloch &  Guggenheimer,  Inc. (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.10 to Amendment  No. 1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
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


<PAGE>


               Statement  No.  333-39813  on January 14,  1998 and  incorporated
               herein by reference)
3.12           Bylaws of RWBW Acquisition  Corp.  (Filed with the Securities and
               Exchange  Commission  as  Exhibit  3.12  to  Amendment  No.  1 to
               Registration  Statement  No.  333-39813  on January  14, 1998 and
               incorporated herein by reference)
3.13           Certificate of Incorporation of Les Produits Alimentaires Jacques
               Et Fils, Inc. (Filed with the Securities and Exchange  Commission
               as Exhibit 3.13 to Amendment No. 1 to Registration  Statement No.
               333-86062 on May 9, 2002 and incorporated herein by reference)
3.14           Bylaws of Les Produits  Alimentaires Jacques Et Fils, Inc. (Filed
               with the  Securities  and Exchange  Commission as Exhibit 3.14 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.15           Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a Roseland
               Distribution  Company).  (Filed with the  Securities and Exchange
               Commission  as Exhibit  3.15 to Amendment  No. 1 to  Registration
               Statement  No.  333-39813  on January 14,  1998 and  incorporated
               herein by reference)
3.16           Bylaws of Polaner,  Inc. (f/k/a Roseland  Distribution  Company).
               (Filed with the  Securities  and Exchange  Commission  as Exhibit
               3.16 to Amendment No. 1 to Registration  Statement No.  333-39813
               on January 14, 1998 and incorporated herein by reference)
3.17           Certificate of Incorporation of Heritage Acquisition Corp. (Filed
               with the  Securities  and Exchange  Commission as Exhibit 3.17 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.18           Bylaws of Heritage  Acquisition  Corp. (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.18 to Amendment  No. 1 to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
3.19           Declaration of Trust of William  Underwood  Company.  (Filed with
               the  Securities  and  Exchange  Commission  as  Exhibit  3.19  to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference)
3.20           Bylaws of William Underwood  Company.  (Filed with the Securities
               and Exchange  Commission  as Exhibit  3.20 to Amendment  No. 1 to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
4.1            Indenture  dated as of August 11, 1997  between B&G Foods,  Inc.,
               BGH Holdings,  Inc., RWBW Acquisition Corp., BRH Holdings,  Inc.,
               Bloch & Guggenheimer,  Inc., Roseland Distribution Company, Burns
               & Ricker,  Inc.,  Roseland  Manufacturing,  Inc., and RWBW Brands
               Company,  and The Bank of New York,  as trustee.  (Filed with the
               Securities and Exchange Commission as Exhibit 4.1 to Registration
               Statement  No.  333-39813  on November  7, 1997 and  incorporated
               herein by reference)
4.2            First  Supplemental  Indenture  dated as of May 31,  2000 (to the
               Indenture  dated as of August 11, 1997) between B&G Foods,  Inc.,
               BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer,
               Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns
               & Ricker, Inc., Trappey's Fine Foods, Inc., Maple Groves Farms of
               Vermont,  Inc., William Underwood Company,  Heritage  Acquisition
               Corp.  and the Bank of New York.  (Filed with the  Securities and
               Exchange  Commission  as  Exhibit  4.2  to  Amendment  No.  1  to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)
4.3            Second  Supplemental  Indenture  dated as of  February  28,  2002
               between B&G Foods,  Inc., BGH Holdings,  Inc.,  RWBV  Acquisition
               Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
               Distribution  Company),  Trappey's Fine Foods, Inc., Maple Groves
               Farms of  Vermont,  Inc.,  William  Underwood  Company,  Heritage
               Acquisition  Corp.,  Les Produits  Alimentaires  Jacques Et Fils,
               Inc.  and the Bank of New York.  (Filed with the  Securities  and
               Exchange  Commission  as  Exhibit  4.3  to  Amendment  No.  1  to
               Registration   Statement  No.   333-86062  on  May  9,  2002  and
               incorporated herein by reference)

<PAGE>


4.4            Indenture  dated as of March 7, 2002 between B&G Foods,  Inc, BGH
               Holdings,  Inc., RWBV  Acquisition  Corp.,  Bloch & Guggenheimer,
               Inc.,  Polaner,  Inc.,  Maple Groves Farms of Vermont,  Inc., Les
               Produits Alimentaires Jacques Et Fils, Inc., Heritage Acquisition
               Corp.,  Trappey's Fine Foods, Inc., William Underwood Company and
               The Bank of New York, as trustee  (Filed with the  Securities and
               Exchange Commission as Exhibit 4.4 to Registration  Statement No.
               333-86062   on  April  11,  2002  and   incorporated   herein  by
               reference.)
4.5            Form of the Company's 9 5/8% Senior Notes due 2007.  (Included in
               Exhibit 4.1 and 4.4)
10.1           Registration  Rights Agreement dated as of August 11, 1997 by and
               among the Company, the Guarantors party thereto, Lehman Brothers,
               Inc. and Lazard Freres & Co., LLC. (Filed with the Securities and
               Exchange Commission as Exhibit 10.1 to Registration Statement No.
               333-39813  on  November  7,  1997  and  incorporated   herein  by
               reference)
10.2           Purchase  Agreement  dated August 6, 1997 among the Company,  the
               Guarantors  party  thereto,  Lehman  Brothers,  Inc.,  and Lazard
               Freres & Co.,  LLC.  (Filed  with  the  Securities  and  Exchange
               Commission  as  Exhibit  10.2  to   Registration   Statement  No.
               333-39813  on  November  7,  1997  and  incorporated   herein  by
               reference)
10.3           Guaranty,  dated as of January 12,  1999,  of B&G Foods,  Inc. in
               favor of  International  Home Foods,  Inc. and M.  Polaner,  Inc.
               (Filed with the Securities  and Exchange  Commission as Exhibit 3
               to the Company's  Report on Form 8-K filed  February 19, 1999 and
               incorporated herein by reference)
10.4           Revolving Credit Agreement,  dated as of March 15, 1999 among B&G
               Foods Holdings Corp., B&G Foods,  Inc., as borrower,  the several
               lenders from time to time party thereto, Lehman Brothers Inc., as
               Arranger,  The Bank of New York, as Documentation  Agent,  Heller
               Financial, Inc., as Co-Documentation Agent, and Lehman Commercial
               Paper Inc. as Syndication Agent and  Administrative  Agent (Filed
               as Exhibit  10.1 to the  Company's  Report on Form 10-Q filed May
               17, 1999 and incorporated herein by reference).
10.5           Term Loan Agreement,  dated as of March 15, 1999, among B&G Foods
               Holdings Corp., B&G Foods, Inc., as borrower, the several lenders
               from  time  to time  party  thereto,  Lehman  Brothers  Inc.,  as
               Arranger,  The Bank of New York, as Documentation  Agent,  Heller
               Financial, Inc., as Co-Documentation Agent, and Lehman Commercial
               Paper, Inc., as Syndication Agent and Administrative Agent (Filed
               as Exhibit  10.2 to the  Company's  Report on Form 10-Q filed May
               17, 1999 and incorporated herein by reference).
10.6           Guarantee and Collateral  Agreement,  dated as of March 15, 1999,
               by B&G Foods Holdings Corp., B&G Foods,  Inc., and certain of its
               subsidiaries  in favor  of  Lehman  Commercial  Paper,  Inc.,  as
               Administrative  Agent  (Filed as  Exhibit  10.3 to the  Company's
               Report on Form 10-Q filed May 17, 1999 and incorporated herein by
               reference)
10.7           Amended and Restated  Securities Holders Agreement dated December
               22,  1999  among B&G Foods  Holdings  Corp.,  Bruckmann,  Rosser,
               Sherrill & Co., L.P.,  Canterbury Mezzanine Capital II, L.P., The
               CIT   Group/Equity   Investments,   Inc.   and   the   Management
               Stockholders  named  therein  (Filed  as  Exhibit  10.14  to  the
               Company's   Report  on  Form  10-K   filed   March  3,  2000  and
               incorporated herein by reference)
10.8           Amendment,  dated  as  of  May  12,  2000,  to  Revolving  Credit
               Agreement,  dated as of March 15, 1999,  among B&G Foods Holdings
               Corp.,  B&G Foods,  Inc., as borrower,  the several  lenders from
               time to time party  thereto,  Lehman  Brothers Inc., as Arranger,
               The Bank of New York, as Documentation  Agent,  Heller Financial,
               Inc., as 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)


<PAGE>


10.9           Amendment,  dated as of May 12,  2000,  to Term  Loan  Agreement,
               dated as of March 15, 1999,  among B&G Foods Holdings Corp.,  B&G
               Foods,  Inc., as borrower,  the several lenders from time to time
               party thereto, Lehman Brothers Inc., as Arranger, The Bank of New
               York,  as  Documentation   Agent,  Heller  Financial,   Inc.,  as
               Co-Documentation  Agent, and Lehman  Commercial  Paper,  Inc., as
               Syndication  Agent and  Administrative  Agent  (Filed as  Exhibit
               10.16 to the Company's Report on Form 10-Q filed May 15, 2000 and
               incorporated herein by reference)
10.10          Second Amendment,  dated as of March 5, 2002, to Revolving Credit
               Agreement,  dated  as of  March  15,  1999,  as  Amended  by  the
               Amendment  dated as of May 12,  2000,  among B&G  Foods  Holdings
               Corp.,  B&G Foods,  Inc.,  the several banks and other  financial
               institutions  or  entities  from  time  to  time  parties  to the
               Revolving  Credit  Agreement,  Lehman  Brothers Inc., as advisor,
               lead  arranger  and  book  manager,  The  Bank  of New  York,  as
               documentation agent, Heller Financial,  Inc., as co-documentation
               agent, and Lehman  Commercial Paper Inc. as syndication agent and
               administrative  agent  (Filed with the  Securities  and  Exchange
               Commission as Exhibit  10.10 to Amendment  No. 1 to  Registration
               Statement No. 333-86062 on May 9, 2002 and incorporated herein by
               reference.)
10.11          Second  Amendment,  dated  as of  March  5,  2002,  to Term  Loan
               Agreement,  dated  as of  March  15,  1999,  as  Amended  by  the
               Amendment  dated as of May 12,  2000,  among B&G  Foods  Holdings
               Corp.,  B&G Foods,  Inc., the several  financial  institutions or
               entities  from time to time  parties  to the Term Loan  Agreement
               thereto, Lehman Brothers Inc., as advisor, lead arranger and book
               manager,  The Bank of New York, as  documentation  agent,  Heller
               Financial, Inc., as co-documentation agent, and Lehman Commercial
               Paper, Inc., as syndication agent and administrative agent (Filed
               with the Securities  and Exchange  Commission as Exhibit 10.11 to
               Amendment No. 1 to Registration Statement No. 333-86062 on May 9,
               2002 and incorporated herein by reference.)
10.12          Purchase  Agreement  dated as of March 4, 2002 between B&G Foods,
               Inc.,  BGH  Holdings,  Inc.,  RWBV  Acquisition  Corp.,  Bloch  &
               Guggenheimer,  Inc., Polaner,  Inc.,  Trappey's Fine Foods, Inc.,
               Maple Grove Farms of Vermont,  Inc.,  Les  Produits  Alimentaires
               Jacques  et  Fils,  Inc.,  Heritage  Acquisition  Corp.,  William
               Underwood  Company  and The  Bank of New  York  (Filed  with  the
               Securities   and  Exchange   Commission   as  Exhibit   10.12  to
               Registration  Statement  No.  333-86062  on  April  11,  2002 and
               incorporated herein by reference.)
10.13          Registration  Rights  Agreement dated as of March 7, 2002 between
               B&G Foods,  Inc., BGH Holdings,  Inc.,  RWBV  Acquisition  Corp.,
               Bloch & Guggenheimer,  Inc., Polaner, Inc., Trappey's Fine Foods,
               Inc.,   Maple  Grove  Farms  of  Vermont,   Inc.,   Les  Produits
               Alimentaires  Jacques et Fils, Inc., Heritage  Acquisition Corp.,
               William  Underwood  Company,   Lehman  Brothers  Inc.  and  Fleet
               Securities,   Inc.   (Filed  with  the  Securities  and  Exchange
               Commission  as  Exhibit  10.13  to  Registration   Statement  No.
               333-86062   on  April  11,  2002  and   incorporated   herein  by
               reference.)
99.1           Chief Executive Officer's  certification  pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002 (Filed herewith).
99.2           Chief Financial Officer's  certification  pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002 (Filed herewith).