As filed with the Securities and Exchange Commission on August 4, 2000

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


                       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 July 1, 2000

                                       or

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

               For the transition period from ________ to _______.

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

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

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

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


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

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


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



<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.       FINANCIAL INFORMATION

         Item 1.

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

                Consolidated Statements of Operations..........................2

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

                Notes to Consolidated Financial Statements.....................5

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations..............8

         Item 3.    Quantitative and Qualitative Disclosures about
                    Market Risk...............................................13

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.........................................14

         Item 2.    Changes in Securities and Use of Proceeds.................14

         Item 3.    Defaults Upon Senior Securities...........................14

         Item 4.    Submission of Matters to a Vote of Security Holders.......14

         Item 5.    Other Information.........................................14

         Item 6.    Exhibits and Reports on Form 8-K..........................15
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits....................................................20


                                      (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                                          July 1, 2000        January 1, 2000
                                                                   ------------        ---------------
                                                                    (Unaudited)
<S>                                                              <C>            <C>

Current assets:
      Cash and cash equivalents                                  $         8,575      $     7,745
      Trade accounts receivable, net                                      25,153           25,852
      Inventories                                                         66,157           71,913
      Prepaid expenses                                                     2,641            2,297
      Deferred income taxes                                                5,063            5,063
                                                                 --------------------------------
           Total current assets                                          107,589          112,870

Property, plant and equipment, net                                        42,593           41,615
Intangible assets, net                                                   307,356          312,143
Other assets                                                              10,805           10,429
                                                                 --------------------------------

                                                                  $      468,343      $   477,057
                                                                  ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                     $        15,534      $    11,552
      Trade accounts payable                                              20,696           23,640
      Accrued expenses                                                    14,906           18,057
      Due to related parties                                                 208              208
                                                                 --------------------------------
           Total current liabilities                                      51,344           53,457

Long-term debt                                                           321,466          329,340
Deferred income taxes                                                     36,772           36,136
Other liabilities                                                            100               51
                                                                 --------------------------------
           Total liabilities                                             409,682          418,984

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital                                                56,342           56,342
Retained earnings                                                          2,319            1,731
                                                                 --------------------------------
           Total stockholder's equity                                     58,651           58,073
                                                                 --------------------------------

                                                                 $       468,343      $   477,057
                                                                 ================================

                 See notes to consolidated financial statements.

</TABLE>


                                       1


<PAGE>


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


<TABLE>
<CAPTION>

                                                       Thirteen Weeks Ended              Twenty-six Weeks Ended
                                                   July 1, 2000     July 3, 1999      July 1, 2000     July 3, 1999
                                                   ------------     ------------      ------------     ------------

<S>                                                 <C>               <C>             <C>              <C>

Net sales                                           $   95,767        $   97,620      $   169,161      $   154,100
Cost of goods sold                                      49,874            50,965           87,628           83,676
                                                    ----------------------------      -----------------------------

           Gross profit                                 45,893            46,655           81,533           70,424

Sales, marketing, and distribution expenses             30,780            30,338           55,369           47,316
General and administrative expenses                      3,226             4,389            6,688            6,781
Management fees-related party                              125               125              250              198
Special charge-severance                                   250               -                250              -
                                                    ----------------------------      -----------------------------

           Operating income                             11,512            11,803           18,976           16,129

Other expense:
      Interest expense-related parties                       0                 0                0               15
      Interest expense                                   9,129             8,019            17,752          13,065
                                                    ----------------------------      -----------------------------

           Income before income tax expense              2,383             3,784            1,224            3,049

Income tax expense                                       1,239             1,854              636            1,494
                                                    ----------------------------      -----------------------------

           Net income                               $    1,144        $    1,930      $       588      $     1,555
                                                    ============================      ============================

                 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>
                                                                         Twenty-six Weeks Ended
                                                                  July 1, 2000            July 3, 1999
                                                                  ------------            ------------
<S>                                                                <C>              <C>

Cash flows from operating activities
      Net income                                                   $  588           $       1,555
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                            7,712                   7,040
           Deferred income tax benefit                                636                   1,494
           Amortization of deferred debt issuance costs               887                     640
           Changes in assets  and  liabilities,  net of
              effects  of  businesses acquired:
               Trade accounts receivable                              699                  (9,576)
               Inventories                                          5,756                   2,343
               Prepaid expenses                                      (344)                    (75)
               Other assets                                            (1)                    (42)
               Trade accounts payable                              (2,944)                  2,174
               Accrued expenses                                    (3,151)                  2,988
               Due to related parties                                   -                    (528)
               Other liabilities                                       49                      13
                                                              -----------------------------------

               Net cash provided by operating activities            9,887                   8,026
                                                              -----------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                             -                (224,413)
      Capital expenditures                                         (3,903)                 (3,920)
                                                              ------------------------------------

               Net cash used in investing activities               (3,903)               (228,333)
                                                              ------------------------------------

                                   (continued)

</TABLE>


                                       3


<PAGE>


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


<TABLE>
<CAPTION>

                                                                         Twenty-six Weeks Ended
                                                                July 1, 2000           July 3, 1999
                                                                ------------           ------------
<S>                                                              <C>                   <C>

Cash flows from financing activities:
      Payments of long-term debt                                   (3,892)                (20,627)
      Proceeds from issuance of long-term debt                          -                 216,600
      Proceeds from capital contribution                                -                  35,000
      Payments of deferred debt issuance costs                     (1,262)                 (6,446)
                                                                 --------------------------------

               Net cash (used in) provided by
                 financing activities                              (5,154)                224,457
                                                                 --------------------------------

               Increase in cash and
                 cash equivalents                                     830                   4,150

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

Cash and cash equivalents at end of period                       $  8,575              $    4,749
                                                                 ================================

Supplemental disclosure of cash flow information -
      Cash paid for:
        Interest                                                 $ 16,687              $   12,554
                                                                 ================================

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


                 See notes to consolidated financial statements.


</TABLE>

                                       4

<PAGE>


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

(1)      Basis of Presentation

         The accompanying  unaudited  consolidated  financial  statements of B&G
         Foods,  Inc. and subsidiaries  (the "Company")  contain all adjustments
         (consisting  only of normal and  recurring  adjustments)  necessary  to
         present fairly the Company's consolidated financial position as of July
         1, 2000 and the results of their operations and their cash flow for the
         thirteen and  twenty-six  week  periods  ended July 1, 2000 and July 3,
         1999.

         The results of operations for the thirteen and twenty-six  week periods
         ended July 1, 2000 are not necessarily  indicative of the results to be
         expected for the full year.  The  accompanying  consolidated  financial
         statements   should  be  read  in  conjunction  with  the  consolidated
         financial  statements  and notes  included in the Company's 1999 Annual
         Report on Form 10-K filed with the Securities  and Exchange  Commission
         on March 3, 2000.

(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

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

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


         (Continued)


                                       5


<PAGE>


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


Pro Forma Summary of Operations

         On February 5, 1999, the Company acquired certain assets of the Polaner
         and related brands  (collectively,  "Polaner") from  International Home
         Foods, Inc. for approximately $30,574, including transaction costs (the
         "Polaner Brands Acquisition"). On March 15, 1999, through a subsidiary,
         the Company  acquired  the assets of the  Heritage  Portfolio of Brands
         ("Heritage")  from  The  Pillsbury  Company,   Indivined  B.V.  and  IC
         Acquisition Corp. for  approximately  $194,126,  including  transaction
         costs (the "Heritage Brands Acquisition").  The following unaudited pro
         forma summary of operations for the twenty-six weeks ended July 3, 1999
         presents  the  results of  operations  of the Company as if the Polaner
         Brands  Acquisition and the Heritage Brands Acquisition had occurred as
         of the beginning of the period presented.  In addition to including the
         results of operations of such  acquisitions,  the pro forma information
         gives effect primarily to interest on additional borrowings and changes
         in depreciation  and amortization of intangible  assets.  Net sales and
         net income for the thirteen and  twenty-six  week periods ended July 1,
         2000 and  thirteen  week  period  ended July 3, 1999 are not  presented
         below  because the  Company's  actual  results  reflect  such  acquired
         businesses for such periods.

                                            Twenty-six Weeks Ended
                                                   July 3, 1999
                                            ----------------------

         Net sales                                $ 180,089
         Net income                                   3,966

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

(3)      Inventories

         Inventories consist of the following:

                                            July 1, 2000      January 1, 2000
                                            ------------      ---------------

         Raw materials and packaging        $     22,211      $       19,319
         Work in process                             939               1,513
         Finished goods                           43,007              51,081
                                             ------------     ---------------

                                            $     66,157      $       71,913
                                            ============      ==============


                                       6


<PAGE>


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

(4)      Debt

         The Company has  outstanding  $120,000  of 9.625%  Senior  Subordinated
         Notes  (the  "Notes")  due  August  1,  2007  with   interest   payable
         semiannually on February 1 and August 1 of each year. The Notes contain
         certain transfer restrictions.

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
         (the "Senior Secured Credit Facility") comprised of a $60,000 five-year
         revolving credit facility,  a $70,000 five-year Term Loan A ("Term Loan
         A") and a $150,000  seven-year Term Loan B ("Term Loan B," and together
         with Term Loan A, the "Term Loan  Facilities").  Interest is determined
         based on several  alternative rates as stipulated in the Senior Secured
         Credit  Facility,  including  the base  lending  rate per annum plus an
         applicable  margin,  or LIBOR  plus an  applicable  margin.  The Senior
         Secured  Credit  Facility  is  secured  by  substantially  all  of  the
         Company's  assets.  The Senior  Secured  Credit  Facility  provides for
         mandatory  prepayment  requirements  based  on asset  dispositions  and
         issuance of securities,  as defined. The Senior Secured Credit Facility
         contains covenants that will restrict,  among other things, the ability
         of the Company to incur  additional  indebtedness,  pay  dividends  and
         create certain liens.  The Senior Secured Credit Facility also contains
         certain financial covenants, which, among other things, specify maximum
         capital  expenditure  limits,  a minimum fixed charge coverage ratio, a
         minimum total  interest  coverage ratio and a maximum  indebtedness  to
         EBITDA  ratio,  each ratio as defined.  Proceeds of the Senior  Secured
         Credit Facility are restricted to funding the Company's working capital
         requirements, capital expenditures and acquisitions of companies in the
         same line of business as the Company,  subject to certain criteria. The
         Senior Secured Credit Facility limits acquisitions to $30,000 in fiscal
         2000 and $40,000 thereafter. There were no borrowings outstanding under
         the revolving credit facility at July 1, 2000.

         At April 1,  2000,  the  Company  was not in  compliance  with  certain
         financial  covenants.  On May 12,  2000,  the  Company  and the lenders
         entered  into  an  amendment  to the  Senior  Secured  Credit  Facility
         effective as of April 1, 2000 which,  among other things,  amended such
         covenants such that the Company  currently is and, as of April 1, 2000,
         was in compliance with such covenants as amended.


                                       7


<PAGE>



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

Results of Operations

         13 week  period  ended  July 1, 2000  compared to 13 week  period ended
         July 3, 1999.

         Net Sales.  Net sales  decreased  $1.9 million or 1.9% to $95.8 million
for the thirteen  week period ended July 1, 2000 (the "2000  Quarterly  Period")
from $97.6  million for the  thirteen  week period ended July 3, 1999 (the "1999
Quarterly  Period").  Sales of the Company's Polaner brands, B&G branded pickles
and peppers and B&M branded baked beans decreased $2.9 million, $1.2 million and
$0.7  million  or 19.4%,  6.9% and 4.2%,  respectively.  Sales of the  Company's
Vermont Maid branded  pancake  syrups,  Burns & Ricker  branded  snack foods and
Ac'cent branded flavor enhancers  increased $0.7 million,  $0.6 million and $0.5
million or 81.8%,  10.0% and 13.8%,  respectively.  The  Company's  other brands
collectively increased $1.1 million or 3.0%.

         Gross  Profit.  Gross  profit  decreased  $0.8 million or 1.6% to $45.9
million for the 2000  Quarterly  Period from $46.7 million in the 1999 Quarterly
Period.  Gross profit  expressed as a percentage of net sales increased to 47.9%
for the 2000  Quarterly  Period  from 47.8% in the 1999  Quarterly  Period.  The
increase as a percentage of net sales was due to a favorable  shift in the sales
mix to the Company's  higher gross profit margin brands from the Company's lower
gross profit margin brands.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased  $0.4 million or 1.5% to $30.8  million in the
2000  Quarterly  Period from $30.3 million in the 1999  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  increased to 32.1% in the 2000
Quarterly  Period  from  31.1% in the 1999  Quarterly  Period.  Trade  promotion
spending  increased $2.0 million or 12.1%. The increase in promotional  spending
includes a $2.8 million increase in spending on the Heritage  brands,  which was
partially  offset by a decrease in  promotional  spending of $1.2 million on B&G
branded pickles and peppers. Increases in promotional spending for the Company's
other  brands,  taken as a  whole,  accounted  for the  remaining  $0.4  million
increase.  Brokerage  expenses  decreased  $0.3  million or 11.2%,  reflecting a
reduced  ongoing  brokerage  percentage.  Distribution  expenses  decreased $1.2
million or 18.9%. All other expenses decreased $0.1 million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) decreased
$1.2  million or 25.8% to $3.4 million for the 2000  Quarterly  Period from $4.5
million  for  the  1999  Quarterly  Period,  primarily  due  to  a  decrease  in
amortization  of certain  transitional  charges of $0.6  million  related to the
Heritage Brands  Acquisition along with a decrease in operating expenses of $0.5
million.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
decreased  $0.3 million or 2.5% to $11.5 million for the 2000  Quarterly  Period
from  $11.8  million  for  the  1999  Quarterly  Period,  primarily  due  to the
restructuring  charges of $0.3 million  incurred in the 2000  Quarterly  Period.
Operating  income  expressed as a percentage of net sales  decreased to 12.0% in
the 2000 Quarterly Period from 12.1% in the 1999 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $1.1  million to $9.1
million for the 2000  Quarterly  Period from $8.0 million in the 1999  Quarterly
Period as a result of increased  interest rates during the 2000 Quarterly Period
and additional debt financing costs incurred to amend certain covenants relating
to the Senior Secured Credit Facility.


                                       8


<PAGE>


         Income Tax Expense.  Income tax expense for the 2000  Quarterly  Period
was $1.2 million as compared to $1.9 million in the 1999 Quarterly  Period.  The
Company's effective tax rate for the 2000 Quarterly Period was 52.0% as compared
to 49.0% in the 1999 Quarterly Period.

         Because of the highly leveraged status of the Company,  earnings before
severance charges,  interest,  taxes,  depreciation and amortization  ("Adjusted
EBITDA")  is an  important  performance  measure  used  by the  Company  and its
stockholders.  The Company  believes that Adjusted  EBITDA  provides  additional
information   for   determining   its  ability  to  meet  future  debt   service
requirements.  However, Adjusted EBITDA is not indicative of operating income or
cash flow from  operations as determined  under  generally  accepted  accounting
principles.  The Company's  Adjusted EBITDA from  continuing  operations for the
thirteen  weeks  ended  July 1, 2000 and July 3, 1999 is  calculated  as follows
(dollars in thousands):

                                              Thirteen weeks ended
                                          July 1, 2000     July 3, 1999
                                          ------------     ------------

Net income                                    $  1.1         $    1.9
Depreciation and amortization                    3.7              4.6
Income tax expense                               1.3              1.9
Interest expense                                 9.1              8.0
                                             -------          -------
EBITDA                                          15.2             16.4
Special charge-severance                         0.3              0.0
                                             -------         --------
Adjusted EBITDA                               $ 15.5           $ 16.4
                                              ======           ======

26 week period ended July 1, 2000 compared to 26 week period ended July 3, 1999.

         Net Sales.  Net sales increased $15.1 million or 9.8% to $169.2 million
for the  twenty-six  week  period  ended  July 1, 2000 (the  "2000  Year-to-Date
Period") from $154.1 million for the  twenty-six  week period ended July 3, 1999
(the "1999 Year-to-Date  Period"). The net sales increase included $19.5 million
in the aggregate of incremental sales of products acquired in the Polaner Brands
Acquisition and the Heritage Brands Acquisition.  Sales of the Company's Vermont
Maid branded pancake syrups and Ac'cent branded flavor enhancers  increased $0.4
million  and  $0.5  million  or  16.9%  and  13.8%,  respectively.  Sales of the
Company's  Polaner brands,  B&G branded  pickles and peppers,  B&M branded baked
beans and Trappey's products decreased $2.9 million,  $1.8 million, $0.7 million
and $0.6 million or 19.4%,  6.1%,  4.2% and 6.3%,  respectively.  The  Company's
other brands collectively increased $0.7 million.

         Gross Profit.  Gross profit  increased  $11.1 million or 15.8% to $81.5
million  for the  2000  Year-to-Date  Period  from  $70.4  million  for the 1999
Year-to-Date  Period.  Gross  profit  expressed  as a  percentage  of net  sales
increased  to 48.2%  in the  2000  Year-to-Date  Period  from  45.7% in the 1999
Year-to-Date  Period.  This was due to a  favorable  shift in the  sales  mix to
higher gross profit  margins from sales of the Company's  Heritage  Portfolio of
Brands  products,  along with reduced  labor and  overhead  costs at the Burns &
Ricker Snack Food manufacturing facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased  $8.1 million or 17.0% to $55.4 million in the
2000  Year-to-Date  Period from $47.3 million in the 1999  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  increased to 32.7% in the
2000 Year-to-Date Period from 30.7% in the 1999 Year-to-Date Period primarily as
a result of the Polaner Brands Acquisition and the Heritage Brands  Acquisition.
Additional expenses relating to these acquisitions accounted for $7.6 million of
the increase.  Trade  promotion  spending  increased $2.1 million or 11.8%.  The
increase in promotional  spending includes increases in spending on the Heritage
brands,  Regina  branded  vinegars  and cooking  wines and Vermont  Maid branded
pancake  syrups of $2.8 million,  $0.3 million and $0.3  million,  respectively,
which was partially offset by a decrease in promotional spending of $1.3 million
on B&G branded pickles and peppers. Distribution expenses decreased $1.1 million
or 12.1%. All other expenses decreased $0.5 million.


                                       9


<PAGE>


         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) decreased
$0.1 million or 0.6% to $6.9 million for the 2000 Year-to-Date  Period from $7.0
million for the 1999 Year-to-Date Period. Such decrease was due to a decrease in
operating  expenses of $0.7  million,  which was  partially  offset by increased
amortization  of intangibles in the amount of $0.6 million  associated  with the
Polaner Brands Acquisition and the Heritage Brands Acquisition.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased $2.8 million or 17.7% to $19.0 million in the 2000 Year-to-Date Period
from $16.1 million in the 1999 Year-to-Date  Period.  Operating income expressed
as a percentage of net sales increased to 11.2% in the 2000 Year-to-Date  Period
from 10.5% in the 1999 Year-to-Date Period.

         Interest  Expense.  Interest  expense  increased  $4.7 million to $17.8
million  for the  2000  Year-to-Date  Period  from  $13.1  million  in the  1999
Year-to-Date Period primarily as a result of increased interest rates during the
2000 Year-to-Date Period and the additional debt incurred by the Company to fund
the Polaner Brands Acquisition and the Heritage Brands Acquisition.

         Income Tax Expense. Income tax expense for the 2000 Year-to-Date Period
was $0.6  million as compared to $1.5 million in the 1999  Year-to-Date  Period.
The Company's  effective tax rate for the 2000 Year-to-Date  Period was 52.0% as
compared to 49.0% in the 1999 Year-to-Date Period.

         The Company's  Adjusted  EBITDA for the twenty-six  weeks ended July 1,
2000 and July 3, 1999 is calculated as follows (dollars in thousands):

                                           Twenty-six weeks ended
                                        July 1, 2000     July 3, 1999
                                        ------------     ------------

Net income                                  $  0.5         $    1.6
Depreciation and amortization                  7.7              7.0
Income tax expense                             0.7              1.5
Interest expense                              17.7             13.1
                                            ------          -------
EBITDA                                        26.6             23.2
Special charge-severance                       0.3              0.0
                                            ------          -------
Adjusted EBITDA                             $ 26.9          $  23.2
                                            ======          =======

Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased  $1.9 million to $9.9
million  for  the  2000  Year-to-Date  Period  from  $8.0  million  in the  1999
Year-to-Date  Period.  The increase  was  primarily  due to increased  operating
activities as a result of the Polaner Brands Acquisition and the Heritage Brands
Acquisition  along with decreases in  receivables in relation to sales.  Working
capital at July 1, 2000 was $56.2  million,  a  decrease  of $3.2  million  over
working  capital at January 1, 2000 of $59.4  million.  The  decrease in working
capital  was due to a  portion  of long  term debt  becoming  current  which was
partially


                                       10


<PAGE>


offset by decreases in inventory,  accounts  payable and accrued expenses and an
increase in cash and cash equivalents.

         Net cash used in investing  activities for the 2000 Year-to-Date Period
was $3.9 million as compared to $228.3 million for the 1999 Year-to-Date Period.
Investment  expenditures  during the 1999  Year-to-Date  Period  included  $30.6
million for the Polaner Brands  Acquisition  and $193.8 million for the Heritage
Brands Acquisition.  Capital expenditures during the 2000 Year-to-Date Period of
$3.9 million included purchases of manufacturing and computer equipment and were
equal  to the  $3.9  million  in  similar  capital  expenditures  for  the  1999
Year-to-Date Period.

         Net cash used in financing  activities for the 2000 Year-to-Date Period
was $5.1  million as compared to net cash  provided by financing  activities  of
$224.5 million for the 1999 Year-to-Date  Period. The net cash used by financing
activities for the 2000  Year-to-Date  Period included  payments of $3.8 million
due on the Term Loan A and $1.2 million of deferred debt issuance costs incurred
to amend the Senior Secured Credit  Facility,  along with monthly  capital lease
payments of $0.1 million.  The net cash provided by financing activities for the
1999 Year-to-Date  Period was obtained primarily from proceeds from the issuance
of long-term debt and equity to finance the Polaner Brands  Acquisition  and the
Heritage Brands Acquisition.

Acquisitions

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

Special charge-severance

         During the second  quarter of 2000,  the  Company  recorded a severance
charge of $0.3 million. As part of the severance arrangements, 13 employees were
terminated.  At July 1, 2000, all amounts related to such severance  charge were
paid.

Debt

         The Company has  outstanding  $120,000  of 9.625%  Senior  Subordinated
Notes (the "Notes") due August 1, 2007 with  interest  payable  semiannually  on
February  1 and  August 1 of each  year.  The  Notes  contain  certain  transfer
restrictions.

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
comprised of a $60,000 five-year revolving credit facility,  a $70,000 five-year
Term Loan A and a $150,000  seven-year Term Loan B. Interest is determined based
on  several  alternative  rates  as  stipulated  in the  Senior  Secured  Credit
Facility,  including the base lending rate per annum plus an applicable  margin,
or LIBOR plus an  applicable  margin.  The Senior  Secured  Credit  Facility  is
secured by substantially all of the Company's assets.  The Senior Secured Credit
Facility  provides  for  mandatory   prepayment   requirements  based  on  asset
dispositions and issuance of securities,  as defined.  The Senior Secured Credit
Facility contains covenants that will restrict,  among other things, the ability
of the  Company  to incur  additional  indebtedness,  pay


                                       11


<PAGE>


dividends and create  certain liens.  The Senior  Secured  Credit  Facility also
contains certain financial covenants, which, among other things, specify maximum
capital  expenditure  limits,  a minimum fixed charge  coverage ratio, a minimum
total interest  coverage ratio and a maximum  indebtedness to EBITDA ratio, each
ratio as defined.  Proceeds of the Senior Secured Credit Facility are restricted
to funding the Company's working capital requirements,  capital expenditures and
acquisitions  of companies in the same line of business as the Company,  subject
to certain criteria.  The Senior Secured Credit Facility limits  acquisitions to
$30,000  in  fiscal  2000  and  $40,000  thereafter.  There  were no  borrowings
outstanding under the revolving credit facility at July 1, 2000.

         At April 1,  2000,  the  Company  was not in  compliance  with  certain
financial  covenants.  On May 12, 2000, the Company and the lenders entered into
an amendment to the Senior Secured Credit Facility effective as of April 1, 2000
which,  among  other  things,  amended  such  covenants  such  that the  Company
currently is and, as of April 1, 2000, was in compliance  with such covenants as
amended.

Future Capital Needs

         The Company is highly  leveraged.  On July 1, 2000, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$337.0 million and $58.7 million, respectively.

         The Company's  primary sources of capital are cash flow from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing for acquisitions.  The Company's ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving  credit   facility,   net  of  outstanding   letters  of  credit,   of
approximately  $58.7 million at July 1, 2000, 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.

Other Matters

         The Company  entered  into an  Agreement  dated as of June 8, 2000 with
Emeril's Food of Love Productions,  LLC ("Emeril") pursuant to which the Company
and Emeril agreed to create a signature  line of  seasonings,  salad  dressings,
basting sauce  marinades and pepper sauces which will be marketed  under the new
label, Emeril's Original.

Seasonality

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

Recent Accounting Pronouncements

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement on Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities."  SFAS No. 133 standardizes the
accounting  for derivative  instruments  by requiring  that an


                                       12


<PAGE>


entity  recognize  derivatives  as assets or  liabilities  in the  statement  of
financial  position and measure them at fair value.  In June 1999, the Financial
Accounting  Standards  Board  issued SFAS No. 137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities-Deferral  of the  Effective  Dates of FASB
Statement No. 133 and Amendment of FASB  Statement No. 133." SFAS No. 137 defers
the effective date of SFAS No. 133,  requiring  implementation of the provisions
of SFAS No. 133 for all  quarters of all fiscal years  beginning  after June 15,
2000. SFAS No. 138,  "Accounting for Certain Derivative  Instruments and Certain
Hedging  Activities,"  was issued in June 2000 amending  certain  accounting and
reporting  standards of SFAS No. 133. These  Statements  should have no material
impact on the Company's consolidated financial statements.

         At the recent FASB  Emerging  Issues  Task Force  ("EITF")  meeting,  a
consensus was reached with respect to the issue of "Accounting for Certain Sales
Incentives," including point of sale coupons, rebates and free merchandise.  The
consensus  included a conclusion  that the value of such sales  incentives  that
results  in a  reduction  of the  price  paid by the  customer  should be netted
against revenue and not classified as a sales or marketing expense.  The Company
currently  records coupons in sales,  marketing and distribution  expenses,  and
upon implementation will reclassify current and prior period coupon expense as a
reduction of net sales.  The  implementation  of the EITF  consensus will affect
classification  in the consolidated  statement of operations,  but will not have
any effect on the Company's net income. The Company includes free merchandise in
cost of goods sold as required by the new EITF consensus.

Forward-Looking Statements

         This report includes "forward-looking statements" within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended.  Statements in
this  report  regarding  future  events  or  conditions,   including  statements
regarding  industry  prospects and the Company's  expected  financial  position,
business and  financing  plans,  are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ  materially from the Company's  expectations are disclosed in this report
as well as the Company's most recent annual report on Form 10-K, and include the
Company's substantial  leverage,  the risks associated with the expansion of the
Company's  business,  the possible  inability  of the 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 July 1, 2000,  the  Company's  only
variable rate  borrowings were under the Term Loan Facilities that bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings  at July 1, 2000,  would  result in an annual  increase  in  interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.


                                       13


<PAGE>


                                     PART II
                                OTHER INFORMATION


Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.


                                       14


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits


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

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


                                       15


<PAGE>


3.9                         Certificate    of    Incorporation   for   Bloch   &
                            Guggenheimer,  Inc.  (Filed with the  Securities and
                            Exchange  Commission as Exhibit 3.9 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.10                        Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.10
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.11                        Certificate  of  Incorporation  of  RWBW Acquisition
                            Corp.   (Filed  with  the  Securities  and  Exchange
                            Commission  as Exhibit  3.11 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998 and incorporated herein by reference)
3.12                        Bylaws  of  RWBW  Acquisition  Corp. (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.12
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.13                        Intentionally omitted.
3.14                        Intentionally omitted.
3.15                        Certificate    of    Incorporation   of     Roseland
                            Distribution Company. (Filed with the Securities and
                            Exchange Commission as Exhibit 3.15 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.16                        Bylaws of Roseland Distribution Company. (Filed with
                            the  Securities  and Exchange  Commission as Exhibit
                            3.16 to Amendment  No. 1 to  Registration  Statement
                            No.  333-39813 on January 14, 1998 and  incorporated
                            herein by reference)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.20                        Bylaws of Burns  &  Ricker,  Inc.   (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
4.1                         Indenture  dated as of August 11,  1997 by and among
                            B&G  Foods,   Inc.,   BGH   Holdings,   Inc.,   RWBW
                            Acquisition  Corp.,  BRH  Holdings,  Inc.,  Bloch  &
                            Guggenheimer,  Inc., Roseland  Distribution Company,
                            Burns & Ricker, Inc., Roseland Manufacturing,  Inc.,
                            RWBW Brands  Company,  and The Bank of New York,  as
                            trustee.  (Filed with the  Securities  and  Exchange
                            Commission as Exhibit 4.1 to Registration  Statement
                            No.  333-39813 on November 7, 1997 and  incorporated
                            herein by reference)
4.2                         Form  of the  Company's 9%  Senior  Notes  due 2007.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  4.1  to   Registration   Statement  No.
                            333-39813  on  November  7,  1997  and  incorporated
                            herein by reference)


                                       16



<PAGE>


10.1                        Registration Rights Agreement dated as of August 11,
                            1997 by and among the Company,  the Guarantors party
                            thereto,  Lehman Brothers,  Inc. and Lazard Freres &
                            Co., LLC.  (Filed with the  Securities  and Exchange
                            Commission as Exhibit 10.1 to Registration Statement
                            No.  333-39813 on November 7, 1997 and  incorporated
                            herein by reference)
10.2                        Purchase  Agreement dated  August 6, 1997  among the
                            Company,   the  Guarantors  party  thereto,   Lehman
                            Brothers, Inc., and Lazard Freres & Co., LLC. (Filed
                            with  the  Securities  and  Exchange  Commission  as
                            Exhibit 10.2 to Registration Statement No. 333-39813
                            on  November  7,  1997 and  incorporated  herein  by
                            reference)
10.3                        Intentionally omitted.
10.4                        Intentionally omitted.
10.5                        Amended   and  Restated Jams Manufacturing Agreement
                            dated as of March 3,  1997 by and  between  Roseland
                            Manufacturing,  Inc., and International  Home Foods,
                            Inc.   (Filed  with  the   Securities  and  Exchange
                            Commission  as Exhibit  10.5 to  Amendment  No. 2 to
                            Registration  Statement No. 333-39813 on February 4,
                            1998 and incorporated herein by reference)
10.6                        Sales and Distribution Agreement dated as of
                            March 19, 1993 by and between M.  Polaner,  Inc. and
                            DSD, Inc.  (Filed with the  Securities  and Exchange
                            Commission  as Exhibit  10.6 to  Amendment  No. 2 to
                            Registration  Statement No. 333-39813 on February 4,
                            1998 and incorporated herein by reference)
10.7                        Spices Supply  Agreement dated as of  March 19, 1993
                            by and between  Bloch &  Guggenheimer,  Inc.  and M.
                            Polaner,   Inc.   (Filed  with  the  Securities  and
                            Exchange Commission as Exhibit 10.7 to Amendment No.
                            2  to  Registration   Statement  No.   333-39813  on
                            February   4,  1998  and   incorporated   herein  by
                            reference)
10.8                        Transition Services Agreement,  dated as of February
                            5, 1999, among  International  Home Foods,  Inc., M.
                            Polaner,  Inc.  and Roseland  Distribution  Company.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  2 to the  Company's  Report on Form 8-K
                            filed February 19, 1999 and  incorporated  herein by
                            reference)
10.9                        Guaranty,  dated  as of  January  12,  1999,  of B&G
                            Foods,  Inc. in favor of  International  Home Foods,
                            Inc. and M. Polaner, Inc. (Filed with the Securities
                            and  Exchange   Commission   as  Exhibit  3  to  the
                            Company's Report on Form 8-K filed February 19, 1999
                            and     incorporated     herein    by     reference)
10.10                       Consent,  Waiver  and Second Amendment,  dated as of
                            January 12, 1999, to the Second Amended and Restated
                            Credit Agreement, dated as of August 11, 1997, among
                            B&G Foods,  Inc.,  the  subsidiaries  party thereto,
                            Heller Financial, Inc., as agent and lender, and the
                            other  lenders  party   thereto.   (Filed  with  the
                            Securities  and Exchange  Commission as Exhibit 4 to
                            the Company's  Report on Form 8-K filed February 19,
                            1999   and   incorporated   herein   by   reference)
10.11                       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


                                       17


<PAGE>


                            Bank of New York,  as  Documentation  Agent,  Heller
                            Financial,  Inc.,  as  Co-Documentation  Agent,  and
                            Lehman  Commercial  Paper Inc. as Syndication  Agent
                            and  Administrative  Agent (Filed as Exhibit 10.1 to
                            the Company's Report on Form 10-Q filed May 17, 1999
                            and  incorporated   herein  by  reference)
10.12                       Term  Loan Agreement,  dated as of March  15,  1999,
                            among B&G Foods Holdings Corp., B&G Foods,  Inc., as
                            borrower,  the  several  lenders  from  time to time
                            party  thereto,  Lehman  Brothers Inc., as Arranger,
                            The Bank of New York, as Documentation Agent, Heller
                            Financial,  Inc.,  as  Co-Documentation  Agent,  and
                            Lehman Commercial Paper,  Inc., as Syndication Agent
                            and  Administrative  Agent (Filed as Exhibit 10.2 to
                            the Company's Report on Form 10-Q filed May 17, 1999
                            and     incorporated     herein    by     reference)
10.13                       Guarantee   and  Collateral  Agreement, dated  as of
                            March 15, 1999,  by B&G Foods  Holdings  Corp.,  B&G
                            Foods,  Inc.,  and  certain of its  subsidiaries  in
                            favor  of  Lehman   Commercial   Paper,   Inc.,   as
                            Administrative  Agent  (Filed as Exhibit 10.3 to the
                            Company's Report on Form 10-Q filed May 17, 1999 and
                            incorporated        herein       by       reference)
10.14                       Amended   and  Restated Securities Holders Agreement
                            dated  December  22,  1999 among B&G Foods  Holdings
                            Corp.,  Bruckmann,  Rosser,  Sherrill  & Co.,  L.P.,
                            Canterbury  Mezzanine  Capital  II,  L.P.,  The  CIT
                            Group/Equity  Investments,  Inc. and the  Management
                            Stockholders  named therein  (Filed as Exhibit 10.14
                            to the Company's  Report on Form 10-K filed March 3,
                            2000   and   incorporated   herein   by   reference)
10.15                       Amendment,  dated as of May 12, 2000,  to  Revolving
                            Credit Agreement,  dated as of March 15, 1999, among
                            B&G  Foods  Holdings  Corp.,  B&G  Foods,  Inc.,  as
                            borrower,  the  several  lenders  from  time to time
                            party  thereto,  Lehman  Brothers Inc., as Arranger,
                            The Bank of New York, as Documentation Agent, Heller
                            Financial,  Inc.,  as  Co-Documentation  Agent,  and
                            Lehman  Commercial  Paper Inc. as Syndication  Agent
                            and Administrative  Agent (Filed as Exhibit 10.15 to
                            the Company's Report on Form 10-Q filed May 15, 2000
                            and     incorporated     herein    by     reference)
10.16                       Amendment,  dated  as of May 12, 2000, to Term Loan
                            Agreement,  dated as of March  15,  1999,  among B&G
                            Foods Holdings Corp., B&G Foods,  Inc., as borrower,
                            the several lenders from time to time party thereto,
                            Lehman  Brothers Inc., as Arranger,  The Bank of New
                            York,  as  Documentation  Agent,  Heller  Financial,
                            Inc.,   as   Co-Documentation   Agent,   and  Lehman
                            Commercial  Paper,  Inc., as  Syndication  Agent and
                            Administrative  Agent (Filed as Exhibit 10.16 to the
                            Company's Report on Form 10-Q filed May 15, 2000 and
                            incorporated        herein       by       reference)
27.1                        Financial  Data Schedule. (Filed herewith)

(b)      Reports on Form 8-K

         Current  Report on Form 8-K dated  June 22,  2000 and filed on June 27,
2000,  reporting  that the Company and Emeril's  Food of Love  Productions,  LLC
entered into an Agreement as of June 8, 2000.


                                       18


<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: August 4, 2000    B&G FOODS, INC.




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


                                       19


<PAGE>


                                  EXHIBIT INDEX


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


                                       20


<PAGE>


                            reference)
3.9                         Certificate    of    Incorporation   for   Bloch   &
                            Guggenheimer,  Inc.  (Filed with the  Securities and
                            Exchange  Commission as Exhibit 3.9 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated  herein by reference)
3.10                        Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.10
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein  by  reference)
3.11                        Certificate  of  Incorporation  of  RWBW Acquisition
                            Corp.   (Filed  with  the  Securities  and  Exchange
                            Commission  as Exhibit  3.11 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998   and   incorporated   herein   by   reference)
3.12                        Bylaws  of  RWBW Acquisition  Corp.  (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.12
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein  by  reference)
3.13                        Intentionally omitted.
3.14                        Intentionally omitted.
3.15                        Certificate    of    Incorporation    of    Roseland
                            Distribution Company. (Filed with the Securities and
                            Exchange Commission as Exhibit 3.15 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14,  1998  and  incorporated  herein  by  reference)
3.16                        Bylaws of Roseland Distribution Company. (Filed with
                            the  Securities  and Exchange  Commission as Exhibit
                            3.16 to Amendment  No. 1 to  Registration  Statement
                            No.  333-39813 on January 14, 1998 and  incorporated
                            herein  by  reference)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated        herein       by       reference)
3.20                        Bylaws  of  Burns  &  Ricker,  Inc. (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
4.1                         Indenture  dated as of August 11,  1997 by and among
                            B&G  Foods,   Inc.,   BGH   Holdings,   Inc.,   RWBW
                            Acquisition  Corp.,  BRH  Holdings,  Inc.,  Bloch  &
                            Guggenheimer,  Inc., Roseland  Distribution Company,
                            Burns & Ricker, Inc., Roseland Manufacturing,  Inc.,
                            RWBW Brands  Company,  and The Bank of New York,  as
                            trustee.  (Filed with the  Securities  and  Exchange
                            Commission as Exhibit 4.1 to Registration  Statement
                            No.  333-39813 on November 7, 1997 and  incorporated
                            herein by reference)
4.2                         Form of the  Company's  9%  Senior  Notes  due 2007.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  4.1  to   Registration   Statement  No.
                            333-39813  on  November  7,  1997  and  incorporated
                            herein  by


                                       21


<PAGE>


                            reference)

10.1                        Registration   Rights   Agreement   dated    as   of
                            August  11,  1997  by and  among  the  Company,  the
                            Guarantors party thereto,  Lehman Brothers, Inc. and
                            Lazard Freres & Co., LLC. (Filed with the Securities
                            and   Exchange   Commission   as  Exhibit   10.1  to
                            Registration  Statement No. 333-39813 on November 7,
                            1997   and   incorporated   herein   by   reference)
10.2                        Purchase Agreement dated  August  6, 1997 among  the
                            Company,   the  Guarantors  party  thereto,   Lehman
                            Brothers, Inc., and Lazard Freres & Co., LLC. (Filed
                            with  the  Securities  and  Exchange  Commission  as
                            Exhibit 10.2 to Registration Statement No. 333-39813
                            on  November  7,  1997 and  incorporated  herein  by
                            reference)
10.3                        Intentionally  omitted.
10.4                        Intentionally  omitted.
10.5                        Amended and Restated Jams   Manufacturing  Agreement
                            dated as of March 3,  1997 by and  between  Roseland
                            Manufacturing,  Inc., and International  Home Foods,
                            Inc.   (Filed  with  the   Securities  and  Exchange
                            Commission  as Exhibit  10.5 to  Amendment  No. 2 to
                            Registration  Statement No. 333-39813 on February 4,
                            1998   and   incorporated   herein   by   reference)
10.6                        Sales    and  Distribution  Agreement  dated  as  of
                            March 19, 1993 by and between M.  Polaner,  Inc. and
                            DSD, Inc.  (Filed with the  Securities  and Exchange
                            Commission  as Exhibit  10.6 to  Amendment  No. 2 to
                            Registration  Statement No. 333-39813 on February 4,
                            1998   and   incorporated   herein   by   reference)
10.7                        Spices  Supply Agreement  dated as of March 19, 1993
                            by and between  Bloch &  Guggenheimer,  Inc.  and M.
                            Polaner,   Inc.   (Filed  with  the  Securities  and
                            Exchange Commission as Exhibit 10.7 to Amendment No.
                            2  to  Registration   Statement  No.   333-39813  on
                            February   4,  1998  and   incorporated   herein  by
                            reference)
10.8                        Transition Services Agreement,  dated as of February
                            5, 1999, among  International  Home Foods,  Inc., M.
                            Polaner,  Inc.  and Roseland  Distribution  Company.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  2 to the  Company's  Report on Form 8-K
                            filed February 19, 1999 and  incorporated  herein by
                            reference)
10.9                        Guaranty,  dated  as of  January  12,  1999,  of B&G
                            Foods,  Inc. in favor of  International  Home Foods,
                            Inc. and M. Polaner, Inc. (Filed with the Securities
                            and  Exchange   Commission   as  Exhibit  3  to  the
                            Company's Report on Form 8-K filed February 19, 1999
                            and     incorporated     herein    by     reference)
10.10                       Consent,  Waiver and Second  Amendment,  dated as of
                            January 12, 1999, to the Second Amended and Restated
                            Credit Agreement, dated as of August 11, 1997, among
                            B&G Foods,  Inc.,  the  subsidiaries  party thereto,
                            Heller Financial, Inc., as agent and lender, and the
                            other  lenders  party   thereto.   (Filed  with  the
                            Securities  and Exchange  Commission as Exhibit 4 to
                            the Company's  Report on Form 8-K filed February 19,
                            1999   and   incorporated   herein   by   reference)
10.11                       Revolving  Credit Agreement,  dated as of March  15,
                            1999,  among B&G Foods  Holdings  Corp.,  B&G Foods,
                            Inc., as borrower,  the several lenders


                                       22


<PAGE>


                            from time to time  party  thereto,  Lehman  Brothers
                            Inc.,  as  Arranger,   The  Bank  of  New  York,  as
                            Documentation  Agent,  Heller  Financial,  Inc.,  as
                            Co-Documentation  Agent, and Lehman Commercial Paper
                            Inc. as Syndication Agent and  Administrative  Agent
                            (Filed as Exhibit  10.1 to the  Company's  Report on
                            Form 10-Q filed May 17, 1999 and incorporated herein
                            by reference)
10.12                       Term  Loan  Agreement, dated  as of March  15, 1999,
                            among B&G Foods Holdings Corp., B&G Foods,  Inc., as
                            borrower,  the  several  lenders  from  time to time
                            party  thereto,  Lehman  Brothers Inc., as Arranger,
                            The Bank of New York, as Documentation Agent, Heller
                            Financial,  Inc.,  as  Co-Documentation  Agent,  and
                            Lehman Commercial Paper,  Inc., as Syndication Agent
                            and  Administrative  Agent (Filed as Exhibit 10.2 to
                            the Company's Report on Form 10-Q filed May 17, 1999
                            and     incorporated     herein    by     reference)
10.13                       Guarantee  and  Collateral  Agreement,  dated  as of
                            March  15, 1999, by B&G Foods  Holdings  Corp.,  B&G
                            Foods,  Inc.,  and  certain of its  subsidiaries  in
                            favor  of  Lehman   Commercial   Paper,   Inc.,   as
                            Administrative  Agent  (Filed as Exhibit 10.3 to the
                            Company's Report on Form 10-Q filed May 17, 1999 and
                            incorporated        herein       by       reference)
10.14                       Amended and Restated  Securities  Holders  Agreement
                            dated  December  22,  1999 among B&G Foods  Holdings
                            Corp.,  Bruckmann,  Rosser,  Sherrill  & Co.,  L.P.,
                            Canterbury  Mezzanine  Capital  II,  L.P.,  The  CIT
                            Group/Equity  Investments,  Inc. and the  Management
                            Stockholders  named therein  (Filed as Exhibit 10.14
                            to the Company's  Report on Form 10-K filed March 3,
                            2000   and   incorporated   herein   by   reference)
10.15                       Amendment, dated  as of  May 12, 2000, to  Revolving
                            Credit Agreement,  dated as of March 15, 1999, among
                            B&G  Foods  Holdings  Corp.,  B&G  Foods,  Inc.,  as
                            borrower,  the  several  lenders  from  time to time
                            party  thereto,  Lehman  Brothers Inc., as Arranger,
                            The Bank of New York, as Documentation Agent, Heller
                            Financial,  Inc.,  as  Co-Documentation  Agent,  and
                            Lehman  Commercial  Paper Inc. as Syndication  Agent
                            and Administrative  Agent (Filed as Exhibit 10.15 to
                            the Company's Report on Form 10-Q filed May 15, 2000
                            and     incorporated     herein    by     reference)
10.16                       Amendment,  dated as of  May 12, 2000, to Term  Loan
                            Agreement,  dated as of March  15,  1999,  among B&G
                            Foods Holdings Corp., B&G Foods,  Inc., as borrower,
                            the several lenders from time to time party thereto,
                            Lehman  Brothers Inc., as Arranger,  The Bank of New
                            York,  as  Documentation  Agent,  Heller  Financial,
                            Inc.,   as   Co-Documentation   Agent,   and  Lehman
                            Commercial  Paper,  Inc., as  Syndication  Agent and
                            Administrative  Agent (Filed as Exhibit 10.16 to the
                            Company's Report on Form 10-Q filed May 15, 2000 and
                            incorporated        herein       by       reference)
27.1                        Financial  Data Schedule. (Filed herewith)


                                       23