As filed with the Securities and Exchange Commission on May 13, 2002

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                     For the quarterly period ended March 30, 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
   (State or other jurisdiction of                       13-3916496
    incorporation or organization)         (I.R.S. Employer Identification No.)

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

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


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

         As of May 13, 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
<TABLE>
<CAPTION>
<S>                                                                                                   <C>
                                                                                                      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

PART II.      OTHER INFORMATION

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

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

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

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

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

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

SIGNATURES

         Index to Exhibits..................................................................................24


</TABLE>


                                                      (i)
<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>

                                                 PART I
                                         FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                   Assets                                        March 30, 2002      December 29, 2001
                                                                 --------------      -----------------
                                                                     (Unaudited)
Current assets:
      Cash and cash equivalents                                  $        8,816      $    15,055
      Trade accounts receivable, net                                     17,073           21,621
      Inventories                                                        67,265           66,142
      Prepaid expenses                                                    2,274            1,790
      Deferred income taxes                                               1,672            1,672
                                                                 -------------------------------
           Total current assets                                          97,100          106,280

Property, plant and equipment, net                                       36,846           36,431
Goodwill, net                                                           112,319          112,319
Intangible assets, net                                                  162,781          162,781
Other assets                                                             10,932            8,195
                                                                 -------------------------------

                                                                 $      419,978      $   426,006
                                                                 ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                     $          580      $    17,436
      Trade accounts payable                                             16,776           21,256
      Accrued expenses                                                   12,699           17,494
      Due to related party                                                   83              208
                                                                 -------------------------------
           Total current liabilities                                     30,138           56,394

Long-term debt                                                          287,023          271,839
Deferred income taxes                                                    36,713           34,701
Other liabilities                                                           250              236
                                                                 -------------------------------
           Total liabilities                                            354,124          363,170

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital56,392                                         56,392
Retained earnings                                                         9,462            6,444
                                                                 -------------------------------
           Total stockholder's equity                                    65,854           62,836
                                                                 -------------------------------

                                                                 $      419,978      $   426,006
                                                                 ===============================

                            See notes to consolidated financial statements.

</TABLE>

                                                   1
<PAGE>

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

                                                                       Thirteen Weeks Ended
                                                              March 30, 2002        March 31, 2001
                                                              --------------        --------------

Net sales...............................................      $       66,210        $       61,399
Cost of good sold.......................................              45,505                41,810
                                                              --------------        --------------

         Gross profit...................................              20,705                19,589

Sales, marketing and distribution expenses..............               7,900                 7,864
General and administrative expenses.....................               1,278                 3,499
Management fees - related party.........................                 125                   125
Environmental clean-up..................................                   -                 1,100
                                                              --------------        --------------

         Operating income...............................              11,402                 7,001

Other expense:
         Gain on sale of assets.........................                   -                (3,112)
         Interest expense...............................               6,372                 8,513
                                                              --------------        --------------

         Income before income tax expense...............               5,030                 1,600

Income tax expense......................................               2,012                   992
                                                              --------------        --------------

         Net income.....................................      $        3,018        $          608
                                                              ==============        ==============

                          See notes to consolidated financial statements.

</TABLE>

                                                 2
<PAGE>

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

                                                                                        Thirteen Weeks Ended
                                                                                March 30, 2002      March 31, 2001
                                                                                --------------      --------------

Cash flows from operating activities:
Net income................................................................        $      3,018         $       608
Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
   Depreciation and amortization..........................................               1,226               3,525
   Deferred income tax expense............................................               2,012                 992
   Amortization of deferred debt issuance costs...........................                 516                 476
   Gain on sale of assets.................................................                   -              (3,112)
   Changes in assets and liabilities, net of effects of net assets sold:
         Trade accounts receivable........................................               4,548               3,909
         Inventories......................................................              (1,123)              1,121
         Prepaid expenses.................................................                (484)                (62)
         Trade accounts payable...........................................              (4,480)             (7,678)
         Accrued expenses.................................................              (4,795)             (2,355)
         Due to related party.............................................                (125)               (124)
         Other liabilities................................................                  14                  24
                                                                                  ------------         -----------
     Net cash provided by (used in) operating activities..................                 327              (2,676)

Cash flows from investing activities:
   Capital expenditures...................................................              (1,641)               (141)
   Net cash received for sale of assets...................................                   -              24,265
                                                                                  ------------         -----------
     Net cash (used in) provided by investing activities..................              (1,641)             24,124

Cash flows from financing activities:
   Payments of long-term debt.............................................            (100,438)            (29,330)
   Proceeds from issuance of long-term debt...............................              98,760                   -
   Payments of debt issuance costs........................................              (3,247)                  -
                                                                                  ------------         -----------
     Net cash used in financing activities................................              (4,925)            (29,330)

                                                                                  ------------         -----------
     Decrease in cash and cash equivalents................................              (6,239)             (7,882)

Cash and cash equivalents at beginning of period..........................              15,055              13,433
                                                                                  ------------         -----------

Cash and cash equivalents at end of period................................        $      8,816         $     5,551
                                                                                  ============         ===========

Supplemental disclosure of cash flow information - Cash paid for:
     Interest.............................................................        $      9,821         $     1,711
     Income taxes.........................................................        $        279         $        42
                                   See notes to consolidated financial statements.

                                                         3
</TABLE>

<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 March 30, 2002 and the results
of their  operations  and their cash flows for the thirteen  week periods  ended
March 30, 2002 and March 31, 2001.

         The results of operations  for the thirteen week period ended March 30,
2002 is 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.

         The  Emerging  Issues Task Force  (EITF) has  reached a consensus  with
respect to the issue of  "Accounting  for Certain Sales  Incentives,"  including
point of sale coupons,  rebates and free merchandise.  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.  The Company  previously  recorded
reductions in price  pursuant to coupons as sales,  marketing  and  distribution
expenses.  The Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  reclassified prior period coupon
expense as a reduction of net sales.  Coupon expense  reclassified in accordance
with the EITF  consensus  for the thirteen  week period ended March 31, 2001 was
$0.3 million. The implementation of the provisions of such EITF consensus alters
the classification of certain sales incentives in the consolidated  statement of
operations  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."  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.  The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, 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 week period ended March 31, 2001 were $10.3 million.

         The following  table  reclassifies  prior period  amounts as if the two
aforementioned new EITF consensuses had been implemented  effective December 31,
2000:
<TABLE>
<CAPTION>
<S>                                                   <C>                        <C>
                                                       Thirteen weeks ended            Year ended
                                                         March 31, 2001             December 29, 2001
                                                      As Filed  Reclassified     As Filed  Reclassified
                                                      --------  ------------     --------  ------------
Sales                                                  $71,956    $61,399        $332,433    $279,779
Gross profit                                            30,146     19,589         139,908      87,254
Sales, marketing and distribution expenses              18,421      7,864          87,576      34,922
</TABLE>

                                       4
<PAGE>

         In July 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business  combinations  initiated after June 30, 2001
as well as all purchase  method business  combinations  completed after June 30,
2001.  Statement No. 141 also specifies the criteria  intangible assets acquired
in a  purchase  method  business  combination  must  meet to be  recognized  and
reported as separate from goodwill. 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. 141 on June 30,
2001,  and adopted the  provisions of Statement No. 142 effective as of December
30,  2001.  Goodwill and  intangible  assets  acquired in business  combinations
completed  before July 1, 2001  continued  to be amortized in fiscal 2001 in the
same manner permitted prior to the adoption of Statement No. 142.

         In connection with the  transitional  goodwill  impairment  evaluation,
Statement  No. 142  requires  the  Company to  perform an  assessment,  for each
reporting  unit, as to whether there is an indication  that goodwill is impaired
as of the date of adoption by the Company of the  provisions  of  Statement  No.
142.  Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the  provisions  of Statement No. 142
to determine the fair value of its  reporting  unit and to compare such value to
the reporting unit's carrying amount. If, upon such determination, the reporting
unit's carrying  amount exceeds its fair value,  the Company will be required to
perform the second step of the transitional impairment test. In the second step,
the  Company  must  compare  the  implied  fair  value of the  reporting  unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets  (recognized and  unrecognized)  and liabilities in a manner similar to a
purchase price  allocation in accordance with Statement No. 141, to its carrying
amount,  both of which are required to be measured as of the date of adoption by
the Company of the provisions of Statement No. 142. This second step is required
to be completed  as soon as  possible,  but no later than the end of the year of
such adoption.  Any transitional  impairment loss, if any, will be recognized as
the  cumulative  effect of a change in  accounting  principle  in the  Company's
consolidated statement of earnings.

         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,  all of which will be subject to
the  transition  provisions  of  Statement  No.s  141 and 142.  Effective  as of
December  30,  2001,  the Company  ceased the  amortization  of all goodwill and
identifiable  intangible  assets having  indefinite  useful lives.  Amortization
expense  related to goodwill  was $0.8 million and $3.1 million for the thirteen
week period ended March 31, 2001 and year ended December 29, 2001, respectively.
Amortization expense related to trademarks was $1.4 million and $5.4 million for
the thirteen week period ended March 31, 2001 and year ended  December 29, 2001,
respectively.  Because of the  extensive  effort  needed to comply with adopting
Statement No. 142, the Company has not finalized its assessment of the impact of
adopting this Statement on the Company's  consolidated  financial  statements at
this time and has not determined whether any transitional impairment losses will
be required to be recognized as the cumulative  effect of a change in accounting
principle.  However,  based upon its initial analysis, the Company believes that
the  adoption  of  Statement  No.  142 will not have a  material  effect  on the
consolidated financial statements other than the nonamortization of goodwill and
other  identifiable  intangible assets deemed to have an indefinite useful lives
effective as of December 30, 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:

                                                  Thirteen weeks ended
                                                  --------------------
                                           March 30, 2002         March 31, 2001
                                           --------------         --------------

Reported net income                                $3,018                   $608
Add back:  Goodwill amortization                        -                    766
Add back:  Trademark amortization                       -                  1,367
                                                   ------                 ------

Adjusted net income                                $3,018                 $2,741
                                                   ======                 ======

                                       5

<PAGE>

         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.

         The Company has only  limited  involvement  with  derivative  financial
instruments and does not use them for trading purposes. The Company only has one
interest rate swap agreement, which it entered into in March 2002, to manage its
exposure to interest rate fluctuations. The Company is exposed to credit risk in
the event of the inability of counter  parties to perform under its  outstanding
derivatives  contracts.  However,  the Company  seeks to  minimize  such risk by
entering  into  transactions  with  counter  parties  that are  major  financial
institutions with high credit ratings.


(2)      Nature of Operations and Business Dispositions

         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 4 below.

                                       6

<PAGE>

(3)      Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
<S>                                                       <C>                  <C>

                                                          March 30, 2002       December 29, 2001
                                                          --------------       -----------------
Raw materials and packaging........................        $      16,940        $         15,035
Work in process....................................                1,659                   2,041
Finished goods.....................................               48,666                  49,066

                                                           $      67,265        $         66,142
</TABLE>

(4)      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 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  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 March 30, 2002 and
at March 31, 2001. The  outstanding  balances for Term Loan A and Term Loan B at
March 30, 2002 was $0 and $68,579, 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 was issued by the Company through
a private  offering of the notes  completed on March 7, 2002.  The Notes contain
certain transfer restrictions. The additional $100,000 principal amount was 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
financing fees.

         The indenture for the Notes  contains  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


                                       7
<PAGE>

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 have
the option,  at any time on or prior to August 1, 2002, to redeem the Notes,  in
whole but not in part,  at a  redemption  price  equal to 100% of the  principal
amount plus the Applicable Premium, as defined, plus accrued and unpaid interest
and Liquidated Damages,  as defined,  if any, to the date of redemption,  and if
the  Company  does not so redeem  the Notes or if such  Change  in  Control,  as
defined,  occurs after  August 1, 2002,  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 pays
a variable rate of  three-month  LIBOR plus 5.65% (7.66% at March 30, 2002) on a
notional  amount of $100,000  expiring  in June 2004 in exchange  for the 9.625%
fixed rate on the Notes.  The fair value of this derivative  instrument at March
30,  2002 was  immaterial.  Changes in the fair value are  recorded  as interest
expense.  As the instrument was acquired on March 21, 2002,  such change in fair
value at March 30, 2002 was immaterial.


(5)      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 is  cooperating
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.  Both firms have  submitted  their  findings  to the NJDEP along with
recommendations  for no further  action.  The  Company is  awaiting  the NJDEP's
response to such recommendations.  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  March 30,  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 March  30,  2002,
although future  information and developments may warrant or require the Company
to incur additional  expenses.  At March 30, 2002, the remaining accrual related
to this matter was less than $0.1 million.

         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.  The Company has
submitted a demand for  indemnity,  but the  indemnitor's  initial  response was
limited to a request


                                       8
<PAGE>


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 claims and legal actions  arising in
the ordinary  course of  business.  In the opinion of  management,  the ultimate
disposition  of these  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.

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

Results of Operations

         13 week period  ended March 30, 2002  compared to 13 week period  ended
March 31, 2001.

         Net Sales.  Net sales  increased  $4.8 million or 7.8% to $66.2 million
for the thirteen week period ended March 30, 2002 (the "2002 Quarterly  Period")
from $61.4  million for the thirteen week period ended March 31, 2001 (the "2001
Quarterly  Period").  Sales of the Company's line of Emeril's branded  products,
Ac'cent branded flavor enhancers,  Las Palmas brands, Joan of Arc brands, Regina
branded  products,  Trappey  brands and B&M Baked Beans  increased $2.6 million,
$0.8 million,  $0.7 million,  $0.4 million,  $0.3 million, $0.3 million and $0.2
million or 80.7%, 24.5%, 18.9%, 14.2%, 11.0%, 7.3% and 3.3%, 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.
Trade promotion spending,  which is included in net sales pursuant to EITF Issue
No. 00-25,  expressed as a percentage of gross sales, remained constant at 16.9%
for each of the 2002 Quarterly Period and the 2001 Quarterly Period.

         Gross  Profit.  Gross  profit  increased  $1.1 million or 5.7% to $20.7
million for the 2002  Quarterly  Period from $19.6 million in the 2001 Quarterly
Period.  Gross profit  expressed as a percentage of net sales decreased to 31.3%
for the 2002 Quarterly Period from 31.9% in the 2001 Quarterly Period, primarily
due to an increase in the cost of maple syrup.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  remained  constant at $7.9  million for each of the 2002
Quarterly  Period and the 2001 Quarterly  Period.  Such expenses  expressed as a
percentage  of net sales  decreased to 11.9% in the 2002  Quarterly  Period from
12.8% in the 2001 Quarterly Period.

         General  and  Administrative   Expenses.   General  and  administrative
expenses (including amortization of intangibles in the 2001 Quarterly Period and
management  fees)  decreased  $2.2 million or 61.3% to $1.4 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 $0.1 million in
the 2002 Quarterly Period.


                                       9
<PAGE>

         Environmental   Clean-Up.  As  further  described  below,  the  Company
recorded a charge of $1.1 million in the 2001 Quarterly Period.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased $4.4 million or 62.9% to $11.4 million for the 2002  Quarterly  Period
from $7.0 million for the 2001 Quarterly Period. Operating income expressed as a
percentage  of net sales  increased to 17.2% in the 2002  Quarterly  Period from
11.4% in the 2001 Quarterly 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 Quarterly Period.

         Interest  Expense.  Interest  expense  decreased  $2.1  million to $6.4
million for the 2002  Quarterly  Period from $8.5 million in the 2001  Quarterly
Period as a result of lower  outstanding  loan balances and lower interest rates
in the 2002 Quarterly Period.

         Income Tax Expense. Income tax expense increased $1.0 million or 102.8%
to $2.0  million for the 2002  Quarterly  Period  from $1.0  million in the 2001
Quarterly Period. The Company's effective tax rate for the 2002 Quarterly Period
was 40.0% as compared to 62.0% 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
severance charges, interest, taxes, depreciation,  amortization, special charges
and gain on sale of  assets  ("Adjusted  EBITDA")  is an  important  performance
measure  used by the Company and its  stockholders.  The Company  believes  that
Adjusted EBITDA provides  additional  information for determining its ability to
meet  future  debt  service  requirements.   However,  Adjusted  EBITDA  is  not
indicative of operating  income or cash flow from operations as determined under
generally accepted accounting principles.  The Company's Adjusted EBITDA for the
thirteen  weeks ended March 30, 2002 and March 31, 2001 is calculated as follows
(dollars in thousands):

                                                        Thirteen weeks ended
                                                        --------------------
                                              March 30, 2002      March 31, 2001
                                              --------------      --------------

Net income                                       $  3.0               $  0.6
Depreciation and amortization                       1.3                  3.5
Income tax expense                                  2.0                  1.0
Interest expense                                    6.4                  8.5
                                                 ------               ------
EBITDA                                             12.6                 13.6
Special charge-environmental clean-up               0.0                  1.1
Gain on sale of assets                              0.0                 (3.1)
                                                 ------               ------
Adjusted EBITDA                                  $ 12.6               $ 11.6
                                                 ======               ======

Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased  $3.0 million to $0.3
million for the 2002 Quarterly Period from cash used in operating  activities of
$2.7 million in the 2001 Quarterly  Period.  The increase was due to an increase
in net income  and a decrease  in trade  accounts  receivable,  as a result of a
decrease in days sales  outstanding,  which was partially offset by decreases in
accrued  expenses and  accounts  payable and an increase in  inventory.  Working
capital at March 30, 2002 was $67.0  million,  an increase of $17.1 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.


                                       10
<PAGE>

         Net cash used in investing activities for the 2002 Quarterly Period was
$1.6 million as compared to net cash  provided by investing  activities of $24.1
million  for the 2001  Quarterly  Period.  The net cash  provided  by  investing
activities in the 2001 Quarterly Period reflects the proceeds  received from the
B&R Disposition in the amount of $24.3 million.  Capital expenditures during the
2002 Quarterly  Period of $1.6 million included  purchases of manufacturing  and
computer  equipment  and were $1.5  million  above the $0.1  million  in similar
capital expenditures for the 2001 Quarterly Period.

         Net cash used in financing activities for the 2002 Quarterly Period was
$4.9 million as compared to $29.3 million for the 2001 Quarterly Period. The net
cash used by  financing  activities  for the 2002  Quarterly  Period  included a
payment of $38.3 million  toward the remaining  balance of the Term Loan A and a
partial  prepayment  of $62.1  million  toward the Term Loan B.  These  payments
totaled $100.4 million, and included $95.8 million in prepayments of Term Loan A
and Term Loan B, the  Company's  required $0.1 million  quarterly  payment under
Term Loan B and an additional  prepayment of $4.5 million under Term Loan B. The
net cash used by financing  activities  for the 2001 Quarterly  Period  included
payments of $10.6  million  due on the Term Loan A and $18.7  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.

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 in connection with its recent acquisitions,  and 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 is  cooperating
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.  Both firms have  submitted  their  findings  to the NJDEP along with
recommendations  for no further  action.  The  Company is  awaiting  the NJDEP's
response to such recommendations.  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  March 30,  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


                                       11
<PAGE>


believes  that  substantially  all  expenses  relating  to this matter have been
incurred  and  paid as of  March  30,  2002,  although  future  information  and
developments may warrant or require the Company to incur additional expenses. At
March 30, 2002, the remaining  accrual related to this matter was less than $0.1
million.

         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.  The Company has
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 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  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 March 30, 2002 and
at March 31, 2001. The  outstanding  balances for Term Loan A and Term Loan B at
March 30, 2002 was $0 and $68,579, 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 was issued by the Company through
a private  offering of the notes  completed on March 7, 2002.  The Notes contain
certain transfer restrictions. The additional $100,000 principal amount was 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
financing fees.

         The indenture for the Notes  contains  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


                                       12
<PAGE>

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 have the option, at any time on or prior to August 1,
2002, to redeem the Notes, in whole but not in part, at a redemption price equal
to 100% of the principal amount plus the Applicable  Premium,  as defined,  plus
accrued and unpaid interest and Liquidated  Damages,  as defined, if any, to the
date of  redemption,  and if the Company does not so redeem the Notes or if such
Change in Control, as defined,  occurs after August 1, 2002, 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 pays
a variable rate of  three-month  LIBOR plus 5.65% (7.66% at March 30, 2002) on a
notional  amount of $100,000  expiring  in June 2004 in exchange  for the 9.625%
fixed rate on the Notes.  The fair value of this derivative  instrument at March
30,  2002 was  immaterial.  Changes in the fair value are  recorded  as interest
expense.  As the instrument was acquired on March 21, 2002,  such change in fair
value at March 30, 2002 was immaterial.

Future Capital Needs

         The Company is highly leveraged. On March 30, 2002, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$287.6 million and $65.9 million, respectively.

         The Company's primary sources of capital are cash flows from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing for acquisitions.  The Company's ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving  credit   facility,   net  of  outstanding   letters  of  credit,   of
approximately  $59.0  million  at March  30,  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 produce used to make its
shelf-stable  pickles,  relishes,  peppers,  olives and other related  specialty
items during the months of July  through  October,  and it purchases  all of its
maple syrup requirements during the months of April through July.  Consequently,
its liquidity needs are greatest during these periods.

Recent Accounting Pronouncements

         The  Emerging  Issues Task Force  (EITF) has  reached a consensus  with
respect to the issue of  "Accounting  for Certain Sales  Incentives,"  including
point of sale coupons,  rebates and free merchandise.  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.  The Company  previously  recorded
reductions in price  pursuant to coupons as sales,  marketing  and  distribution


                                       13
<PAGE>

expenses.  The Company  implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result,  reclassified prior period coupon
expense as a reduction of net sales.  Coupon expense  reclassified in accordance
with the EITF  consensus  for the thirteen  week period ended March 31, 2001 was
$0.3 million. The implementation of the provisions of such EITF consensus alters
the classification of certain sales incentives in the consolidated  statement of
operations resulting in a reduction of sales and gross margin, 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."  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.  The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, 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 week period ended March 31, 2001 were $10.3 million.

         The following  table  reclassifies  prior period  amounts as if the two
aforementioned new EITF consensuses had been implemented  effective December 31,
2000:
<TABLE>
<CAPTION>
<S>                                                   <C>                        <C>

                                                       Thirteen weeks ended            Year ended
                                                         March 31, 2001             December 29, 2001
                                                      As Filed  Reclassified     As Filed  Reclassified
                                                      --------  ------------     --------  ------------
Sales                                                  $71,956    $61,399        $332,433    $279,779
Gross profit                                            30,146     19,589         139,908      87,254
Sales, marketing and distribution expenses              18,421      7,864          87,576      34,922

</TABLE>

         In July 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business  combinations  initiated after June 30, 2001
as well as all purchase  method business  combinations  completed after June 30,
2001.  Statement No. 141 also specifies the criteria  intangible assets acquired
in a  purchase  method  business  combination  must  meet to be  recognized  and
reported as separate from goodwill. 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. 141 on June 30,
2001,  and adopted the  provisions of Statement No. 142 effective as of December
30,  2001.  Goodwill and  intangible  assets  acquired in business  combinations
completed  before July 1, 2001  continued  to be amortized in fiscal 2001 in the
same manner permitted prior to the adoption of Statement No. 142.

         In connection with the  transitional  goodwill  impairment  evaluation,
Statement  No. 142  requires  the  Company to  perform an  assessment,  for each
reporting  unit, as to whether there is an indication  that goodwill is impaired
as of the date of adoption by the Company of the  provisions  of  Statement  No.
142.  Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the  provisions  of Statement No. 142
to determine the fair value of its  reporting  unit and to compare such value


                                       14
<PAGE>

to the  reporting  unit's  carrying  amount.  If, upon such  determination,  the
reporting  unit's  carrying  amount exceeds its fair value,  the Company will be
required to perform the second step of the transitional  impairment test. In the
second step,  the Company  must compare the implied fair value of the  reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of its assets  (recognized and unrecognized) and liabilities in a manner similar
to a purchase  price  allocation  in accordance  with  Statement No. 141, to its
carrying  amount,  both of which are  required  to be measured as of the date of
adoption by the Company of the provisions of Statement No. 142. This second step
is required to be completed  as soon as  possible,  but no later than the end of
the year of such adoption.  Any  transitional  impairment  loss, if any, will be
recognized as the cumulative  effect of a change in accounting  principle in the
Company's consolidated statement of earnings.

         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,  all of which will be subject to
the  transition  provisions  of  Statement  No.s  141 and 142.  Effective  as of
December  30,  2001,  the Company  ceased the  amortization  of all goodwill and
identifiable  intangible  assets having  indefinite  useful lives.  Amortization
expense  related to goodwill was $0.8 million for the thirteen week period ended
March 31, 2001.  Amortization expense related to trademarks was $1.4 million for
the thirteen week period ended March 31, 2001.  Because of the extensive  effort
needed to comply with adopting  Statement No. 142, the Company has not finalized
its  assessment  of the  impact of  adopting  this  Statement  on the  Company's
consolidated  financial  statements at this time and has not determined  whether
any  transitional  impairment  losses will be required to be  recognized  as the
cumulative effect of a change in accounting principle.  However,  based upon its
initial  analysis,  the Company  believes that the adoption of Statement No. 142
will not have a material effect on the consolidated  financial  statements other
than the  nonamortization of goodwill and other  identifiable  intangible assets
deemed to have an indefinite useful lives effective as of December 30, 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:

                                                    Thirteen weeks ended
                                                    --------------------
                                             March 30, 2002       March 31, 2001
                                             --------------       --------------

Reported net income                               $3,018               $608
Add back:  Goodwill amortization                       -                766
Add back:  Trademark amortization                      -              1,367
                                                  ------             ------

Adjusted net income                               $3,018             $2,741
                                                  ======             ======

         In August, 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment  of 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, 2001 and such adoption had no effect on the Company's consolidated financial
statements for the thirteen weeks ended March 30, 2002.


                                       15
<PAGE>

Forward-Looking Statements

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


Item 3.  Quantitative and Qualitative 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 March 30, 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 March 30, 2002,  would
result in an annual increase in interest  expense and a corresponding  reduction
in cash flow of approximately $1.7 million.








                                       16
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

         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.  The Company has
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.







                                       17
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits

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

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


                                       18
<PAGE>

                  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              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.,


                                       19
<PAGE>


                  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)
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


                                       20
<PAGE>

                  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)
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.)
12.1              Computation  of Ratio of  Earnings  to  Fixed  Charges  (Filed
                  herewith)
21.1              Subsidiaries  of the Company and the  Additional  Registrants.
                  (Filed herewith)


                                       21
<PAGE>

(b)      Reports on Form 8-K

         Current  Report on Form 8-K dated and filed February 25, 2002 reporting
the Company's  intention to privately offer approximately $100 million of Senior
Subordinated Notes due 2007.























                                       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:  May 13, 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>


                                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-


<PAGE>

                  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              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.,


<PAGE>

                  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)
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)

<PAGE>

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)
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.)
12.1              Computation  of Ratio of  Earnings  to  Fixed  Charges  (Filed
                  herewith)
21.1              Subsidiaries  of the Company and the  Additional  Registrants.
                  (Filed herewith)