As filed with the Securities and Exchange Commission on July 20, 2001

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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
[ X ]
For the quarterly period ended June 30, 2001

[ ] 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.
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(Exact name of Registrant as specified in its charter)

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

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

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

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

As of June 30, 2001, B&G Foods, Inc. had one (1) share of common
stock, $.01 par value, outstanding, which was owned by an affiliate.

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B&G Foods, Inc. and Subsidiaries
Index

Page No.
--------

PART I. FINANCIAL INFORMATION

Item 1.

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

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

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

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

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............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...................................................23

(i)

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

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

Assets June 30, 2001 December 30, 2000
------------- -----------------

Current assets:
Cash and cash equivalents $ 9,668 $ 13,433
Trade accounts receivable, net 19,554 24,171
Inventories 66,856 63,626
Prepaid expenses 4,127 2,114
Net assets held for sale - 20,685
Deferred income taxes 1,279 1,279
-------------------------------
Total current assets 101,484 125,308

Property, plant and equipment, net 36,646 38,275
Intangible assets, net 279,397 283,666
Other assets 8,814 9,767
-------------------------------

$ 426,341 $ 457,016
===============================

Liabilities and Stockholder's Equity

Current liabilities:
Current installments of long-term debt $ 15,269 $ 16,009
Trade accounts payable 21,279 24,781
Accrued expenses 15,783 15,267
Due to related party 208 208
-------------------------------
Total current liabilities 52,539 56,265

Long-term debt 281,178 313,314
Deferred income taxes 33,337 30,500
Other liabilities 197 149
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Total liabilities 367,251 400,228

Stockholder's equity:
Common stock, $.01 par value per share. Authorized
1,000 shares; issued and outstanding 1 share - -
Additional paid-in capital 56,342 56,342
Retained earnings 2,748 446
-------------------------------
Total stockholder's equity 59,090 56,788
-------------------------------

$ 426,341 $ 457,016
===============================

See notes to consolidated financial statements.

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

Thirteen Weeks Ended Twenty-six Weeks Ended
June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000
------------- ------------ ------------- ------------

Net sales $ 88,090 $ 95,767 $ 160,046 $ 169,161
Cost of goods sold 49,888 53,428 91,698 94,932
---------------------------- ----------------------------

Gross profit 38,202 42,339 68,348 74,229

Sales, marketing, and distribution expenses 23,415 27,226 41,836 48,065
General and administrative expenses 3,605 3,226 7,104 6,688
Management fees-related party 125 125 250 250
Special charge-severance - 250 - 250
Special charge-environmental clean up - - 1,100 -
---------------------------- ----------------------------

Operating income 11,057 11,512 18,058 18,976

Other expense:
Gain on sale of assets - - (3,112) -
Interest expense 7,518 9,129 16,031 17,752
---------------------------- ----------------------------

Income before income
tax expense 3,539 2,383 5,139 1,224

Income tax expense 1,845 1,239 2,837 636
---------------------------- ----------------------------

Net income $ 1,694 $ 1,144 $ 2,302 $ 588
============================ ============================

See notes to consolidated financial statements.

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

Twenty-six Weeks Ended
June 30, 2001 July 1, 2000
------------- ------------

Cash flows from operating activities
Net income $ 2,302 $ 588
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,071 7,712
Deferred income tax expense 2,837 636
Amortization of deferred debt issuance costs 953 887
Gain on sale of assets (3,112) -
Changes in assets and liabilities:
Trade accounts receivable 4,617 699
Inventories (3,502) 5,756
Prepaid expenses (2,034) (344)
Other assets - (1)
Trade accounts payable (3,502) (2,944)
Accrued expenses 516 (3,151)
Other liabilities 48 49
---------------------------

Net cash provided by operating activities 6,194 9,887
---------------------------

Cash flows from investing activities:
Capital expenditures (1,173) (3,903)
Proceeds from sale of assets 24,090 -
---------------------------

Net cash provided by (used in) investing activities 22,917 (3,903)
---------------------------

(continued)

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

Twenty-six Weeks Ended
June 30, 2001 July 1, 2000
------------- ------------

Cash flows from financing activities:
Payments of deferred debt issuance costs - (1,262)
Payments of long-term debt (32,876) (3,892)
----------------------------

Net cash used in
financing activities (32,876) (5,154)
----------------------------

(Decrease) increase in cash and
cash equivalents (3,765) 830

Cash and cash equivalents at beginning of period 13,433 7,745
----------------------------

Cash and cash equivalents at end of period $ 9,668 $ 8,575
============================

Supplemental disclosure of cash flow information -
Cash paid for:

Interest $ 16,511 $ 16,687
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Income taxes $ 161 $ 625
=========== ============

See notes to consolidated financial statements.

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 June
30, 2001 and the results of their operations and their cash flows for
the thirteen and twenty-six week periods ended June 30, 2001 and July
1, 2000.

The results of operations for the thirteen and twenty-six week periods
ended June 30, 2001 are not necessarily indicative of the results to be
expected for the full year. The accompanying consolidated financial
statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's 2000 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.

(2) Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") Emerging Issues Task
Force ("EITF") has reached a consensus with respect to Issue No. 00-14,
"Accounting for Certain Sales Incentives," including point of sale
coupons, rebates and free merchandise. The consensus included a
conclusion that the value of such sales incentives that result in a
reduction of the price paid by the customer should be netted against
revenue and not classified as a sales or marketing expense. The Company
currently records reductions in price pursuant to coupons as sales,
marketing and distribution expenses. Upon the implementation of the
EITF consensus, which is required in the first quarter of fiscal 2002,
the Company will reclassify current and prior period coupon expense as
a reduction of net sales. Coupon expense was $0.8 million and $1.1
million for the twenty-six week periods ended June 30, 2001 and July 1,
2000, respectively. The implementation of the EITF consensus will
effect classification of expenses in the consolidated statements of
operations, but will not have any effect on the Company's net income.
The Company includes free merchandise in cost of goods sold as required
by the new EITF consensus.

In the fourth quarter of fiscal 2000, the Company adopted the
provisions of the FASB's EITF Issue No. 00-10, "Accounting For Shipping
and Handling Fees and Costs," which requires the Company to report all
amounts billed to a customer in a sale transaction as revenue,
including those amounts related to shipping and handling. The Company
has historically included such amounts in sales as required by the
EITF. Prior to such adoption, however, shipping and handling costs were
included in sales, marketing and distribution expenses. In connection
with the adoption of EITF Issue No. 00-10, the Company has reclassified
shipping and handling costs to cost of goods sold in its consolidated
statement of operations for the thirteen and twenty-six week periods
ended July 1, 2000. As a result of this reclassification, previously
reported cost of goods sold increased and sales, marketing and
distribution expenses were decreased by $3.5 million and $7.3 million
for the thirteen and twenty-six week periods ended July 1, 2000,
respectively.

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

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

Services." The consensus included 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 revenue when recognized in the vendor's income
statement. That presumption can be overcome, and the consideration may
be characterized as a cost, if certain conditions are met. Upon
implementation of the EITF consensus, which is required in the first
quarter of fiscal 2002, the Company will reclassify certain current and
prior period expenses as a reduction of net sales. The Company is
currently evaluating the impact of adoption of this EITF consensus.

(3) Nature of Operations and Business Dispositions

Nature of Operations

The Company operates in one industry segment, the manufacturing,
marketing and distribution of branded, shelf-stable food products. The
Company's products include pickles, peppers, jams and jellies, canned
meats and beans, spices, syrups, 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 Dispositions

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 sale of Burns & Ricker toward the partial
prepayment of term loans, as required under the Company's Senior
Secured Credit Facility. See Note 5 below.

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

(4) Inventories

Inventories consist of the following:

June 30, 2001 December 30, 2000
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Raw materials and packaging $ 23,174 $ 16,613
Work in process 1,017 1,738
Finished goods 42,665 45,275
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$ 66,856 $ 63,626
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(5) Debt

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

The Company is a party to a $280,000 Senior Secured Credit Facility
(the "Senior Secured Credit Facility") comprised of a $60,000 five-year
revolving credit facility, a $70,000 five-year Term Loan A ("Term Loan
A") and a $150,000 seven-year Term Loan B ("Term Loan B," and together
with Term Loan A, the "Term Loan Facilities"). Interest is determined
based on several alternative rates as stipulated in the Senior Secured
Credit Facility, including the base lending rate per annum plus an
applicable margin, or LIBOR plus an applicable margin. The Senior
Secured Credit Facility is secured by substantially all of the
Company's assets. The Senior Secured Credit Facility provides for
mandatory prepayment requirements based on asset dispositions and
issuance of securities, as defined. The Senior Secured Credit Facility
contains covenants that will restrict, among other things, the ability
of the Company to incur additional indebtedness, pay dividends and
create certain liens. The Senior Secured Credit Facility also contains
certain financial covenants, which, among other things, specify maximum
capital expenditure limits, a minimum fixed charge coverage ratio, a
minimum total interest coverage ratio and a maximum indebtedness to
EBITDA ratio, each ratio as defined. Proceeds of the Senior Secured
Credit Facility are restricted to funding the Company's working capital
requirements, capital expenditures and acquisitions of companies in the
same line of business as the Company, subject to certain criteria. The
Senior Secured Credit Facility limits expenditures on acquisitions to
$40,000 per year. There were no borrowings outstanding under the
revolving credit facility at June 30, 2001.

(6) 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 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

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

firm to address the on-site oil impact to subsurface soils. Since
January 17, 2001, the Company and its environmental services firms have
been working to clean up the oil and are cooperating with the NJDEP.

Management believes substantial progress has been made toward the
clean-up of the oil. The Company will continue monitoring the fuel tank
readings, sampling sediment and surface water for evidence of any new
leaks and related clean-up and monitoring activities. 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. The actual expenses
incurred to date relating to the clean-up of the oil spill are $1.0
million. Management believes that substantially all estimated expenses
relating to this matter have been incurred as of June 30, 2001 and,
therefore, the $1.1 million accrual continues to represent the best
estimate of such expenses. However, depending on the results of further
monitoring and sampling, the Company's estimate could change in the
near term. Future information and developments may require the Company
to continually reassess the expected impact of this matter.

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

Results of Operations

13 week period ended June 30, 2001 compared to 13 week period ended
July 1, 2000.

Net Sales. Net sales decreased $7.7 million or 8.0% to $88.1 million
for the thirteen week period ended June 30, 2001 (the "2001 Quarterly Period")
from $95.8 million for the thirteen week period ended July 1, 2000 (the "2000
Quarterly Period"). The B&R Disposition accounted for $6.8 million of the sales
decrease on a comparative basis. The Company's new line of Emeril's Original
branded products produced $4.6 million in sales. Sales of the Company's Maple
Grove Farms of Vermont brands, Ac'cent brand and Sason brands increased $0.4
million, $0.2 million and $0.2 million or 3.7%, 4.3% and 16.2%, respectively.
Sales of the Company's Las Palmas brand, Polaner brands, B&M Baked Beans,
Vermont Maid Syrups and Underwood brands decreased $1.7 million, $1.4 million,
$0.7 million, $0.7 million and $0.6 million or 25.9%, 11.5%, 4.3%, 42.8% and
0.6%, respectively. Sales of the Company's other brands collectively decreased
$1.2 million or 4.6%. The decline of certain brands is partially due to a
decision by management to reduce trade spending (see below).

Gross Profit. Gross profit decreased $4.1 million or 9.8% to $38.2
million for the 2001 Quarterly Period from $42.3 million in the 2000 Quarterly
Period, primarily due to the decrease in net sales. Gross profit expressed as a
percentage of net sales decreased 0.8% to 43.4% for the 2001 Quarterly Period
from 44.2% in the 2000 Quarterly Period. Increased freight costs accounted for
0.6% of the 0.8% decrease. The remaining decrease of 0.2% related to increased
costs in the Underwood and Las Palmas brands.

Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses decreased $3.8 million or 14.0% to $23.4 million in the
2001 Quarterly Period from $27.2 million in the 2000 Quarterly Period. Such
expenses expressed as a percentage of net sales decreased to 26.6% in the 2001
Quarterly Period from 28.4% in the 2000 Quarterly Period. The decrease is
primarily due to a decision by management to reduce trade spending. Trade
promotion spending expenses decreased $2.5 million or 13.6%. Trade promotion
spending as a percentage of sales decreased to 18.2% in the 2001 Quarterly
Period from 19.4% in the 2000 Quarterly Period. Coupon and advertising expenses
decreased $1.0 million or 58.7%. Distribution expenses decreased $0.1 million or
8.0%. All other expenses collectively decreased $0.2 million or 0.5%.

General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees) increased
$0.4 million or 11.3% to $3.7 million in the 2001 Quarterly Period from $3.4
million in the 2000 Quarterly Period. A decrease in amortization of certain
intangibles in the amount of $0.2 million disposed of in the B&R Disposition was
offset by an increase in operating expenses of $0.6 million in the 2001
Quarterly Period.

Special Charge-Severance. During the 2000 Quarterly Period, the Company
recorded a severance charge of $0.3 million. As part of the severance
arrangements, 13 employees were terminated.

Operating Income. As a result of the foregoing, operating income
decreased $0.5 million or 4.0% to $11.1 million for the 2001 Quarterly Period
from $11.5 million for the 2000 Quarterly Period. Operating income expressed as
a percentage of net sales increased to 12.6% in the 2001 Quarterly Period from
12.0% in the 2000 Quarterly Period.

Interest Expense. Interest expense decreased $1.6 million to $7.5
million for the 2001 Quarterly Period from $9.1 million in the 2000 Quarterly
Period as a result of lower outstanding loan balances in the 2001 Quarterly
Period resulting from the partial prepayment of the term loans required in
connection with the B&R Disposition and reduced interest rates.

Income Tax Expense. Income tax expense for the 2001 Quarterly Period
was $1.8 million as compared to $1.2 million in the 2000 Quarterly Period. The
Company's effective tax rate for the 2001 Quarterly Period was 52.1% as compared
to 52.0% in the 2000 Quarterly Period.

Because of the highly leveraged status of the Company, earnings before
severance charges, interest, taxes, depreciation and amortization ("Adjusted
EBITDA") is an important performance measure used by the Company and its
stockholders. The Company believes that Adjusted EBITDA provides additional
information for determining its ability to meet future debt service
requirements. However, Adjusted EBITDA is not indicative of operating income or
cash flow from operations as determined under generally accepted accounting
principles. The Company's Adjusted EBITDA for the thirteen weeks ended June 30,
2001 and July 1, 2000 is calculated as follows (dollars in millions):

Thirteen weeks ended
---------------------
June 30, 2001 July 1, 2000
------------- ------------

Net income $ 1.7 $ 1.1
Depreciation and amortization 3.6 3.7
Income tax expense 1.8 1.3
Interest expense 7.5 9.1
----------- -----------
EBITDA 14.6 15.2
Special charge-severance - 0.3
----------- -----------
Adjusted EBITDA $ 14.6 $ 15.5
=========== ===========

26 week period ended June 30, 2001 compared to 26 week period ended
July 1, 2000.

Net Sales. Net sales decreased $9.1 million or 5.4% to $160.0 million
for the twenty-six week period ended June 30, 2001 (the "2001 Year-to-Date
Period") from $169.2 million for the twenty-six week period ended July 1, 2000
(the "2000 Year-to-Date Period"). The B&R Disposition accounted for $11.3
million of the sales decrease on a comparative basis. The Company's new line of
Emeril's Original branded products produced $8.2 million in sales. Sales of the
Company's Sason branded flavor enhancers, Ac'cent branded flavor enhancers, B&G
branded pickles and peppers and Maple Grove Farms of Vermont increased $0.8
million, $0.8 million, $0.8 million and $0.8 million or 39.0%, 10.6%, 2.9% and
3.8%, respectively. Sales of the Company's Polaner brands, Underwood brands, Las
Palmas brand, Joan of Arc brands and B&M Baked Beans brand decreased $2.4
million, $2.3 million, $1.5 million, $1.0 million and $0.8 million or 9.8%,
18.1%, 13.8%, 16.8% and 3.6%, respectively. Sales of the Company's other brands
collectively decreased $1.2 million or 5.7%. The decline of certain brands is
partially due to a decision by management to reduce trade spending (see below).

Gross Profit. Gross profit decreased $5.9 million or 7.9% to $68.3
million for the 2001 Year-to-Date Period from $74.2 million in the 2000
Year-to-Date Period, primarily due to the decrease in net sales. Gross profit
expressed as a percentage of net sales decreased 1.2% to 42.7% for the 2001
Year-to-Date Period from 43.9% in the 2000 Year-to-Date Period. The decrease in
gross profit percentage included higher purchase costs of the Underwood and Las
Palmas brands and a shift in the mix of sales

of certain brands including the fact that Burns & Ricker branded products are no
longer in the mix of products sold by the Company.

Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses decreased $6.2 million or 13.0% to $41.8 million in the
2001 Year-to-Date Period from $48.1 million in the 2000 Year-to-Date Period.
Such expenses expressed as a percentage of net sales decreased to 26.1% in the
2001 Year-to-Date Period from 28.4% in the 2000 Year-to-Date Period. The
decrease is primarily due to a decision by management to reduce trade spending.
Trade promotion spending decreased $3.3 million or 10.3%. Trade promotion
spending as a percentage of sales decreased to 17.6% in the 2001 Year-to-Date
Period from 18.6% in the 2000 Year-to-Date Period. Coupon and advertising
expenses decreased $1.7 million or 58.3%. Distribution expenses decreased $0.4
million or 14.7%. All other expenses collectively decreased $0.8 million or
1.7%.

General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees) increased
$0.4 million or 6.0% to $7.4 million in the 2001 Year-to-Date Period from $6.9
million in the 2000 Year-to-Date Period. A decrease in amortization of certain
intangibles in the amount of $0.5 million disposed of in the B&R Disposition was
offset by an increase in operating expenses of $0.9 million in the 2001
Year-to-Date Period.

Special Charge-Severance. During the 2000 Year-to-Date Period, the
Company recorded a severance charge of $0.3 million. As part of the severance
arrangements, 13 employees were terminated.

Special Charge-Environmental Clean-Up. As further described below, the
Company recorded a charge of $1.1 million in the 2001 Year-to-Date Period.

Operating Income. As a result of the foregoing, operating income
decreased $0.9 million or 4.8% to $18.1 million for the 2001 Year-to-Date Period
from $19.0 million for the 2000 Year-to-Date Period. Operating income expressed
as a percentage of net sales increased to 11.3% in the 2001 Year-to-Date Period
from 11.2% in the 2000 Year-to-Date Period.

Gain of Sale of Assets. As further described in Note 3 of the
consolidated financial statements, the Company recorded a $3.1 million gain on
the B&R Disposition.

Interest Expense. Interest expense decreased $1.7 million to $16.0
million for the 2001 Year-to-Date Period from $17.8 million in the 2000
Year-to-Date Period as a result of lower outstanding loan balances in the 2001
Year-to-Date Period as a result of the partial prepayment of the term loans
required in connection with the B&R Disposition and reduced interest rates.

Income Tax Expense. Income tax expense for the 2001 Year-to-Date Period
was $2.8 million as compared to $0.6 million in the 2000 Year-to-Date Period.
The Company's effective tax rate for the 2001 Year-to-Date Period was 55.2% as
compared to 52.0% in the 2000 Year-to-Date Period.

Because of the highly leveraged status of the Company, earnings before
special charges, gain on sale of assets, interest, taxes, depreciation and
amortization ("Adjusted EBITDA") is an important performance measure used by the
Company and its stockholders. The Company believes that Adjusted EBITDA provides
additional information for determining its ability to meet future debt service
requirements. However, Adjusted EBITDA is not indicative of operating income or
cash flow from operations as determined under generally accepted accounting
principles. The Company's Adjusted EBITDA for the twenty-six weeks ended
June 30, 2001 and July 1, 2000 is calculated as follows (dollars in millions):

Twenty-six weeks ended
----------------------
June 30, 2001 July 1, 2000
------------- ------------

Net income $ 2.3 $ 0.5
Depreciation and amortization 7.1 7.7
Income tax expense 2.8 0.7
Interest expense 16.0 17.7
------------ -----------
EBITDA 28.2 26.6
Special charge-environmental clean-up 1.1 -
Special charge-severance - 0.3
Gain on sale of assets (3.1) -
------------ -----------
Adjusted EBITDA $ 26.2 $ 26.9
============ ===========

Liquidity and Capital Resources

Cash Flows

Cash provided by operating activities decreased $3.7 million to $6.2
million for the 2001 Year-to-Date Period from $9.9 million in the 2000
Year-to-Date Period. The decrease was primarily due to decreases in receivables,
as a result of a decrease in days sales outstanding and trade accounts payable
offset by an increase in inventory. Working capital at June 30, 2001 was $48.9
million, a decrease of $20.1 million over working capital at December 30, 2000
of $69.0 million. The decrease in working capital was due to the sale of assets
in connection with the B&R Disposition. In addition, there were decreases in
cash, receivables and accounts payable.

Net cash provided by investing activities for the 2001 Year-to-Date
Period was $22.9 million as compared to net cash used in investing activities of
$3.9 million for the 2000 Year-to-Date Period. The increase is due to the
proceeds received from the B&R Disposition in the amount of $24.3 million.
Capital expenditures during the 2001 Year-to-Date Period of $1.2 million
included purchases of manufacturing and computer equipment and were $2.7 million
below the $3.9 million in similar capital expenditures for the 2000 Year-to-Date
Period.

Net cash used in financing activities for the 2001 Year-to-Date Period
was $32.9 million as compared to $5.2 million for the 2000 Year-to-Date Period.
The net cash used by financing activities for the 2001 Year-to-Date Period
included payments of $13.9 million due on the Term Loan A and $18.9 million due
on the Term Loan B. These payments included a mandatory prepayment made in
January 2001 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
is significant as a result of indebtedness the Company has incurred in
connection with its 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.

Special Charge-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 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, the Company and its environmental services firms
have been working to clean-up the oil and are cooperating with the NJDEP.

Management believes substantial progress has been made toward the
clean-up of the oil. The Company will continue monitoring the fuel tank
readings, sampling sediment and surface water for evidence of any new leaks and
related clean-up and monitoring activities. 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. The actual expenses incurred to date relating to the clean-up of
the oil spill are $1.0 million. Management believes that substantially all
estimated expenses relating to this matter have been incurred as of June 30,
2001 and, therefore, the $1.1 million accrual continues to represent the best
estimate of such expenses. However, depending on the results of further
monitoring and sampling, the Company's estimate could change in the near term.
Future information and developments require the Company to continually reassess
the expected impact of this matter.

Debt

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

The Company is a party to a $280,000 Senior Secured Credit Facility
comprised of a $60,000 five-year revolving credit facility, a $70,000 five-year
Term Loan A and a $150,000 seven-year Term Loan B. Interest is determined based
on several alternative rates as stipulated in the Senior Secured Credit
Facility, including the base lending rate per annum plus an applicable margin,
or LIBOR plus an applicable margin. The Senior Secured Credit Facility is
secured by substantially all of the Company's assets. The Senior Secured Credit
Facility provides for mandatory prepayment requirements based on asset
dispositions and issuance of securities, as defined. The Senior Secured Credit
Facility contains covenants that will restrict, among other things, the ability
of the Company to incur additional indebtedness, pay dividends and create
certain liens. The Senior Secured Credit Facility also contains certain
financial covenants, which, among other things, specify maximum capital
expenditure limits, a minimum fixed charge coverage ratio, a minimum total
interest coverage ratio and a maximum indebtedness to EBITDA ratio, each ratio
as defined. Proceeds of the Senior Secured Credit Facility are

restricted to funding the Company's working capital requirements, capital
expenditures and acquisitions of companies in the same line of business as the
Company, subject to certain criteria. The Senior Secured Credit Facility limits
expenditures on acquisitions to $40,000 per year. There were no borrowings
outstanding under the revolving credit facility at June 30, 2001.

Future Capital Needs

The Company is highly leveraged. On June 30, 2001, the Company's total
long-term debt (including current installments) and stockholder's equity was
$296.4 million and $59.1 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 $58.7 million at June 30, 2001, 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;
however, in the aggregate, the Company's sales are not heavily weighted to any
particular quarter. The Company purchases most of the produce used to make its
shelf-stable pickles, relishes, peppers, olives and other related specialty
items during the months of July through October, and it purchases all of its
maple syrup requirements during the months of April through July. Consequently,
its liquidity needs are greatest during these periods.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 standardizes the
accounting for derivative instruments by requiring that an entity recognize
derivatives as assets or liabilities in the statement of financial position and
measure them at fair value. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral of the
Effective Dates of FASB Statement No. 133 and Amendment of FASB Statement No.
133." SFAS No. 137 defers the effective date of SFAS No. 133, requiring
implementation of the provisions of SFAS No. 133 effective January 1, 2001. SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," was issued in June 2000 amending certain accounting and reporting
standards of SFAS No. 133. Management believes that the adoption of such revised
accounting and reporting standards on January 1, 2001 did not have a material
impact on the Company's consolidated financial statements.

The FASB Emerging Issues Task Force ("EITF") has reached, a consensus
with respect to Issue No. 00-14 "Accounting for Certain Sales Incentives,"
including point of sale coupons, rebates and free merchandise. The consensus
included a conclusion that the value of such sales incentives that result in a
reduction of the price paid by the customer should be netted against revenue and
not classified as a sales or marketing expense. The Company currently records
reductions in price pursuant to coupons as sales,

marketing and distribution expenses. Upon the implementation of the EITF
consensus, which is required in the first quarter of fiscal 2002, the Company
will reclassify current and prior period coupon expense as a reduction of net
sales. Coupon expense $0.8 million and $1.1 million for the twenty-six week
periods ended June 30, 2001 and July 1, 2000, respectively. The implementation
of the EITF consensus will effect classification of expenses in the consolidated
statements of operations, but will not have any effect on the Company's net
income. The Company includes free merchandise in cost of goods sold as required
by the new EITF consensus.

In the fourth quarter of fiscal 2000, the Company adopted the
provisions of the FASB's EITF Issue No. 00-10, "Accounting For Shipping and
Handling Fees and Costs," which requires the Company to report all amounts
billed to a customer in a sale transaction as revenue, including those amounts
related to shipping and handling. The Company has historically included such
amounts in sales as required by the EITF. Prior to such adoption, however,
shipping and handling costs were included in sales, marketing and distribution
expenses. In connection with the adoption of EITF Issue No. 00-10, the Company
has reclassified shipping and handling costs to cost of goods sold in its
consolidated statement of operations for the thirteen and twenty-six week
periods ended July 1, 2000. As a result of this reclassification, previously
reported cost of goods sold increased and sales, marketing and distribution
expenses were decreased by $3.5 million and $7.3 million for the thirteen and
twenty-six week period ended July 1, 2000, respectively.

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 included 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 revenue when recognized in the vendor's
income statement. That presumption can be overcome, and the consideration may be
characterized as a cost, if certain conditions are met. Upon implementation of
the EITF consensus, which is required in the first quarter of fiscal 2002, the
Company will reclassify certain current and prior period expenses as a reduction
of net sales. The Company is currently evaluating the impact of adoption of this
EITF consensus.

Forward-Looking Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of operations, the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these purposes as the potential change in the fair value resulting from an
adverse movement in interest rates. As of June 30, 2001, the Company's only
variable rate borrowings were under the Term Loan Facilities which bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings at June 30, 2001, would result in an annual increase in interest
expense and a corresponding reduction in cash-flow of approximately $1.8
million.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

Not applicable.

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)
2.4 Stock Purchase Agreement, dated as of January 17, 2001, by and
among Nonni's Food Company, Inc., B&G Foods, Inc. and Burns &
Ricker, Inc. (Filed with the Securities and Exchange Commission
as Exhibit 2 to the Company's Report on Form 8-K filed January
30, 2001 and incorporated herein by reference)
3.1 Certificate of Incorporation of B&G Foods, Inc. (Filed with
the Securities and Exchange Commission as Exhibit 3.1 to
Amendment No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by reference)
3.2 Bylaws of B&G Foods, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.2 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.3 Certificate of Incorporation of BGH Holdings, Inc. (Filed with
the Securities and Exchange Commission as Exhibit 3.3 to
Amendment No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by reference)
3.4 Bylaws of BGH Holdings, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.4 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.5 Intentionally omitted.
3.6 Intentionally omitted.
3.7 Certificate of Incorporation of Trappey's Fine Foods, Inc.
(Filed with the Securities and Exchange Commission as Exhibit
3.7 to Amendment No. 1

to Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.8 Bylaws of Trappey's Fine Foods, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.8 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.9 Certificate of Incorporation for Bloch & Guggenheimer, Inc.
(Filed with the Securities and Exchange Commission as Exhibit
3.9 to Amendment No. 1 to Registration Statement No. 333-39813
on January 14, 1998 and incorporated herein by reference)
3.10 Bylaws of Bloch & Guggenheimer, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.10 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.11 Certificate of Incorporation of RWBW Acquisition Corp. (Filed
with the Securities and Exchange Commission as Exhibit 3.11 to
Amendment No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by reference)
3.12 Bylaws of RWBW Acquisition Corp. (Filed with the Securities and
Exchange Commission as Exhibit 3.12 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.13 Intentionally omitted.
3.14 Intentionally omitted.
3.15 Certificate of Incorporation of Roseland Distribution Company.
(Filed with the Securities and Exchange Commission as Exhibit
3.15 to Amendment No. 1 to Registration Statement No. 333-39813
on January 14, 1998 and incorporated herein by reference)
3.16 Bylaws of Roseland Distribution Company. (Filed with the
Securities and Exchange Commission as Exhibit 3.16 to Amendment
No. 1 to Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
4.1 Indenture dated as of August 11, 1997 by and among B&G Foods,
Inc., BGH Holdings, Inc., RWBW Acquisition Corp., BRH Holdings,
Inc., Bloch & Guggenheimer, Inc., Roseland Distribution
Company, Burns & Ricker, Inc., Roseland Manufacturing, Inc.,
RWBW Brands Company, and The Bank of New York, as trustee.
(Filed with the Securities and Exchange Commission as Exhibit
4.1 to Registration Statement No. 333-39813 on November 7, 1997
and incorporated herein by reference)
4.2 Form of the Company's 9% Senior Notes due 2007. (Filed with the
Securities and Exchange Commission as Exhibit 4.1 to
Registration Statement No. 333-39813 on November 7, 1997 and
incorporated herein by reference)
10.1 Registration Rights Agreement dated as of August 11, 1997 by
and among the Company, the Guarantors party thereto, Lehman
Brothers, Inc. and Lazard Freres & Co., LLC. (Filed with the
Securities and Exchange

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

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

(b) Reports on Form 8-K

None.

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: July 20, 2001 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)

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)
2.4 Stock Purchase Agreement, dated as of January 17, 2001, by and
among Nonni's Food Company, Inc., B&G Foods, Inc. and Burns &
Ricker, Inc. (Filed with the Securities and Exchange Commission
as Exhibit 2 to the Company's Report on Form 8-K filed January
30, 2001 and incorporated herein by reference)
3.1 Certificate of Incorporation of B&G Foods, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.1 to Amendment
No. 1 to Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
3.2 Bylaws of B&G Foods, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.2 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.3 Certificate of Incorporation of BGH Holdings, Inc. (Filed with
the Securities and Exchange Commission as Exhibit 3.3 to
Amendment No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by reference)
3.4 Bylaws of BGH Holdings, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.4 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.5 Intentionally omitted.
3.6 Intentionally omitted.
3.7 Certificate of Incorporation of Trappey's Fine Foods, Inc.
(Filed with the Securities and Exchange Commission as Exhibit
3.7 to Amendment No. 1

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

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