As filed with the Securities and Exchange Commission on February 25, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2002
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B&G Foods, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 333-39813 13-3916496
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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
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Item 5. Other Events.
B&G Foods, Inc. (the "Company") expects to make a private offer of
approximately $100 million of Senior Subordinated Notes due 2007. The Company
anticipates using the proceeds of the offering to repay existing indebtedness
and pay related fees and expenses. The terms and timing of the offering have not
been finalized. The securities being offered in the private offering will not be
and have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States without registration or an applicable
exemption from the registration requirements. This report shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful.
This report contains information about pending transactions, and there
can be no assurance that these transactions will be completed.
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 hereunto duly authorized.
B&G FOODS, INC.
Dated: February 25, 2002 By: /s/ Robert C. Cantwell
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Robert C. Cantwell
Executive Vice President of Finance
and Chief Financial Officer