As filed with the Securities and Exchange Commission on May 17, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) Quarterly Report Pursuant to Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934
For the quarterly period ended April 3, 1999
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 small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of 13-3916496
incorporation or organization) (I.R.S. Employer Identification No.)
426 Eagle Rock Avenue, Roseland, New Jersey 07068
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (973) 228-2500
Check whether the issuer (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 such shorter period that 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 April 3, 1999, there was 1 share of the registrant's common
stock, $.01 par value, outstanding, which was owned by an affiliate of the
registrant.
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B&G Foods, Inc. and Subsidiaries
Index
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
a) Consolidated Balance Sheets................................1
b) Consolidated Statements of Operations......................2
c) Consolidated Statements of Cash Flows......................3
d) Notes to Consolidated Financial Statements.................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............7
Item 3. Quantitative and Qualitative Disclosure about
Market Risk...............................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................10
Item 2. Change in Securities......................................10
Item 3. Defaults Upon Senior Securities...........................10
Item 4. Submission of Matters to a Vote of Security Holdings......10
Item 5. Other Information.........................................10
Item 6. Exhibits and Reports on Form 8-K..........................11
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES
Index to Exhibits....................................................14
(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)
Assets April 3, 1999 January 2, 1999
------------- ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 926 $ 599
Trade accounts receivable, net 21,354 15,656
Inventories 61,098 39,764
Prepaid expenses 2,509 1,646
Deferred income taxes 2,938 2,938
--------------------------------
Total current assets 88,825 60,603
Property, plant and equipment, net 42,152 26,486
Intangible assets, net 317,913 119,542
Other assets 11,260 5,242
--------------------------------
$ 460,150 $ 211,873
================================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 250 $ 1,431
Trade accounts payable 14,759 17,508
Accrued expenses 13,315 10,335
Due to related parties 452 705
---------------------------------
Total current liabilities 28,776 29,979
Long-term debt 343,774 143,265
Deferred income taxes 32,155 17,809
---------------------------------
Total liabilities 404,705 191,053
Stockholder's equity:
Common stock, $.01 par value per share. Authorized
1,000 shares; issued and outstanding 1 share in
1999 and 1998 - -
Additional paid-in capital 56,342 21,342
Accumulated deficit (897) (522)
Total stockholder's equity 55,445 20,820
----------------------------------
$ 460,150 $ 211,873
==================================
See notes to consolidated financial statements.
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
Net sales $ 56,480 $ 38,398
Cost of goods sold 32,711 23,473
------------------------------
Gross profit 23,769 14,925
Sales, marketing, and distribution expenses 16,978 10,740
General and administrative expenses 2,392 1,357
Management fees-related party 73 62
-------------------------------
Operating income 4,326 2,766
Other expense:
Interest expense-related parties 15 15
Interest expense 5,046 3,220
-------------------------------
Loss before income tax benefit (735) (469)
Income tax benefit (360) (233)
-------------------------------
Net loss $ (375) $ (236)
================================
See notes to consolidated financial statements.
2
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
------------- -------------
Cash flows from operating activities
Net loss $ (375) $ 236)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 2,457 1,651
Deferred income tax benefit (360) (220)
Amortization of deferred debt issuance costs 221 147
Changes in assets and liabilities, net of effects of
businesses acquired:
Trade accounts receivable (5,698) 2,277
Inventories 4,565 2,962
Prepaid expenses (863) (12)
Other assets (37) (9)
Trade accounts payable (2,749) (3,308)
Accrued expenses (470) (3,338)
Due to related parties (253) (50)
-----------------------------------
Net cash used in operating activities (3,562) (136)
-----------------------------------
Cash flows from investing activities:
Paid for acquisitions (222,570) -
Capital expenditures (1,667) (570)
Proceeds from sales of property, plant and equipment - 346
-----------------------------------
Net cash used in investing activities (224,237) (224)
-----------------------------------
Cash flows from financing activities:
Payments of long-term debt (20,672) (95)
Proceeds from issuance of long-term debt 220,000 -
Proceeds from capital contribution 35,000 231
Payments of deferred debt issuance costs (6,202) (127)
-----------------------------------
Net cash provided by financing activities 228,126 9
-----------------------------------
Increase (decrease) in cash and cash equivalents 327 (351)
Cash and cash equivalents at beginning of period 599 691
-----------------------------------
Cash and cash equivalents at end of period $ 926 $ 340
===================================
See notes to consolidated financial statements.
3
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements of B&G Foods, Inc.
and subsidiaries (the Company) contain all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly the
Company's financial position as of April 3, 1999 and the results of its
operations and its cash flow for the thirteen week periods ended April
3, 1999 and April 4, 1998.
The results of operations for the thirteen week periods 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
thereto included in the Company's 1998 Annual report on Form 10-K filed
with the Securities and Exchange Commission.
(2) Nature of Operations and Business Acquisitions
Nature of Operations
The Company operates in one industry segment, the manufacturing,
marketing and distribution of branded, shelf-stable food products. The
Company's products include pickles, peppers, jams and jellies, canned
meats and beans, spices, syrups, bagel chips 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-door sales and
distribution system and elsewhere in the United States through a
nationwide network of independent brokers and distributors.
Acquisitions and Financing
On July 17, 1998, through a subsidiary, the Company acquired all of the
issued and outstanding capital stock of Maple Grove Farms of Vermont,
Inc., Up Country Naturals of Vermont, Inc. and Les Produits
Alimentaires Jacques et Fils, Inc. (collectively, Maple Grove), and
William F. Callahan and Ruth M. Callahan (collectively, the Sellers),
for aggregate consideration of $34,137, consisting of $14,170 in cash,
1,000 shares of common stock of B&G Foods Holdings, Inc. (Holdings, the
Company's parent), having an aggregate value of $10, and 990 shares of
the 13% Series A cumulative preferred stock of Holdings, having an
initial aggregate liquidation preference of $990, plus the assumption
of $17,325 in debt which was paid at closing and transaction costs of
$1,265 and a post-closing adjustment. Financing for this acquisition
and certain related transaction fees and expenses was provided by
borrowings from the Company's $50,000 Credit Facility (the Credit
Facility). As a result of the Maple Grove Acquisition, a consent,
waiver and first amendment of the Credit Facility was entered into,
which included among other things, a prospective change in certain
financial covenants and a consent by the lender regarding the purchase
of Maple Grove.
4
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)
(continued)
On February 5, 1999, the Company acquired certain assets of the Polaner
Brand and related brands (collectively, "Polaner" or the "Polaner
Brands Acquisition") from International Home Foods, Inc. (IHF), for
approximately $30,574, including transaction costs. Financing for this
acquisition and certain related transaction fees and expenses was
provided by borrowings from the Company's Credit Facility.
On March 15, 1999, the Company acquired the assets and stock of the
Heritage Portfolio of Brands, ("Heritage" or the "Heritage Brands
Acquisition") from Pillsbury, Inc. for approximately $191,996,
including transaction costs. In connection with this transaction, the
Company entered into a $280,000 senior secured credit facility
comprised of a $60,000 five-year revolving credit facility, a $70,000
five-year term loan facility ("Term Loan A") and a $150,000 seven-year
term loan facility ("Term Loan B" and collectively with Term Loan A,
the "Term Loan Facilities"). The proceeds of the Term Loan Facilities,
together with an additional $35,000 of equity from BRS, were used to
fund the Heritage Brands Acquisition and refinance borrowings under the
Company's Credit facility which had been used for the Polaner Brands
Acquisition and the Maple Grove Acquisition.
The above acquisitions have been accounted for using the purchase
method and, accordingly, the assets acquired, liabilities assumed, and
results of operations are included in the consolidated financial
statements from the respective date of the acquisitions. The excess of
the purchase price over the fair value of identifiable net assets
acquired, representing goodwill, is included in intangible assets.
Goodwill and trademarks resulting from the above acquisitions are being
amortized over 40, and 25-40 years, respectively.
Pro Forma Summary of Operations
The following unaudited pro forma summary of operations for the
thirteen weeks ended April 3, 1999 and April 4, 1998 presents the
operations of the Company as if the Maple Grove Acquisition, the
Polaner Brands Acquisition and the Heritage Brands Acquisition had
occurred at the beginning of the periods presented. In addition to
including the results of operations of the aforementioned entities, the
pro forma information gives effect primarily to interest on additional
borrowings and changes in depreciation and amortization of intangible
assets. The pro forma summary of operations reflects preliminary
estimates of the allocation of the purchase price for the Polaner
Brands Acquisition and the Heritage Brands Acquisition which may be
adjusted based upon a valuation study to be conducted.
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
Net sales $ 82,469 $ 81,110
Net Income 1,761 2,041
The pro forma information presented above does not purport to be
indicative of the results that actually would have been attained if the
aforementioned acquisitions, and related financing transactions had
occurred at the beginning of the periods presented and is not intended
to be a projection of future results.
5
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)
(continued)
(3) Inventories
Inventories consist of the following:
April 3, 1999 January 2, 1999
Raw materials and packaging $ 13,078 $ 10,337
Work in process 1,948 2,862
Finished goods 46,072 26,565
----------- ---------
$ 61,098 $ 39,764
=========== ==========
(4) Debt
On August 11, 1997, the Company issued $120,000 of 9.625% Senior
Subordinated Notes (the Notes) due August 1, 2007 with interest payable
semiannually of February 1 and August 1 of each year, commencing
February 1, 1998. The proceeds of the Notes were used to repay the
outstanding balances together with accrued and unpaid interest with
respect to the Company's $50 million Senior Secured Credit Facility and
the Interim Notes, to finance the acquisition of JEM and to pay certain
related fees and expenses and for general corporate purposes.
As part of the registration rights agreement dated August 11, 1997
entered into with the initial purchasers of the Notes, the Company
agreed to offer to exchange an aggregate principal amount of up to
$120,000 of its 9.625% Senior Subordinated Notes due 2007 (the New
Notes) for a like principal amount of the Notes outstanding (the
Exchange Offer).
The terms of the New Notes are identical in all material respects to
those of the Notes (including principal amount, interest rate, maturity
and guarantees), except for certain transfer restrictions and
registration rights relating to the Notes. The Exchange Offer was
completed on February 6, 1998.
On March 15, 1999, the Company entered into 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. The proceeds of the Term Loan Facilities, together with an
additional $35,000 of equity from BRS, were used to fund the Heritage
Brands Acquisition and refinance borrowings under the Company's Credit
Facility which had been used for the Polaner Brands Acquisition and the
Maple Grove Acquisition. Interest is determined based on several
alternative rates as stipulated in the Senior Secured Credit Facility,
including the base lending rate plus an applicable margin, as defined,
or the eurodollar rate plus an applicable margin, as defined. The
Secured Credit Facility is secured by substantially all of the
Company's assets and stock. The Senior Secured Credit Facility also
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 beginning in the second quarter of 1999,
which, among other things, specify maximum capital expenditures, a
minimum interest and fixed charge ratio, and a maximum senior leverage
ratio, each ratio as defined.
6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations Results of Operations
13 Week period ended April 3, 1999 compared to 13 Week period ended
April 4, 1998.
Net Sales. Net sales increased $18.1 million or 47.1% to $56.5 million
for the thirteen week period ended April 3, 1999 (the "1999 Period") from $38.4
million for the thirteen week period ended April 4, 1998 (the "1998 Period").
The net sales increase included $18.2 million of sales from Maple Grove, Polaner
Brands, and Heritage Brands Acquisitions. Sales from Trappey's products
increased $0.5 million or 10.0%, and Vermont Maid sales increased $0.2 million
or 13.6%. These sales increases were partially offset by a decrease of $0.4
million or 6.4% in sales of Burns & Ricker Snack Foods products, due primarily
to a decline in sales to the deli departments of grocery stores and $0.4 million
or 3.1% in sales of B&G Pickle and Pepper products, due primarily to lower unit
volume in sales of food service products.
Gross Profit. Gross profit increased by $8.8 million or 59.3% to $23.8
million for the 1999 Period from $14.9 million from the 1998 Period. Gross
profit as a percentage of net sales increased to 42.1% in the 1999 Period from
38.9% in the 1998 Period due to a favorable shift in the sales mix to higher
gross profit margins from Polaner and Heritage, along with reduced labor and
overhead costs at our Burns & Ricker Snack Food manufacturing facility.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $6.2 million or 58.1% to $17.0 million in the
1999 Period from $10.7 million in the 1998 Period. Such expenses as a percentage
of net sales increased to 30.1% in the 1999 Period from 28.0% in the 1998 Period
due primarily to the Maple Grove, Polaner and Heritage acquisitions. These
acquisitions accounted for $6.9 million of the increase, which was offset by a
decrease of $0.6 million in B&G Pickle and Pepper products.
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees) increased
by $1.0 million, or 73.7%, to $2.5 million for the 1999 Period from $1.4 million
for the 1998 Period, primarily due to increased operating expenses and
amortization of intangibles associated with the Maple Grove, Polaner and
Heritage acquisitions.
Operating Income. As a result of the foregoing, operating income
increased by $1.6 million or 56.4% to $4.3 million in the 1999 Period from $2.8
million in the 1998 Period. Operating income expressed as a percentage of net
sales increased to 7.7% in the 1999 Period from 7.2% in the 1998 Period.
Interest Expense. Interest expense increased $1.8 million to $5.0
million for the 1999 Period from $3.2 million in the 1998 Period as a result of
the additional debt incurred by the Company to fund the Maple Grove, Polaner and
Heritage acquisitions.
7
Liquidity and Capital Resources
Cash Flows
Cash used in operating activities increased $3.5 million to $3.6
million for the 1999 Period from $0.1 million in the 1998 Period. This increase
is primarily due to additional working capital needs related to the Maple Grove,
Polaner Brands and Heritage Brands Acquisitions. Working capital at April 3,
1999 was $60.0 million, an increase of $29.4 million over working capital at
January 2, 1999 of $30.6 million.
Net cash used in investing activities for the 1999 Period was $224.2
million as compared to $0.2 million for the 1998 Period. The change primarily
relates to the Polaner Brands and Heritage Brands Acquisitions for $30.6 million
and $192.0 million, respectively, in the 1999 Period. Capital expenditures
during the 1999 Period of $1.7 million included purchases of manufacturing and
computer equipment and were $1.1 million above $0.6 million in the 1998 Period.
Net cash provided by financing activities for the 1999 Period was
$228.1 million as compared to $0.1 million for the 1998 Period. The change
relates primarily to the proceeds from the issuance of long-term debt and equity
in the 1999 Period to finance the Polaner Brands and Heritage Brands
Acquisitions.
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 flows from operations. The Company's future interest expense
will increase significantly as a result of additional indebtedness the Company
has incurred as a result of its recent acquisitions, and any additional
indebtedness the Company may incur to finance potential future acquisitions, if
any. To the extent future acquisitions, if any, are financed by additional
indebtedness, the resulting increase in debt and interest expense could have a
negative impact on liquidity.
Future Capital Needs
The Company is highly leveraged. On April 3, 1999, the Company's total
long-term debt (including current installments) and stockholder's equity was
$344.0 million and $55.4 million, respectively.
The Company's primary sources of capital are cash flow from operations
and borrowings under a $60.0 million revolving credit facility. The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing 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 of approximately $56.6 million at April 3, 1999, 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.
8
Seasonality
Sales of a number of the Company's products tend to be seasonal. The Company
purchases most of the produce used to make B&G Pickle and Pepper Products during
the period from May to 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 issued Statement on
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 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. This Statement is effective for all quarters of all fiscal years
beginning after June 15, 1999. This Statement should have no impact on the
Company's consolidated financial statements.
Year 2000
The Year 2000 ("Y2K") issue is the result of computer programs being written
using two digits, rather than four, to define the applicable year. Mistaking
"00" for the year 1900 could result in miscalculations and errors and cause
significant business interruptions for the Company, as well as for the
government and most other companies. The Company has instituted a plan to assess
its state of readiness for Y2K, to remediate those systems that are
non-compliant and to assure that material third parties will be Y2K compliant.
The Company has assessed its mainframe, operating and application systems for
Y2K readiness, giving the highest priority to those information technology
applications (IT) systems that are considered critical to its business
operations. At present, management believes that approximately 75% of the
critical IT systems and non-IT systems have been remediated. Those critical
systems not yet remediated are expected to be remediated by June 30, 1999. With
respect to the Company's non critical IT and non-IT systems, management believes
that approximately 50% of such systems have been remediated and expects the
remaining systems to be remediated by September 30, 1999.
In 1998, the Company installed throughout its business units a Wide Area Network
encompassing merchandising, logistics, finance and human resources. The Wide
Area Network project was undertaken for business reasons unrelated to Y2K.
The Company has distributed a comprehensive Y2K compliance questionnaire to key
vendors, service providers and co-packers. Management has addressed the
responses as part of the Company's Y2K plan.
The Company is utilizing both internal and external resources to address the Y2K
issue. Internal resources reflect the reallocation of IT personnel to the Y2K
project from other IT projects. In the opinion of management, the deferral of
such other projects will not have a significant adverse effect on continuing
operations. The total estimated direct cost to remediate the Y2K, is not
expected to be material to the Company's results of operations or financial
condition. All Y2K costs are expensed as incurred.
The Company is in the process of developing contingency plans for those areas
which might be affected by Y2K. Although the full consequences are unknown, the
failure of either the Company's critical systems or those of its material third
parties to be Y2K compliant could result in the interruption of its business,
which could have a material adverse effect on the results of operations or
financial condition of the Company.
9
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 Disclosure 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 April 3, 1999, 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 April 3, 1999, would result in an annual increase in interest
expense and a corresponding reduction in cash-flow of approximately $2.2
million.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time involved in legal proceedings arising in the
normal course of business. The Company believes there is no outstanding
litigation which could have a material impact on its financial position, results
of operations or liquidity.
Item 2. Change in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holdings
Not applicable.
Item 5. Other Information
Not applicable.
10
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
Exhibit 2.1 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 by reference).
Exhibit 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 as an exhibit to the Company's Report on Form
8-K filed February 19, 1999 and incorporated by reference).
Exhibit 10.1 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.
Exhibit 10.2 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.
Exhibit 10.3 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.
Exhibit 10.4 Transition Services Agreement, dated as of February 5, 1999, among
International Home Foods, Inc., M. Polaner, Inc. and Roseland
Distribution Company (filed as an exhibit to the Company's Report on
Form 8-K filed February 19, 1999 and incorporated by reference).
Exhibit 10.5 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 as an exhibit to
11
the Company's Report on Form 8-K filed February 19, 1999 and
incorporated by reference).
Exhibit 10.6 Guaranty, dated January 12, 1999, of B&G Foods, Inc. in favor of
International Home Foods, Inc. and M. Polaner, Inc. (filed as an
exhibit to the Company's Report on Form 8-K filed February 19, 1999
and incorporated by reference).
Exhibit 27 Financial Data Schedule
(filed electronically with SEC only)
(b) Reports on Form 8-K
Form 8-K filed February 19, 1999
Form 8-K filed April 1, 1999
Form 8-K/A filed April 21, 1999
Form 8-K/A filed April 22, 1999
12
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 17, 1999 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)
13
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
Exhibit 2.1 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 by reference).
Exhibit 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 as an exhibit to the Company's Report
on Form 8-K filed February 19, 1999 and incorporated by reference).
Exhibit 10.1 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.
Exhibit 10.2 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.
Exhibit 10.3 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.
Exhibit 10.4 Transition Services Agreement, dated as of February 5, 1999, among
International Home Foods, Inc., M. Polaner Inc. and Roseland
Distribution Company (filed as an exhibit to the Company's Report on
Form 8-K filed February 19, 1999 and incorporated by reference).
Exhibit 10.5 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 as an exhibit to the Company's Report on Form
8-K filed February 19, 1999 and incorporated by reference).
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Exhibit 10.6 Guaranty, dated January 12, 1999, of B&G Foods, Inc. in favor of
International Home Foods, Inc. and M. Polaner, Inc. (filed as an
exhibit to the Company's Report on Form 8-K filed February 19, 1999
and incorporated by reference).
Exhibit 27 Financial Data Schedule
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