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As filed with the Securities and Exchange Commission on May 9, 2002.

Registration No. 333-86062

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

B&G FOODS, INC.
(Exact name of Registrant as specified in its charter)

Delaware	2035	13-3916496
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
(973) 401-6500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants Below

David L. Wenner
Four Gatehall Drive
Suite 110
Parsippany, NJ 07054
(973) 401-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Glyndwr P. Lobo, Esq.
Dechert
30 Rockefeller Plaza
New York, NY 10112
(212) 698-3500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

B&G FOODS, INC.

Table of Additional Registrants

Name	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	IRS Employer Identification Number
BGH Holdings, Inc.	Delaware	6719	36-3867424
Bloch & Guggenheimer, Inc.	Delaware	2035	36-1208070
Heritage Acquisition Corp.	Delaware	2032, 2033	22-3640377
Les Produits Alimentaires Jacques Et Fils, Inc.	Quebec	2099	—
Maple Groves Farms of Vermont, Inc.	Vermont	2099	03-0259252
Polaner, Inc.	Delaware	2033	22-3210182
RWBV Acquisition Corp.	Delaware	2099	22-3518822
Trappey's Fine Foods, Inc.	Delaware	2099, 2035, 2033	22-2934591
William Underwood Company	Massachusetts	2013, 2032	04-1919830

The address, including zip code, telephone number and area code, of the principal offices of the additional registrants listed above is: Four Gatehall Drive, Suite 110, Parsippany, NJ 07054; the telephone number at that address is (973) 401-6500.

SUBJECT TO COMPLETION, DATED MAY 9, 2002

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

PROSPECTUS

OFFER TO EXCHANGE

All Outstanding
Registered 9⁵/8% Senior Subordinated Notes due 2007, Series B
and Related Subsidiary Guarantees
and
Unregistered 9⁵/8% Senior Subordinated Notes due 2007, Series C
and Related Subsidiary Guarantees
for
Registered 9⁵/8% Senior Subordinated Notes due 2007, Series D
and Related Subsidiary Guarantees
of

B&G FOODS, INC.

The Exchange Offer Will Expire At 5:00 P.M.,
New York City Time, On June 14, 2002, Unless Extended

        Terms of the exchange offer:

•

We will exchange all existing notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tenders of existing notes at any time prior to the expiration of the exchange offer.



•

We believe that the exchange of existing notes will not be a taxable event for U.S. federal income tax purposes, but you should see "United States Federal Income Tax Considerations" on page 93 for more information.



•

We will not receive any proceeds from the exchange offer.



•

The terms of the new notes are substantially identical to the existing notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Series C notes issued in March 2002 do not apply to the new notes.

See "Risk Factors" beginning on page 11 for a discussion of risks that should be considered by holders prior to tendering their existing notes.

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                        , 2002

TABLE OF CONTENTS

	Page
Forward-Looking Statements	iii
Summary	1
Risk Factors	11
Use of Proceeds	19
Capitalization	20
Selected Historical Consolidated Financial Data	21
Management's Discussion and Analysis of Financial Condition and Results of Operations	23
The Exchange Offer	31
Our Business	40
Our Management	47
Ownership of Capital Stock	51
Certain Relationships and Related Transactions	53
Description of Other Indebtedness	54
Description of the Notes	55
Certain U.S. Federal Income Tax Considerations	93
Plan of Distribution	98
Legal Matters	98
Experts	99
Where You Can Find More Information	99
Index to Consolidated Financial Statements	F-1

        In making your investment decision, you should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provided you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that the information in this prospectus is correct as of any date subsequent to the date on the cover of this prospectus.

        B&G Foods, Inc. is a Delaware corporation. Our principal executive offices are located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054, and our telephone number at that address is (973) 401-6500. Our World Wide Web site address is www.bgfoods.com. The information in our web site is not part of this prospectus.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for existing notes where the existing notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

INDUSTRY AND MARKET DATA

        In this prospectus we rely on and refer to information and statistics regarding the food industry. We obtained this information and these statistics from various third-party sources, discussions with our customers and our own internal estimates. We believe that these sources and estimates are reliable, but we have not independently verified them and cannot guarantee their accuracy or completeness. Unless otherwise indicated, all statements in this prospectus regarding market share and brand position are measured by retail dollar share.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business." The words "believes," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in this prospectus and include:

•

our substantial leverage;



•

the risks associated with the expansion of our business;



•

our possible inability to integrate the businesses we acquire;



•

lower sales volumes for our products and higher costs of food product raw materials;



•

factors that affect the food industry generally; and



•

other factors discussed under "Risk Factors" or elsewhere in this prospectus.

        All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to use or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

iii

SUMMARY

This summary may not contain all the information that is important to you. You should read the entire prospectus, including the financial statements and the notes to those statements included in this prospectus, before making an investment decision. You should also carefully consider the factors set forth under "Risk Factors" starting on page 11.

The terms "B&G," "B&G Foods," "our," "we" and "us," as used in this prospectus, refer to B&G Foods, Inc. and its wholly owned subsidiaries, except where it is clear that the term refers only to the parent company. Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31. Our fiscal year 2001 ended on December 29, 2001.

Background of the Exchange Offer

        On August 11, 1997, we completed a private offering of $120,000,000 principal amount of 9⁵/8% Senior Subordinated Notes due 2007, referred to as the Series A notes. The Series A notes were subsequently part of an exchange offer completed on February 6, 1998 that allowed holders of the Series A notes to exchange the Series A notes for 9⁵/8% Senior Subordinated Notes due 2007, referred to as the Series B notes, which were registered under the Securities Act. On March 7, 2002, we completed the private offering of $100,000,000 principal amount of 9⁵/8% Senior Subordinated Notes due 2007, referred to as the Series C notes.

        As part of the private offering of Series C notes, we entered into a registration rights agreement with the initial purchasers of the existing notes in which we agreed to complete an exchange offer for the existing Series B and Series C notes. We are offering to exchange the existing notes for $220,000,000 aggregate principal amount of our 9⁵/8% Senior Subordinated Notes due 2007, which have been registered under the Securities Act. We refer to this offer to exchange new notes for existing notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the exchange offer. You are entitled to exchange in the exchange offer your Series B notes, which are already registered under the Securities Act, or your Series C notes, or both, for new notes with substantially identical terms to both the Series B notes and the Series C notes.

        You should read the discussion under the headings "—The New Notes" and "Description of the Notes" for further information regarding the new notes and the discussion under the headings "—The Exchange Offer" and "The Exchange Offer" for further information regarding the exchange offer and the new notes.

        In this prospectus the Series B notes and Series C notes are collectively called the existing notes. The notes for which the existing notes will be exchanged are called the Series D notes or the new notes.

Our Company

Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable, branded food products with leading retail market shares in our relevant markets. In general, we position our retail branded products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, eight of our products hold the number one or two position. We complement our branded retail product sales with a growing food service business. For fiscal year 2001, our net sales were $332.4 million and our adjusted EBITDA (as defined below) was $52.0 million.

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        Our portfolio of brands consists of the following:

	Brand	Year Originated	Products
	Ac'cent	1947	All-natural flavor enhancer used primarily on beef, poultry, fish and vegetables
	B&M	1927	Variety of brick-oven baked beans and brown bread
	Bloch & Guggenheimer	1886	Pickles, relishes, peppers, olives and other related specialty items
	Brer Rabbit	1907	Molasses
	Emeril's	2000	Seasonings, salad dressings, marinades, pepper sauces and pasta sauces
	Joan of Arc	1895	Canned beans
	Las Palmas	1923	Enchilada sauce, jalapenos, green chilis and crushed tomatillos
	Maple Grove Farms of Vermont	1915	Pure maple syrup, gourmet salad dressings, marinades, fruit syrups, confections and pancake mixes
	Polaner	1880	Fruit-based spreads and wet spices such as bottled chopped garlic and basil
	Regina	1949	Vinegars and cooking wines
	Sa-són	1947	Flavor enhancer used primarily on beef, poultry, fish and vegetables

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	Trappey's	1898	Peppers and hot sauces
	Underwood	1870	Meat spreads, including deviled ham, chicken and roast beef
	Vermont Maid	1919	Maple-flavored syrup
	Wright's	1895	Liquid smoke

        We sell and distribute our products through a unique, multiple-channel system. We believe our distribution system has sufficient capacity to cost-effectively accommodate incremental product volume through existing channels. Our multiple-channel sales and distribution system includes the following:

•

direct sales to supermarket chains;



•

direct and distributor sales to food service outlets;



•

direct sales to mass merchants, warehouse clubs and non-food outlets;



•

direct sales to specialty food distributors;



•

direct-store-organization sales on a regional basis to individual grocery stores; and



•

other sales through export, catalogues and the Internet.

        We generally sell our national brands through brokers to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. National and regional food brokers sell the entire portfolio of our products. Broker sales efforts are coordinated by our regional sales managers, who supervise brokers' activities with buyers or distributors and brokers' retail coverage of the products at the store level.

        We distribute our products in the greater New York metropolitan area primarily through our direct-store-organization sales and distribution system, which we refer to as our DSO system. Our DSO system supports an organization of sales personnel who directly service over 2,000 individual grocery stores with our products.

Competitive Strengths

        We believe the following competitive strengths will allow us to continue to enhance our operating profitability and cash flow:

        Portfolio of Brands with Leading Market Positions.    We have assembled a diverse portfolio of 15 branded food products which consists primarily of niche or specialty products with strong market positions. In the markets in which we have a presence, eight of our products hold either a number one or two market position and possess a significant market share. Our mix of brands and products provides us financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality and the competitive pressures against any single product.

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Retail Market Position of Our Brands

		Retail Market Share(1)
Brand
	Category	Share Position	Percentage
B&M	Baked Beans	#1 New England	39.9	%
Bloch & Guggenheimer	Pickles Peppers	#1 Greater NY Metro #1 Greater NY Metro	32.0 33.4	% %
Brer Rabbit	Molasses	#2 National	24.5	%
Las Palmas	Enchilada Sauce	#1 Los Angeles	68.5	%
Maple Grove Farms of Vermont	Pure Maple Syrup	#2 National	32.2	%
Polaner	All Fruit	#1 National	47.9	%
Regina	Wine Vinegar	#1 National	19.9	%
Ac'cent	Flavor Enhancer	Unique Product	N/A
Underwood	Deviled Meats	Unique Product	N/A

(1)

Retail dollar supermarket sales for the 52 weeks ending December 30, 2001, according to Information Resources Inc., a nationally recognized independent research service.

        Diversity of Distribution Channels.    We have strong marketing and sales representation in most U.S. food distribution channels. Historically, our distribution efforts have focused primarily on supermarket, warehouse and DSO channels. In recent years, however, we have expanded our distribution efforts to also include specialty distributors, food service, specialty markets and export channels. The diversity of our multiple-channel sales and distribution system enhances our ability to capitalize on growth trends within a number of these distribution channels. Our diverse distribution channels have also contributed to our ability to maintain a broad customer base, with sales to our ten largest customers accounting for less than 10.0% of our total sales in fiscal year 2001.

        Improved Financial Performance.    We have benefited from significant and stable financial and operating improvements in our business, which have enabled us to reduce our financial leverage over time. We have focused on generating profitable sales growth, implementing cost savings initiatives and improving productivity which has improved our profitability. While our leverage has historically increased due to acquisitions, we are dedicated to attaining conservative leverage levels. We have successfully decreased debt levels with increased cash flow and net proceeds from asset sales. In fiscal year 2001, we reduced our total debt by $40.0 million from $329.3 million to $289.3 million.

        Successful Integration of Acquisitions.    We believe that our portfolio of shelf-stable, branded food products, effective sales and distribution channels and experienced management team provide a sound platform for future growth. Since 1996, we have acquired and successfully integrated 13 brands. We have focused on acquiring niche and specialty products that generate high margins. These acquisitions have broadened our product offering, significantly increased sales and our operating performance, and expanded our geographic reach. We believe that our ability to achieve operating efficiencies and economies of scale have enabled us to acquire and integrate new acquisitions in a timelier manner than most of our competitors.

        Experienced Management Team with Proven Track Record.    Our management team has an average of approximately 27 years of industry experience and 20 years of experience with our company. Our management team has successfully operated in a leveraged environment and has developed and implemented a business strategy which has enabled our company to become one of the more successful manufacturers and distributors of a diverse portfolio of shelf-stable branded food products. Our senior management team has a strong interest in the continued success of our company, as demonstrated by its ownership of 17.5% of our company on a fully diluted basis.

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Business Strategy

        Our goal is to continue to increase sales and profitability by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives:

        Leverage Our Unique Multiple-Channel Sales and Distribution System.    Our unique multiple-channel sales and distribution system is one of our primary competitive strengths, allowing us to capitalize on growth opportunities quickly and efficiently. Our sales and distribution system enables us to introduce and sell new products effectively to existing and new customers. We continue to strengthen our sales and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products and product line extensions.

Expand Presence in Mass Merchants, Specialty Food Distributors and Other Markets. Grocery retailers have been the traditional market for our products. We believe that there are certain other retail markets that have the potential to grow faster than the grocery retail industry as a whole and that these other markets present considerable growth opportunities for our brands. These other retail markets include specialty food distributors, mass merchants, warehouse and club stores, convenience stores, drug stores, vending machines and food services. For example, by selling Emeril's branded products to specialty food distributors in addition to grocery retailers, we were able to grow sales of Emeril's branded products since their introduction in July 2000 to $18.7 million in fiscal year 2001.

        Introduce New Products and Line Extensions.    We believe that our leading market positions, combined with the competitive strength of our unique multiple-channel sales and distribution system, provide a strong platform for new product introductions and product line extensions. Our management has demonstrated its prior experience in successfully introducing new products and product line extensions, including Emeril's branded products, B&G Sandwich Toppers and the Polaner All-Fruit line. For example, management was able to begin selling Emeril's branded products within four months of the product line's conception.

        Leverage Direct-Store-Organization Sales and Distribution System.    Our extensive and focused DSO system, concentrated in the greater New York metropolitan area, provides us with strong relationships at the food retailer level, superior store penetration and preferred shelf product placement. This sales and distribution system also enables us to introduce and sell new products effectively to our existing grocery customers.

        Complete Select Acquisitions.    We believe that our portfolio of branded food products, our unique multiple-channel sales and distribution system and our experienced management team provide a sound platform for future growth. We may pursue select acquisitions of high-margin niche products when we believe we have an opportunity to enhance sales growth and operating performance through increased management focus and integration into our administrative, manufacturing, sales and distribution infrastructure. We further believe that successful future acquisitions can enhance our portfolio of existing businesses by broadening our product offerings.

        Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054, and our telephone number is (973) 401-6500. Our website address is www.bgfoods.com.

5

The Exchange Offer

Securities Offered	$220,000,000 aggregate principal amount of 95/8% senior subordinated notes due 2007. The terms of the new notes and existing notes are identical in all material respects, except for certain transfer restrictions and registration rights relating to the Series C notes.
The Exchange Offer	We are offering the new notes to you in exchange for a like principal amount of existing notes. Existing notes may be exchanged only in integral multiples of $1,000. We intend by the issuance of the new notes to satisfy our obligations contained in the registration rights agreement. See "The Exchange Offer—Purpose of the Exchange Offer."
Expiration Date	The exchange offer will expire at 5:00 p.m. New York City time, on June 14, 2002, unless we extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than the exchange offer not violating applicable law, court order or any applicable interpretation of the Securities and Exchange Commission.
Procedures for Tendering Existing Notes	The procedures for tendering existing notes, as well as guaranteed delivery procedures, are described in "The Exchange Offer—Procedures for Tendering Existing Notes" and "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	You may withdraw your tender of existing notes at any time prior to the expiration date. See "The Exchange Offer—Withdrawal of Tenders."
Certain Federal Income Tax Considerations	We believe that the exchange of notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Exchange Agent	The Bank of New York is serving as the exchange agent in connection with exchange offer.

Consequences of the Exchange Offer

        Based on interpretive letters issued by the staff on the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that holders of existing notes who exchange their existing notes for new notes pursuant to the exchange offer generally may offer such new notes for resale, resell such new notes and otherwise transfer such new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided:

•

the new notes are acquired in the ordinary course of the holders' business;



•

the holders have no arrangement with any person to participate in a distribution of such new notes;

6

•

neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes; and



•

the holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act.

        Each broker-dealer that receives new notes for its own account in exchange for existing notes must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution." In addition, the securities laws of some jurisdictions may prohibit the offer or sale of the new notes unless they have been registered or qualified for sale in such jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, pursuant to the registration rights agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of such jurisdictions as any holder of the notes reasonably requests in writing. If a holder of Series C notes does not exchange such existing notes for new notes pursuant to the exchange offer, such existing notes will continue to be subject to the restrictions on transfer contained in the legend printed on the Series C notes. In general, the existing notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from the Securities Act and applicable state securities laws. Holders of existing notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer. See "The Exchange Offer—Consequences of Failure to Exchange; Resales of New Notes."

        The Series C notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages market. Prior to the consummation of the exchange offer, the Series C notes may continue to be traded in the PORTAL market. Following expiration of the exchange offer, the new notes will not be eligible for PORTAL trading.

The New Notes

        The terms of the new notes and the existing notes are identical in all material respects, except for certain transfer restrictions and registration rights relating to the Series C notes.

Issuer	B&G Foods, Inc.
Securities Offered	$220,000,000 aggregate principal amount of 95/8% Senior Subordinated Notes due 2007.
Maturity Date	August 1, 2007.
Interest Payment Dates	February 1 and August 1, commencing August 1, 2002.
Optional Redemption	On or after August 1, 2002, we may redeem some or all of the notes at any time at the redemption prices described in the section "Description of the Notes—Optional Redemption."
Mandatory Redemption	We will not be required to make mandatory redemption or sinking fund payments with respect to the notes.
Subsidiary Guarantees	All payments with respect to the notes, including principal and interest, will be fully, unconditionally and irrevocably guaranteed, jointly and severally, on an unsecured senior subordinated basis by each of our existing and future subsidiaries. Each of our guarantors also guarantees our senior credit facility.
Change of Control; Asset Sales	If we sell specified assets or experience certain changes in control, we must offer to repurchase the notes at the prices, plus accrued and unpaid interest, if any, to the date of redemption, listed in the section "Description of the Notes—Repurchase at the Option of Holders."

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Rankings	The notes and the guarantees will be unsecured senior subordinated obligations. The notes will rank:
	•	subordinate in right of payment to all of our and our guarantors' existing and future senior indebtedness (including our and our guarantors' obligations under our senior credit facility);
	•	equal in right of payment to our and our guarantors' existing and future senior subordinated indebtedness; and
	•	senior in right of payment to our and our guarantors' future subordinated indebtedness.
Covenants	We will issue the new notes under an indenture among us, the guarantors and The Bank of New York, as trustee. The indenture will, among other things, to the same extent as the indentures governing the existing notes, limit our ability and that of our subsidiaries to:
	•	incur additional indebtedness and issue preferred stock;
	•	pay dividends or make other distributions;
	•	make other restricted payments and investments;
	•	create liens;
	•	incur restrictions on the ability of our subsidiaries to pay dividends or
	•	other payments to us;
	•	sell assets;
	•	merge or consolidate with other entities;
	•	enter into transactions with affiliates;
	•	engage in sale and leaseback transactions;
	•	issue capital stock of wholly owned subsidiaries; and
	•	engage in certain business activities.
	•	Each of the covenants is subject to a number of important exceptions and qualifications. See "Description of the Notes—Certain Covenants."

        For a more detailed discussion of the new notes, see "Description of the Notes."

For a discussion of certain risks that should be considered in connection with an investment in the new notes, see "Risk Factors."

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following summary historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data" and our audited consolidated financial statements and notes to those statements included in this prospectus. Our summary historical consolidated financial data as of December 29, 2001 and for the years ended December 29, 2001, December 30, 2000 and January 1, 2000 have been derived from consolidated financial statements that have been audited by KPMG LLP, independent auditors.

        The unaudited as adjusted balance sheet data as of December 29, 2001 gives effect to the offering of the Series C notes and the application of the proceeds from the offering to the repayment of indebtedness under our senior credit facility as if they had occurred on December 29, 2001. This information is for illustrative purposes only and is not necessarily indicative of the financial position that would have occurred if the offering and repayment had occurred on December 29, 2001.

	Fiscal Year Ended
	December 29, 2001			December 30, 2000			January 1, 2000
	(Dollars in thousands, except ratios)
Statement of Operations Data(1):
Net sales	$	332,433		$	351,416		$	336,112
Cost of goods sold		192,525			200,651			196,184
Gross profit	$	139,908		$	150,765		$	139,928
Sales, marketing and distribution expenses		87,576			100,711			91,120
General and administrative expenses		14,120			12,957			13,802
Management fees		500			500			450
Environmental clean-up		950			—			—
Special charge-severance		—			250			—
Operating income	$	36,762		$	36,347		$	34,556
Gain on sale of assets		(3,112	)		—			—
Interest expense		29,847			36,073			29,874
Income before income tax expense	$	10,027		$	274		$	4,682
Income tax expense		4,029			1,559			2,429
Net income (loss)	$	5,998		$	(1,285	)	$	2,253
Other Financial Data(1):
Adjusted EBITDA(2)	$	52,002		$	52,351		$	49,704
Depreciation and amortization		14,290			15,754			15,148
Cash interest expense(3)		27,875			34,230			28,397
Capital expenditures		3,904			5,891			5,500
Ratio of EBITDA to cash interest expense		1.9x			1.5x			1.8x

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	Fiscal Year Ended December 29, 2001
	Actual		As Adjusted(4)
Balance Sheet Data (at period end)(1):
Cash and cash equivalents	$	15,055	$	15,055
Total assets		426,006		429,006
Long-term debt, including current portion		289,275		292,275
Total stockholder's equity		62,836		62,836

(1)

The purchase method of accounting was used to account for (a) the acquisition of certain assets of the Polaner and related brands from International Home Foods, Inc. on February 5, 1999 and (b) the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition Company on March 15, 1999. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc. to Nonni's Food Company, Inc. on January 17, 2001. The sale of Burns & Ricker, Inc. accounted for $25.1 million of the sales decrease during fiscal year 2001.

(2)

EBITDA is defined as earnings before interest, taxes, depreciation and amortization and extraordinary items and is presented because it is commonly used by certain investors and analysts to analyze and compare companies on the basis of operating performance and to determine a company's ability to service and incur debt. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income, cash flows from operating activities or other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity.

Adjusted EBITDA is calculated by adding to or deducting from EBITDA certain items that we believe are unusual consisting of: (a) a net charge in fiscal year 2001 of $1.0 million related to environmental cleanup, (b) a charge of $0.3 million related to employee severance in fiscal year 2000 and (c) a gain of $3.1 million related to the sale of Burns & Ricker, Inc. in fiscal year 2001. No adjustments were made to EBITDA for fiscal year 1999.

The following table summarizes the impact of these adjustments to EBITDA for the periods indicated (see "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more detail):

		Fiscal Year Ended
		December 29, 2001			December 30, 2000		January 1, 2000
EBITDA		$	54,164		$	52,101	$	49,704
Adjustments:
	Environmental cleanup		950			—		—
	Special charge—severance		—			250		—
	Gain of sale of assets		(3,112	)		—		—
Adjusted EBITDA		$	52,002		$	52,351	$	49,704

(3)

Cash interest expense represents interest expense less amortization of capitalized financing fees.

(4)

Net proceeds from the private offering of the Series C notes were approximately $95.8 million, after deducting estimated fees and expenses totaling approximately $3.0 million. The net proceeds were used to repay borrowings under our senior credit facility.

10

RISK FACTORS

Before you invest in the notes, you should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Relating to the Notes

Our substantial indebtedness could prevent us from fulfilling our obligations under the notes and otherwise restrict our activities.

        We have now and, after the exchange offer, will continue to have a significant amount of indebtedness. On December 29, 2001, after giving pro forma effect to the offering of the Series C notes in March 2002, we would have had total indebtedness of $292.3 million (of which $218.8 million would have consisted of the existing notes).

        Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to these notes;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt;



•

increase our vulnerability to general adverse economic and industry conditions; and



•

limit our ability to borrow additional funds.

        In addition, the indentures governing the existing notes and the new notes and our senior credit facility contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing the existing notes and the new notes do not fully prohibit us or our subsidiaries from doing so. Our senior credit facility permits borrowing of up to $60.0 million, and all of those borrowings would rank senior to the notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify. See "Description of Other Indebtedness—Senior Credit Facility."

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures will depend on our ability to generate cash flow from operations in

11

the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our senior credit facility, will be adequate to meet our future liquidity needs for at least the next few years.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness, including these notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility and these notes, on commercially reasonable terms or at all.

Your right to receive payments on these notes is junior to our existing senior indebtedness and possibly all of our future borrowings. Further, the guarantees of these notes are junior to all of our guarantors' existing senior indebtedness and possibly to all their future borrowings.

        These notes and the subsidiary guarantees rank behind all of our and the subsidiary guarantors' existing senior indebtedness (other than trade payables) and all of our and their future borrowings (other than trade payables), except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to these notes or the subsidiary guarantees.

        In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors' subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our senior debt. However, because the indentures governing the existing notes and the new notes require that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors and holders of notes may receive less, ratably, than the holders of our senior debt.

        Assuming we had completed the offering of the Series C notes and amended our senior credit facility on December 29, 2001 as described under the heading "Description of Other Indebtedness," the notes and the subsidiary guarantees would have been subordinated to $73.5 million of senior debt, and approximately $60.0 million would have been available for borrowing as additional senior debt under our senior credit facility. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indentures governing the existing notes and the new notes.

12

Restrictions in our outstanding debt instruments may limit our ability to make payments on the notes or operate our business.

        Our senior credit facility and the indentures governing the existing notes and the new notes contain covenants that limit the discretion of our management with respect to certain business matters. These covenants significantly restrict our ability and our subsidiaries' ability to (among other things):

•

incur additional indebtedness and issue preferred stock;



•

pay dividends or make other distributions;



•

make other restricted payments and investments;



•

create liens;



•

incur restrictions on the ability of our subsidiaries to pay dividends or other payments to us;



•

sell assets;



•

merge or consolidate with other entities;



•

enter into transactions with affiliates;



•

engage in sale and leaseback transactions;



•

issue capital stock of wholly owned subsidiaries; and



•

engage in certain business activities.

        In addition, our senior credit facility will require us to meet a number of financial ratios and financial condition tests including maximum capital expenditure limits, a minimum total interest coverage ratio, a minimum fixed charge coverage ratio and a maximum leverage ratio. You should read the discussions under the headings "Description of Other Indebtedness—Senior Credit Facility" and "Description of the Notes—Certain Covenants" for further information about these covenants. Events beyond our control can affect our ability to meet these financial ratios and financial condition tests. Our failure to comply with these obligations could cause an event of default under our senior credit facility. If an event of default occurs, our lenders could elect to declare all amounts outstanding and accrued and unpaid interest on our senior credit facility to be immediately due, and the lenders thereafter could foreclose upon the assets securing the senior credit facility. In that event, we cannot assure you that we would have sufficient assets to repay all of our obligations, including the notes and the related guarantees. We may incur other indebtedness in the future that may contain financial or other covenants more restrictive than those applicable to our senior credit facility or the indentures governing the existing notes and the new notes.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures.

        Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control under the indentures governing the existing notes and the new notes.

13

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and



•

was insolvent or rendered insolvent by reason of such incurrence; or



•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

There is no active trading market for the new notes and one may not develop.

        The Series C notes are currently eligible for trading in the PORTAL Market. Upon consummation of the exchange offer, the Series C notes will cease to be eligible for trading in the PORTAL market. The new notes are new securities for which there currently is no market. We have been informed by the initial purchasers in the private offering of the Series C notes that they intend to make a market in the new notes. Those initial purchasers, however, may cease their market making at any time. As a result, we cannot assure you that an active trading market will develop for the new notes. We do not intend to apply for listing of the new notes on any securities exchange or for quotation through the Nasdaq National Market or any other quotation system.

14

Failure to exchange your existing notes for new notes will significantly limit your ability to sell the existing notes.

        If you do not exchange your Series C notes for new notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the Series C notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. Also, upon consummation of the exchange offer, the Series C notes, which are currently eligible for trading in the PORTAL market, will cease to be eligible for trading in the PORTAL market.

        Any Series B notes that are not exchanged will continue to be registered securities. However, to the extent any Series B notes and Series C notes are tendered and accepted for exchange pursuant to the exchange offer, the trading market for Series B notes or Series C notes that remain outstanding may be significantly more limited, which might adversely affect the liquidity of the existing notes not exchanged. The number of holders of existing notes remaining and the interest in maintaining a market in such existing notes on the part of securities firms will largely determine the extent of the market and availability of price quotations. The market price for Series B notes or Series C notes that are not exchanged in the exchange offer may be affected adversely to the extent that the amount of Series B notes or Series C notes exchanged pursuant to the exchange offer reduces the outstanding market value available for trading. This may also make the market price of the existing notes that are not exchanged more volatile.

Terrorist attacks, such as the attacks that occurred in New York City and Washington, D.C. on September 11, 2001, and other acts of violence or war may affect the markets on which the notes trade, the markets in which we operate, our operations and our profitability.

        Terrorist attacks may negatively affect our operations and your investment. There can be no assurance that there will not be further terrorist attacks against the United States or United States businesses. These attacks or armed conflicts may directly impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately affect our sales.

        More generally, terrorist attacks or related armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in economic recession in the U.S. or abroad. Any of these occurrences could have a significant impact on our operating results, revenues and costs and may result in the volatility of the market price for our securities and on the future price of our securities.

Risks Specific to Our Company

We face significant competition in our industry.

        The food products business is highly competitive. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, effective advertising and promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or be substantially less leveraged than our company. We cannot assure you that we will be able to continue to compete successfully with these companies. Competitive pressures or other factors could cause our products to lose market share or result in significant price erosion, which could have a material adverse effect on our business, financial condition or results of operations. See "Our Business—Competition."

15

We are vulnerable to fluctuations in the supply and price of raw materials.

        We purchase agricultural products, meat and poultry, other raw materials and packaging supplies from growers, commodity processors, other food companies and packaging manufacturers. While all such materials are available from numerous independent suppliers, raw materials are subject to fluctuations in price attributable to a number of factors, including changes in crop size, federal and state agricultural programs, export demand, weather conditions during the growing and harvesting seasons, insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, increases in raw material costs could have a material adverse effect on our business, financial condition or results of operations. See "Our Business—Raw Materials."

We may have difficulties integrating our planned future acquisitions.

        We may pursue additional acquisitions of food product lines and businesses. We cannot assure you, however, that we will be able to identify additional acquisitions or that we would realize any anticipated benefits from such acquisitions. Moreover, future acquisitions by us could result in the incurrence of substantial additional indebtedness, exposure to contingent liabilities and the possible future impairment of any goodwill and other intangible assets incurred in connection with these acquisitions, all of which could adversely affect our financial condition and results of operations. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired companies and the diversion of management's attention from other business concerns. Any inability by us to integrate any acquired companies in a timely and efficient manner could adversely affect our business, financial condition or results of operations. In the event that any such acquisition were to occur, we cannot assure you that our business, financial condition or results of operations would not suffer material adverse effects.

We rely on co-packers for certain of our manufacturing needs.

        We rely upon co-packers for a portion of our manufacturing needs. The success of our business depends, in part, on maintaining a strong manufacturing platform. We feel that there are a limited number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative co-packing agreements or arrangements in the future, we cannot assure you we will be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. See "Our Business—Facilities and Production."

We are subject to environmental laws and regulations relating to hazardous materials, substances and waste used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business.

        Our operations are also governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous chemicals in the workplace. As with other companies engaged in like businesses, the nature of our operations expose us to the risk of liabilities or claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. We cannot assure you that material costs will not be incurred in connection with such liabilities or claims.

        Based on our company's experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, financial condition or results of operations. We cannot predict, however, what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted. Nor can we predict the amount of future expenditures that may be required in order to comply with

16

such environmental or health and safety laws or regulations or to respond to such environmental claims.

        On January 17, 2001, we became aware that fuel oil from our underground storage tank at our Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. The New Jersey Department of Environmental Protection (NJDEP) initially engaged an environmental services firm to address the clean up of the oil in the brook; and, with the approval of the NJDEP, we retained such environmental services firm on January 18, 2001 for the same purpose. In addition, we hired another environmental services firm to address the on-site oil impact to subsurface soils. Since January 17, 2001, together with our environmental services firms, we have worked to clean up the oil and are cooperating with the NJDEP.

        Both environmental services firms have completed the site work and believe they have remediated the site such that no further clean-up is warranted. Both firms have submitted their findings to the NJDEP along with recommendations for no further action. We are awaiting the NJDEP's response to those recommendations. The NJDEP could require additional investigation before acceding to the no further action recommendations, but the cost of such additional investigation is not expected to have a material adverse effect on our business, financial condition or results of operations.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability at the Combe Fill South Landfill in New Jersey under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund and under New Jersey's Spill Compensation and Control Act, for alleged disposal of waste from White Cap Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner was sold by one of our former parents and was ultimately acquired by International Home Foods, Inc. We believe we are indemnified by an affiliate of International Home Foods, Inc. for this liability. We have submitted a demand for indemnity, but the indemnitor's initial response was limited to a request for additional information. We believe that we may also have substantive defenses to the third-party complaint, and will explore those defenses if we are not indemnified for this liability.

Our operations are subject to FDA and USDA governmental regulation and there is no assurance that we will be in compliance with all regulations.

        Our operations are subject to extensive regulation by the United States Food and Drug Administration, the United States Department of Agriculture and other national, state and local authorities. Specifically, for example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging and safety of food. Under this program the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. Our processing facilities and products are subject to periodic inspection by federal, state and local authorities. We cannot assure you, however, that we are in compliance with currently applicable laws and regulations or that we will be able to comply with any or all future laws and regulations. Failure by us to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, financial condition or results of operations. See "Our Business—Governmental Regulation."

We may be subject to significant liability should the consumption of any of our products cause injury, illness or death.

        We may be required to recall products in the event of contamination, product tampering, mislabeling or damage to our products. We cannot assure you that product liability claims will not be asserted against us or that we will not be obligated to recall our products. A product liability judgment

17

against us or a product recall could have a material adverse effect on our business, financial condition or results of operations.

Litigation regarding our trademarks and any other proprietary rights may have a significant negative impact on our business.

        We own 74 trademarks which are registered in the United States and 226 trademarks which are registered in foreign countries. In addition, we have 18 trademark applications pending in foreign countries. We consider our trademarks to be of significant importance in our business. We cannot assure you that the actions we take to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as an alleged violation of their trademarks and proprietary rights. Although we are not aware of any circumstances that would negatively impact our trademarks, there can be no assurance that future litigation by our company will not be necessary to enforce our trademark rights or to defend us against claimed infringement of the rights of others, or result in adverse determinations that could have a material adverse effect on our business, financial condition or results of operations.

If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result.

        Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by our executive officers could have a material adverse effect on our business, financial condition or results of operations. We do not maintain key-man life insurance on any of our executive officers. We cannot assure you that the services of such personnel will continue to be available to us. See "Our Management."

Our financial well-being could be jeopardized by unforeseen changes in our employee's collective bargaining agreements or shifts in union policy.

        As of January 31, 2002, approximately 189 of our 652 employees were covered by a collective bargaining agreement. Approximately 52 of our employees at our Roseland, New Jersey facility were represented by a collective bargaining agreement with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America (Local No. 863). Approximately 137 of our employees at our Portland, Maine facility were represented by a collective bargaining agreement with the Bakery, Confectionery and Tobacco Workers and Grain Millers International Union (AFL-CFO, Local No. 334). These collective bargaining agreements expire on March 31, 2004 and May 1, 2004, respectively. Although we consider our employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure you that upon the expiration of existing collective bargaining agreements new agreements will be reached without union action or that any such new agreements will be on terms satisfactory to us. See "Our Business—Employees and Labor Relations."

We are controlled by parties whose interests may not be aligned with yours.

        Bruckmann, Rosser, Sherrill & Co., L.P., a private equity investment firm, together with some of its affiliates, owns 71% of the outstanding voting stock of B&G Foods Holdings Corp. on a fully diluted basis. B&G Foods Holdings Corp. owns all of our outstanding capital stock. Accordingly, Bruckmann, Rosser, Sherrill & Co., L.P. has the ability to elect a majority of our Board of Directors and to determine the outcome of any other matter submitted to the stockholders for their approval, including the power to determine the outcome of all corporate transactions, such as mergers, consolidations and the sale of all or substantially all of our assets. See "Ownership of Capital Stock."

18

USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange existing notes of like principal amount, the terms of which are identical in all material respects to the new notes. The existing notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

        The net proceeds from the sale of the Series C notes, which was completed on March 7, 2002, were about $95.8 million, after deducting fees and expenses totaling approximately $3.0 million. We used the net proceeds to repay borrowings under our senior credit facility. The maturity date of outstanding borrowing under our senior credit facility is March 2004 with respect to the revolving credit facility and term loan A and March 2006 with respect to term loan B. At December 29, 2001, $38.3 million was outstanding under our term loan A facility and $130.7 million was outstanding under our term loan B facility. No amounts were outstanding under our revolving credit facility. At December 29, 2001, the interest rate was 7.31% under term loan A and between 6.17% and 7.56% under term loan B. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Description of Other Indebtedness—Senior Credit Facility."

        The net proceeds from the sale of the Series A notes, which was completed on August 11, 1997 and which were subsequently exchanged for the Series B notes, were approximately $116.4 million, after deducting fees and expenses totaling approximately $3.6 million. From the net proceeds, we used approximately $100.0 million to repay indebtedness then existing, approximately $12.3 million to consummate the acquisition of Trappey's and approximately $1.5 million to pay certain fees and expenses. We did not receive any proceeds from the exchange of the Series B notes for the Series A notes that was completed on February 6, 1998.

19

CAPITALIZATION

        The following table sets forth the capitalization of our company as of December 29, 2001 on an actual basis and on an as adjusted basis to give effect to the offering of Series C notes completed on March 7, 2002 and the application of the proceeds from the offering of the Series C notes to the repayment of indebtedness under our senior credit facility. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," the financial statements and the notes to these statements included elsewhere in this prospectus and the financial data set forth under "Summary" and "Summary Historical Consolidated Financial Data."

		As of December 29, 2001
		Actual		As Adjusted
		(Dollars in thousands)
Cash and cash equivalents		$	15,055	$	15,055
Long term debt (including current maturities):
	Revolving credit facility(1)		—		—
	Term loans	$	168,962	$	73,202
	Other		313		313
	95/8% senior subordinated notes due 2007 (Series B notes)		120,000		120,000
	95/8% senior subordinated notes due 2007 (Series C notes)(2)		—		98,760
	Total debt	$	289,275	$	292,275
	Total stockholder's equity		62,836		62,836
Total capitalization		$	352,111	$	355,111

(1)

Before and after giving effect to the offering of the Series C notes in March 2002 and the application of the proceeds from the offering of the Series C notes to the repayment of indebtedness under our senior credit facility, we have $60.0 million of availability under our revolving credit facility, none of which is drawn except $1.0 million of letters of credit.

(2)

$1.24 million of de minimis discount with respect to the notes has been recorded and will be amortized over the life of the notes, using the effective interest method.

20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following selected historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The selected historical consolidated financial data as of and for the years ended December 29, 2001, December 30, 2000, January 1, 2000, January 2, 1999 and January 3, 1998 are derived from consolidated financial statements that have been audited by KPMG LLP.

	Fiscal Year Ended
	December 29, 2001			December 30, 2000			January 1, 2000		January 2, 1999		January 3, 1998
	(Dollars in thousands, except ratios)
Statement of Operations Data(1):
Net sales	$	332,433		$	351,416		$	336,112	$	179,780	$	151,615
Cost of goods sold		192,525			200,651			196,184		117,514		105,720
Gross profit	$	139,908		$	150,765		$	139,928	$	62,266	$	45,895
Sales, marketing and distribution expenses		87,576			100,711			91,120		40,102		30,114
General and administrative expenses		14,120			12,957			13,802		5,725		4,688
Management fees		500			500			450		250		250
Environmental clean-up		950			—			—		—		—
Special charge-severance		—			250			—		—		—
Operating income	$	36,762		$	36,347		$	34,556	$	16,189	$	10,843
Gain on sale of assets		(3,112	)		—			—		—		—
Interest expense		29,847			36,073			29,874		13,908		9,578
Income before income tax expense and extraordinary item	$	10,027		$	274		$	4,682	$	2,281	$	1,265
Income tax expense		4,029			1,559			2,429		1,431		833
Income (loss) before extraordinary item		5,998			(1,285	)		2,253		850		432
Extraordinary item, net of income tax benefit		—			—			—		—		(1,804	)
Net income (loss)	$	5,998		$	(1,285	)	$	2,253	$	850	$	(1,372	)
Other Financial Data(1):
Adjusted EBITDA(2)	$	52,002		$	52,351		$	49,704	$	23,372	$	16,263
Depreciation and amortization		14,290			15,754			15,148		7,183		5,420
Cash interest expense		27,875			34,230			28,397		13,319		8,948
Capital expenditures		3,904			5,891			5,500		3,780		4,022
Ratio of earnings to fixed charges(4)		1.3x			1.0x			1.2x		1.2x		1.1x
Ratio of EBITDA to cash interest expense		1.9x			1.5x			1.8x		1.8x		1.8x
Balance Sheet Data (at period end)(1):
Cash and cash equivalents	$	15,055		$	13,433		$	7,745	$	599	$	691
Total assets		426,006			457,016			477,057		211,873		180,035
Long-term debt, including current portion		289,275			329,323			340,892		144,696		121,376
Total stockholder's equity		62,836			56,788			58,073		20,820		18,628

(1)

The purchase method of accounting was used to account for (a) the acquisition of assets relating to the Regina wine vinegars and cooking wines, Wright's liquid smoke hickory flavoring, Brer Rabbit molasses and Vermont Maid syrup brands on June 17, 1997; (b) the acquisition of all of the outstanding capital stock of JEM Brands, Inc., a holding company of Trappey's Fine Foods, Inc. on August 15, 1997; (c) the acquisition of all of the outstanding capital stock of Maple Grove Farms of Vermont, Inc. and related entities on July 17, 1998; (d) the acquisition of certain assets of the

21

Polaner and related brands from International Home Foods, Inc. on February 5, 1999; and (e) the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition on March 15, 1999. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc. to Nonni's Food Company, Inc. on January 17, 2001. The sale of Burns & Ricker accounted for $25.1 million of the sales decrease during fiscal year 2001.

(2)

EBITDA is defined as earnings before interest, taxes, depreciation and amortization and extraordinary items and is presented because it is commonly used by certain investors and analysts to analyze and compare companies on the basis of operating performance and to determine a company's ability to service and incur debt. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income, cash flows from operating activities or other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity.

Adjusted EBITDA is calculated by adding to or deducting from EBITDA certain items that we believe are unusual consisting of: (a) a net charge in fiscal year 2001 of $1.0 million related to environmental cleanup, (b) a charge of $0.3 million related to employee severance in fiscal year 2000 and (c) a gain of $3.1 million related to the sale of Burns & Ricker, Inc. in fiscal year 2001. No adjustments were made to EBITDA for fiscal years 1999, 1998 and 1997.

The following table summarizes the impact of these adjustments to EBITDA for the periods indicated (see "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more detail):

		Fiscal Year Ended
		December 29, 2001			December 30, 2000		January 1, 2000		January 2, 1999		January 3, 1998
EBITDA		$	54,164		$	52,101	$	49,704	$	23,372	$	16,263
Adjustments:
	Environmental cleanup		950			—		—		—		—
	Special charge—severance		—			250		—		—		—
	Gain on sale of assets		(3,112	)		—		—		—		—
Adjusted EBITDA		$	52,002		$	52,351	$	49,704	$	23,372	$	16,263

(3)

Cash interest expense represents interest expense less amortization of capitalized financing fees.

(4)

For purposes of this computation, earnings consist of income before taxes plus fixed charges. Fixed charges consist of the sum of interest on indebtedness and that portion of lease rental expense representative of the interest factor.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

General

        We manufacture, sell and distribute a diversified portfolio of high quality, shelf-stable, branded food products with leading regional or national retail market shares. In general, we position our retail branded products to appeal to the consumer desiring a high quality and reasonably priced branded product.

        We completed the acquisition of certain assets of the Polaner and related brands from International Home Foods, Inc. and M. Polaner, Inc. on February 5, 1999 and one of our subsidiaries completed the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition Corp. on March 15, 1999. These acquisitions have been accounted for using the purchase method of accounting and, accordingly, the results of operations of the acquired companies are included in our operating results from the dates of acquisition. On January 17, 2001, we completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. pursuant to a stock purchase agreement of the same date under which we sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's. Such acquisitions and the application of the purchase method of accounting and sale of Burns & Ricker affect comparability between periods.

Results of Operations

Year Ended December 29, 2001 Compared to Year Ended December 30, 2000

        Net Sales.    Net sales decreased $19.0 million or 5.4% to $332.4 million for the 52 week period ended December 29, 2001 (fiscal 2001) from $351.4 million for the 52 week period ended December 30, 2000 (fiscal 2000). The sale of Burns & Ricker accounted for $25.1 million of the sales decrease on a comparative basis. Our new line of Emeril's branded products, which was introduced in July 2000, increased $14.7 million to $18.7 million for fiscal 2001 from $4.0 million in the 2000 period. Sales of our Maple Grove Farms of Vermont, Ac'cent and Sa-són brand increased $2.1 million, $1.8 million and $0.4 million, respectively, or 4.5%, 11.2% and 6.3%, respectively. Sales of our Polaner brands, Joan of Arc brand, B&M Baked Beans, Las Palmas brands, Underwood brands, Trappey's brands, Brer Rabbit Molasses brands and Vermont Maid Syrup decreased by $4.0 million, $1.9 million, $1.9 million, $1.5 million, $1.2 million, $1.0 million, $0.8 million and $0.6 million, respectively, or 8.5%, 11.9%, 4.8%, 6.3% 4.7%, 5.8%, 18.5% and 11.2%, respectively, largely reflecting lower unit volume. The decline in sales of certain brands is partially due to a decision by management to reduce trade spending.

        Gross Profit.    Gross profit decreased $10.9 million or 7.2% to $139.9 million for fiscal 2001 from $150.8 million in fiscal 2000. Gross profit expressed as a percentage of net sales decreased to 42.1% in fiscal 2001 from 42.9% in fiscal 2000. The decrease in gross profit percentage included higher costs of maple syrup, increased costs from the co-packers of the Underwood and Las Palmas brands and a shift in the mix of products sold, including the fact that higher margin Burns & Ricker branded products are no longer in the mix of products sold by our company.

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        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses decreased $13.1 million or 13.0% to $87.6 million for fiscal 2001 from $100.7 million for fiscal 2000. Such expenses expressed as a percentage of net sales decreased to 26.3% in fiscal 2001 from 28.7% in fiscal 2000. The decrease is primarily due to a decision by our management to reduce trade promotion spending, coupled with the sale of Burns & Ricker. Trade promotion spending decreased $10.4 million or 15.2%. Trade promotion spending as a percentage of sales decreased to 17.3% in fiscal 2001 from 19.3% in fiscal 2000. Overall, consumer spending expenses decreased $1.3 million or 12.3%. Distribution expenses decreased $0.9 million or 14.8%. All other expenses decreased $0.5 million.

        General and Administrative Expenses.    General and administrative expenses (including amortization of intangibles and management fees) increased $1.2 million or 8.6% to $14.6 million in fiscal 2001 from $13.5 million in fiscal 2000. A decrease in amortization in the amount of $1.0 million of certain intangibles disposed of in the sale of Burns & Ricker was offset by an increase in operating expenses of $2.2 million due to an increase in incentive compensation costs in fiscal 2001.

        Environmental Clean-Up.    As previously described, we recorded a charge of $1.0 million, net of insurance proceeds, in fiscal 2001.

        Special Charge-Severance.    During fiscal 2000, we 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 increased $0.4 million or 1.1% to $36.8 million in fiscal 2001 from $36.3 million in fiscal 2000. Operating income expressed as a percentage of net sales increased to 11.1% in fiscal 2001 from 10.3% in fiscal 2000.

        Gain of Sale of Assets.    As further described in Note 1 of the consolidated financial statements, we recorded a $3.1 million gain on the sale of Burns & Ricker.

        Interest Expense.    Interest expense decreased $6.2 million to $29.8 million in fiscal 2001 from $36.1 million in fiscal 2000 as a result of lower outstanding loan balances in fiscal 2001 due to the partial prepayment of the term loans required in connection with the sale of Burns & Ricker and reduced interest rates.

        Income Tax Expense.    Income tax expense increased $2.5 million to $4.0 million in fiscal 2001 from $1.6 million in fiscal 2000. Our effective tax rate for fiscal 2001 was 40.2% as compared with 569% for fiscal 2000. The decrease in the effective tax rate reflects the effect of the amortization of nondeductible goodwill and other intangibles when applied to income before income tax expense of $10.0 million in fiscal 2001 as compared to $0.3 million in fiscal 2000.

        Because of the highly leveraged status of our company, EBITDA is an important performance measure used by our company and our stockholders. We believe that EBITDA provides additional information for determining our ability to meet future debt service requirements. However, EBITDA is not indicative of operating income or cash flow from operations as determined under generally

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accepted accounting principles. Our EBITDA from continuing operations for fiscal 2001 and fiscal 2000 is calculated as follows (dollars in millions):

	Fiscal 2001			Fiscal 2000
Net income (loss)	$	6.0		$	(1.3	)
Depreciation and amortization		14.3			15.7
Income tax expense		4.0			1.6
Interest expense		29.8			36.1
EBITDA		54.1			52.1
Environmental clean-up		1.0			0.0
Gain on sale of assets		(3.1	)		0.0
Special charge—severance		0.0			0.3
Adjusted EBITDA	$	52.0		$	52.4

Year Ended December 30, 2000 Compared to Year Ended January 1, 2000

        Net Sales.    Net sales increased $15.3 million or 4.6% to $351.4 million for the 52 week period ended December 30, 2000 (fiscal 2000) from $336.1 million for the 52 week period ended January 1, 2000 (fiscal 1999). The net sales increase included $19.5 million in the aggregate of incremental sales of products acquired in the acquisition of Polaner and the acquisition of Heritage Brands during the first quarter of fiscal 2000. Such brands were not owned in the comparable first quarter of fiscal 1999. During the remaining nine months of the year, sales for the Ac'cent/Sa-són branded flavor enhancer increased $1.3 million or 8.5%. Sales of Maple Grove Farms of Vermont products and Wright's liquid smoke hickory flavoring increased $2.2 million and $0.5 million, or 5.1% and 9.8%, respectively, from fiscal 1999, largely reflecting a higher unit volume. Our new line of Emeril's branded products produced $4.0 million in sales in the 2000 period. These increases were offset by a decrease in sales of Polaner brands, Las Palmas brands, Underwood brands, B&M Baked Beans and Burns & Ricker baked snack foods by $4.8 million, $2.6 million, $1.8 million, $1.6 million and $1.0 million, respectively, or 12.1%, 12.1%, 8.3%, 4.6% and 3.5%, respectively, largely reflecting lower unit volume. Sales of our other brands collectively decreased $0.4 million in fiscal 2000.

        Gross Profit.    Gross profit increased $10.8 million or 7.7% to $150.8 million for fiscal 2000 from $139.9 million in fiscal 1999. Gross profit expressed as a percentage of net sales increased to 42.9% in fiscal 2000 from 41.6% in fiscal 1999. This increase was due to a favorable shift in the sales mix to higher gross profit margins from sales of the Heritage Portfolio of Brands products, reduced labor and overhead costs at the Burns & Ricker baked snack foods manufacturing facility and reduced maple syrup costs.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $9.6 million or 10.5% to $100.7 million for fiscal 2000 from $91.1 million for fiscal 1999. Such expenses expressed as a percentage of net sales increased to 28.7% in fiscal 2000 from 27.1% in fiscal 1999 primarily as a result of the acquisition of Polaner and of Heritage Brands. Additional expenses relating to these acquisitions accounted for $7.6 million of the increase. Trade promotion spending and slotting expenses increased $4.9 million or 11.2%. The increase in promotional spending and slotting expenses includes increases in spending on the Heritage Portfolio of Brands and Vermont Maid brand of $5.0 million and $0.9 million, respectively, which was partially offset by a decrease in promotional spending of $1.1 million on B&G branded pickles and peppers. Increases in promotional spending and slotting for our other brands, taken as a whole, accounted for the remaining $0.1 million or 0.1%. Overall, consumer spending expenses decreased $1.5 million or 14.0%. The decrease in consumer spending expenses in the aggregate includes an increase in consumer spending on B&G branded pickles of $0.7 million, which was more than offset by decreases in consumer spending on Las Palmas brands,

25

Polaner brands and Regina brands of $0.8 million, $0.6 million and $0.5 million, respectively. Increases in consumer spending for our other brands, taken as a whole, accounted for the remaining $0.3 million. Brokerage expenses and commissions decreased $0.7 million or 9.5%, reflecting a reduced ongoing brokerage percentage. Distribution expenses decreased $0.7 million or 16.0%.

        General and Administrative Expenses.    General and administrative expenses (including amortization of intangibles and management fees) decreased $0.8 million or 5.6% to $13.5 million in fiscal 2000 from $14.3 million in fiscal 1999, primarily due to decreased operating expenses of $1.1 million and increased amortization of intangibles of $0.3 million associated with the acquisition of Polaner and the acquisition of the Heritage Brands.

        Operating Income.    As a result of the foregoing, operating income increased $1.8 million or 5.2% to $36.3 million in fiscal 2000 from $34.6 million in fiscal 1999. Operating income expressed as a percentage of net sales for fiscal 2000 is 10.3%, which equaled the 10.3% obtained in fiscal 1999.

        Interest Expense.    Interest expense increased $6.2 million to $36.1 million in fiscal 2000 from $29.9 million in fiscal 1999 as a result of increased interest rates during fiscal 2000.

        Income Tax Expense.    Income tax expense decreased $0.9 million to $1.6 million in fiscal 2000 from $2.4 million in fiscal 1999. Our effective tax rate for fiscal 2000 was 569% as compared with 51.9% for fiscal 1999. The increase in the effective tax rate reflects the effect of the amortization of nondeductible goodwill and other intangibles when applied to income before income tax expense of $0.3 million in fiscal 2000 as compared to $4.7 million in fiscal 1999.

        Because of the highly leveraged status of our company, EBITDA is an important performance measure used by our company and our stockholders. We believe that EBITDA provides additional information for determining our ability to meet future debt service requirements. However, EBITDA is not indicative of operating income or cash flow from operations as determined under generally accepted accounting principles. Our EBITDA from continuing operations for fiscal 2000 and fiscal 1999 is calculated as follows (dollars in millions):

	Fiscal 2000			Fiscal 1999
Net (loss) income	$	(1.3	)	$	2.3
Depreciation and amortization		15.7			15.1
Income tax expense		1.6			2.4
Interest expense		36.1			29.9
EBITDA		52.1			49.7
Special charge—severance		0.3			0.0
Adjusted EBITDA	$	52.4		$	49.7

Liquidity and Capital Resources

        Cash Flows.    Cash provided by operating activities decreased $2.8 million or 11.4% to $21.4 million in fiscal 2001 from $24.2 million in fiscal 2000. This decrease was primarily due to increases in inventories and decreases in accounts payable offset by an increase in accrued expenses, a decrease in accounts receivable and an increase in net income. Working capital at December 29, 2001 was $50.3 million, a decrease of $18.7 million over working capital at December 30, 2000 of $69.0 million. This decrease is a result of the sale of Burns & Ricker which had $20.7 million in net assets held for sale as of December 30, 2000. Cash provided by operating activities increased $11.0 million or 83.0% to $24.2 million in fiscal 2000 from $13.2 million in fiscal 1999. This increase was primarily due to decreases in accounts receivable and inventories and increases in accounts payable, which were partially offset by a decrease in accrued expenses. Working capital at

26

December 30, 2000 was $69.0 million, an increase of $9.6 million over working capital at January 1, 2000 of $59.4 million.

        Net cash provided by investing activities for fiscal 2001 was $20.2 million as compared to net cash used in investing activities of $5.7 million for fiscal 2000. Capital expenditures during fiscal 2001, which included purchases of manufacturing and computer equipment, was $3.9 million as compared to $5.9 million for fiscal 2000 for similar such expenditures. Net cash received of $24.1 million for the sale of assets accounted for the remaining change. Net cash used in investing activities for fiscal 2000 was $5.7 million as compared to $230.2 million for fiscal 1999. Investment expenditures during fiscal 1999 included $30.6 million for the acquisition of Polaner and $194.1 million for the acquisition of Heritage Brands. Capital expenditures during fiscal 2000, which included purchases of manufacturing and computer equipment, was $5.9 million as compared to $5.5 million for fiscal 1999 for similar expenditures.

        Net cash used in financing activities for fiscal 2001 was $40.0 million as compared to net cash used in financing activities for fiscal 2000 of $12.8. The net cash used by financing activities for fiscal 2001 included payments of $20.5 million due on term loan A and $19.3 million due on the term loan B, along with capital lease payments of $0.2 million. 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 sale of Burns & Ricker. Net cash used in financing activities for fiscal 2000 was $12.8 million as compared to net cash provided by financing activities of $224.1 million for fiscal 1999. The net cash used by financing activities for fiscal 2000 included payments of $11.3 million due on term loan A and $1.3 million of deferred debt issuance costs incurred to amend our senior secured credit facility, along with capital lease payments of $0.3 million.

        Acquisitions.    Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. We have historically financed acquisitions with borrowings and cash flows from operations. Our future interest expense has increased significantly as a result of additional indebtedness we have incurred as a result of our recent acquisitions, and will increase with any additional indebtedness we 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.

        Environmental Clean-Up Costs.    We recorded a charge of $1.1 million in the first quarter of fiscal 2001 to cover the expected cost of an environmental clean-up, which approximates the actual amount spent as of December 29, 2001. In the third quarter of fiscal 2001, we received an insurance reimbursement of $0.2 million and accrued an additional $0.1 million for certain remaining miscellaneous expenses.

        Special Charge—Severance.    During the second quarter of 2000, we recorded a severance charge of $0.3 million. As part of the severance arrangements, 13 employees were terminated. At December 30, 2000, all amounts related to such severance charges were paid.

        Debt.    We have outstanding $220 million of existing notes with interest payable semiannually on February 1 and August 1 of each year. The existing notes contain certain transfer restrictions.

        We are a party to a $280 million senior credit facility comprised of a $60 million five-year revolving credit facility, a $70 million five-year term loan A and a $150 million seven-year term loan B. Interest is determined based on several alternative rates as stipulated in the senior credit facility, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin. The senior credit facility is secured by substantially all of our assets. The senior credit facility provides for mandatory prepayment requirements based on asset dispositions and issuances of securities, as defined. The senior credit facility contains covenants that will restrict, among other things, the ability of our company to incur additional indebtedness, pay dividends and create certain liens. The

27

senior 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 leverage ratio, each ratio as defined. Proceeds of the senior credit facility are restricted to funding our working capital requirements, capital expenditures and acquisitions of companies in the same line of business as our company, subject to certain criteria. The senior credit facility limits expenditures on acquisitions to $40 million per year. There were no borrowings outstanding under the revolving credit facility at April 11, 2002.

Future Capital Needs

        We are highly leveraged. On December 29, 2001, after giving pro forma effect to the offering of the Series C notes, which was completed on March 7, 2002, and the refinancing of our senior credit facility, our total long-term debt would have been $292.3 million and our stockholders' equity would have been $62.8 million.

        Our primary sources of capital are cash flows from operations and borrowings under the revolving credit facility. Our primary capital requirements include debt service, capital expenditures, working capital needs and financing for acquisitions. Our ability to generate sufficient cash to fund our operations depends generally on the results of our operations and the availability of financing. Our management believes that cash flows from operations in conjunction with the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit, of approximately $59.0 million at December 29, 2001 after giving pro forma effect to the refinancing of our senior secured credit facility, 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 our company.

Recent 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 results in a reduction of the price paid by the customer should be netted against revenue and not classified as a sales or marketing expense. We currently record 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, we will reclassify current and prior period coupon expense as a reduction of net sales. Coupon expense was $1.4 million, $2.5 million and $2.8 million in fiscal 2001, 2000 and 1999, respectively. The implementation of the EITF consensus will impact classification of expenses in the consolidated statements of operations, but will not have any effect on our net income (loss). We include free merchandise in cost of goods sold as required by the new EITF consensus.

        In April 2001, the EITF reached a consensus with respect to EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services." The consensus 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. Upon implementation of the EITF consensus, which is required in the first quarter of fiscal 2002, we will reclassify certain current and prior period expenses as a reduction of net sales. Such reclassification will reduce sales and gross margin, but will have no impact on operating income or net earnings. We are currently evaluating the impact of adoption of this EITF consensus. While we have not completed the significant effort involved in analyzing the effect of adopting this EITF, management believes that such

28

expenses to be reclassified as a reduction of net sales and a decrease in sales, marketing and distribution expenses will be approximately 11% to 14% of net sales in each period.

        In July 2001, the FASB issued Statement No. 141, "Business Combinations" and Statement No. 142, "Goodwill and Other Intangible Assets." Statement No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement No. 141 also specifies the criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. Statement No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of Statement No. 142. Statement No. 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and be reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

        We are required to adopt the provisions of Statement No. 141 immediately and Statement No. 142, effective December 30, 2001. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combination completed after June 30, 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement No. 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of Statement No. 142.

        Statement No. 141 will require upon adoption of Statement No. 142 that we evaluate our existing intangible assets and goodwill that were acquired in a prior purchase business combination, and make any necessary reclassifications in order to conform with the new criteria in Statement No. 141 for recognition apart from goodwill. Upon adoption of Statement No. 142, we will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments by the end of the first interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, we will be required to test the intangible asset for impairment in accordance with the provisions of Statement No. 142 within the first interim period. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period.

        In connection with the transitional goodwill impairment evaluation, Statement No. 142 will require us to perform an assessment, by reporting unit, of whether there is an indication that goodwill is impaired as of the date of adoption. We believe that we have one reporting unit. We will then have up to six months from the date of adoption to determine the fair value of our reporting unit and compare it to the reporting unit's carrying amount. To the extent the reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and we must perform the second step of the transitional impairment test. In the second step, we must compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its assets (recognized and unrecognized) and liabilities in a manner similar to a purchase price allocation in accordance with Statement No. 141, to its carrying amount, both of which would be measured as of the date of adoption. This second step is required to be completed as soon as possible, but no later than the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in our statement of earnings.

        As of the date of adoption, we expect to have unamortized goodwill in the amount of $112.3 million, and unamortized identifiable intangible assets (trademarks) in the amount of $162.8 million, all of which will be subject to the transition provisions of Statements 141 and 142.

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Amortization expense related to goodwill was $3.1 million and $3.8 million for fiscal 2001 and 2000, respectively. Amortization expense related to trademarks was $5.4 million and $5.7 million for fiscal 2001 and 2000, respectively. Because of the extensive effort needed to comply with adopting Statements 141 and 142, we have not finalized its assessment of the impact of adopting these Statements on our consolidated financial statements at this time, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. However, based upon our initial analysis, we believe that the adoption of Statements 141 and 142 will not have a material effect on the consolidated financial statements other than the nonamortization of goodwill and other identifiable assets (beginning upon adoption) deemed to have an indefinite useful life.

        In August, 2001, the FASB issued Statement No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets". Statement No. 144 addresses financial accounting and reporting for the impairment of disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Statement No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We were required to adopt Statement No. 144 on December 30, 2001. Management believes that the adoption of this statement will not have a material impact on our consolidated financial statements.

Critical Accounting Policies

        The Securities and Exchange Commission recently issued disclosure guidance for "critical accounting policies." The SEC defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

        Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

Use of Estimates

        Our management is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.

        Significant estimates underlying the accompanying consolidated financial statements include inventory valuation, allowance for doubtful accounts, trade and promotional expense accruals, useful lives of certain tangible and intangibles assets, valuation allowance for deferred tax assets, and certain environmental and other accruals.

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Commitments and Contractual Obligations

        Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and future minimum operating lease obligations as set forth in the following table:

	Payments Due by Period (In thousands)
Contractual Obligations:	Total		Within 1 Year		1-2 Years		3-4 Years		After 4 Years
Long-term debt, and capital leases	$	289,275	$	17,436	$	18,455	$	51,967	$	201,417
Operating leases		14,375		3,079		2,422		2,154		6,720
Total contractual cash obligations	$	303,650	$	20,515	$	20,877	$	54,121	$	208,137

THE EXCHANGE OFFER

Purpose of the Exchange Offer

        On March 7, 2002, we issued and sold the Series C notes to the initial purchasers in a private placement transaction exempt from the registration requirements of the Securities Act. The initial purchasers subsequently sold the Series C notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the Series C notes are subject to transfer restrictions, we, our guarantors and the initial purchasers in the March 2002 offering entered into a registration rights agreement dated March 7, 2002 under which we agreed, with respect to the Series B notes (which were issued in February 1998, in a transaction registered under the Securities Act) and the Series C notes, to:

•

use our best efforts to file a registration statement within 60 days after March 7, 2002, enabling holders to exchange the notes and holders of our existing notes to exchange such notes, for publicly registered exchange notes with substantially identical terms as the notes;



•

use our best efforts to cause the registration statement to become effective within 120 days after March 7, 2002;



•

consummate the exchange offer within 45 days of the effective date of the registration statement; and



•

file a shelf registration statement for the resale of Series C notes if we cannot effect an exchange offer within the time periods listed above and in certain other circumstances.

        The Registration Statement is intended to satisfy our exchange offer obligations under the registration rights agreement.

        Under existing interpretations of the Securities and Exchange Commission, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that:

•

it is acquiring the new notes in the ordinary course of its business;



•

it has no arrangement or understanding with any person to participate in the distribution of the new notes;



•

it is not an affiliate of us, as such terms are interpreted by the Securities and Exchange Commission; and



•

if such holder is not a broker-dealer, then such holder is not engaged in and does not intend to engage in, a distribution of the new notes.

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        However, participating broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such new notes. The Securities and Exchange Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to new notes, other than a resale of an unsold allotment from the original sale of the existing notes, with this prospectus. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of such new notes. Each broker-dealer that receives new notes for its own account in exchange for existing notes, where such notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."

Terms Of The Exchange Offer; Period For Tendering Existing Notes

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), we will accept for exchange existing notes which are properly tendered on or prior to the expiration date and not withdrawn as permitted below. The expiration date will be 5:00 p.m., New York City time, on June 14, 2002, unless extended by us in our sole discretion.

        As of the date of this prospectus, $220,000,000 aggregate principal amount of the existing notes are outstanding. Only a registered holder of the existing notes (or such holder's legal representative or attorney-in-fact) as reflected on the records of the trustee under the applicable indenture may participate in the exchange offer. There will be no fixed record date for determining registered holders of the existing notes entitled to participate in the exchange offer. The existing notes may be tendered only in integral multiples of $1,000. This prospectus, together with the letter of transmittal, is first being sent on or about May 9, 2002 to all holders of existing notes known to us.

        We shall be deemed to have accepted validly tendered existing notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders of existing notes for the purposes of receiving the new notes from us.

        We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for any exchange of any existing notes, by giving notice of such extension to the exchange agent and the holders of the existing notes as described below. During any such extension, all existing notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any existing notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

        We expressly reserve the right, in our sole and absolute discretion:

•

to delay accepting any existing notes;

•

to extend the exchange offer;

•

to terminate the exchange offer; and

•

to waive any condition or otherwise amend the terms of the exchange offer in any manner.

        If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the eligible holders of existing notes. Any delay in acceptance, extension, termination, amendment or waiver will be followed promptly by oral or written notice to the exchange agent and by making a public announcement of it, and the notice and announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the exchange offer was

32

previously scheduled to expire. Subject to applicable law, we may make this public announcement by issuing a press release.

        Holders of existing notes do not have any appraisal or dissenters' rights under the Delaware Corporation Law in connection with the exchange offer.

Procedures For Tendering Existing Notes

        Only a registered holder of existing notes may tender such existing notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile to the exchange agent at the address set forth below under "—Exchange Agent" for receipt prior to the expiration date. In addition, either:

•

certificates for such existing notes must be received by the exchange agent along with the letter of transmittal;

•

a timely confirmation of a book-entry transfer of such existing notes, if such procedure is available, into the exchange agent's account at the depositary pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or

•

the holder must comply with the guaranteed delivery procedures described below.

        The tender by a holder which is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of existing notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service, properly insured. If delivery is by mail, we recommend that you use registered mail, properly insured, with return requested. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. You should not send letters of transmittal or existing notes to us. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for you.

        Any beneficial owner whose existing notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. If such beneficial owner wishes to tender on such owner's own behalf, such owner must, prior to completing and executing the letter of transmittal and delivering such owner's existing notes, either make appropriate arrangements to register ownership of the existing notes in such owner's name or obtain a properly completed power of attorney from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution unless the existing notes tendered pursuant thereto are tendered:

•

by a registered holder of the existing notes who has not completed the box entitled "Special Issuance Instruction" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible institution. Eligible institutions include any firm which is a member of a registered national securities exchange or a

33

member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

        If the letter of transmittal is signed by a person other than the registered holder of any existing notes listed therein, such existing notes must be endorsed or accompanied by a properly completed bond power, signed by such registered holder as such registered holder's name appears on such existing notes.

        If the letter of transmittal or any existing notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        The exchange agent and the depositary have confirmed that any financial institution that is a participant in the depositary's system may utilize the depositary's Automated Tender Offer Program to tender existing notes.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered existing notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all existing notes not properly tendered or to not accept any particular existing notes our acceptance of which might, in our judgment or our counsel's judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to particular existing notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender existing notes in the exchange offer). Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of existing notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of existing notes for exchange, nor shall any of them incur any liability for failure to give such notification. Tenders of existing notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

        While we have no present plan to acquire any existing notes which are not tendered in the exchange offer or to file a registration statement to permit resales of any existing notes which are not tendered pursuant to the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any existing notes that remain outstanding subsequent to the expiration date or, as set forth below under "—Certain Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase existing notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        By tendering, each holder will represent to us in writing that, among other things:

•

the new notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the holder and any beneficial holder;

•

neither the holder nor any such beneficial holder has an arrangement or understanding with any person to participate in the distribution of new notes;

•

the holder acknowledges and agrees that any person who is a broker-dealer registered under the Exchange Act or is participating in the exchange offer for the purposes of distributing the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the new notes acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in certain no-action letters;

34

•

the holder and any beneficial holder understands that a secondary resale transaction described in the third bullet point above and any resales of new notes obtained by such holder in exchange for existing notes acquired by such holder directly from us should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Securities and Exchange Commission; and

•

the holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of our company.

        If the holder is a broker-dealer that will receive new notes for its own account in exchange for existing notes that were acquired as a result of market-making activities or other trading activities, the holder is required to acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such new notes. However, by so acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Acceptance of Existing Notes For Exchange; Delivery Of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date of the exchange offer, all existing notes properly tendered, and will issue the new notes promptly after acceptance of the existing notes. See "—Conditions to the Exchange Offer" below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered existing notes for exchange when, as and if we have given oral and written notice to the exchange agent. The new notes will bear interest from the most recent date to which interest has been paid on the existing notes, or if no interest has been paid on the existing notes, from February 1, 2002. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from February 1, 2002. Existing notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of existing notes whose existing notes are accepted for exchange will not receive any payment for accrued interest on the existing notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer and will be deemed to have waived their rights to receive accrued interest on the existing notes.

Return of Existing Notes

        If any tendered existing notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if existing notes are withdrawn or are submitted for a greater principal amount than the holders desire to exchange, such unaccepted, withdrawn or non-exchanged existing notes will be returned without expense to the tendering holder of such existing notes (or, in the case of existing notes tendered by book-entry transfer into the exchange agent's account at the depositary pursuant to the book-entry transfer procedures described below, such existing notes will be credited to an account maintained with the depositary) as promptly as practicable after the expiration of the exchange offer.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the existing notes at the depositary for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the depositary's systems may make book-entry delivery of existing notes by causing the depositary to transfer such existing notes into the exchange agent's account at the depositary in accordance with the depositary's procedures for transfer. However, although delivery of existing notes may be effected through book-entry transfer at the depositary, the letter of transmittal or facsimile thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at

35

the address set forth below under "—Exchange Agent" on or prior to the expiration date or pursuant to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        Holders who wish to tender their existing notes and (i) whose existing notes are not immediately available or (ii) who cannot deliver their existing notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and a duly executed letter of transmittal and notice of guaranteed delivery substantially in the form provided by us (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number(s) of such existing notes and the principal amount of existing notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificate(s) representing the existing notes in proper form for transfer or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the certificates representing all tendered existing notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their existing notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided herein, tenders of existing notes may be withdrawn at any time prior to the expiration date.

        To withdraw a tender of existing notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth below, prior to the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the existing notes to be withdrawn;

•

identify the existing notes to be withdrawn (including the certificate number or numbers and aggregate principal amount of such existing notes);

•

where the certificates for existing notes have been transmitted, specify the name in which such existing notes are registered, if different from that of the withdrawing holder.

        If certificates for existing notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

        If existing notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the depositary to be credited with the withdrawn existing notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us in our sole discretion, and our determination shall be final and binding on all parties. Any existing notes so withdrawn will be deemed not to have been validly tendered for purposes of the

36

exchange offer and no new notes will be issued with respect thereto unless the existing notes so withdrawn are validly retendered. Properly withdrawn existing notes may be retendered by following one of the procedures described above at any time prior to the expiration date.

Certain Conditions To The Exchange Offer

        Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any existing notes. We may terminate or amend the exchange offer if at any time before the acceptance of such existing notes for exchange or the exchange of new notes for such existing notes, we determine that:

•

the exchange offer does not comply with any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission;

•

we have not received all applicable governmental approvals; or

•

any actions or proceedings of any governmental agency or court exist which could materially impair our ability to consummate the exchange offer.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any existing notes tendered, and no new notes will be issued in exchange for any such existing notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any such event we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        The Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

By Hand, up to 4:30 p.m.:	By Registered or Certified Mail:	By Overnight Courier:
The Bank of New York Corporate Trust Reorganization Unit 15 Broad Street, 16th Floor New York, NY 10007 Attn: Diane Amoroso	The Bank of New York Corporate Trust Reorganization Unit 15 Broad Street, 16th Floor New York, NY 10007 Attn: Diane Amoroso	The Bank of New York Corporate Trust Reorganization Unit 15 Broad Street, 16th Floor New York, NY 10007 Attn: Diane Amoroso
	By Facsimile:
	(212)235-2280
	Confirm by Telephone:
	(212)235-2353

        Delivery other than as set forth above will not constitute a valid delivery.

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Fees and Expenses

        The expenses of soliciting tenders will be borne by us. The principal solicitation is being made by mail. However, additional solicitation may be made by facsimile, telephone or in person by our officers and employees.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

        The expenses to be incurred in connection with the exchange offer will be paid by us. Such expenses include registration fees, fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Transfer Taxes

        Holders who tender their existing notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that holders who instruct us to register new notes in the name of, or request that existing notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the existing notes, which is the principal amount as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized. The debt issuance costs will be capitalized for accounting purposes and will be amortized over the term of the new notes.

Consequences Of Failure To Exchange; Resales Of New Notes

        Participation in the exchange offer is voluntary. Holders of the existing notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

        Holders of Series C notes who do not exchange their existing notes for new notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of those Series C notes as set forth in the legend thereon as a consequence of the issuance of the Series C notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of, the Securities Act and applicable state securities laws. In general, the Series C notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. If we fail to complete this exchange offer, the holders of the Series C notes are entitled to specified liquidated damages. See "Description of the Notes—Registration Rights; Liquidated Damages."

        Holders of Series B notes who do not exchange their existing notes for new notes pursuant to the exchange offer will continue to hold registered notes but the total principal amount of Series B notes may be reduced by this exchange offer, accordingly, the liquidity of the market for a holder's Series B notes could be adversely affected upon completion of the exchange offer. Holders of Series B notes who do not exchange their existing notes will not have further rights under the registration rights agreement.

        Existing notes not exchanged pursuant to the exchange offer will continue to accrue interest at 9⁵/8% per annum and will otherwise remain outstanding in accordance with their terms. Holders of existing notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the exchange offer.

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        Based on interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that new notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by holders thereof (other than any such holder which is our "affiliate" within the meaning of Rule 405 under the Securities Act or any broker-dealer that purchases notes from us to resell pursuant to Rule 144A or any other available exemption), without compliance with the registration and prospectus delivery provisions of the Securities Act. This is the case provided that such new notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such new notes. If any holder has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, such holder:

•

could not rely on the applicable interpretations of the staff of the Securities and Exchange Commission; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        A broker-dealer who holds existing notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be all "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes. Each broker-dealer that receives new notes for its own account in exchange for existing notes, where the existing notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such new notes.

        The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for existing notes where such existing notes were acquired by such broker-dealer as a result of market-making or other trading activities. Pursuant to the registration rights agreement, we have agreed to make this prospectus, as it may be amended or supplemented from time to time, available to broker-dealers for use in connection with any resale for a period of one year following the effective date. See "Plan of Distribution."

        We have not requested the staff of the Securities and Exchange Commission to consider the exchange offer in the context of a no-action letter, and there can be no assurance that the staff would take positions similar to those taken in the interpretive letters referred to above if we were to make such a no-action request.

        In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdictions or an exemption from registration or qualification is available and is complied with. We have agreed, under the registration rights agreement and subject to specified limitations therein, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions in the United States as any selling holder of the notes reasonably requests in writing.

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OUR BUSINESS

Company Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable, branded food products with leading retail market shares in our relevant markets. In general, we position our retail branded products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, eight of our products hold the number one or two position. We complement our branded retail product sales with a growing food service business. For fiscal year 2001, our net sales were $332.4 million and our adjusted EBITDA was $52.0 million.

Industry

        The processed food industry is one of the United States' largest manufacturing sectors. Due to its mature stage, it can be characterized by relatively stable sales growth, approximately 2% per year, based on modest price and population increases.

        Over the last ten years, the industry has experienced consolidation, as competitors have shed non-core business lines and made strategic acquisitions to complement category positions, maximize economies of scale in raw material sourcing and production and expand retail distribution. A series of large mergers over the last twenty years has led to the formation of a few, very large companies with a presence in a variety of branded product categories.

        As retail grocery trade has continued to consolidate and become more sophisticated, it has developed increasing negotiating power. Retailers are demanding lower pricing, while at the same time reducing inventory levels and increasing their emphasis on private label products. The importance of sustaining strong relationships with retailers has become a critical success factor for food companies and is driving many initiatives such as category management and efficient consumer response. These two initiatives focus on retailers' need to minimize inventory investment and maximize dollar sales returns from store shelf space. Food companies with category leadership positions, value-added distribution and strong retail relationships have increasingly benefited from these initiatives as a way to maintain shelf space and maximize distribution efficiencies. In addition, the specialty foods, mass merchandiser, food service and private label markets provide alternative opportunities of growth for branded food companies.

Products and Markets

        We manufacture, sell and distribute a diversified portfolio of shelf-stable branded products with leading regional or national market positions. Set forth below is a brief description of our products and their markets:

Ac'cent. Ac'cent was introduced in 1947 as an all-natural flavor enhancer for meat preparation. The product is primarily used on beef, poultry, fish and vegetables. The brand is marketed throughout the United States.

B&M. B&M is the original brand of brick-oven baked beans, and has been produced since 1927. The B&M line includes a variety of baked beans and brown bread (a dense, traditional New England bread baked in the can). The B&M brand currently has the leading market share in New England.

        Bloch & Guggenheimer.    The Bloch & Guggenheimer product line originated in 1886. It consists of shelf-stable pickles, relishes, peppers, olives and other related specialty items. These products are marketed primarily under the B&G and Bloch & Guggenheimer brand names. Our Bloch & Guggenheimer products have strong sales in the New York metropolitan area, and we believe we are the leading brand of shelf- stable pickles sold in the New York metropolitan area. We position our Bloch & Guggenheimer products as quality, competitively priced products. We currently offer 77

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distinct pickle products and 41 distinct pepper products. Nationally, pepper products have enjoyed modest sales growth over the past five years driven by changes in consumer trends and eating styles.

        Brer Rabbit.    The Brer Rabbit brand has been in existence since 1907 and enjoys significant national market share. Brer Rabbit molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Brer Rabbit product comes in mild and full flavor varieties. The mild molasses is designed for table use as well as cooking, while the full flavor molasses has a stronger flavor and is used primarily for cooking. The Brer Rabbit brand currently holds the number two market share in the United States.

Emeril's. Emeril's products include a line of seasonings, salad dressings, marinades, pepper sauces and pasta sauces developed with celebrity chef Emeril Lagasse under the label "Emeril's." We began producing Emeril's Products in 2000.

Joan of Arc. Joan of Arc canned beans have been produced since 1895. The Joan of Arc label is used in a full range of canned beans. The best selling products under this label are kidney and chili beans. Joan of Arc products are sold nationally with its strongest sales coming in the Midwest.

Las Palmas. Las Palmas, started in 1923, is a leading provider of enchilada sauce in the authentic Mexican foods segment. The Las Palmas brand is also used in other canned products, such as jalapenos, green chilies and crushed tomatillo. Las Palmas owns the largest market share in Los Angeles, California.

        Maple Grove Farms of Vermont.    Pure maple syrup under the Maple Grove Farms of Vermont label has been in existence since 1915. Other products under the Maple Grove Farms of Vermont label include a line of gourmet salad dressings, marinades, fruit syrups, confections and pancake mixes under the Maple Grove Farms of Vermont label. Maple Grove Farms of Vermont currently has the second highest market share in the United States.

        Polaner.    The Polaner brand is comprised of a broad array of fruit-based spreads as well as wet spices such as bottled chopped garlic and basil. The Polaner line of products was introduced in 1880. Polaner All-Fruit is the leading national brand of fruit-juice sweetened fruit spread.

Regina. Regina brand includes vinegars and cooking wines. The brand, which has been in existence since 1949, is most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. Regina's premium packaging, reputation and product quality have helped maintain its number one position nationally and command premium pricing while outselling competitors.

Sa-són. Sa-són was introduced in 1947 as a flavor enhancer used primarily for Hispanic food preparation. The product is primarily used on beef, poultry, fish and vegetables. The brand is regionally strongest on the East Coast and in Puerto Rico but is marketed throughout the United States.

Trappey's. Trappey's products fall into two major categories, high quality peppers and hot sauces. Trappey's, founded in 1898, was one of the first packers of pepper hot sauce and the first to process peppers for pickling. Since its inception, Trappey's has introduced many new products including Red Devil brand hot sauce, Trappey's brand peppers, Torrido brand chili peppers and Italian peperoncini peppers under the Dulcito brand.

        Underwood.    The Underwood brand markets meat spreads of several types, including deviled ham, chicken and roast beef. Our management believes that Underwood products are unique because of their spreadable consistency, with no competitors offering directly comparable products. Liver pate and sardines are also marketed under the Underwood label. Granted in 1870, "Underwood Devil" is the oldest registered food trademark in the United States. Underwood products were introduced in that same year and are marketed nationally.

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Vermont Maid Syrup. Vermont Maid is a maple-flavored syrup sold primarily in the New England market. Vermont Maid has been in existence since 1919. We have reformulated the brand into a thicker, richer formula and modernized its look by introducing more appealing packaging. Vermont Maid syrup is available in two flavors, regular and lite.

Wright's. Wright's is a leading national brand of liquid smoke. Wright's liquid smoke, introduced in 1895, is an all-natural hickory seasoning that reproduces the flavor and aroma of hickory pit smoking in meats, chicken and fish. Wright's has one primary national competitor. Since acquiring Wright's, we have sought to increase the brand's marketing by adding recipes and incentives on package and display shippers. Wright's liquid smoke is also used by commercial processors to smoke hams, bacon, sausage and barbeque sauces.

Marketing, Sales and Distribution

        We sell and distribute our products through a unique, multiple-channel system. We believe our distribution system has sufficient capacity to cost-effectively accommodate incremental product volume through existing channels. Our multiple-channel sales and distribution system includes the following:

•

direct sales to supermarket chains;



•

direct and distributor sales to food service outlets;



•

direct sales to mass merchants, warehouse clubs and non-food outlets;



•

direct sales to specialty food distributors;



•

direct-store-organization sales on a regional basis to individual grocery stores; and



•

other sales through export, catalogues and the Internet.

        We generally sell our national brands through brokers to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. National and regional food brokers sell the entire portfolio of our products. Broker sales efforts are coordinated by our regional sales managers, who supervise brokers' activities with buyers or distributors and brokers' retail coverage of the products at the store level.

        We distribute our products in the greater New York metropolitan area primarily through our DSO system. Our DSO system supports an organization of sales personnel who directly service over 2,000 individual grocery stores with our products.

        Marketing support for the products distributed through the DSO system consists primarily of trade promotions aimed at gaining display activity to produce impulse sales. Trade advertising and coupons supplement this activity. A variety of in-store support vehicles such as hang tags, racks, signs and shipper displays are used by the individual sales personnel to highlight our products. Marketing support on a national basis typically consists of scheduled trade promotions, targeted coupons and cross-promotions with supporting products. Advertising expenditures generally consist of purchasing magazine and trade publication advertisements, which are supplemented with television advertising for selected brands.

        We did not export a significant amount of any of our products during the 2001, 2000 or 1999 fiscal years.

Competition

        We face competition in each of our product lines. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, effective advertising

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and promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our new product initiatives, product innovation and new advertising and promotional activities. In addition, from time to time, we experience margin pressure in certain markets as a result of competitors' pricing practices or as a result of price increases for the ingredients used in our products.

        During 2001, our most significant competitors for our pickles and peppers products were Vlasic and Mt. Olive branded products. In addition, J.M. Smucker was and continues to be the main competitor of our fruit spread products marketed under the Polaner label. The Maple Grove Farms of Vermont line of syrups and salad dressings compete directly with the Spring Tree brand in the pure maple syrup category but, along with our Vermont Maid syrup products, also have a number of competitors in the general pancake syrup market, such as Aunt Jemima, Mrs. Buttersworth and Log Cabin. The B&M Baked Bean and Joan of Arc products compete with Bush's products.

        In addition, our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories. For example, our shelf-stable pickles compete not only with other brands of shelf-stable pickles, but also those products found in the refrigerated sections of grocery stores.

Customers and Seasonality

        None of our customers accounted for more than 10% of our net sales in fiscal years 2001, 2000 or 1999.

        Sales of a number of our products tend to be seasonal. In the aggregate, however, our sales are not heavily weighted to any particular quarter.

        We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers, olives and other related specialty items during the months of July through October, and we purchase all of our maple syrup requirements during the months of April through July. Consequently, our liquidity needs are greatest during these periods.

Employees and Labor Relations

        As of January 31, 2002, our workforce consisted of 652 employees. Of that total, 423 employees were engaged in manufacturing, 97 were engaged in marketing and sales, 99 were engaged in distribution and 33 were engaged in administration. Approximately 189 of our 652 employees, as of January 31, 2002, were covered by a collective bargaining agreement. In general, we consider our employee and union relations to be good.

Facilities and Production

        Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054 in an office building where we lease approximately 21,000 square feet.

        Our plants are generally located near major customer markets and raw materials. Our management believes that our manufacturing plants have sufficient capacity to accommodate our

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planned growth. As of January 31, 2002, we operated the manufacturing and warehouse facilities described in the table below:

Facility Location	Description	Approximate Sq. Ft.
Parsippany, NJ	Headquarters	21,000
Hurlock, MD*	Manufacturing/Warehouse	236,000
Portland, ME*	Manufacturing/Warehouse	225,000
New Iberia, LA*	Manufacturing/Warehouse	158,000
Roseland, NJ	Manufacturing/Warehouse	124,000
St. Johnsbury, VT*	Manufacturing/Warehouse	92,000
La Vergne, TN	Distribution Center	200,000
Houston, TX	Warehouse	100,000
Biddeford, ME	Warehouse	97,000
Hurlock, MD*	Warehouse	80,000
Hurlock, MD	Warehouse	66,000
Hurlock, MD	Warehouse	35,000
St. Evariste, Quebec*	Storage Facility	50,000
Sharptown, MD*	Storage Facility	3,000
Bentonville, AK	Sales Office	750

*

Owned.

        We also have agreements for the "co-packing" of some of our products, a common industry practice in which other companies manufacture and package these products under our brand names. Third parties produce Regina, Underwood, Las Palmas, Joan of Arc, and certain Emeril's pasta sauces and spices under co-packing agreements or purchase orders. Underwood products are produced for us pursuant to a co-packing agreement that expires December 31, 2006, with automatic one-year extensions thereafter unless either party provides at least one year's prior notice. Las Palmas products are produced under a co-packing agreement that expires on December 31, 2005, with automatic one year extensions thereafter unless either party provides at least nine months' prior notice. Joan of Arc products are produced under a co-packing agreement that continues in effect unless either party provides written notice to the other party at least twelve months in advance of a specified final shipment date. Regina products and certain Emeril's products are produced by co-packers on a purchase order basis. Each of our co-packers produce products for other companies, as well. We believe that there are alternative sources of co-packing production readily available for our products.

Raw Materials

        We purchase agricultural products and other raw materials from growers, commodity processors and other food companies. Our principal raw materials include peppers, cucumbers, other vegetables, fruits, maple syrup, meat and poultry. We purchase our agricultural raw materials in bulk or pursuant to short-term supply contracts. We purchase most of our agricultural products between July 1 and October 31. We also use packaging materials, particularly glass jars and cans. We purchase our raw materials from a variety of suppliers and alternate sources of supply that are readily available.

        The profitability of our business relies in part on the prices of raw materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and local government-sponsored agricultural programs, export demand, natural disasters, weather conditions during the growing and harvesting seasons, general growing conditions and the effect of insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, increases in raw material costs could have a material adverse effect on our business, financial condition or results of operations.

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Trademarks

        We own 74 trademarks which are registered in the United States and 226 trademarks which are registered in foreign countries. In addition, we have 18 trademark applications pending in foreign countries. Examples of our trademarks include Ac'cent, B&G, B&G Sandwich Toppers, B&M, Bloch & Guggenheimer, Brer Rabbit, Joan of Arc, Maple Grove Farms of Vermont, Polaner, Regina, Sa-són, Underwood, Vermont Maid and Wright's. We consider our trademarks to be of special significance in our business.

Legal Proceedings

        In the ordinary course of business, we are involved in various legal proceedings. We do not believe the outcome of these proceedings will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Government Regulation

        Our operations are subject to extensive regulation by the United States Food and Drug Administration, the United States Department of Agriculture and other state and local authorities regarding the processing, packaging, storage, distribution and labeling of our products. Our processing facilities and products are subject to periodic inspection by federal, state and local authorities. We believe that we are currently in substantial compliance with all material governmental laws and regulations and maintain all material permits and licenses relating to our operations. Nevertheless, there can be no assurance that the we are in full compliance with all such laws and regulations or that we will be able to comply with any future laws and regulations in a cost-effective manner. Failure by us to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, all of which could have a material adverse effect on our business, financial condition or results of operations.

        We are also subject to the Food, Drug and Cosmetic Act and the regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. For example, the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. In addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear on the labels of food products. We are subject to regulation by certain other governmental agencies, including the U.S. Department of Agriculture. Our management believes that our facilities and practices are sufficient to maintain compliance with applicable governmental regulations, although there can be no assurances in this regard.

Environmental Matters

        Except as described below, we have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations. Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, financial condition or results of operations, except as noted below. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

        On January 17, 2001, we became aware that fuel oil from our underground storage tank at our Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such

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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, we retained such environmental services firm on January 18, 2001 for the same purpose. In addition, we hired another environmental services firm to address the on-site oil impact to subsurface soils. Since January 17, 2001, together with our environmental services firms, we have worked to clean-up the oil and are cooperating with the NJDEP. Both environmental services firms have completed the site work and believe they have remediated the site such that no further clean-up is warranted. Both firms have submitted their findings to the NJDEP along with recommendations for no further action. We are awaiting the NJDEP's response to those recommendations. NJDEP could require additional investigation before acceding to the no further action recommendations, but the cost of such additional investigation is not expected to have a material adverse effect on our business, financial condition or results of operations.

        We recorded a charge of $1.1 million in the first quarter of fiscal 2001 to cover the expected cost of the clean-up, which approximates the actual amount spent as of December 29, 2001. In the third quarter of fiscal 2001, we received an insurance reimbursement of $0.2 million and accrued an additional $0.1 million for certain remaining miscellaneous expenses. Our management believes that substantially all estimated expenses relating to this matter have been incurred as of December 29, 2001. Future information and developments may require us to continually reassess the impact of this matter.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability at the Combe Fill South Landfill in New Jersey under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund and under New Jersey's Spill Compensation and Control Act, for alleged disposal of waste from White Cap Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner was sold by one of our former parents and was ultimately acquired by International Home Foods, Inc. We believe we are indemnified by an affiliate of International Home Foods, Inc. for this liability. We have submitted a demand for indemnity, but the indemnitor's initial response was limited to a request for additional information. We believe that we may also have substantive defenses to the third-party complaint, and will explore those defenses if we are not indemnified for this liability. Nevertheless, based on our understanding of the volume of waste White Cap Preserves is alleged to have sent to the site, the large number of potentially responsible parties, and the size of settlements by other parties with similar volumes, we do not believe this liability, if any, will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

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OUR MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information with respect to our executive officers and the members of our Board of Directors. Other officers may also be appointed to fill certain positions. Each of our directors holds office until the next annual meeting of our shareholders or until his successor has been elected and qualified.

Name	Age	Position
Leonard S. Polaner	71	Chairman of the Board of Directors
David L. Wenner	52	President, Chief Executive Officer and Director
Robert C. Cantwell	45	Executive Vice President of Finance and Chief Financial Officer
David H. Burke	60	Executive Vice President of Sales
James H. Brown	60	Executive Vice President of Manufacturing
Albert J. Soricelli	49	Executive Vice President of Marketing and Strategic Planning
Thomas Baldwin	43	Director
William F. Callahan III	60	Director
James R. Chambers	44	Director
Nicholas B. Dunphy	53	Director
Alfred Poe	52	Director
Stephen C. Sherrill	48	Director

        Leonard S. Polaner, Chairman of the Board:    Leonard Polaner has been our Chairman of the Board since March 1993 when the Polaner business was sold to International Home Foods, Inc. Prior to that time, Mr. Polaner was our President and Chief Executive Officer, positions which he had assumed upon joining our company in 1986. Mr. Polaner began his career in the food products industry in 1956 when, after earning his Masters Degree from Harvard Business School, he joined Polaner, a family-run business. He has been active in many industry trade groups, including the New York Preservers Association, where he served as President, and the International Jelly and Preservers Association, where he served as a member of the Board of Directors.

        David L. Wenner, President and Chief Executive Officer and Director:    David Wenner is our President and Chief Executive Officer, positions he has held since March 1993, and has been a Director of our company since August 1997. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for our distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President. He continued to be responsible for distribution and assumed responsibility for all company operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions responsible for manufacturing, maintenance and purchasing. Mr. Wenner is active in industry trade groups and has served as President of Pickle Packers International.

Robert C. Cantwell, Executive Vice President of Finance and Chief Financial Officer: Robert Cantwell is the Executive Vice President of Finance and Chief Financial Officer of our company. Mr. Cantwell joined our company in 1983 as the Assistant Vice President of Finance. In that position, Mr. Cantwell had responsibility for all financial reporting, including budgeting. Mr. Cantwell was promoted to his current position in 1991, assuming full responsibility for all financial matters, as well as management information systems, data processing, administration and corporate human resources. Prior to joining us, Mr. Cantwell spent four years at Deloitte & Touche, where he received accreditation as a Certified Public Accountant.

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        David H. Burke, Executive Vice President of Sales:    David Burke is our Executive Vice President of Sales. Mr. Burke has an extensive background with major consumer products companies. His experience includes eight years with Procter & Gamble in sales and sales management and 12 years at Quaker Oats, where he was a Regional Sales Manager and later the director of Broker Sales. Mr. Burke also spent four years with Pet Inc. as Vice President for their frozen foods business. Mr. Burke joined our company in 1990 as Vice President of Sales and was and continues to be responsible for sales of all our company's brands.

        James H. Brown, Executive Vice President of Manufacturing:    James Brown is our Executive Vice President of Manufacturing and has 28 years of experience in manufacturing with our company and Polaner. Mr. Brown has been responsible for all manufacturing at the Roseland facility since 1981. In 1994, he assumed responsibility for our company's other manufacturing facilities. Prior to joining Polaner in 1972, Mr. Brown worked at Kraft Foods for two years as a project engineer and spent four years in the U.S. Navy.

Albert J. Soricelli, Executive Vice President of Marketing & Strategic Planning: Prior to joining our company in 2001, Albert Soricelli held various executive positions in the food and consumer products industry. Mr. Soricelli spent 18 years at American Home Food in Madison, New Jersey where he held the position of Senior Vice President/General Manager. More recently, Mr. Soricelli served as President of Nice Pak Products in Orangeburg, New York, a baby and wet wipe consumer product company. As Executive Vice President of Marketing & Strategic Planning for our company, Mr. Soricelli is responsible for marketing, acquisitions and divestitures.

        Thomas J. Baldwin, Director:    Thomas Baldwin has been a Director of our company since 1997. Since March 2000, Mr. Baldwin has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., L.P. From 1995 until February 2000, Mr. Baldwin was the Chief Executive Officer and a founding stockholder of Christmas Corner, Inc., a specialty retail chain that owns and operates seasonal Christmas stores. From 1990 until 1995, Mr. Baldwin was a Managing Director of the leveraged buyout firm Invus Group, Ltd.

        William F. Callahan III, Director:    William Callahan has been a Director of our company since our company acquired Maple Grove Farms of Vermont, Inc. in 1998. Prior to that, Mr. Callahan was the Chief Executive Officer and owner of Maple Grove Farms of Vermont, Inc. Mr. Callahan began his career in the specialty foods business in 1975 when he acquired Maple Grove Farms of Vermont, Inc. Prior to such acquisition, Mr. Callahan was Vice President, Sales of Blyth, Eastman, Dillon and Co. in New York and a trial attorney for the U.S. Securities and Exchange Commission in New York. Mr. Callahan is a graduate of Georgetown University and the Boston University Law School. He is a member of the State of Vermont Chamber of Commerce, a member of the Vermont Maple Industry Council and the State of Vermont Agriculture Commissioner's Task Force.

        James R. Chambers, Director:    James Chambers has been a director since 2001. Mr. Chambers is President and Chief Executive Officer of Paxonix, Inc., a wholly owned subsidiary of Meadwestvaco Corporation. He was Chairman, Chief Executive Officer and President of Netgrocer, Inc. from 2000 to 2001. Prior to that, Mr. Chambers was Group President of Information Resources, Inc. from 1998 to 1999. From 1981 through 1997, he held various positions with Nabisco, Inc., including President, Refrigerated Foods, Senior Vice President of Sales and Distribution and Vice President, Chief Information Officer.

        Nicholas B. Dunphy, Director:    Nicholas Dunphy is a Managing Partner of Canterbury Capital II, LLC, with more than 20 years' business and investment banking experience. Prior to co-founding Canterbury Capital II, LLC, in 1996, he was a managing director and founding partner of Barclays Mezzanine Group. Before joining Barclays in 1980, Mr. Dunphy qualified as a Chartered Accountant in Canada and subsequently spent five years with Toronto Dominion Bank. Mr. Dunphy earned a B.Sc.

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from Manchester University in England and a Masters in Business Administration from York University in Canada.

        Alfred Poe, Director:    Alfred Poe has been a director since 1997. He is President and Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products. He was Chairman of the Board of the MenuDirect Corporation, a provider of specialty meals for people on restricted diets from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc.

        Stephen C. Sherrill, Director:    Stephen Sherrill has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., L.P. since its formation in 1995. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill is a director of Galey & Lord, Inc., Doane Pet Care Enterprises, Inc., Health Plus Corporation and Alliance Laundry Systems LLC.

Director Compensation and Arrangements

        Members of our Board of Directors receive compensation for their services as directors in the amount of $1,000 to $2,000 per meeting of the Board of Directors. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board of Directors or committees thereof.

Executive Compensation

        The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal years 2001, 2000 and 1999 paid to our five most highly compensated executive officers who were serving as such at December 29, 2001.

Summary Compensation Table

	Annual Compensation
Name and Principal Position					Long-Term Compensation(3)	All Other Compensation(4)
	Year	Salary	Bonus(1)	Other(2)
David L. Wenner President and Chief Executive Officer	2001 2000 1999	274,471 257,069 240,981	275,000 — 137,600	10,000 10,000 10,000	— — —	11,900 11,900 11,200
Robert C. Cantwell Executive Vice President of Finance and Chief Financial Officer	2001 2000 1999	214,586 201,357 192,289	159,600 — 73,350	10,000 10,000 10,000	— — —	11,900 11,900 11,200
David H. Burke Executive Vice President of Sales	2001 2000 1999	209,596 196,675 192,289	147,000 — 73,600	10,000 10,000 10,000	— — —	11,900 11,900 11,200
Albert J. Soricelli Executive Vice President of Marketing and Strategic Planning	2001 2000 1999	199,423 135,264 —	140,000 — —	10,000 4,615 —	700 — —	11,900 8,000 —
James H. Brown Executive Vice President of Manufacturing	2001 2000 1999	179,654 170,117 167,520	133,000 — 63,100	12,350 10,850 10,850	— — —	11,900 11,900 11,200

(1)

Includes annual bonus payment under our company's annual bonus plan.

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(2)

Includes personal use of a company automobile or automobile allowances.

(3)

Number of shares of common stock underlying options.

(4)

Includes our company's matching contributions to the 401(k) plan and contributions to our pension plan.

Employment Agreements

        We do not have any employment agreements.

Annual Bonus Plan

        We maintain an annual bonus plan that provides for annual incentive awards to be made to key executives upon our company's attainment of pre-set annual financial objectives. The amount of the annual award to each executive is based upon a percentage of the executive's annualized base salary. Awards are paid in cash in a lump sum following the close of each plan year. The plan provides for forfeiture of proration of awards in the event of certain circumstances such as the executive's promotion or demotion, death, retirement or resignation.

Stock Option Plan

        In order to attract, retain and motivate selected employees and officers of our company, our parent company adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan for our and our subsidiaries' key employees. The option plan authorizes for grant to key employees and officers options for up to 6,700 shares of common stock of B&G Foods Holdings. The option plan authorizes B&G Foods Holdings to grant either (i) options intended to constitute incentive stock options under the Internal Revenue Code of 1986 or (ii) non-qualified stock options. The plan provides that it may be administered by our parent company's board of directors or a committee designated by our parent company's the board of directors. Our parent company's board of directors has designated a committee comprised of Stephen C. Sherrill and Thomas J. Baldwin. Options granted under the option plan will be exercisable in accordance with the terms established by our parent company's board of directors. Under the option plan, our parent company's board of directors determines the exercise price of each option granted, which in the case of incentive stock options cannot be less than fair market value. Options will expire on the date determined by our parent company's board of directors, which may not be later than the tenth anniversary of the date of grant. During fiscal year 2001, options to purchase 700 shares of common stock of B&G Foods Holdings were granted to Albert Soricelli. No other options were granted during fiscal year 2001. As of February 22, 2002, options to purchase 6,625 shares of common stock of B&G Foods Holdings had been granted since the inception of the plan.

Compensation Committee Interlocks and Insider Participation

        Our board of directors has appointed a compensation committee comprised of Mr. Sherrill and Mr. Baldwin. Mr. Sherrill is a former officer of our company, although he received no compensation in such capacity. Mr. Baldwin is not and has not been an officer of our company. Each of Mr. Sherrill and Mr. Baldwin is a principal of Bruckmann, Rosser, Sherrill & Co., L.P.

401(k) Plan

        We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code of 1986. Our employees become eligible to participate in the plan upon reaching age 21 and completing one year of employment with us. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 17% of compensation that would otherwise be paid to the participant in the applicable

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year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($10,500 in 2001). We make a 50% matching contribution with respect to each participant's elective contributions, up to six percent of such participant's compensation. Matching contributions vest over a rolling five-year period.

Pension Plan

	Estimated Annual Pension
	(Years of Service)
Remuneration
	15		20		25		30		35
$  40,000	$	4,667	$	6,223	$	7,779	$	9,335	$	10,890
60,000	$	8,117	$	10,823	$	13,529	$	16,235	$	18,940
80,000	$	11,567	$	15,423	$	19,279	$	23,135	$	26,990
100,000	$	15,017	$	20,023	$	25,029	$	30,035	$	35,040
120,000	$	18,467	$	24,623	$	30,779	$	36,935	$	43,090
140,000	$	21,917	$	29,223	$	36,529	$	43,835	$	51,140
160,000	$	25,367	$	33,823	$	42,279	$	50,735	$	59,190

        Benefits under the plans are calculated generally under a formula of 0.75% of final average earnings multiplied by service plus 0.4% of final average earnings in excess of covered compensation multiplied by service limited to 35 years. The compensation covered by the pension plan is W-2 earnings and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan limited to $160,000 as required by Section 401(a)(17) of the Code. As of December 29, 2001, the years of credited service for each of the executive officers named in the summary compensation table above were: Mr. Wenner, 12; Mr. Cantwell, 18; Mr. Burke, 11; Mr. Brown, 14; and Mr. Soricelli, 2.

OWNERSHIP OF CAPITAL STOCK

        We are a wholly owned subsidiary of B&G Foods Holdings Corp. The following table sets forth information as of April 11, 2002 with respect to the beneficial ownership of B&G Foods Holdings' common stock and preferred stock by:

•

each person or entity who owns five percent or more of B&G Foods Holdings,



•

each director of our company,



•

the executive officers named in the summary compensation table, and



•

all of our directors and officers as a group.

Unless otherwise specified, all shares are directly held.

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        Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by him. Shares subject to options currently exercisable or exercisable within 60 days of April 11, 2002 and not subject to repurchase on that date are deemed outstanding for calculating the percentage of outstanding shares of the person holding these options, but are not deemed outstanding for purposes of calculating the percentage ownership of any other person.

	Number and Percent of Shares
Name of Beneficial Owner	Common Stock	Percentage		Series A Preferred	Percentage		Series B Preferred	Percentage		Series C Preferred	Percentage
Bruckmann, Rosser, Sherrill & Co., L.P.(1)(2)	100,021.48	83.3	%	18,774.99	92.3	%	12,310.54	100.0	%	5,000.00	20.0	%
Canterbury Mezzanine Capital II, L.P.(3)(4)	9,857.92	8.5	%	—	—		—	—		15,000.00	60.0	%
The CIT Group/Equity Investments, Inc.(5)	3,285.97	3.0	%	—	—		—	—		5,000.00	20.0	%
Leonard S. Polaner(6)	3,000	2.8	%	145	*		—	—		—	—
David L. Wenner(6)	3,000	2.8	%	20	*		—	—		—	—
David H. Burke(6)	3,000	2.8	%	20	*		—	—		—	—
James H. Brown(6)	3,000	2.8	%	20	*		—	—		—	—
Robert C. Cantwell(6)	3,000	2.8	%	20	*		—	—		—	—
Albert J. Soricelli(6)	3,000	2.8	%	20	*		—	—		—	—
Thomas J. Baldwin(6)(7)	500	*		20	*		—	—		—	—
Alfred Poe(6)	500	*		110.44	*		—	—		—	—
William F. Callahan III(6)	1,450	1.4	%	1,050.94	5.2	%	—	—		—	—
James R. Chambers(6)	—	—		—	—		—	—		—	—
Stephen C. Sherrill(6)(7)(8)	1,958.69	1.9	%	367.59	1.8	%	241.32	2.0	%	98.01	*
Nicholas B. Dunphy(9)(10)	—	—		—	—		—	—		—	—
All directors and officers as a group (12 persons)(7)(9)	22,408.69	21.5	%	1,793.97	8.8	%	241.32	2.0	%	98.01	*

*

Less than 1%

(1)

Includes shares held by certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P. Bruckmann, Rosser, Sherrill & Co., L.P. disclaims beneficial ownership of such shares. Bruckmann, Rosser, Sherrill & Co., L.P. is a limited partnership, the sole general partner of which is BRS Partners, Limited Partnership and the manager of which is Bruckmann, Rosser, Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Stephen C. Sherrill and Thomas J. Baldwin are stockholders of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership of any such shares. The address for Bruckman, Rosser, Sherrill & Co., L.P. is Two Greenwich Plaza, Suite 100, Greenwich, CT 06830.

(2)

Includes warrants to purchase 15,021.58 shares of common stock, exercisable within 60 days of April 11, 2002, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

(3)

Canterbury Mezzanine Capital II, L.P. is a limited partnership, the sole general partner of which is Canterbury Capital II, LLC. Nicholas B. Dunphy holds a minor membership interest in Canterbury Mezzanine and a membership interest in Canterbury Capital and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Canterbury Mezzanine. Mr. Dunphy disclaims beneficial ownership of any such shares. The address for Canterbury Capital II, LLC is 600 Fifth Avenue, 23^rd Floor, New York, NY 10020.

(4)

Includes warrants to purchase 9,857.92 shares of common stock, exercisable within 60 days of April 11, 2002, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

(5)

Includes warrants to purchase 3,285.97 shares of common stock, exercisable within 60 days of April 11, 2002, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. The address for CIT Group/Equity Investments, Inc. is 650 CIT Drive, Livingston, NJ 07039.

(6)

The address of such person is c/o B&G Foods, Inc., 4 Gatehall Drive, Suite 110, Parsippany, New Jersey, 07054.

52

(7)

With respect to Mr. Sherrill and Mr. Baldwin, directors of our company, excludes shares held by Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership.

(8)

Includes warrants to purchase 294.46 shares of common stock, exercisable within 60 days of April 11, 2002, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

(9)

With respect to Mr. Dunphy, a director of our company, excludes shares held by Canterbury Mezzanine, of which shares Mr. Dunphy disclaims beneficial ownership.

(10)

The address of Mr. Dunphy is c/o Canterbury Mezzanine Capital II, L.P., 600 Fifth Avenue, 23^rd Floor, New York, New York 10020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement and Registration Rights Agreement

        Stockholders Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., The CIT Group/Equity Investments, Inc., entities and individuals affiliated with Bruckmann, Canterbury and CIT and certain members of our board of directors and our executive officers are parties to an amended and restated securities holders agreement, dated as of December 22, 1999, containing agreements among such stockholders with respect to the capital stock and corporate governance of B&G Foods Holdings and its subsidiaries. A copy of the securities holders agreement is available upon request to our company.

        The securities holders agreement contains provisions that may restrict the ability of our board of directors and our executive officers from transferring any B&G Foods Holdings common stock or preferred stock except pursuant to the terms of the securities holders agreement. If the board of directors of B&G Foods Holdings and holders of more than 50% of B&G Foods Holdings' common stock approve the sale of B&G Foods Holdings or its subsidiaries, each stockholder has agreed to consent to the sale and, if the sale includes the sale of stock, each stockholder has agreed to sell his or her common stock and preferred stock on the terms and conditions approved by the board of directors and the holders of a majority of the common stock then outstanding. The securities holders agreement also provides for additional restrictions on transfer of the common stock and preferred stock by our executive officers, including the right of B&G Foods Holdings to purchase any and all common stock and preferred stock held by our executive officers upon termination of their employment prior to March 27, 2002, at a formula price, and the grant of a right of first refusal in favor of B&G Foods Holdings in the event an executive officer elects to transfer such common stock or preferred stock.

        Registration Rights Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., The CIT Group/Equity Investments, Inc., entities and individuals affiliated with Bruckmann, Canterbury and CIT and certain members of our board of directors and our executive officers are parties to a registration rights agreement pursuant to which B&G Foods Holdings has granted registration rights to the stockholders of B&G Foods Holdings with respect to its common stock. Under the registration rights agreement, B&G Foods Holdings has granted to Bruckmann, Canterbury, CIT and entities and individuals affiliated with Bruckmann, Canterbury and CIT two demand registration rights with respect to the shares of common stock held by them. All of the stockholders party to the registration rights agreement have the right to participate, or "piggy-back," in certain registrations initiated by B&G Foods Holdings.

Bruckmann, Rosser, Sherrill & Co., Inc. Management Agreement and Transaction Services Agreement

        We and B&G Foods Holdings are party to a management services agreement with Bruckmann, Rosser, Sherrill & Co., Inc., the manager of Bruckmann, Rosser, Sherrill & Co., L.P., pursuant to which Bruckmann, Rosser, Sherrill & Co., Inc. is paid $500,000 per annum for management, business and organizational strategy and merchant and investment banking services rendered to us and B&G Foods

53

Holdings, which services include, but are not limited to, advice on corporate and financial planning, oversight of operations, including the manufacturing, marketing and sales of our products, development of business plans, the structure of our debt and equity capitalization and the identification and development of business opportunities. Any future increases in payments under the management agreement with Bruckmann, Rosser, Sherrill & Co., L.P. are restricted by the terms of the indentures governing the existing notes. We and Bruckmann, Rosser, Sherrill & Co., Inc. also are party to a transaction services agreement pursuant to which Bruckmann, Rosser, Sherrill & Co., Inc. will be paid a transaction fee for management, financial and other corporate advisory services rendered by Bruckmann, Rosser, Sherrill & Co., Inc. in connection with acquisitions, divestitures and financings by us, which fee will not exceed 1.0% of the total transaction value.

Roseland Lease

        Our subsidiary, Roseland Distribution Company, is party to a lease for its Roseland facility with 426 Eagle Rock Avenue Associates, a real estate partnership of which Leonard S. Polaner, our Chairman, is the general partner. We pay $59,583 per month in rent to 426 Eagle Rock Avenue Associates pursuant to the Roseland lease. In the opinion of management, the terms of the Roseland lease are at least as favorable to us as the terms that could have been obtained from an unaffiliated third party.

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

        We have a senior credit facility which is provided by a syndicate of lenders led by Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as administrative and syndication agent, and The Bank of New York and Heller Financial Inc., as documentation agents. The senior credit facility provides for:

•

a five-year revolving credit facility in the maximum amount of $60.0 million, none of which was outstanding at December 29, 2001 (other than $1.0 million of letters of credit);



•

a five-year $70.0 million term loan facility term loan A, approximately $38.3 million of which was outstanding at December 29, 2001; and



•

a seven-year $150.0 million term loan facility term loan B, approximately $130.7 million of which was outstanding at December 29, 2001.

        We had approximately $1.0 million of face amount of letters of credit outstanding under the revolving credit facility at December 29, 2001. The revolving credit facility enables us to obtain revolving credit loans and letters of credit from time to time for working capital, permitted acquisitions and general corporate purposes. The revolving credit facility and term loan A mature on March 15, 2004. Term loan B matures on March 31, 2006. Principal payments on term loan A and term loan B are required to be made quarterly.

        In connection with the offering of Series C notes, which was completed on March 7, 2002, our senior credit facility was amended to permit the offering of the March 7, 2002 notes and to alter the application of mandatory prepayments under the facility. The proceeds of the offering of the March 7, 2002 notes were used to repay indebtedness under term loan A and term loan B. Giving effect to the offering of the March 7, 2002 notes and the application of the proceeds to the repayment of senior credit facility indebtedness, we would have had no indebtedness outstanding under term loan A at December 29, 2001 and $73.2 million outstanding under our term loan B at December 29, 2001.

        Borrowings under our senior credit facility bear interest at rates based upon several alternatives, including the base lending rate per annum plus an applicable margin or LIBOR plus an applicable

54

margin. The revolving credit facility requires an annual commitment fee of an amount equal to 0.60% of the average daily unused portion of the revolving credit facility.

        Our obligations under the senior credit facility are guaranteed by our subsidiaries, and the senior credit facility is secured by a first priority lien upon all of our company's and our subsidiaries' real and personal property and a pledge of all of our subsidiaries' capital stock. In addition, our parent has guaranteed our obligations under the senior credit facility, which is secured by a pledge of our capital stock.

        The senior credit facility contains covenants that limit or restrict, among other things, subject to certain exceptions, the incurrence of additional indebtedness, the creation of liens, the amount of our capital expenditures, transactions with our affiliates, restricted payments, investments and acquisitions, mergers, consolidations, dissolutions, asset sales, dividends, distributions, and certain other transactions and business activities and the creation of certain liens. The senior credit facility also contains 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 leverage ratio.

DESCRIPTION OF THE NOTES

General

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the words "B&G Foods" refers only to B&G Foods, Inc. and not to any of its subsidiaries.

        The form and terms of the new notes (in this section the "new notes," "notes" or "Exchange Notes") are substantially identical to the form and terms of the existing notes, except that, unlike the unregistered Series C notes, the new notes will have been registered and will not bear legends restricting their transfer.

        The Series C notes were issued pursuant to an indenture among B&G Foods, the Guarantors and The Bank of New York, as trustee. The Series C notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act. The Series B notes are registered securities issued pursuant to an exchange offer completed in February 1998. The terms of the indenture apply to the Series C notes and the new notes to be issued in exchange for the Series C notes and the Series B notes pursuant to the exchange offer. The form and terms of the indenture are substantially identical to the indenture governing the Series B notes. The terms of the indenture include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

        B&G Foods is required to offer to exchange the existing notes (the Series B notes and the Series C notes) for the notes (publicly registered exchange notes having substantially identical terms as the existing notes) as more fully described under "—Registration Rights; Liquidated Damages." The purpose of B&G Foods' offer to exchange both the Series B notes and the Series C notes is to create a single series of debt securities having a total outstanding principal amount that is the combination of such notes.

        The following description is a summary of the material provisions of the indenture and the registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture and the registration rights agreement are available as set forth below under "—Additional Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

55

        The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Notes and the Guarantees

The Notes

        The notes:

(1)

are general unsecured obligations of B&G Foods;



(2)

are subordinated in right of payment to all existing and future Senior Debt of B&G Foods, including borrowings under the senior credit facility;



(3)

are pari passu in right of payment with any existing or future senior subordinated Indebtedness of B&G Foods, including the existing notes; and



(4)

are unconditionally guaranteed by the Guarantors.

The Guarantees

        The notes are guaranteed by all of B&G Foods' Subsidiaries.

        Each guarantee of the notes:

(1)

is a general unsecured obligation of the Guarantor;



(2)

is subordinated in right of payment to all existing and future Senior Debt of that Guarantor, including its guarantee of the senior credit facility; and



(3)

is pari passu in right of payment with any existing or future senior subordinated Indebtedness of that Guarantor.

        Assuming we had completed the March 7, 2002 of notes and applied the net proceeds as intended, as of December 29, 2001, B&G Foods and the Guarantors would have had total Senior Debt of approximately $73.5 million, exclusive of unused commitment of up to $60.0 million under the senior credit facility. As indicated above and as discussed in detail below under the caption "—Subordination," payments on the notes and under these guarantees will be subordinated to the payment of Senior Debt. The indenture will permit us and the Guarantors to incur additional Senior Debt.

Principal, Maturity and Interest

        B&G Foods will issue the notes in an aggregate principal amount of $220.0 million. B&G Foods may issue additional notes under the indenture governing the notes from time to time after this exchange offer. Any offering of additional notes is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. B&G Foods will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on August 1, 2007.

        Interest on the notes will accrue at the rate of 9⁵/8% per annum and will be payable semi-annually in arrears on February 1 and August 1, commencing on August 1, 2002. B&G Foods will make each interest payment to the Holders of record on the immediately preceding January 15 and July 15.

56

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to B&G Foods, B&G Foods will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless B&G Foods elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. B&G Foods may change the paying agent or registrar without prior notice to the Holders of the notes, and B&G Foods or any of its Subsidiaries may act as paying agent or registrar.

Subordination

        The payment of principal, interest and premium and Liquidated Damages, if any, on the notes will be subordinated to the prior payment in full of all Senior Debt of B&G Foods, including Senior Debt incurred after the date of the indenture.

        The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of notes will be entitled to receive any payment with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under "—Legal Defeasance and Covenant Defeasance"), in the event of any distribution to creditors of B&G Foods:

(1)

in a liquidation or dissolution of B&G Foods;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to B&G Foods or its property;



(3)

in an assignment for the benefit of creditors; or



(4)

in any marshaling of B&G Foods' assets and liabilities.

        B&G Foods also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") if:

(1)

a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or



(2)

any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a "Payment Blockage Notice") from B&G Foods or the holders of any Designated Senior Debt.

        Payments on the notes may and will be resumed:

(1)

in the case of a payment default, upon the date on which such default is cured or waived; and



(2)

in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.

        No new Payment Blockage Notice will be effective unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

57

        No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

        If the trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") when the payment is prohibited by these subordination provisions, the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

        B&G Foods must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

        As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of B&G Foods, Holders of notes may recover less ratably than creditors of B&G Foods who are holders of Senior Debt. See "Risk Factors—Your right to receive payments on these notes is junior to our existing indebtedness and possibly all of our future borrowings."

        "Designated Senior Debt" means:

(1)

any Indebtedness outstanding under the Credit Agreement; and



(2)

any other Senior Debt permitted hereunder the principal amount of which is $15.0 million or more and that has been designated by B&G Foods as "Designated Senior Debt."

        "Permitted Junior Securities" means:

(1)

Equity Interests in B&G Foods or any Guarantor which, to the extent received by any Holder in connection with any bankruptcy, reorganization, insolvency or similar proceeding in which any Equity Interests are also exchanged for or distributed in respect of Senior Debt, are either common equity securities or are subordinated to all such Equity Interests so exchanged or distributed to substantially the same extent as, or to a greater extent than, the notes are subordinated to Senior Debt pursuant to the indenture; and



(2)

debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the notes are subordinated to Senior Debt pursuant to the indenture.

        "Senior Debt" means:

(1)

all Obligations from time to time outstanding under the Credit Agreement, including all Hedging Obligations with respect thereto and any Permitted Refinancing Indebtedness thereunder (and, for purposes of the indenture, any such Senior Debt shall be considered to be outstanding whenever any loan commitment under the Credit Agreement is outstanding);



(2)

any other Indebtedness of B&G Foods or any Guarantor that is a Subsidiary of B&G Foods that is permitted to be incurred by B&G Foods or such Guarantor pursuant to the indenture unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes; and



(3)

all Obligations of B&G Foods or any Guarantor that is a Subsidiary of B&G Foods with respect to any of the foregoing.

        Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

(1)

any Obligation of B&G Foods to any Subsidiary of B&G Foods or any of its Affiliates;

58

(2)

any liability for federal, state, local or other taxes owed or owing by B&G Foods (other than such taxes owed or owing to the lenders under the Credit Agreement);



(3)

any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);



(4)

any Obligations in respect of Capital Stock of B&G Foods;



(5)

the Series B notes or the subsidiary guarantees of the Series B notes; or



(6)

that portion of the principal amount of any Indebtedness (and any obligations with respect to such incremental principal amount) which at the time of incurrence is incurred in violation of the indenture.

Subsidiary Guarantees

        The notes will be guaranteed by each of B&G Foods' current and future Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Federal and State statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors."

        No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another corporation, Person or entity (except B&G Foods or another Guarantor) unless:

(1)

subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the notes and the indenture;



(2)

immediately after giving effect to such transaction, no Default or Event of Default exists;



(3)

such Guarantor, or any Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction; and



(4)

either:



(a)

B&G Foods would be permitted by virtue of B&G Foods' pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; or



(b)

B&G Foods would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period.

        Notwithstanding the foregoing paragraph:

(1)

any Guarantor may consolidate with, merge into or transfer all or a part of its properties and assets to B&G Foods or any other Guarantor; and

59

(2)

any Guarantor may merge with an Affiliate that has no significant assets or liabilities and was incorporated solely for purpose of reincorporating such Guarantor in another State of the United States; provided that such merged entity continues to be a Guarantor.

        In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture. See "—Repurchase at the Option of Holders—Asset Sales."

Optional Redemption

        Except as set forth below, the notes will not be redeemable at B&G Foods' option prior to August 1, 2002.

        After August 1, 2002, B&G Foods may redeem all or part of the notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Percentage
2002	104.813	%
2003	103.208
2004	101.604
2005 and thereafter	100.000	%

        At any time on or prior to August 1, 2002, B&G Foods may also redeem all but not part of the notes upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may such redemption date occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        "Applicable Premium" means, with respect to a note at any redemption date, the greater of:

(1)

1.0% of the principal amount of such note; and



(2)

the excess of:



(a)

the present value at such redemption date of the redemption price of such note at August 1, 2002 (such redemption price being set forth in the table above) plus all required interest payments due on such note through August 1, 2002, such present value computed using a discount rate equal to the Treasury Rate plus 50 basis points; over



(b)

the principal amount of such note.

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        "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from such redemption date to August 1, 2002; provided, however, that if the period from such redemption date to August 1, 2002 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1)

if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or



(2)

if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

        No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

        Except as set forth below under "—Repurchase at the Option of Holders," B&G Foods is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of notes will have the right to require B&G Foods to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, B&G Foods will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the indenture and described in such notice. B&G Foods will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control.

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        On the Change of Control Payment Date, B&G Foods will, to the extent lawful:

(1)

accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and



(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by B&G Foods.

        The paying agent will promptly mail to each Holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

        Prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, B&G Foods will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. B&G Foods will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require B&G Foods to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that B&G Foods repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        The Credit Agreement currently prohibits B&G Foods from purchasing any notes and also provides that certain change of control events with respect to B&G Foods would constitute a default or event of default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which B&G Foods becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when B&G Foods is prohibited from purchasing notes, B&G Foods could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If B&G Foods does not obtain such a consent or repay such borrowings, B&G Foods will remain prohibited from purchasing notes. In such case, B&G Foods' failure to purchase tendered notes would constitute an Event of Default under the indenture, which would, in turn, constitute a default or event of default under the Credit Agreement. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the Holders of notes.

        B&G Foods will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by B&G Foods and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of B&G Foods and its Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) (other than persons who are, or groups of persons who

62

are, made up entirely of Principals or their Related Parties) other than in the ordinary course of business;

(2)

the adoption of a plan relating to the liquidation or dissolution of B&G Foods;



(3)

prior to the first public offering of Voting Stock of B&G Foods, the consummation of any transaction the result of which is that the Principals or the Related Parties cease to be the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of majority voting power of the Voting Stock of B&G Foods (measured by voting power rather than number of shares), whether as a result of issuance of securities of B&G Foods, any merger, consolidation, liquidation or dissolution of B&G Foods, any direct or indirect transfer of securities by any Principal or Related Party or otherwise (for purposes of this clause (3) and clause (4) below, the Principals and Related Parties shall be deemed to have "beneficial ownership" of the Voting Stock of a Person (the "specified corporation") held by any other Person (the "parent corporation") so long as the Principals or Related Parties beneficially own (as so defined) directly or indirectly, a majority of the voting power of the Voting Stock of the parent corporation);



(4)

following the first Public Equity Offering of Voting Stock of B&G Foods, the consummation of any transaction the result of which is that any "person" (as such term is defined in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Principals or Related Parties becomes the "beneficial owner" (as such term is defined in clause (3) above, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercisable immediately or is exercisable only after the passage of time or upon the occurrence of a subsequent condition), directly or indirectly, of more than 35% of the Voting Stock of B&G Foods, provided that the Principals and Related Parties beneficially own (as defined in clause (3) above), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of B&G Foods than such other person and do not have the right or ability by voting power, contract or otherwise, to elect or designate for election a majority of the Board of Directors of B&G Foods (for purposes of this clause (4), such other person shall be deemed to beneficially own any Voting Stock of a specified corporation held by a parent corporation, if such other person "beneficially owns" (as defined in clause (3) above), directly or indirectly, more than 35% of the voting power of the Voting Stock of such parent corporation and the Principals and the Related Parties "beneficially own" (as defined in clause (3) above), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of such parent corporation than such other person and do not have the right or ability by voting power, contract or otherwise, to elect or designate for election a majority of the Board of Directors of such parent corporation);



(5)

the first day on which a majority of the members of the Board of Directors of B&G Foods are not Continuing Directors; or



(6)

B&G Foods consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, B&G Foods, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of B&G Foods is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of B&G Foods outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such conversion or exchange).

        "Principals" means BRS, any equity owner of Holdings on August 11, 1997, and the members of management of B&G Foods or Holdings or any of their respective Subsidiaries as of August 11, 1997.

63

        "Related Party" means, with respect to any Principal, (a) any spouse or immediate family member (in the case of an individual) of such Principal or (b) a trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners or Persons beneficially holding a 66²/3% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (a).

Asset Sales

        B&G Foods will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless:

(1)

B&G Foods or the Subsidiary receives consideration at the time of the Asset Sale at least equal to the fair market value (which, in the case of any Asset Sale involving shares or assets having a fair market value in excess of $2.0 million, shall be determined in good faith by B&G Foods' Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration therefor received by B&G Foods or such Subsidiary is in the form of cash or Cash Equivalents.

        For purposes of this provision, each of the following will be deemed to be cash:

(a)

any Senior Debt of B&G Foods or any Subsidiary of B&G Foods that is assumed by the transferee of any such assets pursuant to a customary novation agreement that releases B&G Foods or such Subsidiary from further liability thereon; and



(b)

any securities, notes or other obligations received by B&G Foods or any such Subsidiary from such transferee that are immediately converted by B&G Foods or such Subsidiary into cash to the extent of the cash received in that conversion.

        Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect to any of the foregoing, including by deed or assignment in lieu of foreclosure, will not be required to satisfy the conditions set forth in clauses (1) and (2) of the preceding paragraph.

        Within 270 days after the receipt of any Net Proceeds from an Asset Sale, B&G Foods may apply those Net Proceeds, at its option:

(1)

to repay Indebtedness under any Credit Facility (and to correspondingly permanently reduce the commitments with respect thereto; provided that B&G Foods will not be required to effect such permanent reductions from August 11, 1997 in excess of an aggregate of $25.0 million); or



(2)

to acquire or make a controlling Investment in or with respect to a Permitted Business or the acquisition of all or substantially all of the assets of a Permitted Business, or the making of a capital expenditure or the acquisition of other long-term assets in a Permitted Business.

        Pending the final application of any such Net Proceeds, B&G Foods may temporarily reduce Indebtedness under any Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from an Asset Sale that are not applied or invested as provided in the preceding paragraph shall be deemed to constitute "Excess Proceeds" from an Asset Sale. When the aggregate amount of Excess Proceeds exceeds $5.0 million, B&G Foods shall be required to make an offer to all Holders of notes (an "Asset Sale Offer") to purchase the maximum principal amount of notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal

64

to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the notes to the date of purchase, in accordance with the procedures set forth in the indenture. To the extent that the aggregate amount of notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, B&G Foods may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Certain Covenants

Restricted Payments

        B&G Foods will not, and will not permit any of its Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of B&G Foods' or any of its Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving B&G Foods) or to the direct or indirect holders of B&G Foods' or any of its Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of B&G Foods);



(2)

purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving B&G Foods) any Equity Interests of B&G Foods or any direct or indirect parent of B&G Foods or other Affiliate of B&G Foods (other than any such Equity Interests owned by a Wholly Owned Subsidiary of B&G Foods);



(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes, except a payment of interest or principal at Stated Maturity; or



(4)

make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

        unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and



(2)

B&G Foods would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods or any of its Subsidiaries after August 11, 1997 (excluding Restricted Payments permitted by clauses (2), (3) or (6) of the next succeeding paragraph), is less than the sum of:



(a)

50% of the Consolidated Net Income of B&G Foods for the period (taken as one accounting period) from the beginning of the first fiscal quarter immediately following August 11, 1997 to the end of B&G Foods' most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

65

(b)

100% of the aggregate net cash proceeds received by B&G Foods as a contribution to its capital or from the issue or sale since August 11, 1997 of Equity Interests of B&G Foods (other than Disqualified Stock and other than as provided in clause (8) of the definition of Permitted Investments), or of Disqualified Stock or debt securities of B&G Foods that have been converted into such Equity Interests (other than Equity Interests (or Disqualified Stock or convertible debt securities) sold to a Subsidiary of B&G Foods and other than Disqualified Stock or convertible debt securities that have been converted into Disqualified Stock), plus



(c)

to the extent that any Restricted Investment that was made by B&G Foods or any of its Subsidiaries after August 11, 1997 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;



(2)

the redemption, repurchase, retirement, defeasance or other acquisition of any Indebtedness which is subordinated to the notes or Equity Interests of B&G Foods in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of B&G Foods) of, other Equity Interests of B&G Foods (other than any Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;



(3)

the defeasance, redemption, repurchase or other acquisition of Indebtedness which is subordinated to the notes with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;



(4)

the payment of any dividend or distribution by a Subsidiary of B&G Foods to the holders of its common Equity Interests on a pro rata basis;



(5)

the repurchase, redemption or other acquisition or retirement for value of Equity Interests of B&G Foods or Holdings held by any former employee, director or consultant of B&G Foods or any Subsidiary or Holdings issued pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate amount of Restricted Payments made under this clause (5) does not exceed (a) $1.0 million in any calendar year and (b) $3.0 million in the aggregate since August 11, 1997; provided further, that cancellation of Indebtedness owing to B&G Foods from members of management of B&G Foods or any of its Subsidiaries in connection with a repurchase of Equity Interests of B&G Foods will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;



(6)

repurchases of Equity Interests deemed to occur upon exercise of stock options upon surrender of Equity Interests to pay the exercise price of such option;



(7)

the payment by B&G Foods of dividends to Holdings for the purpose of (a) permitting Holdings to satisfy federal, state and local income tax obligations to the extent such obligations are actually due and owing and are a direct result of the net income of B&G Foods being included on a consolidated, combined or unitary income tax return filed by Holdings or otherwise being attributed to Holdings for tax purposes and (b) permitting Holdings to pay the necessary fees and expenses to maintain its corporate existence and good

66

standing (which shall not exceed $500,000 per annum); provided that the amount of dividends described in this clause (7) shall be excluded from the calculation of the amounts of Restricted Payments hereunder; and

(8)

reasonable and customary directors' fees to the members of Holdings' or B&G Foods' board of directors, provided that with respect to clauses (2), (3), (5), (6) and (7) above, no Default or Event of Default shall have occurred and be continuing immediately after such transaction.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by B&G Foods or such Subsidiary of B&G Foods, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment will be determined by the Board of Directors of B&G Foods whose resolution with respect thereto shall be delivered to the Trustee. Not later than the date of making any Restricted Payment, B&G Foods shall deliver to the Trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant "—Restricted Payments" were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

        B&G Foods will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that B&G Foods shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that B&G Foods may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock if B&G Foods' Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The provisions of the first paragraph of this covenant shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by B&G Foods of term Indebtedness, revolving credit Indebtedness and indebtedness under letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of B&G Foods thereunder) under any Credit Facility (and the Guarantee thereof by the Guarantors); provided that, subject to clause (12) below, the aggregate principal amount of all Indebtedness and letters of credit outstanding at any one time under all Credit Facilities after giving effect to such incurrence, does not exceed $50.0 million less the aggregate amount of all permanent repayments from Net Proceeds of Asset Sales or as stated amortization of a term loan, if applicable, optional or mandatory, of the principal of any Indebtedness under a Credit Facility (or any such Permitted Refinancing Indebtedness) that have been made since August 11, 1997; provided that such deduction will not exceed, in the aggregate, $25.0 million;



(2)

the incurrence by B&G Foods and its Subsidiaries of the Existing Indebtedness;



(3)

the incurrence by B&G Foods of Indebtedness represented by the Series B notes and the incurrence by the Guarantors of the subsidiary guarantees of the Series B notes and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;

67

(4)

the incurrence by B&G Foods or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of B&G Foods or such Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million at any time outstanding;



(5)

the incurrence by B&G Foods or any of its Subsidiaries of Permitted Refinancing Indebtedness;



(6)

the incurrence by B&G Foods or any of its Subsidiaries of intercompany Indebtedness between or among B&G Foods and any of its Subsidiaries that are Guarantors; provided, however, that:



(a)

if B&G Foods is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes and the indenture,



(b)

if a Subsidiary of B&G Foods is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Subsidiary's Subsidiary Guarantee, and



(c)

(i) any subsequent event or issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than B&G Foods or a Subsidiary of B&G Foods and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either B&G Foods or a Subsidiary of B&G Foods that is a Guarantor shall be deemed, in each case, to constitute an incurrence of such Indebtedness by B&G Foods or such Subsidiary, as the case may be, that was not permitted by this clause (6);




(7)

the issuance by a Subsidiary that is a Guarantor of preferred stock to B&G Foods or to any of its Subsidiaries that are Guarantors; provided, however, that any subsequent event or issuance or transfer of any Equity Interests that results in the owner of such preferred stock ceasing to be B&G Foods or one of its Subsidiaries that are Guarantors or any subsequent transfer of such preferred stock to a Person other than B&G Foods or any of its Subsidiaries that are Guarantors, shall be deemed to be an issuance of preferred stock by such Subsidiary that was not permitted by this clause (7);



(8)

the incurrence by B&G Foods or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the indenture to be outstanding;



(9)

Indebtedness arising from agreements of B&G Foods or a Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Subsidiary, other than the guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that:



(a)

such Indebtedness is not reflected on the balance sheet of B&G Foods or any Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)), and



(b)

the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such

68

noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by B&G Foods and its Subsidiaries in connection with such disposition;

(10)

the guarantee by B&G Foods or any of the Guarantors of Indebtedness of B&G Foods or a Subsidiary of B&G Foods that was permitted to be incurred by another provision of this covenant "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

the incurrence of Indebtedness by one of B&G Foods' Subsidiaries evidenced by the promissory notes (the "Eagle Rock Notes") issued and issuable under the certain Lease Agreement date April 19, 1986, as amended by a Memorandum of Agreement dated February 26, 1993, between one of B&G Foods' Subsidiaries (as successor in interest to DSD, Inc.) and 426 Eagle Rock Avenue Associates; or



(12)

the incurrence by B&G Foods of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (12), not to exceed $10.0 million; provided that such additional Indebtedness may be Senior Debt under any Credit Facility.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above or is entitled to be incurred pursuant to the first paragraph of this covenant, B&G Foods shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. The notes are being incurred under this covenant as Permitted Refinancing Indebtedness of our senior credit facility.

Liens

        B&G Foods will not, and will not permit any of its Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or trade payables (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        B&G Foods will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of B&G Foods or B&G Foods to:

(1)

pay dividends or make any other distributions to B&G Foods or any of its Subsidiaries that are Guarantors on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to B&G Foods or any of its Subsidiaries;



(2)

make loans or advances to B&G Foods or any of its Subsidiaries; or



(3)

transfer any of its properties or assets to B&G Foods or any of its Subsidiaries.

69

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

the indenture, the 1997 Indenture, the notes, the Series B notes, the Series C notes and the Credit Agreement as in effect on the date of the indenture;



(2)

applicable law;



(3)

any instrument governing Indebtedness or Capital Stock of a Person acquired by B&G Foods or any of its Subsidiaries as in effect at the time of such acquisition (except with respect to Indebtedness incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;



(4)

restrictions of the nature described in clause (3) above by reason of customary non-assignment, sub-letting and restriction on transfer provisions in contracts, agreements, and leases entered into in the ordinary course of business and consistent with past practices;



(5)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;



(6)

any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition;



(7)

agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under the "—Incurrence of Indebtedness and Issuance of Preferred Stock" and "—Liens" that limit the right of the debtor to dispose of assets securing such Indebtedness;



(8)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and



(9)

Permitted Refinancing Indebtedness in respect of Indebtedness referred to in clauses (1), (3) and (5) of this paragraph, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.

Merger, Consolidation or Sale of Assets

        B&G Foods will not consolidate or merge with or into (whether or not B&G Foods is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity, unless:

(1)

B&G Foods is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;



(2)

the entity or Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of B&G

70

Foods under the notes and the indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3)

immediately after such transaction no Default or Event of Default exists; and



(4)

except in the case of a merger of B&G Foods with or into a Wholly Owned Subsidiary of B&G Foods, B&G Foods or the entity or Person formed by or surviving any such consolidation or merger (if other than B&G Foods), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made:



(a)

will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of B&G Foods immediately preceding the transaction; and



(b)

will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

Transactions with Affiliates

        B&G Foods will not, and will not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of any such Person (each of the foregoing, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to B&G Foods or the relevant Subsidiary than those that would have been obtained in a comparable transaction by B&G Foods or such Subsidiary with an unrelated Person; and



(2)

B&G Foods delivers to the Trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of its Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of its Board of Directors; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an appraisal firm) of national standing.

        The following will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement entered into by B&G Foods or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of B&G Foods or such Subsidiary, as the case may be;



(2)

transactions between or among B&G Foods and/or its Subsidiaries that are Guarantors;



(3)

Restricted Payments that are permitted by the covenant described above under the caption "—Restricted Payments" and payments made under the Eagle Rock Notes permitted by the

71

covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";

(4)

fees and compensation paid to members of the Board of Directors of B&G Foods and of its Subsidiaries in their capacity as such, to the extent such fees and compensation are reasonable and customary;



(5)

advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and consistent with past practices;



(6)

management or similar fees payable to BRS or an Affiliate thereof (to the extent such fees do not, in the aggregate, exceed 2.0% of the actual Consolidated Cash Flow of B&G Foods for the period in respect of which such fees are paid);



(7)

fees payable to BRS or its Affiliate under a transaction services agreement in effect on August 11, 1997;



(8)

maintenance in the ordinary course of business of customary benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans; and



(9)

fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of B&G Foods or any of its Subsidiaries, as determined by the Board of Directors of B&G Foods or of any such Subsidiary, shall not be deemed to be Affiliate Transactions.

Sale and Leaseback Transactions

        B&G Foods will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction; provided that B&G Foods may enter into a sale and leaseback transaction if:

(1)

B&G Foods could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(2)

the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors and set forth in an officers' certificate delivered to the Trustee if such fair market value exceeds $2.5 million) of the property that is the subject of such sale and leaseback transaction; and



(3)

the transfer of assets in such sale and leaseback transaction is permitted by, and B&G Foods applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales," if applicable.

Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries

        B&G Foods will not, and will not permit any Wholly Owned Subsidiary of B&G Foods to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of B&G Foods to any Person (other than B&G Foods or a Wholly Owned Subsidiary of B&G Foods that is a Guarantor), unless:

(1)

such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Wholly Owned Subsidiary; and

72

(2)

the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        In addition, B&G Foods shall not permit any Wholly Owned Subsidiary of B&G Foods to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to B&G Foods or a Wholly Owned Subsidiary of B&G Foods that is a Guarantor.

Additional Subsidiary Guarantees

        If B&G Foods or any of its Subsidiaries shall acquire or create another Subsidiary after the date of the indenture, then such newly acquired or created Subsidiary will (1) execute a supplemental indenture in form and substance satisfactory to the Trustee providing that such Subsidiary will become a Guarantor under the indenture and (2) deliver an Opinion of Counsel to the effect, inter alia, that such supplemental indenture has been duly authorized and executed by such Subsidiary.

No Senior Subordinated Debt

        B&G Foods will not incur, create, issue, assume, guarantee or otherwise become liable directly or indirectly for any Indebtedness (including Acquired Debt) that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness (including Acquired Debt) that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to the Subsidiary Guarantees.

Business Activities

        B&G Foods will not, and B&G Foods will not permit any of its Subsidiaries to, directly or indirectly, engage in any line of business other than a Permitted Business, except to such extent as would not be material to B&G Foods and its Subsidiaries taken as a whole.

Payments for Consent

        B&G Foods will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid or is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        Whether or not B&G Foods is required by the rules and regulations of the SEC, so long as any notes are outstanding, B&G Foods will furnish to each of the Holders of notes:

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if B&G Foods were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of B&G Foods and any consolidated Subsidiaries and, with respect to the annual information only, reports thereon by B&G Foods' independent public accountants (which shall be firm(s) of established national reputation); and

73

(2)

all information that would be required to be filed with the SEC on Form 8-K if B&G Foods were required to file such reports.

        All such information and reports will be filed with the SEC on or prior to the dates on which the filings would have been required to be made had B&G Foods been subject to the rules and regulations of the SEC. In addition, whether or not required by the rules and regulations of the SEC, B&G Foods will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request; provided, however, that if prior to the effectiveness of the Exchange Offer Registration Statement, the information that would be required to be filed in a Form 10-K, 10-Q or 8-K pursuant to this sentence is filed as part of the Exchange Offer Registration Statement, such filing will be deemed to satisfy the requirements of this sentence. For so long as any notes remain outstanding, B&G Foods and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an Event of Default:

(1)

default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes (whether or not prohibited by the subordination provisions of the indenture);



(2)

default in payment when due of the principal of or premium, if any, on the notes (whether or not prohibited by the subordination provisions of the indenture);



(3)

failure by B&G Foods or any of its Subsidiaries to comply with the provisions described under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets";



(4)

failure by B&G Foods or any of its Subsidiaries for 30 days after notice to comply with the provisions described under the captions "—Certain Covenants-Restricted Payments," "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," "—Repurchase at the Option of Holders—Asset Sales" or "—Repurchase at the Option of Holders—Change of Control";



(5)

failure by B&G Foods or any of its Subsidiaries for 60 days after notice to comply with any of its other agreements in the indenture or the notes;



(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by B&G Foods or any of its Subsidiaries (or the payment of which is guaranteed by B&G Foods or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, which default:



(a)

is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its express maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication

74

$5.0 million or more and such default shall not have been cured or acceleration rescinded within a five business day period;

(7)

failure by B&G Foods or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million (excluding amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days;



(8)

certain events of bankruptcy or insolvency with respect to B&G Foods or any of its Subsidiaries; and



(9)

except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acing on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee.

        If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (1) five days after the receipt by representatives of Designated Senior Debt of such written notice of acceleration or (2) the date of acceleration of any Designated Senior Debt. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to B&G Foods, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

        In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of B&G Foods with the intention of avoiding payment of the premium that B&G Foods would have had to pay if B&G Foods then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to August 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of B&G Foods with the intention of avoiding the prohibition on redemption of the notes prior to August 1, 2002, then the premium specified in the indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes.

        B&G Foods is required to deliver to the Trustee annually a statement regarding compliance with the indenture, and B&G Foods is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of B&G Foods, as such, shall have any liability for any obligations of B&G Foods under the notes or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a

75

note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        B&G Foods may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes ("Legal Defeasance") except for:

(1)

the rights of Holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below;



(2)

B&G Foods' obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and B&G Foods' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, B&G Foods may, at its option and at any time, elect to have the obligations of B&G Foods released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

B&G Foods must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and B&G Foods must specify whether the notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, B&G Foods shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (a) B&G Foods has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, B&G Foods shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same

76

manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91^st day after the date of deposit;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which B&G Foods or any of its Subsidiaries is a party or by which B&G Foods or any of its Subsidiaries is bound;



(6)

B&G Foods must have delivered to the Trustee an opinion of counsel to the effect that, subject to customary assumptions and exclusions, after the 91^st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;



(7)

B&G Foods must deliver to the Trustee an officers' certificate stating that the deposit was not made by B&G Foods with the intent of preferring the Holders of notes over the other creditors of B&G Foods with the intent of defeating, hindering, delaying or defrauding creditors of B&G Foods or others; and



(8)

B&G Foods must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that, subject to customary assumptions and exclusions, all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. B&G Foods is not required to transfer or exchange any note selected for redemption. Also, B&G Foods is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

        The registered Holder of a note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including consents obtained in connection with a tender offer or exchange offer for notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

(1)

reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

77

(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");



(3)

reduce the rate of or change the time for payment of interest on any note;



(4)

waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any note payable in money other than that stated in the notes;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of or premium, if any, or interest on the notes;



(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders"); or



(8)

make any change in the foregoing amendment and waiver provisions. In addition, any amendment to the provisions of Article 10 of the indenture (which relate to subordination) will require the consent of the Holders of at least 75% in aggregate principal amount of the notes then outstanding if such amendment would adversely affect the rights of Holders of notes.

        Notwithstanding the foregoing, without the consent of any Holder of notes, B&G Foods and the Trustee may amend or supplement the indenture or the notes:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;



(3)

to provide for the assumption of B&G Foods' obligations to Holders of notes in the case of a merger or consolidation;



(4)

to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder; or



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

Governing Law

        The indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Concerning the Trustee

        The indenture contains certain limitations on the rights of the Trustee, should it become a creditor of B&G Foods, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

78

        The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

        Anyone who receives this Prospectus may obtain a copy of the indenture and Registration Rights Agreement without charge by writing to B&G Foods, Inc., Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054, Attention: Chief Financial Officer.

Book-Entry Settlement and Clearance

The Global Notes

        The existing notes were, and the new notes will be, issued in the form of one or more registered notes in global form, without interest coupons (the "global notes").

        Upon issuance, each of the global notes will be deposited with the Trustee as custodian for The Depository Trust Company and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC ("DTC participants") or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

•

upon deposit of each global note with DTC's custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and



•

ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

        Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Notes

        All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;



•

a "banking organization" within the meaning of the New York State Banking Law;. a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and

79

•

a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

        So long as DTC's nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

•

will not be entitled to have notes represented by the global note registered in their names;



•

will not receive or be entitled to receive physical, certificated notes; and



•

will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

        As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

        Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC's nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

        Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

        Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds.

        DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in that settlement system. However, the settlement system is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

        Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

•

DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

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•

DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;



•

we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or



•

certain other events provided in the indenture should occur.

Registration Rights; Liquidated Damages

        The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety because it, and not this description, defines the registration rights of the Holders of the Series C notes. See "—Additional Information."

        B&G Foods, the Guarantors and the Initial Purchasers have entered into the Registration Rights Agreement on March 7, 2002. Upon the effectiveness of the Exchange Offer Registration Statement, B&G Foods will offer to the Holders of Transfer Restricted Securities and holders of the outstanding Series B notes pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities and Series B notes for Exchange Notes.

        If:

(1)

B&G Foods is not required to file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or



(2)

any Holder of Transfer Restricted Securities (other than Series B notes) notifies B&G Foods prior to the 20^th day following consummation of the Exchange Offer that:



(a)

it is prohibited by law or SEC policy from participating in the Exchange Offer; or



(b)

that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or



(c)

that it is a broker-dealer and owns Series C notes acquired directly from B&G Foods or an affiliate of B&G Foods,

        B&G Foods will file with the SEC a Shelf Registration Statement to cover resales of the Transfer Restricted Securities (other than the Series B notes) by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

        For purposes of the foregoing, "Transfer Restricted Securities" means each note until:

(1)

The date on which such note has been exchanged by a person other than a broker-dealer for an Exchange Note in the Exchange Offer;



(2)

following the exchange by a broker-dealer in the Exchange Offer of a note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;



(3)

the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or



(4)

the date on which such note is distributed to the public pursuant to Rule 144 under the Act.

        The Registration Rights Agreement provides that:

(1)

Unless the Exchange Offer would not be permitted by applicable law or SEC policy, B&G Foods will commence the Exchange Offer and use its best efforts to issue on or prior to 45

81

business days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Notes in exchange for all notes tendered prior thereto in the Exchange Offer; and

(2)

if obligated to file the Shelf Registration Statement, B&G Foods will use its best efforts to file the Shelf Registration Statement with the SEC on or prior to 30 days after such filing obligation arises and to cause the Shelf Registration to be declared effective by the SEC on or prior to 45 days after such obligation arises.

        If:

(1)

B&G Foods fails to file any of the Registration Statements required by the Registration Rights Agreement on or before the date specified for such filing; or



(2)

any of such Registration Statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); or



(3)

B&G Foods fails to consummate the Exchange Offer within 45 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or



(4)

the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the Registration Rights Agreement and is not succeeded within 30 days by another effective Registration Statement; provided that the Shelf Registration Statement or the Exchange Offer Registration Statement shall not cease to be effective or usable in connection with resales of Transfer Restricted Securities for more than 30 days in any calendar year (each such event referred to in clauses (1) through (4) above a "Registration Default"),

        then B&G Foods will pay Liquidated Damages to each Holder of Series C Transfer Restricted Securities, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Series C Transfer Restricted Securities held by such Holder.

        The amount of the Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Series C Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $.25 per week per $1,000 principal amount of Series C Transfer Restricted Securities.

        For purposes of the foregoing, "Series C Transfer Restricted Securities" means Transfer Restricted Securities that are either Series C notes or Exchange Notes received in exchange for Series C notes.

        All accrued Liquidated Damages will be paid by B&G Foods on each Damages Payment Date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

        Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

        The purpose of B&G Foods' offer to exchange both the Series C notes and the Series B notes is to create a single series of debt securities having a total outstanding principal amount that is the combination of the Series C notes and the Series B notes.

        Holders of notes will be required to make certain representations to B&G Foods (as described in the Registration Rights Agreement) in order to participate in the Exchange Offer and will be required to deliver information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration

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Rights Agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and



(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

        provided that, the amount of Acquired Debt only at the time so acquired shall include the accreted value together with any interest thereon that is more than 30 days past due.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control "(including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback) other than in the ordinary course of business consistent with past practices (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of B&G Foods and its Subsidiaries taken as a whole will be governed by the covenants described above under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Certain Covenants—Merger, Consolidation, or Sale of Assets" and not by the provisions of the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales"); and



(2)

the issue or sale by B&G Foods or any of its Subsidiaries of Equity Interests of any of B&G Foods' Subsidiaries,

        in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions (a) that have a fair market value in excess of $1.0 million or (b) for Net Proceeds in excess of $1.0 million.

        Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

(1)

a transfer of assets by B&G Foods to a Wholly Owned Subsidiary of B&G Foods that is a Guarantor or by a Wholly Owned Subsidiary of B&G Foods to B&G Foods or to another Wholly Owned Subsidiary of B&G Foods that is a Guarantor;



(2)

an issuance or sale of Equity Interests by a Subsidiary of B&G Foods to B&G Foods or to another Wholly Owned Subsidiary of B&G Foods that is a Guarantor;

83

(3)

a disposition of obsolete equipment or equipment that is no longer useful in the conduct of business of B&G Foods and its Subsidiaries and that is disposed of in the ordinary course of business; provided, however, that such dispositions do not exceed $500,000 per annum;



(4)

a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments"; and



(5)

a disposition of inventory or Cash Equivalents in the ordinary course of business.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

        "BRS" means Bruckmann, Rosser, Sherrill & Co., L.P., a Delaware limited partnership.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participation, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Cash Equivalents" means:

(1)

United States dollars;



(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;



(3)

certificates of deposit and eurodollar time deposits with maturities of not more than one year from the date of acquisition, bankers' acceptances with maturities of not more than one year from the date of acquisition and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thompson Bank Watch Rating of "B" or better;



(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(5)

commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or one of the two highest ratings from Standard & Poor's Rating Services with maturities of not more than one year from the date of acquisition;



(6)

investment funds investing 95% of their assets in securities of the types described in clauses (1) through (5) above; and

84

(7)

readily marketable direct obligations issued by any State of the United States of America or any political subdivision thereof having maturities of not more than one year from the date of acquisition and having one of the two highest rating categories obtainable from either Moody's Investors Service, Inc. or Standard & Poor's Rating Services.

        "Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

(1)

an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale (to the extent such losses were deducted in computing such Consolidated Net Income); plus



(2)

provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income; plus



(3)

Fixed Charges, to the extent that any such Fixed Charge was deducted in computing such Consolidated Net Income; plus



(4)

depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation and amortization were deducted in computing such Consolidated Net Income; minus



(5)

non-cash items increasing such Consolidated Net Income for such period, in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries (for such period, on a consolidated basis, determined in accordance with GAAP); provided that:

(1)

the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof;



(2)

the Net Income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;



(3)

the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; and



(4)

the cumulative effect of a change in accounting principles shall be excluded.

        "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of:

(1)

the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus



(2)

the respective amounts reported on such Person's balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net

85

earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock, less:

(a)

all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to August 11, 1997 in the book value of any asset owned by such Person or a consolidated Subsidiary of such Person;



(b)

all investments as of such date in unconsolidated Subsidiaries and in Persons that are not Subsidiaries (except, in each case, Permitted Investments); and



(c)

all unamortized debt discount and expense and unamortized deferred charges as of such date, all of the foregoing determined in accordance with GAAP.

        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of B&G Foods who:

(1)

was a member of such Board of Directors on August 11, 1997; or



(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

        "Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of August 11, 1997, among B&G Foods, Heller Financial, Inc. and the lenders from time to time party thereto, as such agreement may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time thereafter, including any appendices, exhibits or schedules to any of the foregoing, as the same may be in effect from time to time, in each case, as such agreements may be amended, modified, supplemented, renewed, refunded, replaced, refinanced, extended or restated from time to time (whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise), including any appendices, exhibits or schedules to any of the foregoing.

        "Credit Facilities" means, with respect to B&G Foods, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facility with banks or other institutional lenders providing for revolving credit loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event that is or with the passage of time or the giving of notice (or both) would be an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature, except to the extent that such Capital Stock is solely redeemable with, or solely exchangeable for, any Capital Stock of such Person that is not Disqualified Stock.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Existing Indebtedness" means up to $1.0 million in aggregate principal amount of Indebtedness of B&G Foods and its Subsidiaries (other than Indebtedness under the Credit Agreement and the Series B notes in existence on August 11, 1997, until such amounts are repaid.

86

        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount (other than issuance costs and discounts incurred on August 11, 1997), non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations);



(2)

the consolidated interest of such Person and its Subsidiaries that was capitalized during such period;



(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon); and



(4)

the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of B&G Foods (other than Disqualified Stock), times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

        "Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that B&G Foods or any of its Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other than revolving credit borrowings under any Credit Facility) or issues preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of making the computation referred to above:

(1)

acquisitions that have been made by B&G Foods or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income



(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and



(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Subsidiaries following the Calculation Date.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public

87

Accountants, the statements and pronouncements of the Financial Accounting Standards Board and such other statements by such other entities as have been approved by a significant segment of the accounting profession, which are applicable at the date of determination.

        "Guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

        "Holdings" means B&G Foods Holdings Corp., a Delaware corporation.

        "Hedging Obligations" means, with respect to any Person, the net payment Obligations of such Person under:

(1)

interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and



(2)

other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

        "Indebtedness" means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker's acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all Indebtedness of others secured by a Lien on any asset of such Person (whether or not such Indebtedness is assumed by such Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person, and any liability, whether or not contingent, whether or not it appears on the balance sheet of such Person. The amount of any Indebtedness outstanding as of any date shall be the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including Guarantees of Indebtedness or other Obligations), advances or capital contributions (excluding commission, travel and entertainment, moving, and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Holdings, B&G Foods or any of their respective Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Holdings or B&G Foods such that, after giving effect to any such sale or disposition, such Person is no longer a direct or indirect Subsidiary of Holdings or B&G Foods, Holdings, B&G Foods, or such Subsidiary, as the case may be, shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

88

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and



(2)

any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds or Cash Equivalents received by B&G Foods or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of all costs relating to such Asset Sale (including, without limitation, legal, accounting, investment banking and brokers fees, and sales and underwriting commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness (other than Indebtedness under any Credit Facility) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "1997 Indenture" means the indenture, dated as of August 11, 1997, between B&G Foods and The Bank of New York, as trustee, under which the Series A notes and Series B notes were issued.

        "Obligations" means any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, B&G Foods or their Subsidiaries whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages (including Liquidated Damages), guarantees and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereof.

        "Permitted Business" means the lines of business conducted by B&G Foods on the date hereof and businesses reasonably related thereto.

        "Permitted Investments" means:

(1)

any Investment in B&G Foods or in a Wholly Owned Subsidiary of B&G Foods that is a Guarantor;



(2)

any Investment in Cash Equivalents;



(3)

any Investment by B&G Foods or any Subsidiary of B&G Foods in a Person engaged in a Permitted Business, if as a result of such Investment:



(a)

such Person becomes a Wholly Owned Subsidiary of B&G Foods and a Guarantor; or



(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, B&G Foods or a Wholly Owned Subsidiary of B&G Foods that is a Guarantor;




(4)

any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

89

(5)

any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Holdings;



(6)

other Investments by B&G Foods or any of its Subsidiaries in any Person having an aggregate fair market value (measured as of the date made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (6) that are at the time outstanding, not to exceed $4.0 million;



(7)

intercompany loans to the extent permitted by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(8)

loans by B&G Foods in an aggregate principal amount not exceeding $1.0 million to employees of B&G Foods or its Subsidiaries to finance the sale of Holdings Capital Stock by Holdings to such employees; provided that the net cash proceeds from such sales respecting such loaned amounts will not be included in the calculation described in clause (3) of the second paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Permitted Liens" means:

(1)

Liens on assets of B&G Foods or any of the Guarantors to secure Senior Debt permitted by the indenture to be incurred;



(2)

Liens on the assets of B&G Foods or any of the Guarantors to secure Hedging Obligations with respect to Indebtedness under any Credit Facility permitted by the indenture to be incurred;



(3)

Liens on property of a Person existing at the time such Person is merged into or consolidated with B&G Foods or any Subsidiary of B&G Foods; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with B&G Foods;



(4)

Liens on property existing at the time of acquisition thereof by B&G Foods or any Subsidiary of B&G Foods, provided that such Liens were in existence prior to the contemplation of such acquisition and only extend to the property so acquired;



(5)

Liens existing on August 11, 1997;



(6)

Liens to secure any Permitted Refinancing Indebtedness incurred to refinance any Indebtedness secured by any Lien referred to in the foregoing clauses (1) through (5), provided, however, that such new Lien shall be limited to all or part of the same property that secured the original Lien (provided that such Liens may extend to after-acquired property, including any assets or Capital Stock of any subsequently formed or acquired Subsidiary, if such original Lien included such property or assets as collateral) and the Indebtedness secured by such Lien at such time is not increased to any amount greater than permitted under clauses (1) and (12) of the Covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" in the case of Senior Debt under any Credit Facility, or, in the case of other Indebtedness, the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (1) through (5), as the case may be, at the time the original Lien became a permitted Lien;



(7)

Liens in favor of B&G Foods or any Wholly Owned Subsidiary that is a Guarantor;



(8)

Liens incurred in the ordinary course of business of B&G Foods or any Subsidiary of B&G Foods with respect to obligations that do not exceed $5.0 million in the aggregate at any one time outstanding and that (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business)

90

and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by B&G Foods or such Subsidiary;

(9)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, deposits to secure the performance of bids, trade contracts, government contracts, leases or licenses or other obligations of a like nature incurred in the ordinary course of business (including, without limitation, landlord Liens on leased properties);



(10)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently prosecuted, provided that any reserve or other appropriate provision as shall be required to conform with GAAP shall have been made therefor;



(11)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (5) of the second paragraph of the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness;



(12)

carriers', warehousemen's, mechanics', landlords' materialmen's, repairmen's or other like Liens arising in the ordinary course of business in respect of obligations not overdue for a period in excess of 60 days or which are being contested in good faith by appropriate proceedings promptly instituted and diligently prosecuted; provided that any reserve or other appropriate provision as shall be required to conform with GAAP shall have been made therefor;



(13)

easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in any case materially detract from the value of the property subject thereto or do not interfere with or adversely affect in any material respect the ordinary conduct of the business of B&G Foods and its Subsidiaries taken as a whole;



(14)

Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and other similar Liens arising in the ordinary course of business;



(15)

leases or subleases granted to third Persons not interfering with the ordinary course of business of Holdings, B&G Foods or any of their respective Subsidiaries;



(16)

Liens (other than any Lien imposed by ERISA or any rule or regulation promulgated thereunder) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, and other types of social security;



(17)

deposits, in an aggregate not to exceed $250,000, made in the ordinary course of business to secure liability to insurance carriers;



(18)

Liens for purchase money obligations (including refinancings thereof permitted under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"), provided that (a) the Indebtedness secured by any such Lien is permitted under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and (B) any such Lien encumbers only the asset so purchased;



(19)

any attachment or judgment Lien not constituting an Event of Default under clause (1) of the first paragraph of the section described above under the caption "—Events of Default and Remedies";



(20)

any interest or title of a lessor or sublessor under any operating lease; and

91

(21)

Liens under licensing agreements for use of Intellectual Property entered into in the ordinary course of business.

        "Permitted Refinancing Indebtedness" means any Indebtedness of B&G Foods or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of B&G Foods or any of its Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the amount permitted by clause (1) of the second paragraph under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," plus accrued and unpaid interest thereon in the case of the Credit Agreement, or the principal amount of (or accreted value, if applicable), plus accrued and unpaid interest on, any other Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;



(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and



(4)

such Indebtedness is incurred either by B&G Foods or a Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Public Equity Offering" means any underwritten primary public offering of the Common Stock or other Voting Stock of B&G Foods or Holdings, pursuant to an effective registration statement (other than a registration statement on Form S-4, Form S-8, or any successor or similar form) under the Securities Act.

        "Representative" means the administrative agent under the Credit Agreement or its successor thereunder or any similar agent for any Designated Senior Debt.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Series A notes" means the 9⁵/8% Senior Subordinated Notes due 2007 of B&G Foods issued in August 1997.

        "Series B notes" means the 9⁵/8% Senior Subordinated Notes due 2007 of B&G Foods issued in February 1998 in exchange for the Series A notes.

        "Series C notes" means the 9⁵/8% Senior Subordinated Notes of B&G Foods due 2007 issued in March 2002.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the

92

Credit Agreement or other original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person; and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or an entity described in clause (1) and related to such Person or (b) the only general partners of which are such Person or one or more entities described in clause (1) and related to such Person (or any combination thereof).

        "Subsidiary Guarantee" means the Guarantee of the notes by each of the Guarantors pursuant to Article 11 of the indenture and in the form of Guarantee endorsed on the form of note attached as Exhibit A to the indenture and any additional Guarantee of the notes to be executed by any Subsidiary of B&G Foods pursuant to the covenant described above under the caption "—Certain Covenants—Additional Subsidiary Guarantees."

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Subsidiary" means a Subsidiary, 100% of the outstanding Capital Stock and other Equity Interests of which is directly or indirectly owned by B&G Foods or Holdings.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain United States federal income and estate tax considerations relating to the purchase, ownership, exchange and disposition of the notes by holders thereof, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated under the Internal Revenue Code, administrative rulings and judicial decisions as of the date hereof. These authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and we cannot assure you that the Internal Revenue Service will agree with such statements and conclusions.

        This summary assumes that the notes are held as capital assets and holders purchased the notes upon their initial issuance at the notes' initial offering price. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this

93

discussion does not address all tax considerations that may be applicable to holders' particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

•

holders subject to the alternative minimum tax;



•

banks, insurance companies, or other financial institutions;



•

tax-exempt organizations;



•

dealers in securities or commodities;



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;



•

holders whose "functional currency" is not the United States dollar;



•

persons that will hold the notes as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction transaction; or



•

persons deemed to sell the notes under the constructive sale provisions of the Internal Revenue Code.



•

If a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the notes.

This summary of certain United States federal tax considerations is for general information only and is not tax advice. This section does not purport to deal with all aspects of federal income taxation that may be relevant to your investment in the notes or your decision to exchange the existing notes for new notes. You are urged to consult your tax advisor with respect to the application of United States federal income tax laws to your particular situation as well as any tax consequences arising under the United States federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Consequences to United States Holders

        The following is a summary of the United States federal tax consequences that will apply to you if you are a United States holder of the notes. Certain consequences to "non-United States holders" of the notes are described under "Consequences to Non-United States Holders" below. "United States holder" means a beneficial owner of a note that is:

•

a citizen or resident of the United States, as determined for federal income tax purposes;



•

a corporation created or organized in or under the laws of the United States or any political subdivision of the United States;



•

an estate the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust that (1) is subject to the supervision of a court within the United States and the control of one or more United States persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

Payments of Interest

        Stated interest on the notes will generally be taxable to you as ordinary income at the time it is paid or accrues in accordance with your method of accounting for tax purposes.

94

Disposition of Notes

        Upon the sale, exchange, redemption or other disposition of a note, you generally will recognize taxable gain or loss equal to the difference between (i) the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued but unpaid interest, which is treated as interest as described above) and (ii) your adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal the cost of the note to such holder less any principal payments received by such holder.

        Gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, the U.S. holder's holding period for the note is more than 12 months. The maximum federal long-term capital gain rate is 20% for noncorporate U.S. holders (18% if the note is held for more than five years) and 35% for corporate U.S. holders. The deductibility of capital losses by U.S. holders is subject to limitations.

Exchange Offer

        In satisfaction of the registration rights of the holders of Series C notes as provided for herein, we are offering to exchange exchange new notes for the existing notes. Because the new notes should not differ materially in kind or extent from the existing notes, your exchange of existing notes for new notes should not constitute a taxable disposition of the notes for United States federal income tax purposes. As a result, you should not recognize taxable income, gain or loss on such exchange, your holding period for the new notes should generally include the holding period for the existing notes so exchanged, your adjusted tax basis in the new notes should generally be the same as your adjusted tax basis in the existing notes so exchanged, and the federal income tax consequences associated with owning the notes will continue to apply to the new notes.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to certain payments of principal and interest on and the proceeds of certain sales of notes unless you are an exempt recipient. A backup withholding tax will apply to such payments if you fail to provide your taxpayer identification number or certification of exempt status or have been notified by the Internal Revenue Service that payments to you are subject to backup withholding.

        Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against your United States federal income tax liability provided the required information is properly furnished to the Internal Revenue Service on a timely basis.

Consequences to Non-United States Holders

        The following is a summary of the United States federal tax consequences that will apply to you if you are a non-United States holder of notes. The term "non-United States holder" means a beneficial owner of a note that is not a United States holder.

        Special rules may apply to certain non-United States holders such as "controlled foreign corporations," "passive foreign investment companies" and "foreign personal holding companies." Such entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

95

Payment of Interest

        The 30% United States federal withholding tax will not apply to any payment to you of interest on a note provided that:

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code;



•

you are not a controlled foreign corporation that is related to us through stock ownership;



•

you are not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Internal Revenue Code; and



•

(a) you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an Internal Revenue Service Form W-8BEN) or (b) a securities clearing organization, bank, or other financial institution that holds customers' securities in the ordinary course of its business holds the note on your behalf and certifies, under penalties of perjury, that it has received Internal Revenue Service Form W-8BEN from you or from another qualifying financial institution intermediary, and provides a copy of the Internal Revenue Service Form W-8BEN. If the notes are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

        If you cannot satisfy the requirements described above, payments of interest will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

        If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will be required to pay United States federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax provided the certification requirement described above is met) in the same manner as if you were a United States person as defined under the Internal Revenue Code, except as otherwise provided by an applicable tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest will be included n the earnings and profits of such foreign corporation.

Sale, Exchange or Other Taxable Disposition of Notes

        Any gain realized upon the sale, exchange or other taxable disposition of a note (except with respect to accrued and unpaid interest, which would be taxable as described above) generally will not be subject to United States federal income tax unless:

•

that gain is effectively connected with your conduct of a trade or business in the United States;



•

you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or



•

you are subject to Internal Revenue Code provisions applicable to certain United States expatriates.

96

        A holder described in the first bullet point above will be required to pay United States federal income tax on the net gain derived from the sale, except as otherwise required by an applicable tax treaty, and if such holder is a foreign corporation, it may also be required to pay a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. A holder described in the second bullet point above will be subject to a 30% United States federal income tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the holder is not considered a resident of the United States.

United States Federal Estate Tax

        The United States federal estate tax will not apply to the notes owned by you at the time of your death, provided that (1) you do not own actually or constructively 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Internal Revenue Code and the Treasury Regulations) and (2) interest on the note would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Information Reporting and Backup Withholding

        The amount of interest paid to you on the note and the amount of tax withheld, if any, will generally be reported to you and the Internal Revenue Service. You will generally not be subject to backup withholding with respect to payments that we make to you provided that you have made appropriate certifications as to your foreign status, or you otherwise establish an exemption.

        You will generally not be subject to backup withholding or information reporting with respect to any payment of the proceeds of the sale of a note effected outside the United States by a foreign office of foreign "broker" (as defined in applicable Treasury Regulation), provided that such broker:

•

derives less than 50% of its gross income for certain periods from the conduct of a trade or business in the United States,



•

is not a controlled foreign corporation for United States federal income tax purposes, and



•

is not a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a United States trade or business.

        You will be subject to information reporting, but not backup withholding, with respect to any payment of the proceeds of a sale of a note effected outside the United States by a foreign office of any other broker unless such broker has documentary evidence in its records that you are not a United States person and certain other conditions are met, or you otherwise establish an exemption. You will be subject to backup withholding and information reporting with respect to any payment of the proceeds of a sale of a note effected by the United States office of a broker unless you properly certify under penalties of perjury as to your foreign status and certain other conditions are met or you otherwise establish an exemption.

        Currently applicable Treasury Regulations establish reliance standards with regard to the certification requirements described above.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is properly furnished to the Internal Revenue Service on a timely basis.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for existing notes where such existing notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the effective date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until August 7, 2002 (90 days after the date of this prospectus), all dealers effecting transactions in the new notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market price or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of one year after the effective date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the existing notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the existing notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

        Each broker-dealer that receives new notes are required to deliver a prospectus in connection with any resale of such note.

        Each broker-dealer that acquired existing notes as a result of market making or other trading activities may use the exchange offer prospectus, as supplemented or amended for resales of new notes.

        Broker-dealers that acquired the existing notes directly from us in the initial offering and not as a result of market making or trading activities cannot use the prospectus for the exchange offer in connection with resales of the new notes and, absent an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resale of the new notes and cannot rely on the position of the staff in Exxon Capital Holdings Corporation (April 13, 1989).

LEGAL MATTERS

        The validity of the new notes offered hereby will be passed upon for us by Dechert, New York, New York.

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EXPERTS

        The consolidated financial statement and schedule of B&G Foods, Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We are required to file periodic reports and other information with the Securities and Exchange Commission pursuant to the informational requirements of the Exchange Act. In the event we cease to be subject to the informational requirements of the Exchange Act, we have agreed that, so long as any notes remain outstanding, we will file with the SEC (but only if the SEC at such time is accepting such voluntary filings) and distribute to holders of the notes, copies of the financial information that would have been contained in the annual reports and quarterly reports, including management's discussion and analysis of financial condition and results of operations, that would have been required to be filed with the SEC pursuant to the Exchange Act. We will also furnish such other reports as we may determine or as may be required by law.

        Our filings with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1.800.SEC.0330 for further information relating to the public reference rooms. Copies of our filings may be obtained at the prescribed rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains certain reports and other information regarding our company.

        This prospectus, which constitutes a part of a registration statement on Form S-4 filed by us with the SEC under the Securities Act, omits certain information contained in the registration statement. Accordingly, you should refer to the registration statement and its exhibits for further information with respect to us and the new notes offered for exchange. Furthermore, statements contained in this prospectus regarding any contract or other document are not necessarily complete, and, in each instance, you should refer to the copy of the contract or other document filed with the SEC as an exhibit to the registration statement.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Independent Auditors' Report	F-2
Consolidated Balance Sheets as of December 29, 2001 and December 30, 2000	F-3
Consolidated Statements of Operations for the years ended December 29, 2001, December 30, 2000 and January 1, 2000	F-4
Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 30, 2000 and January 1, 2000	F-5
Notes to Consolidated Financial Statements	F-6
Schedule II—Valuation and Qualifying Accounts	F-25

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholder
B&G Foods, Inc.:

        We have audited the accompanying consolidated balance sheets of B&G Foods, Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and the related consolidated statements of operations and cash flows for the years ended December 29, 2001, December 30, 2000 and January 1, 2000. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of B&G Foods, Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and the results of their operations and their cash flows for the years ended December 29, 2001, December 30, 2000 and January 1, 2000, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Short Hills, New Jersey
February 20, 2002

F-2

B&G FOODS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

			Dec. 29, 2001		Dec. 30, 2000
Assets
Current assets:
	Cash and cash equivalents		$	15,055	$	13,433
	Trade accounts receivable, less allowance for doubtful accounts of $455 and $465 in 2001 and 2000, respectively			21,621		24,171
	Inventories			66,142		63,626
	Prepaid expenses			1,790		2,114
	Net assets held for sale			—		20,685
	Deferred income taxes			1,672		1,279
		Total current assets		106,280		125,308
	Property, plant and equipment, net			36,431		38,275
	Intangible assets, net			275,100		283,666
	Other assets			8,195		9,767
		Total assets	$	426,006	$	457,016
Liabilities and Stockholder's Equity
Current liabilities:
	Current installments of long-term debt			17,436		16,009
	Trade accounts payable			21,256		24,781
	Accrued expenses			17,494		15,267
	Due to related party			208		208
		Total current liabilities		56,394		56,265
	Long-term debt			271,839		313,314
	Other liabilities			236		149
	Deferred income taxes			34,701		30,500
		Total liabilities		363,170		400,228
Stockholder's equity:
	Common stock, $.01 par value per share. Authorized 1,000 shares; issued and outstanding 1 share in 2001 and 2000			—		—
	Additional paid-in capital			56,392		56,342
	Retained earnings			6,444		446
		Total stockholder's equity		62,836		56,788
Commitments and contingencies (notes 6 and 12)
		Total liabilities and stockholder's equity	$	426,006	$	457,016

See accompanying notes to consolidated financial statements.

F-3

B&G FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars in thousands)

			Year ended Dec. 29, 2001			Year ended Dec. 30, 2000			Year ended Jan. 1, 2000
Net sales			$	332,433		$	351,416		$	336,112
Cost of goods sold				192,525			200,651			196,184
		Gross profit		139,908			150,765			139,928
Sales, marketing and distribution expenses				87,576			100,711			91,120
General and administrative expenses				14,120			12,957			13,802
Management fees-related party				500			500			450
Environmental clean-up				950			—			—
Special charge-severance				—			250			—
		Operating income		36,762			36,347			34,556
Other expense:
	Gain on sale of assets			(3,112	)		—			—
	Interest expense—related party			—			—			15
	Interest expense			29,847			36,073			29,859
		Income before income tax expense		10,027			274			4,682
Income tax expense				4,029			1,559			2,429
		Net income (loss)	$	5,998		$	(1,285	)	$	2,253

See accompanying notes to consolidated financial statements.

F-4

B&G FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

				Year ended Dec. 29, 2001			Year ended Dec. 30, 2000			Year ended Jan. 1, 2000
Cash flows from operating activities:
	Net income (loss)			$	5,998		$	(1,285	)	$	2,253
		Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				14,290			15,754			15,148
	Amortization of deferred debt issuance costs				1,972			1,843			1,477
	Deferred income tax expense (benefit)				3,832			2,150			(268	)
	Gain from sale of property, plant and equipment				(3,112	)		(93	)		—
	Provision for doubtful accounts				118			128			596
	Changes in assets and liabilities, net of effects from businesses acquired and net assets held for sale:
			Trade accounts receivable		2,432			1,553			(10,792	)
			Inventories		(2,788	)		5,722			(5,026	)
			Prepaid expenses and other current assets		303			(13	)		(651	)
			Other assets		(400	)		(9	)		(53	)
			Trade accounts payable		(3,525	)		1,141			6,132
			Accrued expenses		2,227			(2,790	)		4,851
			Due to related party		—			—			(497	)
			Other liabilities		87			98			51
	Net cash provided by operating activities				21,434			24,199			13,221
Cash flows from investing activities:
	Paid for acquisitions				—			—			(224,700	)
	Capital expenditures				(3,904	)		(5,891	)		(5,500	)
	Net cash received for sale of assets				24,090			—			—
	Proceeds from sales of property, plant and equipment				—			211			—
			Net cash provided by (used in) investing activities		20,186			(5,680	)		(230,200	)
Cash flows from financing activities:
	Payments of long-term debt				(40,048	)		(11,569	)		(24,264	)
	Proceeds from issuance of long-term debt				—			—			220,000
	Proceeds from issuance of equity and capital contributions				50			—			35,000
	Payments of debt issuance costs				—			(1,262	)		(6,611	)
			Net cash (used in) provided by financing activities		(39,998	)		(12,831	)		224,125
			Increase in cash and cash equivalents		1,622			5,688			7,146
Cash and cash equivalents at beginning of period					13,433			7,745			599
Cash and cash equivalents at end of period				$	15,055		$	13,433		$	7,745
Supplemental disclosure of cash flow information-cash paid for:
	Interest			$	29,966		$	34,104		$	26,093
	Income taxes			$	271		$	652		$	2,179

See accompanying notes to consolidated financial statements.

F-5

B&G FOODS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 29, 2001 and December 30, 2000

(Dollars in thousands)

(1)    Business Acquisitions and Nature of Operations

Organization and Acquisition

        B&G Foods, Inc. and subsidiaries (the "Company") is a wholly-owned subsidiary of, B&G Foods Holdings Corp. ("Holdings"), which in turn is majority owned by Bruckmann, Rosser, Sherrill and Co., L.P. ("BRS"), a private equity investment firm, and minority owned by management and certain other investors.

Nature of Operations

        The Company operates in one industry segment, the manufacturing, selling and distribution of branded, shelf-stable food products. The Company's products include pickles, peppers, jams and jellies, canned meats and beans, spices, syrups, hot sauces, maple syrup, salad dressings and other specialty food products which are sold to retailers and food service establishments. The Company distributes these products to retailers in the greater New York metropolitan area through a direct-store-organization sales and distribution system and elsewhere in the United States through a nationwide network of independent brokers and distributors. Sales of a number of the Company's products tend to be seasonal; however, in the aggregate, the Company's sales are not heavily weighted to any particular quarter. Sales during the first quarter of the fiscal year are generally below that of the following three quarters.

Business and Credit Concentrations

        The Company's exposure to credit loss in the event of non-payment of accounts receivable by customers is represented in the amount of those receivables. The Company performs ongoing credit evaluations of its customers' financial condition. As of December 29, 2001, the Company does not believe it has any significant concentration of credit risk with respect to its trade accounts receivable. The Company had no customers in fiscal 2001, 2000 or 1999, that exceeded 10% of consolidated net sales.

Acquisitions and Dispositions

        On February 5, 1999, the Company acquired certain assets of the Polaner and related brands (collectively, "Polaner") from International Home Foods, Inc. for approximately $30,574, including transaction costs (the "Polaner Acquisition"). Financing for the Polaner Acquisition and certain related transaction fees and expenses was provided by borrowings from the Company's then-existing $50,000 senior secured credit facility.

        On March 15, 1999, through a subsidiary, the Company acquired the assets of The Heritage Portfolio of Brands from The Pillsbury Company, Indivined B.V. and IC Acquisition Corp. for approximately $194,126, including transaction costs (the "Heritage Brands Acquisition"). In connection with this transaction, the Company entered into a $280,000 senior secured credit facility (the "Senior Secured Credit Facility"). The borrowings under the Senior Secured Credit Facility, 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 then existing $50,000 senior secured credit facility.

F-6

        The acquisitions described above 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 their estimated useful lives on a straight-line basis of 40 and 30-32 years, respectively.

        The costs of the Polaner Acquisition and the Heritage Brands Acquisition as of the dates of acquisition were allocated to tangible and intangible assets as follows:

Property, plant and equipment	$	15,100
Intangible assets-trademarks		128,600
Intangible assets-goodwill		72,318
Other assets, principally net current assets		25,152
Deferred income tax liabilities, net		(16,470	)
	$	224,700

        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. Burns & Ricker generated sales of $26.4 million and $27.3 million during fiscal 2000 and 1999, respectively.

Pro Forma Summary of Operations

        The following unaudited pro forma summary of operations for the fiscal year ended January 1, 2000 presents the results of operations of the Company as if the Polaner Acquisition and Heritage Brands Acquisition had occurred as of the beginning of such fiscal year. In addition to including the results of operations of such acquisitions, the unaudited pro forma information gives effect primarily to interest on additional borrowings and changes in depreciation and amortization of intangible assets. Pro forma results effecting the B&R Disposition are not presented, as Burns & Ricker was not a significant subsidiary of the Company.

	Year ended Jan. 1, 2000
Net sales	$	362,101
Net income	$	4,664

        The unaudited pro forma information presented above does not purport to be indicative of the results that actually would have been attained if such acquisitions, and related financing transactions

F-7

had occurred at the beginning of the year presented and is not intended to be a projection of future results.

Special Charge—Severance

        During the second quarter of 2000, the Company recorded a severance charge of $0.3 million. As part of the severance arrangements, 13 employees were terminated. At December 30, 2000, all amounts related to such severance charges were paid.

(2)    Summary of Significant Accounting Policies

(a)    Fiscal Year and Basis of Presentation

        The Company utilizes a 52 week fiscal year ending on the Saturday closest to December 31.

        The financial statements are presented on a consolidated basis. All significant intercompany balances and transactions have been eliminated.

(b)    Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, all highly liquid debt instruments with original maturities of three months or less are considered to be cash and cash equivalents.

(c)    Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out and average cost methods.

(d)    Property, Plant and Equipment

        Property, plant, and equipment are stated at cost. Plant and equipment under capital leases are stated at the present value of minimum lease payments. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally 12 to 20 years for buildings and improvements, 5 to 10 years for machinery and equipment, and 3 to 5 years for office furniture and vehicles. Plant and equipment held under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized.

(e)    Intangible Assets

        Intangible assets consist of goodwill and trademarks. Goodwill is amortized on a straight-line basis over 40 years. Trademarks are amortized on a straight-line basis over 31 to 40 years. The Company assesses the recoverability of the intangible assets by determining whether the amortization of the intangible assets over their remaining lives can be recovered through undiscounted future operating cash flows. The amount of impairment, if any, is measured based on projected discounted future

F-8

operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of intangible assets will be impacted if estimated future operating cash flows are not achieved.

(f)    Deferred Debt Issuance Costs

        Deferred debt issuance costs are amortized using the straight-line method over the term of the related debt agreements and are classified as other non-current assets. Amortization of deferred debt issuance costs for fiscal years 2001, 2000 and 1999 was $1,972, $1,843 and $1,477, respectively.

(g)    Revenue Recognition

        Revenues are recognized when products are shipped. In accordance with the provisions of Emerging Issues Task Force Issue 00-10, Accounting for Shipping and Handling Fees and Costs, the Company reports all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold.

(h)    Advertising Costs

        Advertising costs are expensed as incurred. Advertising costs amounted to approximately $1,337, $2,469 and $2,641 during the fiscal years 2001, 2000 and 1999, respectively.

(i)    Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of the Company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(j)    Pension Plans

        The Company has defined benefit pension plans covering substantially all of its employees. The Company's funding policy is to contribute annually the amount recommended by its actuaries.

(k)    Fair Value of Financial Instruments

        Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value due to the short-term nature of these instruments. The fair value of the $120,000 Senior Subordinated

F-9

Notes at December 29, 2001, based on quoted market prices, was $116,400. The carrying value of the Company's remaining borrowings approximates the fair value based on the current rates available to the Company for similar instruments.

(l)    Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the management's estimates.

(m)    Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

        The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company considers various valuation factors (principally, discounted cash flows) to assess the fair values of long-lived assets. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell.

(n)    Statements of Cash Flows-Noncash Financing and Investing Activities

        Capital lease obligations of $460 were incurred during fiscal year 1999 when the Company entered into leases for new machinery and equipment. No capital lease obligations were entered into in fiscal 2001 or 2000.

(o)    Recent Accounting Pronouncements

        The Emerging Issues Task Force (EITF) has reached a consensus with respect to the issue of "Accounting for Certain Sales Incentives," including point of sale coupons, rebates and free merchandise. The consensus 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 $1.4 million, $2.5 million and $2.8 million in fiscal 2001, 2000 and 1999, respectively. The implementation of the EITF consensus will impact the classification of expenses in the consolidated statement of operations, but will not have any effect on

F-10

the Company's net income (loss). The Company includes free merchandise in cost of goods sold as required by the new EITF consensus.

        In April 2001, the EITF reached a consensus with respect to EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services." The consensus 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. 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. Such reclassification will reduce sales and gross margin, but will have no impact on operating income or net earnings. The Company is currently evaluating the impact of adoption of this EITF consensus. While the Company has not completed the significant effort involved in analyzing the effect of adopting this EITF, management believes that such expenses to be reclassified as a reduction of net sales and a decrease in sales, marketing and distribution expenses will be approximately 11% to 14% of net sales in each period.

        In July 2001, the FASB issued Statement No. 141, "Business Combinations" and Statement No. 142, "Goodwill and Other Intangible Assets." Statement No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement No. 141 also specifies the criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. Statement No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement No. 142. Statement No. 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

        The Company was required to adopt the provisions of Statement No. 141 immediately, and Statement No. 142 effective December 30, 2001. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combination completed after June 30, 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement No. 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of Statement No. 142.

        Statement No. 141 will require, upon adoption of Statement No. 142, that the Company evaluate its existing intangible assets and goodwill that were acquired in a prior purchase business combination, and to make any necessary reclassifications in order to conform with the new criteria in Statement No. 141 for recognition apart from goodwill. Upon adoption of Statement No. 142, the Company will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments by the end of the first

F-11

interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, the Company will be required to test the intangible asset for impairment in accordance with the provisions of Statement No. 142 within the first interim period. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period.

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

        As of the date of adoption, the Company expects to have unamortized goodwill in the amount of $112.3 million, and unamortized identifiable intangible assets (trademarks) in the amount of $162.8 million, all of which will be subject to the transition provisions of Statements 141 and 142. Amortization expense related to goodwill was $3.1 million and $3.8 million for the fiscal 2001 and 2000, respectively. Amortization expense related to trademarks was $5.4 million and $5.7 million for fiscal 2001 and 2000. Because of the extensive effort needed to comply with adopting Statements 141 and 142, the Company has not finalized its assessment of the impact of adopting these Statements on the Company's consolidated financial statements at this time, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. However, based upon its initial analysis, the Company believes that the adoption of Statements 141 and 142 will not have a material effect on the consolidated financial statements other than the nonamortization of goodwill and other identifiable intangible assets (beginning upon adoption) deemed to have an indefinite useful life.

F-12

(3)    Inventories

        Inventories consists of the following:

	Dec. 29, 2001		Dec. 30, 2000
Raw materials and packaging	$	15,035	$	16,613
Work in process		2,041		1,738
Finished goods		49,066		45,275
	$	66,142	$	63,626

(4)    Property, Plant and Equipment

        Property, plant and equipment, net consists of the following:

	Dec. 29, 2001		Dec. 30, 2000
Land	$	2,880	$	2,879
Buildings and improvements		13,720		13,654
Machinery and equipment		33,590		30,256
Office furniture and vehicles		5,791		5,282
Leased property under capital leases		1,837		1,837
Construction-in-progress		2		8
		57,820		53,916
Less accumulated depreciation and amortization		21,389		15,641
	$	36,431	$	38,275

        Plant and equipment includes amounts under capital leases as follows:

	Dec. 29, 2001		Dec. 30, 2000
Machinery and equipment	$	591	$	591
Office furniture and vehicles		1,246		1,246
		1,837		1,837
Less accumulated amortization		1,308		1,181
	$	529	$	656

        Amortization of assets held under capital leases is included with depreciation expense.

F-13

(5)    Intangible Assets

        Intangible assets consists of the following:

	Dec. 29, 2001		Dec. 30, 2000
Goodwill	$	123,043	$	123,067
Trademarks		180,226		180,226
		303,269		303,293
Less accumulated amortization		28,169		19,627
	$	275,100	$	283,666

(6)    Leases

        The Company has several noncancelable operating leases, primarily for its corporate headquarters, warehouses, transportation equipment and machinery. These leases generally require the Company to pay all executory costs such as maintenance, taxes and insurance.

        Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) for the periods set forth below are as follows:

Years ended December:
	2002	$	3,079
	2003		2,422
	2004		2,154
	2005		1,691
	2006		1,432
	Thereafter		3,597
		$	14,375

F-14

        Future minimum capital lease payments (included in long-term debt) as of December 29, 2001 are as follows:

Years ended December 31:
	2002	$	163
	2003		81
	2004		97
	Total minimum lease payments		341
Less amount representing interest (at 9% to 13%)			28
	Present value of net minimum capital lease payments		313
Less current installments of obligations under capital leases			146
	Obligations under capital leases, excluding current installments (included in long-term debt)	$	167

        Total rental expense was $3,116, $3,400 and $2,275 for the fiscal years 2001, 2000 and 1999, respectively.

        The Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company under an operating lease which expires in April 2009. Total rent expense associated with this lease for the fiscal years 2001, 2000 and 1999 was $769, $769 and $639, respectively.

(7)    Long-term Debt

        Long-term debt consists of the following:

		Dec. 29, 2001		Dec. 30, 2000
Revolving credit facility		$	—	$	—
Term Loan A			38,301		58,750
Term Loan B			130,661		150,000
9.625% Senior Subordinated Notes due August 1, 2007			120,000		120,000
Obligations under capital leases with interest at 9% to 13% collateralized by certain machinery, equipment and vehicles			313		573
	Total long-term debt		289,275		329,323
Less current installments			17,436		16,009
	Long-term debt, excluding current installments	$	271,839	$	313,314

        The Senior Secured Credit Facility is comprised of a $60,000 five-year revolving credit facility (the "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"). Interest on the Senior Secured Credit Facility is determined based on several alternative rates as stipulated in the Senior Secured Credit Facility, including the base lending rate per annum plus

F-15

an applicable margin or LIBOR plus an applicable margin. At December 29, 2001 the interest rate for Term Loan A and Term Loan B was 7.31% and 6.17% to 7.56%, respectively. At December 30, 2000 the interest rate for Term Loan A and Term Loan B was 10.41% and 10.72%, respectively. The Senior Secured Credit Facility is secured by substantially all of the Company's assets. The Senior Secured Credit Facility also 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 earnings before interest, taxes, depreciation and amortization ("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.

        The Revolving Credit Facility requires an annual commitment fee of an amount equal to 0.60% of the average daily unused portion of the Revolving Credit Facility. The Revolving Credit Facility also provides a maximum commitment for letters of credit of $5,000. At December 29, 2001 and December 30, 2000, letters of credit of approximately $1,015 and $1,343, respectively, have been issued under the Revolving Credit Facility.

        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 indentures for the Notes contains certain covenants that, among other things, limit the ability of the Company to incur additional debt, issue preferred stock, pay dividends or make certain other restricted payments, enter into transactions with affiliates, make certain asset dispositions, merge or consolidate with, or transfer substantially all of its assets to, another person, as defined, encumber assets under certain circumstances, restrict dividends and other payments from subsidiaries, engage in sale and leaseback transactions, issue capital stock, as defined, or engage in certain business activities.

        The Notes are redeemable at the option of the Company, in whole or in part, at any time on or after August 1, 2002 at 104.813% of their principal amount plus accrued and unpaid interest and Liquidated Damages, as defined, if any, beginning August 1, 2002, and thereafter at prices declining annually to 100% on or after August 1, 2005. Upon the occurrence of a Change in Control, as defined, the Company will have the option, at any time on or prior to August 1, 2002, to redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount plus the Applicable Premium, as defined, plus accrued and unpaid interest and Liquidated Damages, as defined, if any, to the date of redemption, and if the Company does not so redeem the Notes or if such Change in Control, as defined, occurs after August 1, 2002, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount, together with accrued and unpaid interest and Liquidated Damages, as defined, if any, to the date of repurchase. The Notes are not subject to any sinking fund requirements.

F-16

        B&G Foods, Inc. has no assets or operations independent of its subsidiaries. All of B&G Foods, Inc.'s subsidiaries (the "Guarantors") are wholly owned, and all of B&G Foods, Inc.'s subsidiaries jointly and severally, and fully and unconditionally, guarantee the Notes (the "Subsidiary Guarantees"). Consequently, separate financial statements have not been presented for the guarantor subsidiaries because management has determined that they would not be material to investors. The Subsidiary Guarantee of each Guarantor is subordinate to the prior payment in full of all Senior Debt, as defined. As of December 29, 2001, B&G Foods, Inc. and its subsidiaries had Senior Debt and additional liabilities (including trade payables, accrued expenses, amounts due to related parties, deferred income taxes and other liabilities) aggregating approximately $363.2 million.

        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.

        At December 29, 2001 and December 30, 2000, accrued interest of $7,222 and $9,313, respectively, was included in accrued expenses in the accompanying consolidated balance sheets.

        The aggregate maturities of long-term debt are as follows:

Years ended December:
	2002	$	17,436
	2003		18,455
	2004		51,967
	2005		65,002
	2006		16,415
	Thereafter		120,000
		$	289,275

F-17

(8)    Income Tax Expense

        Income tax expense consists of the following:

		Year ended Dec. 29, 2001		Year ended Dec. 30, 2000			Year ended Jan. 1, 2000
Current:
	Federal	$	54	$	(764	)	$	2,071
	State		168		245			765
			222		(519	)		2,836
Deferred:
	Federal		2,995		1,346			(163	)
	State		812		732			(244	)
			3,807		2,078			(407	)
		$	4,029	$	1,559		$	2,429

        Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal income tax rate of 34% to income before income tax expense) as a result of the following:

	Year ended Dec. 29, 2001			Year ended Dec. 30, 2000			Year ended Jan. 1, 2000
Computed expected tax expense	$	3,409		$	93		$	1,592
State income taxes, net of federal income tax benefit		647			645			344
Nondeductible expenses, principally amortization of goodwill		855			666			572
Change in valuation allowance for deferred income taxes allocated to income tax expense		—			415			(34	)
Gain on sale of assets		(844	)		—			—
Other		(38	)		(260	)		(45	)
	$	4,029		$	1,559		$	2,429

F-18

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

			Dec. 29, 2001			Dec. 30, 2000
Deferred tax assets:
	Accounts receivable, principally due to allowance		$	44		$	48
	Inventories, principally due to additional costs capitalized for tax purposes			691			758
	Accruals and other liabilities not currently deductible			1,386			2,206
	Net operating loss carryforwards			3,586			5,051
	Deferred financing costs			347			561
		Total gross deferred tax assets		6,054			8,624
	Less valuation allowance			(1,282	)		(1,282	)
		Net deferred tax assets		4,772			7,342
Deferred tax liabilities:
	Plant and equipment			(3,817	)		(2,293	)
	Intangible assets			(33,984	)		(38,200	)
		Total deferred tax liabilities		(37,801	)		(40,493	)
		Net deferred tax liability	$	(33,029	)	$	(33,151	)

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 29, 2001 and December 30, 2000. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The valuation allowance at December 29, 2001 and December 30, 2000 of $1,282 and $1,282, respectively, represents the allowance for certain fully reserved state net operating loss carryforwards of $22,773 and $21,449, respectively, which are available to offset future state taxable income, if any, through 2007. The Company established a valuation allowance for the deferred tax assets associated with state net operating loss carryforwards at December 29, 2001 because management believes that based upon historical and projected state taxable income, it is not more likely than not that the deferred tax asset related to such net operating loss carryforwards will be realized. Any future utilization of acquired state net operating loss carryforwards will result in an adjustment to goodwill to the extent it reduces the valuation

F-19

allowance. The change in the valuation allowance in fiscal 2000 was primarily due to a net increase of state net operating loss carryforwards.

        At December 29, 2001, the Company has net operating loss carryforwards for federal income tax purposes of $9,927 which are available to offset future federal taxable income, if any, through 2020. As a result of the acquisitions described in note 1, the annual utilization of the net operating loss carryforwards acquired is limited under certain provisions of the Internal Revenue Code.

(9)    Pension Benefits

        The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service and the employee's compensation, as defined. The Company makes annual contributions to the plans equal to the maximum amount that can be deducted for income tax purposes. The following table sets forth the Company's defined benefit pension plans'

F-20

benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets:

	Dec. 29, 2001			Dec. 30, 2000
Change in benefit obligation
Benefit obligation at beginning of period	$	7,582		$	6,917
Actuarial gain (loss)		847			(178	)
Service cost		652			552
Interest cost		601			522
Benefits paid		(267	)		(231	)
Benefit obligation at end of period		9,415			7,582
Change in plan assets
Fair value of plan assets at beginning of period		6,196			6,250
Actual (loss) return on plan assets		(333	)		29
Employer contributions		144			148
Benefits paid		(267	)		(231	)
Fair value of plan assets at end of period		5,740			6,196
Funded status		(3,675	)		(1,386	)
Unrecognized prior service cost		6			7
Unrecognized net actuarial loss (gain)		124			(1,625	)
Accrued pension cost	$	(3,545	)	$	(3,004	)
Amount recognized in the consolidated balance sheet
Accrued benefit cost at beginning of period	$	(3,004	)	$	(2,697	)
Net periodic pension cost		(685	)		(455	)
Contributions		144			148
Accrued pension cost at end of period	$	(3,545	)	$	(3,004	)
Weighted-average assumptions as of December 29, 2001 and December 30, 2000
Discount rate		7.25	%		7.50	%
Rate of compensation increase		4.00	%		4.50	%
Expected long-term rate of return		8.50	%		8.50	%

        Plan assets are invested primarily in government securities and mutual funds.

F-21

        Net periodic cost includes the following components:

		Year ended Dec. 29, 2001			Year ended Dec. 30, 2000			Year ended Jan. 1, 2000
Service cost-benefits earned during the period		$	652		$	552		$	562
Interest cost on projected benefit obligation			601			522			504
Expected return on plan assets			(515	)		(521	)		(496	)
Net amortization and deferral			(53	)		(98	)		—
	Net pension cost	$	685		$	455		$	570

        The Company sponsors several defined contribution plans covering substantially all of its employees. Employees may contribute to these plans and these contributions are matched at varying amounts by the Company. Company contributions for the matching component of these plans amounted to $453, $468 and $426 for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000, respectively. During fiscal 2000, the Company became a member of a multi-employer pension plan. Pension expenses incurred in fiscal 2001 and fiscal 2000 relating to such plan was $390 and $146, respectively.

(10)    Changes in Stockholder's Equity

        The changes in stockholder's equity for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000 are as follows:

	Common Stock
				Additional paid-in capital	Retained earnings (accumulated deficit)
	Shares	Amount					Total
Balance at Jan. 2, 1999	1	$	—	21,342	(522	)	20,820
Net income	—		—	—	2,253		2,253
Capital contribution	—		—	35,000	—		35,000
Balance at Jan. 1, 2000	1		—	56,342	1,731		58,073
Net loss	—		—	—	(1,285	)	(1,285	)
Balance at Dec. 30, 2000	1		—	56,342	446		56,788
Net income	—		—	—	5,998		5,998
Capital contribution	—		—	50	—		50
Balance at Dec. 29, 2001	1	$	—	56,392	6,444		62,836

(11)    Related-party Transactions

        The Company is party to a management agreement (the "Management Agreement") with Bruckmann, Rosser, Sherrill & Co., Inc. ("BRS & Co."), the manager of BRS, pursuant to which BRS & Co. is paid an annual fee for certain management, business and organizational strategy, and

F-22

merchant and investment banking services. In March, 1999, such annual fee was increased to $500 per year. Charges for such services amounted to approximately $500 during the fiscal years ended December 29, 2001 and December 30, 2000 and $450 during the fiscal year ended January 1, 2000. The Management Agreement will expire on the earlier of December 27, 2006 and the date that BRS owns less than 20% of the outstanding common stock of Holdings.

        The Company also entered into a transaction services agreement pursuant to which BRS & Co. will be paid a transaction fee for management, financial and other corporate advisory services rendered by BRS & Co. in connection with acquisitions by the Company, which fee will not exceed 1.0% of the total transaction value. In connection with the Polaner Acquisition and the Heritage Brands Acquisition in fiscal 1999, the Company paid transaction fees aggregating $300 and $1,920, respectively, which were included in the cost of the respective acquisitions.

        As described in note 6, the Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company.

        "Due to related party" at December 29, 2001 and December 30, 2000 includes management fees to BRS.

(12)    Commitments and Contingencies

        On January 17, 2001, the Company became aware that fuel oil from its underground storage tank at its Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. The New Jersey Department of Environmental Protection ("NJDEP") initially engaged an environmental services firm to address the clean-up of the oil in the brook; and, with the approval of the NJDEP, the Company retained such environmental services firm on January 18, 2001 for the same purpose. In addition, the Company hired another environmental services firm to address the on-site oil impact to subsurface soils. Since January 17, 2001, together with the Company's environmental services firms, the Company has worked to clean-up the oil and is cooperating with the NJDEP. Both environmental services firms have completed the site work and believe they have remediated the site such that no further clean-up is warranted. Both firms have submitted their findings to the NJDEP along with recommendations for no further action. The Company is awaiting the NJDEP's response to those recommendations. NJDEP could require additional investigation before acceding to the no further action recommendations but the cost of such additional investigation is not expected to have a material adverse effect on the Company's consolidated financial condition, results of operations or liquidity.

        The Company recorded a charge of $1.1 million in the first quarter of fiscal 2001 to cover the expected cost of the clean-up, which approximates the actual amount spent as of December 29, 2001. In the third quarter of fiscal 2001, the Company received an insurance reimbursement of $0.2 million and accrued an additional $0.1 million for certain remaining miscellaneous expenses. Management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of December 29, 2001. At December 29, 2001, the remaining accrual related to this matter was less than $0.1 million. Future information and developments may require the Company to continually reassess the impact of this matter.

F-23

        In January 2002, the Company was named as a third-party defendant in an action regarding environmental liability at the Combe Fill South Landfill in New Jersey under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste from White Cap Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner was sold by one of the Company's former parents and was ultimately acquired by International Home Foods, Inc. The Company believes that it is indemnified by an affiliate of International Home Foods, Inc. for this liability. The Company has submitted a demand for indemnity, but the indemnitor's initial response was limited to a request for additional information. The Company believes that it may also have substantive defenses to the third-party complaint, and will explore those defenses if the Company is not indemnified for this liability. Nevertheless, based on the Company's understanding of the volume of waste White Cap Preserves is alleged to have sent to the site, the large number of potentially responsible parties, and the size of settlements by other parties with similar volumes, the Company does not believe this liability, if any, will have a material adverse effect on its consolidated financial condition, results of operations or liquidity.

        The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        The Company is subject to environmental regulations in the normal course of business. Management believes that the cost of compliance with such regulations will not have a material adverse effect on the Company's business, consolidated financial position, results of operations or liquidity.

        On December 29, 2001, the Company had purchase commitments with various suppliers to purchase certain raw materials in the aggregate amount of approximately $8,714. Management believes that all such commitments will be fulfilled within one year.

(13)    Quarterly Financial Data (unaudited)

		First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Year
Net sales
	2001	$	71,956		$	88,090	$	84,632	$	87,755		$	332,433
	2000	$	73,394		$	95,767	$	89,080	$	93,175		$	351,416
Gross profit
	2001	$	30,146		$	38,202	$	35,430	$	36,130		$	139,908
	2000	$	31,890		$	42,339	$	38,782	$	37,754		$	150,765
Net income (loss)
	2001	$	608		$	1,694	$	1,085	$	2,611		$	5,998
	2000	$	(556	)	$	1,144	$	189	$	(2,062	)	$	(1,285	)

F-24

Schedule II

B&G FOODS, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

(Dollars in thousands)

Column A	Column B		Column C			Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts —describe	Deductions—describe			Balance at end of period
2001:
Allowance for doubtful accounts	$	465	$	118	—	$	128(a	)	$	455
Environmental Reserves		—	$	1,200	—	$	1,120(b	)	$	80
2000:
Allowance for doubtful accounts	$	517	$	128	—	$	180(a	)	$	465
1999:
Allowance for doubtful accounts	$	229	$	596	—	$	308(a	)	$	517

(a)

Represents bad-debt write-offs.

(b)

Represents payments of $870 and an insurance reimbursement of $250.

F-25

No dealer, salesperson, or other person has been authorized to give any information or to make any representations not contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the new notes offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in our affairs since such date.

	Page
Forward Looking Statements	iii
Summary	1
Risk Factors	11
Use of Proceeds	19
Capitalization	20
Selected Historical Consolidated Financial Data	21
Management's Discussion and Analysis of Financial Condition and Results of Operations	23
The Exchange Offer	31
Our Business	40
Our Management	47
Ownership of Capital Stock	51
Certain Relationships and Related Transactions	53
Description of Other Indebtedness	54
Description of the Notes	55
Certain U.S. Federal Income Tax Considerations	93
Plan of Distribution	98
Legal Matters	98
Independent Auditors	99
Where You Can Find More Information	99
Index to Consolidated Financial Statements	F-1

        Until August 7, 2002 (90 days after the date of this prospectus), all dealers effecting transactions in the notes, whether or not participating in the original distribution, may be required to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

$220,000,000

B&G FOODS, INC.

PROSPECTUS

OFFER TO EXCHANGE

ALL OUTSTANDING
9⁵/8% Senior Subordinated Notes
due 2007, Series B and
Related Subsidiary Guarantees
and
9⁵/8% Senior Subordinated Notes
due 2007, Series C and
Related Subsidiary Guarantee
for
9⁵/8% Senior Subordinated Notes
due 2007, Series D and
Related Subsidiary Guarantees

                        , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        Under Section 145 of the Delaware General Corporation Law B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of B&G Foods) by reason of the fact that such person is or was a director, officer, employee, or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        In addition, under Section 145 B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of B&G Foods to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to B&G Foods unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 145 also provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or defense of any claim issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.

        Furthermore, Section 145 provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Under Section 102(b)(7) of the Delaware General Corporation Law B&G Foods may in its certificate of incorporation eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation's capital stock); or (iv) for any transaction from which the director derived an improper personal benefit.

        Our certificate of incorporation provides that our directors shall be entitled to the benefits of all limitations on the liability of directors generally permissible under Delaware law and that we shall

II-1

indemnify all persons whom we are permitted to indemnify to the full extent permitted under Section 145 of the Delaware General Corporation Law.

        In addition, our bylaws provide for the indemnification of our directors and officers to the fullest extent permitted under Delaware law as in effect from time to time and by our certificate of incorporation.

Item 21.    Exhibits and Financial Statement Schedules

(a)    Exhibits.

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 Polaner, Inc. (f.k.a. Roseland Distribution Company), International Home Foods, Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange Commission as Exhibit 1 to our 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 our company's report on Form 8-K filed April 1, 1999 and incorporated herein by reference)
3.1	Certificate of Incorporation of B&G Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.1 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.2	Bylaws of B&G Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.2 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.3	Certificate of Incorporation of BGH Holdings, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.3 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.4	Bylaws of BGH Holdings, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.4 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.5	Certificate of Incorporation of Maple Groves Farms of Vermont, Inc. (Filed herewith)
3.6	Bylaws of Maple Groves Farms of Vermont, Inc. (Filed herewith)
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 63 incorporated herein by reference)

II-2

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 RWBV 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 RWBV Acquisition Corp. (Filed with the Securities and Exchange Commission as Exhibit 3.12 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.13	Certificate of Incorporation of Les Produits Alimentaires Jacques Et Fils, Inc. (Filed herewith)
3.14	Bylaws of Les Produits Alimentaires Jacques Et Fils, Inc. (Filed herewith)
3.15	Certificate of Incorporation of Polaner, Inc. (f.k.a. Roseland Distribution Company). (Filed with the Securities and Exchange Commission as Exhibit 3.15 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.16	Bylaws of Polaner, Inc. (f.k.a. Roseland Distribution Company). (Filed with the Securities and Exchange Commission as Exhibit 3.16 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.17	Certificate of Incorporation of Heritage Acquisition Corp. (Filed herewith)
3.18	Bylaws of Heritage Acquisition Corp. (Filed herewith)
3.19	Declaration of Trust of William Underwood Company. (Filed herewith)
3.20	Bylaws of William Underwood Company. (Filed herewith)
4.1	Indenture dated as of August 11, 1997 between B&G Foods, Inc, BGH Holdings, Inc., RWBV Acquisition Corp., BRH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns & Ricker, Inc., Roseland Manufacturing, Inc., and RWBW Brands Company and The Bank of New York, as trustee. (Filed with the Securities and Exchange Commission as Exhibit 4.1 to Registration Statement No. 333-39813 on November 7, 1997 and incorporated herein by reference)
4.2	First Supplemental Indenture dated as of May 31, 2000 (to the Indenture dated as of August 11, 1997) between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns & Ricker, Inc., Trappey's Fine Foods, Inc., Maple Groves Farms of Vermont, Inc., William Underwood Company, Heritage Acquisition Corp. and the Bank of New York. (Filed herewith)
4.3	Second Supplemental Indenture dated as of February 28, 2002 between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Trappey's Fine Foods, Inc., Maple Groves Farms of Vermont, Inc., William Underwood Company, Heritage Acquisition Corp., Les Produits Alimentaires Jacques Et Fils, Inc. and the Bank of New York. (Filed herewith)
4.4	Indenture dated as of March 7, 2002 between B&G Foods, Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of Vermont,  Inc., Les Produits Alimentaires Jacques Et Fils, Inc., Heritage Acquisition Corp., Trappey's Fine Foods, Inc., William Underwood Company and The Bank of New York, as trustee.†
4.5	Form of 95/8% Senior Subordinated Note due 2007 (Included in Exhibit 4.1 and 4.4)
5.1	Opinion from Dechert regarding legality. (Filed herewith)

II-3

10.1	Registration Rights Agreement dated as of August 11, 1997 by and among B&G Foods, Inc., 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 B&G Foods, Inc., the Guarantors party thereto, Lehman Brothers, Inc., and Lazard Freres & Co., LLC. (Filed with the Securities and Exchange Commission as Exhibit 10.2 to Registration Statement No. 333-39813 on November 7, 1997 and incorporated herein by reference)
10.3	Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in favor of International Home Foods, Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3 to the Company's Report on Form 8-K filed February 19, 1999 and incorporated herein by reference)
10.4	Revolving Credit Agreement, dated as of March 15, 1999 among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several lenders 65 from time to time party thereto, Lehman Brothers Inc., as Arranger, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper Inc. as syndication agent and administrative agent. (Filed as Exhibit 10.1 to the Company's report on Form 10-Q filed May 17, 1999 and incorporated herein by reference)
10.5	Term Loan Agreement, dated as of March 15, 1999, among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several lenders from time to time party thereto, Lehman Brothers Inc., as arranger, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper, Inc., as syndication agent and administrative agent. (Filed as Exhibit 10.2 to the Company's report on Form 10-Q filed May 17, 1999 and incorporated herein by reference)
10.6	Guarantee and Collateral Agreement, dated as of March 15, 1999, by B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its subsidiaries in favor of Lehman Commercial Paper, Inc., as administrative agent. (Filed as Exhibit 10.3 to the Company's report on Form 10-Q filed May 17, 1999 and incorporated herein by reference)
10.7	Amended and Restated Securities Holders Agreement dated December 22, 1999 among B&G Foods Holdings Corp., Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., The CIT Group/Equity Investments, Inc. and the Management Stockholders named therein. (Filed as Exhibit 10.14 to the Company's report on Form 10-K filed March 3, 2000 and incorporated herein by reference)
10.8	Amendment, dated as of May 12, 2000, to Revolving Credit Agreement, dated as of March 15, 1999, among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several lenders from time to time party thereto, Lehman Brothers Inc., as arranger, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper Inc. as syndication agent and administrative agent. (Filed as Exhibit 10.15 to the Company's report on Form 10-Q filed May 15, 2000 and incorporated herein by reference)
10.9	Amendment, dated as of May 12, 2000, to Term Loan Agreement, dated as of March 15, 1999, among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several lenders from time to time party thereto, Lehman Brothers Inc., as arranger, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper, Inc., as syndication agent and administrative agent. (Filed as Exhibit 10.16 to the Company's report on Form 10-Q filed May 15, 2000 and incorporated herein by reference)

II-4

10.10	Second Amendment, dated as of March 5, 2002, to Revolving Credit Agreement, dated as of March 15, 1999, as amended by the Amendment dated as of May 12, 2000, among B&G Foods Holdings Corp., B&G Foods, Inc., the several banks and other financial institutions or entities from time to time parties to the Revolving Credit Agreement, Lehman Brothers Inc., as advisor, lead arranger and book manager, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper Inc. as syndication agent and administrative agent. (Filed herewith)
10.11	Second Amendment, dated as of March 5, 2002, to Term Loan Agreement, dated as of March 15, 1999, as amended by the Amendment dated as of May 12, 2000, among B&G Foods Holdings Corp., B&G Foods,  Inc., the several banks and other financial institutions or entities from time to time parties to the Term Loan Agreement, Lehman Brothers Inc., as advisor, lead arranger and book manager, The Bank of New York, as documentation agent, Heller Financial, Inc., as co-documentation agent, and Lehman Commercial Paper, Inc., as syndication agent and administrative agent. (Filed herewith)
10.12	Purchase Agreement dated as of March 4, 2002 between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods,  Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp., William Underwood Company and The Bank of New York.†
10.13	Registration Rights Agreement dated as of March 7, 2002 between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp., William Underwood Company, Lehman Brothers Inc. and Fleet Securities,  Inc.†
12.1	Computation of Ratio of Earnings to Fixed Charges. (Filed as Exhibit 12.1 to our company's report on Form 10-K filed February 22, 2002 and incorporated herein by reference)
21.1	Subsidiaries of the Company and the additional registrants. (Filed as Exhibit 21.1 to our company's report on Form 10-K filed February 22, 2002 and incorporated herein by reference)
23.1	Consent of KPMG LLP. (Filed herewith)
23.2	Consent of Dechert. (Included in Exhibit 5.1)
24.1	Power of attorney. (Previously filed)
25.1	Statement of eligibility and qualification of The Bank of New York on Form T-1. (Filed herewith)
99.1	Form of letter of transmittal. (Filed herewith)
99.2	Form of notice of guaranteed delivery. (Filed herewith)

†

Filed on April 11, 2002 as an Exhibit to this Registration Statement

(b)    Financial Statement Schedules

Schedule II    B&G Foods, Inc. Valuation and Qualifying Accounts

        Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

II-5

Item 22.    Undertakings

        (a)  The undersigned registrants hereby undertake:

        (1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)  that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        (3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (c)  The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d)  The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the corporation being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey on May 9, 2002.

B&G FOODS, INC.
By:	/s/  DAVID L. WENNER David L. Wenner President
BGH HOLDINGS, INC. TRAPPEY'S FINE FOODS, INC. MAPLE GROVES FARMS OF VERMONT, INC. WILLIAM UNDERWOOD COMPANY POLANER, INC. HERITAGE ACQUISITION CORP. BLOCH & GUGGENHEMER, INC.
By:	/s/  DAVID L. WENNER David L. Wenner President
RWBV ACQUISITION CORP. LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC.
By:	/s/  DAVID L. WENNER David L. Wenner Vice President

II-7

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

B&G FOODS, INC

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Director (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Thomas J. Baldwin	Director	May 9, 2002
* Alfred Poe	Director	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002
* Leonard S. Polaner	Director	May 9, 2002
* William F. Callahan III	Director	May 9, 2002
* Nicholas B. Dunphy	Director	May 9, 2002
* James R. Chambers	Director	May 9, 2002

II-8

BGH HOLDINGS, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002

TRAPPEY'S FINE FOODS, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002

II-9

RWBV ACQUISITION CORP.

Name	Title	Date
* Stephen C. Sherrill	President, Secretary and Director (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance and Assistant Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002

MAPLE GROVE FARMS OF VERMONT, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Treasurer (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President or Finance and Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002

II-10

WILLIAM UNDERWOOD COMPANY

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Secretary (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance, Treasurer, Secretary and Trustee (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Trustee	May 9, 2002
* Thomas J. Baldwin	Trustee	May 9, 2002
* Leonard S. Polaner	Trustee	May 9, 2002
* James Brown	Trustee	May 9, 2002
* David Burke	Trustee	May 9, 2002

II-11

POLANER, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President and Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002

LES PRODUITS ALIMENTAIRES JACQUES ET FILS, INC.

Name	Title	Date
* Ghislain Jacques	President (Principal Executive Officer)	May 9, 2002
/s/  DAVID L. WENNER David L. Wenner	Vice President and Director	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President and Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Vice President, Assistant Secretary and Director	May 9, 2002

II-12

HERITAGE ACQUISITION CORP.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Secretary (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Director	May 9, 2002

BLOCH & GUGGENHEIMER, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	May 9, 2002
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President and Assistant Secretary (Principal Financial Officer and Accounting Officer)	May 9, 2002
* Stephen C. Sherrill	Vice President and Director	May 9, 2002

*By:
/s/  DAVID L. WENNER David L. Wenner
Attorney-In-Fact

II-13

QuickLinks

B&G FOODS, INC. Table of Additional Registrants
TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS
SUMMARY
Background of the Exchange Offer
Our Company
Retail Market Position of Our Brands
The Exchange Offer
Consequences of the Exchange Offer
The New Notes
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE EXCHANGE OFFER
OUR BUSINESS
OUR MANAGEMENT
Summary Compensation Table
OWNERSHIP OF CAPITAL STOCK
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF THE NOTES General
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
B&G FOODS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except per share data)
B&G FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands)
B&G FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands)
B&G FOODS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 29, 2001 and December 30, 2000 (Dollars in thousands)
B&G FOODS, INC. AND SUBSIDIARIES Valuation and Qualifying Accounts (Dollars in thousands)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
B&G FOODS, INC
BGH HOLDINGS, INC.
TRAPPEY'S FINE FOODS, INC.
RWBV ACQUISITION CORP.
MAPLE GROVE FARMS OF VERMONT, INC.
WILLIAM UNDERWOOD COMPANY
POLANER, INC.
LES PRODUITS ALIMENTAIRES JACQUES ET FILS, INC.
HERITAGE ACQUISITION CORP.
BLOCH & GUGGENHEIMER, INC.

EX-3.5

                                                                     EXHIBIT 3.5

                                STATE OF VERMONT

                               Secretary of State
                        State House, Montpelier, Vermont

                               ARTICLES OF MERGER
                   (Pursuant to V.S.A. Title 11, Section 1955)

     MAPLE PRODUCTS, INC., a corporation duly organized and existing under the
laws of the State of Vermont and having its principal place of business at St.
Johnsbury, Vermont, hereby files the following Articles of Merger with respect
to the merger of Maple Products, Inc. and MAPLE GROVE, INC., a corporation duly
organized and existing under the laws of the State of Vermont and having its
principal place of business at St. Johnsbury, Vermont, as the constituent
corporations into Maple Products, Inc., one of the constituent corporations
which shall be the surviving corporation.

                                   ARTICLE ONE

     The Plan of Merger is attached hereto and incorporated herein as Exhibit
"A" to these Articles of Merger.

                                   ARTICLE TWO

         As to each corporation the number of outstanding shares of each class
of shares entitled to vote are:



                           Shares              Shares Entitled
Corporation                Outstanding         to Vote                  Class
- -----------                -----------         ---------------          -----

                                                               
Maple Products, Inc.           100                    100               Common
Maple Grove, Inc.              100                    100               Common


                                  ARTICLE THREE

         The Plan of Merger was mailed to the sole shareholder of Maple Grove,
Inc. on April 27, 1976, and said sole shareholder has waived the 30 day waiting
period required by V.S.A. Title



11, Section 1955(d), which Waiver is attached hereto and incorporated herein as
Exhibit "B" to these Articles of Merger.

                    ----------------------------------------

     If the Secretary of State finds that these Articles conform to law and that
all fees required by Chapter 17 of the Vermont Statutes Annotated have been
paid, request is made that:

     (1) These Articles be endorsed as "Filed" on April 30, 1976;

     (2) These Articles be filed in the Office of the Secretary of State; and

     (3) The Secretary of State issue a Certificate of Merger effecting the
merger described herein as of the close of business on said April 30, 1976.

     IN WITNESS WHEREOF the undersigned Maple Products, Inc. has caused these
Articles of Merger to be executed by its President and by its Secretary and to
be duly verified by the said Secretary this 28th day of April, 1976.

                                                MAPLE PRODUCTS, INC.


                                                By:  /s/ William F. Callahan
                                                     ---------------------------
                                                  William F. Callahan, III
                                                  its President


                                                                and


(Seal)                                          By:  /s/ Richard P. Callahan
                                                     ---------------------------
                                                  Richard P. Callahan
                                                  its Secretary


Commonwealth of Massachusetts      )
                                   )  ss.
County of Suffolk                  )

     I, Richard P. Callahan, a Notary Public, do hereby certify that on the 28th
day of April, 1976, personally appeared before me, William F. Callahan, III, to
me known, and who declares that he is and is known by me to be the President of
Maple Products, Inc., the corporation executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing Articles of
Merger in the capacity therein set forth and declared that the statements
therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.

                                                         /s/ Richard P. Callahan
                                                         -----------------------
                                                         Richard P. Callahan
                                                         Notary Public



                                              My commission expires:     6/28/78



                             ARTICLES OF ASSOCIATION


The name of the corporation shall be        MAPLE PRODUCTS, INC.
                                            ------------------------------------

The initial registered agent shall be       STEPHEN R. ASTLE
                                            ------------------------------------

with registered office at                   167 PORTLAND STREET, ST. JOHNSBURY,
                                            VERMONT  05819
                                            ------------------------------------

The period of duration shall be (if perpetual so state)    PERPETUAL
                                                           ---------------------
This corporation is organized for the purpose of


HERE SET OUT PURPOSES
CLEARLY AND BRIEFLY, USING              To engage in the manufacture, sale and
SEPARATE PARAGRAPHS TO COVER   distribution of maple sugar and syrup products of
EACH SEPARATE PURPOSE.         all types, both at retail and at wholesale.

                                        To carry on any other business or effect
                               any other object not repugnant to the laws of the
                               State of Vermont, and to do everything necessary,
                               proper, advisable or convenient for the
                               accomplishment of such other business or to
                               effect such other object. The Corporation shall
                               have and may exercise all of the power specified
                               in the Vermont Business Corporation Act, as from
                               time to time in force and effect.

                                        The internal affairs of the Corporation
                               shall be conducted in accordance with the
                               provisions of the By-laws of the Corporation, as
                               adopted and as amended from time to time by the
                               Board of Directors of the Corporation, and in
                               accordance with the Vermont Business Corporation
                               Act, as from time to time in force and effect.



The aggregate number of shares the corporation shall have authority to issue
is _____________ shares, preferred, with a par value of (if no par value, so
state) 5,000 shares, common, with a par value of (if no par value, so
state) _______________

IF PREFERRED SHARES ARE PROVIDED
FOR, STATE HERE BRIEFLY THE TERMS OF
PREFERENCE.

IF SHARES ARE TO BE DIVIDED INTO
CLASSES OR SERIES, STATE HERE THE
DESIGNATIONS, PREFERENCES,
LIMITATIONS, AND RELATIVE RIGHTS OF
EACH CLASS OR SERIES.

The initial board of directors shall have 3 members (must be at least 3) with
the following serving as directors until their successors be elected and
qualify:

        NAME                               POST OFFICE ADDRESSES
- --------------------------------------------------------------------------------

WILLIAM F. CALLAHAN, III     433 EAST 56TH STREET, NEW YORK, NY 10022
- --------------------------------------------------------------------------------

ARTHUR S. LAUNDON            10 BUTLERS ISLAND ROAD, TOKENEKE, DARION, CT 06820
- --------------------------------------------------------------------------------

STEPHEN R. ASTLE             8 MAPLE STREET, LYNDONVILLE, VT 05851
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Dated at ST. JOHNSBURY, in the County of at CALEDONIA this 14TH day of MAY,
1975.

    INCORPORATORS                          POST OFFICE ADDRESS

                             9 PROSPECT STREET, ST. JOHNSBURY, VT  05819
- --------------------------------------------------------------------------------
John L. Primmer
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Names must be PRINTED OR TYPED UNDER ALL SIGNATURES, NO. 101 ACTS OF 1965



                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                                       of

                                MAPLE GROVE, INC.

a corporation organized and existing under the laws of the State of Vermont with
its registered office at 167 PORTLAND STREET, ST. JOHNSBURY, VT called a meeting
of the shareholders on the 12TH day of FEBRUARY, 1985 to amend its Articles of
Association as follows:

(If additional space is needed, use the reverse side)

     TO CHANGE THE CORPORATION'S NAME FROM MAPLE GROVE, INC. TO MAPLE GROVE
     FARMS OF VERMONT, INC.

At the time of the meeting there were 100 shares outstanding and 100 entitled to
vote (if the shares of any class are entitled to vote as a class, designate
below the class and number of outstanding shares).

The number of shares voting for and against the amendment were (if the shares of
any class are entitled to vote as a class, designate below the class and number
of outstanding shares). 100 For

________________________________________________________________________________

Date:  FEBRUARY 12, 1985
                                                    /s/ Willam F. Callahan, III
                                                    ----------------------------
                                                              President
                                                       William F. Callahan, III

                                                    /s/ Susan M. Callahan
                                                    ----------------------------
                                                              Secretary
                                                          Susan M. Callahan

EX-3.6

                                                                     EXHIBIT 3.6

                                     BY-LAWS

                                       OF

                       MAPLE GROVE FARMS OF VERMONT, INC.

                                    ARTICLE I

                             ARTICLES OF ASSOCIATION

     The name, location of the registered office, the registered agent, and the
purposes and powers of the Corporation shall be as set forth in the Articles of
Association; and these By-laws, the purposes and powers of the Corporation and
of its directors and shareholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Association, and the Articles of Association are hereby made a part of these
By-laws.

     All reference in these By-laws to the Articles of Association shall be
construed to mean the Corporation as from time to time amended.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. ANNUAL MEETING. The annual meeting of shareholders commencing
with the year 1975 shall be held no earlier than September 1 and no later than
November 30 of each year. The annual meeting of shareholders shall be held at
the registered office of the corporation, in Vermont, or at such other place
either within or without the State of Vermont, or at such other place either
within or without the State of Vermont as shall be stated in the notice of the
meetings or in a duly executed waiver thereof. The hour of the meeting shall be
such hour as shall be stated in the notice of the meeting, or in a duly executed
waiver thereof. The purpose of the annual meeting shall be to elect a Board of
Directors and to transact such other business as



may properly be brought before the meeting. Election of directors and of the
Secretary need not be by written ballot. Purposes for which an annual meeting is
to be held, additional to those prescribed by law, by the Articles of
Association and by these By-laws, may be specified by the President, the Board
of Directors, the Secretary, or the Secretary upon the written request of the
holders of not less than one-tenth of all of the shares entitled to vote at the
meeting on such additional purposes. Failure to hold the annual meeting at the
designated time shall not work a forfeiture or dissolution of the Corporation.
If such annual meeting is omitted on the day herein provided therefore, a
special meeting may be held in place thereof, and any business transacted or
elections held at such meeting shall have the same effect as if transacted or
held at the annual meeting. Such special meeting shall be called in the same
manner and as provided for in Article II, Section 2 hereof, relating to special
meetings of shareholders.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President, the Board of Directors, the Secretary, or the Secretary
upon the written request of the holders of not less than one-tenth of all the
shares entitled to vote at the meeting, for any purpose. Special meetings shall
be held at the registered office of the Corporation in Vermont, or at such other
place either within or without the State of Vermont, and on such date and hour
as shall be fixed by the President, the Board of Directors, the Secretary, or
the Secretary upon written request of the holders of not less than one-tenth of
all the shares entitled to vote at the meeting and stated in the notice of the
meeting, or in a duly executed waiver thereof.

     Section 3. NOTICE OF MEETING; WAIVER. Written notice of the place, date and
hour at which an annual or special meeting is to be held shall be given
personally or put in the regular mails to each shareholder entitled to vote
thereat, not less than ten (10) nor more than fifty (50) days prior to the
meeting by or at the direction of the President, the Secretary, or the other

                                        2


persons calling the meeting. Notice of a special meeting shall state, in
addition to the foregoing information, the purpose for which it is called. A
written Waiver of Notice of a meeting, signed before or after the meeting by the
person or persons entitled to notice, shall be deemed equivalent to notice,
provided that such Waiver of Notice is inserted in the corporate minute book.
Such a writing need not state the purpose of the meeting for which it waives
notice.

     Section 4. QUORUM. A majority of the shares entitled to vote thereat,
present in person or represented by proxy, shall be necessary to and shall
constitute a quorum for the transaction of business at all meetings of the
shareholders. When a quorum is once present, it shall not be broken by the
subsequent withdrawal of any shareholders. If the required quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy and entitled to vote thereat shall
have power to adjourn the meeting from time to time, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

Section 5. VOTING AND PROXIES. At any meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in person, or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Proxies shall be filed with the Secretary of the meeting, or
any adjournment thereof, before being voted. Unless otherwise provided therein,
no proxy shall be valid after 11 months from the date of its execution. A proxy
with respect to shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of the proxy the
Corporation receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a shareholder shall
be deemed valid unless challenged at or prior to its exercise. Except as

                                        3


otherwise provided by law, or by the Articles of Association, each shareholder
of record on the record date for the meeting shall be entitled to one vote for
every share standing in his name on the books of the Corporation. All elections
of directors shall be determined by a plurality vote, and, except as otherwise
provided by the laws of Vermont, the Articles of Association, or by the By-laws,
all other matters shall be determined by vote of a majority of the shares
present or represented at such meeting and voting on such questions.

     Section 6. NOTICE AND RECORD DATE OF ADJOURNED MEETINGS. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, except that if the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice in the standard form shall be given to each shareholder of
record entitled to vote at the adjourned meeting. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting, unless the Board of
Directors fixes a new record date for the adjourned meeting.

     Section 7. RECORD OF SHAREHOLDERS; LISTS. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix a record date, which shall be not
more than fifty (50) nor less than ten (10) days before the date of such
meeting. If no record date is fixed for such purposes, the record date shall be
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, or, if notice of a meeting is waived, at the close of business on
the day next preceding the day on which the meeting is held.

                                        4


The Secretary of the Corporation, or his delegate, shall prepare and make, at
least 10 (10) days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be open to the examination of
any shareholder at the registered office of the Corporation, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present.

     Section 8. STOCK LEDGER. The stock ledger of the Corporation shall be the
only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 7 of Article II of these By-laws, the books
of the Corporation, or to vote in person or by proxy at any meeting of
shareholders.

     Section 9. SHAREHOLDERS' RIGHT OF INSPECTION. Any shareholder, in person or
by attorney or other agent, shall upon written demand under oath stating the
purposes thereof, have the right during the usual hours of business to inspect
for any proper purpose the Corporation's stock ledger, a list of its
shareholders and its other books and records, and to make extracts therefrom. A
proper purpose shall mean a purpose reasonably related to such person's interest
as shareholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorized the
attorney or other agent to so act on behalf of the shareholder. The demand under
oath shall be directed to the Corporation at its registered office. As used in
this Section, "Shareholder" means a shareholder of record.

                                        5


     Section 10. ACTION WITHOUT A MEETING. Any action required to be taken at a
meeting of the shareholders of the Corporation, or any action that may be taken
at a meeting of the shareholders may be taken without a meeting, if a consent in
writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof,
provided that such waiver of notice is inserted in the Corporate minute book.
Such consent shall have the same force and effect as an unanimous vote of
shareholders and may be stated as such in any articles or documents filed with
the Secretary of State.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. BOARD OF DIRECTORS; NUMBER, TERMS AND QUORUM. The number of
directors which shall constitute the Board of Directors shall be no less than
the number of shareholders of the Corporation, the exact number to be determined
by the shareholders at each annual meeting thereof, or at such other time as
directors are elected by the shareholders. Directors need not be residents of
the State of Vermont or shareholders. The maximum number of directors may be
increased from time to time by amendment of this Section. The Board of Directors
shall be elected annually by the shareholders at the annual meeting thereof.
Each director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

     Section 2. QUORUM AND VOTING. A majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors except as these By-laws shall
otherwise require.

     Section 3. RESIGNATION. Any director may resign at any time upon delivery
of his resignation in writing to the President, the Treasurer or the Secretary
or to the Board of

                                        6


Directors. Such resignation shall be effective at the date set forth in the
notice, and if there is none, then upon receipt.

     Section 4. COMMITTEES. The Board of Directors may by resolution passed by
majority of the whole board, designate one or more committees, including an
executive committee from among the members of the whole board. The board may
designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee.
If no such alternate members have been designated for such a committee, the
members thereof present at any meeting and not disqualified from voting whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the whole board which establishes it and permitted by Vermont law,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to any papers which may require it. Any
director may be a member of more than one committee. The procedures to be
followed by such committees with respect to quorum, voting and other such
matters shall be the same as those specified for meetings of directors.

     Section 5. CONSENTS. Any action required or permitted to be taken at any
meeting of the Board of Directors or committees thereof may be taken without a
meeting if all members of the board or committee, as the case may be, consent to
such action in writing and the writing or writings are filed in the minute book
of the board or committee.

     Section 6. VACANCIES AND NEWLY-CREATED DIRECTORSHIPS. If any vacancies
occur on the Board of Directors by reason of the death, immediately effective
resignation, retirement or

                                        7


removal from office of any director, all the directors then in office, although
less than a quorum, may by a majority vote choose a successor or successors.
Unless sooner displaced the directors so chosen shall hold office until the
election of their successors at the next annual meeting of shareholders. If the
directors remaining in office after the occurrence of a vacancy shall be unable
by majority vote to fill such vacancy within thirty (30) days of the occurrence
thereof, the President or Secretary of the Corporation may call a special
meeting of the shareholders at which such vacancy shall be filled. In the event
that one or more directors tenders a resignation from the board effective at a
future date, which date is prior to the next annual meeting of shareholders, the
prospective vacancy or vacancies shall be filled by vote of a majority of the
directors then in office, although less than a quorum, including those who have
so resigned. Such vote shall take effect when such resignation or resignations
shall become effective and each director so chosen shall, unless sooner
displaced, hold office until the due election and qualification of his successor
at the next annual meeting of the shareholders. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose.

     Section 7. PLACE, TIME AND NOTICE OF MEETINGS. The directors may hold their
meeting in such place or places, within and without the State of Vermont, as the
Board of Directors may determine from time to time. The Board of Directors shall
meet each year immediately after the annual meeting of shareholders, for the
purpose of organization, election of officers, and consideration of any other
business that may properly come before the meeting. No notice of any kind to
either old or new members of the Board of Directors for this annual meeting
shall be necessary. Other meetings of the directors shall be held at the call of
the President or of the Secretary or of any one director. Notice of the date,
time and place of

                                        8


directors' meetings except the annual organization meeting shall be given to
each director entitled thereto by letter, telegram, cable or radiogram,
delivered for transmission not later than during the third day immediately
preceding the day of the meeting, or by word of mouth, telephone or radiophone
received not later than during the second day immediately preceding the day of
the meeting. Such notice may be waived by a director in a writing signed either
before or after the meeting for which such notice was required to be given,
provided that such waiver of notice is inserted in the minute book, and shall be
deemed waived by any director who attends the meeting for which such notice was
required to be given, unless such attendance is for the express purpose of
objecting to the holding of the meeting. Notice of a later meeting need not be
given to any director who attended a prior meeting at which such later meeting
was duly called and the time, date and place thereof noticed.

     Section 8. CHAIRMAN OF THE MEETING. The President of the Corporation, if
present and acting, shall preside at all meetings; otherwise, a director chosen
by a majority of the board at the meeting shall preside.

     Section 9. REMOVAL OF DIRECTORS. Any and all directors may be removed with
cause by a vote of a majority of the shares issued and outstanding and entitled
to vote at any annual meeting or special meeting called for such purposes.
Notice of such meeting shall state the name or names of the director or
directors whose removal is proposed and the cause or causes assigned for his
removal and a concise statement in defense of the director or directors prepared
by or on behalf of him or them shall accompany or precede any solicitation of
proxies seeking authority to vote for or against the removal of such director or
directors; otherwise, such proxies may not be voted. The director or directors
to be removed must, in addition to being given sufficient notice to prepare his
or their concise statement of defense as aforementioned, be given an opportunity
to

                                        9


present evidence and arguments on his or their own behalf at the meeting at
which his or their removal is considered.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Treasurer, a Vice-President and a Secretary and such other
officers, including, without limitation, a Chairman of the Board of Directors,
one or more Vice-Presidents, Assistant Treasurers and Assistant Secretaries as
the directors at their annual meeting or thereafter from time to time may elect
or appoint. The President, Vice-President, Secretary and Treasurer shall be
elected annually by the directors at their annual meeting following the annual
meeting of the shareholders. Other officers may be chosen by the directors at
such meeting or at any other time. Each officer shall hold his office until his
successor is elected and qualified or until his earlier death, resignation or
removal. Any officer may resign at any time upon delivering his resignation in
writing to the President, the Treasurer or the Secretary or to a meeting of the
directors. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Any officer elected by the Board of Directors
may be removed at any time for cause or without cause by majority vote of the
whole Board of Directors taken at a meeting duly called and held. Neither notice
nor a hearing need be given to any officer proposed to be so removed. Any
vacancy occurring in any office of the Corporation by reason of death,
resignation, removal of an officer or otherwise, shall be filled by the Board of
Directors in the same manner as provided for ordinary elections of officers by
directors, and an officer so chosen shall hold office until the next regular
election for that office, or until earlier death, resignation or removal. The
salaries of all officers shall be fixed from time to time by the Board of
Directors.

                                       10


     Section 2. PRESIDENT. It shall be the duty of the President to preside at
all meetings of the shareholders and all meetings of the Board of Directors and
to have general authority over the ordinary course of the business of the
Corporation.

     Section 3. VICE-PRESIDENT. The Vice-President, or Vice-Presidents, shall
have such powers and duties as shall be assigned to them by the Board of
Directors or the President.

     Section 4. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject
to the direction and under the supervision of the directors, have general charge
of the financial concerns of the Corporation; care and custody of the funds and
valuable papers of the Corporation, except his own bond; authority to endorse
for deposit or collection all notes, checks, drafts and other obligations for
the payment of money payable to the Corporation or its orders, and to accept
drafts on behalf of the Corporation; authority to pay or cause to be paid all
dividends voted by the Board of Directors; and shall keep, or cause to be kept,
accurate books of account, which shall be the property of the Corporation. If
required by the Board of Directors, he shall give bond for the faithful
performance of his duty in such form, in such sum, and with such sureties as the
directors shall require. Any Assistant Treasurer shall have such powers and
duties as the directors or the President may delegate to him.

     Section 5. SECRETARY. The Secretary shall, in addition to any duties
imposed upon him by virtue of his office pursuant to Vermont law, the Articles
of Association or these By-laws, keep an attested copy of the Articles of
Association and amendments thereto, and of these By-laws with a reference on the
margin of said By-laws to all amendments thereof, all of which documents and
books shall be kept at the registered office of the Corporation or at the office
of the Secretary. Unless a transfer agent is appointed, the Secretary shall keep
or cause to be kept, at the registered office of the Corporation or at his
office, the stock and transfer records of the

                                       11


Corporation, in which shall be contained the names of all shareholders, their
record addresses, the number of shares held by each, the time when they
respectively acquired the shares and the time of any transfers thereof. The
Secretary shall also keep a record of the meetings of the directors. The
Secretary shall give or cause to be given such notice as may be required of all
meetings of shareholders and all meetings of the Board of Directors, and shall
keep the seal of the Corporation in safe custody and affix it to any instrument
when such action is incident to his office or is authorized by the Board of
Directors. Any Assistant Secretary shall have such powers and duties as the
directors or the President shall delegate to him.

     Section 6. OTHER POWERS AND DUTIES. Subject to these By-laws, each officer
shall have in addition to the duties and powers specifically set forth in these
By-laws, such duties and powers as the directors or the President may from time
to time delegate to him.

                                    ARTICLE V

                                 SHARES OF STOCK

     Section 1. AMOUNT AUTHORIZED. The amount of the authorized capital stock
and the par value, if any, of the shares authorized shall be fixed in the
Articles of Association, as amended from time to time.

     Section 2. STOCK CERTIFICATES. Each shareholder shall be entitled to a
certificate representing the shares of the Corporation owned by him, under the
corporate seal or a facsimile thereof, in such form as may be prescribed from
time to time by the directors. The certificate shall be signed by the President
or a Vice-President, and by the Treasurer or the Secretary but when a
certificate is countersigned by a transfer agent or a registrar, other than the
Corporation itself or an employee thereof, such signature may be facsimiles,
engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall

                                       12


have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
time of its issue.

     Every certificate representing the Corporation's shares which are subject
to any restriction on transfer pursuant to the Articles of Association, the
By-laws or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face or back thereof either the full text of the restriction or a statement
of the existence of such restriction and a statement that the Corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge. Every certificate representing the Corporation's shares
issued when the Corporation is authorized to issue more than one class or series
of shares shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications, and rights, and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     Section 3. TRANSFER. Subject to the restrictions, if any, stated or noted
on the certificates, shares may be transferred on the books of the Corporation
by the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed by the registered holder or by his duly authorized
attorney pursuant to a written power of attorney properly executed, and with
such proof of the authenticity of signature as the Secretary of the Corporation
or its transfer agent may reasonably require, if the Corporation has no notice
of any adverse claim. Except as may be otherwise required by law, by the
Articles of Association or by these By-laws, the Corporation shall be entitled
to treat the record holder of shares as shown on its books as the owner of such
shares for all purposes, including the payment of dividends and the

                                       13


right to vote with respect thereto, regardless of any transfer, pledge, or other
disposition of such shares, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-laws. It
shall be the duty of each shareholder to notify the Corporation of his mailing
address.

     Section 4. LOST OR DESTROYED CERTIFICATES. The Corporation shall issue a
new certificate in the place of any certificate theretofore issued where the
holder of record of the certificate satisfies the following requirements:

     (a)  CLAIM. Makes proof in affidavit form that it has been lost, destroyed,
          or wrongfully taken;

     (b)  TIMELY REQUEST. Requests the issue of a new certificate before the
          Corporation has notice that the certificate has been acquired by a
          purchaser for value in good faith and without notice of any adverse
          claims;

     (c)  BOND. Gives a bond in such form, and with such surety or sureties,
          with fixed or open penalty, as the Corporation may direct, to
          indemnify the Corporation against any claims that may be made on
          account of the alleged loss, destruction or theft of the certificates;
          and

     (d)  OTHER REQUIREMENTS. Satisfies any other reasonable requirements
          imposed by the Corporation.

When a certificate has been lost, apparently destroyed, or wrongfully taken and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of it, and the Corporation registers a transfer of the
shares represented by this certificate before receiving such notification, the
holder of record is precluded from making any claim against the Corporation for
the transfer or for a new certificate.

     Section 5. FRACTIONAL SHARES. Certificates representing fractional shares
may be issued by the Corporation. No holder of any fractional share shall be
entitled to any vote with respect thereto unless, and to the extent that, the
holder or holders of fractional shares aggregating one or more full shares unite
for the purpose of voting at any such meeting, in which

                                       14


case such holder or holders shall be entitled to one vote at such meeting for
each full shares represented by the aggregate of such fractional shares held by
such holder or holders.

     Section 6. PAYMENT FOR SHARES. The consideration for the issuance of shares
may be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services actually performed for the Corporation. When
payment of the consideration for which shares are to be issued shall have been
received by the Corporation such shares shall be deemed to be fully paid and
nonassessable. Neither promissory notes nor future services shall constitute
payment or part payment for the issuance of shares of the Corporation. In the
absence of fraud in the transaction, the judgment of the Board of Directors as
to the value of the consideration received for shares shall be conclusive. No
certificate shall be issued for any shares until the share is fully paid.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

     Section 1. FISCAL YEAR. Except as from time to time otherwise determined by
the directors, the fiscal year of the Corporation shall end on the last day of
April in each year.

     Section 2. SEAL. The seal of the Corporation shall, subject to alteration
by the directors, consist of a flathead, circular die with the words "Vermont",
"Maple Products, Inc." and "1975" cut or engraved thereon.

     Section 3. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation and the name of the registered agent shall
be as set forth in the Articles of Association. The books of the Corporation
including its stock ledger, books of account, and minute books, shall be kept at
the registered office of the Corporation or its Secretary in St. Johnsbury,
Vermont.

                                       15


     Section 4. AGENTS. The Board of Directors may appoint agents of the
Corporation possessing authority as broad as is not inconsistent with these
By-laws or applicable law.

     Section 5. VOTING OF SHARES IN OTHER CORPORATIONS. Except as the directors
may otherwise designate, the President or Treasurer may waive notice of, and
appoint any person or persons to act as proxy or attorney in fact for this
Corporation (with or without power of substitution), at any meeting of
shareholders of any other corporation or organization, the securities of which
may be held by this Corporation.

     Section 6. AMENDMENTS. These By-laws may at any time be repealed, altered
or amended by vote of the directors.

                                   ARTICLE VII

                       NOTES, CHECKS, DRAFTS AND CONTRACTS

     Section 1. THE NOTES, CHECKS AND DRAFTS. The notes, checks and drafts of
the Corporation shall be signed by such person or persons as the Board of
Directors may from time to time designate and in the absence of such designation
by the Treasurer. Manual signature or signatures shall be required on all notes
and drafts of the Corporation. In the case of checks of the Corporation, either
manual or facsimile signature or signatures may be used.

     Section 2. CONTRACTS. Contracts of the Corporation shall be executed by
such person or persons as may be generally designated by the Board of Directors
and, in the absence of such designation, by the President, a Vice-President or
the Treasurer.

                                  ARTICLE VIII

                          INDEMNIFICATION AND INSURANCE

     Section 1. The Corporation shall indemnify its directors, officers,
employees and agents against any liability incurred by any of them in their
capacity as such, to the full extent permitted by the laws of Vermont, in
accordance with the following provisions.

                                       16


     Section 2. THIRD PARTY SUITS. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than by action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     Section 3. DERIVATIVE ACTIONS. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in

                                       17


connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; provided, however, that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of his duty to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

     Section 4. PAYMENT IN ADVANCE. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VIII.

     Section 5. NON-EXCLUSIVITY. The indemnification provided by this Article
VIII shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall insure to the benefit of the heirs, executors and administrators
of such person.

     Section 6. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise against any liability asserted

                                       18


against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VIII.

                                       19

EX-3.13

                                                                    Exhibit 3.13

                                     QUEBEC

- --------------------------------------------------------------------------------

                           CERTIFICAT DE CONSTITUTION

                        Loi sur les compagnies, Partie IA
                              (L.R.Q., chap. C-38)

                 J'atteste par les presentes que la compagnie

                 9006-1359 QUEBEC INC.


                 a ete constituee le 7 JUIN 1994, sous l'autorite de la
                 partie IA de la Loi sur les compagnies, tel qu'indique dans les
                 statuts de constitution ci joints.


                 DEPOSES AU REGISTRE LE 8 JUIN 1994
                 SOUS LE MATRICULE 1140566846


                                 Inspecteur general des institutions financieres



                                                                  A-110239-G9401
GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 1
                                         STATUTS DE CONSTITUTION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1  Denomination sociale

   9006-1359 QUEBEC INC.

- --------------------------------------------------------------------------------
2  District judiciaire      3  Nombre precis        4   Date d'entree en vigueur
   du Quebec ou la             ou nombres minimal       si posterieure a celle
   compagnie etablit           et maximal des           du depot
   son siege social            administrateurs

Montreal                    Minimum 1   Maximum 10
- --------------------------------------------------------------------------------
5  Description du capital-actions

See Schedule < <  A  < <  attached herewith
- --------------------------------------------------------------------------------
6  Restrictions sur le transfert des actions, le cas echeant

See Schedule < <  B  < < attached herewith
- --------------------------------------------------------------------------------
7  Limites imposees a son activite, le cas echeant

N/A
- --------------------------------------------------------------------------------
8  Autres dispositions

See Schedule < <  C  < < attached herewith

- --------------------------------------------------------------------------------
9  Fondateurs
- --------------------------------------------------------------------------------
                            Adresse incluant le             Signature de chaque
        Nom et prenom     code postal (s'il s'agit        fondateur (s'il s'agit
                         d'une corporation, indiquer         d'une corporation,
                          le siege social et la loi           signature de la
                               constitutive)                personne autorisee)
- --------------------------------------------------------------------------------
Fondateurs             651 Notre-Dame Street West
Inteltex Inc.          Montreal (Quebec) H3C 1J1
Inteltex               Corporation incorporated
Incorporators Inc.     under the Canada Business
                       Corporations Act                   President

- --------------------------------------------------------------------------------
Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires

- --------------------------------------------------------------------------------
Reserve a l'administration



                                   SCHEDULE A

                                  SHARE CAPITAL

The unlimited share capital of the company carries seven (7) classes of shares
with the following rights, privileges, conditions and restrictions:

A)   CLASS A SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class A shares without nominal value, are as
follows:

     1)   DIVIDENDS AND PARTICIPATION. Subject to the rights and privileges
     attached to other classes of shares, holders of class A shares shall have
     the right, equal in all respects with holders of class B shares:

          a)   to participate in the property, profits and surplus assets of the
          company, and for that purpose, to receive any dividend declared by the
          company, and

          b)   to share in remaining property of the company upon dissolution.

     2)   RESTRICTION. Subject to section 123.70 of the COMPANIES ACT no
     dividend can be paid on class A shares nor can such shares be acquired by
     the company which would result in the realizable value of the net assets of
     the company being insufficient to redeem class D and E shares.

     3)   RIGHT TO VOTE. Holders of class A shares shall have the right to vote
     at any meeting of the shareholders of the company. Each class A share
     confers one (1) vote, except at meetings where only the holders of certain
     classes of shares are entitled to vote.

     4)   RIGHT TO CONVERT. Subject to the approval by the directors of the
     company and by the holders of the majority of outstanding class D shares,
     any holders of class A shares shall have the right, if he so decides, to
     exchange all or part of the class A shares that he holds for class D
     shares, according to the prorata and conditions hereunder contained: the
     rate of conversion shall be one class D share for each class A share
     exchanged, the new class D share representing the same amount added to the
     share capital account issued and paid for the converted class A share.

          A class A shareholder who wishes to prevail himself of this right of
     exchange shall submit to the head office of the company or its transfer
     agent a written notice indicating the number of class A shares he wishes to
     exchange. The notice shall bear the signature of the shareholder registered
     in the register of securities of the company as being the sole qualified
     person to exercise the rights attached to the shares, or the signature of
     his representative. Certificates representing the class A shares submitted
     for exchange shall be attached to the notice. Upon receipt of the
     above-mentioned notice and certificates, the company shall issue a
     certificate for the class D shares resulting from the exchange. If only
     part of the class A shares represented by the above-mentioned



     certificates are to be converted, the company shall, without charge, issue
     a new certificate representing the class A shares which were not exchanged.

          On the date of redemption, the redeemed class A shares shall be
     cancelled, and the company shall reduce its issued and paid share capital
     account for class A and D shares in conformity with the provisions of
     sections 123.50 and 123.51 of the COMPANIES ACT.

B)   CLASS B SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class B shares without nominal value, are as
follows:

     1)   DIVIDENDS AND PARTICIPATION. Subject to the rights and privileges
     attached to other classes of shares, holders of class B shares shall have
     the right, equal in all respects with holders of class A shares:

          a)   to participate in the property, profits and surplus assets of the
          company, and for that purpose, to receive any dividend declared by the
          company, and

          b)   to receive the remaining property of the company upon
          dissolution.

     2)   RESTRICTION. Subject to section 123.70 of the COMPANIES ACT no
     dividend can be paid on class B shares nor can such shares be acquired by
     the company which would result in the realizable value of the net assets of
     the company being insufficient to redeem class D and E shares.

     3)   RIGHT TO VOTE. Holders of class B shares shall have the right to vote
     at any meeting of shareholders of the company. Each class B share confers
     one (1) vote, except at a meeting where only the holders of certain classes
     of shares are entitled to vote.

C)   CLASS C SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class C shares without nominal value, are as
follows:

     1)   DIVIDENDS AND PARTICIPATION. Holders of class C shares shall not
     participate in the profits and surplus assets of the company and, for that
     purpose, shall not be entitled to any dividend declared by the company.

     2)   REIMBURSEMENT. In the event of the assets of the company were
     distributed following its dissolution, voluntary or forced liquidation or
     otherwise, holders of class C shares have a right, prior to all other
     classes of shareholders of the company, to be reimbursed the amount added
     to the issued and paid capital share account for these class C shares.

     3)   RIGHT TO VOTE. Holders of class C shares shall have one (1) vote per
     share at any meeting of shareholders of the company, except at meetings
     where only holders of certain other classes of shares are entitled to vote.

     4)   AUTOMATIC REDEMPTION. The death of a shareholder holding class C
     shares shall automatically result in the redemption by the company of all
     class C shares held by such

                                        2


     shareholder in the share capital, for a price equal to the amount added to
     the issued and paid share capital account for these shares. Within thirty
     (30) days of the date of redemption, the company shall pay such price to
     the executor or administrator, upon receipt of the certificates
     representing the redeemed shares, subject to section 123.54 of the
     COMPANIES ACT.

          On date of redemption, the redeemed class C shares shall be cancelled,
     and the company shall reduce its issued and paid share capital account for
     class C shares according to the provisions of section 123.51 of the
     COMPANIES ACT.

     5)   RIGHT TO PURCHASE. The company may, when it deems advisable to do so,
     without notice and without taking into account the other classes of shares,
     purchase by mutual agreement, at the best possible price, all or part of
     the outstanding class C shares.

          On date of purchase, the purchased class C shares shall automatically
     be cancelled, and the company shall reduce its issued and paid share
     capital account for class C shares according to section 123.51 of the
     COMPANIES ACT.

     6)   VETO RIGHTS. No conversion of class C shares, creation of new classes
     of shares, equal or preferential to class C shares or modifications
     concerning class C shares, or other existing classes of shares in the
     purpose of conferring to these other classes of shares equal or
     preferential rights or privileges to class C shares, shall not be
     authorized unless this conversion, creation or modification is approved on
     a vote regrouping 3/4 of the holders of class C shares present or
     represented at a general or special meeting convened to this effect, and
     subject to the other provisions of the COMPANIES ACT.

D)   CLASS D SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class D shares without nominal value, are as
follows:

     1)   DIVIDENDS. Holders of class D shares shall have the right to receive,
     prior to holders of class A, B, E, F and G shares, out of the funds
     applicable to the payment of dividends, as and when such dividends are
     declared, a monthly, preferential, non-cumulative dividend of one per cent
     (1 %) per month on the redemption value of class D shares, as defined in
     subsection (5) hereunder. Such dividend shall not be declared for more than
     one month at a time and shall be payable from the date, at the time and in
     the manner which may be determined by the directors.

     2)   REIMBURSEMENT. In the event the property of the company should
     distributed following its dissolution, voluntary or forced liquidation or
     otherwise. holders of class D shares shall have the right, prior to holders
     of class A, B, E, F and G shares, but after holders of class C shares, to
     be reimbursed the redemption value of class D shares defined in subsection
     (5) hereunder, plus the amount of any declared unpaid dividends on class D
     shares.

     3)   ADDITIONAL PARTICIPATION. Holders of class D shares shall not
     otherwise participate in the profits or surplus assets of the company.

                                        3


     4)   RIGHT TO VOTE. Subject to the provisions of the COMPANIES ACT, holders
     of class D shares shall not be entitled, as class D shareholders only, to
     vote at any meeting of shareholders of the company, to receive a notice of
     such meeting and to attend same.

     5)   RIGHT TO REDEEM. Subject to the provisions of section 123.54 of the
     COMPANIES ACT, each class D shares is redeemable upon written request by
     its holder, if the company can do so legally, at a price which shall
     include the amount added to the issued and paid share capital account for
     this share, plus a premium equal to the difference between this added
     amount and its share of the fair market value at the time of exchange, of
     the class A shares of the company exchanged for class D shares, such price
     being considered as the redemption value of class D shares with, in
     addition, all declared unpaid dividends on such shares. The amount of the
     above-mentioned premium shall be determined on the basis of the estimated
     fair market value of class A shares of the company on date of exchange; in
     the event the federal or provincial Revenue Departments would allocate to
     such class A shares a fair market value lower or higher than the one used,
     the amount of the premium shall be reduced or increased according to the
     difference or excess of such evaluation by the departments with respect to
     the initial evaluation, provided that the company and the holders of class
     D shares had an opportunity to debate with the departments or before the
     tribunals, the validity of such a different evaluation. In the event of a
     difference between the federal and provincial evaluations, the
     afore-mentioned adjustment shall be made on the basis of the lowest of
     these evaluations, determined following an unquestioned assessment or final
     court decision, as the case may be.

          On date of redemption, class D shares redeemed with the agreement of
     their holders shall be cancelled, and the company shall reduce its issued
     and paid share capital account for class D shares according to the
     provisions of section 123.51 of the COMPANIES ACT.

     6)   RIGHT TO PURCHASE. Subject to the provisions of section 123.56 of the
     COMPANIES ACT, the company may, when it deems advisable to do so, without
     notice and without taking into account the other classes of shares,
     purchase by mutual agreement all or part of the outstanding class D shares
     at the best possible price, which in no way shall exceed the aforementioned
     redemption price nor the realizable value of the net assets of the company.

          On date of purchase, the purchased class D shares shall automatically
     be cancelled, and the company shall reduce its issued and paid share
     capital account for class D shares according to the provisions of section
     123.51 of the COMPANIES ACT.

     7)   VETO RIGHT. No conversion of class D shares, creation of new classes
     of shares, equal or preferential to class D shares, or modifications
     concerning class D shares, or other existing classes of shares in the
     purpose of conferring to these other classes of shares equal or
     preferential rights or privileges to class D shares, shall not to
     authorized unless this conversion, creation or modification is approved on
     a vote regrouping 3/4 of the holders of class D shares present or
     represented at a general or special meeting convened to this effect, and
     subject to the other provisions of the COMPANIES ACT.

                                        4


E)   CLASS E SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class E shares without nominal value, are as
follows:

     1)   DIVIDEND. Holders of class E shares shall have the right to receive
     prior to holders of class A, B, F and G shares, but after holders of class
     D shares, out of the funds applicable to the payment of dividends. as and
     when such dividends are declared, a monthly, preferential, non-cumulative
     dividend of one per cent (1%) per month on the redemption value of class E
     shares, as defined in subsection (5) hereunder. Such dividend shall not be
     declared for more than one month at a time and shall be payable from the
     date, at the time and in the manner which may be determined by the
     directors.

     2)   REIMBURSEMENT. In the event the property of the company should be
     distributed following its dissolution, voluntary or forced liquidation or
     otherwise, holders of class E shares shall have the right, prior to holders
     of class A, B, F, and G shares, but after holders of class C and D shares,
     to be reimbursed the redemption value of class E shares defined in
     subsection (5) hereunder, plus the amount of any declared unpaid dividends
     on class E shares.

     3)   ADDITIONAL PARTICIPATION. Holders of class E shares shall not
     otherwise participate in the profits or surplus assets of the company.

     4)   RIGHT TO VOTE. Subject to the provisions of the COMPANIES ACT, holders
     of class E shares are not be entitled, as class E shareholders only, to
     vote at any meeting of shareholders of the company, to receive a notice of
     such meetings and to attend same.

     5)   OBLIGATION TO REDEEM. Subject to the provisions of section 123.54 of
     the COMPANIES ACT, class E shares shall be redeemed by the company totally
     or partially, at any time upon written request of the holders of these
     shares, at a price equal to the amount added to the issued and paid share
     capital account for these shares, plus a premium equal to the difference
     between the fair market value, at the time these class E shares were
     issued, of the consideration received by the company for issuing these
     class E shares and the total comprised of:

          a)   the amount added to the issued and paid share capital account for
          these shares, and

          b)   the fair market value of any property, other than class E shares.
          given in payment by the company for that consideration.

          Such a price shall be considered as the redemption value of class E
     shares and the company shall, in addition, remit to the holders of class E
     shares so redeemed, the amount of the declared unpaid dividends on these
     shares, as the case may be. The fair market value of the aforementioned
     consideration shall be as determined by the company and the subscriber to
     class E shares upon issuance of class E shares. In the event the federal
     and/or provincial Revenue Departments would attribute to this consideration
     a fair market value different from that determined by the aforementioned
     persons, the amount of the premium shall be reduced or increased
     consequently, provided that the company had an opportunity to debate with
     the departments or before the tribunals the

                                        5


     validity of such departmental evaluations, and provided that should there
     be a discrepancy between the provincial and federal evaluation, the above
     adjustment shall be made, based on the lowest evaluation determined
     following an unquestioned assessment or a final court decision, as the case
     may be.

          The above-mentioned redemption shall be carried out by the company
     without regard to other classes of shares. Within thirty (30) days
     following the date of redemption, the company shall pay the redemption
     price to the former class E shareholders. Should the company be unable to
     pay the full redemption price within that delay by reason of the provisions
     of section 123.54 of the COMPANIES ACT, it shall pay a first amount on
     account of the full redemption price within the thirty (30) day delay, and
     pay the balance as soon as it can do so legally.

          On date of redemption, class E shares redeemed with the agreement of
     their holders shall be cancelled, and the company shall reduce its issued
     and paid share capital account for class E shares according to provisions
     of section 123.51 of the COMPANIES ACT.

          What is more, if in the event of a price adjustment, the company
     redeem all of class E shares, the company shall pay to its shareholders, as
     soon as it can legally do so, an additional sum, if the premium is
     increased, or the holders of the redeemed shares will repay any sum due in
     the event that the adjustment decreases the premium, with all interest at
     the highest rate between the one prescribed by virtue of Article 28 of the
     LAW OF THE MINISTRY OF REVENUE (L.C.Q.) or the one prescribed by Article
     4301 of the REGULATIONS OF THE FEDERAL INCOME TAX ACT, as determined from
     time to time, prorata to the class E shares held by each shareholder. If
     only a part of the class E shares were redeemed, the portion of the
     additional payment or repayment, as the case may be, corresponding to the
     redeemed shares will be made as soon as is legally possible, with interest
     at the rate hereinabove mentioned, and with regard to the shares still to
     be redeemed. The value of these shares will modify, either more or less, as
     the case may be, the amount of the premium for these shares.

     6)   RIGHT TO PURCHASE. Subject to the provisions of section 123.56 of the
     COMPANIES ACT, the company may, when it deems advisable to do so, without
     notice and without taking into account the other classes of shares,
     purchase by mutual agreement all or part of the outstanding class E shares
     at the best possible price, which in no way shall exceed the aforementioned
     redemption price nor the realizable value of the net assets of the company.

          On date of purchase, the purchased class E shares shall automatically
     be cancelled, and the company shall reduce its issued and paid share
     capital account for class E shares according to the provisions of section
     123.51 of the COMPANIES ACT.

     7)   VETO RIGHT. No conversion of class E shares, creation of new classes
     of shares, equal or preferential to class E shares, or modifications
     concerning class E shares, or other existing classes of shares in the
     purpose of conferring to these other classes of shares equal or
     preferential rights or privileges to class E shares, shall not be
     authorized

                                        6


     unless this conversion, creation or modification is approved on a vote
     regrouping 3/4 of the holders of class E shares present or represented at a
     general or special meeting convened to this effect, and subject to the
     other provisions of the COMPANIES ACT.

F)   CLASS F SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class F shares without nominal value, are as
follows:

     1)   DIVIDEND. Holders of class F shares shall have the right to receive,
     prior to holders of class A, B and G shares, but after holders of class D
     and E shares, out of the funds applicable to the payment of dividends, as
     and when such dividends are declared, an annual, preferential,
     non-cumulative dividend of one dollar (1$) per share: such dividend shall
     be payable from the date, at the time and in the manner to be determined by
     the directors.

     2)   REIMBURSEMENT. In the event the property of the company should be
     distributed following its dissolution, voluntary or forced liquidation or
     otherwise, holders of class F shares shall have the right, prior to holders
     of class A, B and G shares, but after holders of class C, D and E shares,
     to be reimbursed the amount added to the issued and paid share capital
     account for class F shares and to be paid the amount of any declared unpaid
     dividends on class F shares.

     3)   ADDITIONAL PARTICIPATION. Holders of class F shares shall not
     otherwise participate in the profits or surplus assets of the company.

     4)   RIGHT TO VOTE. Subject to the provisions of the COMPANIES ACT, holders
     of class F shares shall not be entitled, as class F shareholders only, to
     vote at any meeting of shareholders of the company, to receive a notice of
     such meeting and to attend same.

     5)   OBLIGATION TO REDEEM. Subject to the provisions of section 123.54 of
     the COMPANIES ACT, any holders of class F shares may demand in writing at
     any time from the company that it redeems to that effect, all or part of
     the shares of that class held by that same shareholder, at a price equal to
     the amount added to the issued and paid share capital account for these
     shares, as well as the unpaid declared dividends on use shares. Upon
     receiving such a request, the company shall pay to their ex-holder, all or
     part of the aforementioned price which it can then pay without committing
     an offence under section 123.54 of the COMPANIES ACT; the company shall pay
     him the full balance, should there be one, as soon as it can legally do so.

          On date of redemption, class F shares redeemed with the agreement of
     their holders shall be cancelled, and the company shall reduce its issued
     and paid share capital account for class F shares according to the
     provisions of section 123.51 of the COMPANIES ACT.

     6)   RIGHT TO PURCHASE. Subject to the provisions of section 123.56 of the
     COMPANIES ACT, the company may, when it deems advisable to do so, without
     notice and without taking into account the other classes of shares,
     purchase by mutual agreement all or part of outstanding class F shares at
     the best possible price.

                                        7


          On date of purchase, the purchased class F shares shall automatically
     be cancelled, and the company shall reduce its issued and paid share
     capital account for class F shares according to the provisions of section
     123.51 of the COMPANIES ACT.

     7)   VETO RIGHT. No conversion of class F shares, creation of new classes
     of shares, equal or preferential to class F shares, or modifications
     concerning class F shares, or other existing classes of shares in the
     purpose of conferring to these other classes of shares equal or
     preferential rights or privileges to class F shares, shall not be
     authorized unless this conversion, creation or modification is approved on
     a vote regrouping 3/4 of the holders of class F shares present or
     represented at a general or special meeting convened to this effect, and
     subject to the other provisions of the COMPANIES ACT.

G)   CLASS G SHARES: The rights, privileges, conditions and restrictions
attached to an unlimited number of class G shares without nominal value, are as
follows:

     1)   DIVIDENDS. Holders of class G shares shall have the right to receive,
     prior to holders of class A and B shares, but after holders of class D, E
     and F shares, out of the funds applicable to the payment of dividends, as
     and when such dividends are declared, an annual, preferential,
     non-cumulative dividend of one dollar (1$) per share; such dividend shall
     be payable from the date, at the time and in the manner which may be
     determined by the directors.

     2)   REIMBURSED. In the event the property of the company should be
     distributed following its dissolution, voluntary or forced liquidation or
     otherwise. holders of class G shares shall have the right, prior to holders
     of class A and B shares, but after holders of class C, D, E and F shares,
     to be reimbursed the amount added to the issued and paid share capital
     account for class G shares and to be paid the amount of any declared unpaid
     dividends on class G shares.

     3)   ADDITIONAL PARTICIPATION. Holders of class G shares shall not
     otherwise participate in the profits or surplus assets of the company.

     4)   RIGHT TO VOTE. Subject to the provisions of the COMPANIES ACT, holders
     of class G shares are not be entitled, as class G shareholders only, to
     vote at any meeting of shareholders of the company, to receive a notice of
     such meeting and to attend same.

     5)   UNILATERAL RIGHT TO REDEEM. Subject to the provisions of section
     123.53 of the COMPANIES ACT, the company may, if it wishes, redeem class G
     shares unilaterally by giving a thirty (30) day written notice of its
     intention and by paying a price equal to the amount added to the issued and
     paid share capital account for these shares, as well as the dividends
     declared and unpaid on said shares. In the event of partial redemption,
     such redemption shall be in proportion to the number of outstanding class G
     shares, excluding fractions of shares.

          On date of redemption, the redeemed class G shares shall be cancelled,
     and the company shall reduce the issued and paid share capital account for
     class G shares according to the provision of section 123.51 of the
     COMPANIES ACT.

                                        8


     6)   RIGHT TO PURCHASE. Subject to the provisions of section 123.56 of the
     COMPANIES ACT, the company may, when it deems advisable to do so without
     notice and without taking into account the other classes of shares,
     purchase by mutual agreement all or part of outstanding G shares at the
     best possible price.

          On date of purchase, the purchased class G shares shall automatically
     be cancelled, and the company shall reduce its issued and paid share
     capital account for class G shares according to the provisions of section
     123.51 of the COMPANIES ACT.

     7)   VETO RIGHT. No conversion of class G shares. creation of new classes
     of shares, equal or preferential to class G shares, or modifications
     concerning class G shares, or other existing classes of shares in the
     purpose of conferring to these other classes of shares equal or
     preferential rights or privileges to class G shares, shall not be
     authorized unless this conversion, creation or modification is approved on
     a vote regrouping 3/4 of the holders of class G shares present or
     represented at a general or special meeting convened to this effect, and
     subject to the other provisions of the COMPANIES ACT.

                                        9


                                   SCHEDULE B

                     RESTRICTIONS ON THE TRANSFERS OF SHARES

No share issued by the company shall be transferred without the approval of the
directors. Such approval shall be expressed in a resolution of the Board of
directors and may validly be given after the transfer has been registered in the
corporate records, in which case it shall take effect retroactively upon the
date on which the transfer was recorded.



                                   SCHEDULE C

                                OTHER PROVISIONS

1.   CLOSED COMPANY

     The company shall be a "closed company" as defined in within the meaning of
the SECURITIES ACT (R.S.Q., c. V-I, s. 5), and, as such:

     a)   the number of shareholders of the company shall be limited to fifty
          (50), exclusive of present or former employees of the company or of a
          subsidiary; two or more persons who jointly hold one or more shares
          ace courted as one shareholder; and

     b)   any invitation to the public to subscribe for any securities is
          prohibited.

2.   BORROWING POWERS

     In addition to the powers conferred by its articles and without restricting
the generality of the powers conferred upon the directors by section 77 of the
COMPANIES ACT, R.S.Q., c. C-38, the directors, if they see fit, and without
obtaining the authorization of the shareholders, may:

     a)   borrow money upon the credit of the company;

     b)   issue or reissue debentures or other securities of the company and
          pledge or sell the same at such price or for such amount as is deemed
          appropriate;

     c)   give a guarantee in the name of the company to secure the obligation
          of another person, provided that it is established that the company is
          or will be able to discharge its liabilities when due and that the
          book value of its assets will not be less than the sum of its
          liabilities and of its issued and paid-up share capital account;

     d)   hypothecate the immoveable and movable or otherwise affect the movable
          property of the company; and

     e)   delegate one or more of the above-mentioned powers to a director, to
          an Executive Committee, to a committee of the Board of Directors or to
          an officer of the company.



                                                                  A-110239-G9401

GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 2
                                         AVIS RELATIF A L'ADRESSE
                                         DU SIEGE SOCIAL
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1    Denomination sociale

     9006-1359 QUEBEC INC.

- --------------------------------------------------------------------------------
2    Avis est donne par les presentes que l'adresse du siege social de la
     compagnie, dans les limites du district judiciaire indique dans les
     statuts, est la suivante:

       651                       Notre-Dame Street West
     -------------------------------------------------------------------------
               N(DEG.)           Nom de la rue

       Montreal
     -------------------------------------------------------------------------
               Municipalite

     Quebec                                                 H3C 1J1
     -------------------------------------------------------------------------
               Province                                   Code Postal
- --------------------------------------------------------------------------------

La compagnie


                                  Fonction du
        /s/ James Smith           signataire   INCORPORATOR
- ---------------------------------              ---------------------------------
             (Signature)


- --------------------------------------------------------------------------------
Reserve a l'administration



                                                                  A-110239-G9401

GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 4
                                         AVIS RELATIF A LA COMPOSITION
                                         DU CONSEIL D'ADMINISTRATION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1    Denomination sociale

     9006-1359 QUEBEC INC.

- --------------------------------------------------------------------------------
2    Adresse actuelle de la compagnie:
- --------------------------------------------------------------------------------

     651                         Notre-Dame Street West
     -----------------------------------------------------------------------
               N(DEG.)           Nom de la rue

     Montreal
     -----------------------------------------------------------------------
               Municipalite

     Quebec                                                 H3C 1J1
     -----------------------------------------------------------------------
               Province                                   Code Postal

- --------------------------------------------------------------------------------
3    Les administrateurs de la compagnie sont:
- --------------------------------------------------------------------------------

                   Nom et prenom                  Adresse residentielle complete
                                                      (incluant le code postal
- --------------------------------------------------------------------------------
James Smith                                  651 Notre-Dame Street West
                                             Montreal (Quebec)
                                             H3C 1J1

- --------------------------------------------------------------------------------
Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires.

La compagnie

                                  Fonction du
        /s/ James Smith           signataire   INCORPORATOR
- ---------------------------------              ---------------------------------
                  (Signature)

- --------------------------------------------------------------------------------
Reserve a l'administration



                                     QUEBEC

- --------------------------------------------------------------------------------

                           CERTIFICAT DE MODIFICATION

                        Loi sur les compagnies, Partie IA
                              (L.R.Q., chap. C-38)

                    J'atteste par les presentes que la compagnie

                    LES PRODUITS ALIMENTAIRES JACQUES
                    ET FILS INC.


                    a modifie ses statuts le 17 AOUT 1994, sous l'autorite de la
                    partie IA de la Loi sur les compagnies, tel qu'indique dans
                    les statuts de modification ci-joints.

                    DEPOSES AU REGISTRE TO 31 AOUT 1994
                    SOUS LE MATRICULE 1140566846


                                 Inspecteur general des institutions financieres



GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 5
                                         STATUTS DE MODIFICATION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1    Denomination sociale

     LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC.
- --------------------------------------------------------------------------------
2    Adresse actuelle de la compagnie:
- --------------------------------------------------------------------------------

     106 RUE DU PARC INDUSTRIEL
     -----------------------------------------------------------------------
               N(DEG.)                   Nom de la rue

     ST-EVARISTE-DE-FORSYTH
     -----------------------------------------------------------------------
               Municipalite

     QUEBEC                                                 G0M 1S0
     -----------------------------------------------------------------------
               Province                                   Code Postal

- --------------------------------------------------------------------------------
3    / / Requete presentee en vertu de l'article 123.140 et suivants de la Loi
     sur les compagnies

4    Les statuts de la compagnie sont modifies de la facon suivante:


         THE JUDICIAL DISTRICT IS MODIFIED TO FRONTENAC


- --------------------------------------------------------------------------------
5    Date d'entree en vigueur, si      6    Denomination sociale (ou numero
     differente de la date du depot         matricule) anterieure a la
     (voir instructions)                    modification, si differente de celle
                                            mentionnee a la case 1

                                              9006-1359 QUEBEC INC.
- --------------------------------------------------------------------------------
Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires.


Signature de                          /s/ Ghislain Jacques
                            ----------------------------------------------------
l'administrateur autorise    GHISLAIN JACQUES

- --------------------------------------------------------------------------------
Reserve a l'administration



GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 2
                                         AVIS RELATIF A L'ADRESSE
                                         DU SIEGE SOCIAL
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1    Denomination sociale

     LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2    Avis est donne par les presentes que l'adresse du siege social de la
     compagnie, dans les limites du district judiciaire indique dans les
     statuts, est la suivante:

     106 RUE DU PARC INDUSTRIEL
     -----------------------------------------------------------------------
               N(DEG.)                   Nom de la rue

     ST-EVARISTE-DE-FORSYTH
     -----------------------------------------------------------------------
               Municipalite

     QUEBEC                                                 G0M 1S0
     -----------------------------------------------------------------------
               Province                                   Code Postal
- --------------------------------------------------------------------------------

La compagnie

                                          Fonction du
        /s/ Ghislain Jacques              signataire    Director (July 18, 1994)
- -----------------------------------------               ------------------------
GHISLAIN JACQUES


- --------------------------------------------------------------------------------
Reserve a l'administration



                                     QUEBEC

- --------------------------------------------------------------------------------

                           CERTIFICAT DE MODIFICATION

                        Loi sur les compagnies, Partie IA
                              (L.R.Q., chap. C-38)


                 J'atteste par les presentes que la compagnie


                 LES PRODUITS ALIMENTAIRES JACQUES
                 ET FILS INC.


                 a modifie ses statuts le 21 DECEMBRE 1994, sous l'autorite
                 de la partie IA de la Loi sur les compagnies, tel qu'indique
                 dans les statuts de modification ci-joints.

                 DEPOSES AU REGISTRE TO 18 JANVIER 1994
                 SOUS LE MATRICULE 1140566846


                     Inspecteur general des institutions financieres par interim



GOUVERNEMENT DU QUEBEC
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES             Formulaire 5
                                         STATUTS DE MODIFICATION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A

- --------------------------------------------------------------------------------
1    Denomination sociale

     LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC.
- --------------------------------------------------------------------------------
2    Adresse actuelle de la compagnie:
- --------------------------------------------------------------------------------

     106                                 DU PARC INDUSTRIEL
     -----------------------------------------------------------------------
               N(DEG.)                   Nom de la rue

     ST-EVARISTE-DE-FORSYTH
     -----------------------------------------------------------------------
               Municipalite

     QUEBEC                                                 G0M 1S0
     -----------------------------------------------------------------------
               Province                                   Code Postal

- --------------------------------------------------------------------------------

3    / / Requete presentee en vertu de l'article 123.140 et suivants de la Loi
     sur les compagnies

4    Les statuts de la compagnie sont modifies de la facon suivante:


       L'annexe 1 ci-jointe fait partie integrante de la presente formule


- --------------------------------------------------------------------------------
5    Date d'entree en vigueur,      6    Denomination sociale (ou numero
     si differente de la date            matricule) anterieure a la
     du depot (voir instructions)        modification, si differente de celle
                                         mentionnee a la case 1

s.o.                                     s.o.
- --------------------------------------------------------------------------------
Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires.


Signature de                 /s/ Ghislain Jacques
l'administrateur autorise  -----------------------------------------------------

- --------------------------------------------------------------------------------
Reserve a l'administration



                 LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC.

                                    ANNEXE 1

                      AUX STATUTS DE MODIFICATION (FORM 5)

4.   Les statuts de la compagnie sont modifies de la facon suivante:

     1.   The provisions relating to the description of the share capital of the
          Company are amended as follows:

          1.1  by repealing the class B, class C, class D, class E, class F and
               class G provisions and by creating an unlimited number of class
               H, class I and class J shares, without par value, which rights,
               privileges, conditions and restrictions are hereby defined in
               Schedule A hereto which forms an integral part of these Articles
               of Amendment;

          1.2  all issued class A shares in the capital stock of the Company
               prior to the filing of the said Articles of Amendment are hereby
               converted into an equal number of class J shares;

          1.3  all the class A shares, none of which remain outstanding as a
               result of such conversion, are hereby cancelled and their
               provisions deleted.

     2.   The amounts added to the issued and paid-up capital account maintained
          for the class A shares existing before the filing of these Articles of
          Amendment shall be reattributed and credited to the issued and paid-up
          capital account of the new class J shares of the capital stock of the
          company created following the filing of these Articles of Amendment.



                                   SCHEDULE A

                          DESCRIPTION OF SHARE CAPITAL

The company is authorized to issue an unlimited number of Class H, Class I and
Class J shares, all without per value.

1.   Subject to the rights, privileges, conditions and restrictions attaching to
     the Class J shares, the Class H shares carry the following rights,
     privileges, conditions and restrictions:

     1.1  holders of Class H shares are entitled to receive notices of, attend
          and vote at any meeting of shareholders of the company;

     1.2  holders of Class H shares are entitled to receive, PARI PASSU with the
          holders of Class I shares, any dividend declared by the company;

     1.3  however, no dividend may be declared or paid on Class H shares and no
          such share may be acquired by the company if there are reasonable
          grounds to believe that, as a consequence, the value of the company's
          assets would be less than the sum of:

          1.3.1  the company's liabilities;

          1.3.2  the company's issued and paid-up share capital account
                 pertaining to all the shares of the company (in the case of a
                 share acquisition, the issued and paid-up share capital account
                 shall be that which is established immediately after having
                 given effect to such acquisition of shares); and

          1.3.3  the amount by which the Redemption Value of the outstanding
                 Class J shares established in accordance with subsection 3.5
                 exceeds their issued and paid-up share capital account,

     1.4  upon the winding-up of the company, holders of Cuss H shares shall be
          entitled, PARI PASSU with the holders of Class I shares, to share the
          remaining property of the company, in proportion to the number of such
          shares held respectively by each of them, the whole in accordance with
          section 4.

2.   Subject to the rights, privileges, conditions and restrictions attaching to
     the Class J shares, the Class I shares carry the following rights,
     privileges, conditions and restrictions:

     2.1  except where the COMPANIES ACT (Quebec) otherwise confers on holders
          of Class I shares the right to vote and subject to section 5, the
          Class I shares do not confer on their holders the right to vote at, be
          called to or attend shareholders' meetings;

     2.2  holders of Class I shares are entitled to receive, PARI PASSU with the
          holders of Class I shares, any dividend declared by the company;



     2.3  however, no dividend may be declared or paid on Class I shares and no
          such share may be acquired by the company if there are reasonable
          grounds to believe that, as a consequence, the value of the company's
          assets would be less than the sum of:

          2.3.1  the company's liabilities;

          2.3.2  the company's issued and paid up share capital account
                 pertaining to all the shares of the company (in the case of a
                 share acquisition, the issued and paid-up share capital account
                 shall be that which is established after having given effect to
                 and acquisition of shares); and

          2.3.3  the amount by which the Redemption Value of the outstanding
                 Class J shares established in accordance with section 3.5
                 exceeds their issued and paid-up share capital account;

     2.4  upon the winding-up of the company, holders of Class I shares shall be
          entitled, PARI PASSU with the holders of Class I shares, to share the
          remaining property of the company, in proportion to the number of such
          shares held respectively by each of them, the whole in accordance with
          section 4.

3.   The Class J shares carry the following rights, privileges, conditions, and
     restrictions:

     3.1  holders of Class J shares are entitled to receive notices of attend
          and vote at any meeting of shareholders of the company;

     3.2  holders of Class J shares are entitled to receive, for each mouth of a
          fiscal year of the company and to the extent that the directors so
          declare, a non-cumulative, non-preferential dividend at a maximum rate
          of one half of a per cent (1/2%) per month, calculated on the
          Redemption Value of such sharers at the date of declaration of the
          dividend; such dividend being non-cumulative, the directors may, for a
          given monthly period and in their entire discretion, abstain from
          declaring it or declare a part only thereof, in which case the right
          of holders of Class J shares to such dividend or to the undeclared
          portion thereof, as the case may be, for such monthly period, shall be
          extinguished forever;

     3.3  subject to the provisions of the COMPANIES ACT (Quebec) and to
          subsection 3.6, the company is entitled, upon a resolution of the
          board of directors, to redeem, unilaterally, at any time or from time
          to time, all or pact of the Class J shares then outstanding the whole
          in accordance with the following terms and conditions:

          3.3.1. the company shall deliver to each person who, on the day of
                 sending of the notice defined hereinafter, is a registered
                 holder of glass J shares, a prior written notice of redemption
                 or send such prior notice by mail to the last address of the
                 holder as it appears on the books of the company, or, in the
                 event that the address of the holder does not appear thereon,
                 to the last known address of the holder; such prior notice
                 shall inform the holder of the

                                       21


          3.4.2  at the Redemption Date, the company shall issue a cheque, made
                 out to the order of the holder, in an amount equal to the
                 entire portion of the aforementioned price which it may then
                 pay without infringing the applicable legislative provisions;
                 the balance, if any, will be paid by the company to any such
                 holder as soon as the company may legally do so;

          3.4.3  from the Redemption Date, the Class J shares so redeemed at the
                 request of a holder shall be irrevocably cancelled and such
                 holder shall then cease to benefit from the rights incidental
                 thereto, except the right to receive payment of the redemption
                 price;

          3.4.4  the company shall pay, for each Class J share so redeemed, an
                 amount equal to the Redemption Value of such share, as
                 established in accordance with subsection 3.5, grossed up, as
                 the case may be, by the amount of any dividend declared and
                 unpaid on such share at the Redemption Date;

     3.5  each Class J share shall have a redemption value (the "Redemption
          Value") which is established as being equal to the quotient obtained
          by dividing the fair mark value of the consideration received by the
          company in respect of the issue of such Class J shares (hereinafter
          collectively referred to as the "Exchanged Property") by the number of
          Class J shares issued by the company, minus, as the case may be, any
          amount paid to a holder of a Class J share on account of a reduction
          of the issued and paid-up chart capital account of the Class J shares;
          the fair market value of the Exchanged Property referred to above is
          that which is established by agreement between the company and the
          person to whom the Class J shares are so issued; however such fair
          market value shall be subject to revision in accordance with any
          binding agreement with, or decision by, the appropriate taxation
          authorities, or any judgment of a court of competent jurisdiction; in
          the event that any such agreement, decision or judgment shall result
          in a final determination under the provisions of the appropriate
          taxation legislation and the amount thereby determined is an amount
          other than the amount for which such share was originally issued as
          determined in accordance with the preceding, such finally determined
          amount for the purpose of the appropriate taxation legislation shall
          then be deemed to be the fair market value of the consideration
          received by the company upon the issue of such Class J share, and the
          company and the holders of any such Cum J shares shall make such
          adjustments between them as may be necessary to give effect to the
          foregoing;

     3.6  the company shall not purchase, redeem or otherwise acquire Class J
          shares for an amount which is less than the lower of the following
          amounts:

          3.6.1  the Redemption Value, as established in accordance with
                 subsection 3.5, for the Class J shares purchased, redeemed or
                 otherwise acquired; AND

          3.6.2  the book value of the company's assets (or the realization
                 value of such assets, as the case may be), after deduction of
                 the company's liabilities and

                                       22


                 the Redemption Value of any share payable by preference, if
                 any, immediately prior to the purchase, redemption or
                 acquisition concerned;

     3.7  upon the winding-up of the company, holders of Class J shares shall be
          entitled to a participation which is limited to the Redemption Value
          of their shares, grossed up, as the case may be, by the amount of any
          dividend declared and unpaid on such shares, such participation being
          equal and proportional among them and in priority to any participation
          of holders of Class H shares and holders of Class I shares, the whole
          in accordance with section 4.

4.   The following provisions shall apply upon the winding-up of the company:

     4.1  holders of Class J shares shall receive, in respect of each such share
          held, an amount equal to the Redemption Value thereof (as calculated
          in accordance with subsection 3.5) grossed up, as the case may be, by
          the amount of any dividend declared and unpaid on such shares; if the
          company's remaining assets are insufficient to pay in full the amounts
          to which the holders of Class J shares are entitled, the available
          amounts shall be shared among them proportionately to the amounts
          which would be payable to each holder respectively if payment were
          made in full; holders of Class J shares shall be entitled to receive
          such amounts (and not more) out of the company's property, by
          preference and in priority to any participation in a similar
          distribution by holders of Class H shares or holders of Class I
          shares;

     4.2  holders of Class H shares shall receive, PARI PASSU with the holders
          of Class I shares, the company's remaining property in proportion to
          the number of such shares held respectively by each of them;

5.   Subject to the amendment of the company's articles in accordance with the
     relevant provisions of the COMPANIES ACT (Quebec) and subject to any
     unanimous shareholders' agreement among shareholders of the company, the
     company's board of directors may at any time pass a by-law which varies,
     amends, suspends or cancels, in whole or in part, the rights, privileges,
     conditions and restrictions attaching to the Class H, Class I or Class J
     shares, or which authorizes the creation of new share classes ranking PARI
     PASSU with or prior to the shares of such classes; however, no such by-law
     shall have effect unless confirmed by the vote of at least three-quarters
     (3/4) of the votes can respectively by the holders of shares of each class
     affected by such amendment, present or represented at a special general
     meeting of the holders of such classes called for that purpose, all of
     which meetings may be held simultaneously provided that, in all cases, the
     vote is taken separately for each class of the company's shares of which
     the holders' rights are affected by such variation.

                                       23

EX-3.14

                                                                    EXHIBIT 3.14

                                 BY-LAW NUMBER 1

                                    BEING THE

                               GENERAL BY-LAWS OF

                              9006-1359 QUEBEC INC.

These general by-laws of the Company, also referred to as By-law Number 1, have
been passed by a resolution of the sole director or of the directors and
confirmed by a resolution of the sole shareholder or of the shareholders, in
accordance with the Act.

PART I          COMMON RULES

SECTION 1. GENERAL PROVISIONS

1.         CONTRACTUAL NATURE. These general by-laws create relations of a
           contractual nature between the Company and its sole shareholder or
           its shareholders.

A.         SCOPE OF APPLICATION

2.         PART I. The common rules contained in this Part of the by-laws shall
           apply at all times to Parts II and III hereof.

3.         PART II. Part II of the by-laws shall apply from the moment when the
           Company shall be made up either of more than one director or of more
           than one shareholder or of more than one director and of more than
           one shareholder.

4.         PART III. Part III of the by-laws shall apply whenever the Company
           shall be made up of one (1) sole director or of one (1) sole
           shareholder or of one (1) sole director and of one (1) sole
           shareholder who do not necessarily have to be the same person. If the
           Company is made up of one (1) sole director but of more than one
           shareholder. Part II shall apply to the shareholders. Conversely, if
           the Company is made up of one (1) sole shareholder but of more than
           one director, Part II shall apply to the directors.

B.         DEFINITIONS

5.         DEFINITIONS IN THE BY-LAWS. Unless there exists an express contrary
           provision or unless the context clearly indicates otherwise, in the
           by-laws of the Company, in the minutes of the proceedings of the
           Board of Directors and in the resolutions of the sole director or of
           the directors as well as in the minutes of the meetings of the
           shareholders and in the resolutions of the sole shareholder or of the
           shareholders the term or expression:

           "ACT" or "COMPANIES ACT" shall mean the Companies Act, R.S.Q., c.
           C-38, and any amendment thereto, either past or future, and shall
           include, in particular, any Act or



           statute which may replace it, in whole or in part. In the event of
           such replacement, any reference to a provision of the Act shall be
           interpreted as being a reference to the provision which replaced it;

           "AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS" shall
           mean AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS,
           PARTNERSHIPS AND LEGAL PERSONS, S.Q. 1993, c. 48, and any future
           amendment thereto and shall include, in particular, any Act or
           statute which may replace it, in whole or in part. In the event of
           such replacement, any reference to a provision of AN ACT RESPECTING
           THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS shall be interpreted as
           being a reference to the provision which replaced it;

           "ARTICLES" shall mean articles of incorporation, of amendment, of
           amalgamation, of continuance, of dissolution and those which confirm
           an arrangement, a compromise or a correction, as well as any
           amendment which may be made thereto;

           "AUDITOR" shall mean the auditor of the Company and shall include a
           partnership within the meaning of the CIVIL CODE OF QUEBEC, which is
           comprised of auditors;

           "BODY CORPORATE" shall include, in particular, a legal person within
           the meaning of the CIVIL CODE OF QUEBEC, a company, a corporation, an
           association having a juridical personality separate and distinct from
           its members, wherever or however incorporated;

           "BY-LAWS" shall mean the present by-laws, any other by-laws of the
           Company which are in force at the time as well as any amendments
           thereto;

           "CONTRACTS, DOCUMENTS OR INSTRUMENTS IN WRITING" shall include, among
           other things, deeds, hypothecs or mortgages, liens, encumbrances,
           transfers and assignments of any kind, conveyances, titles to
           property, agreements, contracts, receipts and discharges,
           obligations, debentures and other shares, cheques or other bills of
           exchange of the Company;

           "DIRECTOR" shall mean the person whose name appears at the relevant
           time in the declaration deposited in the Register or, in the
           meantime, in the Notice respecting the Composition of the Board of
           Directors sent to the Inspector General in accordance with sections
           123.14 or 123.81 of the Act as well as any other person holding the
           office of director and shall include in particular, the sole
           director, any DE FACTO director as well as any other person who, at
           the request of the Company, acts or acted as director of another body
           corporate of which the Company is or was a shareholder or a creditor
           or any person who, at the relevant time, acted in that capacity; and
           "BOARD OF DIRECTORS" shall mean the body of the Company made up of
           the sole director or of all the directors;

           "INSPECTOR GENERAL" shall mean the Inspector General of Financial
           Institutions who is responsible for carrying out the administration
           of the Act and of AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE
           PROPRIETORSHIPS;

           "JURIDICAL DAY" shall mean any Monday, Tuesday, Wednesday, Thursday
           or Friday, insofar as it does not fall on a non-juridical day;

                                        2


           "NON JURIDICAL DAY" shall mean any of the following days namely: any
           Saturday or Sunday; New Year's Day (January 1st); Good Friday; Easter
           Monday; the birthday or the day. fixed by proclamation for the
           celebration of the birthday of the reigning Sovereign; Victoria Day;
           Dominion Day or Dollard-des-Ormeaux Day; Saint Jean Baptiste Day
           (June 24th); Canada Day or Confederation Day (July 11th) or July 2nd
           if July 1st falls on a Sunday; the first Monday in September
           designated Labour Day; the second Monday in October designated
           Thanksgiving Day; Remembrance Day (November 11th); Christmas Day
           (December 25th); any day appointed by proclamation of the
           Governor-General of Canada to be observed as a day of general prayer
           or mourning or day of public rejoicing or thanksgiving; in the
           Province of Quebec, any of the following additional days, namely any
           day appointed by proclamation of the Lieutenant-Governor to be
           observed as a public holiday or as a day of general prayer or
           mourning or day of public rejoicing or thanksgiving within the
           province, and any day which shall be a non-juridical day by virtue of
           an act of the legislature of the province as well as any day which
           shall be appointed to be observed as a civic holiday by resolution of
           the council or of any other authority charged with the administration
           of the civic or municipal affairs of a city, town, municipality or
           other organized district. Moreover, the 26th day of December shall be
           considered a non-juridical day, as shall be the 2nd day of January;

           "OFFICER" shall include the President of the Company, the Chairman of
           the Board of Directors, the Vice-President, the Secretary, the
           Assistant-Secretary, the Treasurer, the Assistant-Treasurer and the
           Managing Director;

           "PERSON" shall include, in particular, an individual or a natural
           person, a partnership within the meaning of the CIVIL CODE OF QUEBEC,
           an association, a body corporate, a trustee, the liquidator of a
           succession, a tutor, a curator, an adviser to a person of full age, a
           mandatary, the administrator of a succession or any representative of
           a deceased person or any other person responsible for the
           administration of the property of another;

           "RECORD DATE" shall mean the last possible registration date which
           the sole director or the directors may fix in advance, within fifty
           (50) days prior to the event in question, for the purposes of
           determining the shareholders entitled to receive dividends, to
           participate in the distribution subsequent to winding-up, the
           shareholders entitled to receive notice of, or to vote at, a meeting
           or to subscribe to additional shares, or the shareholders who or
           which are qualified for any other purpose. If no record date is set,
           the record date in order to determine the shareholders qualified for
           any purpose shall be the date of passage by the sole director or by
           the directors of the resolution to this end, at the time of close of
           business;

           "REGISTER" shall mean the register of sole proprietorships,
           partnerships and legal persons created pursuant to AN ACT THE LEGAL
           PUBLICITY OF SOLE PROPRIETORSHIPS and administered by the Inspector
           General;

           "REGULATIONS" shall mean the Regulations made under the Act and as
           amended from time to time, and any Regulation which may be
           substituted therefor. In the event of such substitution, any
           reference in the by-laws of the Company to a provision of the

                                        3


           Regulations shall be read as a reference to the provision substituted
           therefor in the new Regulations;

           "REPRESENTATIVE" shall mean any officer or mandatary of the Company
           or any other person who, at the request of the Company, acts or acted
           as officer or mandatary of a body corporate of which the Company is
           or was a shareholder or a creditor or any person who, at the relevant
           time, acted in that capacity and shall include any promoter or any
           incorporator of the Company;

           "RESERVED POWERS", in respect of the sole director or of the
           directors, shall mean the duties which, according to the Act, must be
           discharged by the sole director or by the directors, including, in
           particular, the power to:

           a)   issue and allot shares and, as the case may be, to determine the
                fair consideration for property and services paid for such
                shares;

           b)   agree to the transfer of shares;

           c)   make calls for amounts unpaid on shares;

           d)   receive payments on shares in advance of calls;

           e)   confiscate shares remaining unpaid after a call for payment or
                initiate legal action to receive the amount due;

           f)   declare dividends;

           g)   fill vacancies on the Board of Directors:

           h)   approve the financial statements of the Company;

           i)   pass, amend or repeal by-laws; and

           j)   decide on any matter requiring the approval of the sole
                shareholder or of the shareholders;

           "UNANIMOUS SHAREHOLDER AGREEMENT" or "UNANIMOUS AGREEMENT" shall mean
           the written shareholder agreement referred to in section 123.91 of
           the Act as well as the written statement of the sole shareholder
           referred to in this same section.

6.         DEFINITIONS IN THE ACT OR IN THE REGULATIONS. Subject to the above
           definitions, the definitions provided for in the Act or in its
           Regulations shall apply to the terms and to the expressions used in
           the by-laws of the Company.

C.         INTERPRETATION

7.         RULES OF INTERPRETATION. Terms and expressions used only in the
           singular shall include the plural and vice-versa, and those importing
           the masculine gender include the feminine and the neutral genders and
           vice-versa.

                                        4


8.         DISCRETION. Unless otherwise provided, where the by-laws confer a
           discretionary power upon the sole director or on the directors, the
           latter shall exercise such power as they shall see fit, and shall act
           prudently, diligently, honestly and faithfully in the best interests
           of the Company and they shall avoid placing themselves in a position
           of conflict of interest between their personal interest and that of
           the Company. The sole director or the directors may also decide not
           to exercise such power. No provision contained in these by-laws shall
           be interpreted so as to increase the duties incumbent on the sole
           director or on the directors beyond those which are provided in the
           Act.

9.         PRECEDENCE. In the event of a contradiction between the Act, the
           unanimous shareholder agreement or the written statement of the sole
           shareholder, the articles or the by-laws of the Company, the Act
           shall prevail over the unanimous shareholder agreement or the written
           statement of the sole shareholder, the articles and the by-laws; the
           unanimous shareholder agreement or the written statement of the sole
           shareholder shall prevail over the articles and the by-laws; and the
           articles shall prevail over the by-laws.

10.        HEADINGS. The headings used in these by-laws shall serve merely as
           references and they shall not be considered in the interpretation of
           the terms, of the expressions or of the provisions contained in these
           by-laws.

11.        TIME LIMITS. If the date set for doing anything, in particular the
           sending of a notice, falls on a non-juridical day, such thing may be
           validly done on the next juridical day. In computing any time limit
           set by these by-laws, the day which marks the starting point is not
           counted, but the day of the deadline is. Non-juridical days are
           counted but, when the last day is a non-juridical day, the time limit
           is extended to the next juridical day.

SECTION 2. COMPANY

D.         HEAD OFFICE AND ESTABLISHMENT

12.        JUDICIAL DISTRICT AND ADDRESS OF HEAD OFFICE. The head office of the
           Company shall be located in the Province of Quebec in the judicial
           district indicated in its articles and at the address indicated at
           the relevant time in the declaration deposited in the Register or, in
           the meantime, in the Notice respecting the Address of the Head Office
           sent to the Inspector General pursuant to sections 123.14, 123.35 or
           123.36 of the Act.

13.        CHANGE OF ADDRESS AND OF JUDICIAL DISTRICT. The sole director or the
           directors, by resolution, may change the address of the head office
           of the Company within the boundaries of the judicial district
           specified in its articles. The President of the Company and/or the
           Secretary or any other representative designated by the sole director
           or by the directors shall notify the Inspector General of this change
           by filing a declaration to this effect pursuant to AN ACT RESPECTING
           THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS or, in the meantime, by
           sending to the Inspector General a Notice respecting the Address of
           the Head Office pursuant to section 123.35 of the Act. The sole
           director or the directors may transfer the head office of the Company
           to another judicial district by amending the articles of the Company.
           Such amendment shall take effect from the date indicated on the
           certificate of amendment.

                                        5


14.        ESTABLISHMENT. The Company may have an establishment elsewhere in the
           province in a judicial district other than that of its head office.
           It may also have an establishment outside the province by complying
           with any applicable laws.

15.        NOTICES TO THE COMPANY. Notices or documents to be sent to, or served
           upon, the Company may be so sent or served, by registered or by
           certified mail, to or at the address of the head office indicated in
           the declaration deposited in the Register or, in the meantime, in the
           Notice respecting the Address of the Head Office sent to the
           Inspector General pursuant to sections 123.14, 123.35 or 123.36 of
           the Act. The Company shall be deemed to have received, or to have
           been served, such notices or documents on the date of normal mail
           delivery unless reasonable grounds to the contrary exist.

E.         SEAL AND OTHER MEANS OF IDENTIFICATION OF THE COMPANY.

16.        FORM AND CONTENTS OF SEAL. Unless a different form or other contents
           are approved by the sole director or by the directors, the seal of
           the Company shall consist of two (2) concentric circles between which
           shall appear the corporate name of the Company and only the year of
           its incorporation may be written in the centre of this seal.

17.        LOGO. The Company may approve one (1) or more legos according to the
           specifications prescribed by the sole director or by the directors.

18.        FACSIMILE OF THE SEAL. If the Company carries on business outside the
           province in which its head office is located, it may approve one (1)
           or more facsimiles of its seal. Unless other contents are prescribed
           by the sole director or by the directors, on any such facsimile shall
           appear the corporate name of the Company and/or its version in the
           language of the province, of the territory, of the state or of the
           country or political subdivision thereof where the facsimile is used,
           the year of its incorporation only and the name of the province, of
           the territory, of the state or of the country or political
           subdivision thereof.

19.        SAFEKEEPING OF THE SEAL. The seal shall be kept at the head office of
           the Company or at any other location determined by one (1) of the
           persons authorized to use it.

20.        SAFEKEEPING OF THE FACSIMILE. The facsimile of the seal shall be kept
           at the principal establishment of the Company situated in the
           province, in the territory, in the state or in the country or
           political subdivision thereof where the facsimile is used or at any
           other location determined by one (1) of the persons authorized to use
           it.

21.        USE OF THE SEAL. The use of the seal on a document issued by the
           Company shall be authorized by one (1) of the following persons:

           a)   the Managing Director;

           b)   the President of the Company;

           c)   any Vice-President;

                                        6


           d)   the Secretary;

           e)   the Treasurer; and

           f)   any other representative designated by the sole director or by
                the directors.

22.        USE OF THE FACSIMILE. The sole director or the directors shall
           determine the representatives authorized to use the facsimile of the
           seal of the Company and only one (1) such authorized representative,
           at a given time, may affix the facsimile to a document issued by the
           Company.

23.        VALIDITY. The Company or its guarantors may not assert against a
           third party who has dealt in good faith with the Company or its
           assigns that a document bearing the seal of the Company or its
           facsimile and issued by the sole director or one (1) of its
           directors, of its officers or of its mandataries having actual or
           usual authority to issue such document is neither valid nor genuine.

24.        NAME. The Company has a corporate name which shall be assigned to it
           at the time of its incorporation and it shall exercise its rights and
           perform its obligations under that name. The sole director or the
           directors may approve or, as the case may be; abandon, the use of one
           (1) or more assumed, trade or firm names or trade-marks so as to
           enable the Company to carry on business or to identify itself, or, as
           the case may be, to cease to carry on business or to identify itself,
           by a name other than its corporate name or to identify, or to cease
           to identify, its wares or services under one (1) or more trademarks.
           However, the corporate name of the Company shall be set out in
           legible characters on all its negotiable instruments, contracts,
           invoices and orders for goods or services.

F.         BOOKS AND REGISTERS

25.        BOOK OF THE COMPANY. The Company shall opt for one (1) or more books
           in which the following documents, as the case may be, are to be kept:

           a)   a copy of the articles of the Company as well as any related
                certificate;

           b)   the by-laws of the Company and any amendments thereto;

           c)   a copy of the unanimous shareholder agreement or of the written
                statement of the sole shareholder;

           d)   a copy of the declarations deposited in the Register;

           e)   a copy of the Notices respecting the Composition of the Board of
                Directors filed with the Inspector General pursuant to sections
                123.14 or 123.81 of the Act;

           f)   a copy of the Notices respecting the Address of the Head Office
                filed with the Inspector General pursuant to sections 123.14,
                123.35 or 123.36 of the Act;

                                        7


           g)   the resolutions of the sole director or of the directors and of
                the committees of the Board of Directors and the minutes of
                their meetings;

           h)   the resolutions of the sole shareholder or of the shareholders
                and the minutes of the meetings of the shareholders;

           i)   a register of the directors indicating their surnames, their
                given names, their addresses as well as the date of the
                beginning and, as the case may be, of the end of their terms of
                office;

           j)   a register of the shareholders indicating the names and
                addresses of the shareholders in alphabetical order, and the
                last-known address of the persons who presently hold or formerly
                held shares of the Company as well as the date of their
                registration as shareholders and as the case may be, the date on
                which they ceased to be so registered;

           k)   a register of the shares issued by the Company indicating for
                each class or series of shares the names in alphabetical order
                of the persons who presently hold or who formerly held these
                shares, as the case may be, and the last-known addresses of the
                persons who presently hold or who formerly held these shares,
                the number of shares held by these persons, the date and the
                details of any transaction with respect to the shares, the
                amount due to the Company on these shares as well as the
                reference numbers for the purposes of the transfer and share
                certificate registers;

           l)   a transfer register indicating the designation of the shares
                transferred, the number and date of transfer, the names of the
                transferor and of the transferee, the number of shares
                transferred as well as the numbers of the certificates being
                cancelled and issued; and

           m)   a share certificate register indicating the number of the
                certificate, the number and the designation of the shares, the
                name of the holder of the share certificate and detailing the
                share transaction.

26.        MINUTES AND RESOLUTIONS. The minutes of the meetings of the Board of
           Directors and the resolutions of the sole director or of the
           directors as well as the minutes of the meetings of the shareholders
           and the resolutions of the sole shareholder or of the shareholders
           may be kept in the same Book of the Company under the same tab
           divider.

27.        SAFEKEEPING. The Book of the Company shall be kept at the head office
           of the Company or at any other place determined by the sole director
           or by the directors.

28.        ACCOUNTING RECORDS. The Company shall also keep at its head office in
           the Province of Quebec one (1) or more books in which are recorded
           its receipts and disbursements and the matters to which each relates,
           its financial transactions as well as its credits and liabilities.

                                        8


29.        EXAMINATION OF BOOKS, REGISTERS AND DOCUMENTS. Subject to the Act,
           the sole director or the directors and their mandataries may examine,
           during the normal business hours of the Company, the articles of the
           Company, its by-laws and any amendments thereto, the unanimous
           shareholder agreement or the written statement of the sole
           shareholder, the minutes of the meetings of the Board of Directors
           and the resolutions of the sole director or of the directors, the
           minutes of the meetings of the shareholders and the resolutions of
           the sole shareholder or of the shareholders, the copies of the
           declarations deposited in the Register and, in the meantime, the
           Notices respecting the Address of the Head Office sent to the
           Inspector General pursuant to sections 123.14, 123.35 or 123.36 of
           the Act and the Notices respecting the Composition of the Board of
           Directors sent to the Inspector General pursuant to sections 123.14
           or 123.81 of the Act, the share register indicating the names and
           addresses of the shareholder or of the shareholders, the number of
           shares held, the date and the details of the issue and of the
           transfer of shares as well as the amount due on each share. Subject
           to the Act, no creditor of the Company may examine the books,
           registers and documents of the Company and no shareholder, including
           the sole shareholder, unless he is also, as the case may be, the sole
           director or a director, may examine the books, registers and
           documents of the Company except for those specifically referred to in
           this paragraph.

30.        NON-CERTIFIED COPIES. The sole shareholder or the shareholders as
           well as their mandataries may obtain, upon request and without
           charge, a non-certified copy of the articles and of the by-laws of
           the Company and of any amendments thereto as well as of the unanimous
           shareholder agreement or of the written statement of the sole
           shareholder, as the case may be.

31.        DISCLOSURE OF INFORMATION TO SHAREHOLDERS. Unless otherwise provided
           in the Act, no shareholder may insist upon being informed with
           respect to the management of the Company especially where, in the
           opinion of the sole director or of the directors, it would be
           contrary to the interests of the Company to render any information
           public. Subject to paragraph 29 above, the sole director or the
           directors may determine the conditions under which the books,
           registers and documents of the Company may be made available to the
           sole shareholder or to the shareholders.

PART II         COMPANY WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER

SECTION 1. REPRESENTATION OF THE COMPANY

32.        REPRESENTATIVE BODIES. The Company shall act through its
           representative bodies: the Board of Directors, the officers, the
           meeting of the shareholders and its other representatives. These
           bodies shall represent the Company within the limits of the powers
           granted to them by virtue of the Act, of the articles or of the
           present by-laws. The Board of Directors may be designated by any
           other name in a document issued by the Company.

                                        9


A.         DIRECTORS

33.        MANDATARY. The director shall be considered to be a mandatary of the
           Company. He shall have the powers and the duties set out in the Act
           and in the present by-laws as well as those which are inherent in the
           nature of his office. In the course of discharging his duties, he
           shall respect the duties with which he is charged under the Act, the
           articles, a unanimous shareholder agreement and the present by-laws
           and he shall act within the limits of the powers granted to him.

34.        NUMBER. The exact number of directors shall be determined by the
           Board of Directors between the minimum and the maximum indicated in
           its articles. Failing such a decision, the exact number of directors
           of the Company shall be the number of directors whose names appear at
           the relevant time in the declaration deposited in the Register or, in
           the meantime, in the Notice respecting the Composition of the Board
           of Directors filed with the Inspector General pursuant to sections
           123.14 or 123.81 of the Act. The Company may amend its articles to
           increase or to decrease the exact number or the minimum or maximum
           number of directors. However, only a decrease in such numbers may
           shorten the term of office of the directors then in office.

35.        QUALIFICATIONS. Subject to the articles or to a unanimous agreement,
           a person need not be a resident of Canada or of the Province of
           Quebec or a shareholder in order to become a director of the Company.
           Moreover, any natural person may be a director except for a person
           who is under eighteen (18) years of age, a person of full age under
           tutorship or curatorship or assisted by an adviser, a person declared
           incapable by a court of law in another province, in another territory
           or in another country or political subdivision thereof, a person who
           is an undischarged bankrupt or a person who has been barred by a
           court of law from holding such an office.

36.        ELECTION. The directors shall be elected by the shareholders at each
           annual general meeting or, as the case may be, at a special general
           meeting. In the event of a change in the composition of the Board of
           Directors, the Company shall give notice of this change by filing a
           declaration with the Inspector General in accordance with AN ACT
           RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, or, in the
           meantime, by sending to the Inspector General a Notice respecting the
           Composition of the Board of Directors in accordance with section
           123.81 of the Act.

37.        ACCEPTANCE OF OFFICE. A director may accept his office expressly by
           signing an Acceptance of Office form to this end. Furthermore, his
           acceptance maybe made tacitly and, in such a case, it may be inferred
           from the actions, acts, deeds and even from the silence of the
           director.

38.        TERM OF OFFICE. Unless otherwise decided by the shareholders, each
           director shall hold office for a term of one (1) year or until his
           successor or his replacement shall have been appointed or elected,
           unless the term of office of the director ends prematurely. A
           director whose term of office has ended may be re-elected. The term
           of office of the directors whose names appear at the relevant time in
           the declaration deposited in the Register or, in the meantime, in the
           Notice respecting the Composition of the Board of

                                       10


           Directors filed with the Inspector General in accordance with section
           123.14 of the Act shall commence on the date of the certificate of
           incorporation and shall end when that of their successors or of their
           replacements shall commence.

39.        DE FACTO DIRECTORS. The actions, acts or deeds of the directors shall
           not be voidable by reason only that the latter were incapable, that
           their appointment was irregularly made or that a declaration filed
           with the Inspector General and deposited in the Register or that a
           Notice respecting the Composition of the Board of Directors sent to
           the Inspector General in accordance with sections 123.14 or 123.81 of
           the Act are incomplete, irregular or erroneous. The action, act or
           deed of a person who no longer holds the office of director shall be
           valid unless, before that action, act or deed, a written notice shall
           have been sent or tendered to the Board of Directors or unless a
           written notice stating that such person is no longer a director of
           the Company shall have been registered in the Book of the Company.
           This presumption shall only be valid with respect to persons acting
           in good faith.

40.        NOTICES TO DIRECTORS. The notices or documents required by the Act,
           by the articles, by the by-laws of the Company or by the unanimous
           shareholder agreement to be sent to the directors may be sent by
           registered or certified trail or delivered personally to the
           directors, to or at the address indicated at that time in the Book of
           the Company or at the relevant time in the declaration deposited in
           the Register or, in the meantime, in the Notice respecting the
           Composition of the Board of Directors filed with the Inspector
           General in accordance with sections 123.14 or 123.81 of the Act. The
           directors to whom are sent notices or documents shall be deemed to
           have received them at the date of normal mail delivery unless
           reasonable grounds to the contrary exist. In order to prove the
           receipt and the date thereof, it shall be sufficient to establish
           that the letter was registered or certified, that it was properly
           addressed and that it was deposited at a post office, as well as the
           date at which it was so deposited and the time which was necessary
           for it to be delivered in the ordinary course of mail delivery, or,
           if the letter was delivered in person, it shall be sufficient to
           produce a dated acknowledgement of receipt bearing the signature of
           the director.

41.        REMUNERATION AND EXPENSES. The directors may fix their own
           remuneration without having to pass a resolution to this end. Unless
           otherwise provided, such remuneration shall be in addition to any
           other remuneration paid to the directors in another capacity. A
           director may receive advances and shall be entitled to be reimbursed
           for all expenses incurred in the execution of his office. Moreover,
           the Board of Directors may pay an additional remuneration to any of
           its members undertaking any task outside the ordinary course of his
           office.

42.        CONFLICT OF INTEREST AND OF DUTIES. No director may mingle the
           property of the Company with his own; nor may he use, for his own
           profit or for that of a third party, any property of the Company or
           any information which he obtains by reason of his duties, unless he
           is authorized to do so by the shareholders of the Company. A director
           shall avoid placing himself in a position of conflict of interest
           between his personal interest and his duties as director. He shall
           declare to the Company any interest which he holds in an enterprise
           or in an association which is likely to place him in a position of
           conflict of interest as well as

                                       11


           any right which he may set up against it, indicating, as the case may
           be, its nature and its value. This declaration of interest shall be
           recorded in the minutes of the proceedings of the Board of Directors
           or in the resolution in lieu of a meeting. A director, even in the
           discharge of his duties, may acquire, directly or indirectly, an
           interest in the property under his administration or he may contract
           with the Company. He shall notify the Company immediately of this
           fact, indicating the nature and the value of the rights which he is
           acquiring, and request that this fact be recorded in the minutes of
           the proceedings of the Board of Directors or in the resolution in
           lieu of a meeting. Except where required, he shall abstain from
           discussing, and from voting on, the matter. This rule, however, shall
           not apply to matters regarding the remuneration of the director or
           his terms of employment. The directors, however, may grant
           guarantees, by way of mortgage, hypothec or otherwise, upon the
           assets of the Company, to any director or officer who personally
           guarantees the liabilities of the Company. Subject to the above, the
           directors may also serve on the Board of Directors of other
           enterprises, even where the latter are competitors, and they may act
           as consultants or in another capacity for such enterprises.

43.        RESIGNATION. A director may resign from office by forwarding a letter
           of resignation to the head office of the Company by courier or by
           registered or certified mail. The resignation of a director shall be
           approved by the directors. Subject to such approval, the resignation
           shall become effective on the date when the letter of resignation
           shall have been received by the Company or on the date specified in
           the letter of resignation if the latter is subsequent to the date of
           its sending. Such resignation, however, shall not discharge the
           director from paying any debt owing to the Company before his
           resignation became effective. A director shall be liable for any
           injury caused to the Company by his resignation if he submits it
           without a serious reason and at an inopportune moment. However, a
           director shall be entitled to the remuneration which he has earned
           until the date of his resignation.

44.        REMOVAL FROM OFFICE. Unless otherwise provided in the articles or in
           a unanimous agreement, any director may be removed from office
           prematurely by way of a resolution passed, at a special general
           meeting called for this purpose, by a majority of the shareholders
           entitled to elect him. Notwithstanding the fact that the director is
           removed from office prematurely, without a serious reason and at an
           inopportune moment, the Company shall not be liable for any injury
           caused to a director by his removal from office. Where the holders of
           a class or of a series of shares have the exclusive right to elect a
           director, the latter may only be removed from office by a resolution
           passed at a meeting of the holders of that class or of that series.
           The director against whom a request for removal from office is
           directed shall be notified of the place, of the date and of the time
           of the meeting within the same time frame as that provided for the
           calling of the meeting. He shall have the right to attend and to
           address the meeting or, in a written statement read by the chairman
           of the meeting, to put forth the reasons for which he opposes the
           resolution proposing his removal from office. Furthermore, at the
           same meeting, the shareholders, by a resolution, may fill a vacancy
           caused by the removal from office of the director.

45.        END OF TERM OF OFFICE. The term of office of a director of the
           Company shall end in the event of his death, of his resignation, of
           his removal from office or IPSO FACTO if he no

                                       12


           longer qualifies as a director, upon expiry of his term of office, by
           the institution of a method of protective supervision in his respect
           or by one of the common causes of extinction of obligations provided
           for by law. The term of office of a director shall also end in the
           event of the bankruptcy of the Company.

46.        VACANCIES. Subject to the Act, to paragraph 44 hereof and unless the
           articles provide otherwise, the directors, if a quorum exists, may
           fill a vacancy in their numbers on the Board of Directors. If the
           vacancy cannot be so filled by the directors, the latter shall call,
           within thirty (30) days, a special general meeting of the
           shareholders in order to fill this vacancy. If there are no longer
           any directors sitting on the Board of Directors or if the directors
           fail to call such a meeting within the prescribed time limit, one (1)
           or more shareholders holding not less than one-tenth (1/10) of the
           issued shares of the Company may call such a meeting. In the event
           that the term of office of the directors shall have ended before any
           shares of the Company have been issued, the last director shall be
           deemed to have subscribed for one (1) share of the Company and this
           share shall be deemed to have been issued conditionally at the end of
           the term of office of this director thirty (30) days before the end
           of such term. Such share need not be fully paid-up at the time of its
           issue. The shareholder shall then proceed forthwith to elect a new
           Board of Directors. Vacancies on the Board of Directors shall then be
           filled by a resolution of the shareholders or, as the case may be, of
           the holders of a class or of a series of shares having an exclusive
           right to elect the director whose office is vacant. A director
           appointed to fill a vacancy shall complete the unexpired portion of
           his predecessor's term and shall remain in office until his successor
           or his replacement shall be appointed or elected. The Company shall
           give notice of this change by filing a declaration with the Inspector
           General pursuant to AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE
           PROPRIETORSHIPS, or, in the meantime, by sending to the Inspector
           General a Notice respecting the Composition of the Board of Directors
           pursuant to section 123.81 of the Act.

B.         POWERS OF THE DIRECTORS

47.        GENERAL RULE. The directors shall supervise the management and carry
           on the business and affairs of the Company and they may execute, in
           the name of the latter, contracts of any kind which are allowed by
           law. Generally speaking, they shall exercise all the powers of the
           Company and perform all the actions, acts or deeds within the limits
           of the powers of the latter, except those which the Act or a
           unanimous agreement expressly reserve for the shareholders. In
           particular, the directors shall be expressly authorized to lease, to
           purchase or otherwise acquire or to sell, to exchange, to hypothecate
           or to mortgage, to pledge or otherwise dispose of the movable or
           immovable property, presently held or after-acquired, of the Company.
           Finally, they may perform any other action, act or deed which is
           useful or necessary in the interests of the Company.

48.        DUTIES. Every director of the Company, in the exercise of his powers
           and in the discharge of his duties, shall act prudently, diligently,
           honestly and faithfully in the best interests of the Company and
           avoid placing himself in a position of conflict of interest between
           his personal interest and that of the Company. Moreover, every
           director of the

                                       13


           Company shall comply with the Act and its Regulations, with the
           articles, with the by-laws of the Company and with any unanimous
           shareholder agreement of the Company.

49.        CALLS FOR PAYMENT. The directors, by resolution, may make calls for
           payment and demand from the shareholders payment of the whole or any
           part of the amount unpaid on the purchase price of shares subscribed
           for or held by them. Each shareholder shall pay the amount called for
           at the time and place fixed by the directors.

50.        GIFTS INTER VIVOS. The directors may make gifts INTER VIVOS of the
           assets of the Company, even for a substantial value, without having
           to obtain the consent of the shareholders provided that such gifts
           shall be made in the best interests of the Company.

51.        BY-LAWS. Unless otherwise provided in the articles, in the by-laws of
           the Company or in a unanimous shareholder agreement, the directors,
           by resolution, may pass, amend or repeal any by-law governing the
           affairs of the Company. By-laws passed, amended or repealed by the
           directors according to the above shall be submitted to the
           shareholders at the following annual general meeting. By-laws passed
           amended or repealed by the directors shall take effect on the date of
           their passage, amendment or repeal by the directors. After
           confirmation or amendment by the shareholders they shall continue in
           force in their original or amended state, as the case may be.
           However, they shall cease to have effect following their rejection by
           the shareholders or in the event of failure by the directors to
           submit them to the shareholders at the annual general meeting
           following their passage. Nevertheless, it shall be possible, in the
           meantime to obtain confirmation of these by-laws by a special general
           meeting of the shareholders of the Company duly called for this
           purpose. By-laws relating to the appointment to the office to the
           duties, to the remuneration and to the removal from office of the
           officers or of the employees of the Company as well as those
           pertaining to the bond which the latter shall provide need not be
           approved by the shareholders in order to continue in force.
           Furthermore. in the event of a rejection by the shareholders of a
           by-law or of a failure by the directors to submit this by-law to the
           annual general meeting of the shareholders, any subsequent resolution
           by the directors to the same general effect, within the two (2) years
           immediately following, cannot come into force until after
           confirmation by the shareholders.

52.        BANKING AND FINANCE. Banking and financial operations of the Company
           shall be carried on with the banks or other financial institutions
           designated by the directors. The directors shall also designate one
           (1) or more persons to carry out these banking or financial
           operations on behalf of the Company.

53.        FINANCIAL YEAR. The date of the end of the financial year of the
           Company shall be determined by the directors.

54.        DISSENT. A director in attendance at a meeting of the Board of
           Directors or of the Executive Committee or of another committee of
           the Board of Directors shall not be bound by the actions, acts or
           deeds of the Company and shall not be deemed to have approved all the
           resolutions passed or all the decisions made if, in the course of the
           meeting, his dissent is recorded in the minutes of the meeting,
           whether at his request or not, or if a notice in writing of his
           dissent is sent to the secretary of the meeting before the

                                       14


           adjournment or rising of the meeting or if his dissent is sent to the
           Company by registered or certified mail or is delivered to the head
           office of the Company immediately after the meeting is adjourned. A
           director absent from a meeting of the Board of Directors or of the
           Executive Committee or of another committee of the Board of Directors
           shall be deemed not to have approved any resolution or to have
           participated in any decision made at this meeting, if, within seven
           (7) days after becoming aware of the resolution, he causes his
           dissent to be recorded in the minutes of the meeting or if he sends
           his dissent or has it sent by registered or certified mail or
           delivers it or has it delivered to the head office of the Company.

55.        APPROVAL BY SHAREHOLDERS. The directors, in their discretion, may
           submit any contract, decision made or transaction for approval,
           confirmation or ratification at a meeting of the shareholders called
           for this purpose. Subject to the Act, any such contract, decision
           made or transaction shall be approved, ratified or confirmed by a
           resolution passed by a majority of the votes cast at any such meeting
           and, unless any different or additional requirement is imposed by the
           Act, by the articles or by any other by-law of the Company, such
           contract, such decision made or such transaction shall be as valid
           and as binding upon the Company and upon the shareholders as if it
           had been approved, confirmed or ratified by all the shareholders of
           the Company.

C.         MEETINGS OF THE BOARD OF DIRECTORS

56.        CALLING OF MEETINGS. The Chairman of the Board of Directors, the
           President of the Company, any Vice-President, the Secretary or any
           two (2) directors may call at any time a meeting of the directors and
           the Secretary of the Company shall call the meeting when so directed
           or otherwise authorized to do so. Such meetings shall be called by
           way of a notice sent by mail, by telegram, by telex or by any other
           electronic means or delivered in person to the directors to or at the
           address appearing at that time in the Book of the Company or at the
           relevant time in the declaration deposited in the Register or, in the
           meantime, in the Notice respecting the Composition of the Board of
           Directors filed with the Inspector General pursuant to sections
           123:14 and or 123.81 of the Act. The notice of the meeting shall
           specify the place the date and the time of such meeting and, subject
           to paragraph 60 below, be received at least two (2) clear juridical
           days prior to the date set for the meeting. It need specify neither
           the purpose nor the agenda of the meeting but it shall detail any
           question respecting the reserved powers. The director shall be deemed
           to have received this notice within the normal time for delivery
           according to the means of communication used unless there are
           reasonable grounds for believing that the notice was not received on
           time or that it was not received at all. If the address of a director
           does not appear in the Book of the Company, this notice may be sent
           to the address where, in the judgment of the sender, it is most
           likely to be received promptly by the director.

57.        FIRST DIRECTORS' RESOLUTIONS. After the issue of the certificate of
           incorporation, the first directors, by way of resolutions in writing,
           may pass by-laws, approve forms of share certificates and of
           registers of the Company, authorize the issue of shares, appoint
           officers, appoint one (1) or more auditors, or, as the case may be,
           accountants of the Company, make any necessary arrangements with
           banks or financial institutions, and deal with any other question.

                                       15


58.        REGULAR MEETINGS. The directors may determine the place, the date and
           the time where or when regular meetings of the Board of Directors
           shall be held. A copy of any resolution of the Board of Directors
           setting the place, the date and the time of these regular meetings
           shall be sent to each director immediately after its passage but no
           further notice of a regular meeting shall be required unless a
           question relating to the reserved powers must be dealt with or
           settled at that meeting.

59.        ANNUAL MEETING. Each year, immediately after the annual general
           meeting of the shareholders, a meeting of the newly-elected directors
           shall be held, provided that a quorum exists, for the purposes of
           appointing the officers, the accountant of the Company, as the case
           may be, and the other representatives of the Company, and to deal
           with any question which may be raised thereat. Such meeting shall be
           held without notice unless a question respecting the reserved powers
           must be dealt with or settled at that meeting.

60.        EMERGENCY MEETING. A meeting of directors may be called by any means,
           at least three (3) hours before the meeting, by one (1) of the
           persons who have the power to call a meeting of directors, if, in the
           opinion of such person, it is urgent that a meeting be held. In
           determining the validity of a meeting so called, this notice shall be
           considered sufficient in itself.

61.        WAIVER OF NOTICE. Any director, orally or in writing, may waive his
           right to receive notice of a meeting of the Board of Directors or of
           a change in such notice or in the time limit indicated therein. Such
           waiver may be given validly before, during or after the meeting in
           question. The attendance of a director at the meeting, in itself,
           shall constitute a waiver, except where he indicates that he is
           attending the meeting for the express purpose of objecting to the
           proceedings because, among other reasons, the meeting was not validly
           called. The signature of a written resolution in lieu of a meeting
           shall also constitute a waiver of notice of the calling and of the
           holding of an actual meeting.

62.        PLACE OF MEETINGS. Meetings of the Board of Directors shall be held
           at the head office of the Company or at any other place, in the
           Province of Quebec or elsewhere, which the directors may determine.

63.        QUORUM. Subject to the Act, to the articles, to the by-laws of the
           Company or to a unanimous shareholder agreement, the quorum at a
           meeting of the Board of Directors shall be a majority of the
           directors then in office. If a quorum is not attained within fifteen
           (15) minutes after commencement of the meeting, the directors may
           only decide on an adjournment thereof. The quorum shall be maintained
           for the duration of the meeting.

64.        PRESIDENT AND SECRETARY. The Chairman of the Board of Directors or,
           in his absence, the President of the Company or any Vice-President
           shall chair all meetings of the Board of Directors, and the Secretary
           of the Company shall act as the secretary thereof. In their absence,
           the directors shall choose a chairman from their number, and, as the
           case may be, any person to act as secretary of the meeting.

                                       16


65.        PROCEDURE. The chairman of a meeting of the Board of Directors shall
           be responsible for the proper conduct of the meeting, shall submit to
           the directors the proposals which must be put to a vote and,
           generally, shall establish reasonable and impartial rules of
           procedure to be followed, subject to the Act, to the by-laws of the
           Company or to the rules of procedure usually followed during
           deliberating assemblies. Failure by the chairman of the meeting to
           submit a proposal shall entitle any director to do so before the end
           or the adjournment of said meeting; if such proposal falls within the
           powers of the directors and if no reference thereto is required in
           the notice of the meeting, the directors may consider the, proposal
           without it having been seconded. To this end, the agenda for any
           meeting of the Board of Directors shall be deemed to allow, time for
           the directors to submit their proposals.

66.        VOTE. Each director may cast one (1) vote and all questions submitted
           to the Board of Directors shall be decided by a majority vote of the
           directors present and voting. Voting shall be by a show of hands
           unless the chairman of the meeting or a director in attendance
           requests a ballot. If a ballot is held, the secretary of the meeting
           shall as a scrutineer and count the ballots. In both cases, if one
           (1) or more directors participate in a meeting by technical means,
           they shall indicate orally to the secretary the manner in which they
           shall be casting their vote. Voting by proxy shall not be permitted
           at meetings of the Board of Directors. The chairman of the meeting
           shall not have a second or casting vote in the event of a tie vote.

67.        MEETING BY TECHNICAL MEANS. One (1), several or all the directors,
           with the consent of all the other directors of the Company, which
           consent may be given before, during or after the meeting, in a
           specific manner for a given meeting or in a general manner for all
           subsequent meetings, may participate in a meeting of the Board of
           Directors by way of technical means, such as a telephone, which
           enable them to communicate simultaneously and instantaneously with
           the other directors or persons attending, or participating in, the
           meeting. In such cases, these directors shall be deemed to have
           attended the meeting, which shall be deemed to have been held in the
           Province of Quebec. The directors amending, or participating in, a
           meeting held using such technical means may decide on any matter,
           such as the passage of a by-law, one (1) of the reserved powers or
           the replacement of a director. A director may also declare any
           conflict of interest at such meeting. The Secretary shall keep
           minutes of such meetings and shall record any dissent. The statement
           by the chairman and by the secretary of the meeting so held to the
           effect that a director participated in the meeting shall be valid
           until proven otherwise. In the event of an interruption in the
           communication with one (1) or more directors, the meeting shall
           continue to be valid if a quorum is maintained.

68.        RESOLUTIONS IN LIEU OF MEETINGS. Resolutions in writing, signed by
           all the directors entitled to vote on them at meetings of the Board
           of Directors, shall be as valid as if they had been passed at such
           meetings. A copy of these resolutions, once passed, shall be kept
           with the minutes of the proceedings of the Board of Directors.

69.        ADJOURNMENT. The chairman of a meeting of the Board of Directors,
           with the consent of the majority of the directors in attendance, may
           adjourn this meeting to another place, date and time without having
           to provide notice of the meeting again to the directors. The

                                       17


           reconvening of any meeting so adjourned may take place without notice
           if the place, the date and the time of the adjourned meeting are
           announced at the original meeting. Upon reconvening of the meeting,
           the directors may validly decide on any matter which was not settled
           at the original meeting, provided a quorum is present. The directors
           who constituted the quorum at the original meeting need not be those
           constituting the quorum at the reconvened meeting. If a quorum does
           not exist at the reconvened meeting, the meeting shall be deemed to
           have ended at the previous meeting when the adjournment was
           pronounced.

70.        VALIDITY. Decisions made during a meeting of the Board of Directors
           shall be valid notwithstanding an irregularity, thereafter
           discovered, in the election or appointment of one (1) or more of them
           or their inability to serve as directors.

D.         OFFICERS AND REPRESENTATIVES

71.        APPOINTMENT. Subject to the provisions of the articles, of the
           by-laws or of any unanimous agreement, the directors may appoint any
           qualified person, who, unless otherwise provided in the present
           by-laws, does not necessarily have to be a shareholder or a director
           of the Company, to the office of President of the Company, of
           Chairman of the Board of Directors, of Vice-President, of Treasurer
           or of Secretary, and they may provide for assistants to such
           officers. Moreover, the directors, or the President of the Company or
           the Chairman of the Board of Directors with the consent of the
           directors, may create any other office and appoint thereto qualified
           persons, whether they be shareholders of the Company or not, to
           represent the Company and to discharge the duties which they
           determine. The officers or the representatives may delegate the
           powers which they have received from the directors as well as those
           which are inherent in their office. However, they shall select their
           substitutes carefully and provide them with appropriate instructions.

72.        CUMULATIVE DUTIES. The same person may hold two (2) or more offices
           within the Company, provided that they are not incompatible with each
           other. Where the same person holds the offices of Secretary and
           Treasurer, he may, but need not, be designated as the
           "Secretary-Treasurer" of the Company.

73.        TERM OF OFFICE. The term of office of the officers or of the other
           representatives of the Company shall begin with their acceptance of
           the office and such acceptance may be inferred from their actions,
           acts or deeds. Their term of office shall continue until their
           successors or their replacements shall have been appointed by the
           directors unless their term of office ends prematurely in accordance
           with paragraphs 92 to 94 of the present by-laws.

74.        REMUNERATION. The remuneration of the officers or of the
           representatives of the Company shall be fixed by the directors
           without their having to pass a resolution to this end, or, in the
           absence of such a decision, by the President of the Company. Unless
           indicated otherwise, such remuneration shall be in addition to any
           other remuneration paid to the officer or to the representative of
           the Company in another capacity. The fact that any officer
           representative or employee shall be a director or a shareholder of
           the

                                       18


           Company shall not disqualify him from receiving, in his capacity as
           officer, representative or employee, such remuneration as may be
           determined.

75.        POWERS. Subject to the articles, to the by-laws or to a unanimous
           shareholder agreement, the directors shall determine the powers of
           the officers and of the other representatives of the Company. The
           directors may delegate to them all their powers, except the reserved
           powers or those which require the approval of the shareholders. The
           officers and the other representatives shall also have the powers
           inherent in the Act or which normally relate to their office.
           Furthermore, they may exercise these powers either within or outside
           the Province of Quebec.

76.        DUTIES. The officers and the representatives, in the discharge of
           their duties, shall act prudently, diligently, honestly and
           faithfully in the best interests of the Company and within the limits
           of their respective offices and they shall avoid placing themselves
           in a position of conflict of interest between their personal interest
           and that of the Company. They shall be deemed to have acted within
           the limits of their offices when they discharge their duties in a
           manner which is more-advantageous for the Company. They shall be held
           liable to the Company for actions, acts or deeds performed alone
           which they were only authorized to carry out in conjunction with one
           (1) or more other persons unless they acted in a manner which turned
           out to be more advantageous for the Company than that which had been
           agreed upon. In arriving at a decision, they may rely in good faith
           on the opinion or on the report of an expert and, in such a case,
           shall be deemed to have acted prudently, diligently, honestly and
           faithfully in the best interests of the Company.

77.        CHAIRMAN OF THE BOARD OF DIRECTORS. The directors may appoint a
           Chairman of the Board of Directors who shall be a director. If a
           Chairman of the Board of Directors is appointed, the directors may
           delegate to him all of the powers and duties conferred by the present
           by-laws on the President of the Company as well as any other powers
           which the directors may determine.

78.        PRESIDENT OF THE COMPANY. The President of the Company shall be its
           chief executive officer subject to the control of the directors. He
           shall supervise, administer and manage generally the affairs of the
           Company, except for the reserved powers and for the business which
           must be transacted by the shareholders at annual or special general
           meetings. He shall hire and dismiss the mandataries or the employees
           of the Company. He shall also exercise all the powers and discharge
           all the duties delegated to him by the directors. When requested to
           do so by the directors, or by one (1) or more of them, he shall
           provide all relevant information relating to the business of the
           Company. If no Chairman of the Board of Directors has been elected,
           or, if he is absent or unable to act, the President of the Company if
           he is a director and if he is in attendance, shall chair all meetings
           of the Board of Directors and all meetings of the shareholders.

79.        VICE-PRESIDENT. In the absence of the President of the Company or in
           the event of the latter's inability, refusal or failure to act, the
           Vice-President shall possess all the powers and assume all the duties
           of the President of the Company save that no Vice-President shall
           chair a meeting of the Board of Directors or a meeting of the
           shareholders who is not otherwise qualified to attend such meeting as
           a director or as a shareholder, as the

                                       19


           case may be. If there is more than one (1) Vice-President, the
           President of the Company shall designate any Vice-President to act on
           his behalf, and, if the President of the Company fails to do so, the
           directors may designate such Vice-President and, finally, failing
           such designation by the directors, the Vice-Presidents may as on the
           basis of seniority.

80.        TREASURER. The Treasurer shall manage generally the finances of the
           Company. He shall be responsible for all fund, shares, books,
           receipts or discharges and other documents of the Company. He shall
           deposit all money and other valuables in the name and to the credit
           of the Company in the bank or other financial institution chosen by
           the directors. He shall submit at each meeting of Board of Directors,
           whenever required to do so by the President of the Company or by a
           director, a detailed statement of account of the receipts and
           disbursements as well as a detailed accounting of the financial
           situation of the Company. He shall present a detailed financial
           statement of the Company, prepared in accordance with the Act, at the
           meeting of the Board of Directors prior to the annual general meeting
           of the shareholders. He shall be responsible for receiving, and for
           issuing receipts for, the amounts payable to the Company, and for
           paying, and for receiving receipts for, amounts which the Company
           owes, whatever the source of the funds may be. He shall discharge all
           duties which are inherent in his office as well as those powers and
           duties determined by the directors. The latter may appoint an
           Assistant-Treasurer in order to assist the Treasurer of the Company
           in the discharge of his duties.

81.        SECRETARY. The Secretary shall act as secretary at all meetings of
           the Board of Directors and of the committees of the Board of
           Directors and at all the meetings of the shareholders. He shall
           ensure that all notices are given and that all documents are sent in
           accordance with the provisions the Act and with the by-laws of the
           Company and shall keep, in the Book of the Company, the minutes of
           the meetings of the Board of Directors, of the committees of the
           Board of Directors and of the meetings of the shareholders. Moreover,
           he shall be responsible for the safekeeping of the seal of the
           Company and shall ensure the maintenance and the updating of all
           books, registers, reports, certificates and other documents of the
           Company. He shall also be responsible for the filing of the records
           of the latter. He shall countersign the minutes and the share
           certificates. Finally, he shall discharge such other duties as are
           entrusted to him by the President of the Company or by the directors.
           The Assistant-Secretary shall exercise the powers and discharge the
           duties which are delegated to him by the directors or by the
           Secretary.

82.        GENERAL MANAGER. The directors may appoint a person to act as General
           Manager. They may delegate to him all their powers except for the
           reserved powers. The remuneration of the General Manager shall be
           fixed by the directors. Unless otherwise provided, such remuneration
           shall be in addition to any other remuneration to be paid to him in
           another capacity by the Company. The General Manager shall be
           entitled to be compensated by the Company for fees and expenses
           incurred in the discharge of his duties.

83.        POSTING OF SECURITY BOND. The directors, the President of the Company
           or any person duly authorized by any one (1) of them, may require
           that certain officers, representatives

                                       20


           or employees of the Company post a security bond, in such form and
           containing such guarantees as the directors may determine, in order
           to guarantee the proper performance of their powers and discharge of
           their duties.

84.        CONFLICT OF INTEREST. Any officer or representative shall avoid
           placing himself in a position of conflict of interest between his
           personal interest and that of the Company and he shall declare any
           conflict of interest to the directors. The rules governing conflicts
           of interest of the directors shall apply with all necessary changes,
           to the officers and to the representatives.

85.        SIGNING OF DOCUMENTS. Contracts, documents or instruments in writing
           requiring the signature of the Company may be signed by the President
           of the Company alone or by two (2) persons holding the office of
           Vice-President, of Chairman of the Board of Directors, of director,
           of Secretary, of Treasurer or of General Manager or by their duly
           authorized assistants and all contracts, documents or instruments in
           writing so signed shall bind the Company without the necessity of any
           other authorization or formality. The directors may also designate
           any other person to sign and to deliver on behalf of the Company all
           contracts, documents or in writing and such authorization may be
           given by resolution in general or in specific terms.

86.        SIGNING OF DECLARATIONS TO BE DEPOSITED IN THE REGISTER. The
           declarations which are to be filed with the Inspector General
           pursuant to AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE
           PROPRIETORSHIPS may be signed by the President of the Company, by any
           director of the Company or by any person authorized by the directors.

87.        MECHANICALLY-REPRODUCED SIGNATURE. Subject to the Act, the directors
           may permit the contracts, documents or instruments in writing which
           are issued by the Company to bear mechanically-reproduced signatures.
           The signature of a resolution in lieu of a meeting of the Board of
           Directors or of the shareholders may also be mechanically reproduced,
           including the use of a stamp as a signature.

88.        PROXYHOLDER OF THE COMPANY. The directors may authorize any person to
           sign and to convey proxies and to ensure that the proper ballots or
           other evidence of the right to vote attached to all the shares held
           by the Company be issued. Furthermore, the directors, from time to
           time, may determine the manner in which, and designate one (1) or
           more persons by whom, the rights to vote may or shall be exercised.

89.        LEGAL OR OTHER PROCEEDINGS. The President of the Company, any officer
           o: any other person authorized by the directors or by the President
           of the Company shall be respectively authorized to commence any
           action, suit, application or proceeding of a legal, administrative or
           other nature on behalf of the Company or to appear and to answer for
           the Company with respect to any writ, order or injunction, issued by
           any court of law or by any tribunal, with respect to any
           interrogatories upon articulated facts, and with respect to any other
           action, suit, application or other proceeding in which the Company
           shall be involved; to answer in the name of the Company with respect
           to any seizure by garnishment in which the Company shall be garnishee
           and to make any affidavit or sworn declaration relating to such
           garnishment or to any other proceeding to which the

                                       21


           Company shall be made a party; to make demands or requests for
           assignment of property or applications or petitions for winding-up or
           sequestration orders against any debtor of the Company; to attend and
           to vote at, any meeting of the creditors or of the debtors of the
           Company; to grant proxies and to take, with respect to such actions,
           suits, applications or proceedings, any other action, act or deed or
           to make any other decision deemed to be in the best interests of the
           Company.

90.        PRIMA FACIE EVIDENCE OF BY-LAW. A copy of a by-law of the Company to
           which the seal of the Company has been affixed and which purports to
           have been signed by the President of the Company or by the Secretary
           shall be admissible as against any shareholder of the Company as
           being, in itself PRIMA FACIE evidence of the by-law.

91.        DE FACTO OFFICERS OR REPRESENTATIVES. The actions, acts or deeds
           carried out by the officers or by the representatives shall not be
           voidable by reason only of the fact that they were incapable or that
           their appointment was irregularly made.

92.        RESIGNATION. Any officer or representative may resign from office by
           forwarding a letter of resignation to the head office of the Company
           by courier or by registered or certified mail. The resignation shall
           become effective upon receipt of the letter of resignation by the
           Company or at any later date specified therein. However, the
           resignation of an officer or of a representative may only take place
           subject to the provisions of any existing employment contract between
           him and the Company. The resignation shall not discharge the officer
           or the representative from the payment of any debt owing by him to
           the Company before his resignation became effective. However, the
           officer or the representative shall be liable for any injury caused
           to the Company by his resignation if he submits it without a serious
           reason and at an inopportune moment.

93.        REMOVAL FROM OFFICE. The directors may remove from office any officer
           or representative of the Company and may choose his successor or his
           replacement. Nevertheless, the removal from office of an officer or
           of a representative may only take place subject to the provisions of
           any existing employment contract between him and the Company.
           However, the Company shall be liable for any injury caused to the
           officer or to the representative by his removal from office without a
           serious reason and at an inopportune moment.

94.        END OF TERM OF OFFICE. The term of office of an officer or of a
           representative shall end upon his death, his resignation, his removal
           from office, upon expiry of his term of office as officer or
           representative, if he is declared incapable by a court of law in
           another province, in another territory, or in another country or a
           political subdivision thereof, if he becomes an undischarged
           bankrupt, upon appointment of his successor or of his replacement, by
           the institution of a method of protective supervision in his respect
           or by one of the common causes of extinction of obligations provided
           for by law.

E.         EXECUTIVE COMMITTEE AND OTHER COMMITTEES

95.        APPOINTMENT. The Board of Directors, if it consists of more than six
           (6) directors, may create an Executive Committee made up of at least
           three (3) directors, insofar as it is

                                       22


           authorized to do so by a by-law duly passed by the vote of at least
           two-thirds (2/3) in value of the shares represented by the
           shareholders in attendance at a special general meeting of the
           Company. The appointment of members of the Executive Committee shall
           normally take place at the meeting of the Board of Directors
           immediately following the annual general meeting of the shareholders.

96.        QUALIFICATIONS. The members of the Executive Committee of the Board
           of Directors shall be chosen from among the directors. A majority of
           the members of the Executive Committee need not be resident Canadians
           or residents of the Province of Quebec.

97.        POWERS. Subject to the restrictions contained in the by-law passed by
           the shareholders with respect to the Executive Committee and subject
           to other by-laws which may be passed from time to time by the
           directors, the Executive Committee shall exercise, under the control
           of the directors, all the powers of the directors with regard to the
           management and control of the business of the Company, except for the
           reserved powers and those powers which require the approval of the
           shareholders. The Executive Committee shall report on its activities
           to the directors who may reverse or modify the decisions of the
           Executive Committee, subject to the rights of third parties. The
           Executive Committee shall consult with, and assist, the officers and
           the representatives in all matters concerning the Company and its
           management.

98.        MEETINGS. The directors or any person appointed by them may call
           meetings of the Executive Committee at any time. These meetings shall
           be chaired by the Chairman of the Board of Directors, or, in his
           absence, by a chairman selected from among their number by the
           members in attendance. The Secretary of the Company shall also act as
           the secretary of the Executive Committee, unless the Executive
           Committee decides otherwise. Written resolutions signed by all the
           members of the Executive Committee shall be as valid as if they had
           been passed at a meeting of the Executive Committee. A copy of these
           resolutions, once passed, shall be kept with the minutes of the
           proceedings of the Executive Committee. The rules applicable to
           meetings of the Board of Directors shall apply, with all necessary
           changes, to meetings of the Executive Committee. The quorum at
           meetings of the Executive Committee shall be a majority of the
           members of the Executive Committee.

99.        REMUNERATION. Members of the Executive Committee shall be entitled to
           be compensated for their services which the directors of the Company
           shall fix without having to pass a resolution to this end. Unless
           otherwise provided, such remuneration shall be in addition to any
           other remuneration paid to them in another capacity by the Company.

100.       COMPENSATION. Members of the Executive Committee shall be entitled to
           be compensated by the Company for fees and expenses incurred in the
           discharge of their duties. Such compensation shall be made in
           accordance with the Division of the present by-laws entitled
           "Protection of the Directors, of the Officers and of the
           Representatives".

101.       OTHER COMMITTEES. The directors may also create other advisory
           committees which they deem necessary and appoint any person to serve
           thereon, whether or not he be a director

                                       23


           of the Company. The powers of these other committees shall be limited
           to those delegated to them by the directors and such other committees
           shall only have access to such information as the directors may
           determine. Members of these other committees shall be entitled to
           remuneration for their services which the directors of the Company
           shall fix without having to pass a resolution to this end. They shall
           also be entitled to be compensated by the Company for fees and
           expenses incurred in the discharge of their duties. Such compensation
           shall be made in accordance with the Division of the present by-laws
           entitled "Protection of the Directors, of the Officers and of the
           Representatives". The rules applicable to meetings of the Board of
           Directors shall apply, with all necessary changes, to meetings of
           these other committees. The quorum at meetings of each of these
           committees shall be a majority of the members of that committee.

102.       REMOVAL FROM OFFICE AND REPLACEMENT. The directors may remove from
           office any member of the Executive Committee or of any other
           committee. Despite the fact that the removal from office of a member
           of the Executive Committee shall have been carried out prematurely,
           without a serious reason and at an inopportune moment, the Company
           shall not be liable for any injury caused to the member of the
           Executive Committee. The directors may fill any vacancy which occurs
           on any committee at a meeting called for this purpose.

103.       END OF TERM OF OFFICE. The office of a member of the Executive
           Committee or of any other committee of the Board of Directors shall
           end by reason of his death of his resignation, of his removal from
           office by the directors, upon expiry of his term in office, if he is
           declared incapable by a court of law in another province, in another
           territory, in another country or political subdivision thereof, if he
           becomes an undischarged bankrupt, if he becomes disqualified from
           serving as a director or a member of the Executive Committee or of
           another committee of the Board of Directors, upon appointment of his
           successor or of his replacement, by the institution of a method of
           protective supervision in his respect or by one of the common causes
           of extinction of obligations provided for by law.

F.         DIVISIONS

104.       CREATION. The directors may separate the activities of the Company
           into divisions according to such criteria (such as type of activity,
           geographical territory, etc.) and for such purposes as they may
           determine. They may also subdivide the activities of such divisions
           into subdivisions or consolidate these divisions or subdivisions
           according to such criteria as they may determine.

105.       MANAGEMENT. The directors, or the President of the Company with the
           consent of the directors, may appoint one (1) or more persons to
           manage a division or a subdivision- and may determine their powers,
           duties, terms of employment and remuneration. The persons managing
           such divisions or subdivisions of the Company, by reason only of that
           fact, shall not be officers of the Company.

                                       24


G.         PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE
           REPRESENTATIVES

106.       EXCLUSION OF LIABILITY VIS-B-VIS THE COMPANY AND THIRD PARTIES.
           Except as otherwise provided in the Act or in the by-laws of the
           Company, no director of officer acting or having acted for or in the
           name of the Company shall be held liable, in this capacity or in his
           capacity as mandatary of the latter, whether it be vis-B-vis the
           Company or third parties, for the actions, the acts or the deeds, the
           omissions, the decisions made or not made, the liabilities, the
           undertakings, the payments made, the receipts or the discharges
           given, the negligence or the faults of any other director, officer,
           employee, servant or representative of the Company. Among other
           things, no director or officer shall be held liable vis-B-vis
           the Company for any direct or indirect loss suffered by the latter
           for any reason whatsoever; more specifically, he shall not be held
           liable for the insufficiency or the deficiency of title to any
           property acquired by the Company, or for or on its behalf, or for the
           insufficiency or the deficiency of any security or debt instrument in
           or by which any of the funds or of the assets of the Company shall be
           or have been placed or invested nor for any losses or damages
           resulting from the bankruptcy, the insolvency or the delictual
           action, act or deed of any person, including any person with whom or
           with which funds, shares, assets or negotiable instruments shall be
           or have been placed or deposited. Furthermore, the directors or the
           officers shall not be held liable vis-B-vis the Company for any
           loss, conversion of property, misappropriation, embezzlement or any
           other damage resulting from any dealings with respect to any funds,
           assets or shares or for any other loss, damage or misfortune
           whatsoever which may occur in the discharge of, or in relation to the
           discharge of, their duties unless the same shall occur owing to their
           failure to discharge the duties of their office prudently,
           diligently, honestly and faithfully in the best interests of the
           Company or owing to the fact that the directors or the officers shall
           have placed themselves in a position of conflict of interest between
           their personal interest and that of the Company. None of the above
           shall be interpreted in such a way as to relieve a director or an
           officer of his duty to act in accordance with the Act and with its
           Regulations or of his joint or several liability for any breach
           thereof, in particular in the event of a breach of the specific
           provisions of the Act or of the Regulations. Moreover, the directors
           or the officers shall not be held individually or personally liable,
           vis-B-vis third parties for the duration of their office in
           respect of a contract, a decision made, an undertaking or a
           transaction, whether or not concluded, or with respect to bills of
           exchange, to promissory notes or to cheques drawn, accepted or
           endorsed, to the extent that they are acting or they acted in the
           name, or on behalf, of the Company, in the ordinary course of the
           performance of the powers which they have received, unless they acted
           prior to the incorporation of the Company and unless their actions,
           acts or deeds have not been ratified by the Company within the time
           limit prescribed by the Act after its incorporation.

107.       RIGHT TO COMPENSATION. The Company shall compensate its directors,
           its officers or its representatives in respect of all costs or
           expenses reasonably incurred by them in connection with the defense
           of a civil, criminal or administrative action, suit, application or
           proceeding to which one (1) or more of them were parties by reason of
           their duties or of their office, whether this action, this suit, this
           application or this proceeding was

                                       25


           commenced by or on behalf of the Company or by a third party.
           Reasonable costs or expenses shall include, in particular, all
           damages or fines arising from the actions, the acts or the deeds done
           by the directors, by the officers or by the representatives in the
           discharge of their duties as well as all amounts paid to settle an
           action or to satisfy a judgment. The right to compensation shall
           exist only to the extent that the directors, the officers or the
           representatives were substantially successful on the merits in their
           defense of the action, of the suit, of the application or of the
           proceeding, that they acted prudently, diligently, honestly and
           faithfully in the best interests of the Company, that they did not
           place themselves in a position of conflict of interest between their
           personal interest and that of the Company, and, in the case of a
           criminal or administrative action, suit, application or proceeding
           leading to the imposition of a fine, to the extent that they had
           reasonable grounds for believing that their conduct was lawful or
           that they were acquitted or freed. The Company shall assume these
           obligations in respect of any person who acts or acted at its request
           as a director, an officer or a representative of a body corporate of
           which the Company is or was a shareholder or a creditor. As the case
           may be, this compensation shall be paid to the predecessors, to the
           heirs, legatees, liquidators, transferees, mandataries, legal
           representatives, successors, assigns or rightful claimants of the
           directors, of the officers or of the representatives, in accordance
           with paragraph 111 below.

108.       LEGAL ACTION BY THIRD PARTY. Where a civil, criminal or
           administrative action, suit, application or proceeding is commenced
           by a third party against one (1) or more directors, officers or
           representatives of the Company for one (1) or more actions, acts or
           deeds done in the discharge of their duties, the Company shall assume
           the defense of its mandatary.

109.       LEGAL ACTION BY THE COMPANY. Where a civil, criminal or
           administrative action. suit, application or proceeding is commenced
           by the Company against one (1) or more of its directors, of its
           officers or of its representatives for one (1) or more actions, acts
           or deeds done in the discharge of their duties. the Company may pay
           compensation to the directors, to the officers or to the
           representatives if it loses its case and if a court of law or a
           tribunal so orders. If the Company wins its case only in part, the
           court of law or the tribunal may determine the amount of the costs or
           of the expenses which the Company shall assume.

110.       LIABILITY INSURANCE. The Company may purchase and maintain insurance
           for the benefit of its directors, of its officers or of its
           representatives, or of their predecessors as well as their heirs,
           legatees, liquidators, transferees, mandataries, legal
           representatives, successors, assigns or rightful claimants covering
           any liability incurred by them by reason of their acting or having
           acted as a director, an officer or a representative of the Company
           or, at the request of the latter, of a body corporate of which the
           Company is or was a shareholder or a creditor. However, this
           insurance may cover neither the liability arising from the failure of
           the insured to act prudently, diligently, honestly and faithfully in
           the best interests of the Company, nor the liability arising from a
           fault or from a personal offence severable from the discharge of
           their duties or from the fact that the insured shall have placed
           themselves in a position of conflict of interest between their
           personal interest and that of the Company.

                                       26


111.       COMPENSATION AFTER END OF TERM OF OFFICE. The compensation provided
           for in the preceding paragraphs may be obtained even after the person
           has ceased to hold the office of director, of officer or of
           representative of the Company or, as the case may be, of a body
           corporate of which the Company is or was a shareholder or a creditor.
           In the event of death, the compensation may be paid to the heirs,
           legatees, liquidators, transferees, mandataries, legal
           representatives, successors, assigns or rightful claimants of this
           person. Such compensation may also be combined with any other
           recourse which the director, the officer or the representative or one
           (1) of his predecessors as well as his heirs, legatees, liquidators,
           transferees, mandataries, legal representatives, successors, assigns
           or rightful claimants may have.

112.       DETERMINATION OF CONDITIONS PRECEDENT TO COMPENSATION. In the event
           that a court of law or a tribunal has not made a funding on the
           matter, the compliance or the non-compliance of the conduct of a
           director, of an officer or of a representative with the standards of
           conduct set out in paragraph 107 above, or the question of whether a
           case was won in part or whether a person was substantially successful
           on the merits in his defense of the action, of the suit, of the
           application or of the proceeding shall be determined in the following
           manner: a) by a majority vote of the directors who are not parties to
           such action, suit, application or proceeding, if a quorum exists. or
           b) by way of opinion from an independent legal counsel if such a
           quorum of the directors cannot be attained, or, even if attained, if
           a quorum of the directors who are not parties to such action, suit.
           application or proceeding so decides; or, failing the above, c) by
           decision of the majority of the shareholders of the Company.

113.       PLACE OF ACTION. The powers and the duties of the Company with
           respect to the compensation of any director, officer or
           representative shall apply regardless of the place where the action,
           suit, application or proceeding shall have been filed.

A.         SHAREHOLDERS

SECTION 2. SHARES

114.       ALLOTMENT AND ISSUE OF SHARES. Unless otherwise provided in the Act,
           in the articles, in the by-laws or in a unanimous shareholder
           agreement, the directors, by resolution, may accept subscriptions for
           shares, allot or issue shares of the share capital of the Company at
           such times, on such terms and conditions, to such persons and for
           such consideration as they see fit, provided that no share of the
           Company may be issued for a consideration other than money which is
           of a lesser value than that which the Company could have received if
           the shares had been issued for money or they may dispose thereof or
           alienate them in favour of any person for a consideration which shall
           not contravene the Act, the articles, the by-laws or the unanimous
           shareholder

115.       COMMISSION. The directors may authorize the Company to pay a
           reasonable commission to a person in consideration of his purchasing
           or agreeing to purchase shares of the Company, directly from the
           Company or from any other person, or of his procuring or agreeing to
           procure purchasers for any such shares.

                                       27


116.       JOINT SHAREHOLDERS. When two (2) or more persons are registered in
           the share register of the Company as joint shareholders, any one (1)
           of them may give receipts and discharges in respect of any dividends,
           payments of capital, of interest and/or payment of the redemption
           price or other payments with regard to the shares held jointly. In
           such cases, the joint shareholder who acts shall be deemed to have
           been appointed manager by the other joint shareholder or
           shareholders.

117.       NEW SHAREHOLDER. Any person who, by operation of the Act, by transfer
           or by any other means, becomes a shareholder of the Company shall be
           bound by any notice or document relating thereto, if such notice or
           document was duly sent to the name and address of the person from
           whom or from which he acquired his title to such shares, prior to the
           new shareholder registering the shares.

B.         SHARE CERTIFICATES

118.       RIGHT TO A CERTIFICATE. Each shareholder, in his discretion, shall be
           entitled either to a share certificate representing the shares which
           he holds in the Company or to an irrevocable acknowledgement in
           writing of his right to obtain a share certificate of the Company,
           detailing the number, the class and the series of shares which he
           holds as indicated in the share register. Such certificate shall be
           in a form approved by the directors.

119.       SIGNING OF CERTIFICATES. Share certificates representing the share
           capital of the Company shall be signed manually by, or on behalf of,
           at least one (1) of the directors or officers of the Company or by,
           or on behalf of, one (1) of its transfer agents or branch transfer
           agents.

120.       ADDITIONAL SIGNATURES. The directors may determine any additional
           signatures which may be required on the certificates representing the
           shares of the Company. Such signatures may be printed or mechanically
           reproduced, even if the signatories have ceased to hold office.

121.       JOINT HOLDERS. The Company shall not be required to issue more than
           one (1) certificate in respect of shares held jointly by several
           persons. In the event of a jointly-held share, delivery of the
           certificate to one (1) of the joint holders shall constitute
           sufficient delivery to all.

122.       WHOLE TEXT. The Company shall provide shareholders, at their request
           and free of charge, with the whole text of the preferred or special
           rights, conditions and limitations attaching to shares issued by the
           Company. A summary of the preferred or special rights, conditions and
           limitations attaching to shares shall appear on each share
           certificate.

123.       EVIDENCE. In a legal action with regard to shares, unless
           specifically denied in the pleadings, the signatures on the share
           certificates shall be admissible without the necessity of adducing
           further evidence. The certificate in itself shall be evidence that
           the shareholder is entitled to the shares referred to therein.

                                       28


124.       REPLACEMENT OF CERTIFICATES. If a share certificate has been damaged,
           lost or destroyed, it shall be replaced upon payment of a fee not
           exceeding twenty-five cents (25(CENT)), provided that:

           a)   the shareholder's request has been made to the Company before
                the latter has been notified of the acquisition of this
                certificate by a purchaser acting in good faith;

           b)   the shareholder has provided the Company with a sufficient bond;
                and

           c)   the shareholder has satisfied any other reasonable requirements
                which the directors, the President or the Secretary of the
                Company may determine.

125.       SHARE WARRANTS. Subject to the Act and to the articles, the Company,
           with respect to any fully paid-up shares, may issue, under its seal,
           a share warrant stating that the bearer of the share warrant is
           entitled to the share or shares therein specified; the Company may
           also provide, by way of coupons or otherwise, for the payment of the
           future dividends on the share or shares included in this warrant.
           This warrant shall entitle the bearer thereof to the shares specified
           therein and these shares may be transferred by delivery of the
           warrant. Subject to the Act or to its Regulations, the bearer of a
           share warrant shall be entitled, upon surrendering it for
           cancellation, to have his name entered as shareholder in the Book of
           the Company and the latter shall be held liable for any loss incurred
           by any person by reason of its entering in the Book of the Company
           the name of the bearer of a share warrant in respect of the shares
           specified therein without this share warrant having been surrendered
           to him and cancelled. The bearer of a share warrant, if the by-laws
           of the Company so provide, may be considered to be a shareholder of
           the Company either absolutely or for any purposes defined by the
           by-laws. Upon the issue of a share warrant for one (1) or more
           shares, the Company shall strike off its books the name of the
           share-holder registered therein as holding such share or shares, as
           if he had ceased to be a shareholder, and shall enter in its register
           the following particulars:

           a)   the fact of the issue of the share warrant;

           b)   a statement of the number of shares included in the warrant; and

           c)   the date of the issue of the warrant.

           Until the share warrant is surrendered, the above particulars shall
           be deemed to be the particulars required by the Act to be entered in
           the books of the Company in respect of such share or shares; and,
           upon the surrender of such share warrant. the date of such surrender
           shall be entered in the same manner as would the date on which a
           person ceased to be a shareholder. Unless the bearer of a share
           warrant is entitled to attend, and to vote at, general meetings, the
           shares represented by such share warrant shall not be counted as part
           of the share capital of the Company for the purposes of a general
           meeting.

C.         TRANSFER OF SHARES

126.       SHARE AND TRANSFER REGISTERS. The directors shall determine the place
           within the Province of Quebec where the Company shall keep a central
           transfer register, and failing

                                       29


           such a decision, this register shall be kept at the head office of
           the Company. The directors may also determine one (1) or more places,
           within or outside the Province of Quebec, where branch transfer
           registers shall or may be kept. The central and branch transfer
           registers shall be kept by the Secretary or by the mandataries
           designated by the directors.

127.       TRANSFER AGENTS. The directors may appoint as mandataries one (1) or
           more transfer agents for the purpose of holding a central share
           register or, as the case may be, branch transfer registers. The
           directors may also pass by-laws concerning such transfers of shares.
           The transfer agent shall keep the registers required for the
           recording of any issue or transfer of shares. All share certificates
           which a transfer agent shall issue after his appointment shall bear
           his signature and such certificates shall only be valid if he
           countersigns them. The directors shall have the power to remove the
           transfer agents whom they have appointed. However, the Company shall
           be held liable for any injury caused to the transfer agents by their
           removal without a serious reason and at an inopportune moment.

128.       TRANSFERS OF SHARES. Subject to the Act, a transfer of shares shall
           be subject to the restrictions contained in the articles and in the
           by-laws of the Company and, as the case may be, in any unanimous
           shareholder agreement. All transfers of shares of the share capital
           of the Company and all details relating thereto shall be recorded in
           the central share register or in the branch transfer registers of the
           Company. However, no transfer of shares shall be validly entered in
           one (1) of these registers of the Company or authorized to be entered
           therein unless the certificate representing the shares to be
           transferred shall have been returned to the Secretary of the Company
           for cancellation. The Secretary shall inscribe the word "cancelled"
           as well as the date of cancellation on any certificate returned to
           him. Unless the shares are listed on a recognized stock exchange, the
           directors may refuse to register any transfer of shares belonging to
           a shareholder who owes money to the Company. No share which has not
           been paid-up in full may be transferred without the consent of the
           directors. No share on which the balance of the issue price has
           become due because of a call for payment may be transferred so long
           as such balance has not been paid-up in full.

129.       DECEASED SHAREHOLDER. In the event of the death of the holder or of
           one (1) of the joint holders of any share of the Company, the Company
           shall not modify the share register or the transfer register nor pay
           any dividend or make any other distribution relating to the above
           share unless all the documents which may be required by the Act shall
           have been submitted and all reasonable requirements imposed by the
           Company or by its transfer agents shall have been satisfied.

D.         DIVIDENDS

130.       DECLARATION AND PAYMENT. Subject to the Act and unless otherwise
           provided in a unanimous shareholder agreement and subject to it being
           established that the Company is or will be able to discharge its
           liabilities when due and that the book value of its assets will not
           be less than the sum of its liabilities and its issued and paid-up
           share capital account, the directors may declare and pay dividends to
           the shareholders according to

                                       30


           their respective rights and interests in the Company. The directors
           shall not be compelled to make any distribution of the profits of the
           Company; thus they may create a reserve fund for the payment of
           dividends or set aside such profits in whole or in part in order to
           keep them as a reserve fund of any kind. From the dividends payable
           with respect to a share which is not fully paid-up shall be deducted
           the amount of any balance remaining due on such share. The directors
           shall deduct from any dividend payable to a shareholder any amount
           which he owes to the Company because of a call for payment or for any
           other reason. Such dividends may be paid in specie, in property or by
           the issue of fully or partially paid-up shares of the Company.

131.       PAYMENT. Unless the holder otherwise indicates, a dividend payable in
           specie shall be paid by cheque to the order of the registered holder
           of the shares of the class in respect of which a dividend has been
           declared and shall be delivered or mailed by prepaid ordinary mail to
           such registered holder to or at the address appearing at that time in
           the registers of the Company. In the case of joint holders, unless
           such joint holders otherwise direct, the cheque shall be made payable
           to the order of all of such joint holders and be delivered or mailed
           to them to or at the address of one (1) of them appearing at that
           time in the registers of the Company. The mailing of such cheque as
           aforesaid, unless the same is not paid upon due presentation, shall
           satisfy all claims and discharge the Company of its liability for the
           dividend to the extent of the amount of the cheque. In the event of
           non-receipt of the dividend cheque by the person to whom it was
           delivered or mailed as aforesaid, the Company shall issue to such
           person a replacement cheque for the same amount on such terms as
           determined by the directors.

132.       UNCLAIMED DIVIDEND. The right to any dividend unclaimed after a
           period of three (3) years from its declaration date shall be lost and
           the dividend shall revert to the Company.

133.       JOINT SHAREHOLDERS. Where two (2) or more persons are registered
           in-the Book of the Company as joint shareholders, each of the
           shareholders may grant, a valid discharge in respect of the payment
           of any dividend. In such a case, the shareholder who acts shall be
           deemed to have been appointed manager by the other joint shareholder
           or shareholders.

134.       SET-OFF. The directors, in their discretion, may apply, in whole or
           in part, any amount of dividend payable to a shareholder to set off
           any debt owed by the shareholder to the Company.

E.         NOTICES AND INFORMATION TO SHAREHOLDERS

135.       NOTICES TO SHAREHOLDERS. Subject to the provisions of paragraphs 140,
           141 and 144 below, the notices or the documents required to be sent
           to the shareholders by the Act, by its Regulations, by the articles,
           by the by-laws of the Company or by a unanimous shareholder agreement
           may be sent by registered or certified mail or delivered in person to
           the shareholders to or at the address indicated at, that time in the
           Book of the Company or in the registers of its transfer agent. Where
           two (2) or more persons hold shares jointly, the notices or the
           documents shall be sent to one (1) of the persons entered as joint
           shareholders in the Book of the Company or in the registers of the
           transfer agent and this shall constitute sufficient notice with
           respect to the other joint shareholder or

                                       31


           shareholders. Receipt by a shareholder of a notice or of another
           document sent by registered or certified mail shall be deemed to have
           taken place at the time when, according to the ordinary course of
           mail delivery, the registered or certified letter containing such
           notice or document should have been received. In order to prove the
           receipt and the date thereof, it shall be sufficient to establish
           that the letter had been registered or certified, correctly addressed
           and deposited at a post office, as well as the date on which it was
           so deposited, and the time which was required for its delivery in the
           ordinary course of mail delivery or, if the letter was delivered in
           person, it shall be sufficient to produce a dated acknowledgement of
           receipt bearing the signature of the shareholder.

136.       ADDRESSES OF SHAREHOLDERS. The Company' may consider the holder of
           the shares who is registered in the share register of the Company as
           being the only person entitled to receive the notices or the other
           documents to be sent to the shareholders. The sending of any notice
           or document to such person, in accordance with paragraph 135 above,
           shall constitute sufficient notice to the heirs, legatees,
           liquidators, transferees, mandataries, legal representatives,
           successors, assigns or rightful claimants of the shareholder. Each
           shareholder shall provide the Company with an address where the
           notices or the documents shall be sent to him or left for him,
           failing which he shall be deemed to have waived his right to receive
           such notices or documents.

137.       UNTRACEABLE SHAREHOLDER. The Company shall not be obliged to send the
           notices or the documents required to be sent to the shareholders by
           the Act, by its Regulations, by the articles, by the by-laws of the
           Company or by a unanimous shareholder agreement where previous
           notices or documents have been returned to it on more than three (3)
           consecutive occasions, unless the untraceable shareholder has
           notified the Company in writing of his new address.

138.       NOTICE OF RECORD DATE. Where a record date has been set by the
           directors, notice thereof shall be given, not less than thirty (30)
           days before the date so set, by advertisement in a newspaper
           published or distributed in the place where the Company has its head
           office and in each place in the Province of Quebec where it has a
           transfer agent or where a transfer of its shares may be recorded and,
           in writing, to each stock exchange in Canada on which the shares of
           the Company are listed for trading, unless each shareholder of the
           class or of the series in question whose name or the name of which is
           entered in the shareholders' register at the close of business on the
           day which the directors have set as the record date has waived notice
           thereof in writing.

F.         MEETINGS OF SHAREHOLDERS

139.       ANNUAL GENERAL MEETINGS. Annual general meetings of the shareholders
           of the Company shall be held within four (4) months following the end
           of the financial year of the Company. If the Company carries on
           business outside the Province of Quebec, the directors, by
           resolution, may extend this period to no more than six (6) months
           following the date of the end of the financial year of the Company.
           The directors shall determine the place, the date and the time of any
           annual general meeting. At such meetings, the shareholders shall
           convene to receive and to take notice of the financial statements of
           the

                                       32


           Company and, as the case may be, of the auditor's report, to elect
           directors and to fix, or to authorize the directors to fix, their
           remuneration, to appoint one (1) or more auditors or to pass a
           resolution deciding not to appoint any and to take notice of, and to
           decide on, any other matter which the annual general meeting may
           legally consider. The annual general meetings may be called by the
           President of the Company or by any director in accordance with the
           following paragraphs.

140.       SPECIAL GENERAL MEETINGS. Special general meetings of the
           shareholders may be called at any time by the Chairman of the Board
           of Directors, by the President of the Company, by the General Manager
           or by two (2) directors by way of a notice of meeting sent at least
           ten (10) clear juridical days prior to such meeting. A special
           general meeting of the shareholders may also be called by any means
           at least two (2) days before such meeting, if, in the directors'
           opinion, it is !urgent that a meeting be held.

141.       CALLING BY SHAREHOLDERS. A special general meeting of the
           shareholders shall be called at the request of shareholders who, on
           the date of the filing of the request, hold at least one-tenth (1/10)
           of the issued shares of the classes entitled to vote at the meeting
           so requested. Such request shall set out, in general terms, the
           business to be discussed at the meeting so requested, be signed by
           the petitioners and be filed at the head office of the Company. Upon
           receipt of such a request, it shall be incumbent on the President of
           the Company or on the Secretary to call the meeting in accordance
           with the by-laws of the Company. If they fail to do so, any director
           may call such a meeting. Finally, if the meeting is not called within
           twenty-one (21) days of the date upon which the request was filed at
           the head office of the Company, one (1) or more shareholders, whether
           or not they be signatories thereof, holding at least one-tenth (1/10)
           in value of the issued shares of the Company, may call this special
           general meeting themselves.

142.       MEETINGS IN THE PROVINCE OF QUEBEC. Subject to the articles or to any
           unanimous shareholder agreement, the meetings of the shareholders
           shall be held at the head office of the Company or at any other place
           in the Province of Quebec designated by the directors. The meetings
           may be validly held within the territorial limits of the Province of
           Quebec on land, at sea or in the air. Meetings held by way of written
           resolutions in lieu of meetings shall be deemed to have been held in
           the Province of Quebec at the head office of the Company.

143.       MEETINGS OUTSIDE THE PROVINCE OF QUEBEC. The meetings of the
           shareholders, with the unanimous consent of the shareholders entitled
           to attend, and to vote at, such meetings, may be held outside the
           Province of Quebec. Where a meeting of the shareholders is held
           outside the Province of Quebec, the shareholders who are not in
           attendance or represented by proxy and who, in writing, have waived
           notice of the calling of the meeting or who have agreed to the
           holding of the meeting shall be deemed to have agreed to its being
           held at that place outside the Province of Quebec. Any business which
           may be transacted at a meeting of the shareholders may be transacted
           at such a meeting.

144.       NOTICE OF MEETING. A notice of the calling of any meeting of the
           shareholders shall be sent to each shareholder entitled to vote
           thereat. This notice shall be sent by mail, by telegram or by courier
           to his last-known address, as registered in the Book of the

                                       33


           Company, at least thirty (30) clear juridical days prior to the date
           set for the meeting. If the address of any shareholder does not
           appear in the Book of the Company, the notice may be delivered by
           courier or by mail to the address where, in the opinion of the
           sender, it shall be most likely to be promptly received by this
           shareholder. It shall not be necessary to give notice of the calling
           of a meeting in the case of the reconvening of an adjourned meeting
           of the shareholders.

145.       CONTENTS OF NOTICE. Any notice of the calling of a meeting of the
           Company shall indicate the place, the date and the time of the
           meeting. The notice of the calling of an annual general meeting need
           not necessarily specify the purposes of the meeting, unless the
           meeting be called to pass or to confirm a by-law or to decide on any
           other matter which ordinarily would be submitted to a special general
           meeting of the shareholders. The notice of the calling of a special
           general meeting shall refer, in general terms, to any item placed on
           the agenda which must be settled at this meeting. The notice of the
           calling of a meeting may be signed manually or may contain a
           mechanically-reproduced signature.

146.       WAIVER OF NOTICE. A meeting of the shareholders may be held validly
           at any time and for any purpose without the notice required by the
           Act or by the by-laws, if all the shareholders entitled to vote at
           the meeting waive notice of the meeting in any manner whatsoever.
           This waiver of the notice of the meeting may take place before,
           during or after the holding of the meeting. Moreover, the attendance
           of a shareholder or of any other person entitled to attend such
           meeting shall constitute a waiver on his part of notice of the
           meeting, unless he indicates that he is attending for the express
           purpose of objecting to the holding of the meeting on account of,
           among other reasons, an irregularity in its calling.

147.       IRREGULARITIES. Irregularities affecting the notice of a meeting or
           the sending thereof, the accidental omission to give such notice or
           the non receipt of the notice by a shareholder or by any other person
           entitled to attend the meeting in no way shall affect the validity of
           a meeting of the shareholders. Moreover, the accidental failure in
           the notice of a meeting to refer to one (1) or more of the matters to
           be submitted to such meeting, even though reference thereto is
           required, shall not prohibit the meeting from considering this matter
           unless it is prejudicial to a shareholder or unless there is a risk
           of his interests being injured. A certificate from the Secretary,
           from an officer or from another duly authorized representative of the
           Company shall constitute irrebuttable evidence of the sending of the
           notice of a meeting to the shareholders and shall be binding upon
           each of the shareholders.

148.       PERSONS ENTITLED TO ATTEND A MEETING. The only persons entitled to
           attend a meeting of shareholders shall be those entitled to vote
           thereat, the directors, the auditor of the Company and other persons
           who, pursuant to the Act, to the articles or to the by-laws of the
           Company, are entitled or required to attend a meeting of the
           shareholders. Any other person may be admitted to a meeting of the
           shareholders upon invitation of the chairman of the meeting or if a
           majority of the shareholders agrees thereto.

149.       QUORUM. Subject to the Act, to the articles, to the by-laws of the
           Company or to a unanimous shareholder agreement, the attendance, in
           person or by proxy, of a person

                                       34


           holding or representing at least one (1) share issued by the Company
           and carrying the right to vote shall constitute a quorum for the
           meeting for the purpose of choosing a chairman of the meeting and, as
           the case may be, of pronouncing the adjournment of the meeting. For
           any other purpose. a quorum at a meeting of the shareholders shall be
           attained, no matter how many persons are actually in attendance when,
           at least fifteen (15) minutes after the time set for the meeting, the
           shareholders representing a majority of the votes are in attendance,
           in person or represented by proxy. Where a quorum is attained at the
           opening of a meeting of the shareholders, the shareholders attending
           in person or represented by proxy may proceed with the business of
           the meeting notwithstanding the fact that a quorum is not maintained
           throughout the entire meeting. Where the Company only has one (1)
           shareholder or where only one (1) holder of a class of shares having
           the right to vote is present at the meeting, the attendance of this
           shareholder in person or represented by proxy shall constitute the
           quorum at the meeting for any purpose.

150.       ADJOURNMENT. A shareholder attending a meeting in person or
           represented by proxy and constituting a quorum for the purposes of
           adjourning the meeting may adjourn any meeting of the shareholders.
           The chairman of the meeting, with the consent of the shareholders
           attending the meeting in person or represented by proxy and entitled
           to vote, may adjourn any meeting of the shareholders to a specified
           place, date and time if he deems it appropriate. Notice of the
           adjournment of a meeting to a date less than thirty (30) days later
           shall be given by an announcement made before the latter is
           adjourned. If a meeting of the shareholders is adjourned one (1) or
           more times for a total of thirty (30) days or mote, notice of the
           adjournment of such meeting shall be given in the same manner as the
           notice of the original meeting. In the event that a meeting is held
           according to the terms of the adjournment, it may validly consider
           any matter provided that a quorum is attained. The persons who
           constituted the quorum at the original meeting shall not be required
           to constitute the quorum at the reconvening of the meeting. If a
           quorum is not attained at the reconvening of the meeting, the meeting
           shall be deemed to have ended immediately after its adjournment.

151.       CHAIRMAN AND SECRETARY. The meetings of the shareholders shall be
           chaired by the President of the Company or, failing him, by any
           Vice-President. The Secretary of the Company shall act as the
           secretary at meetings of the shareholders. In their absence, the
           shareholders present shall designate any person to act as chairman or
           secretary of the meeting. It shall not be necessary to appoint a
           chairman and a secretary in the event of an adjournment.

152.       PROCEDURE. The chairman of a meeting of the shareholders shall ensure
           the proper conduct thereof, shall submit to the shareholders the
           proposals upon which a vote is required and shall establish
           reasonable and impartial rules of procedure to be followed, subject
           to the Act, to the articles, to any unanimous shareholder agreement,
           to the by-laws of the Company and to the rules of procedure usually
           followed during deliberating assemblies. He shall decide on any
           matter including, but without restricting the generality of the
           foregoing, issues relating to the validity of proxies. His decisions
           shall be final and binding on the shareholders.

                                       35


153.       MEETING BY TECHNICAL MEANS. One (1), several or all the shareholders,
           if authorized by the articles of the Company or with the consent of
           all the shareholders of the Company entitled to vote, whether this
           consent be given before, during or after the meeting, may participate
           in a meeting of the shareholders by way of technical means, such as a
           telephone, enabling them to communicate simultaneously and
           instantaneously with the other shareholders or persons present or
           participating in the meeting. In such cases, these shareholders shall
           be deemed to have attended the meeting and this meeting shall be
           deemed to have been held in the Province of Quebec. The shareholders
           attending a meeting held using such technical means may decide on any
           matter which may be considered by a meeting of the shareholders. The
           Secretary shall keep minutes of such meetings and shall record any
           dissent therein. The statement by the chairman and by the secretary
           of the meeting so held to the effect that a shareholder participated
           in the meeting or agreed to the holding of the meeting shall be valid
           until proven otherwise. In the event of an interruption in the
           communication with one (1) or more shareholders, the meeting shall
           continue to be valid if a quorum is maintained. A shareholder who
           participates in the meeting by technical means may not be represented
           by proxy.

154.       RESOLUTIONS IN LIEU OF MEETINGS. Resolutions in writing, signed by
           all the shareholders entitled to vote on these resolutions at
           meetings of the shareholders, shall be as valid as if they had been
           passed at these meetings. A copy of these resolutions shall be kept
           with the minutes of these meetings.

G.         RIGHT OF SHAREHOLDERS TO VOTE

155.       GENERAL RULE. Subject to the articles or to the by-laws of the
           Company, each shareholder shall be entitled to as many votes as he
           has shares which carry a right to vote at meetings of the
           shareholders. This right shall belong to the shareholders whose names
           appear in the share register on the record date, or, if no record
           date has been set, at the time of close of business on the eve of the
           date of notice, or, if no notice is given, on the date of the
           meeting. However, any shareholder in arrears in respect of a call for
           payment shall not be entitled to vote at a meeting of the
           shareholders.

156.       JOINT SHAREHOLDERS. Where two (2) or more persons hold shares
           jointly, one (1) of these persons attending a meeting of the
           shareholders or duly represented thereat, in the absence of the other
           or others, shall be entitled to vote with respect to these shares
           and, in such a case, shall be deemed to have been appointed manager
           by the other joint shareholder or shareholders. However, if several
           of these persons attend the meeting in person or represented by proxy
           and vote, they shall vote as one (1) shareholder with respect to the
           shares which they hold jointly.

157.       SHARES HELD BY AN ADMINISTRATOR OF THE PROPERTY OF ANOTHER. Where a
           person, in his capacity as administrator of the property of another,
           holds shares for a shareholder, this person or his proxyholder shall
           be entitled to vote at any meeting of the shareholders with respect
           to the shares so held if such shares are voting shares.

158.       VOTING BY A SHOW OF HANDS AND CASTING VOTE. Any question submitted to
           a meeting of the shareholders shall be decided by a vote by a show of
           hands, unless a ballot is

                                       36


           requested or unless the chairman of the meeting prescribes another
           voting procedure. Proxyholders may vote by a show of hands unless
           they have received contrary instructions. The chairman of the meeting
           shall not be entitled to a second or casting vote in the event of a
           tie vote. At any meeting, a statement by the chairman of the meeting
           to the effect that a resolution has been passed or defeated
           unanimously or by a particular majority shall constitute conclusive
           evidence thereof without it being necessary to prove the number or
           the percentage of votes cast in favour of, or against, the proposal.
           Where one (1) or more shareholders participate in the meeting by
           technical means, they shall express orally the manner in which they
           shall be exercising their vote.

159.       VOTING ON BEHALF OF A BODY CORPORATE. The Company shall permit any
           individual authorized by a resolution of the directors or of the
           governing body of a body corporate which is one (1) of its
           shareholders to represent the former at meetings of the shareholders
           of the Company. An individual so authorized may exercise, on behalf
           of the body corporate which he represents, all the powers which such
           person could exercise if it were an individual shareholder.

160.       BALLOT. Voting at a meeting of the shareholders shall be by ballot
           where a shareholder or a proxyholder entitled to vote at the meeting
           so requests. Each shareholder or proxyholder shall deliver to the
           scrutineer of the meeting a ballot on which he has written his name,
           those of the shareholder or shareholders which he represents by
           proxy, as the case may be, the number of votes which he is entitled
           to cast and the manner in which he shall be casting those votes.
           Where one (1) or more shareholders participate in the meeting by
           technical means, each of them shall express orally to the scrutineer
           his name, the number of votes which he is entitled to cast and the
           manner in which he shall be casting those votes. A vote by ballot may
           be requested before or after any vote by a show of hands. Such
           request may also be withdrawn before the ballot is taken. A vote by
           ballot shall take precedence over a vote by a show of hands.

161.       SCRUTINEER. The chairman of a meeting of the shareholders may appoint
           one (1) or more persons, whether or not they be representatives or
           shareholders of the Company. to act as scrutineers at any meeting of
           the shareholders. In the absence of such appointment, the secretary
           of the meeting shall act as the scrutineer.

H.         PROXIES

162.       PROXIES. Subject to paragraph 153 above, a shareholder entitled to
           vote at a meeting, by means of a proxy, may appoint a proxyholder as
           well as one (1) or more alternate proxyholders, who need not be
           shareholders, to attend the meeting and to act thereat within the
           limits set in the proxy. The instrument in writing appointing a
           proxyholder shall be signed by the shareholder or by his mandatary
           authorized in writing. However, it shall not be necessary for the
           instrument in writing to be signed before witnesses. If the
           shareholder is a body corporate, any director of the body corporate
           may appoint a proxyholder and sign his proxy. A proxyholder may hold
           the proxies of several shareholders. A proxy shall be valid only at
           the meeting in respect of which it was given as well as at any
           reconvening thereof in the event of an adjournment. A proxy may be
           general in nature and may be in respect of the exercise of the sum of
           the rights attaching

                                       37


           to the shares of the holder granting the proxy. Unless it be for a
           determined period, a proxy shall become null and void one (1) year
           after the date which it bears.

163.       FORM OF PROXY. The instrument in writing appointing a proxyholder may
           read as follows:

           The undersigned, ______________, shareholder of ________________,
           hereby appoints ____________, or, in his absence _________, as his
           mandatary for the purpose of attending the meeting of the
           shareholders to be held at __________ on the _________ day of ______
           19__ and any reconvening of this meeting, in the event of an
           adjournment, and for the purpose of acting on his behalf with the
           same authority as if the undersigned had attended in person the said
           meeting or its reconvening in the event of an adjournment.

           Dated this ______day of _______19__.


                                               ---------------------------------
                                               Signature of shareholder

164.       REVOCATION. The instrument appointing a proxyholder shall revoke any
           prior instrument appointing another proxyholder. Such an instrument
           may be revoked by the filing, at the head office of the Company,
           before the end of the last juridical day preceding the meeting, or
           its reconvening in the event of an adjournment, of an instrument in
           writing signed by the shareholder or by his mandatary bearing a
           written authorization, by the filing thereof with the chairman of the
           meeting on the day of the meeting, or of the reconvening thereof in
           the event of an adjournment, or in any other manner permitted by the
           Act.

165.       FILING OF PROXIES. The directors may pass a by-law designating a
           place, other than that where a meeting of shareholders, or a
           reconvening thereof in the event of an adjournment, is to be held,
           where proxies shall be filed before the holding of the meeting. Such
           by-law may provide that any proxy so filed may be included in the
           vote as if it had been tendered at the meeting, or at a reconvening
           thereof in the event of an adjournment, and the votes cast in
           accordance with this by-law shall be valid and counted. Subject to
           the passage of such by-law, the chairman of any meeting of the
           shareholders, in his sole discretion, may decide to accept as valid a
           written communication sent by telegram, by cable, by telex or by any
           other means with respect to the authorization of any person who
           claims to represent, and to vote in the name of, a shareholder,
           notwithstanding the fact that no proxy granting such authority has
           been filed with the Company. Any vote cast following the acceptance
           of such communication shall be valid and counted.

166.       DEADLINE FOR FILING. The directors, in the notice of the calling of a
           meeting of the shareholders, may specify a deadline for giving a
           proxy to a mandatary, which, excluding any non-juridical days, may
           not precede by more than forty-eight (48) hours the date of opening
           of the meeting, or of a reconvening thereof in the event of an
           adjournment.

                                       38


I.         AUDITOR OR ACCOUNTANT

167.       APPOINTMENT OF AUDITOR. Subject to the provisions of the Act which
           enable one to dispense with the appointment of an auditor and subject
           to paragraph 172 below, the shareholders, by way of a resolution, at
           the first annual general meeting of the shareholders and at each
           subsequent annual general meeting, shall appoint an auditor or decide
           not to appoint one. If the shareholders appoint an auditor, the
           latter shall serve until the close of the next annual general
           meeting. Failing the appointment of an auditor at an annual general
           meeting, the incumbent auditor shall continue to serve until the
           appointment of his successor or of his replacement. The shareholders
           may also appoint more than one auditor.

168.       REMUNERATION OF AUDITOR. The remuneration of the auditor or auditors
           shall be fixed by the shareholders or by the directors where this
           power has been delegated to them by the shareholders.

169.       INDEPENDENCE OF AUDITOR. The auditor shall be independent of the
           Company, of the directors and of the officers of the lancer. A person
           shall be deemed not to be independent if he or his business partner
           is a business partner, a director, an officer or an employee of the
           Company, of any of the directors, of the officers or of the employees
           of the latter, or if he beneficially owns or controls, directly or
           indirectly, a material interest in the shares of the Company. The
           auditor shall resign as soon as he becomes aware that he no longer
           qualifies to serve as auditor.

170.       REMOVAL OF AUDITOR. The auditor may be removed at any time by the
           shareholders of the Company at a special general meeting. However,
           the Company shall be liable for any injury caused to the auditor by
           his removal without a serious reason and at an inopportune moment. A
           vacancy created by the removal of the auditor may be filled by the
           shareholders at the meeting at which it was decided to remove him or,
           if the vacancy is not so filled by the shareholders. by the
           directors. Any other vacancy in the position of auditor shall be
           filled by the directors. The person appointed to replace the auditor
           shall hold the position for the unexpired term of his predecessor.

171.       END OF MANDATE OF AUDITOR. The mandate of the auditor shall end upon
           his death, his resignation, his removal in accordance with paragraph
           170 of the present by-laws, upon expiry of his mandate, if he is
           declared incapable by a court of law in another province, in another
           territory, in another country or political subdivision thereof. if he
           becomes an undischarged bankrupt, if he becomes disqualified from
           practising as an auditor in the province where the head office of the
           Company is located, upon appointment of his successor or of his
           replacement, by the institution of a method of protective supervision
           in his respect or by one of the common causes of extinction of
           obligations provided for by law. The resignation of the auditor shall
           take effect on the date on which written notice of his resignation is
           received by the Company or on any later date which is specified
           therein. However, the auditor shall be liable for any injury caused
           to the Company by his resignation if he submits it without a serious
           reason and at an inopportune moment.

                                       39


172.       ACCOUNTANT. If the shareholders of the Company decide not to appoint
           an auditor by way of a resolution passed unanimously by all the
           shareholders, including those not otherwise entitled to vote, the
           directors may appoint an accountant to prepare the financial
           statements of the Company and to discharge such other duties as they
           may determine. The directors shall also fix the remuneration of the
           accountant without having to pass a resolution to this end and they
           shall fill any vacancy which may occur in the position of the
           accountant.

173.       END OF MANDATE OF ACCOUNTANT. The mandate of the accountant shall end
           upon his death, his resignation, his removal by the directors, upon
           expiry of his mandate, if he is declared incapable by a court of law
           in another province, in another territory, in another country or
           political subdivision thereof, if he becomes an undischarged
           bankrupt. if he becomes disqualified from practising as an accountant
           in the province where the head office of the Company is located, upon
           appointment of his successor or of his replacement, by the
           institution of a method of protective supervision in his respect or
           by one of the common causes of extinction of obligations provided for
           by law. The resignation of the accountant shall take effect on the
           date on which written notice of his resignation is received by the
           Company or on any later date which 'is specified therein. However,
           the accountant shall be liable for any injury caused to the Company
           by his resignation if he submits it without a serious reason and at
           an inopportune moment.

174.       AUDIT COMMITTEE. The directors may create an Audit Committee made up
           of not less than three (3) directors of the Company, a majority of
           whom is made up of persons who are neither officers nor employees of
           the Company or of bodies corporate which are shareholders of the
           Company and which control it. Each member of the Audit Committee
           shall hold office until he is replaced by the directors or, as the
           case may be, until he ceases to be a director. The directors may fill
           any vacancy on the Audit Committee.

175.       DUTY OF AUDIT COMMITTEE. The Audit Committee shall review the
           financial statements of the Company before their approval according
           to the Act. It shall also receive notification of any errors or
           misstatements in financial statements of the Company which have been
           the subject of a report by the auditor or by one (1) of his
           predecessors. Any director or officer of the Company shall forthwith
           notify the Audit Committee of any errors or misstatements of which he
           becomes aware in financial statements of the Company which have been
           the subject of a report by the auditor or by one (1) of his
           predecessors.

176.       MEETINGS OF AUDIT COMMITTEE. Meetings of the Audit Committee shall be
           subject, with all necessary changes, to the rules and to the
           procedures which govern the meetings of the Board of Directors.

                                       40


PART III        COMPANY WITH SOLE DIRECTOR OR SOLE SHAREHOLDER

SECTION 1. REPRESENTATION OF THE COMPANY

177.       REPRESENTATIVE BODIES. The Company shall act through its
           representative bodies: the Board of Directors, the officers, the
           meeting of the shareholders and its other representatives. These
           bodies shall represent the Company within the limits of the powers
           granted to them by virtue of the Act, of the articles or of the
           present by-laws. The Board of Directors may be designated by any
           other name in a document issued by the Company.

SECTION 2. SOLE DIRECTOR AND OFFICERS

A.         SOLE DIRECTOR

178.       COMPOSITION OF THE BOARD OF DIRECTORS. The Board of Directors shall
           be made up of one (1) sole director.

179.       MANDATARY. The sole director shall be considered to be a mandatary of
           the Company. He shall have the powers and the duties set out in the
           Act and in the present by-laws as well as those which are inherent in
           the nature of his office. In the course of discharging his duties, he
           shall respect the duties with which he is charged under the Act, the
           articles, a written statement of the sole shareholder or a unanimous
           shareholder agreement and the present by-laws and he shall act within
           the limits of the powers granted to him.

180.       QUALIFICATIONS. Subject to the articles, to a written statement of
           the sole shareholder or to a unanimous shareholder agreement, a
           person need not be a resident of Canada or of the Province of Quebec
           or a shareholder in order to become a director of the Company.
           Moreover, any natural person may be a director except for a person
           who is under eighteen (18) years of age, a person of full age under
           tutorship or curatorship or assisted by an adviser, a person declared
           incapable by a court of law in another province, in another territory
           or in another country or political subdivision thereof, a person who
           is an undischarged bankrupt, or a person who has been barred by a
           court of law from holding such an office.

181.       ACCEPTANCE OF OFFICE. The sole director may accept his office
           expressly by signing an Acceptance of Office form to this end.
           Furthermore, his acceptance may be made tacitly and, in such a case,
           it may be inferred from the actions, acts, deeds and even from the
           silence of the sole director.

182.       TERM OF OFFICE. Unless otherwise decided by the sole shareholder or
           by the shareholders. the sole director shall hold office for a term
           of one (1) year or until his successor or his replacement shall have
           been appointed or elected, unless the term or office of the sole
           director ends prematurely. Subject to the Act and to the articles.
           the sole director may resign from office and be replaced by another
           director at the same meeting. Such resignation, however, shall not
           discharge the sole director from paying any debt owing to the Company
           before his resignation became effective. The sole director shall be
           liable for any injury caused to the Company by his resignation if he
           submits it without a serious

                                       41


           reason and at an inopportune moment. However, the sole director shall
           be entitled to the remuneration which he has earned until the date of
           his resignation.

183.       POWERS. The sole director shall supervise the management and carry on
           the business and affairs of the Company and he may execute, in the
           name of the latter, contracts of any kind which are allowed by law.
           Generally speaking, he shall exercise all the powers of the Company
           and perform all the actions, acts or deeds within the limits of the
           powers of the latter, except those which the Act, a written statement
           of the sole shareholder or a unanimous shareholder agreement
           expressly reserve for the sole shareholder or for the shareholders.
           In particular, the sole director shall be expressly authorized to
           lease, to purchase or otherwise acquire or to sell, to exchange, to
           hypothecate or to mortgage, to pledge or otherwise dispose of the
           movable or immovable property, presently held or after acquired, of
           the Company. He may perform any other action, act or deed which is
           useful or necessary in the interests of the Company. Finally, the
           sole director may pass resolutions with respect to the reserved
           powers and a copy of these resolutions shall be kept in the Book of
           the Company.

184.       DUTIES. The sole director of the Company, in the exercise of his
           powers and in the discharge of his duties, shall act prudently,
           diligently, honestly and faithfully in the best interests of the
           Company and avoid placing himself in a position of conflict of
           interest between his personal interest and that of the Company.
           Moreover, the sole director of the Company shall comply with the Act
           and with its Regulations, with the articles, with the by-laws and
           with any written statement of the sole shareholder or with any
           unanimous shareholder agreement of the Company.

185.       GIFTS INTER VIVOS. The sole director may make gifts INTER VIVOS of
           the assets of the Company, even for a substantial value, without
           obtaining the consent of the sole shareholder or of the shareholders,
           provided that such gifts shall be made in the best interests of the
           Company.

186.       REMUNERATION AND EXPENSES. The sole director may fix his own
           remuneration without having to pass a resolution to this end. Unless
           otherwise provided, such remuneration shall be in addition to any
           other remuneration paid to the sole director in another capacity. The
           sole director may receive advances and shall be entitled to be
           reimbursed for all expenses incurred in the execution of his office.

187.       CONFLICT OF INTEREST AND OF DUTIES. The sole director may not mingle
           the property of the Company with his own; nor may he use, for his own
           profit or for that of a third parry, any property of the Company or
           any information which he obtains by reason of his duties, unless he
           is authorized to do so by the sole shareholder or by the shareholders
           of the Company. The sole director shall avoid placing himself in a
           position of conflict of interest between his personal interest and
           his duties as sole director. He shall declare to the Company any
           interest which he holds in an enterprise or in an association which
           is likely to place him in a position of conflict of interest as well
           as any right which he may set up against it, indicating, as the case
           may be, its nature and its value. This declaration of interest shall
           be recorded in the minutes of the proceedings of the Board of
           Directors or in the resolution in lieu of a meeting. The sole
           director, even in the discharge of his

                                       42


           duties, may acquire, directly or indirectly, and interest in the
           property under his administration or he may contract with the
           Company. He shall notify the Company immediately of this fact,
           indicating the nature and the value of the rights which he is
           acquiring, and request that this fact be recorded in the minutes of
           the proceedings of the Board of Directors or in the resolution in
           lieu of a meeting. Except where required, he shall abstain from
           discussing, and from voting on the matter. This rule, however, shall
           not apply to matters regarding the remuneration of the sole director
           or his terms of employment. The sole director, however, may grant
           guarantees, by way of mortgage, hypothec or otherwise, upon the
           assets of the Company, to any officer who personally guarantees the
           liabilities of the Company. Subject to the above, the sole director
           may also serve on the Board of Directors of other enterprises, even
           where the latter are competitors, and he may act as a consultant or
           in another capacity for such enterprises.

188.       BY-LAWS. Unless otherwise provided in the articles, in the by-laws of
           the Company, in a written statement of the sole shareholder or in a
           unanimous shareholder agreement, the sole director, by resolution,
           may pass, amend or repeal any by-laws governing the affairs of the
           Company. By-laws passed, amended or repealed by the sole director
           according to the above shall be submitted to the sole shareholder or
           to the shareholders at the following annual general meeting. By-laws
           passed, amended or repealed by the sole director shall take effect on
           the date of their passage, amendment or repeal by the sole director.
           After confirmation or amendment by the sole shareholder or by the
           shareholders, they shall continue in force in their original or
           amended state, as the case may be. However, they shall cease to have
           effect following their rejection by the sole shareholder or by the
           shareholders or, in the event of failure by the sole director to
           submit them to the sole shareholder or to the shareholders at the
           annual general meeting following their passage. Nevertheless, it
           shall be possible, in the meantime, to obtain confirmation of these
           by-laws by a resolution of the sole shareholder or at a special
           general meeting of the shareholders duly called for this purpose.
           By-laws relating to the appointment, to the office, to the duties, to
           the remuneration and to the removal of the officers or of the
           employees of the Company as well as those pertaining to the bond
           which the latter shall provide need not be approved by the sole
           shareholder or by the shareholders in order to continue in force.
           Furthermore, in the event of a rejection by the sole shareholder or
           by the shareholders of a by-law or of a failure by the sole director
           to submit this by-law to the sole shareholder or to the annual
           general meeting of the shareholders, any subsequent resolution by the
           sole director to the same general effect, within the two (2) years
           immediately following, cannot take effect until after confirmation by
           the sole shareholder or by the shareholders.

189.       END OF TERM OF OFFICE. The term of office of the sole director of the
           Company shall end in the event of his death, of his resignation, of
           his removal from office or IPSO FACTO if he no longer qualifies as a
           director, upon expiry of his term of office, by the institution of a
           method of protective supervision in his respect or by one of the
           common causes of extinction of obligations provided for by law. The
           term of office of the sole director shall also end in the event of
           the bankruptcy of the Company.

                                       43


B.         OFFICERS AND REPRESENTATIVES

190.       APPOINTMENT AND CUMULATIVE DUTIES. The sole director shall hold the
           offices of President and of Secretary of the Company. He may also
           create any other office and appoint thereto qualified persons,
           whether they be shareholders of the Company or not, to represent the
           Company and to discharge the duties which he determines. The officers
           or the representatives may delegate the powers which they have
           received from the sole director as well as those which are inherent
           in their office. However, they shall select their substitutes
           carefully and provide them with appropriate instructions.

191.       TERM OF OFFICE. The term of office of an officer or of a
           representative of the Company shall begin with his acceptance of the
           office and such acceptance may be inferred from his actions, acts or
           deeds. His term of office shall continue until the sole director has
           appointed his successor or his replacement, unless the term of office
           of the officer or of the representative ends prematurely in
           accordance with paragraphs 201 to 203 of the present by-laws.

192.       REMUNERATION. The sole director shall fix the remuneration of the
           officers or of the representatives of the Company, without having to
           pass a resolution to this end. Unless otherwise provided, such
           remuneration shall be in addition to any other remuneration paid to
           the officer or to the representative of the Company in another
           capacity. The fact that any officer, representative or employee shall
           also be the sole director or the sole shareholder or a shareholder of
           the Company shall not disqualify him from receiving, in his capacity
           as officer, representative or employee, such remuneration as may be
           determined.

193.       POWERS. Subject to the articles, to the by-laws, to a written
           statement of the sole shareholder or to a unanimous shareholder
           agreement, the sole director shall determine the powers of the
           officers and of the other representatives of the Company. The sole
           director may delegate to them all his powers except for the reserved
           powers or for those which require the approval of the sole
           shareholder or of the shareholders. The officers and the other
           representatives shall have the powers inherent in the Act or which
           normally relate to their office. Further, they 'may exercise these
           powers either within or outside the Province of Quebec.

194.       DUTIES. The officers and the representatives, in the discharge of
           their duties, shall act prudently, diligently, honestly and
           faithfully in the best interests of the Company and within the limits
           of their respective offices and they shall avoid placing themselves
           in a position of conflict of interest between their personal merest
           and that of the Company. They shall be deemed to have acted within
           the limits of their offices when they discharge their duties in a
           manner which is more advantageous for the Company. They shall be held
           liable to the Company for actions, acts or deeds performed alone
           which they were only authorized to carry out in conjunction with one
           (1) or more other persons unless they acted in a manner which turned
           out to be more advantageous for the Company than that which had been
           agreed upon. In arriving at a decision, they may rely in good faith
           on the opinion or on the report of an expert and, in such a case,
           shall be deemed to have acted prudently, diligently, honestly and
           faithfully in the best interests of the Company.

                                       44


195.       POSTING OF SECURITY BOND. The sole director or any person duly
           authorized by him may require that certain officers, representatives
           or employees of the Company post a security bond, in the form and
           containing such guarantees as the sole director may determine, in
           order to guarantee the proper performance of their powers and
           discharge of their duties.

196.       CONFLICT OF INTEREST. Any officer or representative shall avoid
           placing himself in a position of conflict of interest between his
           personal interest and that of the Company and he shall declare any
           conflict of interest to the sole director. The rules governing
           conflicts of interest of the sole director shall apply, with all
           necessary changes, to the officers and to the representatives.

197.       SIGNING OF DOCUMENTS. Contracts, documents or instruments in writing
           requiring the signature of the Company may be signed by the sole
           director in his capacity as President and Secretary of the Company
           and all contracts, documents or instruments in writing so signed
           shall bind the Company without the necessity of any other
           authorization or formality. The sole director may also designate any
           other person to sign and to deliver on behalf of the Company all
           contracts, documents or instruments in writing and such authorization
           may be given by resolution in general or in specific terms. Subject
           to the Act, the sole director may permit the contracts, documents or
           instruments in writing which are issued by the Company to bear
           mechanically-reproduced signatures.

198.       SIGNING OF DECLARATIONS TO BE DEPOSITED IN THE REGISTER. The
           declarations which are to be filed with the Inspector General
           pursuant to AN ACT RESPECTING THE LEGAL PUBLICITY OF SOLE
           PROPRIETORSHIPS may be signed by the sole director in his capacity as
           President of the Company or by any person authorized by the sole
           director.

199.       LEGAL OR OTHER PROCEEDINGS. The sole director in his capacity as
           President of the Company, any officer or any other person authorized
           by the sole director shall be respectively authorized to commence any
           action, suit, application or proceeding of a legal, administrative or
           other nature on behalf of the Company or to appear and to answer for
           the Company with respect to any writ, order or injunction, issued by
           any court of law or by any tribunal, with respect to any
           interrogatories upon articulated facts, and with respect to any other
           action, suit, application or other proceeding in which the Company
           shall be involved; to answer in the name of the Company with respect
           to any seizure by garnishment in which the Company shall be garnishee
           and to make any affidavit or sworn declaration relating to such
           garnishment or to any other proceeding to which the Company shall be
           made a party; to make demands or requests for assignments of property
           or applications or petitions for winding-up or sequestration orders
           against any debtor of the Company; to attend, and to vote at, any
           meeting of the creditors or of the debtors of the Company; to grant
           proxies and to take, with respect to such actions, suits,
           applications or proceedings, any other action, act or deed or to make
           any other decision deemed to be in the best interests of the Company.

200.       PRIMA FACIE EVIDENCE OF BY-LAW. A copy of a by-law of the Company to
           which the seal of the Company has been affixed and which purports to
           have been signed by the President and Secretary of the Company shall
           be admissible as against the sole

                                       45


           shareholder or any shareholder of the Company as being, in itself,
           PRIMA FACIE evidence of the by-law.

201.       RESIGNATION. Any officer or representative may resign from office by
           forwarding a letter of resignation to the head office of the Company
           by courier or by registered or certified mail. The resignation shall
           become effective upon receipt of the letter of resignation by the
           Company or at any later date specified therein. However, the
           resignation of an officer or of a representative may only take place
           subject to the provisions of any existing employment contract between
           him and the Company. The resignation shall not discharge the officer
           or the representative from the payment of any debt owing by him to
           the Company before his resignation became effective. However, the
           officer or the representative shall be liable for any injury caused
           to the Company by his resignation if he submits it without a serious
           reason and at an inopportune moment.

202.       REMOVAL FROM OFFICE. The sole director may remove from office any
           officer or representative of the Company and may choose his successor
           or his replacement. Nevertheless, the removal from office of an
           officer or of a representative may only take place subject to the
           provisions of any existing employment contract between him and the
           Company. However, the Company shall be liable for any injury caused
           to the officer or to the representative by his removal from office
           without a serious reason and at an inopportune moment.

203.       END OF TERM OF OFFICE. The term of office of an officer or of a
           representative shall end upon his death, his resignation, his removal
           from office, upon expiry of his term of office as officer or
           representative, if he is declared incapable by a court of law in
           another province, in another territory or in another country or a
           political subdivision thereof, if he becomes an undischarged
           bankrupt, upon appointment of his successor or of his replacement, by
           the institution of a method of protective supervision in his respect
           or by one of the common causes of extinction of obligations provided
           for by law.

C.         PROTECTION OF THE SOLE DIRECTOR, OF THE OFFICERS AND OF THE
           REPRESENTATIVES

204.       EXCLUSION OF LIABILITY VIS-B-VIS THE COMPANY AND THIRD PARTIES.
           Except as otherwise provided in the Act or in by-laws of the Company,
           the sole director or an officer acting or having acted for or in the
           name of the Company shall not be held liable, in this capacity or in
           his capacity as mandatary of the latter, whether it be vis-B-vis the
           Company or third parties, for the actions, the acts or the deeds, the
           omissions, the decisions made or not made, the liabilities, the
           undertakings, the payments made, the receipts or the discharges
           given, the negligence or the faults of any officer, employee, servant
           or representative of the Company. Among other things, the sole
           director or an officer shall not be held liable vis-B-vis the
           Company for any direct or indirect loss suffered by the latter for
           any reason whatsoever; more specifically, he shall not be held liable
           for the insufficiency or the deficiency of title to any property
           acquired by the Company, or for or on its behalf, or for the
           insufficiency or the deficiency of any security or debt instrument in
           or by which any of the funds or of the assets of the Company shall be
           or have been placed or invested nor for any losses or damages
           resulting from the bankruptcy, the insolvency or the delictual

                                       46


           action, act or deed of any person, including any person with whom or
           with which funds, shares, assets or negotiable instruments shall be
           or have been placed, or deposited. Furthermore, the sole director or
           the officers shall not be held liable vis-B-vis the Company for
           any loss, conversion of property, misappropriation, embezzlement or
           any other damage resulting from any dealings with respect to any
           funds, assets or shares or for any other loss, damage or misfortune
           whatsoever which may occur in the discharge of, or in relation to the
           discharge of, their duties unless the same shall occur owing to their
           failure to discharge the duties of their office prudently,
           diligently, honestly and faithfully in the best interests of the
           Company or owing to the fact that the sole director or the officers
           shall have placed themselves in a position of conflict of interest
           between their personal interest and that of the Company. None of the
           above shall be interpreted in such a way as to relieve the sole
           director or an officer of his duty to act in accordance with the Act
           and with its Regulations or of his joint or several liability for any
           breach thereof, in particular in the event of a breach of the
           specific provisions of the Act or of the Regulations. Moreover, the
           sole director or the officers shall not be held individually or
           personally liable vis-B-vis third parties for the duration of
           their office in respect of a contract, a decision made, an
           undertaking or a transaction, whether or not concluded. or with
           respect to bills of exchange, to promissory notes or to cheques
           drawn, accepted or endorsed, to the extent that they are acting or
           they acted in the name, or on behalf, of the Company, in the ordinary
           course of the performance of the powers which they have received,
           unless they acted prior to the incorporation of the Company and
           unless their actions, acts or deeds have not been ratified by the
           Company within the time limit prescribed by the Act after its
           incorporation.

205.       RIGHT TO COMPENSATION. The Company shall compensate the sole
           director, its officers or its representatives in respect of all costs
           or expenses reasonably incurred by them in connection with the
           defense of a civil, criminal or administrative action, suit,
           application or proceeding to which one (1) or more of them were
           parties by reason of their duties or of their office, whether this
           action, this suit, this application or this proceeding was commenced
           by or on behalf of the Company or by a third party. Reasonable costs
           or expenses shall include, in particular, all damages or fines
           arising from the actions, the acts or the deeds done by the sole
           director, by the officers or by the representatives in the discharge
           of their duties as well as all amounts paid to settle an action or to
           satisfy a judgment. The right to compensation shall exist only to the
           extent that the sole director, the officers or the representatives
           were substantially successful on the merits in their defense of the
           action, of the suit, of the application or of the proceeding, that
           they acted prudently, diligently, honestly and faithfully in the best
           interests of the Company, that they did not place themselves in a
           position of conflict of interest between their personal interest and
           that of the Company, and, in the case of a criminal or administrative
           action, suit, application, or proceeding leading to the imposition of
           a fine, to the extent that they had reasonable grounds for believing
           that their conduct was, lawful or that they were acquitted or freed,
           The Company shall assume these obligations in respect of any person
           who acts or acted at its request as a director, an officer or a
           representative of a body corporate of which the Company is or was a
           shareholder or a creditor. As the case may be, this compensation
           shall be paid to the predecessors, to the heirs, legatees,
           liquidators, transferees, mandataries, legal representatives,
           successors, assigns or rightful claimants of

                                       47


           the sole director, of the officers or of the representatives, in
           accordance with paragraph 209 below.

206.       LEGAL ACTION BY THIRD PARTY. Where a civil, criminal or
           administrative action, suit, application or proceeding is commenced
           by a third party against the sole director or against one (1) or more
           of the officers or representatives of the Company for one (1) or more
           actions, acts or deeds done in the discharge of their duties, the
           Company shall assume the defense of its mandatary.

207.       LEGAL ACTION BY THE COMPANY. Where a civil, criminal or
           administrative action, suit, application or proceeding is commenced
           by the Company against the sole director or against one (1) or more
           of the officers or representatives of the Company for one (1) or more
           actions, acts or deeds done in the discharge of their duties, the
           Company may pay compensation to the sole director, to the officers or
           to the representatives if it loses its case and if a court of law or
           a tribunal so decides. If the Company wins its case only in part, the
           court of law or the tribunal may determine the amount of the costs or
           of the expenses which the Company shall assume.

208.       LIABILITY INSURANCE. The Company may purchase and maintain insurance
           for the benefit of the sole director, of its officers or of its
           representatives, or of their predecessors as well as their heirs,
           legatees, liquidators, transferees, mandataries, legal
           representatives, successors, assigns or rightful claimants covering
           any liability incurred by them by reason of their acting or having
           acted as sole director, an officer or a representative of the Company
           or, at the request of the latter, as a director, an officer or a
           representative of a body corporate of which the Company is or was a
           shareholder or a creditor. However, this insurance may cover neither
           the liability arising from the failure of the insured to act
           prudently, diligently, honestly and faithfully in the best interests
           of the Company, nor the liability arising from a fault or from a
           personal offence severable from the discharge of their duties or from
           the fact that the insured shall have placed themselves in a position
           of conflict of interest between their personal interest and that of
           the Company.

209.       COMPENSATION AFTER END OF TERM OF OFFICE. The compensation provided
           for in the preceding paragraphs may be obtained even after the person
           has ceased to hold the office of sole director, of officer or of
           representative of the Company or, as the case may be, of director, of
           officer or of representative of a body corporate of which the Company
           is or was a shareholder or a creditor. In the event of death, the
           compensation may be paid to the heirs, legatees, liquidators,
           transferees, mandataries, legal representatives, successors, assigns
           or rightful claimants of this person. Such compensation may also be
           combined with any other recourse which the sole director, the
           officer, the representative, one (1) of his predecessors as well as
           his heirs, legatees. liquidators, transferees, mandataries, legal
           representatives, successors, assigns or rightful claimants may have.

210.       DETERMINATION OF CONDITIONS PRECEDENT TO COMPENSATION. In the event
           that a court of law or a tribunal has not made a finding on the
           matter, the compliance or the non-compliance of the conduct of the
           sole director, of an officer or of a representative with the
           standards of conduct set out in paragraph 205 above or the question
           whether a case was won in part or whether a person was substantially
           successful on the merits in his

                                       48


           defense of the action, of the suit, of the application or of the
           proceeding shall be determined in the following manner: a) by way of
           opinion from an independent legal counsel; or b) by decision of the
           majority of the shareholders of the Company, where there is more than
           one shareholder; or, failing that, c) by decision of the sole
           shareholder, to the extent that he and the sole director are not the
           sane person.

211.       PLACE OF ACTION. The powers and the duties of the Company with
           respect to the compensation of the sole director. of an officer or of
           a representative shall apply regardless of the place where the
           action, the suit. the application or the proceeding shall have been
           filed.

D.         BANKING AND FINANCE

212.       BANKING AND FINANCE. Banking and financial operations of the Company
           shall be carried on with the banks or financial institutions
           designated by the sole director. The sole director shall also
           designate one (1) or more persons to carry out these banking or
           financial operations on behalf of the Company.

213.       FINANCIAL YEAR. The date of the end of the financial year of the
           Company shall be determined by the sole director.

214.       AUDITOR. Subject to the provisions of the Act which enable one to
           dispense with the appointment of an auditor and subject to paragraph
           217 below, the sole: shareholder or the shareholders, by way of a
           resolution, at the time of the signature of the resolution in lieu of
           the first annual general meeting of the shareholders or at the first
           annual general meeting of the shareholders and at the time of the
           signature of the resolution in lieu of each subsequent annual general
           meeting or at each subsequent annual general meeting, shall appoint
           an auditor or decide not to appoint one. If the sole shareholder or
           the shareholders appoint an auditor, the latter shall serve until the
           signature of the resolution in lieu of the next annual general
           meeting or until the close of the next annual general meeting.
           Failing the appointment of an auditor at the time of the signature of
           the resolution in lieu of an annual general meeting or at an annual
           general meeting, the incumbent auditor shall continue to serve until
           the appointment of his successor or of his replacement. The sole
           shareholder or the shareholders may also appoint more than one
           auditor. The sole shareholder or the shareholders shall fix the
           remuneration of the auditor or auditors unless this power has been
           delegated to the sole director.

215.       REMOVAL OF AUDITOR. The auditor may be removed at any time by the
           sole shareholder or by the shareholders of the Company by way of a
           resolution or at a special general meeting. However, the Company
           shall be liable for any injury caused to the auditor by his removal
           without a serious reason and at an inopportune moment. A vacancy
           created by the removal of the auditor may be filled by the sole
           shareholder or by the shareholders in the resolution in which or at
           the meeting at which it was decided to remove him, or if the vacancy
           is not so filled by the sole shareholder or by the shareholders, by
           the sole director. Any other vacancy in the position of auditor shall
           be filled by the sole director. The person appointed to replace the
           auditor shall hold the position for the unexpired term of his
           predecessor.

                                       49


216.       END OF MANDATE OF AUDITOR. The mandate of the auditor shall end upon
           his death, his resignation, his removal in accordance with paragraph
           215 of the present by-laws, upon expiry of his mandate, if he is
           declared incapable by a court of law in another province, in another
           territory or in another country or a political subdivision thereof,
           if he becomes an undischarged bankrupt, if he becomes disqualified
           from practising as an auditor in the province where the head office
           of the Company is located, upon appointment of his successor or of
           his replacement, by the institution of a method of protective
           supervision in his respect or by one of the common causes of
           extinction of obligations provided for by law. The resignation of the
           auditor shall take effect on the date on which written notice of his
           resignation is received by the Company or on any later date which is
           specified therein. However, the auditor shall be liable for any
           injury caused to the Company by his resignation if he submits it
           without a serious reason and at an inopportune moment.

217.       ACCOUNTANT. If the sole shareholder or the shareholder decide not to
           appoint an auditor by way of a resolution passed by the sole
           shareholder or unanimously by all the shareholders, including those
           not otherwise entitled to vote, the sole director may appoint an
           accountant to prepare the financial statements of the Company and to
           discharge such other duties as he may determine. The sole director
           shall also fix the remuneration of the accountant without having to
           pass a resolution to this end and he shall fill any vacancy which may
           occur in the position of the accountant.

218.       END OF MANDATE OF ACCOUNTANT. The mandate of the accountant shall end
           upon his death, his resignation, his removal by the sole director,
           upon expiry of his mandate, if he is declared incapable by a court of
           law in another province, in another territory or in another country
           or a political subdivision thereof. if he becomes an undischarged
           bankrupt, if he becomes disqualified from practising as an accountant
           in the province where the head office of the Company is located, upon
           appointment of his successor or of his replacement, by the
           institution of a method of protective supervision in his respect or
           by one of the common causes of extinction of obligations provided for
           by law. The resignation of the accountant shall take effect on the
           date on which written notice of his resignation is received by the
           Company or on any later date which is specified therein. However, the
           accountant shall be liable for any injury caused to the Company by
           his resignation if he submits it without a serious reason and at an
           inopportune moment.

SECTION 3. SOLE SHAREHOLDER

E.         SHARES AND DIVIDENDS

219.       ALLOTMENT AND ISSUE OF SHARES. Unless otherwise provided in the Act,
           in .the articles, in the by-laws or in a written statement of the
           sole shareholder, the sole director or the directors shall have
           absolute power over the share capital of the Company and, in
           particular, by resolution, they may accept subscriptions for shares,
           allot or issue shares of the share capital of the Company at such
           times, on such terms and conditions, to such persons and for such
           consideration as they see fit, provided that no share of the Company
           may be issued for a consideration other than money which is of a
           lesser value than that which the Company could have received if the
           shares had been issued for money or they

                                       50


           may dispose thereof or alienate them in favour of any person for a
           consideration which shall not contravene the Act, the articles, the
           by-laws or the written declaration of the sole shareholder.

220.       SHARE CERTIFICATES. The sole shareholder, in his discretion. shall be
           entitled either to a share certificate representing the shares which
           he holds in the Company or to an irrevocable acknowledgement in
           writing of his right to obtain a share certificate of the Company
           detailing the number, the class and the series of shares which he
           holds as indicated in the share register. The sole director or the
           directors shall determine the form and, unless otherwise provided in
           the Act, the contents of the certificates representing the shares of
           the Company. These share certificates shall bear the signature of the
           sole director or the directors.

221.       DIVIDENDS. Subject to the Act and unless otherwise provided in a
           written statement of the sole shareholder and subject to it being
           established that the Company is or will be able to discharge its
           liabilities when due and that the book value of its assets will not
           be less than the sum of its liabilities and its issued and paid-up
           share capital account. the sole director or the directors may declare
           and pay dividends to the sole shareholder according to his rights and
           interests in the Company. The sole director or the directors shall
           not be compelled to make any distribution of the profits of the
           Company; thus they may create a reserve fund for the payment of
           dividends or set aside such profits in whole or in part in order to
           keep them as a reserve fund of any kind. From the dividends payable
           with respect to a share which is not fully paid-up shall be deducted
           the amount of any balance remaining due on such share. The sole
           director or the directors shall deduct from any dividend payable to
           the sole shareholder any amount which he owes to the Company because
           of a call for payment or for any other reason. Such dividends may be
           paid in specie, in property or by the issue of fully or partially
           paid-up shares of the Company.

F.         RESOLUTIONS OF THE SOLE SHAREHOLDER

222.       POWERS. The sole shareholder shall exercise by himself all the powers
           which the Act expressly reserves for the shareholders by passing
           resolutions of the sole shareholder. A copy of these resolutions
           shall be kept in the Book of the Company.

223.       ANNUAL AND OTHER RESOLUTIONS. The sole shareholder of the Company
           shall pass annual resolutions of the sole shareholder in which he
           shall approve the financial statements of the Company. and. as the
           case may be. the report of the auditor. appoint an auditor or decide
           not to appoint one, re-appoint the sole director or elect directors,
           fix, or authorize the sole director or the directors to fix, their
           remuneration, and settle any other matter which he may legally
           consider.

By-law Number 1 passed this June 7, 1994.

                                          /s/ James Smith
                                          --------------------------------------
                                          President and/or Secretary
                                          James Smith

                                       51


                                 BY-LAW NUMBER 2

                                    BEING THE

                          GENERAL BORROWING BY-LAWS OF

                              9006-1359 QUEBEC INC.

The following general borrowing by-law of the Company, also referred to as
By-law Number 2, which authorizes the sole director or the directors to borrow
money upon the credit of the Company, has been passed by a resolution of the
sole director or the directors and confirmed by a resolution of the sole
shareholder or the shareholders, in accordance with the Act.

1.         In addition to the powers conferred on the sole director or the
           directors by the articles and without restricting the generality of
           the powers conferred on the sole director or the directors by section
           77 of the Act, the sole director or the directors, if they see fit,
           and without having to obtain the authorization of the sole
           shareholder or the shareholders, may:

           a)   borrow money upon the credit of the Company;

           b)   issue or reissue debentures or other securities of the Company
                and pledge or sell the same at such price or amount as shall be
                deemed appropriate;

           c)   give a guarantee in the name of the Company to secure the
                obligation of another person, subject to it being established
                that the Company is or will be able to discharge its liabilities
                when due and that the book value of its assets will not be less
                than the sum of its liabilities and its issued and paid-up share
                capital account; and

           d)   hypothecate the immovable and the movable or otherwise affect
                the movable property of the Company.

2.         No provision shall limit or restrict the borrowing power of the
           Company on bills of exchange or promissory notes made, drawn,
           accepted or endorsed by or on behalf of the Company.

3.         The sole director or the directors, by resolution, may delegate the
           powers conferred on them by paragraph 1 above to a director, to an
           Executive Committee, to a committee of the Board of Directors or to
           an officer of the Company.



4.         The powers hereby conferred should be deemed to be supplementary to,
           and not in substitution of, any borrowing powers possessed by the
           sole director or the directors or by the officers of the Company
           independently of a borrowing by-law.

By-law Number 2, passed this June 7, 1994.


                                          /s/ Ghislain Jacques
                                          --------------------------------------
                                          President and/or Secretary
                                          Ghislain Jacques

                                        2


                                 BY-LAW NUMBER 3

                                    BEING THE

                               BANKING BY-LAWS OF

                              9006-1359 QUEBEC INC.

The following banking by-law, also referred to as By-law Number 3, has been
passed by a resolution of the sole director or the directors and confirmed by a
resolution of the sole shareholder or the shareholders, in accordance with the
Act.

BE IT RESOLVED:

1.         to authorize the sole director or the directors of the Company to
           borrow money from a bank or financial institution upon the credit of
           the Company, for the required amounts and by way of overdraft loan or
           otherwise;

2.         to render binding on the Company all promissory notes or other
           negotiable instruments, including partial and complete renewals
           covering such loans as well as the agreed-upon interest accruing
           therefrom, given to the said bank or financial institution and signed
           in the name of the Company by the officers of the Company authorized
           to sign these negotiable instruments.

3.         to authorize the sole director or the directors to grant a hypothec
           or mortgage, even a floating hypothec or mortgage, on a universality
           of property, movable or immovable. present or future, corporeal or
           incorporeal, of the Company to secure the repayment of the loans
           contracted by the Company with the bank or financial institution; and
           to render binding on the Company any hypothec or mortgage so granted
           and signed 'by the officer or officers authorized to sign negotiable
           instruments on behalf of the Company;

4.         to have all contracts, deeds, documents, grants and other guarantees
           reasonably required by said bank or financial institution or by its
           legal advisers, for one (1) of the purposes stated above. executed,
           completed, and delivered by the duly authorized officers of the
           Company; and

5.         to have the present by-law remain in force, after confirmation by the
           sole shareholder or the shareholders of the Company, until another
           by-law repealing it has been confirmed by the sole shareholder or the
           shareholders and a copy thereof has been delivered to the said bank
           or financial institution.

By-law Number 3, passed this June 1, 1994.


                                          /s/ Ghislain Jacques
                                          --------------------------------------
                                          President and/or Secretary
                                          Ghislain Jacques



                                    ANNEX "A"

                                 SPECIAL BY-LAW

"A By-law respecting the borrowing of money and the issue of securities by LES
PRODUITS ALIMENTAIRES JACQUES ET FILS INC. (formerly known as "9006-1359 QUEBEC
INC.") (the "COMPANY").

BE IT ENACTED by the Directors of the COMPANY as a By-law of the said COMPANY as
follows:

The Directors of the COMPANY may from time to time on behalf of the COMPANY:

(a)    borrow money and/or otherwise incur debt obligations in such amounts and
upon such terms as may be deemed necessary;

(b)    guarantee payment or fulfillment of present and future indebtedness and
obligations of persons other than the COMPANY;

(c)    hypothecate or subject to security interests any or all of the present
and future property of the COMPANY, whether movable or immovable, corporeal or
incorporeal, in order to secure and guarantee payment and fulfillment of any and
all indebtedness and obligations of the COMPANY in general and all indebtedness
and obligations of the COMPANY under paragraphs (a) and (b) above in particular;

(d)    issue bonds, mortgage bonds, debentures, debenture stock or other
securities of the COMPANY for such amounts and upon such terms as may be deemed
expedient, and pledge or sell the same for such sums and at such prices as the
Directors shall determine; and,

(e)    delegate to one or more of the Officers or Directors of the COMPANY or to
such other persons) (whether or not an Officer or Director of the COMPANY) as
may be designated by the Directors all or any of the powers conferred by the
foregoing paragraphs of this By-law to such extent and in such manner as the
Directors shall determine at the time of cash such delegation.

CERTIFIED A TRUE COPY of the SPECIAL BY-LAW of the COMPANY duly enacted by the
Board of Directors of said COMPANY on the 27th day of October, 1994 and
subsequently duly sanctioned by all of the shareholders of the COMPANY entitled
to vote thereon on the same aforesaid date, in full force and effect as of the
date hereof in accordance with the incorporating documents, the By-laws and any
Unanimous Shareholders' Agreement of or affecting the COMPANY.

DATED this 27th day of October, 1994.


/s/ Ghislain Jacques
- ------------------------------------
Secretary, Ghislain Jacques

EX-3.17

                                                                    EXHIBIT 3.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                           HERITAGE ACQUISITION CORP.

          1. NAME. The name of the corporation is Heritage Acquisition Corp.
(the "Corporation").

          2. REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
the Corporation in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of the Corporation's registered agent is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

          3. CORPORATE PURPOSES. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware (the "Corporation Law").

          4. AUTHORIZED CAPITAL. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 1,000
shares of common stock, par value $.01 per share (the "Stock").

          The powers, preferences and rights and the qualifications, limitations
and restrictions of the Stock are as set forth below:

          (a)  DIVIDENDS. When, as and if dividends are declared on the Stock,
whether payable in cash, in property or in securities of the Corporation, the
holders of shares of the Stock shall be entitled to share equally, share for
share, in such dividends.

          (b)  VOTING RIGHTS. Except as otherwise provided by law and this
Certificate of Incorporation, the holders of shares of the Stock shall be
entitled to one vote per share on all matters to be voted on by the Stockholders
of the Corporation.

          (c)  NO PRE-EMPTIVE RIGHTS. No holder of the Stock shall, except as
provided herein, be entitled as a matter of right to subscribe for or purchase,
or have any preemptive right with respect to, any part of any new or additional
issue of stock of any class whatsoever, or of securities convertible into any
stock of any class whatsoever, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of dividend.

          5. MANAGEMENT OF BUSINESS. The following provisions are inserted for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:



          5.1. BYLAWS. The original Bylaws of the Corporation shall be adopted
by the sole incorporator. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the Bylaws of the Corporation.

          5.2. NUMBER AND ELECTION OF DIRECTORS. The number of directors from
time to time shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation. The election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

          6. INDEMNIFICATION BY THE CORPORATION; LIABILITY OF DIRECTORS. The
directors of the Corporation shall be entitled to the benefits of all
limitations on the liability of directors generally that are now or hereafter
become available under the Corporation Law, and the Corporation shall indemnify
all persons whom it is permitted to indemnify to the full extent permitted by
Section 145 of the Corporation Law, as amended from time to time. Without
limiting the generality of the foregoing, no director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Section 6 shall be prospective only,
and shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

          7. INCORPORATOR. The name and mailing address of the sole incorporator
is as follows:

                 NAME                            MAILING ADDRESS

                 David J. Hengen              Dechert Price & Rhoads
                                              30 Rockefeller Plaza
                                              New York, New York 10112

          The undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this Certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly has hereunto
set his hand this 27th day of January 1999.


                                              /s/ David J. Hengen
                                              -----------------------
                                              David J. Hengen

EX-3.18

                                                                    EXHIBIT 3.18

                                     BY-LAWS

                                       OF

                           HERITAGE ACQUISITION CORP.

                                    ARTICLE I

                                  STOCKHOLDERS

     SECTION 1.  ANNUAL MEETINGS. Subject to change by resolution of the Board
of Directors, the annual meeting of the stockholders of the Corporation for the
purpose of electing directors and for the transaction of such other business as
may be brought before the meeting shall be held on the third Thursday of May of
each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday. The meeting may be held at such time and
such place within or without the State of Delaware as shall be fixed by the
Board of Directors and stated in the notice of the meeting.

     SECTION 2.  SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the Board of Directors, by the Chairman of the Board, by
the President or by any number of stockholders owning an aggregate of not less
than twenty-five percent of the number of outstanding shares of capital stock
entitled to vote. Special meetings shall be held on the date and at the time and
place either within or without the State of Delaware as specified in the notice
thereof.

     SECTION 3.  NOTICE OF MEETINGS. Except as otherwise expressly required by
law or the Certificate of Incorporation of the Corporation, written notice
stating the place and time of the meeting and, in the case of a special meeting,
the purpose or purposes of such meeting, shall be given by the Secretary to each
stockholder entitled to vote thereat at his address as it appears on the records
of the Corporation not less than ten nor more than sixty days prior to the
meeting. Notice of any meeting of stockholders shall not be required to be given
to any stockholder who shall attend such meeting in person or by proxy; and if
any stockholder shall, in person or by attorney thereunto duly authorized, waive
notice of any meeting, in writing or by telegraph, cable or wireless, whether
before or after such meeting be held, the notice thereof need not be given to
him. The attendance of any stockholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him. Notice of any
adjourned meeting of stockholders need not be given except as provided in
SECTION 5 of this ARTICLE 1.

     SECTION 4.  QUORUM. Subject to the provisions of law and to provisions of
the Certificate of Incorporation in respect of the vote that shall be required
for a specific action, the number of shares the holders of which shall be
present or represented by proxy at any meeting of stockholders in order to
constitute a quorum for the transaction of any business shall be a majority of
all the shares issued and outstanding and entitled to vote at such meeting.



     SECTION 5.  ADJOURNMENT. At any meeting of stockholders, whether or not
there shall be a quorum present, the holders of a majority of shares voting at
the meeting, whether present in person at the meeting or represented by proxy at
the meeting, may adjourn the meeting from time to time. Except as provided by
law, notice of such adjourned meeting need not be given otherwise than by
announcement of the time and place of such adjourned meeting at the meeting at
which the adjournment is taken. At any adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the original meeting.

     SECTION 6.  ORGANIZATION. The Chairman of the Board or, in his absence or
non-election, the President or, in the absence of both of the foregoing
officers, a Vice President shall call meetings of the stockholders to order and
shall act as Chairman of such meetings. In the absence of the Chairman of the
Board, the President, or a Vice President, the holders of a majority in number
of the shares of the capital stock of the Corporation present in person or
represented by proxy and entitled to vote at such meeting shall elect a
Chairman, who may be the Secretary of the Corporation. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders, but in
the absence of the Secretary, the Chairman may appoint any person to act as
secretary of the meeting.

     SECTION 7.  VOTING. Each stockholder shall, except as otherwise provided by
law or by the Certificate of Incorporation, at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
entitled to vote held by such stockholder, but no proxy shall be voted on after
three years from its date, unless said proxy provides for a longer period. Upon
the demand of any stockholder, the vote for directors and the vote upon any
matter before the meeting shall be by ballot. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, all elections for
directors shall be decided by plurality vote; all other matters shall be decided
by a majority of the votes cast thereon.

     SECTION 8.  STOCKHOLDERS LIST. A complete list of the stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order, with the
address of each and the number of shares held by each, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole thereof and may be
inspected by any stockholder who is present.

     SECTION 9.  ADDRESSES OF STOCKHOLDERS. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served upon or mailed to him, and if any
stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his last known post office address.

     SECTION 10. INSPECTORS OF ELECTION. The Board of Directors may at any time
appoint one or more persons to serve as Inspectors of Election at the next
succeeding annual meeting of stockholders or at any other meeting or meetings
and the Board of Directors may at any time fill any vacancy in the office of
Inspector. If the Board of Directors fails to appoint Inspectors, or if

                                       -2-


any Inspector appointed is absent or refuses to act or if his office becomes
vacant and is not filled by the Board of Directors, the Chairman of any meeting
of the stockholders may appoint one or more temporary Inspectors for such
meeting. All proxies shall be filed with the Inspectors of Election of the
meeting before being voted upon.

     SECTION 11. ACTION BY CONSENT. Unless otherwise provided in the Certificate
of Incorporation, any action required to be taken at any meeting of
stockholders, or any action which may be taken at any meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote if a consent in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     SECTION 1.  GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors.

     SECTION 2.  NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors shall be such as the Board of Directors may by resolution direct from
time to time. Each director shall hold office for the term for which he is
appointed or elected and until his successor shall have been elected and shall
qualify, or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. The Chairman of the Board, if one be
elected, shall be chosen from among the directors.

     SECTION 3.  QUORUM AND MANNER OF ACTION. Except as otherwise provided by
law, the Certificate of Incorporation, or these By-laws, a majority of the Board
of Directors shall be required to constitute a quorum for the transaction of
business at any meeting, and the act of a majority of the directors present and
voting at any meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given. The directors shall act only as a board and
individual directors shall have no power as such.

     SECTION 4.  PLACE OF MEETING, ETC. The Board of Directors may hold its
meetings, have one or more offices and keep the books and records of the
Corporation at such place or places within or without the State of Delaware as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

     SECTION 5.  REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held for the election of officers and the transaction of other business
as soon as practicable after each annual meeting of stockholders, and other
regular meetings of said Board shall be held at such times and places as said
Board shall direct. No notice shall be required for any regular

                                       -3-


meeting of the Board of Directors but a copy of every resolution fixing or
changing the time or place of regular meetings shall be mailed to every director
at least three days before the first meeting held in pursuance thereof.

     SECTION 6.  SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, a Vice President or
any two directors, by a sole remaining director or by the stockholders of the
Corporation at the next annual meeting or any special meeting called for that
purpose. In case all the directors shall die or resign or be removed or
disqualified, any stockholder having voting powers may call a special meeting of
the stockholders, upon notice given as herein provided for the meetings of the
stockholders, at which directors may be elected. The Secretary or any Assistant
Secretary shall give notice of the time and place of each special meeting by
mailing a written notice of the same to each director at his last known post
office address at least two days before the meeting or by causing the same to be
delivered personally or to be transmitted by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each
director.

     SECTION 7.  ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board or of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

     SECTION 8.  ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board or, in his absence or non-election, a director chosen by a
majority of the directors present shall act as Chairman. The Secretary or, in
his absence, an Assistant Secretary or, in the absence of both the Secretary and
an Assistant Secretary, any person appointed by the Chairman shall act as
secretary of the meeting.

     SECTION 9.  RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. The resignation of any director shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 10. REMOVAL OF DIRECTORS. Except as otherwise provided by law or
the Certificate of Incorporation, any director may be removed, either with or
without cause, at any time by the affirmative vote of a majority in interest of
the holders of record of the stock having voting power at an annual meeting or
at a special meeting of the stockholders called for that purpose; and the
vacancy in the Board caused by any such removal may be filled by the
stockholders at such meeting or by the Board of Directors in the manner provided
in SECTION 11 of this ARTICLE II.

     SECTION 11. VACANCIES. Any vacancy in the Board of Directors caused by
death, resignation, removal (whether or not for cause), disqualification, an
increase in the number of directors or any other cause may be filled by the
majority vote of the remaining directors of the Corporation at the next annual
meeting, any regular meeting or any special meeting called for the purpose. Each
director so elected shall hold office for the unexpired term or for such lesser
term as may be designated and until his successor shall be duly elected and
qualified, or until his death

                                       -4-


or until he shall resign or shall have been removed in the manner herein
provided. In case all the directors shall die or resign or be removed or
disqualified, any stockholder having voting powers may call a special meeting of
the stockholders, upon notice given as herein provided for meetings of the
stockholders, at which directors may be elected for the unexpired term.

     SECTION 12. COMPENSATION OF DIRECTORS. Directors may receive such sums for
their services and expenses as may be directed by resolution of the Board;
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for their services and expenses.

     SECTION 13. COMMITTEES. By resolution or resolutions passed by a majority
of the whole Board at any meeting of the Board of Directors, the directors may
designate one or more committees, each committee to consist of one or more
directors. To the extent provided in said resolution or resolutions, unless
otherwise provided by law, such committee or committees shall have and may
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, including the power and authority to
authorize the seal of the Corporation to be affixed to all papers which may
require it. In no event, however, shall any action that requires the approval of
100% of the directors then in office be taken by a committee consisting of less
than all the directors then in office. Further, the Board of Directors may
designate one or more directors as alternate members of a committee who may
replace an absent or disqualified member at any meeting. A committee may make
such rules for the conduct of its business and may appoint such committees and
assistants as it shall from time to time deem necessary. A majority of the
members of a committee shall constitute a quorum for the transaction of business
of such committee. Regular meetings of a committee shall be held at such times
as such committee shall from time to time by resolution determine. No notice
shall be required for any regular meeting of a committee but a copy of every
resolution fixing or changing the time or place of regular meetings shall be
mailed to every member of such committee at least three days before the first
meeting held in pursuance thereof. Special meetings of a committee may be called
by the chairman of such committee or the secretary of such committee, or any two
members thereof. The Secretary of the Corporation or the secretary of such
committee shall give notice of the time and place of each Special Meeting by
mail at least two days before such meeting or by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each member
of such committee.

     SECTION 14. PARTICIPATION IN MEETINGS. Members of the Board of Directors or
of any committee may participate in any meeting of the Board or committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

                                   ARTICLE III

                                    OFFICERS

     SECTION 1.  NUMBER. The officers of the Corporation shall be a President, a
Treasurer and a Secretary. In addition, the Board may elect a Chairman of the
Board, and one or more

                                       -5-


Vice Presidents and such other officers as may be appointed in accordance with
the provisions of SECTION 3 of this ARTICLE III. Any number of offices may be
held by the same person.

     SECTION 2.  ELECTION, TERM OF OFFICE AND QUALIFICATION. The officers shall
be elected annually by the Board of Directors at their first meeting after each
annual meeting of the stockholders of the Corporation. Each officer, except such
officers as may be appointed in accordance with the provisions of SECTION 3 of
this ARTICLE III, shall hold office until his successor shall have been duly
elected and qualified, or until his death or until he shall have resigned or
shall have become disqualified or shall have been removed in the manner
hereinafter provided.

     SECTION 3.  SUBORDINATE OFFICERS. The Board of Directors or the President
may from time to time appoint such other officers, including one or more
Assistant Treasurers and one or more Assistant Secretaries, and such agents and
employees of the Corporation as may be deemed necessary or desirable. Such
officers, agents and employees shall hold office for such period and upon such
terms and conditions, have such authority and perform such duties as in these
By-laws provided or as the Board of Directors or the President may from time to
time prescribe. The Board of Directors or the President may from time to time
authorize any officer to appoint and remove agents and employees and to
prescribe the powers and duties thereof.

     SECTION 4.  REMOVAL. Any officer may be removed, either with or without
cause, by the Board of Directors or, except in case of any officer elected by
the Board of Directors, by any committee or superior officer upon whom the power
of removal may be conferred by the Board of Directors or by these By-laws.

     SECTION 5.  RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 6.  VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
regular election or appointment to such office.

     SECTION 7.  CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside,
if present, at all meetings of the stockholders and at all meetings of the Board
of Directors and shall perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors or prescribed
by these By-laws.

     SECTION 8.  PRESIDENT. The President shall have general direction of the
affairs of the Corporation and general supervision over its several officers,
subject, however, to the control of the Board of Directors. The President shall
at each annual meeting and from time to time report to the stockholders and the
Board of Directors all matters within his knowledge which the interest of the
Corporation may require to be brought to their notice, may sign with the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
any or all certificates of stock of the Corporation, shall preside, in the
absence of the Chairman of the Board, at all meetings of the stockholders and at
all meetings of the Board of Directors, shall have the power to sign and

                                       -6-


execute in the name of the Corporation all contracts or other instruments
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated or permitted by the Board or by
these By-laws to some other officer or agent of the Corporation, and in general
shall perform all duties, and have such powers incident to the office of
President and perform such other duties and have such other powers as from time
to time may be assigned to him by the Board of Directors or the Chairman of the
Board or prescribed by these By-laws.

     SECTION 9.  VICE PRESIDENTS. Each Vice President shall have such powers and
shall perform such duties as may from time to time be assigned to him by the
Board of Directors or by the President, and shall have the power to sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board of Directors, except where the Board or the By-laws
shall expressly delegate or permit some other officer to do so. A Vice President
may also sign with the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary certificates of stock of the Corporation and shall have
such other powers and shall perform such other duties as from time to time may
be assigned to him by the Board of Directors, the Chairman of the Board or the
President or prescribed by these By-laws.

     SECTION 10. SECRETARY. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the stockholders,
the Board of Directors and any committee when so required, shall see that all
notices are duly given in accordance with the provisions of these By-laws and as
required by law, shall be custodian of the records and the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on, behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-laws, shall keep or cause to be kept
a register of the post office address of each stockholder, may sign with the
President or any Vice President certificates of stock of the Corporation, and in
general shall perform such duties and have such powers incident to the office of
Secretary and shall perform such other duties and have such other powers as from
time to time may be assigned to him by the Board of Directors, the Chairman of
the Board or the President or prescribed by these By-laws.

     SECTION 11. ASSISTANT SECRETARIES. Any Assistant Secretary shall, at the
request of the Secretary or in his absence or disability, perform the duties of
the Secretary and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Secretary and shall perform such other duties and
have such other powers as from time to time may be assigned to him by the
President, the Secretary or the Board of Directors or prescribed by these
By-laws.

     SECTION 12. TREASURER. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, and deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with the provisions of
these By-laws, shall at all reasonable times exhibit his books of account and
records, and cause to be exhibited the books of account and records of any
corporation controlled by the Corporation to any of the directors of the
Corporation upon application during business hours at the office of the
Corporation, or such other corporation where such books and records are kept,
shall render a statement of the condition of the finances of the Corporation at
all regular meetings of the Board of Directors and a full financial report at
the annual meeting of the stockholders, shall, if called upon to do so, receive
and give receipts

                                       -7-


for moneys due and payable to the Corporation from any source whatsoever, may
sign with the President or any Vice President certificates of stock of the
Corporation, and in general shall perform such duties and have such powers
incident to the office of Treasurer and such other duties and have such other
powers as from time to time may be assigned to him by the Board of Directors or
the President or prescribed by these By-laws.

     SECTION 13. ASSISTANT TREASURERS. Any Assistant Treasurer shall, at the
request of the Treasurer or in his absence or disability, perform the duties of
the Treasurer and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer and shall perform such duties and have
such other powers as from time to time may be assigned to him by the President,
the Treasurer or the Board of Directors or prescribed by these By-laws.

     SECTION 14. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation.

                                   ARTICLE IV

                  CONTRACTS CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 1.  CONTRACTS, ETC., HOW EXECUTED. Except as otherwise provided in
these By-laws, the Board of Directors may authorize any officer or officers,
employee or employees or agent or agents of the Corporation to enter into any
contract or execute and deliver any instrument, on behalf and in the name of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board of Directors or by a committee
appointed in accordance with the provisions of these By-laws or otherwise by
these By-laws, no officer, employee or agent shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge its credit or
render it liable for any purpose or amount.

     SECTION 2.  CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, employee or
employees or agent or agents of the Corporation as shall from time to time be
determined by resolution of the Board of Directors.

     SECTION 3.  DEPOSITS. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositaries as the Board of Directors or committee appointed by the Board
of Directors may designate from time to time or as may be designated from time
to time by any officer or officers, employee or employees or agent or agents of
the Corporation to whom such power may be delegated by the Board of Directors;
and for the purpose of such deposit, the Chairman of the Board, the President,
or a Vice President, or the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary may endorse, assign and deliver checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation.

     SECTION 4.  GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Directors or
committee appointed by the Board of Directors may authorize from time to time
the opening and

                                       -8-


keeping with such banks, trust companies or other depositaries as it may
designate of general and special bank accounts and may make such special rules
and regulations with respect thereto, not inconsistent with the provisions of
these By-laws, as it may deem expedient.

     SECTION 5.  PROXIES. Except as otherwise provided in these By-laws or in
the Certificate of Incorporation of the Corporation, and unless otherwise
provided by resolution of the Board of Directors, the President may from time to
time appoint an attorney or attorneys, or agent or agents, of the Corporation,
on behalf and in the name of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf and, in the name of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.

                                    ARTICLE V

                            SHARES AND THEIR TRANSFER

     SECTION 1.  CERTIFICATES OF STOCK. Certificates for shares of the capital
stock of the Corporation shall be in such form not inconsistent with law as
shall be approved by the Board of Directors. They shall be numbered in order of
their issue and shall be signed by the Chairman of the Board, the President or
any Vice President and the Treasurer or any Assistant Treasurer, or the
Secretary or any Assistant Secretary of the Corporation, and the seal of the
Corporation shall be affixed thereto. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who shall have signed or whose facsimile signature shall have been placed upon
any such certificate or certificates shall cease to be such officer, transfer
agent or registrar whether because of death, resignation or otherwise, before
such certificate or certificates shall have been issued, such certificate or
certificates may nevertheless be issued by the Corporation as though the person
or persons who signed such certificate or certificates or whose facsimile
signature shall have been used thereon had not ceased to be such officer or
officers of the Corporation.

     SECTION 2.  TRANSFER OF STOCK. Transfer of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary of the Corporation, or a transfer agent of
the Corporation, if any, and on surrender of the certificate or certificates for
such shares properly endorsed. A person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof as regards the
Corporation, and the Corporation shall not be bound to recognize any equitable
or other claim to, or interest in, such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.

     SECTION 3.  LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
stock issued by the Corporation shall immediately notify the Corporation of any
loss, destruction or

                                       -9-


mutilation of the certificate therefor or the failure to receive a certificate
of stock issued by the Corporation, and the Board of Directors or the Secretary
of the Corporation may, in its or his discretion, cause to be issued to such
holder a new certificate or certificates of stock, upon compliance with such
rules, regulations and/or procedures as may be prescribed or have been
prescribed by the Board of Directors with respect to the issuance of new
certificates in lieu of such lost, destroyed or mutilated certificate or
certificates of stock issued by the Corporation, including the posting with the
Corporation of a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     SECTION 4.  TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer-agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in the charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

     SECTION 5.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to express
consent to corporate action in writing without a meeting, to receive payment of
any dividend or other distribution or allotment of any rights, to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action,
and only such stockholders as shall be stockholders of record of the date so
fixed shall be entitled to such notice of and to vote at such meeting and any
adjournment thereof, to express consent to any such corporate action, to receive
payment of such dividend or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VI

                                      SEAL

     The Board of Directors shall provide a suitable seal containing the name of
the Corporation, which seal shall be in the charge of the Secretary and which
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced. If and when so directed by the Board of
Directors, a duplicate of the seal may be kept and be used by an officer of the
Corporation designated by the Board.

                                      -10-


                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     SECTION 1.  FISCAL YEAR. The fiscal year of the Corporation shall end on
January 31 of each year unless and until changed by resolution of the Board of
Directors.

     SECTION 2.  WAIVERS OF NOTICE. Whenever any notice of any nature is
required by law, the provisions of the Certificate of Incorporation or these
By-laws to be given, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

     SECTION 3.  QUALIFYING IN FOREIGN JURISDICTION. The Board of Directors
shall have the power at any time and from time to time to take or cause to be
taken any and all measures which they may deem necessary for qualification to do
business as a foreign corporation in any one or more foreign jurisdictions and
for withdrawal therefrom.

     SECTION 4.  INDEMNIFICATION. The Corporation shall, to the full extent
permitted by the laws of the State of Delaware, as amended from time to time,
indemnify all directors and officers whom it has the power to indemnify pursuant
thereto.

                                  ARTICLE VIII

                                   AMENDMENTS

     These By-laws shall be subject to amendment, alteration or repeal, and new
By-laws not inconsistent with any provision of the Certificate of Incorporation
of the Corporation or any provision of law, may be made, either by (i) the
affirmative vote of the holders of record of a majority of the outstanding
shares of the Common Stock of the Corporation entitled to vote in respect
thereof, given at an annual meeting or at any special meeting, provided that
notice of the proposed alteration or repeal or of the proposed new By-laws be
included in the notice of such meeting, or (ii) the affirmative vote of a
majority of the members of the Board of Directors at any regular or special
meeting.

                                      -11-

EX-3.19

                                                                    EXHIBIT 3.19

                            WILLIAM UNDERWOOD COMPANY

                              DECLARATION OF TRUST

                             DATED JANUARY 1ST, 1915

                FILED WITH THE OLD COLONY TRUST COMPANY OF BOSTON

                        [CONFORMED TO SHOW ALL AMENDMENTS
                              THROUGH MAY 9, 2002]



                                      INDEX



                                                                                    PAGE
Preamble
                                                                               
Art.        I.   Business Name of Trustees............................................1
Art.       II.   Purposes of Trust....................................................1
Art.      III.   General Powers of Trustees...........................................2
Art.       IV.   Specific Powers of Trustees..........................................2
Art.        V.   Exemption from Personal Liability....................................3
Art.       VI.   Organization and Meetings of Trustees................................4
Art.      VII.   Shareholders' Rights and Limitations Thereof.........................6
Art.     VIII.   Declaration of Dividends.............................................7
Art.       IX.   Number of Shares.....................................................7
Art.        X.   Certificates of Shares...............................................8
Art.       XI.   Fiscal Year..........................................................9
Art.      XII.   Meetings of Shareholders.............................................9
Art.     XIII.   Notice of Shareholders' Meetings....................................10
Art.      XIV.   Change or Vacancy in Office of all Trustees.........................10
Art.       XV.   Provision for Exemption of Trustees for Errors of Judgment..........11
Art.      XVI.   Duration of Trust...................................................11
Art.     XVII.   Filing of Declaration...............................................11
Art.    XVIII.   Amendments of Trust.................................................11
Art.      XIX.   Merger Consolidation................................................12


                                        2


     AGREEMENT AND DECLARATION OF TRUST, Dated January 1st 1915, by and between
HENRY O. UNDERWOOD, WILLIAM LYMAN UNDERWOOD, LORING UNDERWOOD, JAMES J. STORROW,
FRANCIS D. CLEVELAND, HERBERT L. HARDING and FRANCIS A. HARDING, all having a
usual place of business in Boston, Massachusetts, hereinafter called the
"Trustees";

     WHEREAS, the Trustees propose to acquire from the WILLIAM UNDERWOOD COMPANY
(as Massachusetts corporation) all the property and assets of said corporation,
including its business, trade-marks and good-will; and

     WHEREAS, the said property, together with any other property now or
hereafter acquired by the Trustee, is to be held, used managed and disposed of
upon the trusts and in the manner hereinafter stated;

     NOW, THEREFORE, the Trustees hereby declare that they will hold the
property, business and rights which may be acquired by them from the William
Underwood Company, and all other property which they may hereafter acquire as
such Trustees, together with the proceeds thereof, in trust, for the account and
benefit of the holders from time to time of the certificates of beneficial
interest to be issued hereunder, and to manage, administer and dispose of the
same upon the trusts and subject to the terms and conditions hereinafter stated,
namely:--

                                   ARTICLE I.
                           BUSINESS NAME OF TRUSTEES.

     The Trustees, in their collective capacity, shall be designated, so far as
is convenient and practicable as "William Underwood Company," and under that
name shall conduct, so far as practicable, all their business and sign all
instruments in writing.

                                  ARTICLE II.
                               PURPOSE OF TRUST.

     The Trustees may use and employ the trust property and assets:--

     1.  In collecting, raising, preparing, manufacturing, packing, carrying,
buying, selling and dealing in food products, and in any other business that may
be desirable or advantageous in connection therewith, including the manufacture
of cans, packages and containers of all sorts, the catching of fish and
shell-fish, the raising of animals and carrying on agriculture.

     2.  In establishing and carrying on manufacturing establishments and stores
to carry out any of the foregoing programs, and in acquiring, managing and
operating fish weirs, fish traps, boats and vessels of any and all kinds for any
purpose.

     3.  In the purchase, sale, renting or leasing of real estate or any
interest therein, and in the construction, management, maintenance and leasing
of buildings of any kind.

     4.  In carrying on a general manufacturing business, and in any and all
things desirable or advantageous in connection therewith.

                                        1


     5.  In carrying on the general business of merchants, and manufacturing,
buying, selling and dealing in commodities and merchandise of any and all kinds,
and in any and all things desirable or advantageous in connection therewith.

     6.  In acquiring, buying, selling and dealing in patents, processes,
trade-marks and trade-names desirable or advantageous in connection with any of
the foregoing purposes.

     7.  In acquiring, buying, selling and dealing in stocks, shares and
securities of corporations or other organizations and interests in partnerships
or associations or other forms of business, which may be desirable or
advantageous in connection with any of the foregoing purposes.

     Any or all of the foregoing powers may be carried on by the Trustees either
directly or through corporations or other organizations in which the Trustees
own or acquire a controlling or lesser interest.

                                  ARTICLE III.
                           GENERAL POWERS OF TRUSTEES.

     The Trustees shall hold the legal title to all property at any time
belonging to this trust or acquired by them as trustees hereunder, and, subject
to the provisions of this Declaration of Trust, shall have the absolute control,
management and disposition thereof and of all the business of the trust with all
the rights and powers of absolute owners of said property and business, subject,
however, to the rights of the beneficiaries hereunder. The naming of any
specific duties and powers hereinafter contained shall not be construed as
limiting the general powers hereinbefore or hereinafter conferred upon the
trustees.

                                   ARTICLE IV.
                          SPECIFIC POWERS OF TRUSTEES.

     To enable the Trustees fully to execute this trust, they are hereby
empowered, without limitation, however, of the general powers hereinbefore
granted.--

     1.  To carry on any business above described, according to their
discretion, and to employ therein such officers, agents or agencies as they may
deem expedient.

     2.  To pay all taxes, assessments and expenses of any business carried on
or acquired by them or in connection with any of the trust property.

     3.  To buy any property, real or personal, including shares or obligations
based hereunder or in any corporation or association, and any rights,
franchises, privileges or securities which the conduct of any business above
described may in their judgment require, or which may in their judgment tend to
promote its successful promotion or the interest of the shareholders, and to
hold, administer and use the trust property or any part thereof at their
discretion.

     4.  To borrow money for any business above described or for the purchase of
any property and to give notes, make contracts of guaranty or suretyship, or
enter into other obligations therefor, and to pledge or mortgage the property of
the trust or any part thereof

                                        2


(except as hereinafter provided) to secure such notes or obligations or any
contract entered into in the course of the execution of this trust; provided,
however, that all notes or obligations given for money borrowed shall bear the
written approval of at least one Trustee in addition to the signature of the
Treasurer or other authorized officer.

     5.  To invest and loan any moneys which may come into their hands, and
which, in their judgment, are not needed in the immediate conduct of any
business in which they are engaged, in any manner which may seem to them prudent
and expedient.

     6.  To exercise exclusive control and management of the trust property; to
vote in person or by proxy upon all shares of stock belonging to the trust and
to collect and receipt for any dividends thereon, provided, however, that shares
issued hereunder and purchased by the Trustees for the account of the trust
shall not, so long as they belong to the trust, either receive dividends or be
voted at any meeting of shareholders; to contract with any corporation or
association, or firm or individual, whether or not controlled by them, to begin
and defend legal proceedings, employ counsel, and compromise, settle or
arbitrate claims; and generally to do all acts and things necessary and proper
for the complete execution of the trust and the protection of the interests of
shareholders therein, including the power to form a corporation or corporations,
or association or associations, under the laws of Massachusetts, or any other
state or country, for the purpose of transferring the trust property or any part
thereof thereto or for any purposes which the Trustees may deem to be of benefit
to the shareholders; to convey the trust property, or any part thereof, to such
corporation or corporations, or association or associations, and to lease,
pledge, mortgage or sell the trust property, or any portion thereof, free from
any trust, for such consideration as the Trustees may deem best; provided only
that in the case of a sale of real estate the Trustees shall by a vote of
two-thirds in number have approved the consideration therefor and have
determined that the real estate to be sold is not needed for the business of the
trust.

     7.  To make any and all sales or transfers of any interest in the property
of the trust, so that no purchaser shall be bound to see to the application of
the purchase money or other consideration.

     8.  As far as strangers to the trust are concerned, to bind the Trustees,
shareholders and all persons interested in the trust by a resolution of the
Trustees, certified as such by their Treasurer or Secretary, to the extent that
such resolution so certified, and authorizing a particular act to be done, shall
be conclusive evidence that such act is within the powers of the Trustees and
duly authorized by them.

     9.  All of the foregoing powers and any hereinafter stated may be exercised
in any part of the United States, be dependencies or territories, or in any
foreign country.

                                   ARTICLE V.
                       EXEMPTION FROM PERSONAL LIABILITY.

     The Trustees shall have no power to bind the shareholders personally by any
contract, express or implied, or by any act, neglect or default. The
shareholders shall not be personally liable on any contract made or for any act,
neglect or default done, committed or omitted in the

                                        3


course of the business done under the terms hereof, and any party to any
contract made or person injured by any act, neglect or default done, committed
or omitted in the course of the business carried on under the terms hereof shall
have recourse for satisfaction, payment or indemnity solely to the trust estate
and shall have no right whatsoever against the shareholders personally. The
trustees shall be subject to all the legal responsibility necessarily following
from the business done under the terms hereof, but the Trustees shall not be
personally liable for any contract or for any act, neglect or default done,
committed or omitted in the course of the business done under the terms hereof,
and any party to any contract made or any person injured by any act, neglect or
default done, committed or omitted in the course of the business carried on
under the terms hereof shall have recourse for satisfaction, payment or
indemnity solely to the trust estate, and shall have no right whatsoever against
the Trustees personally, except in so far as the law may require such personal
liability and forbid the limitation thereof, and then only to the extent that
the law absolutely requires such personal liability and absolutely forbids its
limitation. And if any judgment is recovered against and paid by the Trustees or
any of them, or any claim is made against them or any of them and paid or
compromised on account of any contract made by them as Trustees or on account of
any act, neglect or default done, committed or omitted, in the course of the
business carried on under the terms of this indenture, the Trustees shall be
entitled to exoneration, indemnity and reimbursement from the trust estate.
Notes, bonds, obligations or contracts made or given by the Trustees shall, when
practicable, by explicit reference to this Declaration of Trust, give notice of
the limitations upon the powers of the Trustees contained in this paragraph of
this Declaration of trust and of the exemption from personal liability of both
Trustees and shareholders, and shall contain an express declaration that no
recourse shall be had in any event to any trustee or shareholder.

                                   ARTICLE VI.
                     ORGANIZATION AND MEETINGS OF TRUSTEES.

     1.  The Permanent Trustees who shall hold office as provided in section 2
of this Article VI shall always be seven in number and such Permanent Trustees
shall have and may exercise all the powers of the Trustees granted herein. In
addition, the Permanent Trustees may elect to serve for a term to last until the
next Annual Meeting of Trustees one or more but not more than three Trustees
who, upon election and during term of office shall have and may exercise the
same powers as the Permanent Trustees. The words "Trustee" and "Trustees" shall
be taken in this Declaration of Trust to refer to the Trustee or Trustees then
serving, whether Permanent or serving under annual election as above provided.

     The Trustees may elect from time to time one or more Honorary Trustees. To
be eligible for election to the office of Honorary Trustee a person must have
served for ten years or more as a Trustee. An Honorary Trustee shall be entitled
to attend all meetings of the Trustees and of the Shareholders but shall not
have the right to vote at meetings of the Trustees and shall receive such
compensation and serve for such terms as may be determined by the Trustees as
set forth in the Trustees' By-Laws. For the purpose of this Declaration of Trust
an Honorary Trustee shall not be deemed a "Trustee" under Articles I, II, III
and IV hereof.

     2.  The Trustees named herein, namely, Henry O. Underwood, William Lyman
Underwood, Loring Underwood, James J. Storrow, Francis D. Cleveland, Herbert L.
Harding

                                        4


and Francis A. Harding, shall hold office until their death, resignation or
removal, as hereinafter provided.

     3.  Any Trustee may resign by written notice delivered or mailed to the
Secretary or President of the Trustees, and such resignation shall take effect
immediately, or if specified therein, at a later date.

     4.  Any Trustee may be removed, as hereinafter provided in Article VII.

     5.  A majority of the Trustees shall constitute a quorum, and any action
taken at a meeting at which a quorum is present, which meeting has been duly
called in such manner as may have been previously prescribed by the Trustees,
shall be operative and effective as the act of all the Trustees. The consent in
writing of any Trustee to any vote or action shall have the same effect as if he
were personally present at a meeting at which such act was authorized or such
vote passed. In addition, the Trustees or any committee thereof may act on all
matters without meeting by resolution signed by all the Trustees or committee
members entitled to vote at a meeting and such resolution when so signed shall
have the same force and effect as a vote duly passed at a meeting of the
Trustees or the applicable committee.

     6.  The Trustees may adopt and use a common seal.

     7.  The Trustees annually shall elect from among their number a President,
and from among their number, or otherwise, a Treasurer, Secretary, and in their
discretion, Vice-Presidents, Assistant Treasurers and Assistant Secretaries, and
such other officers or agents as they may deem advisable, and may act in any
manner by and through any such officers and agents. One or more offices may be
held by the same person.

     8.  Any officer or agent elected or appointed by the Trustees may be
removed by vote of the majority of the Trustees or by a resolution signed by a
majority thereof.

     9.  The Trustees may appoint from their own number an Executive Committee
and such other Committees as they may determine, to whom they may delegate such
of their powers as they think proper.

     10. The Trustees may fill any vacancies which occur for any reason in any
office, including that of Trustee. If any vacancy occurs in the office of
Trustee, the Trustees shall forthwith fill the same. A certificate of the
Treasurer or Secretary of the removal, resignation or appointment of any officer
or Trustee shall be conclusive evidence thereof.

     11. Instruments transferring or conveying real or personal property of the
trust may be executed in the name of William Underwood Company by such officers
or agents as the Trustees may designate or appoint by their By-Laws, or by
specific vote, and such instruments shall have the same effect as if signed by
all the Trustees. Each of the Trustees hereby grants to such persons as may from
time to time be the President or Vice-President and Treasurer or Assistant
Treasurer, power of attorney, for them and each of them, and in their name to
sign, seal and deliver any and all such instruments relating to the business of
the trust or the trust property, or the transfer and conveyance thereof, as have
been duly authorized by a majority of the Trustees.

                                        5


     12. The Trustees may adopt from time to time and amend or repeal, By-Laws
not inconsistent herewith for the "conduct of their business, and any such
By-Laws or any regulations adopted at any meeting may define the duties of their
officers, agents, servants or representatives, provided, however, that a By-Law
may be repealed or amended only at a meeting, the notice of which specifies that
the matter of such repeal or amendment is to be acted upon.

     13. Until all the original Trustees named in this Declaration of trust
shall have become parties hereto, such of said original Trustees as shall have
signed this Declaration of Trust shall have and exercise all the powers of all
the Trustees hereunder and such action as they may take shall be as effectual as
if all the original Trustees named herein had become parties hereto.

     14. A certificate of the Treasurer or Secretary of the Trustees as to any
by-law, vote, resolution, act or appointment of the Trustees shall, as far as
strangers to the trust are concerned, be conclusive evidence of the facts stated
in such certificate.

     15. The Trustees shall not be partners with each other or with the
shareholders, nor shall they have the rights or liabilities of such partners.

                                  ARTICLE VII.
                  SHAREHOLDERS' RIGHTS AND LIMITATIONS THEREOF.

     1.  The rights of the shareholders hereunder shall be solely those of
beneficiaries in the property held in trust hereunder by the Trustees, and they
shall have only the rights conferred in accordance with the terms hereof and by
the certificates of beneficial interest issued hereunder. The shareholders shall
not be partners with each other or with the Trustees and shall have none of the
rights or liabilities of partners and shall have no right to call for any
partition of property rights or interest, nor shall they have any of the rights
of partners as to the control or the administration of the trust property by the
Trustees. In order that the administration of the trust property may be
conducted by Trustees reasonably satisfactory to the beneficiaries, the holders
of two-thirds in interest of the shares issued hereunder and entitled to vote
may, at a meeting duly called and held so hereinafter provided, request the
resignation of any Trustee, and upon being notified of such request any Trustee
shall and hereby agrees to resign forthwith.

     2.  Shares shall be personal property giving only the rights in the
certificates thereof and in this instrument specifically set forth. The death of
a shareholder during the continuance of this trust shall not terminate the trust
or give his or her legal representatives a right to an account or to take any
action in the courts or otherwise against other shareholders or the Trustees,
but shall simply entitle the legal representatives of the deceased to demand and
receive a new certificate of shares in place of the certificate held by the
deceased, upon the acceptance of which such legal representatives shall succeed
to all the rights and be subject to all the restrictions of the deceased under
this trust.

     3.  No shareholder shall sell, assign, or transfer any or all of his shares
without first offering such shares in writing to the trustees. If within ten
days from the receipt of such offer the Trustees do not notify such shareholder
in writing that they desire to consider the purchase of such shares, said shares
may be transferred without restriction. If, however, the shareholder is so

                                        6


notified, his shares may be sold and transferred to the trustees at whatever
price is agreed upon. If, however, the shareholder is unwilling to accept the
figure offered by the Trustees, such shares shall at the request of the
shareholder be appraised by three persons; one appointed by the shareholder, one
by the Trustees, and a third by the two so chosen, or if such third person
cannot be agreed upon, by the President, for the time being, of the Old Colony
Trust Co. The shareholder shall forthwith be notified of the result of such
appraisal, and at any time within ten days from the receipt of such notice said
shareholder may in writing withdraw his offer, whereupon such shares shall be
subject to the original restrictions as to transfer. If said offer is not so
withdrawn, such shareholder, upon payment or tender within thirty days of said
appraisal, of a sum not less than the appraised value of said shares, shall
assign, transfer and deliver said shares to the trustees or their nominee. If
within said thirty days, the Trustees shall not pay, tender or offer such sum,
the holder of such shares may transfer them without restriction.

     4.  Any or all of the foregoing restrictions may be waived by the Trustees,
and the certificate of the Treasurer or Secretary of such waiver, or of the
compliance of a shareholder with the above requirements, shall be conclusive
evidence thereof.

     5.  The foregoing provisions as to the transfer of shares shall not apply
to shares transferred by operation of law to the heirs, legatees, executors or
administrators of any shareholder, but such heirs, legatees, executors or
administrators shall hold such shares as may be issued to them subject to the
terms and restrictions above set forth.

                                  ARTICLE VIII.
                            DECLARATION OF DIVIDENDS.

     1.  In computing and determining the net profits of the trust, all taxes,
whether levied under laws as now existing or hereafter enacted, shall be treated
as expenses of the trust and be paid by the Trustees, and shall include all
taxes, national, state or municipal, upon either the property or the income of
the trust and also all taxes, national, state or municipal, upon the interest of
a shareholder in the trust and the normal tax under the United States income tax
law upon the income derived therefrom. The Trustees may in their absolute
discretion retain from net profits such amount as they may deem necessary or
advisable to pay present or future debts or expenses of the trust, to meet
present or future obligations of the trust, to provide such surplus fund as they
may deem desirable to use in the conduct or enlargement of its plants and stock
or affairs and business, and may invest and reinvest amounts so retained or
expend them in the business of the trust or in the acquisition of new property.

     2.  Such portion of the net profits of the trust as the Trustees from time
to time may determine shall be ratably divided among the shareholders of record
at such time, not more than thirty days preceding the declaration of a dividend,
as the Trustees may fix.

                                   ARTICLE IX.
                                NUMBER OF SHARES.

     1.  The number of shares issuable hereunder by the Trustees, in the first
instance, shall be determined by the Trustees. The shares shall be without par
value.

                                        7


     2.  The Trustees may from time to time, with the consent of the holders of
two-thirds in interest of the shares entitled to vote hereunder, evidenced by
the consent in writing of the holders of such shares in person or by their
attempts thereunto duly authorized, or by the vote of the holders of such shares
in person or by proxy at a meeting duly called, the call for which contains
specific notice of the proposition to be submitted, issue and dispose of
additional shares or of preferred shares, for such purpose, on such terms and in
such manner as the shareholders may determine or approve.

                                   ARTICLE X.
                             CERTIFICATES OF SHARES.

     1.  Shares hereunder shall be evidenced by a certificate or certificates
substantially in the form following:--

                           WILLIAM UNDERWOOD COMPANY.

     No. _____________                                    _____________  Shares.

         THIS CERTIFIES that __________________________________________ is the
     holder of ______________________________________________ shares of the
     beneficial interest in the property held an administered in trust by
     Trustees acting under the name of "William Underwood Company," and in
     accordance with and subject to a Declaration of Trust, dated January 1st,
     1915, a copy of which is on file with the Old Colony Trust Company, and
     which is hereby referred to and made a part of this certificate. Except
     only as herein and as in said Declaration of Trust provided, this
     certificate confers no rights, powers, privileges or interest.

         The shares evidenced hereby are transferable only subject to the
     restrictions set forth on the reverse side of this certificate, to which
     the holder hereof by the acceptance of this certificate agrees to conform.

         IN WITNESS WHEREOF, the Trustees under said Declaration of Trust have
     caused their common seal to be hereto affixed and this certificate to be
     executed in their name and behalf by their President and Secretary this
     __________ day of __________, 19__.

         WILLIAM UNDERWOOD COMPANY,

         By
           ----------------------------
                             PRESIDENT.

           ----------------------------
                             SECRETARY.

         [REVERSE OF CERTIFICATE.]

     Here will be printed the restrictions stated in Article VII.

         I, ___________________________________________________________________,

                                        8


         Secretary/Treasurer of William Underwood Company, certify that the
     holder of this certificate has conformed to the foregoing provisions as to
     of the shares represented thereby.

         FOR VALUE RECEIVED,_______________________ hereby sells, assigns,
     transfers and delivers to ________________ the within [ ]shares of William
     Underwood Company, and requests that said transfer be recorded on the books
     of said Company.

         WITNESS my hand this _____________ day of ___________, 19__.
           __________________________________________

     2.  The Trustees shall keep books of record of the certificates of share
originally issued hereunder and of all transfers thereof. Upon any transfer
thereof, a new certificate or new certificates shall be issued, being first
recorded and signed by the persons appointed by the Trustees, and only
shareholders whose certificates are so recorded shall be entitled to vote, or to
collect dividends, or to otherwise exercise and enjoy the rights of
shareholders.

     3.  Each shareholder shall in writing notify the Treasurer of the Trustees
of his post-office address,--which may be changed by a like notice,--and in the
absence of any such notice from a shareholder his post-office address shall be
taken to be Boston.

     4.  In case of the loss, mutilation or destruction of a certificate, the
Trustees may issue a new one upon such terms as they see fit.

                                   ARTICLE XI.
                                  FISCAL YEAR.

     The fiscal year of the Trustees shall end on the Saturday nearest December
31 of each year.

                                  ARTICLE XII.
                            MEETINGS OF SHAREHOLDERS.

     1.  The Annual Meeting of Shareholders shall be held on the fourth
Wednesday of March in each year at such time and place as the Trustees shall
determine, provided that if no determination is made by the Trustees such
meeting shall be held at the principal offices of William Underwood Company in
Massachusetts at 11:00 a.m., or if not held for any reason on that day on such
other day and at such place and time as may be fixed by the Trustees.

     2.  At each annual meeting the Trustees shall make full report upon the
affairs of the trust and upon its business and operations during the year
preceding, together with a statement of its financial standing for the fiscal
year, as shown by the books and accounts of the Treasurer.

     3.  Special meetings of the shareholders shall be called by the Secretary
or such person as the Trustees may designate at any time, upon the request of
the President, the Treasurer, a

                                        9


majority of the Trustees, or the holders of ten per cent in interest of the
shares issued and outstanding hereunder.

     4.  At all meetings of the shareholders, each holder of shares shall be
entitled to one vote for each share held by him (except shares held for the
account of the trust).

     5.  Any shareholder may vote by proxy. Two-thirds in interest of the shares
issued and outstanding hereunder and entitled to vote shall constitute a quorum
at any shareholders' meeting, except that a lesser number may adjourn.

     6.  Unless otherwise provided by the Trustees the Secretary of the Trustees
shall be Secretary of the shareholders.

     7.  the certificate of the Secretary of the Trustees, or of any person
appointed Secretary pro tempore by vote of a majority in interest of the holders
of shares issued hereunder and entitled to vote, shall be conclusive evidence of
any vote or action of the shareholders stated in such certificate.

                                  ARTICLE XIII.
                        NOTICE OF SHAREHOLDERS' MEETINGS.

     Notice of any meeting of the shareholder shall be given by the Treasurer or
Secretary by mail to each shareholder at his registered address at least five
days before said meeting, and such notice shall contain a statement of the
business to be transacted at such meeting.

                                  ARTICLE XIV.
                  CHANGE OR VACANCY IN OFFICE OF ALL TRUSTEES.

     1.  The trust estate, upon the acceptance of the trust by any new Trustee
or Trustees, shall vest in them or him and the continuing Trustees without any
further act or conveyance. Any outgoing Trustee shall, however, execute any
conveyance or instrument necessary or advisable to divest himself of any
interest in the trust estate, and the trustees shall execute any deeds or
instruments necessary or advisable to fully vest the trust estate in any new
Trustee or Trustees or in the continuing Trustees.

     2.  The Trustees in office at any time hereunder shall have all the powers
and be subject to all the restrictions herein stated.

     3.  In case for any cause there is a vacancy in the office of all the
Trustees, a majority in interest of the shares issued hereunder and entitled to
vote may by an instrument in writing signed by them in person or by proxy fill
all such vacancies. Such instrument when filed with the Old Colony Trust Company
of Boston shall be conclusive evidence of the due appointment of such Trustees.

                                       10


                                   ARTICLE XV.
           PROVISION FOR EXEMPTION OF TRUSTEES FOR ERRORS OF JUDGMENT

     The Trustees shall not b liable for errors of judgment either in holding
property originally conveyed to them or in acquiring and afterwards holding
additional property, or for any loss resulting from any investment, or from any
act or omission to act performed or omitted by them in the execution of this
trust in good faith. They shall not be liable for the acts or omissions of any
office, agent or servant appointed by or acting for them, nor be obliged to give
any bond to secure the due discharge of their trust, nor shall any Trustee be
liable for any act of default of any other Trustee.

                                  ARTICLE XVI.
                               DURATION OF TRUST.

     This Trust shall continue in existence until terminated by the Shareholders
in the manner provided in Article XVIII of the Declaration of Trust. At the
termination of the trust, the Trustees shall wind up the affairs and business of
the trust, and after paying and satisfying all obligations and liabilities
thereof, shall divide the property then in their hands or its net proceeds
ratably among the shareholders.

                                  ARTICLE XVII.
                             FILING OF DECLARATION.

     A copy of this Declaration of Trust certified by the Treasurer or Secretary
shall be filed with the Old Colony Trust Company, in Boston, Massachusetts.

                                 ARTICLE XVIII.
                              AMENDMENTS OF TRUST.

     This Declaration of Trust shall be altered or amended or this trust
terminated by the Trustees upon the vote of two-thirds in interest of the shares
entitled to vote hereunder and voted by the holders thereof in person or by
proxy at any meeting of the shareholders duly notified pursuant to Article XIII.
by a call for such meeting in which it is specifically stated that such
termination or such alteration or amendment is to be acted upon. In case of a
vote in favor of such termination or of such alteration or amendment, as the
case may be, the Secretary of such meeting shall certify such vote and any
alterations or amendments so adopted in writing to the said Trustees, and the
Trustees shall, if the vote is in favor of termination, proceed to wind up this
trust, and in case such vote is in favor of alterations and amendments, shall
embody the same in a Supplementary Declaration of Trust which they shall sign
and deliver to said Old Colony Trust Company, and which, being so entrusted and
delivered, shall be conclusive evidence of the due adoption by the shareholders
of the alterations and amendments therein contained and thereafter shall have
the same operation and effect as if originally embodied in this instrument.

                                       11


                                  ARTICLE XIX.
                            MERGER OR CONSOLIDATION.

     Notwithstanding any contrary provisions of this Declaration, the Trustees
may merge or consolidate the trust with or into one or more corporations, if and
to the extent permitted by, and with the same legal consequences as provided in,
the laws of the jurisdictions of such other corporations governing mergers and
consolidations. Upon the effectiveness of any such merger or consolidation, the
assets and liabilities of each party to the transaction other than the surviving
party in the merger or the resulting entity in the consolidation shall be
transferred to, vested in and devolved upon such surviving party in the merger
or resulting entity in the consolidation without further act or deed pursuant to
the laws governing mergers and consolidations of the jurisdictions of such other
corporations. Any such merger or consolidation shall be undertaken pursuant to
Articles of Merger or Consolidation, as the case may be, between the trust and
such other corporation or corporations which shall have been approved by at
least two-thirds of the Trustees and shall have been consented to at a meeting
of shareholders called for that purpose by the holders of at least two-thirds of
the shares outstanding and entitled to vote at such meeting.

     The Articles of Merger or Consolidation shall set forth the terms and
conditions of the merger or consolidation and other information which may be
necessary or desirable in the judgment of the Trustees. Such Articles of Merger
or Consolidation may provide that shareholders shall receive cash or other
property in exchange for their shares of beneficial interest in such amount, per
share, as shall be set forth in such Articles of Merger or Consolidation.

     IN WITNESS WHEREOF, the said Trustees above named have hereunto set their
hands and common seal.

                                       12

EX-3.20

                                                                    EXHIBIT 3.20

                                     BY-LAWS

                                       OF

                            WILLIAM UNDERWOOD COMPANY

                (A VOLUNTARY ASSOCIATION OR TRUST OPERATING UNDER
                   DECLARATION OF TRUST DATED JANUARY 1, 1915
                     REFERRED TO HERE AS THE "ASSOCIATION")

                                   ARTICLE I.

                                    OFFICERS.

                    1. The officers of the Association shall be a Chairman of
               the Trustees, a President, a Treasurer, a Secretary, and such
               other officers, including one or more Vice Presidents, one or
               more Assistant Treasurers, and one or more Assistant Secretaries
               as the Trustees may from time to time authorize and appoint. All
               of said officers shall have such powers and duties as are
               hereinafter set forth or as may be prescribed by the Declaration
               of Trust or by Law.

Chairman            2. The Chairman, if one is chosen, shall when present
               preside at all meetings of the Trustees and at all meetings of
               the Shareholders. He shall have such other powers and perform
               such other duties as may be prescribed by the Trustees.

President           3. The President shall preside at meetings of the Trustees
               and of the Shareholders when the Chairman is not present or if
               one has not been chosen. He shall be the chief executive officer
               of the Association and subject always to the general supervision
               and control of the Trustees and except as they may otherwise
               order shall have the general supervision of its other officers
               and personnel and of its property and the active management of
               its business affairs other than financial, with authority to do
               all acts necessary or proper in the conduct of such business,
               including the power and authority to direct its operations, to
               employ and discharge such agents and employees other than
               officers of the Association as in his judgment the interests of
               the Association may require, and to fix their compensation, to
               purchase upon such terms as he shall deem desirable machinery,
               supplies, materials, or other property necessary or desirable for
               the prosecution of the business of the Association, to sell or
               otherwise dispose of in the usual course of business the
               merchandise or products of the Association upon such terms and in
               such manner as he may deem desirable and to execute in the name
               and on behalf of the Association bonds, contracts, agreements and
               other documents relating to the Association or its business. He
               shall have custody of the bond of



               the Treasurer if one is required. He shall have such other powers
               and perform other duties as may be prescribed from time to time
               by the Trustees or elsewhere in these By-Laws, or by the
               Declaration of Trust, or as may be required by law.

Vice
Presidents          4. The Trustees may in their discretion elect one or more
               Vice Presidents who shall perform such duties as the President
               may from time to time assign to them or as may be delegated to
               them by the Trustees. The Trustees at their election may
               designate a Vice President as Executive Vice President and in
               that event such Vice President shall have such additional duties
               as may be assigned to him from time to time by the Trustees.

Treasurer           5. The Treasurer shall have general charge of the financial
               affairs of the Association and custody, except as may be
               otherwise provided herein, of all moneys, securities, valuable
               papers, books and accounts of the Association, of the
               Association's seal, and of the bonds of any other officers or
               agents from whom a bond is required. He shall have authority in
               the name and on behalf of the Association and in the usual course
               of business, subject always to the general supervision and
               control of the Trustees and of the President, and except as they
               or he may otherwise order, to receive and hold all moneys and
               make disbursements thereof, to borrow money for the current needs
               of the Association and in the name of the Association to sign
               checks, notes, drafts, contracts, assignments and transfers of
               stock certificates or other securities, and other documents and
               instruments relating to its business, provided, however, that all
               notes or obligations given for money borrowed which are signed by
               the Treasurer shall bear the written approval of at least one
               Trustee in addition to the signature of the Treasurer. He shall
               keep full and accurate accounts of the financial transactions of
               the Association and shall make such statements or reports thereof
               to the Trustees as they may from time to time require. Subject to
               the approval of the President he shall have authority to employ
               and discharge such agents and employees in connection with the
               financial affairs of the Association as in his judgment the
               interests of the Association may require, and to fix their
               compensation. He shall, upon request of the Trustees or the
               Chairman, attend meetings of the Trustees. He shall have such
               other powers and shall perform such other duties as may be
               prescribed by the Trustees or elsewhere in these By-Laws, or by
               the Declaration of Trust, or as may be required by law.

Assistant
Treasurers          6. The Trustees may in their discretion elect one or more
               Assistant Treasurers who shall perform such duties as the
               Treasurer may from time to time assign to them or as may be
               delegated to them by the Trustees.

Secretary           7. The Secretary shall be sworn to the faithful performance
               of his duties. He shall attend all meetings of the Shareholders
               and except as the Trustees may otherwise order, all meetings of
               the Trustees, and shall keep

                                        2


               accurate records thereof, and shall generally perform duties in
               the nature of those performed by the Clerk of a Massachusetts
               corporation. He shall have such other powers and perform such
               other duties as may be prescribed by the Declaration of Trust, by
               the Trustees, or elsewhere in these By-Laws, or by law.

Assistant
Secretary           8. The Assistant Secretaries, if one or more are chosen,
               shall be sworn to the faithful performance of their duties. Such
               Assistant Secretaries shall have such powers and duties as may be
               delegated to them, or either of them, by the Secretary or by the
               President. In the absence of the Secretary or in the event of his
               death, resignation, or incapacity, except as the Trustees shall
               otherwise order, such Assistant Secretaries, or either of them,
               shall have the powers and perform the duties of the Secretary.

                                   ARTICLE II.

           SELECTION, TENURE AND ADDITIONAL QUALIFICATIONS OF OFFICERS
                             AND HONORARY TRUSTEES.

                    1. The Officers of the Association shall be elected annually
               at the Annual Meeting of the Trustees, and by ballot.

                    2. The Chairman and the President shall be elected from
               among the Trustees. Other officers need not be Trustees. No
               officer need be a Shareholder.

                    3. All officers shall hold their respective offices for one
               year and until the selection and qualification of their
               respective successors, except that any officer may be removed at
               any time by vote of, or resolution signed by, a majority of the
               Trustees, and except that an officer chosen to fill a vacancy
               shall hold office only until the next Annual Meeting of the
               Trustees and the qualification of his successor.

                    4. Any officer may be required to give bond for the faithful
               performance of his duties, in such amount and with such sureties
               as the Trustees shall determine, the premium of which bond shall
               be paid by the Association. In lieu of individual bonds, the
               Trustees may provide for a blanket fidelity bond covering all or
               certain officers and employees.

                    5. As provided in the Declaration of Trust as amended, the
               Trustee may elect one or more Honorary Trustees. An Honorary
               Trustee shall serve for the same term as Permanent Trustees. An
               Honorary Trustee shall receive the same compensation as the
               Permanent Trustees provided that an Honorary Trustee shall not be
               entitled to receive shares of beneficial interest in the trust as
               part of such compensation in any year following the year of his
               retirement.

                                        3


                                  ARTICLE III.

                  VACANCIES AND SUBSTITUTE OFFICERS AND AGENTS.

                    1. The Trustees may at any time fill a vacancy which may
               occur for any reason in any office.

                    2. In the event that any officer or agent of the Association
               is absent or temporarily unable to perform his duties, then,
               except as otherwise provided in these By-Laws, the Trustees may
               designate any person to exercise the powers and perform the
               duties of such officer during the period of such absence or
               disability. A statement that such absence or disability exists
               contained in any vote of the Trustee conferring such authority
               shall be binding and conclusive in favor of all persons not
               acting in bad faith.

                                   ARTICLE IV.

                       AUTHORITY TO SIGN CHECKS AND NOTES.

                    Authority elsewhere conferred in these By-Laws relative to
               the signing of checks or oders for the withdrawal of funds of the
               Association by certain officers shall not preclude the Trustees
               from providing from time to time that such checks or orders may
               be signed on behalf of the Association by other persons; and any
               check or order for withdrawal of funds which is signed as
               authorized by vote of the Trustees may be honored and paid in the
               usual course of business.

                    Authority elsewhere conferred in these By-Laws relative to
               the signing of notes or other obligations of the Association by
               certain officers shall not preclude the Trustees from providing
               from time to time that such notes or other obligations for money
               borrowed may be signed on behalf of the Association by other
               officers, provided, however, that they bear the written approval
               of a Trustee other than the signer.

                                   ARTICLE V.

                              MEETING OF TRUSTEES.

                    1. Regular meetings of the Trustees shall be held at such
               times and at such places as the Trustees may by vote from time to
               time determine.

                    2. The regular meeting of the Trustees which is held on the
               day of or next following the day of the Annual Meeting of the
               Shareholders, or of any meeting held in lieu thereof, shall be
               considered the Annual Meeting of the Trustees; and at such
               meeting the annual elections of officers shall be held,

                                        4


               appointment of committees shall be made, and other general annual
               business shall be transacted.

                    3. The Chairman, the President or the Treasurer or any two
               Trustees shall have authority to convene any special meeting of
               the Trustees, and such meetings may be held at such time and
               place as shall be designated in the notice or waiver of notice of
               the meeting.

                    4. The procedure at meetings of the Trustees shall be such
               as shall from time to time be determined by them.

                    5. A majority of the Trustees shall constitute a quorum at
               any meeting, but a majority of those present, even though less
               than a quorum is present, may vote to adjourn.

                    6. The consent in writing of any Trustee to any vote or
               action shall have the same effect as if he were personally
               present at a legal meeting at which such action was authorized or
               such vote passed.

                    7. In addition, the Trustees or any committee thereof may
               act on all matters without meeting by resolution signed by all
               Trustees or committee members entitled to vote at a meeting and
               such resolution when so signed shall have the same force and
               effect as a vote duly passed at a meeting of the Trustees or the
               applicable committee.

                                   ARTICLE VI.

                               NOTICE OF MEETINGS.

                    1. Any Shareholder or Trustee present at any meeting shall
               be presumed to have received due notice thereof.

                    2. Any Shareholder or Trustee may waive notice of any
               meeting either before or after the meeting by a writing filed
               with the records of the meeting.

                    3. Any regular or special meeting of the Trustees shall be a
               legal meeting without notice if all the Trustees are present or
               if all the Trustees who are not present waive notice.

                    4. Any regular meeting, including the Annual Meeting, or the
               Trustees shall be presumed to have been duly called, and not
               further notice thereof shall be required, if such meeting is held
               on the day and at such hour and place as shall have been fixed by
               a vote taken at a previous meeting of the Trustees.

                                        5


                    5. Notices of meetings of the Trustees need not state the
               purposes of the meeting.

                    6. Any notice required by the Declaration of Trust or by
               these By-Laws may be given by mailing the same, postage prepaid,
               addressed to the person entitled thereto at his usual or last
               known place of business or residence as shown on the books of the
               Association, and such notice shall be deemed given at the time of
               such mailing.

                    7. When notice of a meeting of the Trustees is required,
               such notice may be given orally, in writing, or by telephone or
               telegram, and a notice of a meeting mailed, postage prepaid,
               addressed to a Trustee at his usual or last known place of
               business or residence at least three days before the date of the
               meeting shall be sufficient notice to such Trustee in any event.

                    8. If by reason of war or otherwise communication with a
               Shareholder or Trustee would be unlawful, notice to such
               Shareholder or Trustee of any meeting held during the period when
               such communication is unlawful shall not be requisite to the
               validity of such meeting.

                    9. It shall be the duty of the Secretary to give such
               notices of meetings as are required by these By-Laws, but in case
               of his absence, death, resignation, incapacity, or refusal to
               act, notice may be given by either the Assistant Secretary or the
               person or persons ordering the meeting.

                                  ARTICLE VII.

                                   COMMITTEES.

                    1. The Trustees shall at their Annual Meeting appoint from
               among their own number an Executive Committee, consisting of such
               number of Trustees as they shall determine, and such other
               committees as they shall determine.

Executive
Committee           2. Between meetings of the Trustees the Executive Committee
               shall have the same power to direct or limit action by any of the
               officers as the entire Board of Trustees would have, except in so
               far as the Trustee may by vote expressly prescribe otherwise.
               Without limiting the foregoing general powers, the Executive
               Committee may at any time, except as these By-Laws otherwise
               provide, designate a person to succeed temporarily to the powers
               and perform the duties of any officer or agent who is absent or
               disabled or where a vacancy exists for any reason; may determine
               whether the Trustees desire to consider the purchase of shares
               offered for transfer; and may waive or authorize waivers of
               restrictions on the transfer of shares.

                                        6


                    The Executive Committee may choose their own presiding and
               recording officers and the manner of their proceedings and may
               act in meeting or otherwise, but shall cause a written record to
               be kept of their proceedings and decisions, which shall be
               available to all the Trustees at any time. Any member of the
               Committee present at any meeting shall be presumed to have
               received due notice thereof, and any member may waive notice; but
               whenever notice is required a notice given in the manner
               prescribed for meetings of Trustees shall be sufficient.

Other
Committees          3. Other committees shall consist of such number of Trustees
               and other members and have such powers as the Trustees may
               determine.

                                  ARTICLE VIII.

                          SHARES AND TRANSFERS THEREOF.

                    1. The beneficial interest in the trust property shall be
               divided into 1,000,000 shares. Such shares shall be evidenced by
               certificates substantially in the form prescribed by Article X of
               the Declaration of Trust.

                    2. Records of all certificates of shares outstanding shall
               be maintained by the Trustees, and for this purpose the Trustees
               may employ the services of a transfer agent or agents and
               delegate to it or them the customary powers exercised by transfer
               agents of corporations. The address of a Shareholder as appearing
               by said records may be presumed to be his registered address or
               last known address for purposes of all notices, dividends, and
               otherwise.

                    3. Certificates of shares shall be signed by the President
               and Secretary, and shall be countersigned by the Transfer Agent
               if one has been appointed at the time of issue.

                    4. The transfer of shares is subject to restrictions as set
               forth in Article VII of the Declaration of Trust. An offer to
               transfer shares to the Trustees shall be deemed received by the
               Trustees when received by the Treasurer's office. Upon receipt of
               such an offer, the Treasurer shall forthwith consult with the
               Trustees or the Executive Committee, who shall determine whether
               the Trustees desire to consider the purchase of such shares, and,
               if the decision is in the affirmative, he shall cause the
               Shareholder to be notified thereof within ten days from receipt
               of the offer, in which case proceedings shall be had as provided
               in said Article VII of the Declaration of Trust.

                    5. The Association may for all purposes presume that the
               registered holder of record of a certificate of shares is the
               absolute owner of the shares

                                        7


               represented thereby; and the Association shall not be obliged to
               see the execution of any trust, actual or constructive, to which
               any of the shares is subject.

                                   ARTICLE IX.

                       APPOINTMENT OF INDEPENDENT AUDITOR.

                    The Trustees shall at a regular meeting early in each fiscal
               year appoint an independent certified public accountant for that
               fiscal year who will examine and make an audit of the books and
               accounts of the Association, who will report to the Trustees from
               time to time as they may request or as the accountant may deem
               advisable, and who will render an opinion concerning financial
               statements of the Association, at such remuneration as may be
               determined and agreed by the accountant and the Trustees.

                                   ARTICLE X.

                                   AMENDMENTS.

                    These By-Laws may be amended, or repealed in whole or in
               part, and new or additional By-Laws may be adopted, from time to
               time, at any regular or special meeting of the Trustees, by vote
               of a majority of the Trustees, provided that notice of such
               meeting shall have been duly given and that such notice shall
               have specified that the matter of such repeal or amendment of, or
               adoption of an addition to, the By-Laws is to be acted upon, and
               provided that the By-Laws of the Company as existing after such
               repeal, amendment, and/or addition shall not be inconsistent with
               any provision of the Declaration of Trust.

                                        8

EX-4.2

                                                                     EXHIBIT 4.2

     FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
May 31, 2000 among B&G Foods, Inc., a Delaware corporation (the "Company"), BGH
Holdings, Inc., a Delaware corporation, RWBV Acquisition Corp., a Delaware
corporation, Bloch & Guggenheimer, Inc., a Delaware corporation, Roseland
Distribution Company, a Delaware corporation, and Burns & Ricker, Inc., a
Delaware corporation, (collectively, the "Guarantors"), Trappey's Fine Foods,
Inc., a Delaware corporation, Maple Grove Farms of Vermont, Inc., a Vermont
corporation, William Underwood Company, a Massachusetts business trust, and
Heritage Acquisition Corp., a Delaware corporation (collectively, the "New
Guarantors"), and The Bank of New York, as trustee under the indenture referred
to below (the "Trustee"). Capitalized terms used herein and not defined herein
shall have the meaning ascribed to them in the Indenture (as defined below).

                               W I T N E S S E T H

     WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of August 11,
1997, providing for the issuance of an aggregate principal amount of
$120,000,000 of 9-5/8% Senior Subordinated Notes due 2007 (the "Notes");

     WHEREAS, Article 11 of the Indenture provides that under certain
circumstances the Company may or must cause certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein; and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each of the New Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO SUBSIDIARY GUARANTEE. Each New Guarantor hereby agrees,
jointly and severally with all other Guarantors, to guarantee the Company's
Obligations under the Notes and the Indenture on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Subsidiary



Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

     5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by each New Guarantor.

                                       -2-


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

Dated: May 31, 2000


                                   B&G FOODS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance,
                                               Chief Financial Officer and
                                               Assistant Secretary


                                   TRAPPEY'S FINE FOODS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   MAPLE GROVE FARMS OF VERMONT, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   HERITAGE ACQUISITION CORP.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance; Treasurer
                                               and Assistant Secretary

                                       -3-


                                   WILLIAM UNDERWOOD COMPANY


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President


                                   BGH HOLDINGS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   RWBV ACQUISITION CORP.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance and
                                               Treasurer


                                   BLOCH & GUGGENHEIMER, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   ROSELAND DISTRIBUTION COMPANY


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance,
                                               Chief Financial Officer and
                                               Assistant Secretary

                                       -4-


                                   BURNS & RICKER, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President and
                                               Secretary


THE BANK OF NEW YORK
 as Trustee


By: /s/ Marie E. Trimboli
    -------------------------------
Name:   Marie E. Trimboli
Title: Assistant Treasurer

                                       -5-

EX-4.3

                                                                     EXHIBIT 4.3

     SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
February 28, 2002 among B&G Foods, Inc., a Delaware corporation (the "Company"),
BGH Holdings, Inc., a Delaware corporation, RWBV Acquisition Corp., a Delaware
corporation, Bloch & Guggenheimer, Inc., a Delaware corporation, Polaner, Inc.
(f/k/a Roseland Distribution Company), a Delaware corporation, Trappey's Fine
Foods, Inc., a Delaware corporation, Maple Grove Farms of Vermont, Inc., a
Vermont corporation, William Underwood Company, a Massachusetts voluntary
association (business trust), and Heritage Acquisition Corp., a Delaware
corporation (collectively, the "Guarantors"), Les Produits Alimentaires Jacques
et Fils, a Quebec company (the "New Guarantor"), and The Bank of New York, as
trustee under the indenture referred to below (the "Trustee"). Capitalized terms
used herein and not defined herein shall have the meaning ascribed to them in
the Indenture (as defined below).

                               W I T N E S S E T H

     WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture, dated as of August 11, 1997, as amended,
supplemented or otherwise modified from time to time (the "Indenture"),
providing for the issuance of an aggregate principal amount of $120,000,000 of
9-5/8% Senior Subordinated Notes due 2007 (the "Notes");

     WHEREAS, Article 11 of the Indenture provides that under certain
circumstances the Company may or must cause certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein; and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the New Guarantor and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO SUBSIDIARY GUARANTEE. The New Guarantor hereby agrees,
jointly and severally with all other Guarantors, to guarantee the Company's
Obligations under the Notes and the Indenture on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Subsidiary



Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

     5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Guarantor.

                                       -2-


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

Dated: February 28, 2002


                                   B&G FOODS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance,
                                               Chief Financial Officer and
                                               Assistant Secretary


                                   LES PRODUITS ALIMENTAIRES
                                   JACQUES ET FILS


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance
                                               and Secretary


                                   TRAPPEY'S FINE FOODS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   MAPLE GROVE FARMS OF VERMONT, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary

                                       -3-


                                   HERITAGE ACQUISITION CORP.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance, Treasurer
                                               and Assistant Secretary


                                   WILLIAM UNDERWOOD COMPANY


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance, Treasurer
                                               and Secretary


                                   BGH HOLDINGS, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Secretary


                                   RWBV ACQUISITION CORP.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Vice President Finance and
                                               Assistant Secretary


                                   BLOCH & GUGGENHEIMER, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance
                                               and Assistant Secretary

                                       -4-


                                   POLANER, INC.


                                   By: /s/ Robert C. Cantwell
                                       -----------------------------------------
                                       Name:  Robert C. Cantwell
                                       Title: Executive Vice President Finance,
                                               Chief Financial Officer and
                                               Assistant Secretary


THE BANK OF NEW YORK
 as Trustee


By:    /s/ Marie E. Trimboli
    --------------------------------
     Name:  Marie E. Trimboli
     Title: Assistant Vice President

                                       -5-

EX-5.1

                                                                     Exhibit 5.1


                             [Letterhead of Dechert]



May 9, 2002


B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054


         Re:      Form S-4 Registration Statement
                  REGISTRATION NO. 333-86062
                  --------------------------------

Gentlemen and Ladies:

We have acted as counsel to B&G Foods, Inc., a Delaware corporation (the
"Company"), BGH Holdings, Inc., a Delaware corporation, RWBV Acquisition Corp.,
a Delaware corporation, Bloch & Guggenheimer, Inc., a Delaware corporation,
Polaner, Inc., a Delaware corporation, Trappey's Fine Foods, Inc., a Delaware
corporation, Maple Grove Farms of Vermont, Inc., a Vermont corporation, Les
Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, Heritage
Acquisition Corp., a Delaware corporation and William Underwood Company, a
Massachusetts Voluntary Association (each a "Guarantor" and collectively the
"Guarantors") in connection with the preparation and filing by the Company and
the Guarantors of a Registration Statement on Form S-4 (Registration No.
333-86062) (the "Registration Statement"), with the Securities and Exchange
Commission for the purpose of registering an aggregate principal amount of
$220,000,000 of the Company's 9 5/8% Senior Subordinated Notes Due 2007, Series
D, (the "Exchange Notes") and the Guarantors' guarantees thereof (the "Exchange
Guarantees") under the Securities Act of 1933, as amended (the "Securities
Act"). The Exchange Notes are to be issued in exchange for an equal aggregate
principal amount of the Company's outstanding registered 9 5/8% Senior
Subordinated Notes Due 2007, Series B, and its outstanding unregistered 9 5/8%
Senior Subordinated Notes Due 2007, Series C, (collectively, the "Existing
Notes") pursuant to the Registration Rights Agreement, dated as of March 7,
2002, among the Company, the Guarantors, Lehman Brothers Inc. and Fleet
Securities, Inc., which Registration Rights Agreement has been filed as Exhibit
10.13 to the Registration Statement. The Exchange Notes and the Exchange
Guarantees are to be issued pursuant to the terms of the Indenture, dated as of
March 7, 2002 (the "Indenture") among the Company, the Guarantors and The Bank
of New York, as trustee (the "Trustee"), which Indenture is filed as Exhibit 4.4
to the Registration Statement. The Indenture is to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA").

In connection with the foregoing, we have reviewed such records, documents,
agreements and certificates, and examined such questions of law, as we have
considered necessary or appropriate for the purpose of this opinion letter. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates (other than persons executing documents, agreements and
certificates on behalf of the Company and the Guarantors), and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates. In rendering



B&G Foods, Inc.
May 9, 2002
Page 2

our opinions, we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company and
the Guarantors.

We have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding agreement of
the Trustee. In addition, we have assumed that there will be no changes in
applicable law between the date of this opinion and the date of issuance and
delivery of the Exchange Notes and the Exchange Guarantees.

Based upon and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:

1.    The Exchange Notes have been duly authorized by the Company. When (a) the
      Registration Statement has been declared effective, (b) the Indenture has
      been duly qualified under the TIA, (c) the Exchange Notes have been duly
      executed by the Company and (d) the Exchange Notes have been duly
      authenticated by the Trustee in accordance with the terms of the Indenture
      and issued and delivered in exchange for the Existing Notes in accordance
      with the terms set forth in the prospectus included in the Registration
      Statement, then, upon the occurrence of all of the foregoing, the Exchange
      Notes will constitute valid and binding obligations of the Company, as
      issuer, enforceable against the Company in accordance with their terms,
      subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      moratorium, reorganization and other similar laws affecting creditors'
      rights generally or debtors' obligations generally, general principles of
      equity (whether considered in a proceeding in equity or at law) and an
      implied covenant of good faith and fair dealing.

2.    The Exchange Guarantees have been duly authorized by each respective
      Guarantor. When (a) the Registration Statement has been declared
      effective, (b) the Indenture has been duly qualified under the TIA, (c)
      the Exchange Notes have been duly executed by the Company, (d) the
      Exchange Notes have been duly authenticated by the Trustee in accordance
      with the terms of the Indenture and issued and delivered in exchange for
      the Existing Notes in accordance with the terms set forth in the
      prospectus which is included in the Registration Statement and (e) the
      Exchange Guarantees have been duly executed by the Guarantors, then, upon
      the occurrence of all of the foregoing, the Exchange Guarantees will
      constitute valid and binding obligations of the Guarantors enforceable
      against the Guarantors in accordance with their terms, subject to
      applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
      reorganization and other similar laws affecting creditors' rights
      generally or debtors' obligations generally, general principles of equity
      (whether considered in a proceeding in equity or at law) and an implied
      covenant of good faith and fair dealing.



B&G Foods, Inc.
May 9, 2002
Page 3

The opinions expressed herein are limited to the General Corporation Law of the
State of Delaware, Chapter 182 of the General Laws of Massachusetts, the federal
laws of the United States of America and the laws of the State of New York, and
we express no opinion as to the laws of any other jurisdiction. For the purposes
of our opinion with respect to the due authorization of any of the Exchange
Guarantees by any Guarantor not incorporated or organized in Delaware or
Massachusetts, we have assumed that the corporate law of the jurisdiction of
incorporation or organization of such entities is identical to that of Delaware.

The opinions expressed herein are rendered to the Company and the Guarantors in
connection with the filing of the Registration Statement and for no other
purpose. The opinions expressed herein may not be used or relied on by any other
person, and neither this letter nor any copies thereof may be furnished to a
third party, filed with a government agency, quoted, cited or otherwise referred
to without our prior written consent, except as noted below.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we come within the category of persons whose consent is
required under the Securities Act or the rules and regulations promulgated
thereunder.


Very truly yours,

/s/ Dechert

EX-10.10

                                                                   EXHIBIT 10.10

                 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SECOND AMENDMENT, dated as of March 5, 2002 (this "AMENDMENT"), to the
Revolving Credit Agreement, dated as of March 15, 1999, as amended by the
Amendment dated as of May 12, 2000 (such Revolving Credit Agreement, as amended,
supplemented or otherwise modified from time to time, the "REVOLVING CREDIT
AGREEMENT"), among B&G FOODS HOLDINGS CORP., a Delaware corporation
("HOLDINGS"), B&G FOODS, INC., a Delaware corporation (the "BORROWER"), the
several banks and other financial institutions or entities from time to time
parties to the Revolving Credit Agreement (the "LENDERS"), LEHMAN BROTHERS INC.,
as advisor, lead arranger and book manager (in such capacity, the "ARRANGER"),
THE BANK OF NEW YORK, as documentation agent (in such capacity, the
"DOCUMENTATION AGENT"), HELLER FINANCIAL, INC., as co-documentation agent (in
such capacity, the "CO-DOCUMENTATION AGENT"), LEHMAN COMMERCIAL PAPER INC., as
syndication agent (in such capacity, the "SYNDICATION AGENT"), and LEHMAN
COMMERCIAL PAPER INC., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

          WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Revolving Credit Agreement, upon the terms and subject to the conditions set
forth below;

          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, Holdings, the Borrower, the Lenders and the Administrative
Agent hereby agree as follows:

          1. DEFINITIONS. All terms defined in the Revolving Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.

          2. AMENDMENT OF SECTION 1.1 (DEFINED TERMS). Section 1.1 of the
Revolving Credit Agreement is hereby amended by deleting the definition of
"Senior Subordinated Notes" in its entirety and inserting, in proper
alphabetical order, the following defined terms and related definitions:

          "'SENIOR SUBORDINATED NOTES': the collective reference to Senior
     Subordinated Notes I and Senior Subordinated Notes II.

          'SENIOR SUBORDINATED NOTES I': the subordinated notes of the Borrower
     issued in 1997 pursuant to the Senior Subordinated Note Indenture in the
     original aggregate principal amount of $120,000,000.



                                                                               2

          'SENIOR SUBORDINATED NOTES II': the subordinated notes of the Borrower
     issued in 2002 pursuant to the Senior Subordinated Note Indenture in the
     aggregate principal amount of $100,000,000."

          3. AMENDMENT OF SECTION 6.2 (LIMITATIONS ON INDEBTEDNESS). Section
6.2(g)(i) of the Revolving Credit Agreement is amended by replacing
"$120,000,000" with "$220,000,000"

          4. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof, and
after giving effect to this Amendment, (i) each of Holdings and the Borrower
certifies that no Default or Event of Default has occurred or is continuing, and
(ii) each of Holdings and the Borrower confirms, reaffirms and restates that the
representations and warranties set forth in Section 3 of the Revolving Credit
Agreement and in the other Loan Documents are true and correct in all material
respects, PROVIDED that the references to the Revolving Credit Agreement therein
shall be deemed to be references to this Amendment and to the Revolving Credit
Agreement as amended by this Amendment.

          5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
on and as of the date that:

          (a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by a duly authorized officer of each of
Holdings and the Borrower;

          (b) the Administrative Agent shall have received executed Lender
Consent Letters, substantially in the form of Exhibit A hereto ("LENDER CONSENT
LETTERS"), from Lenders whose consent is required pursuant to Section 9.1 of the
Revolving Credit Agreement;

          (c) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this Amendment,
from each Loan Party other than the Borrower and Holdings;

          (d) the Administrative Agent shall have received an executed
certificate of an officer of each of Holdings and the Borrower in form
satisfactory to the Administrative Agent as to the accuracy of the
representations and warranties set forth in Section 3 of the Revolving Credit
Agreement and in the other Loan Documents, the absence of any Default or Event
of Default after giving effect to this Amendment, and as to such other customary
matters as the Administrative Agent may reasonably request;

          (e) the Administrative Agent shall have received for the account of
each Lender executing and delivering this Amendment by March 5, 2002 a fee of
1/10 of 1% of the aggregate principal amount of such Lenders' total Commitments
under the Revolving Credit Agreement; and

          (f) the Administrative Agent shall be satisfied that amendments to the
Term Loan Agreement consistent with the amendments effected hereby have become
effective.



                                                                               3

          6. LIMITED CONSENT AND AMENDMENT. Except as expressly amended herein,
the Revolving Credit Agreement shall continue to be, and shall remain, in full
force and effect. This Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Revolving Credit Agreement or any other Loan Document or to prejudice any
other right or rights which the Lenders may now have or may have in the future
under or in connection with the Revolving Credit Agreement or any of the
instruments or agreements referred to therein, as the same may be amended from
time to time.

          7. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.

                                       B&G FOODS HOLDINGS CORP.


                                       By: /s/ Robert Cantwell
                                           -------------------------------------
                                         Name:  Robert C. Cantwell
                                         Title: Executive Vice President Finance

                                       B&G FOODS, INC.


                                       By: /s/ Robert Cantwell
                                           ------------------------------------
                                         Name:  Robert C. Cantwell
                                         Title: Executive Vice President Finance

                                       LEHMAN BROTHERS INC.,
                                        as Arranger


                                       By: /s/ G. Andrew Keith
                                           -------------------------------------
                                         Name:
                                         Title:

                                       LEHMAN COMMERCIAL PAPER INC.,
                                        as Syndication Agent, and as
                                        Administrative Agent


                                       By: /s/ G. Andrew Keith
                                           -------------------------------------
                                         Name:
                                         Title:

                                       THE BANK OF NEW YORK, as
                                        Documentation  Agent


                                       By: /s/ Linda Mae Coppa
                                           -------------------------------------
                                         Name:
                                         Title:



                                       HELLER FINANCIAL, INC., as
                                        Co-Documentation Agent


                                       By: /s/ Julie F. Maslanka
                                           -------------------------------------
                                         Name:
                                         Title:



                           ACKNOWLEDGMENT AND CONSENT

     Each of the undersigned parties to the Guarantee and Collateral Agreement,
dated as of March 15, 1999 and as amended, supplemented or otherwise modified
from time to time, made by the undersigned in favor of Lehman Commercial Paper
Inc., as Administrative Agent, for the benefit of the Lenders, hereby (a)
consents to the transactions contemplated by the Second Amendment to the Term
Loan Agreement, (b) consents to the transactions contemplated by the Second
Amendment to the Revolving Credit Agreement and (c) acknowledges and agrees that
the guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and in the other Security Documents are, and shall remain,
in full force and effect after giving effect to such Second Amendments and all
prior modifications to the Term Loan Agreement and the Revolving Credit
Agreement.

                               BGH  HOLDINGS, INC.


                               By: /s/ Robert Cantwell
                                   -------------------------------------
                               Title: Executive Vice President Finance


                               BLOCH & GUGGENHEIMER, INC.


                               By: /s/ Robert Cantwell
                                   -------------------------------------
                               Title: Executive Vice President Finance


                               POLANER, INC.


                               By: /s/ Robert Cantwell
                                   -------------------------------------
                               Title: Executive Vice President Finance


                               RWBV ACQUISITION CORP.


                               By: /s/ Robert Cantwell
                                   -------------------------------------
                               Title: Vice President Finance



TRAPPEY'S FINE FOODS, INC.


By: /s/ Robert Cantwell
   ------------------------------------
Title: Executive Vice President Finance


MAPLE GROVE FARMS OF VERMONT, INC.


By: /s/ Robert Cantwell
   ------------------------------------
Title: Executive Vice President Finance


HERITAGE ACQUISITION CORP.


By: /s/ Robert Cantwell
   ------------------------------------
Title: Vice President Finance


WILLIAM UNDERWOOD COMPANY


By: /s/ Robert Cantwell
   ------------------------------------
Title: Vice President Finance

EX-10.11

                                                                   EXHIBIT 10.11

                     SECOND AMENDMENT TO TERM LOAN AGREEMENT

          SECOND AMENDMENT, dated as of March 5, 2002 (this "AMENDMENT"), to the
Term Loan Agreement, dated as of March 15, 1999, as amended by the Amendment
dated as of May 12, 2000 (such Term Loan Agreement, as amended, supplemented or
otherwise modified from time to time, the "TERM LOAN AGREEMENT"), among B&G
FOODS HOLDINGS CORP., a Delaware corporation ("HOLDINGS"), B&G FOODS, INC., a
Delaware corporation (the "BORROWER"), the several banks and other financial
institutions or entities from time to time parties to the Term Loan Agreement
(the "LENDERS"), LEHMAN BROTHERS INC., as advisor, lead arranger and book
manager (in such capacity, the "ARRANGER"), THE BANK OF NEW YORK, as
documentation agent (in such capacity, the "DOCUMENTATION AGENT"), HELLER
FINANCIAL, INC., as co-documentation agent (in such capacity, the
"CO-DOCUMENTATION AGENT"), LEHMAN COMMERCIAL PAPER INC., as syndication agent
(in such capacity, the "SYNDICATION AGENT"), and LEHMAN COMMERCIAL PAPER INC.,
as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

          WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Term Loan Agreement, upon the terms and subject to the conditions set forth
below;

          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, Holdings, the Borrower, the Lenders and the Administrative
Agent hereby agree as follows:

          1. DEFINITIONS. All terms defined in the Term Loan Agreement shall
have such defined meanings when used herein unless otherwise defined herein.

          2. AMENDMENT OF SECTION 1.1 (DEFINED TERMS). Section 1.1 of the Term
Loan Agreement is hereby amended by deleting the definition of "Senior
Subordinated Notes" in its entirety and inserting, in proper alphabetical order,
the following defined terms and related definitions:

          "'SENIOR SUBORDINATED NOTES': the collective reference to Senior
     Subordinated Notes I and Senior Subordinated Notes II.

          'SENIOR SUBORDINATED NOTES I': the subordinated notes of the Borrower
     issued in 1997 pursuant to the Senior Subordinated Note Indenture in the
     original aggregate principal amount of $120,000,000.



                                                                               2

          'SENIOR SUBORDINATED NOTES II': the subordinated notes of the Borrower
     issued in 2002 pursuant to the Senior Subordinated Note Indenture in the
     aggregate principal amount of $100,000,000."

          3. AMENDMENT OF SECTION 2.7 (MANDATORY PREPAYMENTS AND COMMITMENT
REDUCTIONS). Section 2.7(d) of the Term Loan Agreement is amended by adding at
the end thereof immediately prior to the period at the end of the first sentence
therein, the following:

          "; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
          Notes II shall apply first to the Tranche A Term Loan Facility and
          second to the Tranche B Term Loan Facility."

          4. AMENDMENT OF SECTION 6.2 (LIMITATIONS ON INDEBTEDNESS). Section
6.2(g)(i) of the Term Loan Agreement is amended by replacing "$120,000,000" with
"$220,000,000" and adding immediately after "220,000,000" and before the "and",
the following:

          "; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
          Notes II shall be applied as a mandatory prepayment in accordance with
          Section 2.7(d)"

          5. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof, and
after giving effect to this Amendment, (i) each of Holdings and the Borrower
certifies that no Default or Event of Default has occurred or is continuing, and
(ii) each of Holdings and the Borrower confirms, reaffirms and restates that the
representations and warranties set forth in Section 3 of the Term Loan Agreement
and in the other Loan Documents are true and correct in all material respects,
PROVIDED that the references to the Term Loan Agreement therein shall be deemed
to be references to this Amendment and to the Term Loan Agreement as amended by
this Amendment.

          6. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
on and as of the date that:

          (a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by a duly authorized officer of each of
Holdings and the Borrower;

          (b) the Administrative Agent shall have received executed Lender
Consent Letters, substantially in the form of Exhibit A hereto ("LENDER CONSENT
LETTERS"), from Lenders whose consent is required pursuant to Section 9.1 of the
Term Loan Agreement;

          (c) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this Amendment,
from each Loan Party other than the Borrower and Holdings;

          (d) the Administrative Agent shall have received an executed
certificate of an officer of each of Holdings and the Borrower in form
satisfactory to the Administrative Agent as



                                                                               3

to the accuracy of the representations and warranties set forth in Section 3 of
the Term Loan Agreement and in the other Loan Documents, the absence of any
Default or Event of Default after giving effect to this Amendment, and as to
such other customary matters as the Administrative Agent may reasonably request;

          (e) the Administrative Agent shall have received for the account of
each Lender executing and delivering this Amendment by March 5, 2002 a fee of
1/10 of 1% of the aggregate principal amount Tranche A Term Loans and Tranche B
Term Loans held by such Lender under the Term Loan Agreement; and

          (f) the Administrative Agent shall be satisfied that amendments to the
Revolving Credit Agreement consistent with the amendments effected hereby have
become effective.

          7. LIMITED CONSENT AND AMENDMENT. Except as expressly amended herein,
the Term Loan Agreement shall continue to be, and shall remain, in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Term Loan
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Term Loan Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.

          8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.

                                  B&G FOODS HOLDINGS CORP.


                                  By: /s/ Robert Cantwell
                                     ----------------------------------------
                                   Name:  Robert C. Cantwell
                                   Title: Executive Vice President Finance

                                  B&G FOODS, INC.


                                  By: /s/ Robert Cantwell
                                     ----------------------------------------
                                   Name:  Robert C. Cantwell
                                   Title: Executive Vice President Finance

                                  LEHMAN BROTHERS INC.,
                                   as Arranger


                                  By: /s/ G. Andrew Keith
                                     ----------------------------------------
                                   Name:
                                   Title:

                                  LEHMAN COMMERCIAL PAPER INC.,
                                   as Syndication Agent, and as
                                   Administrative Agent


                                  By: /s/ G. Andrew Keith
                                     ----------------------------------------
                                   Name:
                                   Title:

                                  THE BANK OF NEW YORK, as
                                   Documentation  Agent


                                  By: /s/ Linda Mae Coppa
                                     ----------------------------------------
                                   Name:
                                   Title:



                                  HELLER FINANCIAL, INC., as
                                   Co-Documentation Agent


                                  By: /s/ Julie F. Maslanka
                                     ----------------------------------------
                                   Name:
                                   Title:



                           ACKNOWLEDGMENT AND CONSENT

          Each of the undersigned parties to the Guarantee and Collateral
Agreement, dated as of March 15, 1999 and as amended, supplemented or otherwise
modified from time to time, made by the undersigned in favor of Lehman
Commercial Paper Inc., as Administrative Agent, for the benefit of the Lenders,
hereby (a) consents to the transactions contemplated by the Amendment to the
Term Loan Agreement, (b) consents to the transactions contemplated by the
Amendment to the Revolving Credit Agreement and (c) acknowledges and agrees that
the guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and in the other Security Documents are, and shall remain,
in full force and effect after giving effect to such Second Amendments and all
prior modifications to the Term Loan Agreement and the Revolving Credit
Agreement.

                            BGH  HOLDINGS, INC.


                            By: /s/ Robert Cantwell
                               -----------------------------------------
                            Title: Executive Vice President Finance


                            BLOCH & GUGGENHEIMER, INC.


                            By: /s/ Robert Cantwell
                               -----------------------------------------
                            Title: Executive Vice President Finance


                            POLANER, INC.


                            By: /s/ Robert Cantwell
                               -----------------------------------------
                            Title: Executive Vice President Finance


                            RWBV ACQUISITION CORP.


                            By: /s/ Robert Cantwell
                               -----------------------------------------
                            Title: Vice President Finance



TRAPPEY'S FINE FOODS, INC.


By: /s/ Robert Cantwell
   -----------------------------------------
Title: Executive Vice President Finance


MAPLE GROVE FARMS OF VERMONT, INC.


By: /s/ Robert Cantwell
   -----------------------------------------
Title: Executive Vice President Finance


HERITAGE ACQUISITION CORP.


By: /s/ Robert Cantwell
   -----------------------------------------
Title: Vice President Finance


WILLIAM UNDERWOOD COMPANY


By: /s/ Robert Cantwell
   -----------------------------------------
Title: Vice President Finance

EX-23.1

                                                                  EXHIBIT 23.1






                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors and Stockholder
B&G Foods, Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG LLP

Short Hills, New Jersey
May 9, 2002

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) / /

                                   ----------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

                                   ----------

                                 B&G FOODS, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-3916496
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                                BGH HOLDINGS, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3867424
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)



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

                           BLOCH & GUGGENHEIMER, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-1208070
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                           HERITAGE ACQUISITION CORP.
               (Exact name of obligor as specified in its charter)

Delaware                                                  22-3640377
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                 LES PRODUITS ALIMENTAIRES JACQUES ET FILS, INC.
               (Exact name of obligor as specified in its charter)

Quebec
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                                       -2-


                       MAPLE GROVES FARMS OF VERMONT, INC
               (Exact name of obligor as specified in its charter)

Vermont                                                   03-0259252
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                                 POLANER, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  22-3210182
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                             RWBV ACQUISITION CORP.
               (Exact name of obligor as specified in its charter)

Delaware                                                  22-3518822
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                           TRAPPEY'S FINE FOODS, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  22-2934591
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

                                       -3-


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

                            WILLIAM UNDERWOOD COMPANY
               (Exact name of obligor as specified in its charter)

Massachusetts                                             04-1919830
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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

                    9-5/8% Senior Subordinated Notes due 2007
                       (Title of the indenture securities)
================================================================================

                                       -4-


1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- -------------------------------------------------------------------------------------------------------------
                       Name                                                  Address
- -------------------------------------------------------------------------------------------------------------
                                                           
     Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                              and Albany, N.Y. 12203

     Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045

     Federal Deposit Insurance Corporation                    Washington, D.C.  20429

     New York Clearing House Association                      New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.



                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 3rd day of May, 2002.


                                         THE BANK OF NEW YORK


                                         By:  /S/  STACEY POINDEXTER
                                            -------------------------------
                                            Name:  STACEY POINDEXTER
                                            Title: ASSISTANT TREASURER



                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                           Dollar Amounts
                                                                             In Thousands
                                                                            
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin.............             $3,163,218
   Interest-bearing balances......................................              5,923,554
Securities:
   Held-to-maturity securities....................................              1,210,537
   Available-for-sale securities..................................              9,596,941
Federal funds sold and Securities purchased under
   agreements to resell...........................................              4,723,579
Loans and lease financing receivables:
   Loans and leases held for sale.................................              1,104,560
   Loans and leases, net of unearned
     income.......................................................             36,204,516
   LESS: Allowance for loan and
     lease losses.................................................                608,227
   Loans and leases, net of unearned income and allowance.........             35,596,289
Trading Assets....................................................              8,039,857
Premises and fixed assets (including capitalized
   leases)........................................................                836,786
Other real estate owned...........................................                  1,292
Investments in unconsolidated subsidiaries and
   associated companies...........................................                207,616
Customers' liability to this bank on acceptances outstanding......                292,295
Intangible assets.................................................
   Goodwill.......................................................              1,579,965
   Other intangible assets........................................                 18,971
Other assets......................................................              5,723,285
                                                                               ==========




                                                                           
Total assets......................................................            $78,018,745
                                                                              ===========

LIABILITIES
Deposits:
   In domestic offices............................................            $28,786,182
   Noninterest-bearing............................................             12,264,352
   Interest-bearing...............................................             16,521,830
   In foreign offices, Edge and Agreement subsidiaries, and IBFs..             27,024,257
   Noninterest-bearing............................................                407,933
   Interest-bearing...............................................             26,616,325
Federal funds purchased and securities sold under
   agreements to repurchase.......................................              1,872,762
Trading liabilities...............................................              2,181,529
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)......................................              1,692,630
Bank's liability on acceptances executed and
   outstanding....................................................                336,900
Subordinated notes and debentures.................................              1,940,000
Other liabilities.................................................              7,217,748
                                                                              -----------
Total liabilities                                                             $71,052,008
                                                                              ===========

EQUITY CAPITAL
Common stock......................................................              1,135,284
Surplus...........................................................              1,050,729
Retained earnings.................................................              4,266,676
Accumulated other comprehensive income............................                 13,733
Other equity capital components...................................                      0
- -----------------------------------------------------------------------------------------
Total equity capital..............................................              6,466,422
                                                                              -----------
Total liabilities and equity capital..............................            $78,015,745
                                                                              ===========



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                               Directors
Alan R. Griffith

- --------------------------------------------------------------------------------

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

B&G FOODS, INC.

OFFER FOR ANY AND ALL OUTSTANDING
REGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B

AND

UNREGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES C

IN EXCHANGE FOR

9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES D

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 14, 2002, (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK

By Hand Or Overnight Delivery:	Facsimile Transmissions:	By Registered or Certified Mail:
The Bank of New York Corporate Trust Reorganization Unit 15 Broad Street, 16th Floor New York, NY 10007 (212) 235-2353	(Eligible Institutions Only) (212) 235-2280 Attn: Diane Amoroso	The Bank of New York Corporate Trust Reorganization Unit 15 Broad Street, 16th Floor New York, NY 10007 Attn: Diane Amoroso
Attention: Diane Amoroso	To Confirm by Telephone or for Information Call: (212) 235-2353 Attn: Diane Amoroso

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

        THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED THE PROSPECTUS, DATED: MAY 9, 2002 (THE "PROSPECTUS") OF B&G FOODS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND THIS LETTER OF TRANSMITTAL, WHICH TOGETHER CONSTITUTE THE COMPANY'S OFFER (THE "EXCHANGE OFFER") TO EXCHANGE AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $220 MILLION OF ITS 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES D (THE "EXCHANGE NOTES") WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO A REGISTRATION STATEMENT OF WHICH THE PROSPECTUS IS A PART, FOR A LIKE PRINCIPAL AMOUNT OF ITS ISSUED AND OUTSTANDING REGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B AND ITS ISSUED AND OUTSTANDING UNREGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES C (TOGETHER, THE "EXISTING NOTES") FROM THE HOLDERS THEREOF.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

        This Letter of Transmittal is to be completed by holders of Existing Notes either if Existing Notes are to be forwarded herewith or if tenders of Existing Notes are to be made by book-entry transfer to an account maintained by The Bank of New York (the "Exchange Agent") at The Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Existing Notes" in the Prospectus.

        Holders of Existing Notes whose certificates (the "Certificates") for such Existing Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Existing Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

DESCRIPTION OF EXISTING NOTES	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)	Principal Amount Tendered (If Less Than All)**
*      Need not be completed if Existing Notes are being tendered by book-entry holders.
**    Existing Notes may be tendered in whole or in part in integral multiples of $1,000. See instruction 4. Unless otherwise indicated in the column, a holder will be deemed to have tendered all Existing Notes represented by the principal amount indicated in Column 2. See Instruction 4.

2

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

o CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

o
CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

If Guaranteed Delivery is to be made By Book-Entry Transfer:

Name of Tendering Institution

Account Number

Transaction Code Number

o
CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED EXISTING NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

o
CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE EXISTING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described aggregate principal amount of the Company's Existing Notes (in exchange for a like aggregate principal amount of the Company's Exchange Notes which have been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus dated May 9, 2002 (as the same may be amended or supplemented from time to time, the

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"Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the Exchange Offer).

        Subject to and effective upon the acceptance for exchange of all or any portion of the Existing Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Existing Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Existing Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Existing Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued in exchange for such Existing Notes, (ii) present Certificates for such Existing Notes for transfer, and to transfer the Existing Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and conditions of the Exchange Offer.

        THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE EXISTING NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE EXISTING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE EXISTING NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

        The name(s) and address(es) of the registered holder(s) of the Existing Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Existing Notes. The Certificate number(s) and the Existing Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        If any tendered Existing Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Existing Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Existing Notes will be returned (or, in the case of Existing Notes tendered by book-entry transfer, such Existing Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Existing Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Existing Notes" in the Prospectus and in the instruction attached hereto will, upon the Company's acceptance for exchange of such tendered Existing Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Existing Notes tendered hereby.

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        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Existing Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Existing Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Existing Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver Exchange Notes to the undersigned at the address shown below the undersigned's signature.

        BY TENDERING EXISTING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES.

        BY TENDERING EXISTING NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF EXISTING NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH EXISTING NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH EXISTING NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

        THE COMPANY HAS AGREED THAT THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR EXISTING NOTES, WHERE SUCH EXISTING NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING ONE YEAR FOLLOWING THE EFFECTIVE DATE OR, IF EARLIER, WHEN ALL SUCH NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED EXISTING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH EXISTING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE

5

PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE EXCHANGE NOTES IT SHALL EXTEND THE ONE YEAR PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF EXCHANGE NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE EXCHANGE NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.

        Holders of Existing Notes whose Existing Notes are accepted for exchange will not receive accrued interest on such Existing Notes for any period from and after the last interest payment date on which interest has been paid on such Existing Notes prior to the original issue date of the Exchange Notes and the undersigned waives the right to receive any interest on such Existing Notes accrued from and after such interest payment.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Existing Notes tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

        THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF EXISTING NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE EXISTING NOTES AS SET FORTH IN SUCH BOX.

HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6)

(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 12)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

		, 2002
	Date
		, 2002
(SIGNATURE(S) OF HOLDER(S)	Date

        Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Existing Notes hereby tendered or on the register of holders maintained by the Company, or by any person(s) authorized to become the registered holder(s) by endorsement and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required

6

by the Company or the Trustee for the Existing Notes to comply with the restrictions on transfer applicable to the Existing Notes). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer or a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title below. See Instruction 5.

Name(s)
	(PLEASE PRINT)

Capacity
	(PLEASE PRINT FULL TITLE)

Address
	(INCLUDE ZIP CODE)

Area Code and Telephone Number:

Tax Identification or Social Security No.

GUARANTEE OF SIGNATURES (SEE INSTRUCTIONS 2 AND 5)                

Authorized Signature

Date: , 2002

Name of Firm

Capacity (full title)
	(PLEASE PRINT)

Address
	(INCLUDE ZIP CODE)

Area Code and Telephone Number

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)

        To be completed ONLY if the Exchange Notes or Existing Notes not tendered are to be issued in the name of someone other than the registered holder of than the Existing Notes whose name(s) appear(s) above.

Issue Certificates to:
o    Existing Notes not tendered to:
Name(s)
	(Please Print)
Address
	(Include Zip Code)
Area Code and Telephone Number
(Tax Identification or Social Security No.)
o    Exchange Notes, to:
Name
	(Please Print)
Address
	(Include Zip Code)
Area Code and Telephone Number
(Tax Identification or Social Security Number(s))

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)

        To be completed ONLY if the Exchange Notes or Existing Notes not tendered are to be sent to someone other than the registered holder of than the Existing Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail Certificates to:
o    Existing Notes not tendered to:
Name(s)
	(Please Print)
Address
	(Include Zip Code)
Area Code and Telephone Number
(Tax Identification or Social Security Number(s))
o    Exchange Notes, to:
Name(s)
	(Please Print)
Address
	(Include Zip Code)
Area Code and Telephone Number
(Tax Identification or Social Security Number (s))

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Existing Notes" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Existing Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Existing Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount.

        Holders who wish to tender their Existing Notes and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver their Existing Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Existing Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Existing Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Existing Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

        THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

        The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

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2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:

(i)

this letter of Transmittal is signed by the registered holder of Existing Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or

(ii)

such Existing Notes are tendered for the account of a firm that is an Eligible Institution.

        In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Existing Notes" is inadequate, the Certificate number(s) and/or the principal amount of Existing Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Existing Notes will be accepted only in integral multiples of $1,000 principal amount. If less than all the Existing Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Existing Notes which are to be tendered in the box entitled "Principal Amount of Existing Notes Tendered." In such case, new Certificate(s) for the remainder of the Existing Notes that were evidenced by your old Certificate(s) will only be sent to the holder of the Existing Notes, promptly after the Expiration Date. All Existing Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        Except as otherwise provided herein, tenders of Existing Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Existing Notes to be withdrawn, the aggregate principal amount of Existing Notes to be withdrawn, and (if Certificates for Existing Notes have been tendered) the name of the registered holder of the Existing Notes as set forth on the Certificate for the Existing Notes, if different from that of the person who tendered such Existing Notes. If Certificates for the Existing Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Existing Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Existing Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Existing Notes tendered for the account of an Eligible Institution. If Existing Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Existing Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Existing Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Existing Notes may not be rescinded. Existing Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Existing Notes."

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Exchange Agent, in its sole discretion, whose determination shall be final and binding on all parties. None of the Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Existing Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal.

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5. SIGNATURES ON LETTER OR TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Existing Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Existing Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Existing Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates.

        If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Exchange Agent, in its sole discretion, of each such Person's authority so to act.

        When this Letter of Transmittal is signed by the registered owner(s) of the Existing Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Existing Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Existing Notes may require in accordance with the restrictions on transfer applicable to the Existing Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to be issued in the name of a person other than the siger of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Existing Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7. IRREGULARITIES. The Company and the Exchange Agent will determine, in their sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Existing Notes, which determination shall be final and binding on all parties. The Company and the Exchange Agent reserve the absolute right to reject any and all tenders determined by either of them not to be in proper form or the acceptance of which, or exchange for which, may in the view of counsel to the Company and the Exchange Agent, be unlawful. The Company and the Exchange Agent also reserve the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer—Certain Conditions to the Exchange Offer" or any conditions or irregularity in any tender of Existing Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company's and the Exchange Agent's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Existing Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Company and the Exchange Agent, any affiliates or assigns of the Company and the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set

11

forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a Holder whose Existing Notes are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer Identification Number ("TIN"), which, in the case of an exchanging Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"), and payments made with respect to the Exchange Notes may be subject to backup withholding at varying rates up to 30%. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

        To prevent backup withholding, each exchanging Holder must provide his, her or its correct TIN by completing the Substitute Form W-9 included below in this Letter of Transmittal, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that the Holder is exempt from backup withholding because (i) the Holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the Holder that he, she or it is no longer subject to backup withholding. In order to satisfy the Company that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Existing Notes are in more than one name or are not in the name of the actual owner, consult the substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and continue until you furnish your TIN.

10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Existing Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Existing Notes for exchanges.

        Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes nor shall any of them incur any liability for failure to give any such notice.

12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Existing Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

13.SECURITY TRANSFER TAXES. Holders who tender their Existing Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Existing Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Existing Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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NOTE: SUBSTITUTE FORM W-9 SHOULD BE COMPLETED BY THE REGISTERED HOLDER OF B&G FOODS, INC. 9⁵/8% SENIOR SUBORDINATED NOTES.

SUBSTITUTE	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN:  Social Security Number or Employer Identification Number
FORM W-9 Department of the Treasury, Internal Revenue Service	Part II—For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payor's Request for Taxpayer Identification Number ("TIN") and Certification	Certification—Under penalties of perjury, I certify that: (1) The Number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person.
	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding, because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2).
	Signature:	Date:

Certification Instructions—See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for the appropriate TIN and signature for the certification. Persons awaiting a TIN should complete the additional certification described below. Foreign persons claiming exemption from these requirements should consult the Exchange Agent regarding proper establishment of the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING ON PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, a portion of all payments (30% or such rate as may apply in the year of payment) made to me thereafter will be withheld until I provide a number.

Signature:      Date:      

13

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 12) (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
GUARANTEE OF SIGNATURES (SEE INSTRUCTIONS 2 AND 5)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ANY AND ALL OUTSTANDING
REGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
AND UNREGISTERED 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES C
(THE "EXISTING NOTES")
OF
B&G FOODS, INC.

        As set forth in the Prospectus dated May 9, 2002 (the "Prospectus") of B&G Foods, Inc. and in the accompanying Letter of Transmittal (the "Letter of Transmittal"), this Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for registered 9⁵/8% Senior Subordinated Notes due 2007, Series B or certificates for unregistered 9⁵/8% Senior Subordinated Notes due 2007, Series C of B&G Foods, Inc. are not immediately available, (ii) Existing Notes, the Letter of Transmittal and all other required documents cannot be delivered to The Bank of New York (the "Exchange Agent") on or prior to 5:00 P.M. New York City time, on the Expiration Date (as defined in the Prospectus) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange Offer—Procedures for Tendering Existing Notes" in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Existing Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Existing Notes (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M. New York City time, on the Expiration Date. Capitalized terms not defined herein have the meanings assigned to them in the Prospectus.

The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK

By Registered or Certified Mail:
The Bank of New York
Corporate Trust Reorganization Unit
15 Broad Street, 16th Floor
New York, NY 10007
Attn:  Diane Amoroso
Facsimile Transmissions:
(Eligible Institutions Only)
(212) 235-2280
Attn: Diane Amoroso
To Confirm by Telephone or for Information Call:
(212) 235-2353
By Hand or Overnight Delivery:
The Bank of New York
Corporate Trust Reorganization Unit
15 Broad Street, 16th Floor
New York, NY 10007
Attn:  Diane Amoroso

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

LADIES AND GENTLEMEN:

        The undersigned hereby tenders to B&G Foods, Inc., a Delaware corporation upon the terms and subject to the conditions set forth in the Prospectus dated May 9, 2002 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of Existing Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 to the Letter of Transmittal.

AGGREGATE PRINCIPAL AMOUNT

NAME(S) OF REGISTERED HOLDER(S):

Amount Tendered: $

Certificate No(s). for Existing Notes
(if available):

TOTAL PRINCIPAL AMOUNT REPRESENTED BY EXISTING NOTES CERTIFICATE(S)

If Existing Notes will be tendered by book-entry transfer, provide the following information:

Depository Trust Company Account Number:

Date:

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY

X Name: Address:	DATE
X Name: Address:	DATE

Area Code and Telephone Number:  

This Notice of Guaranteed Delivery must be signed by the holder(s) of the Existing Notes as their name(s) appear(s) on certificates for Existing Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity(ies):

Address(es):

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Existing Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Existing Notes to the Exchange Agent's account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents within five business days after the date of execution of this Notice of Guaranteed Delivery.

        THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER(S) OF TRANSMITTAL AND THE EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:	Authorized Signature
Address: Zip Code	Name: (Please Type or Print)
Area Code and Tel. No.:	Date: , 2002

NOTE:  DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. CERTIFICATES FOR EXISTING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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NOTICE OF GUARANTEED DELIVERY