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Filed Pursuant to Rule 424(b)(1)
Registration No. 333-112680

PROSPECTUS

$240,000,000

8.0% Senior Notes
due 2011

This is an offering by B&G Foods Holdings Corp. of $240,000,000 of its 8.0% Senior Notes due 2011. Interest is payable on April 1 and October 1 of each year, commencing on April 1, 2005. The notes will mature on October 1, 2011.

We may redeem all or part of the notes on or after October 1, 2008. Prior to October 1, 2007, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture from the proceeds of one or more public equity offerings. Redemption prices are specified in this prospectus under "Description of Notes—Optional Redemption."

The notes will be our unsecured senior obligations and will be guaranteed on an unsecured senior basis by each of our existing and future domestic subsidiaries. The notes and the guarantees will rank pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt and will rank senior in right of payment to the senior subordinated notes and all of our and such guarantors' other existing and future subordinated debt.

Investing in the notes involves risks. See Risk Factors beginning on page 27.

	Per Note		Total
Public Offering Price	100.000	%	$	240,000,000
Underwriting Discount	2.250	%	$	5,400,000
Proceeds to B&G Foods Holdings Corp.	97.750	%	$	234,600,000

Interest on the notes will accrue from October 14, 2004 to the date of delivery.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers expects to deliver the notes on or about October 14, 2004, subject to conditions.

LEHMAN BROTHERS

RBC CAPITAL MARKETS	CREDIT SUISSE FIRST BOSTON
BNY CAPITAL MARKETS, INC.

October 8, 2004

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	27
Forward-Looking Statements	38
Use of Proceeds	39
Capitalization	40
Selected Historical Consolidated Financial Data	42
Unaudited Pro Forma Condensed Combined Financial Data	45
Management's Discussion and Analysis of Financial Condition and Results of Operations	60
Business	76
Our Management	88
Ownership of Capital Stock	99
Certain Relationships and Related Transactions	102
Description of Certain Indebtedness	104
Description of Notes	107
Material U.S. Federal Income Tax Considerations	153
Underwriting	157
Legal Matters	158
Experts	158
Where You Can Find More Information	159
Index to Consolidated Financial Statements	F-1

        You should rely only upon the information contained in this prospectus. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

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. Unless otherwise indicated, all statements in this prospectus regarding market share and brand position are measured by retail dollar share.

TRADEMARKS

AC'CENT®, B&G®, B&M®, B&G BLOCH GUGGENHEIMER® (logo), B&G SANDWICH TOPPERS®, BRER RABBIT®, COZY COTTAGE®, JOAN OF ARC®, LAS PALMAS®, MAPLE GROVE FARMS OF VERMONT®, ORTEGA®, POLANER, POLANER ALL FRUIT®, REGINA, SA-SON AC'CENT®, TRAPPEY'S®, UNDERWOOD®, VERMONT MAID®, and WRIGHT's® are registered trademarks of our company or one of our subsidiaries and BLOCH & GUGGENHEIMER™, RED DEVIL™, SA-SON™ and UP-COUNTRY ORGANICS™ are trademarks of our company or one of our subsidiaries.

EMERIL'S® is a registered trademark of Emeril's Food of Love Productions, L.L.C. All other trademarks used in this prospectus are trademarks or registered trademarks of their respective owners.

        Enhanced Income Securities (EISs)™ is a trademark used by RBC Capital Markets Corporation under license.

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SUMMARY

The following is a summary of the principal features of this offering of the notes and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Simultaneously with the completion of this offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. The surviving entity will be named B&G Foods, Inc. Throughout this prospectus, the terms "our," "we," "us," and "B&G Foods" refer to B&G Foods Holdings Corp. before the merger, and B&G Foods, Inc., after the merger, in each case together with their wholly owned subsidiaries, except where it is clear that the term refers only to B&G Foods individually or to B&G Foods, Inc. before the merger. We sometimes refer to B&G Foods Holdings Corp. as "B&G Holdings." Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31. Our fiscal year 2003 ended on January 3, 2004.

Our Company

Overview

        We manufacture, sell and distribute a diverse portfolio of shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold number one or two retail market share nationally or regionally or are unique products. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA through a combination of internal growth, including long-term licensing of a brand, plus the addition of eight brands through acquisitions, our most recent being the acquisition of the Ortega line of branded Mexican food products in August 2003.

        In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our pro forma as adjusted net sales and EBITDA for the latest twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition, were $377.9 million and $73.4 million, respectively. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1%, respectively, for the comparable period in the prior year nine month period ended June 28, 2003.

        We sell and distribute our products through a multiple-channel sales and distribution system including to the following:

•

supermarket warehouses;



•

distributors and food service accounts;



•

mass merchants, warehouse clubs and other non-food outlets;



•

specialty food distributors;



•

direct-store-organization on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



•

catalogs and the Internet.

1

Products and Markets

        The following is a brief description of the products we offer under our brands:

Brand	Products	2003 Net Sales (Dollars in thousands)			Contribution to 2003 Pro Forma Net Sales
	Salsa, spices, peppers, taco sauces, taco kits, Mexican ingredients and taco shells	$	79,831	*	21.3	%
	Pure maple syrup, gourmet salad dressings, marinades and pancake mixes		48,680		13.0	%
	Pickles, relishes, peppers, olives and other related specialty items		46,259		12.4	%
	Fruit-based spreads and wet spices		35,959		9.6	%
	Seasonings, salad dressings, marinades, pepper sauces, pasta sauces, mustard and salsa		25,395		6.8	%
	Brick-oven baked beans and brown bread		24,465		6.5	%
	Meat spreads, including deviled ham, chicken and roast beef		22,431		6.0	%
	Mexican ingredients, including enchilada sauce, jalapenos, green chilis and crushed tomatillos		20,588		5.5	%
	All-natural flavor enhancer used generally on beef, poultry, fish and vegetables		17,709		4.7	%
	Peppers and hot sauces		14,012		3.7	%
	Vinegars and cooking wines		11,667		3.1	%
	Canned recipe beans		11,390		3.0	%
	Liquid smoke		5,460		1.5	%
	Flavor enhancer used primarily on beef, poultry, fish and vegetables		4,787		1.3	%
	Regular and blackstrap molasses		3,074		0.8	%
	Maple-flavored syrup		3,106		0.8	%
	Total Pro Forma Net Sales	$	374,813	*	100.0	%

*

Pro Forma for the Ortega acquisition.

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Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow over the past five years due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels and have a broad customer base. The diversity of our multiple-channel sales and distribution system enhances the stability of our financial results and our ability to capitalize on growth trends within a number of these distribution channels.

        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company.

        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable nine month period ended June 28, 2003, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow 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:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support.

        Leverage our unique multiple-channel sales and distribution system.    Our unique multiple-channel sales and distribution system allows us to capitalize on growth opportunities quickly and efficiently. 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.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license.

        Capitalize on higher growth segments of the food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, such as the Mexican and other ethnic food segments, enabling us to leverage our distribution platform.

        Expand brand portfolio with new licensing arrangements and selective acquisitions.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. We intend to pursue additional licensing arrangements with third parties to introduce and market other products. Additionally, we intend to expand our brand portfolio by making selective acquisitions of businesses that enhance our existing business platform and provide us with the opportunity to grow our free cash flow.

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The Transactions

        Concurrently with this offering we will:

•

effect a number of internal corporate transactions, including merging B&G Foods, Inc. with B&G Foods Holding Corp., recapitalizing the equity interests of our existing stockholders, including, among other things, the conversion of each share of existing common stock into 109.8901 shares of Class B common stock;



•

enter into a $30.0 million senior secured revolving credit facility, which we refer to as the new revolving credit facility;



•

separately offer 17,391,305 Enhanced Income Securities, or EISs, representing 17,391,305 shares of Class A common stock and $124.3 million aggregate principal amount of 12.0% senior subordinated notes due 2016; and



•

separately offer an additional $22.8 million aggregate principal amount of 12.0% senior subordinated notes due 2016. The additional senior subordinated notes will be of the same series and have terms identical to the senior subordinated notes represented by the EISs.

        The closing of this offering is conditioned upon our completion of these transactions.

        We estimate that we will receive net proceeds in this offering and the concurrent offerings of the EISs and the additional senior subordinated notes of $494.6 million after deducting underwriting discounts, commissions, and other estimated offering expenses.

        We will use the net proceeds of this offering and the concurrent offering of the EISs and the additional senior subordinated notes and cash on hand:

•

to repay all outstanding borrowings under, and terminate, our current senior secured credit facility, which we refer to as our existing senior credit facility;



•

to retire our $220.0 million aggregate principal amount outstanding 9⁵/8% senior subordinated notes due 2007, which we refer to as our existing senior subordinated notes;



•

to repurchase all of our outstanding preferred stock from our existing stockholders; and



•

all remaining net proceeds will be used to repurchase 2,704,334 shares of our outstanding Class B common stock, options and warrants from our existing stockholders. Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

        If the underwriters for the EIS offering exercise their over-allotment option with respect to the EISs in full, we will use all of the additional net proceeds to repurchase 5,231,335 shares of our then outstanding Class B common stock and warrants from Bruckmann, Rosser, Sherrill & Co., L.P. (whom we refer to in this prospectus as our sponsor investor), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P. (whom we refer to in this prospectus collectively with our sponsor investor as our existing financial investors) and certain other non-management stockholders.

        We refer to this offering, our entering into the new revolving credit facility, the concurrent offering of the EISs and the additional senior subordinated notes, the repayment in full and termination of the existing senior credit facility, the repurchase of a portion of the outstanding Class B common stock including outstanding warrants and options for our Class B common stock and all the preferred stock of our existing stockholders, the internal corporate transactions and the retirement of our existing senior subordinated notes collectively as the Transactions. We refer to all of the Transactions other than

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this offering as the other Transactions. Each of the Transactions described above is conditioned upon our completion of the other Transactions.

        The following table illustrates the estimated sources and uses of the funds for the Transactions, assuming the Transactions all occurred on July 3, 2004. Actual amounts may differ.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
8.0% senior notes due 2011 offered hereby		$	240,000
EISs(2)			260,870
Additional 12.0% senior subordinated notes due 2016			22,800
Cash on hand(3)			7,082
	Total sources	$	530,752

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of Class B common stock, preferred equity, options and warrants from existing investors(6)(7)(9)			113,860
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			39,115
	Total uses	$	530,752

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option with respect to the EIS offering is exercised in full, the net proceeds from this offering and the concurrent offerings of EISs and the additional senior subordinated notes are expected to be approximately $531.3 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock. If the EIS underwriters exercise their over-allotment option with respect to the EIS offering in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the EIS underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.4 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $10.4 million and (iii) other costs of $10.0 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of

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our company. We estimate the total compensation payable to the six most senior executive officers will be approximately $4.5 million (or $4.9 million if the underwriters' over-allotment option is exercised in full). Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

        The closing of this offering is conditioned upon our completion of the other Transactions.

        New Revolving Credit Facility.    Concurrently with this offering, we will enter into a $30.0 million new senior secured revolving credit facility. The new revolving credit facility will have a five-year maturity. The new revolving credit facility will be undrawn at closing, and we expect to have $29.4 million of availability immediately following this offering (net of $0.6 million reserved for issued and outstanding letters of credit). See "Description of Certain Indebtedness—New Revolving Credit Facility" for a summary of the terms of the new revolving credit facility.

        Enhanced Income Securities.    Concurrently with this offering, we will separately offer 17,391,305 EISs, representing 17,391,305 shares of Class A common stock and $124.3 million aggregate principal amount of 12.0% senior subordinated notes due 2016. Holders of our EISs, will be entitled to receive quarterly interest payments at an annual rate of 12.0% of the aggregate principal amount of senior subordinated notes represented by their EISs, or approximately $0.858 per EIS per year. In addition, holders of our EIS will also receive quarterly dividend payments on the shares of Class A common stock represented by their EISs if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then existing indebtedness. See "—Dividend Payments to Holders of EISs." The initial public offering price of the EISs is $15.00 per EIS (comprised of $7.15 principal amount allocated to each senior subordinated note and $7.85 allocated to each share of Class A common stock).

        Additional Senior Subordinated Notes.    Concurrently with this offering, we will separately offer $22.8 million aggregate principal amount of 12.0% senior subordinated notes due 2016. See "Description of Certain Indebtedness—New Senior Subordinated Notes."

        Retirement of the Existing Senior Subordinated Notes.    The existing senior subordinated notes bear cash interest at a rate of 9⁵/8% per year. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

        Repayment of the Existing Senior Credit Facility.    The existing senior credit facility consists of a term loan and a revolving credit facility. We expect to repay the outstanding principal amount outstanding under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest. These term loan borrowings bear interest at LIBOR plus an applicable margin (4.59% as of July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

Other Information About This Prospectus

        Unless we specifically state otherwise, the share, per share, option and warrant information included in this prospectus reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock (which we refer to as our Class B common stock) into 109.8901 shares of our Class B common stock to become effective simultaneously with the closing of this offering.

        The information in this prospectus, unless otherwise indicated, does not take into account the exercise by the underwriters of their over-allotment option with respect to the EISs.

        Throughout this prospectus we use the terms "EBITDA" and "EBITDA margin," which are not indicators of performance or other measures determined in accordance with Generally Accepted

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Accounting Principles in the United States (GAAP) and are fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our Corporate Information

        We are a Delaware corporation. Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054, and our telephone number is (973) 401-6500. Our web site address is www.bgfoods.com. The information contained on our web site is not part of this prospectus and is not incorporated in this prospectus by reference.

Credit Rating

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

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The Offering

Issuer	B&G Foods Holdings Corp.
Notes Offered	$240,000,000 in aggregate principal amount of 8.0% Senior Notes due 2011.
Maturity Date	October 1, 2011.
Interest Payment Dates	April 1 and October 1 of each year, commencing April 1, 2005.
Guarantees	Our obligations under the notes will be jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and future domestic subsidiaries. For a discussion of the risks relating to the guarantees, see "Risk Factors—Your right to receive payment on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all the guarantors' existing and future secured indebtedness" and "—If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries."
Ranking	The notes and the subsidiary guarantees will be our and the guarantors' general unsecured obligations and:
	•	will be effectively junior in right of payment to all of our and the guarantors' secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiary, Les Produits Alimentaires Jacques et Fils Inc.;
	•	will be pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt; and
	•	will be senior in right of payment to all of our and the guarantors' future subordinated debt.
	As of July 3, 2004, after giving effect to the completion of the Transactions, we would have had $240.0 million principal amount of outstanding senior debt and $165.8 million principal amount (if the over-allotment option related to the EIS offering is exercised in full) of outstanding senior subordinated debt. In addition, as of July 3, 2004, after giving effect to the completion of the Transactions, we would have had the ability to borrow up to $29.4 million under our new senior credit facilities (net $0.6 million reserved for issued and outstanding letters of credit), which would be effectively senior in right of payment to the notes.
Optional Redemption	On or after October 1, 2008, we may redeem some or all of the notes at the redemption prices set forth under "Description of Notes—Optional Redemption."

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	Prior to October 1, 2007, we may redeem up to 35% of the aggregate principal amount of the notes issued in this offering with the net proceeds of one or more equity offerings at the redemption price set forth under "Description of Notes—Optional Redemption."
Offer to Purchase	If we or any of the guarantors sell certain assets or experience specific kinds of changes in control, we must offer to purchase the notes at the prices set forth under "Description of Notes—Change of Control" and "—Asset Sales" plus accrued and unpaid interest, to the date of redemption.
Covenants	We will issue the notes under an indenture among us, the guarantors and the trustee. The indenture (among other things) will limit our ability and the ability of the guarantors to:
	•	incur additional indebtedness and issue preferred stock;
	•	make restricted payments;
	•	allow restrictions on the ability of certain subsidiaries to make distributions;
	•	sell all or substantially all of our assets or consolidate or merge with or into other companies;
	•	enter into certain transactions with affiliates;
	•	create liens; and
	•	enter into sale and leaseback transactions.
	Each of the covenants is subject to a number of important exceptions and qualifications. See "Description of Notes—Certain Covenants."
Use of Proceeds	We intend to use the net proceeds from this offering, together with the net proceeds from the concurrent offering of the EISs and the additional subordinated notes, to repay borrowings under our existing senior credit facility, retire our existing senior subordinated notes and repurchase all of our outstanding preferred stock and a portion of our outstanding Class B common stock. See "Use of Proceeds."

Risk Factors

        You should carefully consider the information under the heading "Risk Factors" and all other information in this prospectus before investing in the notes.

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following summary historical and pro forma financial consolidated data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data" and our audited and unaudited consolidated financial statements and notes to those statements included in this prospectus. Our historical consolidated statement of operations data for the fiscal years ended December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our audited consolidated financial statements, included elsewhere in this prospectus. Our historical consolidated statement of operations data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements, included elsewhere in this prospectus.

        The following unaudited pro forma statement of operations data for the latest twelve months ended July 3, 2004 reflects the effect of our acquisition of the Ortega line of products as if it occurred on June 29, 2003. The unaudited pro forma as adjusted statement of operations data for the latest twelve months ended July 3, 2004 reflect our acquisition of the Ortega line of products, this offering and the other Transactions as if they had occurred on June 29, 2003. The unaudited pro forma and pro forma as adjusted consolidated financial data does not purport to represent what our results would have been if the acquisition of the Ortega line of products, this offering and the other Transactions had occurred at the dates indicated and it does not purport to represent a projection of our future results.

																Latest Twelve Months Ended
	Fiscal Year Ended									Twenty-six Weeks Ended
																			July 3, 2004
	December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004
																			Pro Forma As Adjusted(11)
	Actual			Actual			Actual			Actual			Actual			Pro Forma(10)
										(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(Dollars in thousands, except ratios)
Statement of Operations Data(1):
Net sales	$	279,779	(2)	$	293,677		$	328,356		$	143,823		$	184,412		$	377,923		$	377,923
Cost of goods sold		192,525			203,707			226,174			100,250			125,960			257,483			257,483
Gross profit		87,254			89,970			102,182			43,573			58,452			120,440			120,440
Sales, marketing and distribution expenses		34,922	(2)		35,852			39,477			16,405			22,220			46,759			46,759
General and administrative expenses		14,120	(3)		4,911			6,313	(6)		2,725	(6)		2,355			5,943			6,943
Management fees-related party		500			500			500			250			250			500			—
Environmental clean-up expenses		950			100			—			—			—			—			—
Operating income		36,762			48,607			55,892			24,193			33,627			67,238			66,738
Gain on sale of assets		(3,112	)(4)		—			—			—			—			—			—
Derivative gain		—			(2,524	)(5)		—			—			—			—			—
Interest expense, net		29,847			26,626			31,205			13,997			15,606			31,111			39,184
Income before income taxes		10,027			24,505			24,687			10,196			18,021			36,127			27,554
Income taxes		4,029			9,260			9,519			3,925			6,956			13,945			10,636
Net income		5,998			15,245			15,168			6,271			11,065			22,182			16,918
Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336			6,576			7,690			14,450			—
Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375		$	7,732		$	16,918
Other Financial Data(1):
EBITDA	$	54,164	(7)	$	56,431	(7)	$	61,906	(7)	$	26,934	(7)	$	36,864	(7)	$	73,863	(8)	$	73,363	(8)
Net cash provided by operating activities		21,470			26,417			27,431			11,353			9,932			28,161			20,940
Capital expenditures		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)		N/A			N/A
Payments for acquisition of business		—			—			(118,179	)		—			—			N/A			N/A
Net proceeds from sale of assets		24,090			—			—			—			—			N/A			N/A
Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)		N/A			N/A
Senior debt / EBITDA(13)		3.1x			1.0x			2.4x			0.8x	(12)		2.1x	(12)		2.0x			3.3x
Total debt / EBITDA		5.3x			4.9x			6.0x			4.7x	(12)		5.1x	(12)		5.0x			5.3x
EBITDA / Cash interest expense(14)		1.9x			2.4x			2.3x			2.2x	(12)		2.5x	(12)		2.7x			2.0x

10

        The table below shows unaudited summary historical financial data for the nine months ended June 28, 2003 and July 3, 2004. The nine months ended July 3, 2004 includes results of the Ortega brand previously acquired on August 21, 2003. This table 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 and unaudited consolidated financial statements and notes to those statements, included elsewhere in this prospectus.

        The results of operations for the nine months ended June 28, 2003 and July 3, 2004 are not necessarily indicative of the results to be expected for a full year.

	Nine Months Ended
	June 28, 2003			July 3, 2004
	(Unaudited)			(Unaudited)
	(Dollars in thousands)
Statement of Operations Data(1):
Net sales	$	222,540		$	285,635
Cost of goods sold		156,173			194,659
Gross profit		66,367			90,976
Sales, marketing and distribution expenses		25,775			35,478
General and administrative expenses		3,984			4,096
Management fees-related party		375			375
Environmental clean-up expenses		100			—
Operating income		36,133			51,027
Interest expense, net		20,836			23,588
Income before income taxes		15,297			27,439
Income tax expense		5,367			10,703
Net income		9,930			16,736
Less: preferred stock dividends accumulated and related charges		9,551			11,070
Net (loss) income available to common stockholders	$	379		$	5,666
Other Financial Data:
EBITDA(7)	$	40,288		$	56,046
Net cash provided operating activities		23,496			29,667
Capital expenditures		4,080			5,437
Net cash used in financing activities		(15,175	)		(13,125	)

        The table below shows our summary balance sheet data as of July 3, 2004 on an actual basis derived from our unaudited consolidated financial statements, included elsewhere in this prospectus, and on an as adjusted basis to reflect the application of the proceeds of this offering and the effects of the other Transactions as if they had occurred on July 3, 2004.

	As of July 3, 2004
	Actual		As Adjusted
	(Unaudited)		(Unaudited)
	(Dollars in thousands)
Summary Balance Sheet Data:
Cash and cash equivalents	$	13,926	$	6,844
Net working capital(9)		68,054		85,950
Total assets		564,765		567,447
Total debt		368,162		387,148
Mandatorily redeemable preferred stock		46,298		—
Total stockholders' equity		57,992		106,103

11

(1)

The purchase method of accounting was used to account for the acquisition of the Ortega line of products from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. on January 17, 2001. Therefore, period to period comparisons may not be comparable.

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with Emerging Issues Task Force (EITF) Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue No. 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification had no effect on operating income.

(3)

We adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $8.5 million in fiscal 2001.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities.

		Fiscal Year Ended									Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
		Actual			Actual			Actual			Actual			Actual
											(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
Income taxes			4,029			9,260			9,519			3,925			6,956
Interest expense, net			29,847			26,626			31,205			13,997			15,606
Depreciation and amortization			14,290			5,300			6,014			2,741			3,237
	EBITDA		54,164			56,431			61,906			26,934			36,864
Income tax expense			(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			1,831			—			—
Gain on sale of assets			(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

12

(8)

Set forth below is a reconciliation of net income to EBITDA and net cash provided by operating activities for fiscal 2003, the 2003 twenty-six week period, the 2004 twenty-six week period and the pro forma and pro forma as adjusted latest twelve months ended July 3, 2004.

		Fiscal Year Ended			Twenty-six Weeks Ended						Latest Twelve Months Ended
		January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
		Actual			Actual			Actual			Pro Forma			Pro Forma As Adjusted
					(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	15,168		$	6,271		$	11,065		$	19,962		$	14,698
Income taxes			9,519			3,925			6,956			12,550			9,241
Interest expense, net			31,205			13,997			15,606			32,814			40,887
Depreciation			6,014			2,741			3,237			6,510			6,510
	EBITDA		61,906			26,934			36,864			71,836			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		—			—			—			2,220			2,220
	Income taxes		—			—			—			1,395			1,395
	Interest expense, net		—			—			—			(1,703	)		(1,703	)
	Depreciation and amortization		—			—			—			115			115
	Pro forma EBITDA		61,906			26,934			36,864			73,863			73,363
Income tax expense			(9,519	)		(3,925	)		(6,956	)		(13,945	)		(10,636	)
Interest expense, net			(31,205	)		(13,997	)		(15,606	)		(31,111	)		(39,184	)
Deferred income taxes			4,382			2,254			3,138			5,266			5,266
Amortization of deferred financing and bond discount			2,839			1,487			1,284			2,452			2,326
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)		(10,195	)
	Net cash provided by operating activities	$	27,431		$	11,353		$	9,932		$	28,161		$	20,940

The following tables illustrate our computation of EBITDA on a pro forma and pro forma as adjusted basis for the latest twelve months ended July 3, 2004 as presented above.

		Unaudited Pro Forma for the Ortega Acquisition (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma			Pro Forma			Actual			Pro Forma
Net income		$	15,168		$	6,271		$	11,065		$	19,962
Income taxes			9,519			3,925			6,956			12,550
Interest expense, net			31,205			13,997			15,606			32,814
Depreciation			6,014			2,741			3,237			6,510
	EBITDA		61,906			26,934			36,864			71,836
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
	Pro forma EBITDA		67,734			30,735			36,864			73,863
Income tax expense			(11,600	)		(4,611	)		(6,956	)		(13,945	)
Interest expense, net			(31,010	)		(15,505	)		(15,606	)		(31,111	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,335			1,167			1,284			2,452
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma net cash provided by operating activities	$	30,869		$	12,640		$	9,932		$	28,161

13

		Unaudited Pro Forma As Adjusted for the Transactions (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted
Pro forma as adjusted, excluding the Ortega acquisition:
	Net income	$	9,842		$	3,608		$	8,464		$	14,698
	Income taxes		6,171			2,251			5,321			9,241
	Interest expense, net		39,379			18,084			19,592			40,887
	Depreciation		6,014			2,741			3,237			6,510
EBITDA			61,406			26,684			36,614			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
Pro forma EBITDA			67,234			30,485			36,614			73,363
Income tax expense			(8,252	)		(2,937	)		(5,321	)		(10,636	)
Interest expense, net			(39,184	)		(19,592	)		(19,592	)		(39,184	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,326			1,163			1,163			2,326
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma as adjusted net cash provided by operating activities	$	23,703		$	9,973		$	7,210		$	20,940

(A)

For the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003, represents adjustments to EBITDA as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to EBITDA as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition itself, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Our unaudited pro forma consolidated statement of operations data for the latest twelve months ended July 3, 2004 was derived from our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the year ended January 3, 2004 and (i) subtracting from it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended June 28, 2003 and (ii) adding to it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended July 3, 2004.

(11)

Pro forma as adjusted operating income, income before income taxes, net income and net income available to common stockholders does not reflect the following nonrecurring charges that are directly attributable to this offering and the other Transactions which total $23.9 million ($14.7 million, net of taxes) which include: the write-off of existing bond discount being amortized of $0.7 million, write-off of existing deferred financing fees and cost associated with the retirement of existing senior subordinated notes of $13.5 million, payment of transaction bonuses of $5.5 million and repurchase of management stock options of $4.2 million. However, these nonrecurring charges directly attributable to this offering and the other Transacations, net of taxes, are charged to total stockholders' equity in the summary balance sheet data.

(12)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(13)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

14

			Fiscal Year Ended						Latest Twelve Months Ended
			December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		July 3, 2004		July 3, 2004
									Actual		Actual		Pro Forma		Pro Forma As Adjusted
									(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
			(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan			168,962		54,856		149,625		44,679		148,875		148,875		—
Obligations under capital leases				313		—		—		—		—		—		—
Senior notes				—		—		—		—		—		—		240,000
		Senior debt	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875	$	148,875	$	240,000
EBITDA				54,164		56,431		61,906		56,036		71,836		73,863		73,363
Senior debt/EBITDA				3.1x		1.0x		2.4x		0.8x		2.1x		2.0x		3.3x

(14)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended									Latest Twelve Months Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
											Actual			Actual			Pro Forma			Pro Forma As Adjusted
											(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814		$	31,111		$	39,184
Amortization of deferred financing and bond discount			(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)		(2,335	)		(2,326	)
Write-off of pre-existing deferred debt issuance costs			—			—			(1,831	)		—			(1,831	)		(1,831	)		—
	Cash interest expense	$	27,875		$	23,940		$	26,535		$	25,772		$	28,347		$	26,945		$	36,858
EBITDA			54,164			56,431			61,906			56,036			71,836			73,863			73,363
EBITDA/Cash interest expense			1.9x			2.4x			2.3x			2.2x			2.5x			2.7x			2.0x

15

Dividend Payments to Holders of EISs

General

        Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under this policy, cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on the Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock) would in general be distributed as regular quarterly cash dividends (up to the intended dividend rate set forth below) to the holders of our Class A common stock and as regular annual cash dividends (up to the permitted dividend rate set forth below) to the holders of our Class B common stock and not be retained by us as cash on our consolidated balance sheet.

        We currently intend to make our first dividend payment on our Class A common stock on January 30, 2005, which will be a partial quarterly dividend payment for the period commencing on the date of completion of this offering and ending on January 1, 2005. Under our dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth under "Risk Factors," we intend to pay quarterly dividends of $0.212 per share of Class A common stock and to continue to pay quarterly dividends at this rate for the first four full quarterly dividend payment periods following the closing of this offering.

        We currently intend to make our first dividend payment on our Class B common stock on February 20, 2006, which will be an annual dividend payment for the year ending on December 31, 2005. Under our Class B dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth below under "Risk Factors," we intend to pay an annual dividend per Class B share equal to Class B Available Cash (as defined below) for that period, divided by the number of Class B shares outstanding on the record date for such period, subject to the subordination provisions described below.

        The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $75.7 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

        "Class B Available Cash" means the lesser of

•

"excess cash" (See "Description of Notes—Certain Definitions" for the definition of excess cash) for the last four fiscal quarters, including the most recently completed fiscal quarter (the "Class B Testing Period"), minus the sum of the aggregate amount of the prior four Class A dividends, and minus dividend restricted cash of $6.0 million; for purposes of calculating excess cash as defined, for this purpose only, the aggregate amount set forth in the paragraph numbered 3 under the definition of excess cash shall be the greater of the aggregate amount of such capital expenditures or $6.5 million; or



•

the aggregate per share amount of dividends declared or to be declared on our Class A common stock (or 1.1 times such amount for dividends with respect to periods commencing after December 30, 2006) with respect to the annual period for which the dividends on our Class B common stock are to be paid multiplied by the number of shares of our Class B common stock issued and outstanding on the last day of such period.

16

        We intend to pay dividends quarterly on our Class A common stock on January 30, April 30, July 30 and October 30 to the holders of record as of December 31, March 31, June 30 and September 30, respectively. We intend to pay dividends on our Class B common stock annually, subject to the subordination provisions described below, on February 20 each year to holders of record on the preceding December 31. For years ending subsequent to January 2, 2010, we intend to pay dividends on our Class B common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30. Under our certificate of incorporation, for each annual dividend payment period after the dividend payment period ending on December 30, 2006, and through the dividend payment period ending on January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will have the right (subject to the subordination provisions described below) to dividend payments equal to Class B Available Cash (up to 1.1 times the amount of dividends paid per share to holders of our Class A common stock). For quarterly periods subsequent to January 2, 2010, if we declare and pay dividends on our Class A, the holders of our Class B common stock will be entitled to dividend payments of 1.1 times the amount paid per share to the holders of our Class A common stock.

        We have not paid any dividends in the past.

        If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash for those purposes it deems necessary including, but not limited to, funding additional capital expenditures or acquisitions, if any, repaying indebtedness, paying additional dividends or for general corporate purposes. However, notwithstanding this dividend policy, the amount of dividends, if any, for each dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account the factors set forth above and the dividend restrictions and other factors set forth below.

Subordination of Class B Dividends

        Under our organizational documents, with respect to the initial annual dividend payment period and through the dividend payment date(s) with respect to the quarterly and annual dividend payment periods ending January 2, 2010, dividends on our Class B common stock will be subordinated to the payment of dividends on our Class A common stock. Specifically,

•

an annual dividend on our Class B common stock may only be declared if we have declared and paid dividends on our Class A common stock no less than the quarterly rate of $0.212 per share for each of the four full fiscal quarters corresponding to such annual dividend payment period of the Class B common stock; and



•

no dividends on our Class B common stock may be declared with respect to any annual period unless the "Class B Threshold Amount" (as defined below) as of the last day of such period is at least $10.0 million.

        The subordination of dividends on our Class B common stock will be suspended upon the occurrence of any default or event of default under the indentures governing the senior notes and the senior subordinated notes and will become applicable again upon the cure of any default or event of default. Dividends on our Class B common stock will not be subordinated to dividends on our Class A common stock for any dividend period subsequent to January 2, 2010. If for any dividend payment date after the February 20, 2010 dividend payment date the amount of cash to be distributed is insufficient to pay dividends at the levels described above on our Class A and Class B common stock, any shortfall will reduce the dividends on the Class A and Class B common stock pro rata.

17

        "Class B Threshold Amount" as of any date means the amount of cash on our consolidated balance sheet as of such date calculated on a pro forma basis giving effect to the payment of any previously declared but unpaid dividends on any class of our capital stock and the payment of any dividends to be declared with respect to any class of our capital stock with respect to the period for which the Class B Threshold Amount is being calculated less any actual or funded borrowings under our new revolving credit facility (or any successor or additional revolving credit facility) as of such date.

Minimum EBITDA

        Subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth above and under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million. However, as described below under "—Assumptions and Considerations," our results of operations may differ from our current expectation, which may adversely impact our ability to pay dividends at the levels described above, or at all. In accordance with our dividend policy and assuming the exercise of the over-allotment option if our EBITDA for the 12-month period ending December 31, 2005 is $73.4 million, the aggregate dividends we intend to pay on our Class A common stock and Class B common stock for the initial dividend payment periods would be $0.848 per share of Class A common stock (or $17.0 million in the aggregate) and $0.537 per share of Class B common stock (or $4.1 million in the aggregate), respectively. If the over-allotment option is not exercised, the aggregate dividends on our Class B common stock for the initial dividend payment periods would be $0.665 per share (or $8.5 million in the aggregate). We believe that, in order to fund dividends to holders of our Class A common stock at the rate of $0.848 per share per annum from cash generated by our business, our EBITDA for the 12-month period ending December 31, 2005 would need to be at least $63.3 million (assuming the over-allotment option is exercised in full). The Class B dividends are subject to the annual subordination provisions described above and may be reduced or not paid at all in any given year.

        We have chosen the 12-month period ending December 31, 2005 as the most relevant period for illustrating our ability to pay our intended quarterly dividend of $0.212 per share on our Class A common stock for the period from January 2, 2005 through December 31, 2005 because if our EBITDA for the 12-month period ending December 31, 2005 were at or above $63.3 million, we would be permitted to pay dividend on our Class A common stock at this level for the initial dividend payment periods under the restricted payment covenants in the indenture governing the notes, the indenture governing our senior subordinated notes and under the terms of our new revolving credit facility.

        The following table sets forth our calculation illustrating that $73.4 million of EBITDA (assuming the EIS over-allotment option is exercised in full) for the twelve month period ending December 31, 2005 would be sufficient to fund our intended dividends on our Class A common stock of $17.0 million in the aggregate and $4.1 million of Class B dividends in the aggregate and would satisfy our restricted

18

payment covenants. See "—Restrictions on Dividend Payments" below for a discussion of our restricted payment covenants.

Estimated Cash Available to Pay Dividends on Class A and Class B Common Stock Based on Estimated Minimum EBITDA (assuming full exercise of the EIS underwriters' over-allotment option)
		(Dollars in thousands)
Estimated minimum EBITDA for the twelve-month period ending December 31, 2005(1)		$	73,363
Less:
	Estimated capital expenditures(2)		7,250
	Estimated cash interest expense(3)		39,096
	Estimated cash income taxes(4)		—
	Estimated cash available to pay dividends on our Class A common stock(6)		27,017
Less:
Estimated dividends on Class A common stock			16,960
	Dividend restricted cash(5)		6,000
Estimated cash available to pay dividends on our Class B common stock(6)		$	4,057
Estimated fixed charge coverage ratio derived from the above(7)			1.9x
Estimated consolidated interest coverage ratio derived from the above(8)			1.8x
Estimated consolidated senior leverage ratio derived from the above(9)			3.3x
Estimated consolidated total leverage ratio derived from the above(10)			5.5x

        The table below illustrates for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, pro forma as adjusted to reflect the full 12 month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, the amount of cash that would have been available for distribution to our stockholders subject to the assumptions described in the table.

		Assuming Full Exercise of the EIS Underwriters' EIS Over-Allotment Option
Pro Forma Cash Available to Pay Dividends		Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
		(Dollars in Thousands)
Net cash provided by operating activities		$	27,431		$	18,075
Interest expense, net			31,205			41,515
Income taxes			9,519			9,736
Amortization of deferred debt issuance costs and bond discount			(2,839	)		(2,419	)
Write-off of pre-existing deferred debt issuance costs			(1,831	)		—
Deferred income taxes			(4,382	)		(5,266	)
Changes in assets and liabilities, net of effects of business acquired			2,803			10,195
EBITDA			61,906			71,836
Pro forma adjustments for Ortega acquisition:(11)
	Net income from Ortega		3,283			2,220
	Interest expense, net		(195	)		(1,703	)
	Income taxes		2,081			1,395
	Depreciation and amortization		659			115
Pro forma EBITDA			67,734			73,863
Add-back of management fees-related party(12)			500			500
Add-back of excess corporate overhead costs allocated by the seller of Ortega(13)			3,143			—
Reduction for estimated additional public company administrative costs(12)			(1,000	)		(1,000	)
Pro forma EBITDA, as further adjusted			70,377			73,363
Reduction for estimated cash income tax expense(4)			—			—
Interest expense on 8.0% senior notes(3)			(19,200	)		(19,200	)
Interest expense on 12.0% senior subordinated notes(3)			(19,896	)		(19,896	)

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Capital expenditures(2)			(7,250	)		(7,250	)
	Cash available to pay dividends	$	24,031		$	27,017

(1)

The estimated minimum EBITDA excludes one time charges that will be incurred during this period as part of this offering, including (i) non-cash expense of $4.2 million relating to the exercise of management options concurrent with the Transactions and (ii) payment of transaction bonuses of $5.5 million which will be funded with proceeds from this offering and the Transactions. See "Use of Proceeds."

Our estimated minimum EBITDA is not directly comparable to our historical EBITDA because we estimate we will incur annually approximately $1.0 million in incremental ongoing expenses associated with being a public EIS issuer, including director and officer liability insurance, expenses relating to the annual stockholders' meeting, printing expenses, investor relations expenses, additional filing fees, additional trustee fees, registrar and transfer agent fees, directors' fees, additional legal fees, listing fees and miscellaneous fees less existing management fees to related parties of $0.5 million that will no longer be paid following the consummation of this offering. We believe our estimated minimum EBITDA is directly comparable to our pro forma EBITDA as further adjusted because we have subtracted the estimated $1.0 million in incremental ongoing expenses associated with being a public EIS issuer and added the $0.5 million in management fees to our estimated minimum EBITDA.

(2)

Represents the mid-point of our expected range for capital expenditures for each of 2004 and 2005. Historically our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures for each of fiscal years 2004 and 2005 within the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources."

(3)

Represents our anticipated cash interest expense under our post-closing capital structure. Accordingly, it reflects 12.0% interest on $143.0 million (assuming the over allotment is exercised in full) of senior subordinated notes represented by EISs and $22.8 million of senior subordinated notes not represented by EISs. Reflects interest at 8.0% on $240.0 million of senior notes.

(4)

Represents our anticipated cash income tax expense under our post-closing capital structure assuming that our EBITDA for this period is up to $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the EIS underwriters' over-allotment option for the twelve months ended July 3, 2004. Management estimates that our federal and state cash taxes for the twelve months ended December 31, 2005 should be approximately zero dollars taking into account projected refunds in respect of prior taxable years expected to be received in the third quarter of 2005 assuming that our EBITDA for this period is $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the EIS underwriters' over-allotment option for the twelve months ended July 3, 2004. We will apply approximately $2.9 million of projected tax overpayments attributable to fiscal 2003 and 2004 to projected estimated tax payments due during the first and second quarters of fiscal 2005. In addition, the federal net operating loss projected for the 2004 fiscal year will be carried back, resulting in a projected cash refund of approximately $2.9 million which will be used in part to pay estimated taxes with respect to the third and fourth quarters of 2005 and in part to pay the balance of our fiscal 2005 projected state income tax liability. In computing our cash taxes, as adjusted for the Transactions for this period, we have assumed the following incremental deductions from taxable income resulting from the Transactions totaling $23.9 million: (i) approximately $13.5 million relating to the write-off of existing deferred financing costs and costs associated with the retirement of existing senior subordinated notes; (ii) approximately $4.2 million related to the deduction of other costs due to the exercise of certain management options; (iii) payment of transaction bonuses of $5.5 million; and (iv) write-off of existing bond discount of $0.7 million. Given that we expect our net cash taxes for the twelve month period ending December 31, 2005 to be zero dollars (assuming that our EBITDA for this period is up to $73.4 million), taking projected refunds into account, we have assumed our net cash taxes for the twelve month period ended July 3, 2004 presented above to also be zero dollars taking projected refunds into account, assuming the Transactions occurred at the beginning of the period. Although we expect our net cash income tax expense to be zero dollars for the twelve month period ending December 31, 2005 assuming that our EBITDA for this period is up to $73.4 million, in future fiscal periods we expect to be

20

required to pay net cash income taxes. Furthermore, if our EBITDA is greater than $73.4 million, we may be required to pay federal and/or state cash taxes for this period as well.

(5)

Under our organizational documents, our EBITDA otherwise available for the payment of Class B dividends is reduced by an amount equal to $6.0 million annually.

(6)

Assuming full exercise of the underwriters' EIS over-allotment option.

			Dividends
		Number of Shares
			Per Share		Aggregate
Estimated dividends on our Class A common stock		20,000,000	$	0.848	$	16,960
Estimated dividends on our Class B common stock		7,556,446	$	0.537	$	4,057
	Estimated dividends on our outstanding common stock				$	21,017

The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the EIS underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $75.7 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

(7)

Fixed charge coverage ratio is defined as EBITDA divided by cash interest expense. Under the indentures governing the senior subordinated notes and the senior notes, we may not pay dividends on our capital stock if our fixed charge coverage ratio for the four most recent fiscal quarters is less than 1.6 to 1.0.

(8)

Consolidated interest coverage ratio is defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated interest coverage ratio of not less than 1.35 to 1.0.

(9)

Consolidated senior leverage ratio is defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated senior leverage ratio of not more than 3.75 to 1.0.

(10)

Consolidated total leverage ratio is defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated total leverage ratio of not more than 6.0 to 1.0.

(11)

For the year ended January 3, 2004, represents adjustments to our historical EBITDA for the period from December 29, 2002 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to our historical EBITDA for the period from June 29, 2003 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(12)

Represents the add-back of $0.5 million of annual management fees to a related party and the reduction of $1.0 million for estimated annual additional public company administrative costs.

(13)

Represents the reduction of corporate overhead costs allocated by Nestlé to the Ortega line of products for the period prior to the acquisition. These allocations include costs related to employee benefits, human resources, management information systems, finance, selling and other general and administrative expenses. Had Ortega's operations been included in our operations and cost structure from December 29, 2002 through the date of acquisition, management believes these costs or allocations would not have occurred. In the results for the twelve months ended July 3, 2004, which reflects the full integration of the Ortega line of products into our business, these comparable costs or allocations did not occur.

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         Following the payment of dividends on our Class A common stock as contemplated by our dividend policy, we would have had cash available to pay dividends on our Class B common stock as follows:

	Assuming Full Exercise of the EIS Underwriters' Over-Allotment Option
	Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
Cash available to pay Class A common stock dividends	$	24,031		$	27,017
Class A common stock dividends		(16,960	)		(16,960	)
Dividend restricted cash		(6,000	)		(6,000	)
Cash available to pay Class B common stock dividends		1,071			4,057
Class B common stock dividends(1)	$	1,071		$	4,057

(1)

The maximum amount of Class B dividends payable, would have been $1.1 and $4.1 million for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, respectively. Under our Class B dividend policy, the dividends paid on our Class B common stock in any year ending on or prior to January 2, 2010 will be equal to Class B Available Cash as defined above and are subordinated to dividends on our Class A common stock.

        As illustrated by the table above, for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, on a pro forma as adjusted basis to reflect the full twelve month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, we would have had sufficient cash available to pay dividends to the holders of our Class A and Class B common stock at the level set forth above. In addition, if our actual capital expenditures were at the high-point of our expected range of capital expenditures instead of at the mid-point of our expected range, cash available to pay Class A common stock dividends and Class B common stock dividends would have been reduced by a further $750,000 during each period presented; consequently, we would have had sufficient cash available to pay dividends to the holders of our Class A common stock at the level set forth above and we would have further reduced our Class B dividends for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004 by $750,000.

Assumptions and Considerations

        Based upon a review and analysis conducted by our management and our board of directors and subject to the assumptions and considerations set forth below and the risks set forth under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, and we have determined that the assumptions as to capital expenditures, cash interest expense and cash taxes set forth in the preceding tables are reasonable. We considered numerous factors in establishing our belief concerning the EBITDA and cash available to pay dividends required to support our dividend policy and our belief that our minimum EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, including the following:

•

our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition was $73.4 million;



•

for fiscal year 2003, our EBITDA was $61.9 million. Results for 2003 include the results of Ortega since the date of acquisition in August 2003 through the end of the fiscal period. Absent our acquisition of Ortega we would not be able to meet our estimated minimum EBITDA for the twelve-months ended December 31, 2005 of $73.4 million. With the pro forma effect of our acquisition of Ortega, our cash available to pay Class A and Class B dividends would have been sufficient to pay dividends at the levels set forth above. We would not have paid any Class B

22

dividends for the fiscal year ended January 3, 2004. We believe, based upon our and Ortega's historical performance and the other assumptions and considerations set forth under this heading, that our acquisition of Ortega provides us with the means to meet our estimated minimum EBITDA for the twelve months ended December 31, 2005 necessary to pay the Class A dividends in full;

•

we expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal years 2004 and 2005. Historically, our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures between the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million;



•

while our working capital balances may vary, there has not been a recent trend toward material working capital growth; our recent historical working capital usage includes, for example, our semi-annual interest payment on our existing senior subordinated notes of $10.6 million paid in our first and third quarters; we do not expect to have cash needs and do not anticipate having to borrow under our new revolving credit facility to fund changes in working capital in the aggregate for the 12-month period ending December 31, 2005; and



•

based upon a pro forma analysis of the impact of our new capital structure (including the payment of dividends at the level described above) on our operations and performance in prior years:



–

our new revolving credit facility would have had sufficient capacity to finance the fluctuations we experienced historically in working capital and our other cash needs; and



–

we do not anticipate borrowing under our new revolving credit facility to pay dividends for any quarterly dividend payment period through at least the quarterly dividend payment period ending on December 31, 2005.

        We have also assumed that:

•

our general business climate, including such factors as consumer demand for our products, competitive activity and costs of key commodities, labor and energy, will remain consistent with previous financial periods, except to the extent changes in our general business climate or such factors during the pertinent period are reasonably foreseeable; and



•

there will be no extraordinary business event such as a product recall or other regulatory event that might adversely affect our financial results, or any material adverse development that impairs our ability to manufacture, package and distribute our products or that impairs the market for or the pricing of our products, other than those events and developments the occurrence of which during the pertinent period are reasonably foreseeable.

See "Risk Factors—Risks Specific to Our Company" for a discussion of risks related to these assumptions.

        If our EBITDA for the 12-month period ending December 31, 2005 were to be below $63.3 million, if our assumptions as to capital expenditures, interest expense or the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect or if other assumptions stated above were to prove incorrect or if our capital expenditures are at the higher end of our expected range of capital expenditures, we would need either to reduce or eliminate dividends on our Class A common stock or, to the extent we were permitted to do so under the indenture governing

23

our notes, the indenture governing our senior subordinated notes and the terms of our new revolving credit facility, to fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        We do not currently intend to borrow under our new revolving credit facility to fund the payment of any dividends on our Class B common stock.

        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 due to the diversity of our product and brand portfolio. We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers 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. We expect to generate sufficient cash, in the aggregate, during the 12-month period ending December 31, 2005 to cover any changes in our working capital requirements. We will also have additional borrowing capacity of up to $30 million, less outstanding letters of credit ($0.6 million at July 3, 2004), under our new revolving credit facility if our internally generated cash is insufficient to cover changes in our working capital requirements.

        We cannot assure you that our EBITDA will in fact be at least $73.4 million (or $63.3 million, the minimum EBITDA required to support payment of dividends on the Class A common stock in accordance with our dividend policy) or that it will equal or exceed our historical EBITDA, and our belief that it will be at least $73.4 million is subject to all of the risks, considerations and factors identified in other sections of this prospectus, including those identified in the section entitled "Risk Factors."

        As noted above, we intend to pay dividends for the period from January 2, 2005 through December 31, 2005, the initial dividend payment periods. We have estimated our minimum EBITDA for the 12-month period ending December 31, 2005, which we believe is the most relevant 12-month period for determining cash flow available to pay our intended dividends on our Class A common stock and Class B common stock for the initial dividend payment periods. There can be no assurance that during or following the initial dividend payment periods we will pay dividends at the levels estimated above, or at all. Dividend payments are not mandatory or guaranteed, are within the absolute discretion of our board of directors and will be dependent upon many factors and future developments that could differ materially from our current expectations. Over time, our EBITDA and capital expenditure, working capital and other cash needs will be subject to uncertainties, which could impact the level of any dividends we pay in the future.

        Interest on indebtedness under our new revolving credit facility will be floating. As a result, our interest expense under our new revolving credit facility will increase if we have any outstanding borrowings under the revolving credit facility and may further increase if interest rates in the general economy rise. To the extent we finance capital expenditures, working capital or other cash needs with indebtedness under our revolving credit facility or otherwise, we will begin to incur incremental cash interest expense and debt service obligations that could reduce our cash available to pay dividends.

        Our intended policy to distribute rather than retain cash available to pay dividends (up to the intended dividend rates set forth above) is based upon our current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or other developments (which could, for example, increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it were to determine that we had insufficient cash to take advantage of growth opportunities. Although management currently has no specific plans to increase capital spending to materially expand our business, management will evaluate

24

acquisition opportunities as they arise and may pursue opportunities that it believes may result in net increases to our cash available for distribution.

Restrictions on Dividend Payments

        Our ability to pay future dividends, if any, with respect to shares of our capital stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years. We do not anticipate that we will have sufficient earnings to pay dividends and therefore expect that we will pay dividends out of surplus. Although we believe we will have sufficient surplus to pay dividends at the intended level on our Class A common stock and Class B common stock during the initial dividend payment periods following the closing of the Transactions, our board of directors will seek periodically and from time to time to assess the appropriateness of the then current dividend policy before actually declaring any dividends.

        The indentures governing our notes and senior subordinated notes will restrict our ability to declare and pay dividends on our common stock as follows:

•

we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such payment plus certain incremental funds described in the indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0;



•

at any time the fixed charge coverage ratio for the four preceding fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds;



•

if our net cash balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then we may only use up to 98% of our excess cash pursuant to the first bullet of this paragraph until the earlier of (a) the first fiscal year end thereafter at which our net cash balance (which is the amount of cash and cash equivalents set forth on our consolidated balance sheet as of such period end minus funded indebtedness under any secured revolving credit facility) equals or exceeds $10.0 million or (b) the first fiscal quarter thereafter at which our net cash balance exceeds $12.5 million; and



•

we may not pay any dividends on any dividend payment date if a default or event of default under the indenture has occurred or is continuing.

        Notwithstanding the foregoing restrictions set forth in the indentures, under the terms of the indentures we will be permitted to pay dividends on our Class A common stock at the intended dividend rate on January 30, 2005 dividend payment date for the partial quarterly dividend payment period ending January 1, 2005 and the first three full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005 so long as no event of default has occurred and is continuing or would be caused by such dividend payments. See "Description of Notes" for a more complete description of the dividend restriction described above.

        Excess cash is defined in the indenture governing the senior subordinated notes, under the terms of the new revolving credit facility and in the indenture governing our notes. Excess cash is calculated as consolidated cash flow, as defined in the indentures and under the terms of the new revolving credit

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facility (and which is equivalent to the term EBITDA), minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness. Excess cash is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. Excess cash is not a complete net cash flow measure because excess cash is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to fund changes in its working capital, acquisitions, if any, and repay its debt and pay its dividends. Rather, excess cash is one potential indicator of our ability to fund these cash requirements in compliance with our debt agreements. Excess cash is also not a complete measure of our profitability because it does not include costs and expenses for depreciation and amortization. We believe that the most directly comparable GAAP measure to excess cash is net cash provided by operating activities. We present a reconciliation of EBITDA (equivalent to consolidated cash flow) to net cash provided by operating activities for fiscal 2001, 2002 and 2003 and the twenty-six week period ended June 28, 2003 and twenty-six week period ended July 3, 2004 in "Management's Discussion and Analysis of Financial Condition and Results of Operations." We believe excess cash is indicative of our ability to declare and pay dividends on our common stock, including the Class A and Class B common stock, in compliance with the restricted payment covenants under the indenture governing the senior subordinated notes, the terms of our new revolving credit facility and the indenture governing the notes. See "Excess Cash" under "Description of Notes—Certain Definitions."

        Excess cash does not represent the amount we intend to distribute as dividends for any quarterly period but rather is a restriction on the maximum level of dividend payments, if any, that we will be permitted to declare and pay under the terms of the indentures governing our senior subordinated notes and notes and under and our new revolving credit facility.

        In addition, the terms of our new revolving credit facility will also restrict our ability to declare and pay dividends on our common stock. In accordance with the terms of our new revolving credit facility, we will not be permitted to declare or pay dividends unless we are permitted to do so under the indenture governing the notes and senior subordinated notes. In addition, our new revolving credit facility will not permit us to pay dividends unless we maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0;



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.75 to 1.0; and



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        See "Description of Certain Indebtedness."

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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. Any of the following risks could materially and adversely affect our business, consolidated financial condition, results of operations or liquidity. In such case, you may lose all or part of your original investment.

Risks Relating to this Offering

We have substantial indebtedness, which could:

•

restrict our ability to service the notes; and

•

impact our financing options and liquidity position.

        We currently have and following this offering and the other Transactions will continue to have a significant amount of indebtedness. At July 3, 2004, after giving pro forma effect to this offering and the other Transactions, we would have had $240.0 million of senior indebtedness and $147.1 million of senior subordinated indebtedness ($165.8 million if the over-allotment option related to the EIS offering is exercised in full).

        The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of the notes, including:

•

our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited;



•

we may not be able to refinance our indebtedness on terms acceptable to us or at all;



•

a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations and capital expenditures; and



•

we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

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.

        While our new revolving credit facility will contain total leverage, senior leverage and cash interest coverage maintenance covenants and the indentures governing the notes and senior subordinated notes will contain incurrence covenants that will restrict our ability to incur debt as described under "Description of Notes," and "Description of Certain Indebtedness" as long as we meet these financial covenant tests we will be allowed to incur additional indebtedness. In addition, the indenture governing the notes will allow us to issue additional notes and additional senior subordinated notes with terms identical (other than issuance date) to the notes and the senior subordinated notes we are currently offering under certain circumstances.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We may not be able to repay or refinance the notes, the new revolving credit facility or the senior subordinated notes upon terms acceptable to us if at all.

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

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        A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently intend to distribute a significant portion of any remaining cash flow to our stockholders in the form of dividends. Moreover, prior to the maturity of the notes, we will not be required to make any payments of principal on the notes.

        Our ability to continue to expand our business will, to a certain extent, be dependent upon our ability to borrow funds under our new revolving credit facility and to obtain other third-party financing, including through the sale of securities. The new revolving credit facility will be subject to periodic renewal or must otherwise be refinanced. If we are unable to refinance our indebtedness, including our new revolving credit facility or the notes, on commercially reasonable terms or at all, we would be forced to seek other alternatives, including:

•

sales of assets;



•

sales of equity; and



•

negotiations with our lenders or noteholders to restructure the applicable debt.

        In addition, if we are unable to refinance the notes or the senior subordinated notes, our failure to repay all amounts due on the applicable maturity date would cause a default under the applicable indenture.

        If we are forced to pursue any of the above options, our business and/or the value of your investment in the notes could be adversely affected.

We are a holding company and we rely on dividends, interest and other payments, advances and transfers of funds from our subsidiaries to meet our debt service and other obligations.

        We are a holding company and all of our assets are held by our direct and indirect subsidiaries and we will rely on dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the new revolving credit facility, the terms of the indenture governing the notes and the covenants of any future outstanding indebtedness we or our subsidiaries incur.

We will be subject to restrictive debt covenants and other requirements related to our debt that will limit our business flexibility by imposing operating and financial restrictions on our operations.

        The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:

•

the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock;



•

the payment of dividends on, and purchase or redemption of, capital stock;



•

a number of other restricted payments, including investments;



•

specified sales of assets;



•

specified transactions with affiliates;



•

the creation of a number of liens; and



•

consolidations, mergers and transfers of all or substantially all of our assets.

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        The new revolving credit facility will require us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, the following: a maximum leverage ratio, a minimum interest coverage ratio and a maximum senior leverage ratio.

        Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under the new revolving credit facility, the indenture governing the notes and/or the indenture governing the senior subordinated notes. In addition, upon the occurrence of an event of default under the new revolving credit facility or the indenture governing the notes, the lenders could elect to declare all amounts outstanding under the new revolving credit facility and the notes, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness, including the notes.

The indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. Any amounts paid by us in the form of dividends to our stockholders will not be available in the future to satisfy our obligations to the holders of the notes and our other indebtedness.

        Although we expect the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes will have some limitations on our payment of dividends, they will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. Following completion of the EIS offering, we intend to pay quarterly dividends on our Class A common stock and annual dividends on our Class B common stock as described herein. See "Summary—Divided Payments to Holders of EISs." Specifically, the indenture governing the notes permits us to use up to 100% of our excess cash (which is consolidated cash flow, as defined in the indenture, minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the indenture for the payment of dividends, so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available period is not less than 1.6 to 1.0, subject to certain limitations, as more fully described in "Description of Notes—Certain Covenants—Restricted Payments." In addition, at any time the fixed charge coverage ratio for such four-fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds. The new revolving credit facility (subject to certain financial ratio requirements) and the indenture governing the notes will permit us to use up to 100% of our excess cash, as defined in the new revolving credit facility and the indenture governing the notes and described in detail in "Description of Notes—Certain Covenants" and "Description of Certain Indebtedness—New Revolving Credit Facility" plus certain other amounts under certain limited circumstances to fund dividends on our shares of common stock. Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations to the holders of our notes and our other other indebtedness.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

        At July 3, 2004 our total assets included intangible assets in the amount of $382.1 million, representing approximately 67.7% of our total consolidated assets. The value of these intangible assets will continue to depend significantly upon the continued profitability of the respective brands. As a

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result, in the event of a default on the notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

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

        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 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 new senior credit facilities will not allow such repurchases. See "Description of Notes—Repurchase at the Option of Holders."

Your right to receive payments on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all the guarantors' existing and future secured indebtedness.

        Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, we and certain of our subsidiaries, including the guarantors, are parties to the new revolving credit facility, which will be secured by liens on substantially all of our and the guarantors' assets. The notes will be effectively subordinated to all that secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

        As of July 3, 2004, on a pro forma basis after giving effect to the Transactions, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries would have been zero, and approximately $29.4 million would have been available for additional borrowing under the new revolving credit facility (net $0.6 million reserved for issued and outstanding letters of credit). We will be permitted to borrow substantial additional indebtedness, including additional secured debt, in the future under the terms of the indenture. See "Description of Certain Indebtedness—New Revolving Credit Facility."

Holders of the notes will be structurally subordinated to the debt of our non-guarantor subsidiaries.

        Our present foreign subsidiary and any future foreign or partially owned domestic subsidiaries will not be guarantors of the notes. As a result, no payments are required to be made to us from the assets of these subsidiaries.

        In the event of bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, would generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us for payment to you. As a result, the notes are effectively subordinated to the indebtedness of the non-guarantor subsidiaries.

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        As of July 3, 2004, our non-guarantor subsidiary, Les Produits Alimentaires Jacques et Fils Inc., had no net sales and total assets of $1.0 million or 0.2% of our consolidated assets and total liabilities, excluding liabilities owed to us, of $2.1 million or 0.4% of our consolidated liabilities.

If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries.

        Under 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 debt of the guarantor, if, among other things, the guarantor, at the time that it assumed the guarantee:

•

issued the guarantee to delay, hinder or defraud present or future creditors; or



•

received less than reasonably equivalent value or fair consideration for issuing the guarantee and, at the time it issued the guarantee:



•

was insolvent or rendered insolvent by reason of issuing the guarantee and the application of the proceeds of the guarantee;



•

was engaged or about to engage in a business or a transaction for which the guarantor's remaining assets available to carry on its business constituted unreasonably small capital;



•

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



•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

        In addition, any payment by the guarantor under 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 or the guarantee could be subordinated to other debt of the guarantor.

        The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•

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



•

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.

        We cannot be sure what standard a court would apply to determine whether the subsidiary guarantors were solvent at the relevant time. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the subsidiary guarantees would not be voided or the subsidiary guarantees would not be subordinated to their other debt.

        The guarantee of the notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or subordinate these obligations to the subsidiary guarantor's other debt or take action detrimental to holders of the notes. If the guarantee of any subsidiary guarantor were voided, the notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

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Interest on the senior subordinated notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

        If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern. In the case of foreign holders, treatment of the senior subordinated notes as equity for U.S. federal income tax purposes would subject such holders in respect of the senior subordinated notes to withholding or estate taxes in the same manner as with regard to common stock and could subject us to liability for withholding taxes that were not collected on payments of interest. Therefore, foreign holders would receive any such payments net of the tax withheld.

        Even if the IRS does not challenge the tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of changes in circumstances or facts that come to light after this offering, conclude that we should establish a reserve for contingent tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        For discussion of these tax related risks, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Policies; Use of Estimates—Income Tax Expense Estimates and Policies."

The market price for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes.

Risks Specific to Our Company

The packaged food industry is highly competitive.

        The packaged food industry is highly competitive. Numerous brands and products, including private label 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 are substantially less leveraged than our company. If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors cause our products to lose market share or result in significant price erosion, our business, consolidated financial

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condition, results of operations or liquidity could be materially and adversely affected. See "Business—Competition."

We may be unable to maintain our profitability in the face of a consolidating retail environment.

        Our largest customer, Wal-Mart Stores, Inc., accounted for 6.1% of our fiscal 2003 pro forma net sales and our ten largest customers together accounted for approximately 37.0% of our fiscal 2003 pro forma net sales. As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. Further, these customers are reducing their inventories and increasing their emphasis on private label products. If we fail to use our marketing expertise and unique products and category leadership positions to respond to these trends, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, our profitability may be adversely affected.

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. In addition, we do not maintain key-man life insurance on any of our executive officers. As a result, departure by our executive officers could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. See "Our Management."

Most of our food product categories are mature and certain categories have experienced declining consumption rates from time to time. We may be unable to offset any reduction in net sales in these categories through increased trade spending for these categories or an increase in net sales in other categories.

        If consumption rates and sales in our mature food product categories continue to decline, our revenue and operating income may be adversely affected, and we may not be able offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories.

We may have difficulties integrating any future acquisitions or identifying new licensing arrangements.

        We may pursue additional acquisitions of food product lines and businesses. However, we may be unable to identify additional acquisitions or may be unable to integrate and manage any acquired product lines or businesses successfully or achieve a substantial portion of any anticipated cost savings from these acquisitions or other anticipated benefits in the timeframe we anticipate, or at all. In addition, any acquired product lines or businesses may require a greater amount of trade and promotional spending than we anticipate. Historically, we have grown net sales for some but not all of the brands we have acquired. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired companies, personnel turnover and the diversion of management's attention from other business concerns. Any inability by us to integrate and manage any acquired product lines or businesses in a timely and efficient manner, any inability to achieve a substantial portion of any anticipated cost savings or other anticipated benefits from these acquisitions in the time frame we anticipate or any unanticipated required increases in trade or promotional spending could adversely affect our business, consolidated financial condition, results of operations or liquidity. Moreover, future acquisitions by us could result in our incurring substantial additional indebtedness, being exposed to contingent liabilities or incurring the impairment of goodwill and other intangible assets, all of which could adversely affect our financial condition and results of operations. In addition, we intend to pursue licensing arrangements with third parties to expand our

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brand and product offerings. However, we may be unable to identify additional licensing arrangements or achieve benefits anticipated from these arrangements.

We are vulnerable to fluctuations in the supply and price of raw materials and labor, manufacturing and other costs, and we may not be able to offset increasing costs by increasing prices to our customers.

        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, these contracts do not protect us from all increases in raw material costs. In addition, the cost of labor, manufacturing and packaging materials and pork and chicken and other costs related to the production and distribution of our food products have risen in recent years, and we believe that they may continue to rise in the foreseeable future. Over the past several years, due primarily to an increase in price competition, we and other manufacturers throughout the packaged food industry have been unable to offset increased costs by raising prices to our customers. If the cost of labor, raw materials or manufacturing or other costs of production and distribution of our food products continue to increase, and we are unable to offset these increases by raising prices or other measures, our profitability and financial condition could be negatively impacted.

We rely on co-packers for a significant portion of our manufacturing needs, and the inability to enter into additional or future co-packing agreements may result in our failure to meet customer demand.

        We rely upon co-packers for a significant portion of our manufacturing needs. The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe 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 could not assure you that we would 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 "Business—Facilities and Production—Co-Packing Arrangements."

The loss of our exclusive license with Emeril's Food of Love Productions, L.L.C. or events or rumors relating to the Emeril's brand could adversely impact our operating results.

        Approximately 6.8% of our pro forma net sales come from our exclusive license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). The value of our license agreement depends in part on the reputation and integrity of Emeril Lagasse, under whose name the Emeril's products are marketed. Mr. Lagasse is a widely recognized chef who currently enjoys celebrity status for his ability to prepare gourmet foods. Consumer and customer recognition of Mr. Lagasse and the Emeril's brand and the association of this brand with safe and high quality food products form an integral part of our Emeril's products. Should Mr. Lagasse's popularity decline, or should our exclusive license with EFLP be lost or compromised for any reason, our operating results could be adversely impacted. In addition, EFLP may terminate the license agreement at any point if we fail to meet our obligations under the agreement.

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We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success of our business, and should they perform poorly or give higher priority to other brands or products, our business could be adversely affected.

        We sell our products principally to retail outlets and wholesale distributors including, traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. The replacement by or poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers could materially and adversely affect our results of operations and financial condition. In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support.

We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.

        Our success will depend in part on our ability to anticipate and offer products that appeal to the changing tastes, dietary habits and product packaging preferences of consumers in the market categories in which we compete. If we are not able to anticipate, identify or develop and market products that respond to these changes in consumer preferences, demand for our products may decline and our operating results may be adversely affected. In addition, we may incur significant costs related to developing and marketing new products or expanding our existing product lines in reaction to what we perceive to be increased consumer preference or demand. Such development or marketing may not result in the volume of sales or profitability anticipated.

Severe weather conditions and natural disasters can affect crop supplies and reduce our operating results.

        Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect the supply the raw materials that we use for our products. Our maple syrup products, for instance, are particularly susceptible to severe freezing conditions in Quebec, Canada and Vermont during the season in which the syrup is produced. Competing manufacturers can be affected differently by weather conditions and natural disasters depending on the location of their supplies. If our supplies of raw materials are reduced, we may not be able to find enough supplemental supply sources on favorable terms, which could adversely affect our business and operating results.

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.

        As with other companies engaged in similar businesses, the nature of our operations expose us to the risk of liabilities and claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. Furthermore, our operations are 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. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Any environmental or health and safety legislation or regulations enacted in the future, or any changes in how existing or future laws or regulations will be enforced, administered or interpreted may lead to an increase in compliance costs or expose us to additional risk of liabilities and claims, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

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Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and compliance costs that could adversely affect our business.

        Our operations are subject to extensive regulation by the United States Food and Drug Administration (FDA), the United States Department of Agriculture (USDA) and other national, state and local authorities. 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 foods. Under this program the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. Furthermore, our processing facilities and products are subject to periodic inspection by federal, state and local authorities. Any changes in these laws and regulations could increase the cost of developing and distributing our products and otherwise increase the cost of conducting our business, which would adversely affect our financial condition. In addition, failure by us to comply with applicable laws and regulations, including future 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, consolidated financial condition, results of operations or liquidity. See "Business—Government Regulation."

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

        The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents or residues introduced during the growing, storage, handling or transportation phases of production. We have from time to time been involved in product liability lawsuits, none of which have been material to our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused injury, illness or death could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount which we believe to be adequate. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

        Furthermore, our products could potentially suffer from product tampering, contamination or spoilage or be mislabeled or otherwise damaged. Under certain circumstances, we may be required to recall products, leading to a material adverse effect on our business. Even if a situation does not necessitate a recall, product liability claims might be asserted against us. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Consumer concern regarding the safety and quality of food products or health concerns could adversely affect sales of certain of our products.

        If consumers in our principal markets lose confidence in the safety and quality of certain food products, our business could be adversely affected. The food industry is also subject to recent publicity concerning the health implications of obesity and trans fatty acids. Developments in any of these areas could cause our results to differ materially from results that have been or may be projected. For example, negative publicity about genetically modified organisms, whether or not valid, may discourage consumers from buying certain of our products or result in production and delivery disruptions.

36

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

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 230 trademarks which are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. We consider our trademarks to be of significant importance in our business. If, the actions we take to establish and protect our trademarks and other proprietary rights are not 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, it may be necessary for us to initiate or enter into litigation in the future to enforce our trademark rights or to defend ourself against claimed infringement of the rights of others. Any legal proceedings could result in an adverse determination that could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

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

        As of July 3, 2004, approximately 290 of our 796 employees were covered by collective bargaining agreements. Approximately 57 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 143 of our employees at our Portland and Biddeford, Maine facilities were represented by a collective bargaining agreement with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (AFL-CIO, Local No. 334). Approximately 90 of our employees at our Stoughton, WI facility were represented by a collective bargaining agreement with the Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union (Local No. 695). 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, consolidated financial condition, results of operations or liquidity. In addition, if upon the expiration of existing collective bargaining agreements we are unable to reach new agreements without union action or any such new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected. See "Business—Employees and Labor Relations."

Organized movements in the future, such as the recent grocer's strike in California, could significantly impact our sales and profitability.

        The grocer's strike in California, which began in October 2003 and ended March 2004, in response to proposed healthcare cuts by several large retail grocers, affected over 70,000 grocery workers in California, and had a negative impact on our net sales. Should a similar strike occur in California or elsewhere in the future, it may have a significant impact on our sales revenue and operating profits.

37

FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements, including without limitation the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." The words "believes," "anticipates," "plans," "expects," "intends," "estimates," "projects" 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. We believe important factors that could cause actual results to differ materially from our expectations include the following:

•

our substantial leverage;



•

intense competition, changes in consumer preferences, demand for our products, the effects of changing prices for our raw materials and other costs and local economic and market conditions;



•

our continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and markets in a consolidating environment at the retail and manufacturing levels, to improve productivity and to maintain access to credit markets;



•

the risks associated with the expansion of our business;



•

our possible inability to integrate any businesses we acquire;



•

our borrowing costs and credit ratings, which may be influenced by the credit ratings of our competitors;



•

factors that affect the food industry generally, including:



•

recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products, as well as recent publicity concerning the health implications of obesity and trans fatty acids; and



•

the effects of currency movements in Canada and fluctuations in the level of our customers' inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment;



•

The risk that the senior subordinated notes may be treated as equities for U.S. federal income tax purposes; and



•

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

        Developments in any of these areas, which are more fully described elsewhere in this prospectus and which descriptions are incorporated into this section by reference, could cause our results to differ materially from results that have been or may be projected by or on our behalf.

        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 us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

        We caution that the foregoing list of important factors is not exclusive. We urge you not to unduly rely on forward-looking statements contained in this prospectus.

38

USE OF PROCEEDS

The table below sets forth our estimate of the sources and uses of funds required to effect the Transactions, assuming the Transactions all occurred on July 3, 2004. See "Summary—The Transactions." The estimated sources and uses are based on the initial public offering price of $15.00 per EIS. Actual amounts may vary from the amounts shown below.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
8.0% senior notes due 2011 offered hereby		$	240,000
EISs(2)			260,870
Additional 12.0% senior subordinated notes due 2016			22,800
Cash on hand(3)			7,082
	Total sources	$	530,752

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of Class B common stock, preferred equity, options and warrants from existing investors(6)(7)(9)			113,860
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			39,115
	Total uses	$	530,752

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option is exercised in full with respect to the EIS offering, the net proceeds from this offering and the concurrent offerings of EISs and the additional senior subordinated notes are expected to be approximately $531.3 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the redemption of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 million shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our warrants to purchase Class B common stock. If the EIS underwriters exercise their over-allotment option with respect to the EIS offering in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 million outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.4 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $10.4 million and (iii) other costs of $10.0 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. We estimate the total compensation payable to the six most senior executive officers will be approximately $4.5 million (or $4.9 million if the underwriters' over-allotment option is exercised in full). Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

39

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of July 3, 2004:

•

on an actual basis, after giving effect to the merger of B&G Foods, Inc. into B&G Foods Holdings Corp. and the stock split in connection with the Transactions;



•

on a pro forma as adjusted basis as if this offering and the other Transactions had occurred on that date, assuming no exercise of the EIS underwriters' over-allotment option relating to the EIS offering; and



•

as further adjusted assuming full exercise of the EIS underwriters' over-allotment option relating to the EIS offering.

        You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," the audited consolidated financial statements and the notes to those statements included elsewhere in this prospectus and the financial data set forth under "Summary" and "Summary Historical and Pro Forma Consolidated Financial Data."

			As of July 3, 2004
			Actual			Pro Forma As Adjusted Assuming No Exercise of the EIS Underwriters' Over-Allotment Option			Pro Forma As Further Adjusted Assuming Full Exercise of the EIS Underwriters' Over-Allotment Option
			(Dollars in thousands)
Cash and cash equivalents			$	13,926		$	6,844		$	6,844
Long-term debt (including current maturities):
	Existing senior secured debt		$	148,875		$	—		$	—
	New revolving credit facility			—			—			—
	8.0% senior notes due 2011 offered hereby			—			240,000			240,000
	Existing 95/8% senior subordinated notes due 2007			219,287			—			—
	12.0% senior subordinated notes due 2016			—			147,148			165,800
		Total debt		368,162			387,148			405,800
Mandatorily redeemable preferred stock:				—			—			—
	Series C senior preferred stock, $0.01 par value per share. Authorized 25,000 shares; issued and outstanding 25,000 shares on an actual basis.			46,298			—			—
Stockholders' equity:
	13.0% Series A cumulative preferred stock, $0.01 par value per share. Authorized 22,000 shares; issued and outstanding 20,341 shares on an actual basis. No shares are authorized, issued and outstanding on an as adjusted basis and as adjusted for the EIS over-allotment			—			—			—
	13.0% Series B cumulative preferred stock, $0.01 par value per share. Authorized 35,000 shares; issued and outstanding 12,311 shares on an actual basis. No shares are authorized, issued and outstanding on an as adjusted basis and as adjusted for the EIS over-allotment			—			—			—
	Class A common stock, $0.01 par value per share. No shares authorized, issued and outstanding on an actual basis. 100,000,000 shares authorized, 17,391,305 shares issued and outstanding on an as adjusted basis, and 20,000,000 on an as adjusted basis for the EIS over-allotment			—			174	(2)		200	(2)
	Class B common stock, $0.01 par value per share. 250,000 shares authorized, 105,500 shares issued and outstanding on an actual basis. 25,000,000 shares authorized, 12,787,781 shares issued and outstanding on an as adjusted basis, and 7,556,446 on an as adjusted basis for the EIS over-allotment(1)			1	(1)		128	(2)		76	(2)
	Additional paid in capital			31,321			136,348	(3)		156,800	(3)
	Accumulated other comprehensive loss			(28	)		(28	)		(28	)
	Retained earnings (accumulated deficit)			26,698			(30,519	)(4)		(68,324	)(4)
		Total stockholders' equity		57,992			106,103			88,724
		Total capitalization	$	472,452		$	493,251		$	494,524

(1)

Excludes warrants to purchase 3,095,098 million shares of Class B common stock, with a nominal exercise price per share. Also excludes 803,623 vested options with an exercise price of $0.09 per share under all of our equity compensation plans. All such options (together with 30,770 unvested options with an exercise price of $0.09 per share under our equity compensation plans) and warrants to purchase 933,683 shares of our Class B common stock will be repurchased by us for cash simultaneously with this offering on the initial closing of the Transactions. If the EIS underwriters exercise their

40

over-allotment option in full we will repurchase warrants to purchase an additional 607,661 shares of our Class B common stock. The holders of the existing warrants have notified us that any warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants. Following the expiration date of the EIS underwriters' over-allotment option we will no longer have any options or warrants outstanding.

(2)

Changes to common stock, Class A and Class B (dollars in thousands):

Assuming no exercise of the EIS over-allotment option:
	Issuance of 17,391,305 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	174
	Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127
Assuming full exercise of the EIS over-allotment option:
	Issuance of 20,000,000 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	200
	Adjustment to reflect remaining 7,556,446 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		75

(3)

Changes to additional paid-in capital (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		136,348
		Total changes to additional paid-in capital			$	105,027
		Pro forma as adjusted assuming no exercise of the EIS over-allotment option			$	136,348
Assuming full exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		156,800
		Total changes to additional paid-in capital			$	125,479
		Pro forma as adjusted assuming full exercise of the EIS over-allotment option			$	156,800

(4)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock, preferred stock Series A and B, warrants and options		(36,240	)
	Fees related to the issuance of Class A common stock represented by EISs		(21,248	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		9,215
		Total changes to retained earnings			$	(57,217	)
		Pro forma as adjusted assuming no exercise of the EIS over-allotment option			$	(30,519	)
Assuming full exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock, preferred stock Series A and B, warrants and options		(73,622	)
	Fees related to the issuance of Class A common stock represented by EISs		(22,825	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		9,369
		Total changes to retained earnings			$	(95,022	)
		Pro forma as adjusted assuming full exercise of the EIS over-allotment option			$	(68,324	)

41

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 and unaudited consolidated financial statements and related notes to those statements included in this prospectus. The selected historical consolidated financial data as of and for the years ended January 1, 2000 (fiscal 1999), December 30, 2000 (fiscal 2000), December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our consolidated financial statements, which have been audited by KPMG LLP, independent registered public accounting firm. The selected historical consolidated financial data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements.

		Fiscal Year Ended															Twenty-six Weeks Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands, except ratios and per share data)
Statement of Operations Data(1):
Net sales(2)		$	336,112		$	351,416		$	279,779		$	293,677		$	328,356		$	143,823		$	184,412
Cost of goods sold			196,184			200,651			192,525			203,707			226,174			100,250			125,960
Gross profit			139,928			150,765			87,254			89,970			102,182			43,573			58,452
Sales, marketing and distribution expenses(2)			91,120			100,711			34,922			35,852			39,477			16,405			22,220
General and administrative expenses(3)			13,802			12,957			14,120			4,911			6,313	(6)		2,725	(6)		2,355
Management fees-related party			450			500			500			500			500			250			250
Environmental clean-up expenses			—			—			950			100			—			—			—
Special severance expenses			—			250			—			—			—			—			—
Operating income			34,556			36,347			36,762			48,607			55,892			24,193			33,627
Gain on sale of assets			—			—			(3,112	)(4)		—			—			—			—
Derivative gain			—			—			—			(2,524	)(5)		—			—			—
Interest expense, net			29,874			36,073			29,847			26,626			31,205			13,997			15,606
Income before income tax expense			4,682			274			10,027			24,505			24,687			10,196			18,021
Income tax expense			2,429			1,559			4,029			9,260			9,519			3,925			6,956
	Net income		2,253			(1,285	)		5,998			15,245			15,168			6,271			11,065
Less: preferred stock dividends accumulated			6,885			9,095			10,352			11,739			13,336			6,576			7,690
Net (loss) income available to common stockholders		$	(4,632	)	$	(10,380	)	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375
Basic shares outstanding			102.5			102.5			104.7			105.5			105.5			105.5			105.5
Basic net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	33.23		$	17.36		$	(2.89	)	$	31.99
Diluted shares outstanding			102.5			102.5			104.7			141.0			141.0			105.5			141.0
Diluted net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	24.87		$	12.99		$	(2.89	)	$	23.94
Other Financial Data(1):
EBITDA(7)		$	49,704		$	52,101		$	54,164		$	56,431		$	61,906		$	26,934		$	36,864
Net cash provided by operating activities			13,227			24,201			21,470			26,417			27,431			11,353			9,932
Capital expenditures			(5,500	)		(5,891	)		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
Payments for acquisition of business			(224,700	)		—			—			—			(118,179	)		—			—
Net proceeds from sale of assets			—			211			24,090			—			—			—			—
Net cash provided by (used in) financing activities			224,125			(12,831	)		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
Ratio of earnings to fixed charges(8)			1.2x			1.0x			1.3x			1.9x			1.8x			1.7x			2.1x
Senior debt/ EBITDA(11)			4.4x			4.0x			3.1x			1.0x			2.4x			0.8x	(10)		2.1x	(10)
Total debt/ EBITDA			6.9x			6.3x			5.3x			4.9x			6.0x			4.7x	(10)		5.1x	(10)
EBITDA/ Cash interest expense(12)			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x	(10)		2.5x	(10)

42

	Fiscal Year Ended										Twenty-six Weeks Ended
	January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
											(Unaudited)		(Unaudited)
	(Dollars in thousands)
Selected Balance Sheet Data(1):
Cash and cash equivalents	$	7,745	$	13,433	$	15,055	$	15,866	$	8,092	$	13,896	$	13,926
Net working capital(9)		51,662		55,602		34,787		54,100		59,245		50,220		68,054
Total assets		477,057		457,016		426,006		430,673		549,939		428,397		564,765
Total debt		340,892		329,323		289,275		273,796		368,796		263,735		368,162
Mandatorily redeemable preferred stock		25,099		28,752		32,931		37,714		43,188		40,359		46,298
Total stockholders' equity	$	32,968	$	28,028	$	29,861	$	40,351	$	49,991	$	43,993	$	57,992

(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; (b) the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition on March 15, 1999 and (c) the acquisition of Ortega from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc. to Nonni's Food Company, Inc. on January 17, 2001. Burns & Ricker sales for fiscal 2000 were $26.4 million.

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification has no effect on operating income. Due to the specificity of similar information not being available in our information systems for fiscal 1999 and 2000, we are unable to determine what the reclassification amounts should be for those years.

(3)

We adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $9.2 million, $9.5 million and $8.5 million in fiscal 1999, 2000 and 2001, respectively.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities for fiscal 1999, 2000, 2001, 2002 and 2003 and for the twenty-six weeks ended June 28, 2003 and twenty-six weeks ended July 3, 2004.

		Fiscal Year Ended											For the Twenty-six Weeks Ended
		January 1, 2000		December 30, 2000			December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
		(Dollars in thousands)
Net income		$	2,253	$	(1,285	)	$	5,998	$	15,245	$	15,168	$	6,271	$	11,065
Income taxes			2,429		1,559			4,029		9,260		9,519		3,925		6,956
Interest expense, net			29,874		36,073			29,847		26,626		31,205		13,997		15,606
Depreciation and amortization			15,148		15,754			14,290		5,300		6,014		2,741		3,237
	EBITDA	$	49,704	$	52,101		$	54,164	$	56,431	$	61,906	$	26,934	$	36,864

43

		Fiscal Year Ended															For the Twenty-six Weeks Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands)
Income tax expense		$	(2,429	)	$	(1,559	)		(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,874	)		(36,073	)		(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			(268	)		2,150			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,477			1,843			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			1,831			—			—
Gain on sale of assets			—			(93	)		(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(5,383	)		5,832			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	13,227		$	24,201		$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

(8)

We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of this computation, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of the sum of interest on indebtedness, amortized expenses related to indebtedness and an interest component of lease rental expense.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(11)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

			Fiscal Year Ended										For the Latest Twelve Months Ended
			January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
			(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan			220,000		208,750		168,962		54,856		149,625		44,679		148,875
Obligations under capital leases				892		573		313		—		—		—		—
		Senior debt	$	220,892	$	209,323	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875
EBITDA			$	49,704	$	52,101	$	54,164	$	56,431	$	61,906	$	56,036	$	71,836
Senior debt/EBITDA				4.4x		4.0x		3.1x		1.0x		2.4x		0.8x		2.1x

(12)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended															For the Latest Twelve Months Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,874		$	36,073		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814
Amortization of deferred financing and bond discount			(1,477	)		(1,843	)		(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			(1,831	)		—			(1,831	)
	Cash interest expense	$	28,397		$	34,230		$	27,875		$	23,940		$	26,535		$	25,772		$	28,347
EBITDA		$	49,704		$	52,101		$	54,164		$	56,431		$	61,906		$	56,036		$	71,836
EBITDA/Cash interest expense			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x			2.5x

44

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        On August 21, 2003, we acquired certain assets of Ortega for approximately $118.2 million including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of the term loan were used to fund the Ortega acquisition and refinance our then existing senior secured credit facility.

        The following unaudited pro forma condensed combined financial information of B&G Foods Holdings Corp. and subsidiaries as of and for the year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 gives pro forma effect to the following transactions:

•

our acquisition of Ortega; and



•

borrowings used to fund the acquisition of Ortega.

        The unaudited pro forma as adjusted condensed combined financial information gives pro forma effect to:

•

the Ortega acquisition and related financing described above; and



•

this offering and the other Transactions, as defined under "Summary—The Transactions" on pages 4 and 5 of this prospectus.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as of January 3, 2004 as follows:

	(Dollars in thousands)
Property, plant and equipment	$	5,964
Goodwill		76,310
Indefinite life intangible assets—trademarks		30,700
Other assets, principally net current assets		6,960
Other liabilities, principally net current liabilities		(2,039	)
Deferred income tax asset		284
	$	118,179

        The unaudited pro forma condensed combined statement of operations set forth below reflects pro forma adjustments that are based upon the historical statements of the acquired business giving effect to the transactions under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the "Unaudited Pro Forma Condensed Combined Financial Statements" that we believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent our results of operations or financial position that would have resulted had the transaction to which pro forma effect is given been consummated as of the date or for the period indicated.

        The unaudited pro forma condensed combined statements of operations and balance sheets and accompanying notes should be read in conjunction with the historical consolidated financial statements of our company and Ortega included in this prospectus.

45

	B&G Foods Holdings Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended January 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	328,356		$	46,457		—		$	374,813	$	—		$	374,813
Cost of goods sold		226,174			27,395		—			253,569		—			253,569
Gross profit		102,182			19,062		—			121,244		—			121,244
Sales, marketing and distribution expenses		39,477			13,893		(3,143	)(4)		50,227		—			50,227
General and administrative expenses		6,313	(3)		—		3,143	(4)		9,456		1,000	(7)		10,456
Management fees-related party		500			—		—			500		(500	)(7)		0
Operating income		55,892			5,169		0			61,061		(500	)		60,561	(8)
Interest expense, net		31,205			—		(195	)(5)		31,010		8,174	(9)		39,184
Income before income tax expense		24,687			5,169		195			30,051		(8,674	)		21,377	(8)
Income tax expense		9,519			—		2,081	(6)		11,600		(3,348	)(6)		8,252	(8)
Net income		15,168			5,169		(1,886	)		18,451		(5,326	)		13,125	(8)
Less: preferred stock dividends accumulated		13,336			—		—			13,336		(13,336	)(10)		—
Net income available to common stockholders	$	1,832		$	5,169	$	(1,886	)	$	5,115	$	8,010		$	13,125	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.16			N/A		N/A		$	0.44		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492			—		—			15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.12			N/A		N/A		$	0.33		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.44	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.44	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

46

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended June 28, 2003 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	143,823		$	37,479	$	—		$	181,302	$	—		$	181,302
Cost of goods sold		100,250			21,796		—			122,046		—			122,046
Gross profit		43,573			15,683		—			59,256		—			59,256
Sales, marketing and distribution expenses		16,405			12,426		(3,143	)(4)		25,688		—			25,688
General and administrative expenses		2,725	(3)		—		3,143	(4)		5,868		500	(7)		6,368
Management fees-related party		250			—		—			250		(250	)(7)		—
Operating income		24,193			3,257		—			27,450		(250	)		27,200	(8)
Interest expense, net		13,997			—		1,508	(5)		15,505		4,087	(9)		19,592
Income before income tax expense		10,196			3,257		(1,508	)		11,945		(4,337	)		7,608	(8)
Income tax expense		3,925			—		686	(6)		4,611		(1,674	)(6)		2,937
Net income		6,271			3,257		(2,194	)		7,334		(2,663	)		4,671	(8)
Less: preferred stock dividends accumulated		6,576			—		—			6,576		(6,576	)(10)		—
Net income available to common stockholders	$	(305	)	$	3,257	$	(2,194	)	$	758	$	3,913		$	4,671	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Diluted common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Diluted net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.15	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.15	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

47

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended July 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	184,412	$	—		$	184,412
Cost of goods sold		125,960		—			125,960
Gross profit		58,452		—			58,452
Sales, marketing and distribution expenses		22,220		—			22,220
General and administrative expenses		2,355		500	(7)		2,855
Management fees-related party		250		(250	)(7)		—
Operating income		33,627		(250	)		33,377	(8)
Interest expense, net		15,606		3,986	(9)		19,592
Income before income tax expense		18,021		(4,236	)		13,785	(8)
Income tax expense		6,956		(1,635	)(6)		5,321
Net income		11,065		(2,601	)		8,464	(8)
Less: preferred stock dividends accumulated		7,690		(7,690	)(10)		—
Net income available to common stockholders	$	3,375	$	5,089		$	8,464	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.29		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.22		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A		N/A		$	0.28	(21)
Class B common stock		N/A		N/A		$	0.28	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A		N/A		$	0.42	(21)
Class B common stock		N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

48

			B&G Foods Holdings Corp. and Subsidiaries Unaudited Pro Forma Condensed Combined Balance Sheets (Dollars in thousands)
			July 3, 2004(1)			Adjustments for the Transaction			As Adjusted for the Transaction
Assets
Cash and cash equivalents			$	13,926		$	(7,082	)(13)	$	6,844
Other current assets				115,607			(1,721	)(14)		113,886
Property, plant and equipment, net				44,081			—			44,081
Intangibles				382,110			—			382,110
Other assets				9,041			11,485	(14)		20,526
	Total assets		$	564,765		$	2,682		$	567,447
Liabilities and Stockholders' Equity
Current installments of long-term debt			$	1,500		$	(1,500	)(15)	$	—
Other current liabilities				45,845			(18,117	)(16)		27,728
Due to related party				208			—			208
Long-term debt, excluding current maturities				366,662			20,486	(15)		387,148
New revolving credit facility				—			—			—
Other liabilities				348			—			348
Deferred income taxes				45,912			—			45,912
	Total liabilities			460,475			869			461,344
Mandatorily redeemable preferred stock				46,298			(46,298	)(17)		—
Stockholders' equity:
	13% Series A cumulative preferred stock			—			—			—
	13% Series B cumulative preferred stock			—			—			—
	Common stock, Class A			—			174	(18)		174
	Common stock, Class B			1			127	(18)		128
	Additional paid-in capital			31,321			105,027	(19)		136,348
	Accumulated other comprehensive loss			(28	)		—			(28	)
	Retained earnings (accumulated deficit)			26,698			(57,217	)(20)		(30,519	)
	Total stockholders' equity			57,992			48,111			106,103
		Total liabilities and stockholders' equity	$	564,765		$	2,682		$	567,447

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

49

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(1)

Represents our historical consolidated statement of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 which are included elsewhere in this prospectus.



(2)

Represents Ortega's historical unaudited statement of direct revenue and direct expenses from January 1, 2003 through August 20, 2003 for the fiscal year ended January 3, 2004 and January 1, 2003 through June 30, 2003 for the twenty-six weeks ended June 30, 2003.



(3)

General and administrative expenses includes a bad debt expense incurred for fiscal 2003 and the twenty-six weeks ended June 28, 2003 of approximately $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed under Chapter 11 of the Bankruptcy Code on April 1, 2003.



(4)

Represents the classification of certain Ortega expenses to our reporting format. This amount represents corporate overhead allocations from Nestlé. These allocations represent charges that were attributable to Ortega and include Nestlé's related costs, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses.






Had Ortega's operations been included in our operations and cost structure from December 29, 2003, our management believes that they would have eliminated approximately $3.1 million of the Nestlé allocated costs for the period under Nestlé's ownership ($3.1 million for the period January 1, 2003 to June 30, 2003). No adjustments to the unaudited pro forma condensed combined statements of operations has been made for these projected cost savings.



(5)

Adjustment to eliminate our historical interest expense and to reflect our pro forma interest expense associated with borrowing for the acquisitions and amortization of deferred debt issuance costs (dollars in thousands):

	Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003
Historical net interest expense	$	(31,205	)(A)	$	(13,997	)
$220,000 existing senior subordinated notes (95/8%)		21,175			10,588
$150,000 term loan (5.0%)		7,500			3,750
Amortization of deferred debt issuance costs. In connection with (i) the issuance of the existing senior subordinated notes with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount was originally issued in March 2002 and (ii) the entering into of our $200,000 senior credit facility on August 21, 2003, we incurred approximately $9,583 and $5,299, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt		2,335			1,167
Incremental reduction in interest expense	$	(195	)	$	1,508

^(A)

Included in our historical net interest expense for the year ended January 3, 2004, is a write-off of $1.8 million of deferred financing costs in connection with the payment in full during the third quarter of fiscal 2003 of term loan B under our then existing term loan agreement.

A 0.125% basis point increase in interest rates, applied to our borrowings for fiscal 2003, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.2 million ($0.2 million for the twenty-six weeks ended June 28, 2003).

50

(6)

Adjustment to income tax expense to reflect the income tax expense on the Ortega income before tax expense (income expense was not allocated to Ortega in its historical unaudited statement of direct revenue and direct expenses) and to the tax effect of the Ortega pro forma adjustments using the statutory tax rate of 38.6% for fiscal 2003 and the 2003 twenty-six week period and 2004 twenty-six week period, which approximates our federal and state tax rate. 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.

We intend to account for our issuance of EISs as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on October 30, 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $17.7 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

A factor in the ongoing determination that no liability should be recorded in our consolidated financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs). Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other factors indicating the existence, at the time of this offering, of any plan or pre-arrangement may also be relevant to this ongoing determination.

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Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes in the form of EISs, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

(7)

Elimination of current annual and semi-annual management fee of $0.5 million and $0.3 million, respectively, paid to Bruckmann, Rosser, Sherrill & Co., Inc., which will no longer be paid upon the consummation of this offering and the other Transactions. Our management estimates ongoing incremental annual and semi-annual public company costs of $1.0 million and $0.5 million, respectively, as a result of this offering.



(8)

Nonrecurring charges directly attributable to this offering and the other Transactions total $23.9 million ($14.7 million, net of taxes) which include the write-off of bond discount of $0.7 million, write-off of current deferred financing fees and costs associated with the retirement of existing senior subordinated notes of $13.5 million, payment of transaction bonuses of $5.5 million and exercise of management stock options of $4.2 million. These charges, which we will recognize in the period in which the Transactions are consummated, are not reflected in the accompanying unaudited pro forma condensed combined statements of operations. They are recognized in the unaudited pro forma condensed combined balance sheet as a reduction in retained earnings (see note 20 of these Notes to Unaudited Pro Forma Condensed Combined Financial Statements).

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company as determined by our board of directors or a special committee thereof. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date. We estimate the total compensation payable to the six most senior executive officers will be $4.5 million (or $4.9 million if the underwriters' over-allotment option is exercised in full). Such amount is included in the transaction bonus amount in the immediately preceding paragraph. These charges, if any, which we will recognize in the period in which the Transactions are consummated, are not reflected in the accompanying unaudited pro forma condensed combined financial data.

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(9)

Adjustment to reflect the increase in our interest expense related to the new revolving credit facility, the senior notes and the senior subordinated notes and the amortization of deferred debt issuance costs (dollars in thousands):

				Twenty-six Weeks Ended
	Year Ended January 3, 2004			June 28, 2003			July 3, 2004
Pro forma interest expense reflecting the acquisition of Ortega and related financing	$	(31,010	)	$	(15,505	)	$	—
Actual interest expense		—			—			(15,606	)
Amortization of deferred debt issuance costs. In connection with the (i) issuance of $30.0 million senior secured revolving facility due 2009, (ii) issuance of $240.0 million senior notes due 2011 and (iii) issuance of $147.1 million senior subordinated notes due 2016, including approximately $0.6 million, $9.3 million and $10.5 million, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt		2,326			1,163			1,163
Interest expense relating to (i) $240.0 million of senior notes due 2011, (ii) $124.3 million of senior subordinated notes due 2016 and (iii) $22.8 million of senior subordinated notes due 2016		36,858			18,429			18,429
Incremental interest expense	$	8,174		$	4,087		$	3,986

A 0.125% increase in interest rates, applied to our borrowings, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.3 million for the year ended January 3, 2004 and $0.1 million for the twenty-six weeks ended June 28, 2003 and July 3, 2004.

(10)

Eliminates the payment of preferred stock dividends, as all of the preferred stock will be retired.



(11)

The basic and diluted common shares reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of our existing shares of common stock into 109.8901 shares of Class B common stock effective simultaneously with the closing of the Transactions. Our historical consolidated statements of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been retroactively adjusted for this stock split.



(12)

The adjustment to diluted common shares outstanding includes the offering of shares of our Class A common stock, and the repurchase of a portion of our Class B common stock; all of our outstanding options and a portion of our outstanding warrants, and the subsequent exercise of any remaining warrants on the date of expiration of the underwriters' over-allotment option.

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(13)

Net change in cash is as follows (dollars in thousands):

EIS	$	260,870
8.0% senior notes due 2011		240,000
Additional 12.0% senior subordinated notes due 2016		22,800
Total additions		523,670
Repayment of existing senior credit facility(A)		148,954
Retirement of existing senior subordinated notes(B)		228,823
Repurchase of preferred equity and repurchase of Class B common stock from existing investors(C)		113,860
Transaction fees, prepayment penalties, expenses and other(D)		39,115
Total reductions		530,752
Net cash used to fund Transactions	$	7,082

^(A)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest.

^(B)

Reflects the retirement of $220.0 million aggregate principal amount of existing senior subordinated notes and accrued and unpaid interest.

^(C)

Includes the (i) repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock, and Series C senior preferred stock and (ii) repurchase of 2.7 million shares of our outstanding Class B common stock including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock.

^(D)

Includes (i) $20.4 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $10.4 million and (iii) other costs of $10.0 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.



(14)

The increase in other assets includes the following (dollars in thousands):

Write-off of existing deferred financing costs	$	(8,944	)
New deferred financing costs:
Amount relating to senior secured revolving credit facility, to be amortized over five years	$	600
Amount relating to senior notes, to be amortized over seven years		9,296
Amount relating to senior subordinated notes, sold separately and as part of the EISs, to be amortized over twelve years		10,533
Net increase in other assets	$	11,485
Other current assets include $1.7 million of these costs paid as of July 3, 2004.

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(15)

The net decrease in long-term debt reflects the following (dollars in thousands):

Repay all outstanding borrowings under, and terminate, our current senior secured credit facility	$	(148,875	)
Retire our $220.0 million aggregate principal amount outstanding 95/8% senior subordinated notes due 2007		(219,287	)
Issue $240.0 million aggregate principal amount of 8.0% senior notes due 2011		240,000
Issue $22.8 million aggregate principal amount of 12.0% senior subordinated notes due 2016		22,800
Issue $124.3 million aggregate amount of 12.0% senior subordinated notes due 2016, represented by EISs		124,348
Net decrease in long-term debt	$	18,986
Amount decreasing current installments of long-term debt		(1,500	)
Amount increasing long-term debt		20,486
Net decrease in long-term debt	$	18,986

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(16)

Payment of accrued interest of $8.9 million relating to the existing senior credit facility and the senior subordinated notes due 2007 and reduce income taxes payable by $9.2 million relating to nonrecurring charges as described in Note 8.



(17)

Reflects the liquidation of the Series C senior preferred stock, including the face value and accreted dividends totaling $46.3 million.



(18)

Changes to common stock, Class A and Class B (dollars in thousands):

Issuance of 17,391,305 shares Class A common stock, $0.01 par value per share, represented by EISs	$	174
Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(19)

Changes to additional paid-in capital (dollars in thousands):

Conversion of existing common stock to Class B common stock	$	(1,054	)
Repurchase of preferred stock Series A and B		(30,267	)
Issuance of Class A common stock represented by EISs		136,348
	$	105,027

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(20)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Excess cost of repurchasing Class B common stock, preferred stock Series A and B, warrants and options	$	(36,240	)
Fees related to the issuance of Class A common stock represented by EISs		(10,407	)
Non recurring charges directly attributable to this offering		(10,841	)
Write-off of existing deferred financing cost		(8,944	)
Tax effect of nonrecurring charges		9,215
	$	(57,217	)

(21)

Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock for the first four full quarterly dividend payment periods following the closing of this offering, and we intend to pay an annual dividend per share of Class B common stock equal to Class B Available Cash (as defined under "Dividend Payments to Holders of EISs") for the period, divided by the number of shares of Class B common stock outstanding on the record date for such period, subject to the subordination provisions described in "Dividend Payments to Holders of EISs." We have not declared or paid any dividends on our common stock in the past. Any declaration and payment of dividends on our common stock in the future is subject to the discretion of our board of directors.

This presentation does not represent the actual dividends that would have been paid with respect to our Class B common stock if the subordination provisions included in our organizational documents had been in effect during the periods presented. See "Dividend Payments to Holders of EISs—Subordination of Class B Dividends." Instead, this presentation discloses the maximum dividends permitted to the holders of our Class A and Class B common stock. Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and as such we have presented pro forma basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of the offering and the date of the expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

Pro forma net income available to our common stockholders is allocated between our two classes of common stock, Class A common stock. The allocation among the two classes was

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based upon the two-class method. Under the two-class method, earnings per share for each class of common stock is presented as follows:

			Fiscal Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003			Twenty-six Weeks Ended July 3, 2004
Net income			$	13,125		$	4,671		$	8,464
Less: dividends intended to be paid on common shares				25,592			12,796			12,796
Undistributed loss available to Class A and Class B common stockholders				(12,467	)		(8,125	)		(4,332	)
Basic and diluted allocation of undistributed loss:
	Class A common stock			(7,184	)		(4,682	)		(2,496	)
	Class B common stock			(5,283	)		(3,443	)		(1,836	)
		Total	$	(12,467	)	$	(8,125	)	$	(4,332	)
Weighted average common shares outstanding:
	Class A common stock			17,391			17,391			17,391
	Class B common stock			12,788			12,788			12,788
Undistributed earnings
Class A per share			$	(0.41	)	$	(0.27	)	$	(0.14	)
Class B per share				(0.41	)	$	(0.27	)	$	(0.14	)
Intended distributed earnings
Class A per share			$	0.85		$	0.42		$	0.42
Class B per share				0.85		$	0.42		$	0.42
Earnings per share
Class A per share			$	0.44		$	0.15		$	0.28
Class B per share				0.44		$	0.15		$	0.28

        We define EBITDA as net income before interest, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by (used in) operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of our

57

historical EBITDA to net cash provided by (used in) operating activities for fiscal 2003 and the 2003 twenty-six weeks.

		For the Year Ended January 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	15,168		$	5,169		$	(1,886	)	$	18,451		$	(5,326	)	$	13,125	(8)
Income taxes			9,519			—			2,081			11,600			(3,348	)		8,252
Interest expense, net			31,205			—			(195	)		31,010			8,174			39,184
Depreciation			6,014			659			—			6,673			—			6,673
EBITDA			61,906			5,828			—			67,734			(500	)		67,234
Income tax expense			(9,519	)		—			(2,081	)		(11,600	)		3,348			(8,252	)
Interest expense, net			(31,205	)		—			195			(31,010	)		(8,174	)		(39,184	)
Deferred income taxes			4,382			—			—			4,382			—			4,382
Amortization of deferred financing and bond discount			2,839			(504	)		—			2,335			(9	)		2,326
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			(1,831	)		—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		—			—			(2,803	)		—			(2,803	)
	Net cash provided by (used in) operating activities	$	27,431		$	5,324		$	(1,886	)	$	30,869		$	(7,166	)	$	23,703

		For the Twenty-six Weeks Ended June 28, 2003 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	6,271		$	3,257		$	(2,194	)	$	7,334		$	(2,663	)	$	4,671	(8)
Income taxes			3,925			—			686			4,611			(1,674	)		2,937
Interest expense, net			13,997			—			1,508			15,505			4,087			19,592
Depreciation			2,741			544			—			3,285			—			3,285
EBITDA			26,934			3,801			—			30,735			(250	)		30,485
Income tax expense			(3,925	)		—			(686	)		(4,611	)		1,674			(2,937	)
Interest expense, net			(13,997	)		—			(1,508	)		(15,505	)		(4,087	)		(19,592	)
Deferred income taxes			2,254			—			—			2,254			—			2,254
Amortization of deferred financing and bond discount			1,487			(320	)		—			1,167			(4	)		1,163
Changes in assets and liabilities, net of effects of business combination			(1,400	)		—			—			(1,400	)		—			(1,400	)
	Net cash provided by (used in) operating activities	$	11,353		$	3,481		$	(2,194	)	$	12,640		$	(2,667	)	$	9,973

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		For the Twenty-six Weeks Ended July 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	11,065		$	(2,601	)	$	8,464	(8)
Income taxes			6,956			(1,635	)		5,321
Interest expense, net			15,606			3,986			19,592
Depreciation			3,237			—			3,237
EBITDA			36,864			(250	)		36,614
Income tax expense			(6,956	)		1,635			(5,321	)
Interest expense, net			(15,606	)		(3,986	)		(19,592	)
Deferred income taxes			3,138			—			3,138
Amortization of deferred financing and bond discount			1,284			(121	)		1,163
Changes in assets and liabilities, net of effects of business combination			(8,792	)		—			(8,792	)
	Net cash (used in) operating activities	$	9,932		$	(2,722	)	$	7,210

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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, many of which have leading regional or national retail market shares. In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced branded product.

        Our business strategy is to continue to increase sales, profitability and free cash flow 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: profitably growing our established brands, leveraging our unique multiple-channel sales and distribution system, introducing new products, capitalizing on the higher growth mexican segment of the food industry, and expanding our brand portfolio with new licensing managements.

        Since 1996, we have acquired and successfully integrated 16 separate brands into our operations. We believe that successful future acquisitions, if any, will enhance our portfolio of existing business, further leveraging our existing platform.

        We completed the acquisition of certain assets of The Ortega Brand of Business from Nestlé Prepared Foods Company on August 21, 2003, which we refer to in this prospectus as "Ortega" or the "Ortega acquisition." The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of the 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. The Ortega acquisition and the application of the purchase method of accounting and sale of Burns & Ricker affect comparability between periods.

        We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed below and under the headings "Forward-Looking Statements," "Risk Factors" and "Business" and elsewhere in this prospectus, include:

        Fluctuations in Commodity Prices:    We purchase raw materials, including agricultural products, meat and poultry from growers, commodity processors, other food companies and packaging manufacturers. Raw materials are subject to fluctuations in price attributable to a number of factors. In the past six to twelve months we have seen increasing prices in certain of these commodities, particularly in packaging materials, pork and chicken and we expect that this trend may continue. We manage this risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and if necessary, by raising prices. There can be no assurance, however, that any price increases by us will offset the increased cost of these raw material commodities, or that we will be able to raise prices at all.

        Consolidation in the Retail Trade and Consequent Inventory Reductions:    As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products. To date we have

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been able to offset these trends by using our marketing expertise, unique products and category leadership to maintain and increase volume.

        Changing Customer Preferences:    Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. By anticipating, identifying or developing and marketing products that respond to these changes in consumer preferences, we have largely been able to offset this challenge.

        Consumer Concern Regarding Food Safety, Quality and Health:    The food industry is subject to consumer concerns regarding the safety and quality of certain food products, including the health implications of genetically modified organisms, obesity and trans fatty acids. By complying with applicable food and safety laws and regulations, we have been able to produce food products that generate consumer confidence in the safety and quality of our food products.

        Changing Valuations of the Canadian Dollar in Relation to the U.S. Dollar:    We purchase most of our maple syrup requirements from manufacturers located in Quebec, Canada. Over the past year the U.S. dollar has weakened against the Canadian dollar, which has in turn increased our costs relating to the production of our maple syrup products.

        To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through productivity and to address consumer concerns about food safety, quality and health.

        Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. In fiscal 2003, our commodity costs for maple syrup, cucumbers and peppers have been higher than those incurred in fiscal 2002.

Critical Accounting Policies; Use of Estimates

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

        Our significant accounting policies are described in note 2 to our consolidated financial statements included elsewhere in this prospectus. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

        Trade and Consumer Promotion Expenses.    We offer various sales incentive programs to customers and consumers, such as price discounts, in-store display incentives, slotting fees and coupons. The recognition of expense for these programs involves use the of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Actual expenses may differ if the level of redemption rates and performance vary from estimates.

        Inventories.    Inventories are valued at the lower of cost or market value and have been reduced by an allowance for excess, obsolete and unsaleable inventories. The estimate is based on our management's review of inventories on hand compared to estimated future usage and sales.

        Long-Lived Assets.    Long-lived assets, such as property, plant and equipment, are 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 estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment

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charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

        Goodwill and intangible assets (trademarks) not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        Accounting Treatment for EISs.    Our EISs include Class A common stock and senior subordinated notes. Upon completion of this offering, proceeds from the issuance of the EISs will first be allocated, based upon relative fair value at the issuance date, to the Class A common stock and the senior subordinated notes. We expect that the price paid in the EIS offering will be equivalent to the fair value of the Class A common stock and the senior subordinated notes, and that the price paid in the offering for the senior subordinated notes sold separately (not in the form of EISs) will be equivalent to their initial stated principal amount. We currently believe there are no embedded derivative features related to the EIS security that may require bifurcation under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended (FAS 133). Therefore, we expect that we will allocate the entire proceeds of the EIS offering to the Class A common stock and the senior subordinated notes and that the allocation of the EIS proceeds to the Class A common stock and the senior subordinated notes will not result in a substantial premium or discount.

        We have concluded that the call option and the change in control put option in the senior subordinated notes do not warrant separate accounting under FAS 133 because they are clearly and closely related to the economic characteristics of the host debt instrument. Therefore, we expect that we will allocate the entire proceeds of the offering to the Class A common stock and the senior subordinated notes. Upon subsequent issuances, if any, of senior subordinated notes, we will evaluate whether the call option and the change in control put option in the senior subordinated notes warrant separate accounting under FAS 133. We expect that if there is a substantial discount or premium upon a subsequent issuance of senior subordinated notes, we may need to separately account for the call option and the change in control put option features as embedded derivatives for such subsequent issuance. If we determine that the embedded derivatives, if any, require separate accounting from the debt host contract under SFAS 133, the call option and the change in control put option associated with the senior subordinated notes will be recorded as derivative liabilities at fair value, with changes in fair value recorded as other non-operating income or expense. Any discount on the senior subordinated notes resulting from the allocation of proceeds to an embedded derivative will be amortized to interest expense over the life of the senior subordinated notes.

        The Class A common stock portion of each EIS will be included in stockholders' equity, net of the related portion of the EIS transaction costs allocated to Class A common stock, and dividends paid on the Class A common stock will be recorded as a reduction to retained earnings when declared by us. The senior subordinated note portion of each EIS will be included in long-term debt, and the related portion of the EIS transaction costs allocated to the senior subordinated notes will be capitalized as deferred financing costs and amortized to interest expense using the effective interest method. Interest on the senior subordinated notes will be charged to expense as accrued by us. We intend to determine the fair value of the Class A common stock and the senior subordinated notes with reference to a number of factors, including the sale of the senior subordinated notes sold separately from the EISs that have the same terms as the senior subordinated notes included in the EISs.

        Income Tax Expense Estimates and Policies.    As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we must establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we must include a tax provision, or reduce our tax benefit in our consolidated

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statement of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

        We have recorded deferred tax assets, a portion of which represents net operating loss carryforwards. A valuation allowance has been recorded for certain state net operating loss carryforwards.

        There are various factors that may cause those tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal income tax laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes to the U.S. federal and state income tax laws and regulations on a regular basis and update the assumption and estimates used to prepare our financial statements when new regulation and legislation is enacted.

        We intend to account for our issuance of EISs as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on October 30, 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $17.7 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

        If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

        A factor in the ongoing determination that no liability should be recorded in our financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs). Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other factors indicating the existence, at the time of this offering, of any plan or pre-arrangement may also be relevant to this ongoing determination.

        Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or

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appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        Stock-Based Compensation.    Certain of our officers, employees and non-employees have equity-based compensation arrangements under which they hold options to acquire shares of common stock of the company. For officers and employees, we account for our stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. We have elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123, as amended by SFAS No. 148. Upon the occurrence of a change in control, as defined in our stock option plan, any unvested outstanding options become immediately vested and exercisable in full. Simultaneously with, and subject to the closing of, this offering, all outstanding options under the stock option plan will be repurchased for cash and the stock option plan will be terminated. We will record stock compensation expense in the period in which this offering is closed based on the amount paid to the officers and employees in excess of the exercise price of the underlying option.

        The repurchase of non-employee stock options will be charged to equity up to the fair value of the stock options on the date of repurchase. Amounts paid in excess of fair value, if any, will be recognized as additional compensation expense.

        Certain holders of our mandatorily redeemable preferred stock were previously issued the existing warrants, which are exercisable to purchase shares of our common stock. The fair value of the warrants granted was determined using the Black Scholes pricing model. The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants is charged to net income available for common stockholders over the life of the warrants. As of July 3, 2004, all warrants are exercisable by the holders. Simultaneously with, and subject to the closing of, this offering, a portion of our outstanding warrants to purchase common stock will be repurchased for cash and charged to stockholders' equity in the period in which this offering is closed. The holders of the warrants have notified us that any existing warrants not repurchased by us upon the initial closing or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised by the holders on such expiration date, and the holders of the remaining warrants will receive shares of Class B common stock pursuant to the terms of the warrants. Upon such exercise, there will be no change in stockholders' equity in the period from the initial closing date to the date of expiration of the underwriters' over-allotment option.

        Earnings Per Share.    Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and we will present basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

        Net income available to our common stockholders will be allocated among our two classes of common stock. The allocation among the two classes will be based upon the two-class method. Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of this offering and the date of expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

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Results of Operations

        The following table sets forth the percentages of net sales represented by selected items reflected in our Consolidated Statements of Operations. The year-to-year comparisons of financial results are not necessarily indicative of future results:

		Fiscal Year Ended						Twenty-six Weeks Ended
		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
		Actual		Actual		Actual		Actual		Actual
Common Size Income Statement:
Net sales		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold		68.8		69.4		68.9		69.7		68.3
	Gross profit	31.2		30.6		31.1		30.3		31.7
Sales, marketing and distribution expenses		12.5		12.2		12.0		11.4		12.0
General and administrative expenses		5.0		1.7		1.9		1.9		1.3
Management fees-related party		0.2		0.2		0.2		0.2		0.1
Environmental clean-up expenses		0.3		0.0		0.0		0.0		0.0
	Operating income	13.1		16.6		17.0		16.8		18.2
Gain on sale of assets		(1.1	)	0.0		0.0		0.0		0.0
Derivative gain		0.0		(0.9	)	0.0		0.0		0.0
Interest expense, net		10.7		9.1		9.5		9.7		8.5
	Income before income taxes	3.6		8.3		7.5		7.1		9.8
Provision for income taxes		1.4		3.2		2.9		2.7		3.8
	Net income	2.1		5.2		4.6		4.4		6.0
Preferred stock dividend accumulated and related charges		3.7		4.0		4.1		4.6		4.2
Net (loss) income available to common stockholders per common share		(1.6	)%	1.2	%	0.6	%	(0.2	)%	1.8	%

        As used in this section the terms listed below have the following meanings:

        Net Sales.    Our net sales represents gross sales of products shipped to customers plus amounts charged customers for shipping and handling, less cash discount, coupon redemption, slotting fees and trade promotional spending.

        Gross Profit.    Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers plus freight costs to our distribution centers and to our customers.

        Sales, Marketing and Distribution Expenses.    Our sales, marketing and distribution expenses include costs for marketing personnel, consumer programs, internal sales forces, brokerage costs and warehouse facilities.

        General and Administrative Expenses.    Our general and administrative expenses include administrative employee compensation and benefit costs, as well as information technology infrastructure and communication costs, office rent and supplies, professional services, management fees and other general corporate expenses.

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Non-GAAP Financial Measures

        Certain disclosures in this document include "non-GAAP (Generally Accepted Accounting Principles) financial measures." A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, stockholders' equity, and cash flows. We present EBITDA (earnings before interest, taxes, depreciation and amortization) because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing our notes, our new revolving credit facility and the indenture governing the senior subordinated notes will contain ratios based on this measure.

        A reconciliation of EBITDA with the most directly comparable GAAP measure is included below for the fifty-three weeks ended January 3, 2004, the fifty-two weeks ended December 28, 2002, the fifty-two weeks ended December 29, 2001, the twenty-six weeks ended June 28, 2003 and the twenty-six weeks ended July 3, 2004 along with the components of EBITDA.

        EBITDA margin is calculated as a percentage of net sales.

        Reconciliation of EBITDA to Net Cash Provided By (Used In) Operating Activities.

											Twenty-six Weeks Ended
		Fiscal 2001			Fiscal 2002			Fiscal 2003			June 28, 2003			July 3, 2004
		(Dollars in millions)
Net income		$	6.0		$	15.2		$	15.2	(1)	$	6.3		$	11.1
Depreciation			14.3			5.3			6.0			2.7			3.2
Income tax expense			4.0			9.3			9.5			3.9			7.0
Interest expense, net			29.8			26.6			31.2			14.0			15.6
	EBITDA(2)		54.1			56.4			61.9			26.9			36.9
Income tax expense			(4.0	)		(9.3	)		(9.5	)		(3.9	)		(7.0	)
Interest expense, net			(29.8	)		(26.6	)		(31.2	)		(14.0	)		(15.6	)
Deferred income taxes			3.8			5.5			4.4			2.3			3.1
Amortization of deferred financing and bond discount			2.0			2.7			2.8			1.5			1.3
Write-off of pre-existing deferred debt issuance costs			—			—			1.8			—			—
Gain on sale of assets			(3.1	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1.5	)		(2.3	)		(2.8	)		(1.4	)		(8.8	)
	Net cash provided by operating activities	$	21.5		$	26.4		$	27.4		$	11.4		$	9.9

(1)

Net income includes an unusual bad debt expense incurred for fiscal 2003 and the 2003 twenty-six week period of $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed for Chapter 11 Bankruptcy on April 1, 2003.

(2)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided (used in) by operating activities. The table above presents a reconciliation of EBITDA to net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service our debt. We also present this discussion of EBITDA because covenants in the indenture governing our notes, our new revolving credit facility and the

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indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income, net income or net cash flows provided by operating activities, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. EBITDA, as we define it, may differ from similarly named measures used by other entities.

Twenty-six week period ended July 3, 2004 compared to twenty-six week period ended June 28, 2003.

        Net Sales.    Net sales increased $40.6 million or 28.2% to $184.4 million for the twenty-six week period ended July 3, 2004 from $143.8 million for the twenty-six week period ended June 28, 2003. The Ortega acquisition, which occurred August 21, 2003, accounted for $39.7 million of the sales increase. Sales of the our line of Maple Grove Farms Of Vermont, Emeril, Las Palmas and Regina products increased $2.0 million, $1.2 million, $0.5 million and $0.3 million or 9.2%, 9.5%, 5.0% and 5.8%, respectively, reflecting higher unit volume. These increases were offset by a reduction of sales in B&M Baked Beans, Polaner and Bloch & Guggenheimer products in the amounts of $2.1 million, $0.7 million and $0.7 million or 13.2%, 4.1% and 2.8%, respectively. All other brands increased, in the aggregate by, $0.4 million or 1.3%.

        Gross Profit.    Gross profit increased $14.9 million or 34.2% to $58.5 million for the twenty-six week period ended July 3, 2004 from $43.6 million for the twenty-six week period ended June 28, 2003. Gross profit expressed as a percentage of net sales increased to 31.7% in the twenty-six week period ended July 3, 2004 from 30.3% in the twenty-six week period ended June 28, 2003. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition, partially offset by higher costs of maple syrup and pickle and pepper products, an increase in packaging costs and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $5.8 million or 35.5% to $22.2 million for the twenty-six week period ended July 3, 2004 from $16.4 million for the twenty-six week period ended June 28, 2003. These expenses as a percentage of net sales increased to 12.0% for the twenty-six week period ended July 3, 2004 from 11.4% for the twenty-six week period ended June 28, 2003. The Ortega acquisition accounted for $5.3 million of the increase in sales and marketing expenses for the twenty-six week period ended July 3, 2004. All other expenses increased $0.5 million.

        General and Administrative Expenses.    General and administrative expenses and management fees decreased $0.4 million or 12.4% to $2.6 million for the twenty-six week period ended July 3, 2004 from $3.0 million in the twenty-six week period ended June 28, 2003. Included in the twenty-six week period ended June 28, 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003.

        Operating Income.    As a result of the foregoing, operating income increased $9.4 million or 39.0% to $33.6 million for the twenty-six week period ended July 3, 2004 from $24.2 million for the twenty-six week period ended June 28, 2003. Operating income expressed as a percentage of net sales increased to 18.2% in the twenty-six week period ended July 3, 2004 from 16.8% in the twenty-six week period ended June 28, 2003.

        Interest Expense.    Interest expense, net, increased $1.6 million to $15.6 million for the twenty-six week period ended July 3, 2004 from $14.0 million in the twenty-six week period ended June 28, 2003. In addition, average debt outstanding increased approximately $100.0 million in the twenty-six week period ended July 3, 2004 verses the twenty-six week period ended June 28, 2003. See "—Liquidity and Capital Resources—Debt" below.

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        Income Tax Expense.    Income tax expense increased $3.0 million or 77.2% to $7.0 million for the twenty-six week period ended July 3, 2004 from $3.9 million in the twenty-six week period ended June 28, 2003. Our effective tax rate was 38.6% for the twenty-six week period ended July 3, 2004 and 38.5% for the twenty-six week period ended June 28, 2003.

Year Ended January 3, 2004 Compared to Year Ended December 28, 2002

        Net Sales.    Net sales increased $34.7 million or 11.8% to $328.4 million for the 53 week period ended January 3, 2004 (fiscal 2003) from $293.7 million for the 52 week period ended December 28, 2002 (fiscal 2002). The Ortega acquisition accounted for $33.4 million of the sales increase during fiscal 2003. Sales of our Maple Grove Farms of Vermont, Underwood, Emeril's and Bloch & Guggenheimer brands increased $2.2 million, $1.0 million, $0.9 million and $0.8 million or 4.8%, 4.7%, 3.7% and 1.7%, respectively, largely reflecting higher unit volume. Sales of our Joan of Arc, Regina, Ac'cent, Polaner and Sa-són brands decreased by $0.8 million, $0.7 million, $0.6 million, $0.5 million and $0.3 million, or 6.4%, 5.8%, 3.5%, 1.3% and 6.6%, respectively, largely reflecting lower unit volume. All other brands decreased, in the aggregate, $0.7 million or 0.9%.

        Gross Profit.    Gross profit increased $12.2 million or 13.6% to $102.2 million in fiscal 2003 from $90.0 million in fiscal 2002. Gross profit expressed as a percentage of net sales increased to 31.1% in fiscal 2003 from 30.6% in fiscal 2002. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition and a reduction in co-pack costs for our Underwood, Joan of Arc and Las Palmas brands, partially offset by higher costs of maple syrup, the increased costs of pickle and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $3.6 million or 10.1% to $39.5 million for fiscal 2003 from $35.9 million for fiscal 2002. These expenses expressed as a percentage of net sales decreased to 12.0% in fiscal 2003 from 12.2% in fiscal 2002. The Ortega acquisition accounted for $3.3 million of the increase in sales and marketing expenses for fiscal 2003. For brands other than Ortega, marketing costs increased $0.2 million or 2.2% relating to additional spending on consumer marketing programs and brokerage expenses increased $0.4 million or 6.7% during fiscal 2003 as compared with prior year. All other expenses decreased $0.3 million during fiscal 2003.

        General and Administrative Expenses.    General and administrative expenses and management fees increased $1.4 million or 25.9% to $6.8 million in fiscal 2003 from $5.4 million in fiscal 2002. Included in fiscal 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003. Transitional expenses related to the Ortega acquisition accounted for $0.2 million of the increase, incentive compensation increased $0.4 million and computer equipment depreciation increased $0.2 million during fiscal 2003 as compared with prior year.

        Environmental Clean-Up Expenses.    We recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey as described under "Business-Environmental Matters."

        Operating Income.    As a result of the foregoing, operating income increased $7.3 million or 15.0% to $55.9 million in fiscal 2003 from $48.6 million in fiscal 2002. Operating income expressed as a percentage of net sales increased to 17.0% in fiscal 2003 from 16.6% in fiscal 2002.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, increased $4.6 million to $31.2 million in fiscal 2003 from $26.6 million in fiscal 2002. The increase is due primarily to the write-off of $1.8 million of deferred financing costs in connection with the payment in full during fiscal 2003 of the term loan B under our

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then-existing term loan agreement dated as of March 15, 1999. In addition, total debt increased due to borrowings under a credit facility in connection with the purchase of the Ortega acquisition.

        Income Tax Expense.    Income tax expense increased $0.2 million to $9.5 million in fiscal 2003 from $9.3 million in fiscal 2002. Our effective tax rate for fiscal 2003 was 38.6% as compared with 37.8% for fiscal 2002. Cash taxes due were $5.1 million in fiscal 2003 and $3.7 million in fiscal 2002.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.6 million to $13.3 million for fiscal 2003 from $11.7 million in for fiscal 2002.

Year Ended December 28, 2002 Compared to Year Ended December 29, 2001

        Net Sales.    Net sales increased $13.9 million or 5.0% to $293.7 million fiscal 2002 from $279.8 million for the 52 week period ended December 29, 2001 (fiscal 2001). Sales of our Emeril's, Las Palmas, Maple Grove Farms of Vermont, Ac'cent, Trappey's, Wright's and Polaner brands increased $7.6 million, $2.6 million, $2.2 million, $2.2 million, $0.6 million, $0.3 million and $0.3 million or 45.1%, 14.5%, 5.1%, 13.5%, 4.2%, 6.0% and 0.7%, respectively, largely reflecting higher unit volume. Sales of our B&M baked beans and Sa-són brands decreased by $0.7 million and $0.5 million, or 2.6% and 9.3%, respectively. Our fiscal 2002 net sales increase was offset by $0.7 million, reflecting the disposition of the Burns & Ricker brand early in fiscal 2001.

        Gross Profit.    Gross profit increased $2.7 million or 3.1% to $90.0 million for fiscal 2002 from $87.3 million in fiscal 2001. Gross profit expressed as a percentage of net sales decreased to 30.6% in fiscal 2002 from 31.2% in fiscal 2001. The decrease in gross profit percentage resulted from higher costs of maple syrup, increased costs from the co-packers of the Underwood, Joan of Arc and Las Palmas brands and an increase in trade spending which is now included as a reduction to net sales. These cost increases were offset by a mix shift of products sold by us and a reduction in delivery expenses in an amount equal to 0.4% of net sales.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $0.9 million or 2.7% to $35.9 million for fiscal 2002 from $34.9 million for fiscal 2001. These expenses expressed as a percentage of net sales decreased to 12.2% in fiscal 2002 from 12.5% in fiscal 2001. Selling expenses increased $1.0 million or 8.4% relating to sales compensation and brokerage. Marketing costs increased $0.6 million or 7.5% relating to additional spending on consumer programs. These increases were partially offset by a decrease in warehousing costs of $0.8 million or 14.7% due to reductions in headcount and the elimination of one distribution center. All other costs increased $0.1 million or 1.2%.

        General and Administrative Expenses.    General and administrative expenses (including amortization of goodwill and trademark intangibles in fiscal 2001) and management fees decreased $9.2 million or 63.0% to $5.4 million in fiscal 2002 from $14.6 million in fiscal 2001. Amortization of goodwill and trademark intangibles with indefinite useful lives decreased from $8.5 million in fiscal 2001 to $0.0 in fiscal 2002 as a result of the implementation of the provisions of the Financial Accounting Standard Board's (FASB) Statement No. 142. All other general and administrative expenses collectively decreased $0.7 million due to a decrease in incentive compensation costs in fiscal 2002.

        Environmental Clean-Up Expenses.    As further described below under "Business—Environmental Matters," we recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey. We recorded a charge of $1.0 million, net of insurance proceeds, in fiscal 2001 relating to the fuel oil tank leak at our Roseland, New Jersey facility.

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        Operating Income.    As a result of the foregoing, operating income increased $11.8 million or 32.2% to $48.6 million in fiscal 2002 from $36.8 million in fiscal 2001. Operating income expressed as a percentage of net sales increased to 16.6% in fiscal 2002 from 13.1% in fiscal 2001.

        Gain on Sale of Assets.    As further described in note 1 to our consolidated financial statements, we recorded a $3.1 million gain on the Burns & Ricker disposition in fiscal 2001.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, decreased $3.2 million to $26.6 million in fiscal 2002 from $29.8 million in fiscal 2001 as a result of lower outstanding debt balances and reduced interest rates in fiscal 2002.

        Income Tax Expense.    Income tax expense increased $5.2 million to $9.3 million in fiscal 2002 from $4.0 million in fiscal 2001. Our effective tax rate for fiscal 2002 was 37.8% as compared with 40.2% for fiscal 2001. The decrease in the effective rate reflects the effect of the amortization of nondeductible goodwill and other intangibles and the implementation of state tax planning initiatives, resulting in the reduction in current and deferred state tax liabilities.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.4 million to $11.7 million for fiscal 2002 from $10.4 million in for fiscal 2001.

Liquidity and Capital Resources

        Our primary liquidity requirements include debt service, capital expenditures, working capital needs and financing for acquisitions. See also, "—Commitments and Contractual Obligations" below. We will fund our liquidity needs primarily through cash generated from operations and to the extent necessary, through borrowings under the new revolving credit facility.

        Cash Flows.    Cash provided by operating activities decreased $1.4 million to $9.9 million for the 2004 twenty-six week period from $11.4 million in the 2003 twenty-six week period. The decrease was due to an increase in trade accounts receivable and inventory and a decrease in accrued expenses partially offset by an increase in trade accounts payable and net income as compared to the 2003 twenty-six week period. Working capital at July 3, 2004 was $82.0 million, an increase of $14.7 million over working capital at January 3, 2004 of $67.3 million. This change in working capital is due to an increase in accounts receivable and inventories primarily relating to the Ortega acquisition and a decrease in accrued expenses relating to accrued interest and accrued incentive compensation.

        Cash provided by operating activities increased $1.0 million or 3.8% to $27.4 million in fiscal 2003 from $26.4 million in fiscal 2002. This increase was primarily due to an increase in accounts payable, amortization of deferred debt issuance costs and depreciation partially offset by increases in accounts receivable and inventory. Working capital at January 3, 2004 was $67.3 million, a decrease of $2.7 million over working capital at December 28, 2002 of $70.0 million.

        Net cash used in investing activities for the 2004 twenty-six week period was $3.4 million as compared to net cash used in investing activities of $3.1 million for the 2003 twenty-six week period. Capital expenditures during the 2004 twenty-six week period of $3.4 million included purchases of manufacturing and computer equipment and were $0.3 million above the $3.1 million in similar capital expenditures for the 2003 twenty-six week period.

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        Net cash used in investing activities for fiscal 2003 was $124.6 million compared to net cash used in investing activities for fiscal 2002 of $6.3 million. Capital expenditures during fiscal 2003, which included purchases of manufacturing and computer equipment, were $6.4 million compared to $6.3 million for fiscal 2002. Investment expenditures during fiscal 2003 included $118.2 million for the Ortega acquisition.

        Net cash used in financing activities for the 2004 twenty-six week period was $0.8 million as compared to $10.2 million for the 2003 twenty-six week period. The net cash used by financing activities for the 2004 twenty-six week period included our required $0.8 million twenty-six week payment under term loan B of our then existing term-loan agreement. The net cash used by financing activities for the 2003 twenty-six week period included our required $0.2 million quarterly payment under term loan B and an additional prepayment of $10.0 million under term loan B.

        Net cash provided by financing activities for fiscal 2003 was $89.5 million compared to net cash used in financing activities for fiscal 2002 of $19.4 million. During fiscal 2003, we entered into a $150.0 million term loan in connection with the Ortega acquisition. The net cash provided by this financing activity was reduced by $54.9 million, $5.3 million and $0.3 million to pay off existing debt under our previous credit facility, to pay new deferred debt issuance costs and to make a required payment toward the new term loan, respectively. The net cash used by financing activities for fiscal 2002 included payments of deferred debt financing fees of $3.7 million, a payment of $38.3 million toward the remaining balance of term loan A under our then existing term-loan agreement and a partial prepayment of $75.8 million toward the term loan B, which such payments were partially offset by proceeds from the issuance of long-term debt of $98.8 million. The payments made toward term loan A and term loan B in fiscal 2002 totaled $114.1 million, and included $95.8 million in prepayments of term loan A and term loan B, our required $0.4 million quarterly payments under term loan B and an additional prepayment of $17.9 million under term loan B. In addition, a payment of $0.3 million was made toward capital leases in fiscal 2002.

        We believe that based on a number of factors, including our trademark and goodwill amortization for tax purposes from our prior acquisitions, and the income tax effects of the Transaction, including our call premium on our outstanding senior subordinated notes, other write-offs of existing deferred financing costs and the compensation expense associated with the exercise of certain management stock options, we will realize a significant reduction in cash taxes in 2004 and 2005, and further, we will realize a benefit to our cash taxes payable from such amortization for the taxable years 2004 through 2018, which will result in a further significant reduction in our cash taxes from 2005 through fiscal 2018.

        Prior to the completion of this offering our board of directors will adopt a dividend policy under which substantially all of the cash generated by our business in excess of operating needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and assets would in general be distributed as regular cash dividends (up to the intended dividend rates set forth under "Summary—Dividend Payments to Holders of EISs") to the holders of our Class A and Class B common stock and not be retained by us as cash on our consolidated balance sheet. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

        For the twenty-six weeks ended July 3, 2004, we had cash flow from operations of $9.9 million. If our cash flows from operations for future periods were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect), we would need either to reduce or eliminate dividends or, to the extent permitted under the indenture governing our senior notes, the indenture governing our senior subordinated notes and the

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terms of our new revolving credit facility, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        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 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.

        On August 21, 2003, we consummated the Ortega acquisition for approximately $118.2 million in cash, including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega acquisition and refinance our then-existing credit facility.

        In connection with the Ortega acquisition, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price.

        The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega acquisition. The excess of the Ortega purchase price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as follows (dollars in thousands):

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

        Environmental Clean-Up Costs.    See "Business—Environmental Matters," for a description of environmental matters.

        Debt.    As of July 3, 2004, we had outstanding $220.0 million of 9⁵/8% senior subordinated notes due 2007 with interest payable semiannually on February 1 and August 1 of each year. Subject to and as soon as practicable after the consummation of this offering and the Transactions, we intend to retire the $220.0 million aggregate principal amount plus accrued interest of the existing senior subordinated notes.

        On August 21, 2003, we entered into a newly amended and restated $200.0 million senior secured credit facility, which was further amended and restated as of September 9, 2003, comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The

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proceeds of the term loan and of certain drawings under the revolving credit facility were used to fund the Ortega acquisition and to pay related transaction fees and expenses and to fully pay off our remaining obligations under term loan B of our then-existing term loan agreement dated as of March 15, 1999. In connection therewith, we capitalized approximately $5.3 million of new deferred debt issuance costs related to the senior credit facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1.8 million of deferred financing costs related to the our then-existing term loan B. For the senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The senior credit facility is secured by substantially all of our assets. The outstanding balances for the revolving credit facility and the term loan at July 3, 2004 were $0.0 million and $149.0 million, respectively. The available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $0.6 million, was approximately $49.4 million at July 3, 2004. We will use a portion of the net proceeds of this offering and the EIS offering and cash on hand, to repay all outstanding borrowings under, and terminate our existing senior credit facility.

        Concurrently with this offering, we are entering into a $30.0 million senior secured revolving credit facility. Interest will be determined based on several alternative rates as stipulated in the new revolving credit facility, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin. The new revolving credit facility is secured by substantially all of our assets except our real property. The new revolving credit facility provides for mandatory prepayment based on asset dispositions and certain issuances of securities, as defined. The new revolving credit facility contains covenants that will restrict, among other things, our ability to incur additional indebtedness, pay dividends and create certain liens. The new revolving credit facility also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a minimum interest coverage ratio and a maximum senior and total leverage ratio, each ratio as defined. Proceeds of the new revolving credit facility will be restricted to funding our working capital requirements, capital expenditures and acquisitions of companies in the same line of business as our company, subject to specified criteria. The new revolving credit facility will be undrawn on the date of consummation of this offering.

        We are offering $240.0 million aggregate principal amount of 8.0% senior notes due 2011. In addition, concurrently with this offering, we are separately offering $124.3 million aggregate principal amount of 12.0% senior subordinated notes due 2016 as part of our EIS offering and $22.8 million aggregate principal amount of additional 12.0% senior subordinated notes due 2016 separate from our EIS offering. The indentures governing the notes and the senior subordinated notes will contain restrictions on our ability to pay dividends on our common stock.

        Although we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes in accordance with the opinion of our tax counsel, this conclusion cannot be assured. If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern.

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Future Capital Needs

        We are highly leveraged. On July 3, 2004, after giving pro forma effect to this offering and the other Transactions, our total long-term debt would have been $387.1 million and our stockholders' equity would have been $106.1 million.

        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 $29.4 million at July 3, 2004, after giving pro forma effect to this offering and the other Transactions, will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures and make future acquisitions, if any. We expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal 2004 and 2005.

Recent Accounting Pronouncements

        In 2003, the FASB revised Statement No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits". This Statement requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations, and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (i.e. equity securities, debt securities, real estate, and other assets). We adopted the provisions of this Statement, except for the disclosure of expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

Related Party Transactions

        See "Certain Relationships and Related Transactions."

Off-balance Sheet Arrangements

        As of July 3, 2004, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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 tables (the second of which gives pro forma effect to our acquisition of Ortega and is adjusted for this offering and the other Transactions) as of January 3, 2004. There have been no material changes outside the ordinary course of our business in the specified actual contractual obligations during the twenty-six week period ended July 3, 2004.

		Actual Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	368,796	$	1,500	$	1,500	$	1,500	$	220,671	$	143,625
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Management fees-related parties			1,500		500		500		500		0		0
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	391,613	$	14,668	$	5,238	$	3,927	$	222,109	$	145,671

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		Pro Forma Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	387,148	$	0	$	0	$	0	$	0	$	387,148
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	408,465	$	12,668	$	3,238	$	1,927	$	1,438	$	389,194

Quantitative and Qualitative Disclosures About Market Risk

        In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates and our creditworthiness. Market risk is defined for these purposes as the potential change in the fair value of financial assets or liabilities resulting from an adverse movement in interest rates. As of July 3, 2004, our only variable rate borrowings were under the term loan and the revolving credit facility, which bear interest at several alternative variable rates as stipulated in the senior secured credit facility. A 100 basis point increase in interest rates, applied to our borrowings at July 3, 2004, would result in an annual increase in interest expense and a corresponding reduction in cash-flow of $0.9 million.

        We also have outstanding $220.0 million of 9⁵/8% senior subordinated notes due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120.0 million principal amount was originally issued in August 1997 and $100.0 million principal amount was issued by us through a private offering of the notes completed on March 7, 2002. The fair value of the $220.0 million existing senior subordinated notes at July 3, 2004, based on quoted market prices, was $226.6 million.

        Upon consummation of this offering and the Transactions and the use of proceeds therefrom, we anticipate that our only variable rate borrowings will be under our new revolving credit facility which will be undrawn as of the closing date.

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+" rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

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BUSINESS

Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold a number one or two retail market share position nationally or regionally or is a unique product. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA. In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our results over the past five years were achieved through a combination of internal growth plus the addition of eight brands through acquisitions and one brand through a long-term license agreement, our most recent of which was the acquisition of the Ortega line of branded Mexican food products in August 2003. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1% respectively, for the comparable period in the prior year.

Products and Markets

        The following is a brief description of our brands and product lines:

        The Ortega brand has been in existence since 1897 and its products span the shelf-stable Mexican food segment including taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related food products. Ortega products are distributed nationally. Ortega has the leading market share nationally in taco sauce.

        The Maple Grove Farms of Vermont brand is a leading brand of pure maple syrup in the United States. Other products under the Maple Grove Farms of Vermont label include a line of gourmet salad dressings, marinades, fruit syrups, confections and pancake mixes. Maple Grove Farms of Vermont products are distributed nationwide.

        The Bloch & Guggenheimer brand originated in 1889, and its pickle, pepper/pimentos and relish products are the leading brand in the New York metropolitan area. This line consists of shelf-stable pickles, relishes, peppers, olives and other related specialty items.

        The Polaner brand was introduced in 1880 and is comprised of a broad array of fruit-based spreads as well as jarred or bottled wet spices such as chopped garlic and basil. Polaner All Fruit is the number two national brand of fruit-juice sweetened fruit spread. The spreads are available in more than a dozen flavors. Recently, we introduced Polaner Reduced Sugar and Polaner No Sugar Fruit Spreads in Polaner's key markets.

        The Emeril's brand was introduced in September of 2000 under a licensing agreement with celebrity chef Emeril Lagasse. We offer a line of seasonings, salad dressings, marinades, pepper sauces, barbecue sauces and pasta sauces under the Emeril's brand name. In addition, we recently introduced mustards and salsas under the Emeril's brand name. Sales of Emeril's products for fiscal year 2003 were $25.4 million.

        The B&M brand was introduced in 1927 and is the original brand of brick-oven baked beans. The B&M line includes a variety of baked beans and brown bread. The B&M brand currently has a leading market share in the New England region.

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        The Underwood brand's "Underwood Devil" (logo) is among the oldest registered trademarks for a prepackaged food product in the United States. We market meat spreads of several types, including deviled ham, chicken and roast beef as well as liver pate and sardines under the Underwood brand name. We believe that no competitors offer a directly comparable product to our meat spreads.

        The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce and various pepper products. The Las Palmas brand is the leading brand of enchilada sauce in the United States.

        The Ac'cent brand was introduced in 1947 as an all-natural flavor enhancer for meat preparation and is generally used on beef, poultry, fish and vegetables. We believe that Ac'cent is positioned as a unique flavor enhancer.

        The Trappey's brand includes two major categories of products under the brand, high quality peppers and hot sauces.

        The Regina brand includes vinegars and cooking wines. Vinegars and cooking wines are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. Regina brand wine vinegar is the number one selling wine vinegar in supermarkets nationwide.

        The Joan of Arc brand includes a full range of canned beans including kidney, chili and other beans under the Joan of Arc brand. Joan of Arc products are sold nationally with significant sales in the Midwest region.

        The Wright's brand was introduced in 1895 and is an all-natural seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish. Wright's is the number two brand in the United States and is offered in two flavors: Hickory and Mesquite.

        The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand is the number three flavor enhancer in Puerto Rico as of 2003, the latest year for which we have data available. The brand's flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato.

        The Brer Rabbit brand currently offers mild and full-flavored molasses products and a black strap molasses product. Mild molasses is designed for table use and full-flavored molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Brer Rabbit brand currently holds the number two market share in the United States.

        The Vermont Maid brand has been in existence since 1919 and we offer maple-flavored syrup under the brand name. Vermont Maid syrup is available in regular, lite and butter lite varieties. Vermont Maid is mainly distributed in New England.

        We sell and distribute our products through a multiple-channel sales and distribution system including the following:

•

sales and shipments to supermarket warehouses;



•

sales and shipments to distributors and food service accounts;



•

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



•

sales and shipments to specialty food distributors;



•

direct-store-organization sales and shipments on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



•

sales and shipments through export, catalogs and the Internet.

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        We believe our presence in these channels allows us to distribute additional product volume cost-effectively. We sell our brands primarily through broker sales networks to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. Our broker sales network handles the sale of our products at the customer level. Our sales managers supervise our broker activities as well as support our relationship with buyers from our key accounts. 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.

Processed Food Industry

        The processed food industry is one of the United States' largest industries. Due to its maturity, it is characterized by relatively stable sales growth, based on modest price and population increases. Over the last several 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, production and 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.

        Retailers are demanding higher margins, while at the same time reducing inventory levels and increasing their emphasis on private label products in certain categories. 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 customer response. These two initiatives focus on retailers' need to minimize inventory investment and maximize dollar sales for allocated 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 and channels provide additional opportunities of growth for food companies.

Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product. Additionally, our leading market positions provide a platform from which we can introduce new products and extend existing product lines.

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        The following table lists our brands with number one, two or three retail market position in their relevant markets for the 52 weeks ended June 13, 2004, according to Information Resources, Inc., a nationally recognized independent research service.

		Retail Market Share
Brand
	Category(1)	Share Position	Percentage(2)
B&M	Baked Beans	#3 National	6.2	%
Bloch & Guggenheimer	Pickles and Relish	#1 Greater NY Metro	32.1	%
Bloch & Guggenheimer	Peppers/Pimentos	#1 Greater NY Metro	30.0	%
Brer Rabbit	Molasses	#2 National	22.9	%
Las Palmas	Enchilada Sauce	#1 National #1 Los Angeles Metro	31.0 76.6	% %
Maple Grove Farms of Vermont	Pure Maple Syrup	#2 National	34.3	%
Polaner	All Fruit	#2 National	45.3	%
Polaner	Wet Spices	#3 National	15.1	%
Regina	Wine Vinegar	#1 National	18.0	%
Ortega	Taco Sauce	#1 National	42.6	%
Wright's	Liquid Smoke	#2 National	34.8	%
Underwood	Deviled Meats	#3 National	5.9	%
Ac'cent	All-natural Flavor Enhancer	Unique Product	N/A

(1)

Categories are as defined by Information Resources, Inc.

(2)

Percentages are based on retail dollar share in the corresponding market.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels. Our distribution efforts have focused on traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets, specialty food distributors and DSO channels. Our customers include The Kroger Co., Ahold USA, Safeway Inc., Wal-Mart Stores, Inc., SAM's CLUB, Costco Wholesale Corporation, SYSCO Corporation, US Food Service, Cracker Barrel Old Country Store, Gourmet Award, Kehe Food Distributors, Inc., Haddon House Food Products Inc., Wakefern Food Corp., Pathmark Stores Inc. and Stop & Shop Supermarket Co. In recent years, 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 the stability of our financial results and 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 approximately 37.0% of our pro forma net sales in fiscal year 2003 and no single customer accounting for more than 6.1% of our pro forma net sales in fiscal year 2003. Our focused DSO system, concentrated in the greater New York metropolitan area, provides us with strong relationships at the fragmented independent and small chain food retailer level, superior store penetration and preferred shelf product placement. This sales and distribution system enables us to introduce and sell new products effectively to our existing grocery customers. In fiscal 2003, 9.9% of our net sales were in the greater New York metropolitan area.

        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company. Our management team has operated successfully within a leveraged capital structure and has developed and implemented a business strategy which has enabled us 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 our continued success and will continue to hold approximately 4.7% of our fully diluted common shares outstanding following this offering assuming the over-allotment option with respect to the EISs is exercised in full.

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        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities. Our management has demonstrated an ability to improve performance of acquired operations by expanding distribution channels, enlarging geographic reach, managing trade and promotional spending more effectively, improving packaging and introducing new product line extensions. Our acquisitions have broadened our product offerings, and expanded our geographic reach and many have significantly increased our net sales and free cash flow reach. We believe that our ability to achieve operating efficiencies and economies of scale has enabled us to acquire and integrate new acquisitions in a timelier manner than most of our competitors.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable period in the prior year, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform. Historically, we have utilized debt and cash flow from operations to finance growth in our business, including our acquisitions and we have operated successfully with a leveraged capital structure. We have been able to maintain and increase our profitability and free cash flow due to our strong market positions, strong relationships with our customers and suppliers, minimal corporate overhead, efficient and flexible manufacturing and sourcing and focused promotional and marketing spending.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow 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:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support. Consumer marketing support, which has been limited historically, can help us to increase our sales within existing distribution channels and attract new consumers to our portfolio of brands. Additional slotting can also help us to broaden the geographic distribution of certain of our brands.

        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. 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 growth opportunities for our brands. These other retail markets include mass merchants, warehouse club stores, convenience stores, drug stores and food services.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license. Our management has a demonstrated capability of introducing new products, including Emeril's branded products, Cozy Cottage Sugar-free Syrup, the Polaner Sugar-free line and Underwood Premium Chunk Chicken Breast. We believe we are quicker and more economical in developing and launching new products than most traditional processed food companies as evidenced by our successful launch of our Emeril's branded products within four months of the product line's conception and its profitability in its first year of introduction.

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        Capitalize on higher growth Mexican segment of food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, enabling us to leverage our distribution platform. With the acquisition of Ortega, we have established a strong national presence in the Mexican food segment. Combined with our Las Palmas and Trappey's brands, we are well-positioned to capitalize on this ethnic foods segment, which is expected to grow at a faster rate than the food industry as a whole. During the nine months ended July 3, 2004, the first nine months following the acquisition of Ortega, we have been able to increase Ortega's net sales by over 9.4% versus the comparable prior year period when the business was not owned by us.

        Expand brand portfolio with new licensing arrangements.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. 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 September 2000 to $25.4 million in fiscal 2003. We intend to pursue additional licensing arrangements with third parties to introduce and market other products and to build on the success we achieved with our Emeril's line. See "—Trademarks and Licensing Agreements" below.

Acquisition Strategy

        Since 1996, we have successfully acquired and integrated 16 separate brands into our operations. We believe we are an attractive acquirer for small to mid-size independent food companies and brands and non-core divisions of larger processed food companies who have made a strategic decision to divest those properties. Successful future acquisitions can enhance our portfolio of existing businesses, further leveraging our existing platform.

        We intend to make selective acquisitions of processed food companies and non-core brands of larger processed food companies that have the following characteristics:

•

annual net sales under $100.0 million with strong margins that we believe we can sustain or improve;



•

strong brand equities;



•

leading market positions in their respective shelf-stable food categories;



•

opportunities to expand distribution and grow in our existing channels of distribution;



•

cost synergies with our existing manufacturing, sourcing, sales and distribution infrastructure; and



•

attractive valuations relative to cash flow of the acquired businesses.

        We have a disciplined approach and significant experience identifying, evaluating, acquiring, and integrating prospective acquisition targets. For each acquisition we have completed, we have utilized a multi-discipline internal task force with expertise in sourcing, manufacturing, distribution, billing, human resources and information technology as a means to quickly and successfully integrate acquired companies into our operations. For example, following our recent acquisition of the Ortega line of products, we integrated the entire business into our existing business within the first 30 days following the close of the acquisition. During the nine months ended July 3, 2004, the first three fiscal quarters following the acquisition of Ortega, we have been able to increase net sales of the Ortega line of products by over 9.4% versus the comparable prior year period and expand our EBITDA margin to 19.6%, compared to our EBITDA margin of 18.1% in the prior year period. We intend to continue to pursue acquisitions in which we believe we have opportunities to realize sales, earnings and free cash flow growth.

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        The following table lists our acquisitions completed since 1996:

Year Acquired	Company	Brands	Purchase Price(1) (Dollars in millions)
2003	Ortega	Ortega	$	118.2
1999	Heritage Brands	B&M	$	194.1
		Underwood
		Ac'cent
		Joan of Arc
		Sa-són
		Las Palmas
1999	Polaner	Polaner	$	30.6
1998	Maple Grove Farms of Vermont	Maple Grove Farms of Vermont	$	32.8
1997	Trappey's Brands	Trappey's	$	12.5
		Red Devil
1997	Selected Nabisco Brands	Regina	$	50.6
		Wright's
		Brer Rabbit
		Vermont Maid
1996	Bloch & Guggenheimer and Burns & Ricker	Bloch & Guggenheimer Burns & Ricker® (2)	$	70.0

(1)

Includes transaction fees and assumed debt, if any.

(2)

We sold Burns & Ricker in 2001 for $26.0 million as a strategic divestiture and to pay off a portion of our debt.

Sales, Marketing and Distribution

        Sales.    Our sales organization is aligned by distribution channels and consists of 86 employees, 21 regional sales managers and key account managers. Regional sales managers sell our products nationwide through national and regional food brokers, with separate organizations focusing on specialty, food service, grocery chain accounts and special markets. Our sales managers coordinate our broker sales efforts and make key account calls with buyers or distributors and supervise retail coverage of the products at the store level through brokers.

        Our sales strategy is centered around the individual brands. We set quotas for our sales force and allocate promotional spending for each of the brands. Regional sales managers coordinate promotions with customers. Additionally, our marketing department works in conjunction with the sales department to coordinate special account activities and marketing support, such as couponing and public relations.

        Over the past several years, we established a national sales force that is capable of supporting our current business as well as potential new acquisitions. We have primarily developed our national sales force internally, and did not integrate sales and marketing personnel from acquired companies in connection with most of our brand acquisitions. In the case of the Maple Grove Farms of Vermont acquisition, management retained the brand's sales force to serve the specialty channel related to that brand and for future specialty-oriented brands that we might develop, license or acquire in the future.

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This same sales force subsequently launched the Emeril's brand. The current national sales force is very experienced and was able to integrate Ortega within 30 days following the close of the acquisition.

        Our DSO sales force consists of seven managers and 31 sales representatives that work with individual stores in the New York metropolitan area. These sales representatives visit the 2,000 stores within the DSO area on a weekly or bi-weekly basis.

        Marketing.    Our marketing organization is aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where the spending will have the greatest impact. Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting 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. Consumer promotion and coupons supplement this activity. Our trade spending has remained stable as a percent of sales throughout fiscal 2002 and fiscal 2003, countering industry trends. Our rigorous in-house system tracks spending through the planning and execution phases and is used as a check on customer invoicing and deductions, as well. This system has allowed us to address rapidly any unauthorized deductions, improving the chance of recovering funds.

        Distribution.    We distribute our products through a multiple-channel system that we have developed as we have grown our business. The system operates primarily from three major distribution centers, which for fiscal 2003 shipped approximately 72% of orders on a full truckload basis via common carriers. We believe our distribution system has sufficient capacity to accommodate incremental product volume in a cost-effective manner, as demonstrated recently in the Ortega acquisition.

Customers

        Our top ten customers accounted for approximately 37% of our fiscal 2003 pro forma net sales, as if our acquisition of Ortega had occurred as of December 29, 2002, and no single customer accounted for more than 6.1% of our fiscal 2003 pro forma net sales.

Seasonality

        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 due to the diversity of our product and brand portfolio.

        We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers 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.

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, advertising and other activities and the ability to identify and satisfy emerging consumer preferences. We compete with numerous 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 we. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our product initiatives, product innovation, advertising and promotional activities. In

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addition, from time to time, we experience margin pressure in certain markets as a result of competitors' pricing practices.

        Our most significant competitors for our pickles and peppers products are Vlasic® and Mt. Olive® branded products. In addition, J.M. Smucker is the main competitor for our fruit spread products marketed under the Polaner label. The Maple Grove Farms of Vermont pure maple syrup competes directly with the SpringTree™ brand in the pure maple syrup category. Our Vermont Maid syrup products also have a number of competitors in the general pancake syrup market, including Aunt Jemima®, Mrs. Buttersworth™ and Log Cabin®. The B&M Baked Bean and Joan of Arc products compete with Bush's® brand products. Ortega products compete with the Old El Paso® and Taco Bell® brands.

        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 with products found in the refrigerated sections of grocery stores, and all our brands compete against private label store brands to varying degrees.

Facilities and Production

        Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054. Our manufacturing plants are generally located near major customer markets and raw materials. Of our six manufacturing facilities, five are owned and one is leased, as of July 3, 2004. Management believes that our manufacturing plants have sufficient capacity to accommodate our planned growth. As of July 3, 2004, we operated the manufacturing and warehouse facilities described in the table below:

Facility Location	Owned/ Leased	Description
Hurlock, MD	Owned	Manufacturing/Warehouse
Portland, ME	Owned	Manufacturing/Warehouse
New Iberia, LA	Owned	Manufacturing/Warehouse
Stoughton, WI	Owned	Manufacturing/Warehouse
St. Johnsbury, VT	Owned	Manufacturing/Warehouse
Hurlock, MD	Owned	Warehouse
St. Evariste, Quebec	Owned	Storage Facility
Sharptown, MD	Owned	Storage Facility
Parsippany, NJ	Leased	Headquarters
Roseland, NJ	Leased	Manufacturing/Warehouse
La Vergne, TN	Leased	Distribution Center
Houston, TX	Leased	Distribution Center
Biddeford, ME	Leased	Distribution Center
Seaford, DE	Leased	Distribution Center
Bentonville, AR	Leased	Sales Office

        Co-Packing Arrangements.    In addition to our own manufacturing plants, we source a significant portion of our products under "co-packing" agreements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize Company-owned manufacturing facilities most effectively. Third parties produce Regina, Underwood, Las Palmas and Joan of Arc brand products and certain Emeril's and Ortega brand products under co-packing agreements or purchase orders. Underwood brand products are produced pursuant to a co-packing agreement that expires December 31, 2006, with automatic one-year extensions thereafter unless either

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party provides at least one year's prior notice. Las Palmas brand 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 brand products are produced under a co-packing agreement that is in effect until March 31, 2005 and then continues in effect for successive one-year periods unless either party provides written notice to the other party at least twelve months in advance. Regina brand products and certain Emeril's brand products are produced by co-packers on a purchase order basis. Ortega brand salsa and peppers are co-packed under agreements that expire on December 31, 2006 (after which we have three one-year extension options) and June 30, 2004 (with two automatic one-year extensions), respectively. Each of our co-packers produces products for other companies as well. We believe that there are alternative sources of co-packing production readily available for our products, although we may experience short term disturbances in our operations if we are required to change our co-packing productions.

Raw Materials

        We purchase agricultural products and other raw materials from a variety of suppliers, including 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.

        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, we are still exposed to potential increases in raw material costs. Moreover, due to the competitive environment in which we operate, we may be unable to increase the prices of our products to offset any increase in the cost of raw materials. As a result, any such increase could have a material adverse effect on our profitability, financial condition, results of operations or liquidity.

Trademarks and Licensing Agreements

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 230 trademarks that are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. Examples of our trademarks and registered trademarks include Ac'cent, B&G, B&G Sandwich Toppers, B&M, Bloch & Guggenheimer, Brer Rabbit, Cozy Cottage, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Regina, Sa-són, Trappey's, Underwood, Vermont Maid and Wright's. We consider our trademarks to be of special significance in our business. We are not aware of any circumstances that would negatively impact our trademarks. Our new revolving credit facility will be secured by substantially all of our assets (other than our real property), including our rights to our intellectual property.

        In June 2000 we entered into a license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). This license agreement grants us an exclusive license to use the intellectual property owned by EFLP relating to Mr. Lagasse, including the name "Emeril Lagasse" and pictures, photographs and other personality material, in connection with the manufacturing, marketing and distribution of dry seasoning, liquid seasoning, condiments, sauces, dressings and certain other products through retail channels in the United States, the Caribbean and Canada. We also have the right of first negotiation with respect to other shelf-stable grocery products. Under the license agreement, EFLP owns all of the recipes that it provides to us and all of our Emeril's brand products and related marketing materials are subject to the prior approval of EFLP, which approval may not be unreasonably withheld. In

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addition, we are prohibited from entering into similar arrangements with other chefs or celebrities in connection with any of the products covered by our agreement with EFLP.

        The license agreement has been extended through June 2005 and is subject to extension and renewal at our option for an indefinite period if we meet specified annual net sales results. Among other things, we are obligated to introduce and market new products in each year of the license agreement and to pay EFLP royalties based on annual net sales of our Emeril's brand products. The license agreement may be terminated by EFLP if we are in breach or default of any of our material obligations thereunder. We have also agreed to indemnify EFLP with respect to claims under the license agreement, including claims relating to any alleged unauthorized use of any mark, personality or recipe by us in connection with the products in the Emeril's line of products.

Employees and Labor Relations

        As of July 3, 2004, our workforce consisted of 796 employees. Of that total, 546 employees were engaged in manufacturing, 96 were engaged in marketing and sales, 122 were engaged in distribution and 32 were engaged in administration. Approximately 290 of our 796 employees, as of July 3, 2004, were covered by collective bargaining agreements. In general, we consider our employee and union relations to be good.

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.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003 a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

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 federal, 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 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, consolidated financial condition, results of operations or liquidity.

        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

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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.

        We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us new import and export regulations. Under the Act, among other things, we are required to provide specific information about the food products we ship into the U.S. and to register our manufacturing facilities with the FDA.

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, consolidated financial condition, results of operations or liquidity, 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 property. Since January 17, 2001, together with our environmental services firms, we have worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection (NJDEP). After completion of the work we submitted our findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and we are awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

        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 and paid as of January 3, 2004.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill in New Jersey, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

        We are involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of our management, the ultimate disposition of these other matters will not have a material adverse effect on our business, consolidated financial position, results of operations or liquidity.

        We are subject to environmental regulations in the normal course of business. Our management believes that the cost of compliance with such regulations will not have a material adverse effect on our business, consolidated financial position, 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 stockholders or until his successor has been elected and qualified.

Name	Age	Position
Leonard S. Polaner	73	Chairman of the Board of Directors of B&G Foods and Director nominee for B&G Holdings
David L. Wenner	54	President, Chief Executive Officer and Director of B&G Holdings and B&G Foods
Robert C. Cantwell	47	Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods
David H. Burke	62	Executive Vice President of Sales of B&G Foods
James H. Brown	62	Executive Vice President of Manufacturing of B&G Foods
Albert J. Soricelli, Jr.	51	Executive Vice President of Marketing and Strategic Planning of B&G Foods
Thomas J. Baldwin	45	Director B&G Holdings and B&G Foods
William F. Callahan III	63	Director of B&G Foods
James R. Chambers	47	Director of B&G Foods and Director nominee for B&G Holdings
Nicholas B. Dunphy	56	Director of B&G Holdings and B&G Foods
Alfred Poe	55	Director of B&G Foods and Director nominee for B&G Holdings
Stephen C. Sherrill	51	Director of B&G Holdings and B&G Foods
Cynthia T. Jamison	45	Director nominee for B&G Holdings

        Leonard S. Polaner, Chairman of the Board:    Leonard Polaner has been Chairman of the Board of B&G Foods since March 1993 when the Polaner business was sold to International Home Foods, Inc. Prior to that time, Mr. Polaner was the President and Chief Executive Officer of Polaner/B&G Inc., positions which he assumed upon joining the 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 President and a member of the Board of Directors.

        David L. Wenner, President, Chief Executive Officer and Director:    David Wenner is President and Chief Executive Officer of B&G Holdings and B&G Foods, positions he has held since March 1993, and has been a director of B&G Holdings and B&G Foods 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.

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        Robert C. Cantwell, Executive Vice President of Finance, Chief Financial Officer:    Robert Cantwell is the Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods. 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.

        David H. Burke, Executive Vice President of Sales:    David Burke is Executive Vice President of Sales of B&G Foods. 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 Director of Broker Sales. Mr. Burke also spent four years with Pet Inc. as Vice President of sales 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 Executive Vice President of Manufacturing of B&G Foods 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, Jr., Executive Vice President of Marketing & Strategic Planning:    Albert Soricelli is Executive Vice President of Marketing and Strategic Planning of B&G Foods. Prior to joining our company in 2000, Albert Soricelli held various executive positions in the food and consumer products industry. Mr. Soricelli spent 18 years at American Home Foods in Madison, New Jersey where he held the position of Senior Vice President/General Manager. More recently, Mr. Soricelli served as President, Consumer Division, of Nice Pak Inc. in Orangeburg, New York, a baby wipe 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 B&G Holdings and B&G Foods since 1997. Since March 2000, Mr. Baldwin has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. From 1996 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. Mr. Baldwin is a director of The Sheridan Group, Inc.

        William F. Callahan III, Director:    William Callahan has been a director of B&G Foods 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 has served as 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 of B&G Foods since 2001. Mr. Chambers is President and Chief Executive Officer of Remy Amerique, Inc., a subsidiary of Remy Cointreau. Prior to Remy, Mr. Chambers was Chief Executive Officer of Paxonix, Inc., a wholly owned

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subsidiary of MeadWestvaco Inc. from 2001 to 2002. During 2000, he was Chief Executive Officer and President of Netgrocer.com, Inc., an online grocery retailer. Prior to that, Mr. Chambers was Group President of Information Resources, Inc., one of the largest research consultancies in the United States, from 1997 to 1999. From 1981 through 1996, Mr. Chambers held various positions with Nabisco, Inc., including President-Refrigerated Foods, Senior Vice President of Sales and Customer Service and Vice President, Information Technology.

        Nicholas B. Dunphy, Director:    Nicholas Dunphy has been a director of B&G Holdings and B&G Foods since 2000. Mr. 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. 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 of B&G Foods since 1997. He is currently the Chief Executive Officer of Aja Restaurant Corp., serving as such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. 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 director of B&G Holdings and B&G Foods since 1997. Mr. Sherrill has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. 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 Doane Pet Care Enterprises, Inc., Remington Arms Company, Inc. and Alliance Laundry Systems LLC.

        Cynthia T. Jamison, Director nominee:    Cynthia Jamison is a nominee to our board of directors. Ms. Jamison currently serves as chief financial officer of Cosi, Inc. Ms. Jamison is a partner with Tatum CFO Partners, LLC. As a Tatum partner, she served as the chief financial officer of Savista Corporation (formerly eMac Digital, LLC) a software/BPO company owned by Kohlberg Kravis Roberts & Co. Prior to Savista, she was chief operating officer of SurePayroll, Inc., an internet payroll company, from August 2002 to August 2003. She has previously held several additional chief financial officer positions, including Near North Insurance, Inc., an insurance company, from March 2002 to July 2002; CultureWorx, Inc., a software company, from August 2000 to February 2002; Illinois Superconductor Corporation, a telecommunications company, from August 1999 to August 2000; and Chart House Enterprises, a restaurant company, from June 1998 to April 1999. From 1981 to 1998 she held various financial positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She has held board seats at Tractor Supply Company, Inc., and Horizon Organic Holdings, Inc. (both NASDAQ), where she sat on the companies' audit and compensation committees.

Composition of the Board After the Offering

        Prior to the consummation of the Transactions, we intend to increase the size of our board of directors and to appoint Messrs. Chambers, Poe and Polaner and Ms. Jamison to the board. Each of them has consented to so serve. Their appointment will be subject to the consummation of the Transactions. In addition, we expect that Mr. Baldwin will resign as a director. Therefore, following the consummation of the Transactions, including the merger of B&G Foods with and into B&G Holdings,

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we anticipate that our board of directors will consist of Messrs. Chambers, Dunphy, Poe, Polaner, Sherrill and Wenner and Ms. Jamison.

        So long as our sponsor investor, Bruckmann, Rosser, Sherrill & Co., L.P., together with its affiliates, beneficially owns more than 10% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will be entitled to elect two directors to the board of directors. In accordance with the restated stockholders agreement, so long as the holders of our Class B common stock have the right to elect two directors, the holders of our Class B common stock have agreed to vote for the two director nominees nominated by our sponsor investor.

Committees of the Board

        The standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and governance committee.

Audit Committee

        The principal duties and responsibilities of our audit committee will be as follows:

•

to serve as an independent and objective party to monitor our financial reporting process and internal control systems;



•

to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate authority over the relationship between us and our independent registered public accounting firm; and



•

to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management and the board of directors.

        The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties. It will also have the authority to retain counsel and advisors to fulfill its responsibilities and duties. Prior to the consummation of the Transactions, Messrs. Dunphy and Poe and Ms. Jamison will be appointed to our audit committee. Each is independent under the listing standards of the American Stock Exchange and as that term is used in Section 10A(m)(3) of the Securities Act of 1934, as amended. The board of directors has determined that Ms. Jamison qualifies as an audit committee financial expert as that term is defined by applicable SEC regulations, and she will be designated as the audit committee's financial expert.

Compensation Committee

        The principal duties and responsibilities of the compensation committee will be as follows:

•

to discharge the board of directors' responsibilities relating to the compensation of our executive officers and directors;



•

to have overall responsibility for evaluating and approving our executive officer and director compensation plans, policies and programs, as well as all our equity-based compensation plans and policies; and



•

to prepare an annual report on executive compensation for inclusion in our proxy statement filed with the Securities and Exchange Commission.

        Prior to the consummation of the Transactions, Messrs. Chambers and Poe and Ms. Jamison will be appointed to our compensation committee. Each is independent under the listing standards of the American Stock Exchange with respect to compensation committees.

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Nominating and Governance Committee

        The principal duties and responsibilities of the nominating and governance committee will be as follows:

•

to assist the board of directors by identifying individuals qualified to become board members and members of board committees, to recommend to the board of directors nominees for the next annual meeting of stockholders, and to recommend to the board of directors nominees for each committee of the board of directors;



•

to lead the board of directors in its annual review of the board's and management's performance;



•

to monitor our corporate governance structure; and



•

to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable to us.

        Prior to the consummation of the Transactions, Messrs. Chambers and Dunphy and Ms. Jamison will be appointed to our nominating and governance committee. Each is independent under the listing standards of the American Stock Exchange with respect to nominating and governance committees.

Director Compensation and Arrangements

        During the 2003 fiscal year, non-employee 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. After the consummation of the Transactions, non-employee members of our board of directors will receive compensation in the amount of $30,000 per year for each year they serve on 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.

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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 2003, 2002 and 2001 paid to our five most highly compensated executive officers who were serving as such at January 3, 2004.

Summary Compensation Table

								Long-Term Compensation(3)
	Annual Compensation
Name and Principal Position								Securities Underlying Options	All Other Compensation(4)
	Year	Salary		Bonus(1)		Other(2)
David L. Wenner President and Chief Executive Officer	2003 2002 2001	$	325,111 299,621 274,573	$	325,500 250,005 275,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Robert C. Cantwell Executive Vice President of Finance and Chief Financial Officer	2003 2002 2001	$	241,132 229,854 216,688	$	175,000 139,653 159,600	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
David H. Burke Executive Vice President of Sales of B&G Foods	2003 2002 2001	$	233,102 222,102 209,698	$	163,100 129,502 147,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Albert J. Soricelli Executive Vice President of Marketing and Strategic Planning of B&G Foods	2003 2002 2001	$	224,871 212,852 199,525	$	157,500 124,253 140,000	$	10,000 10,000 10,000	— — 95,061	$	6,000 6,000 5,100
James H. Brown Executive Vice President of Manufacturing of B&G Foods	2003 2002 2001	$	201,332 191,640 181,294	$	145,600 116,669 133,000	$	13,101 12,350 12,350	— — —	$	6,000 6,000 5,100

(1)

Annual bonus earned under our company's annual bonus plan.

(2)

Includes personal use of a company automobile or automobile allowances paid.

(3)

Number of shares of common stock underlying options, effected for the stock split.

(4)

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

Long-Term Incentive Plan

        Our executive officers and other senior employees to be identified by the compensation committee of our board of directors will be eligible to participate in our long-term incentive plan (LTIP). The purpose of the LTIP will be to strengthen the mutuality of interests between the LTIP participants and holders of EISs. The LTIP will be administered by our compensation committee, which shall have the power to, among other things, determine:

•

those individuals who will participate in the LTIP;



•

the level of participation of each participant in an incentive pool;



•

the conditions that must be satisfied in order for the participants to vest in their allocated incentive pool amounts (including establishing specified performance targets that must be achieved in order for a pool to be created and amounts to be allocated to the participants); and

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•

other conditions that the participants must satisfy in order to receive payment of their allocated amounts.

        Under the LTIP, the maximum amount that any one participant can receive in respect of a one-year performance period is $1.0 million. The LTIP is an unfunded plan.

        Under the LTIP, participants will be eligible to receive certain amounts, initially credited to accounts created for them on our books and records as a percentage of an incentive pool. The incentive pool will be established if "excess cash," as defined in the indentures governing the senior subordinated notes and the senior notes, determined on a per-EIS basis and without regard to distributions under the LTIP (referred to as the potential per EIS distributable amount), exceeds a minimum per EIS distributable cash target amount for each of three performance periods. The three initial performance periods will be the periods beginning on the date of the offering and ending on January 1, 2005 (the last day of fiscal 2004) and the fiscal years 2005 and 2006. Generally, and subject to a participant's continued employment with us, the amounts credited to a participant's account will vest at the end of this multi-year period. However, participants who terminate employment with us prior to the end of this multi-year period due to death or disability will fully vest in their accounts at the time of their termination of employment, and participants whose employment is terminated by us without "cause" prior to the end of the multi-year period will vest in a portion of their accounts at the time of their termination of employment. All payments under the LTIP will be made in cash.

        The per EIS distributable cash target amount will be set by the compensation committee for each performance period. If the per EIS distributable cash target amount is achieved for each relevant performance period, then the compensation committee will most likely establish a reserve for the incentive pool equal to a percentage of the "excess." The excess is the amount by which the potential per EIS distributable amount exceeds the per EIS distributable cash target amount, multiplied by the average number of EISs issued and outstanding during the performance period. For the initial performance period, the amount of the incentive pool reserve will be 20% of the excess.

        Under the LTIP, in the event of a fundamental change (such as a merger or sale of all or substantially all of the assets or business of our company or acquisition by another entity of more than a 50% interest in us) of B&G Foods, the current performance period shall be deemed to end on the last day of the month prior to the effective date of the fundamental change. The potential per EIS distributable amount and the per EIS distributable cash target amount will be pro rated for the number of months in such shortened performance period. If the pro rated potential per EIS distributable amount exceeds the pro rated per EIS distributable cash target amount, then the incentive pool for the shortened performance period will be established based on the excess described above for the shortened performance period and immediately prior to the effective time of the fundamental change, participants shall vest in any unvested account balances (including amounts credited in prior performance periods).

        The compensation committee will have the power to amend or terminate the LTIP at any time. We intend for the LTIP to be a performance-based compensation arrangement within the meaning of Section 162(m) of the Internal Revenue Code of 1986, in order to ensure the full deductibility of all payments made under the LTIP to our executive officers and other senior employees whose compensation could otherwise be subject to the limitations on deductibility under Section 162(m).

Management Employment Agreements

        Effective as of the consummation of this offering and the other Transactions, we have entered into employment agreements with Mr. Wenner, Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown. The agreement with Mr. Wenner provides that he will be employed as our chief executive officer at a base salary of $340,000. The agreement with Mr. Cantwell provides that he will be employed as our chief financial officer at a base salary of $250,000. The agreement with Mr. Burke provides that he will be

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employed as our executive vice president of sales at a base salary of $244,000. The agreement with Mr. Soricelli provides that he will be employed as our executive vice president of marketing at a base salary of $237,000. The agreement with Mr. Brown provides that he will be employed as our executive vice president of operations at a base salary of $208,000.

        The term of each of these agreements is for two years beginning on the offering date, subject to automatic one-year extensions, unless earlier terminated. Each agreement may be terminated by the employee at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rules in the event of a change in control or in the event that we substantially alter his duties so that he can no longer perform his duties in accordance with his agreement with us. The special notice rules are described below.

        Each agreement may also be terminated by us for any reason, including for "cause" (we must give 60 days advance written notice if the termination is without cause). As defined in each agreement, a termination for cause includes termination by us due to illegal conduct, habitual unexcused absence, habitual substance abuse, willful disclosure of confidential company information, intentional violation of our conflicts of interest policies, failure to comply with the lawful directions of the board of directors and, except with respect to Mr. Wenner, the chief executive officer, and willful misconduct or gross negligence that results in harm to us. The employee will be considered to be terminated without cause if he resigns because we have altered his duties so substantially that he can no longer perform them in accordance with his agreement with us or because his principal employment location has been moved by more than 45 miles. In this event, he must notify us within 30 days and must allow us 15 days to restore his duties. The employee will also be considered to be terminated without cause if he terminates his employment following a change in control. In this event, he must give us written notice of his resignation within 120 days after the change in control.

        Each employee's base salary as set forth above is subject to annual increases at the discretion of the board. Each employee is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 50% to 100% of his base salary with respect to Mr. Wenner and 35% to 70% of his base salary with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, if respective threshold or target performance benchmarks, as defined in the annual bonus plan, are met. Each employee is also eligible to participate in the LTIP described above. Each employee is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including a car and cellular phone allowance and (3) participate in all employee benefits plans maintained by us for our employees and (4) receive other customary employee benefits.

        In the case of termination by us without cause, termination by us due to the employee's disability, or a resignation by the employee described above that is considered to be a termination by us without cause, the employee will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a period of two years in the case of Mr. Wenner and for the severance period as defined below in the cases of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown: (1) his annual base salary and incentive compensation awards at the threshold amount, (2) continuation of the other employment benefits described above, (3) if legally allowed, two additional years of service credit under our qualified pension plan with respect to Mr. Wenner or additional service credit under our qualified pension plan equal to the number of years in the severance period with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown and (4) outplacement services. The severance period, in the case of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, is the (1) period beginning on the date of the employee's termination of employment and ending on the second anniversary of the effective date of our employment agreement with him if his termination occurs within one year after the effective date of the employment agreement, (2) one year after his termination of employment if his termination occurs after the first anniversary of the effective date of the employment agreement and (3) two years after his termination of employment if his termination is

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following a change in control. In addition, if the employee terminates his employment following a change in control and becomes subject to the "golden parachute" excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, his payments will be increased so that he will be in the same after-tax economic position that he would be in if the excise tax did not apply. If the employee's termination is due to his disability, his continued annual base salary will be reduced by amounts paid under a disability plan or insurance policy.

        During his employment and for one year after his voluntary resignation or termination for cause, each employee has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business. Receipt of the severance benefits is contingent on the employee's compliance with this agreement.

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 normally paid in cash in a lump sum following the close of each plan year. Executives generally must be employed on the last day of a plan year to receive an award, however, the plan provides for proration of awards in the event of certain circumstances such as the executive's promotion or demotion, death or retirement.

Transaction Bonus Arrangement

        Upon completion of this offering we will pay a cash bonus of $1.0 million in the aggregate to members of our management other than the six most senior executive officers. In addition, our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers (including our five most highly compensated officers) upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. We estimate the total compensation payable to the six most senior executive officers will be approximately $4.5 million (or $4.9 million if the underwriters' over-allotment option is exercised in full). Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

Stock Option Plan

        In order to attract, retain and motivate selected employees and officers of our company, we 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 736,263 shares of our common stock (after giving effect to the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock into 109.8901 shares of our Class B common stock). The option plan authorizes us 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 option plan provides that it may be administered by the Company's board of directors. Options granted under the option plan will be exercisable in accordance with the terms established by our board of directors. Upon the occurrence of a change in control as defined in the option plan any unvested outstanding options become immediately vested and exerciseable in full. Under the option plan, the board of directors determines the exercise price of each option granted, which in the case of incentive stock options, cannot be less than fair value. All option

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grants have been made with an exercise price equal to the fair value of our common stock as determined by a third party valuation. Options will expire on the date determined by the company's board of directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over five years. During fiscal year 2001, options to purchase 76,923 shares of our common stock were granted to Albert Soricelli. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of July 3, 2004, options to purchase 728,020 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the option plan. Simultaneously with, and subject to the closing of, the offering, all outstanding options under the option plan will be repurchased for cash and the option plan will be terminated.

Aggregate Option Exercises and Fiscal Year-End Option Value

        The following table sets forth certain information regarding options held by the named executive officers at January 3, 2004 (after giving effect to the 109.8901 for 1 conversion). None of the named executive officers exercised any options during fiscal 2003.

	Number of Shares of Class B Common Stock Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-the-Money Options at Fiscal Year End(1)
	Exercisable	Unexercisable	Exercisable		Unexercisable
David L. Wenner	76,923	—	$	596,922	$	—
Robert C. Cantwell	76,923	—		596,922		—
David H. Burke	76,923	—		596,922		—
Albert J. Soricelli, Jr.	46,153	30,770		358,147		238,775
James H. Brown	76,923	—		596,922		—

(1)

Value determined on a pro forma basis by reference to the anticipated value of the Class B common stock based upon the anticipated value of the Class A common stock represented by the EISs issued in the offering.

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 managing director of Bruckmann, Rosser, Sherrill & Co., Inc.

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 75.0% of compensation that would otherwise be paid to the participant in the applicable 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 ($12,000 in 2003 if the participant is under age 50, and $14,000 in 2003 if age is 50 or over). We make a 50.0% 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.

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Pension Plan

	Estimated Annual Pension
Remuneration	(Years of Service)
	15		20		25		30		35
$  40,000	$	4,500	$	6,000	$	7,500	$	9,000	$	10,500
$  60,000	$	7,712	$	10,283	$	12,853	$	15,424	$	17,994
$  80,000	$	11,162	$	14,883	$	18,603	$	22,324	$	26,044
$100,000	$	14,612	$	24,083	$	24,353	$	29,224	$	34,094
$120,000	$	18,062	$	24,083	$	30,103	$	36,124	$	42,144
$140,000	$	21,512	$	28,683	$	35,853	$	43,024	$	50,194
$160,000	$	24,962	$	33,283	$	41,603	$	49,924	$	58,244
$180,000	$	28,412	$	37,883	$	47,353	$	56,824	$	66,294
$200,000	$	31,862	$	42,483	$	53,103	$	63,724	$	74,344

        Benefits under the plan are calculated generally under a formula of 0.75% of final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, 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, with compensation limited to $200,000 as required by Section 401(a)(17) of the Internal Revenue Code of 1986. As of January 3, 2004, the years of credited service for each of the executive officers named in the summary compensation table above were: Mr. Wenner, 14; Mr. Cantwell, 20; Mr. Burke, 13; Mr. Brown, 16; and Mr. Soricelli, four. The benefits listed in the pension plan table are not subject to deduction for Social Security or other offset amounts.

Equity Compensation Plan Information

        The following table provides information about our common stock that may be issued upon the exercise of stock options and stock units under all of our equity compensation plans in effect as of January 3, 2004 (after giving effect to the 109.8901 for 1 conversion). Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, and all of our equity compensation plans will be terminated.

					Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
Plan Category
		(a)	(b)		(c)
Equity compensation plans approved by security holders		728,020	$	0.09	8,243
Equity compensation plans not approved by security holders		75,603	$	0.09	0
	Total	803,623	$	0.09	8,243

Material Features of Individual Arrangements Not Approved by Securityholders

        Options to purchase 75,603 shares of our common stock have been granted pursuant to a license agreement with a third party that is neither a director, officer nor existing stockholder of our company nor an affiliate thereof. All of such options are exercisable at a price of $0.09 per share of common stock, are fully vested and expire on June 9, 2010. Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, including those granted pursuant to the licensing agreement.

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OWNERSHIP OF CAPITAL STOCK

        The following table sets forth information as of October 7, 2004 with respect to the beneficial ownership of our common stock before and after the completion of the Transactions, after giving effect to the conversion in the merger of each outstanding share of common stock into 109.8901 shares of Class B common stock, and shows the number of and percentage owned by:

•

each person or entity who owns five percent or more of common stock,



•

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.

        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 or warrants currently exercisable or exercisable within 60 days of October 7, 2004 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. After repaying all of our outstanding borrowings under our existing senior credit facility, retiring all of our existing senior subordinated notes and repurchasing all of our preferred stock, we will use all remaining net proceeds of this offering (after giving effect to the payment of transaction fees, prepayment penalties, expenses and transaction bonuses) to repurchase 2,704,334 shares of our Class B common stock, options and warrants (or 5,231,335 shares of Class B common stock, options and warrants if the underwriters' over-allotment option is exercised in full). Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

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	Number and Percent of Shares Beneficially Owned Prior to the Transactions				Number and Percent of Shares Beneficially Owned After the Transactions Assuming No Exercise of the EIS Over- Allotment Option			Number and Percent of Shares Beneficially Owned After the Transactions Assuming Full Exercise of the EIS Over-Allotment Option on the Closing Date
Name of Beneficial Owner	Class B Common Stock		Percent		Class B Common Stock	Percentage of Total Common Shares		Class B Common Stock	Percentage of Total Common Shares
Bruckmann, Rosser, Sherrill & Co., L.P. (1)	11,046,311	(2)	83.4	%	10,166,011	33.7	%	5,542,337	20.1	%
Canterbury Mezzanine Capital II, L.P. (3)	1,083,287	(4)	8.5	%	1,002,041	3.3	%	546,295	2.0	%
Protostar Equity Partners, L.P.(5)	361,095		3.0	%	334,013	1.1	%	182,098	*—
Leonard S. Polaner (6)(7)	406,593	(8)	3.5	%	214,286	*		214,286	*
David L. Wenner (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
David H. Burke (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
James H. Brown (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Robert C. Cantwell (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Albert J. Soricelli (6)	375,823	(9)	3.2	%	214,286	*		214,286	*
Thomas J. Baldwin (6)(10)	54,945		*		—	—		—	—
Alfred Poe (6)	54,945		*		—	—		—	—
William F. Callahan III (6)	159,340		1.4	%	—	—		—	—
James R. Chambers (6)	—		—		—	—		—	—
Stephen C. Sherrill (6)(10)	215,240	(11)	1.9	%	199,061	*		108,534	*
Nicholas B. Dunphy (12)(13)	—		—		—	—		—	—
Cynthia T. Jamison	—		—		—	—		—	—
All directors and officers as a group (13 persons) (7)(10)(12)	2,893,258	(8)(9)(11)	24.0	%	1,484,777	4.9	%	1,394,250	5.1	%

*

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 1,650,716 shares of Class B common stock, exercisable within 60 days of October 7, 2004.

(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 1,083,287 shares of Class B common stock, exercisable within 60 days of October 7, 2004.

(5)

Includes warrants to purchase 361,095 shares of Class B common stock, exercisable within 60 days of October 7, 2004. The address for Protostar Equity Partners, L.P. is 13-15 West 54^th Street, Fourth Floor, New York, NY 10019.

(6)

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

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(7)

Includes 329,670 shares of Class B common stock issued to Ellen Polaner as Trustee under the Indenture of Leonard Polaner dated March 9, 1998 for the benefit of Steven Polaner, Doug Polaner and Max Polaner. Mr. Polaner disclaims beneficial ownership of such shares.

(8)

Includes 76,923 options to purchase 76,923 shares of Class B common stock exercisable within 60 days of October 7, 2004.

(9)

Includes 46,153 options to purchase 46,153 shares of Class B common stock exercisable within 60 days of October 7, 2004. Does not include 30,770 options to purchase 30,770 shares that are not yet vested but that will be repurchased concurrently with the offering.

(10)

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.

(11)

Includes warrants to purchase 32,358 shares of Class B common stock, exercisable within 60 days of October 7, 2004.

(12)

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

(13)

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

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement and Registration Rights Agreement

        Stockholders Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P. (BRS), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a 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 Holdings and its subsidiaries. Concurrently with, and subject to the closing of, this offering, the agreement will be restated. A copy of the form of restated stockholders agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

        The restated stockholders agreement will contain provisions that restrict the ability of our sponsor investors and our management stockholders from transferring any Class B common stock, except to their affiliates or as otherwise permitted pursuant to the terms of the restated stockholders agreement. Beginning on the 181^st day following this offering, the holders of our Class B common stock may sell shares of Class B common stock to a third party in a private sale (other than to the public), provided that the third-party purchaser becomes a party to the restated stockholders agreement and makes a representation that it and its related persons do not hold, and, for so long as it holds Class B common stock, will not acquire any separate senior subordinated notes (not in the form of EISs). The restrictions in this paragraph do not apply to sales to certain permitted transferees of the holders of our Class B common stock.

        The restated stockholders agreement will also contain a non-competition restriction that will apply to our management stockholders of Class B common stock and limit their ability to compete with us during their employment and for a period of ten months following any termination of employment (except a termination by us without cause).

        Repurchase of our Class B Common Stock.    Neither we nor the holders of shares of Class B common stock will have any repurchase right or obligation with respect to the Class B common stock. However, the restated stockholders agreement will provide that if we and the holders of shares of Class B common stock agree that we will repurchase any shares of Class B common stock from such holders that the price per share of Class B common stock to be repurchased will be equal to the per share fair market value of our Class A common stock at such time, which shall generally be equal to the price of the Class A common stock on the American Stock Exchange if the Class A common stock is then listed or if it is not then listed, as determined by an independent appraisal firm. The restated stockholders agreement will also provide that until the second anniversary following the consummation of this offering we will not be permitted to repurchase shares of Class B common stock if following any such repurchase the aggregate number of shares of Class B common stock that remains outstanding would be less that 2,755,644.

        Registration Rights Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a registration rights agreement pursuant to which B&G Holdings has granted registration rights to the existing stockholders of B&G Holdings with respect to its common stock. Concurrently with, and subject to the closing of the offering, the registration rights agreement will be restated. A copy of the form of restated registration rights agreement is included in the restated stockholders agreement filed as an exhibit to the registration statement of which this prospectus is a part.

        The registration rights agreement will provide that following the earliest of:

•

the fifth anniversary of the closing of this offering;



•

the date upon which at least 10% of Class A common stock issued in this offering is held separately and not in the form of EISs so that a separate trading market in the Class A common

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stock has developed and has subsisted for at least 180 days, as evidenced by the listing of the Class A common stock on the American Stock Exchange, any other national stock exchange or Nasdaq or any other national quotation system, provided that at least one year has elapsed since the closing of this offering, and

•

any earlier date, provided that we first confirm that the exercise of the registration rights will not adversely affect our treatment of the EISs and the separate senior subordinated notes for financial reporting purposes,

holders of our Class B common stock may demand registration of their Class B common stock two times per year; provided, however, that not less than a specified minimum number of shares of Class B common stock is requested to be registered. Holders of Class B common stock will have rights to piggyback on any registration of Class B common stock.

        In addition, following the date upon which the demand registration rights become effective as set forth above, and after there has been a registration, if any, of the Class B common stock, holders of Class B common stock will have piggyback rights whenever (if at all) we register additional EISs or Class A common stock, subject to certain cutbacks (the Class B common stock would be the first to be cut back) and certain other conditions. We will have the right in the event of any demand registration to preempt such registration by offering to repurchase the shares of Class B common stock sought to be registered for their per share fair market value (as determined above under "—Repurchase of our Class B Common Stock").

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

        We 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 we pay Bruckmann, Rosser, Sherrill & Co., Inc. $500,000 per annum for management, business and organizational strategy and merchant and investment banking services rendered to us and B&G 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 increase in payments under the management agreement with Bruckmann, Rosser, Sherrill & Co., L.P. are restricted by the terms of the indentures governing our company's existing 9⁵/8% senior subordinated notes due 2007. Concurrently with, and subject to the closing of, the offering, the management agreement will be terminated.

        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. In connection with the acquisition of the Ortega line of products, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price. Concurrently with and subject to the closing of the offering, the transaction services agreement will be amended to provide that transaction fees will be payable as described above unless a majority of disinterested directors determine otherwise. Bruckmann, Rosser, Sherrill & Co., Inc. will not receive any transaction fees in connection with the Transactions.

Roseland Lease

        We are a party to a lease for our Roseland facility with 426 Eagle Rock Avenue Associates, a real estate partnership of which Leonard S. Polaner, our Chairman, is the general partner. We paid $59,600 per month in rent to 426 Eagle Rock Avenue Associates pursuant to the Roseland lease. Beginning April 1, 2004, our monthly rent increased to $68,500. The lease expires in 2009. 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.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

New Revolving Credit Facility

        Concurrently with this offering, we will enter into a new senior secured revolving credit facility with availability of up to $30.0 million. Our direct and indirect domestic subsidiaries will guarantee our obligations under the new revolving credit facility. The new revolving credit facility will mature five years after the closing of this offering and the other Transactions.

        The new revolving credit facility will include a sub-limit for letters of credit, and any outstanding letters of credit will be deducted from availability under the new revolving credit facility. The amounts drawn under the new revolving credit facility will initially bear interest at either a base rate plus a margin or LIBOR plus a margin. We will pay customary commitment fees on the unused portion of the new revolving credit facility.

        The new revolving credit facility will be secured by first priority liens on substantially all of our assets and our subsidiaries' assets except our real property. The new revolving credit facility will contain a number of negative covenants restricting, among other things, optional payments and modifications of subordinated and other indebtedness; distributions, dividends and repurchases of capital stock and other equity interests (other than the payments of dividends in respect of our Class A and Class B common stock permitted by the indenture with respect to the notes) acquisitions and investments; indebtedness; liens; affiliate transactions; sales of assets; and capital expenditures.

        The new revolving credit facility will also contain the following financial covenants: a minimum interest coverage ratio, a maximum senior leverage ratio and a maximum total leverage ratio. We will be required to maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0.



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.75 to 1.0.



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        We will not be permitted to pay dividends on our Class A or Class B common stock unless we remain in compliance with these specified financial covenants.

        The new revolving credit facility will contain customary events of default.

New Senior Subordinated Notes

        Concurrently with this offering, we will separately offer $124.3 million aggregate principal amount of 12.0% senior subordinated notes due 2016 ($143.0 million aggregate principal amount if the EIS underwriters exercise their over-allotment option with respect to the EISs in full) as part of our EIS offering. Each EIS will initially represent one share of our Class A common stock and $7.15 principal amount 12.0% senior subordinated notes.

        Concurrently with this offering, we will also separately offer an additional $22.8 million aggregate principal amount of 12.0% senior subordinated notes due 2016.

Interest Payment Dates. Interest on the senior subordinated notes will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 commencing on January 30, 2005.

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        Maturity Date.    The senior subordinated notes will mature on, October 30, 2016, unless earlier redeemed at our option as described below.

        Optional Redemption.    We may not redeem the notes prior to October 30, 2009. On and after October 30, 2009, we may redeem for cash all or part of the senior subordinated notes upon not less than 30 or more than 60 days' notice by mail to the owners of senior subordinated notes, at redemption prices specified in the indenture governing the senior subordinated notes. If we redeem any senior subordinated notes, the senior subordinated notes and Class A common stock represented by each EIS will be automatically separated.

        Change of Control.    Upon the occurrence of a change of control, unless we have exercised our right to redeem all senior subordinated notes as described above, each holder of the senior subordinated notes will have the right to require us to repurchase that holder's senior subordinated notes at a price equal to 101% of the principal amount of the senior subordinated notes being repurchased, plus any accrued and unpaid interest to the date of repurchase. In order to exercise this right, a holder must separate the senior subordinated notes and Class A common stock represented by such holder's EISs.

        Ranking.    The senior subordinated notes will be unsecured obligations and will be subordinated in right of payment to all of our existing and future senior secured and senior unsecured indebtedness, including the indebtedness under our new revolving credit facility and our senior notes. The senior subordinated notes will rank pari passu in right of payment with all of our subordinated indebtedness.

        Note Guarantees.    The senior subordinated notes will be jointly and severally and fully and unconditionally guaranteed by all of our existing domestic subsidiaries and certain future domestic subsidiaries on an unsecured and subordinated basis on the terms set forth in the indenture governing the senior subordinated notes. The senior subordinated note guarantees will be subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including the indebtedness under our new revolving credit facility and the senior notes. Our present foreign subsidiary, Les Produits Alimentaires Jacques et Fils Inc., and any future foreign or partially owned domestic subsidiaries will not be guarantors of our senior subordinated notes.

        Restrictive Covenants.    The indenture governing the senior subordinated notes will contain covenants with respect to us and will restrict the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; specified creation of liens, sale-leaseback transactions and sales of assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates.

Procedures Relating to Subsequent Issuances. The indenture governing the senior subordinated notes will provide that in the event we issue additional senior subordinated notes having substatially identical terms as the senior subordinated notes but a different CUSIP number, each holder of EISs or senior subordinated notes, as the case may be, agrees that a portion of such holder's senior subordinated notes, whether held as part of EISs or separately, will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and exchange, without any action by such holder, each holder of EISs or separately held senior subordinated notes, as the case may be, will own an indivisible unit composed of notes of each separate issuance in the same proportion as each holder. However, the aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. The indenture governing the senior subordinated notes will permit issuances of additional notes upon exchange of shares of Class B common stock by the holders of our Class B common stock for EISs and for other permitted purposes, subject to

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compliance with certain debt covenants. The automatic exchange of notes summarized above should not impair the rights that any holder would otherwise have to assert a claim under applicable securities laws against us with respect to the full amount of senior subordinated notes purchased by such holder. However, subsequent issuance of senior subordinated notes by us may adversely affect the tax and non-tax treatment of the EISs and senior subordinated notes.

Existing Credit Facility

        We have an existing senior credit facility consisting of a term loan and a revolving credit facility. Immediately following and subject to the completion of the Transactions, we intend to repay the outstanding principal amount under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest and terminate the facility. With respect to the existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

Existing Senior Subordinated Notes

        As of July 3, 2004, B&G Foods had $220.0 million aggregate principal amount of 9⁵/8% Senior Subordinated Notes due 2007 outstanding. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

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DESCRIPTION OF NOTES

        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 its successor in accordance with the terms of the indenture, and not to any of its subsidiaries.

        B&G Foods will issue the notes under an indenture among itself, the Guarantors and The Bank of New York, as trustee. See "Notice to Investors." The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

        The following description is only a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, define your rights as a holder of the notes. We have filed a copy of the indenture as an exhibit to the registration statement that includes this prospectus. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        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 Note Guarantees

The Notes

        The notes:

•

will be general unsecured obligations of B&G Foods;



•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of B&G Foods;



•

will be senior in right of payment to the Senior Subordinated Notes and any future subordinated Indebtedness of B&G Foods; and



•

will be fully and unconditionally guaranteed by the Guarantors.

However, the notes will be effectively subordinated to all borrowings under the senior credit facility, which will be secured by substantially all of the assets of B&G Foods and the Guarantors. See "Risk Factors—Your right to receive payments on the notes is effectively subordinated to the rights of our existing and future secured creditors."

The Note Guarantees

        The notes will be jointly and severally and fully and unconditionally guaranteed by all of B&G Foods' Domestic Subsidiaries.

        Each guarantee of the notes:

•

will be a general unsecured obligation of the Guarantor;



•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor; and



•

will be senior in right of payment to that Guarantor's guarantee of the Senior Subordinated Notes and to any future subordinated Indebtedness of that Guarantor.

        Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the

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holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The Guarantor Subsidiaries generated 100% of our pro forma consolidated net sales on a pro forma as adjusted basis for fiscal 2003 and 99.9% of our as adjusted consolidated assets as of January 3, 2004. As of the date of the indenture, our only non-Guarantor Subsidiary will be Les Produits Alimentaires Jacques et Fils Inc.

        As of the date of the indenture, all of our Subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not guarantee the notes and will not be subject to many of the restrictive covenants in the indenture.

Principal, Maturity and Interest

        B&G Foods will issue $240.0 million in aggregate principal amount of notes in this offering. B&G Foods may issue additional notes under the indenture ("Additional Notes") from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture, including 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 October 1, 2011.

        Interest on the notes will accrue at the rate of 8.0% per annum and will be payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2005. Interest on overdue principal and interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. B&G Foods will make each interest payment to the holders of record on the immediately preceding March 15 and September 15.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid or provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to B&G Foods, B&G Foods will pay, or cause to be paid, all principal, interest and premium, if any, on that holder's notes in accordance with those instructions. All other payments on the 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 noteholders 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 Restricted Subsidiaries may act as paying agent or registrar.

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 and holders will be required to pay all taxes due on transfer. B&G Foods will not be required to transfer or exchange any note selected for redemption.

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Also, B&G Foods will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

        The notes will be guaranteed by each of B&G Foods' current and future Domestic Subsidiaries. The Note Guarantees will be joint and several obligations of the Guarantors and those obligations will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries."

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than B&G Foods or another Guarantor, unless:

(1)

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



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under the indenture, its Note Guarantee pursuant to a supplemental indenture satisfactory to the trustee; or



(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the "Asset Sale" provisions of the indenture.

        The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(3)

if B&G Foods designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;



(4)

upon legal defeasance or satisfaction and discharge of the indenture as provided below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"; or



(5)

if such Guarantor no longer constitutes a Domestic Subsidiary.

        See "—Repurchase at the Option of Holders—Asset Sales."

Optional Redemption

        At any time prior to October 1, 2007, B&G Foods may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including Additional Notes, if any) at a redemption price of 108.0% of the principal amount, plus accrued and unpaid

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interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of B&G Foods; provided that:

(1)

at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by B&G Foods and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

        Except pursuant to the preceding paragraph, the notes will not be redeemable at B&G Foods' option prior to October 1, 2008.

        On or after October 1, 2008, B&G Foods may redeem all or a 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, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2008	104.000	%
2009	102.000	%
2010 and thereafter	100.000	%

        Unless B&G Foods defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

        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 of $1,000) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer (subject to the conditions required by applicable law, if any), B&G Foods will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. No earlier than ten and no later than 20 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 Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the note completed, to the paying agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third business day prior to the Change of Control Payment Date.

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        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws in connection with the repurchase of notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

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

(1)

accept for payment all notes or portions of notes 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 Officer's 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 properly 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. 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.

        B&G Foods will not be required to make a Change of Control Offer upon a Change of Control if (1) 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 properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

        The occurrence of the events constituting a Change of Control under the Indenture could result in an event of default under the Credit Agreement and under B&G Foods' or its Subsidiaries' other Credit Facilities and debt instruments. The definition of "change of control" under the Credit Agreement is substantially the same as that in the Indenture. Following such an event of default under the Credit Agreement, the lenders under the Credit Agreement or such other Credit Facilities and debt instruments would have the right to require the immediate repayment of the Indebtedness thereunder in full, and might have the right to require such repayment prior to the Change of Control Payment Date on which B&G Foods would be required to repurchase the notes.

        No assurances can be given that B&G Foods will have funds available or otherwise will be able to purchase any notes upon the occurrence of a Change of Control. The provisions of the indenture relating to a Change of Control in and of themselves may not afford holders of the notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect holders of the notes if such transaction is not the type of transaction included within the definition of a Change of Control. A transaction involving management or Affiliates of B&G Foods likewise will result in a Change of Control only if it is the type of

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transaction specified by the definition. The existence of the foregoing provisions relating to a Change of Control may or may not deter a third party from seeking to acquire us in a transaction which constitutes a Change of Control and may or may not discourage or make more difficult the removal of incumbent management.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of B&G Foods and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require B&G Foods to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of B&G Foods and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions of the indenture related to B&G Foods' obligations to make a Change of Control Offer may be waived or modified with the written consent of the holders of a majority in aggregate principal amount of the notes then outstanding.

Asset Sales

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

(1)

B&G Foods (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by B&G Foods or such Restricted 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 liabilities, as shown on B&G Foods' most recent consolidated balance sheet, of B&G Foods or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets and B&G Foods or such Restricted Subsidiary is released from further liability;



(b)

any securities, notes or other obligations received by B&G Foods or any such Restricted Subsidiary from such transferee that are converted by B&G Foods or such Restricted Subsidiary into cash within 180 days after such Asset Sale, to the extent of the cash received in that conversion; and



(c)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        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 the preceding paragraph. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, B&G Foods (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1)

to repay, prepay or purchase Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to acquire all or substantially all of the assets of another Permitted Business, or to acquire any Capital Stock of another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of B&G Foods;

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(3)

to make a capital expenditure;



(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or



(5)

any combination of the foregoing clauses (1) through (4).

        In the case of clauses (2) and (4) above, B&G Foods will be deemed to have complied with its obligations in the preceding paragraph if it enters into a binding commitment to acquire such assets or Capital Stock prior to 360 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition is completed within 180 days following the expiration of the aforementioned 360 day period. If the acquisition contemplated by such binding commitment is not consummated on or before such 180^th day, and B&G Foods has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180^th day, such commitment shall be deemed not have been a permitted application of Net Proceeds. Pending the final application of any Net Proceeds, B&G Foods may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, B&G Foods will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes (containing provisions similar to those set forth in the indenture with respect to offers) to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, B&G Foods may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Any Asset Sale Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

        The agreements governing B&G Foods' other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute an Asset Sale. The exercise by the holders of notes of their right to require B&G Foods to repurchase the notes upon an Asset Sale could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on B&G Foods. In the event an Asset Sale occurs at a time when B&G Foods is prohibited from purchasing notes, B&G Foods could seek the consent of its senior lenders to purchase notes or could attempt to refinance the borrowings that contain such prohibition. If B&G Foods does not obtain a consent or repay those borrowings, B&G Foods will remain prohibited from purchasing notes. In that case, B&G Foods' failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, B&G Foods' ability to pay cash to the holders of notes upon a repurchase may be limited by B&G Foods' then existing financial resources.

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Selection and Notice

        If less than all of the notes are to be redeemed or purchased in an offer to purchase at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

        Notes that are redeemed in part must be in multiples of $1,000 only. 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 address last shown upon the registry books of B&G Foods' registrar, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. 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; provided that the principal amount specified must be $1,000 or an integral multiple thereof. 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 notes called for redemption.

Certain Covenants

Restricted Payments

        B&G Foods will not, and will not permit any of its Restricted 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 Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving B&G Foods or any of its Restricted Subsidiaries) or to the direct or indirect holders of B&G Foods' or any of its Restricted 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 and other than dividends or distributions payable to B&G Foods or a Restricted Subsidiary 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 (other than any such Equity Interest owned by a wholly owned Restricted Subsidiary of B&G Foods) of B&G Foods or any direct or indirect parent 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 of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among B&G Foods and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or



(4)

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

unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and:

(1)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0, such Restricted

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Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the date of the indenture (except for Restricted Payments made pursuant to clause (1) (so long as such Restricted Payment was previously included for purposes of this calculation (to the extent required to be so included) at the time of its declaration), (2), (3), (6), (11), (13), (14) or (15) of the next succeeding paragraph), is less than the sum, without duplication of:

(a)

Excess Cash of B&G Foods for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture 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; plus

(b)

100% of the aggregate net cash proceeds received by B&G Foods since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of B&G Foods (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of B&G Foods that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of B&G Foods); plus

(c)

100% of the Fair Market Value as of the date of issuance of any Equity Interests (other than Disqualified Stock) issued since the date of the indenture by B&G Foods as consideration for the purchase by B&G Foods or any of its Restricted Subsidiaries of all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger, consolidation or other business combination permitted under the indenture); plus

(d)

to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or other property or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment or the Fair Market Value of such other property (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(e)

to the extent that any Unrestricted Subsidiary of B&G Foods designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture or merges or consolidates with or into, or is liquidated into, B&G Foods or any of its Restricted Subsidiaries, the lesser of (i) the Fair Market Value of B&G Foods' Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture (the amount determined at any time pursuant to items (b), (c), (d) and (e) being referred to as the "Incremental Funds"); minus

(f)

the aggregate amount of Restricted Payments made in reliance on Incremental Funds pursuant to this clause (1) or clause (2) below; or



(2)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is less than 1.6 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the beginning of the fiscal quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning

115

only distributions on B&G Foods' common stock), is less than the sum, without duplication, of:

(a)

$10.0 million less the aggregate amount of all Restricted Payments made by B&G Foods pursuant to this clause (2)(a) during the period ending on the last day of the fiscal quarter of B&G Foods immediately preceding the fiscal quarter in which such Restricted Payment is made and beginning on the date of the indenture, plus

(b)

Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above;

provided that only Restricted Payments that are distributions on B&G Foods' common stock may be made pursuant to this clause (2).

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;



(2)

so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale within 10 business days (other than to a Subsidiary of B&G Foods) of, Equity Interests of B&G Foods (other than Disqualified Stock) or from the contribution of common equity capital to B&G Foods within 10 business days; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph;



(3)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or issuance of Disqualified Stock permitted to be issued by the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" within 10 business days from such incurrence or issuance;



(4)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of B&G Foods to the holders of its Equity Interests on a pro rata basis;



(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of B&G Foods or any Restricted Subsidiary of B&G Foods held by any current or former officer, director or employee of B&G Foods or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option plan or any other management or employee benefit plan or agreement, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds received by B&G Foods or any of its Restricted Subsidiaries (to the extent contributed to B&G Foods) from sales of Equity Interests (other than Disqualified Stock) of B&G Foods to officers, directors or employees of B&G Foods or any of its Restricted Subsidiaries that occur after the date of the indenture (provided that the amount of such cash proceeds used for any such repurchase, redemption, acquisition or retirement will not increase the amount available for

116

Restricted Payments under clause (1)(b) of the preceding paragraph and provided that B&G Foods may elect to apply all or any portion of the aggregate increase contemplated by this proviso in any calendar year); provided, further, that cancellation of Indebtedness owing to B&G Foods from members of management of B&G Foods or any Restricted Subsidiary in connection with a repurchase of Equity Interests of B&G Foods will not be deemed to constitute a Restricted Payment;

(6)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;



(7)

so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of B&G Foods or any Restricted Subsidiary of B&G Foods issued on or after the date of the indenture in accordance with the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(8)

so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and within 60 days after the completion of the related Change of Control Offer, any purchase or redemption of Indebtedness of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by B&G Foods or any of its Restricted Subsidiaries;



(9)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents a portion of the exercise price thereof;



(10)

payments of dividends to B&G Foods solely to enable it to make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;



(11)

so long as no Default has occurred and is continuing or would be caused thereby, the acquisition of any shares of Disqualified Stock of B&G Foods in exchange for other shares of Disqualified Stock of B&G Foods or with the net cash proceeds from an issuance of Disqualified Stock by B&G Foods within 10 business days of such issuance, in each case that is permitted to be issued under the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(12)

so long as no Default has occurred and is continuing or would be caused thereby, the First Four Dividend Payments;



(13)

the repurchase of shares of our Class B common stock on the date of the indenture or on the closing date(s) of the exercise of the over-allotment option relating to the EISs (which closing date(s) shall occur on or before November 13, 2004);



(14)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of the indenture; and



(15)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of shares of our Class B common stock issued on or before the date of the indenture with the proceeds of an issuance of EISs or, if no EISs are outstanding on the date of repurchase, the issuance of Senior Subordinated Notes and B&G Foods' Class A common stock, in either case completed substantially contemporaneously with such repurchase and, in

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respect of any Senior Subordinated Notes, incurred pursuant to clause (19) of the second paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," provided that such transactions may only be consummated in accordance with the Securities Holders Agreement, provided, further, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph.

        If B&G Foods' Net Cash Balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then until the earlier of (a) the first fiscal year end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $10.0 million and (b) the first fiscal quarter end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $12.5 million, the amount of Excess Cash that B&G Foods may use to make dividends or other distributions on its common stock pursuant to the second clause (1) of the first paragraph of this covenant shall be reduced to 98.0% thereof.

        For purposes of this covenant, 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 Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of B&G Foods whose resolution with respect thereto will be delivered to the trustee to the extent that such Fair Market Value exceeds $10.0 million. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (15) above or is entitled to be made pursuant to the first paragraph of this covenant, B&G Foods will be permitted, in its sole discretion, to classify the Restricted Payment in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

        B&G Foods will not, and will not permit any of its Restricted 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 B&G Foods will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that B&G Foods may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the 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 or such preferred stock is issued, as the case may be, would have been at least 2.0 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 or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by B&G Foods and any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of B&G Foods and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $50.0 million and (y) the amount of the Borrowing Base as of the date of such incurrence;

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(2)

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



(3)

the incurrence of up to $166.0 million of Senior Subordinated Notes and the related guarantees thereof by B&G Foods and the Guarantors;



(4)

the incurrence by B&G Foods and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture;



(5)

the incurrence by B&G Foods or any of its Restricted 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 design, construction, installation or improvement of property, plant or equipment used in the business of B&G Foods or any of its Restricted Subsidiaries (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5), not to exceed $20.0 million at any time outstanding;



(6)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (6), (17) or (18) of this paragraph;



(7)

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



(a)

if B&G Foods or any Guarantor is the obligor on such Indebtedness and the payee is not B&G Foods or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of B&G Foods, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than B&G Foods or a Restricted 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 Restricted Subsidiary of B&G Foods, will be deemed, in each case, to constitute an incurrence of such Indebtedness by B&G Foods or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);



(8)

the issuance by any of B&G Foods' Restricted Subsidiaries to B&G Foods or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than B&G Foods or a Restricted Subsidiary of B&G Foods; and



(b)

any sale or other transfer of any such preferred stock to a Person that is not either B&G Foods or a Restricted Subsidiary of B&G Foods,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

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(10)

the guarantee by B&G Foods or any of its Restricted Subsidiaries of Indebtedness of B&G Foods or a Restricted Subsidiary of B&G Foods that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;



(11)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness in respect of bankers' acceptances, performance, bid and surety bonds and completion guarantees provided in the ordinary course of business;



(12)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;



(13)

the incurrence of Indebtedness arising from agreements of B&G Foods or any of its Restricted Subsidiaries 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 Restricted Subsidiary, other than the Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted 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 Restricted 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 non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by B&G Foods and Restricted Subsidiaries in connection with such disposition;



(14)

the incurrence of Indebtedness owed to any Person in connection with worker's compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to B&G Foods or any of its Restricted Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;



(15)

pledges, deposits or payments made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations, or arising from guarantees to suppliers, lessors, licenses, contractors, franchisees or customers of obligations, other than Indebtedness, made in the ordinary course of business;



(16)

the incurrence of Indebtedness by B&G Foods or any of its Restricted Subsidiaries issued to directors, officers or employees of B&G Foods or any of its Restricted Subsidiaries in connection with the redemption or purchase of Capital Stock that, by its terms, is subordinated to the notes, is not secured by any assets of B&G Foods or any of its Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the notes, in an aggregate principal amount at any time outstanding not to exceed $2.0 million;



(17)

the incurrence of Indebtedness by B&G Foods or any Restricted Subsidiary to finance the acquisition (including, without limitation, by way of a merger) of Capital Stock of any Person engaged in, or assets used or useful in, a Permitted Business; provided that the Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which

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internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred at the beginning of such four-quarter period;

(18)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $20.0 million; and



(19)

the incurrence by B&G Foods of Indebtedness in the form of Senior Subordinated Notes in connection with the issuance of EISs or, if there are no EISs outstanding on the date of such issuance, the issuance of our Class A common stock, (and in each case, the incurrence of the related guarantees in respect of such Senior Subordinated Notes by the Guarantors), provided that (a) no Default or Event of Default has occurred and is continuing at the time of such issuance or would be caused thereby, (b) the ratio of the aggregate principal amount of such Senior Subordinated Notes over the number of additional shares of B&G Foods' Class A common stock issued contemporaneously therewith shall not exceed (i) the equivalent ratio with respect to the EISs outstanding immediately prior to such issuance, or (ii) if there are no EISs outstanding immediately prior to such issuance, the equivalent ratio with respect to the EISs outstanding on the date of the indenture, and (c) B&G Foods uses the proceeds of such issuance solely to repurchase shares of Class B common stock issued on or before the date of the indenture from holders thereof in accordance with the Securities Holders Agreement.

        B&G Foods will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of B&G Foods or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of B&G Foods solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, B&G Foods will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that B&G Foods or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and



(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

Liens

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) to secure Indebtedness of any kind on any asset 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 (or, if such obligations are subordinated by their terms to the notes or the Note Guarantees, prior to 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 Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to B&G Foods or any of its Restricted Subsidiaries, 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 Restricted Subsidiaries;



(2)

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



(3)

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

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

(1)

agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the Senior Subordinated Note Indenture, as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;



(2)

the indenture, the notes and the Note Guarantees;



(3)

applicable law, rule, regulation or order;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by B&G Foods or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any

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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;

(5)

customary non-assignment provisions in contracts, licenses and other commercial agreements entered into in the ordinary course of business;



(6)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;



(7)

any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(8)

Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the senior management or Board of Directors of B&G Foods, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(9)

any restriction on the transfer of assets under any Lien permitted under the indenture imposed by the holder of the Lien;



(10)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of B&G Foods' Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and



(11)

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

Merger, Consolidation or Sale of Assets

        B&G Foods will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not B&G Foods is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of B&G Foods and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either: (a) B&G Foods is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, which corporation becomes the co-issuer of the notes pursuant to a supplemental indenture reasonably satisfactory to the trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of B&G Foods under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

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(3)

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



(4)

B&G Foods 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, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either:



(a)

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



(b)

have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of B&G Foods immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition.

        In addition, B&G Foods will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of B&G Foods with an Affiliate solely for the purpose of reincorporating B&G Foods in another jurisdiction; or



(2)

any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among B&G Foods and its Restricted Subsidiaries.

Transactions with Affiliates

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, on or after the date of the indenture, make any payment to, or sell, lease, transfer or otherwise dispose of any of its 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 B&G Foods (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to B&G Foods or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by B&G Foods or such Restricted Subsidiary with a Person that is not an Affiliate of B&G Foods; 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 $5.0 million, a resolution of the Board of Directors of B&G Foods set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of B&G Foods or, if none, a disinterested representative appointed by the Board of Directors for such purpose; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to B&G Foods or such Subsidiary of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not less favorable to B&G Foods and its Restricted Subsidiaries than could reasonably be expected to be obtained in a comparable transaction with a Person that is not an Affiliate of B&G Foods, as issued by an accounting, appraisal or investment banking firm of national standing.

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        The following items 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, officer or director indemnification agreement or any similar arrangement entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;



(2)

transactions between or among B&G Foods and/or its Restricted Subsidiaries;



(3)

transactions with a Person (other than an Unrestricted Subsidiary of B&G Foods) that is an Affiliate of B&G Foods solely because B&G Foods owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;



(4)

fees and compensation paid to officers and employees of B&G Foods or any Restricted Subsidiaries, to the extent such fees and compensation are reasonable and customary, and payment of reasonable directors' fees to Persons who are not otherwise Affiliates of B&G Foods;



(5)

any issuance or sale of Equity Interests (other than Disqualified Stock) of B&G Foods to Affiliates, employees, officers and directors of B&G Foods or any of its Restricted Subsidiaries;



(6)

Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments";



(7)

fees payable to BRS or an Affiliate of BRS under the Transaction Services Agreement;



(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;



(9)

loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;



(10)

any agreement as in effect and entered into as of the date of the indenture, including the Securities Holders Agreement, or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the date of the indenture;



(11)

any transaction or series of transactions between B&G Foods or any Restricted Subsidiary and any of their Joint Ventures; provided that (a) such transaction or series of transactions is in the ordinary course of business between B&G Foods or such Restricted Subsidiary and such Joint Venture and (b) with respect to any such Affiliate Transaction involving aggregate consideration in excess of $5.0 million, such Affiliate Transaction complies with clause (1) of the preceding paragraph and such Affiliate Transaction has been approved by the Board of Directors of B&G Foods;



(12)

any service, purchase, lease, supply or similar agreement entered into in the ordinary course of business between B&G Foods or any Restricted Subsidiary and any Affiliate that is a customer, client, supplier or purchaser or seller of goods or services, so long as the senior management or Board of Directors of B&G Foods determines in good faith that any such agreement is on terms no less favorable to B&G Foods or such Restricted Subsidiary than those that could be obtained in a comparable arms'-length transaction with an entity that is not an Affiliate; and

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(13)

the payment of all fees and expenses related to the Transactions.

Business Activities

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to B&G Foods and its Restricted Subsidiaries taken as a whole, as reasonably determined in good faith by the Board of Directors of B&G Foods.

Additional Note Guarantees

        If B&G Foods or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel (subject to customary assumptions and exceptions) satisfactory to the trustee within 10 business days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of B&G Foods may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary the aggregate Fair Market Value of all outstanding Investments owned by B&G Foods and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under the definition of Permitted Investments, as determined by B&G Foods. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of B&G Foods may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of B&G Foods as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of B&G Foods as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," B&G Foods will be in default of such covenant. The Board of Directors of B&G Foods may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of B&G Foods; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of B&G Foods of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

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Limitation on Sale and Leaseback Transactions

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

(1)

B&G Foods or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens";



(2)

the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and



(3)

the transfer of assets in that 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."

No Amendment to Subordination Provisions

        Without the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding, B&G Foods will not amend, modify or alter the Senior Subordinated Note Indenture in any way to:

(1)

increase the rate of or change the time for payment of interest on any Senior Subordinated Notes;



(2)

increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Senior Subordinated Notes;



(3)

alter the redemption provisions or the price or terms at which B&G Foods is required to offer to purchase any Senior Subordinated Notes; or



(4)

amend the provisions of Article 10 of the Senior Subordinated Note Indenture (which relate to subordination).

Payments for Consent

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of 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 and 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 required by the rules and regulations of the SEC, so long as any notes are outstanding, B&G Foods will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if B&G Foods were required to file such reports; and

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(2)

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

provided, however, that the availability of the foregoing materials on the SEC's EDGAR service or on B&G Foods' website shall be deemed to satisfy B&G Foods' delivery obligations hereunder.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on B&G Foods' consolidated financial statements by B&G Foods' independent registered public accounting firm. In addition, B&G Foods will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request.

        If at any time B&G Foods is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, B&G Foods will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. B&G Foods will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept B&G Foods' filings for any reason, B&G Foods will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if B&G Foods were required to file those reports with the SEC.

        If B&G Foods has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of B&G Foods and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of B&G Foods.

        In addition, B&G Foods and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs, they will furnish to the holders of notes 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 will be an "Event of Default" under the indenture:

(1)

default for 30 consecutive days in the payment when due of interest on the notes;



(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;



(3)

failure by B&G Foods or any of its Restricted 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 Restricted Subsidiaries for 30 days to comply with the provisions described under the captions "—Repurchase at the Option of the Holders—Change of Control" or "—Asset Sales";



(5)

failure by B&G Foods or any of its Restricted Subsidiaries for 60 days after written notice to B&G Foods by the trustee or the holders of at least 25% in aggregate principal amount of the

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notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(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 Restricted Subsidiaries (or the payment of which is guaranteed by B&G Foods or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, 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 $10.0 million or more;

(7)

failure by B&G Foods or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry;



(8)

except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;



(9)

a payment of dividends by B&G Foods on its common stock (A) during the continuance of an Event of Default, (B) pursuant to the second clause (1) under "Restricted Payments" when the then-available financial statements presented to the Board of Directors show a Fixed Charge Coverage Ratio of less than 1.6 to 1.0, or (C) pursuant to the second clause (2) under "Restricted Payments," when the then-available financial statements presented to the board of directors show that the amount of dividends exceeds the amount permitted to be paid under such clause; and



(10)

certain events of bankruptcy or insolvency described in the indenture with respect to B&G Foods or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to B&G Foods, any Restricted Subsidiary of B&G Foods that is a Significant Subsidiary or any group of Restricted Subsidiaries of B&G Foods that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        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 aggregate 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 if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

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        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1)

such holder has previously given the trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;



(3)

such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or 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 or premium, if any, 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. Upon becoming aware of any Default or Event of Default, B&G Foods is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Affiliates and Stockholders

        No past, present or future director, officer, employee, direct or indirect incorporator, Affiliate, stockholder or controlling Person, of B&G Foods or any Guarantor, as such, or any successor entity, will have any liability for any obligations of B&G Foods or the Guarantors under the notes, the indenture, the Note Guarantees 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 note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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 and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance"). If Legal Defeasance occurs, B&G Foods and the Guarantors will be deemed to have paid and discharged all amounts owed under the notes and the Note Guarantees, and the indenture will cease to be of further effect as to the notes and Note Guarantees, except for:

(1)

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

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(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' and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance and Covenant 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 and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will 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 of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or independent registered public accounting firm, to pay the principal of, or interest and premium, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and B&G Foods must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;



(2)

in the case of Legal Defeasance, B&G Foods must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) 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 (subject to customary assumptions and exceptions) will 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 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 must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) reasonably acceptable to the trustee confirming that 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 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 has occurred and is 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) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(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

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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 deliver to the trustee an Officer's 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 any creditors of B&G Foods or others; and



(7)

B&G Foods must deliver to the trustee an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

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

        Without the consent of each holder of notes affected, an amendment, modification, supplement 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;



(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, including default interest, on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, 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 then outstanding 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 interest or premium, if any, 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");



(8)

amend the covenant described above under the caption "—Certain Covenants—Restricted Payments" in any way that would permit B&G Foods to take any action described in clauses (1) or (2) of the first paragraph of such covenant when it would not have otherwise been permitted to take such action under the terms of such covenant as in effect on the date of the indenture;

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(9)

release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or



(10)

make any change in the preceding amendment, supplement and waiver provisions that requires each holder's consent.

        The consent of the holders of notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the indenture becomes effective, B&G Foods is required to mail to holders of notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of notes, or any defect therein, will not impair or affect the validity of the amendment.

        Notwithstanding the preceding, without the consent of any holder of notes, B&G Foods, the Guarantors and the trustee may amend, modify or supplement the indenture or the notes or the Note Guarantees:

(1)

to cure any ambiguity, omission, 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' or a Guarantor's obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of B&G Foods' or such Guarantor's assets, as applicable;



(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, the notes or the Note Guarantees of any such holder;



(5)

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



(6)

to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;



(7)

to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture;



(8)

to comply with the provisions of DTC or the trustee with respect to the provisions of the indenture and the notes relating to transfers and exchanges of notes or beneficial interests in the notes; or



(9)

to evidence the release of any Guarantor permitted to be released under the terms of the indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:



(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by B&G Foods or any Guarantor and thereafter repaid to B&G Foods or discharged from their trust, have been delivered to the trustee for cancellation; or

133

(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and B&G Foods or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(3)

B&G Foods or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

B&G Foods has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, B&G Foods must deliver an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions) to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of B&G Foods or any Guarantor, the indenture limits the right of the trustee 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 as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate 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 occurs and is continuing, 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 has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

        Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Notes will be issued at the closing of this offering only against payment in immediately available funds.

        The notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

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        Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

        The following operations and procedures are solely within the control of DTC's settlement system and are subject to changes by it. B&G Foods takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. However, B&G Foods will remain responsible for any actions DTC and participants take in accordance with instructions provided by B&G Foods.

        DTC has advised B&G Foods that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised B&G Foods that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and



(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors who are Participants may hold their interests therein directly through DTC. Investors who are not Participants may hold their interests therein indirectly through organizations which are Participants. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

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        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, B&G Foods and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither B&G Foods, the trustee nor any agent of B&G Foods or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised B&G Foods that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or B&G Foods. Neither B&G Foods nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and B&G Foods and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised B&G Foods that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Except for actions taken by DTC or its Participants or indirect Participants or their respective agents in accordance with our instructions, none of B&G Foods, the trustee and any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

(1)

DTC (a) notifies B&G Foods that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, B&G Foods fails to appoint a successor depositary within 120 days after the date of such notice from the depository;

136

(2)

B&G Foods, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or



(3)

there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

        B&G Foods will make, or cause to be made, payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. B&G Foods will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. B&G Foods expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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 defined terms used therein, 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, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted 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 will include the accreted value together with any interest thereon that is more than 30 days past due; provided, further, that Indebtedness of such other Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person will not be Acquired Debt.

        "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," as used with respect to any Person, means 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 Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

137

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of B&G Foods and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance or sale of Equity Interests in any of B&G Foods' Restricted Subsidiaries (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than B&G Foods or a Restricted Subsidiary) or the sale of Equity Interests in any of its Subsidiaries.

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

(1)

any single transaction or series of related transactions that involves (a) assets having a Fair Market Value of less than $1.5 million or (b) net proceeds of less than $1.5 million;



(2)

a transfer of assets between or among B&G Foods and its Restricted Subsidiaries;



(3)

an issuance of Equity Interests by a Restricted Subsidiary of B&G Foods to B&G Foods or to a Restricted Subsidiary of B&G Foods;



(4)

the sale, lease, conveyance or other disposition of products, services, inventory, equipment or accounts receivable in the ordinary course of business, including any sale or other disposition of damaged, worn-out, obsolete, negligible or surplus assets in the ordinary course of business;



(5)

the sale or other disposition of cash or Cash Equivalents;



(6)

the surrender or waiver of contract rights, the settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business, and the granting of (or permitted realization of) Liens not prohibited by the indenture; and



(7)

a Restricted Payment that complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment.

        "Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value 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. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of "Capital Lease Obligation."

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

138

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;



(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "BRS" means Bruckmann, Rosser, Sherrill & Co. Inc.

        "Borrowing Base" means, as of any date, an amount equal to:

(1)

85% of the face amount of all accounts receivable owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 90 days past due; plus

(2)

50% of the book value of all inventory, net of reserves, owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date,

        in each case determined in accordance with GAAP.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock including, without limitation, corporate stock represented by EISs and corporate stock outstanding upon the separation of EISs into the securities represented thereby;



(2)

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



(3)

in the case of a partnership or limited liability company, partnership interests 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, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

(1)

United States dollars and Canadian dollars;



(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;



(3)

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

139

(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 one of the two highest ratings obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and, in each case, maturing within one year after the date of acquisition;



(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and



(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.

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

(1)

the direct or indirect 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 properties or assets of B&G Foods and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal;



(2)

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



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of B&G Foods, measured by voting power rather than number of shares; or



(4)

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

        "Change of Control Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Change of Control Payment Date" has the meaning assigned to that term in the indenture governing the notes.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries 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 Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period and including, without limitation, any Mark-to-Market Adjustment) and other non-cash expenses

140

(excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5)

if such period includes the quarter ended September 27, 2003, $2.2 million; plus

(6)

fees and expenses related to the Transactions not to exceed $12.0 million in the aggregate actually incurred within three months of the date of the indenture; plus

(7)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million; minus

(8)

non-cash items increasing such Consolidated Net Income for such period (including, without limitation, any Mark-to-Market Adjustment), other than the accrual of revenue in the ordinary course of business,

        in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted 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 Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;



(2)

the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income to such Person and its Restricted Subsidiaries 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 Restricted Subsidiary or its stockholders; and



(3)

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

        "Continuing Directors" 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 the date of the indenture; 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 of Directors at the time of such nomination or election.

        "Credit Agreement" means that certain Credit Agreement, to be dated as of October 14, 2004 by and among B&G Foods, the Guarantors, Lehman Commercial Paper, Inc., as administrative agent, and the lenders from time to time party thereto, providing initially for up to $30.0 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

141

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other lenders providing for revolving credit loans, term 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 (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) 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 written 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, in each case, at the option of the holder of the Capital Stock), 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 of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require B&G Foods to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that B&G Foods may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that B&G Foods and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiaries" means any Restricted Subsidiary of B&G Foods that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of B&G Foods.

        "Enhanced Income Securities" or "EISs" means the units of B&G Foods comprised of Senior Subordinated Notes and common 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).

        "Excess Cash" means, with respect to any specified Person for any period, the Consolidated Cash Flow of that Person for such period, minus the sum of the following, each determined for such period on a consolidated basis:

(1)

cash taxes paid for such Person and its Restricted Subsidiaries; plus

(2)

cash interest expense paid by such Person and its Restricted Subsidiaries, whether or not capitalized (including, without limitation, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates); plus

(3)

additions to property, plant and equipment and other capital expenditures of such Person and its Restricted Subsidiaries that are (or would be) set forth in a consolidated statement of cash

142

flows of such Person and its Restricted Subsidiaries for such period prepared in accordance with GAAP, except to the extent financed by the incurrence of Indebtedness; plus

(4)

the aggregate principal amount of long-term Indebtedness repaid by such Person and its Restricted Subsidiaries and the repayment by such Person and any Restricted Subsidiary of any short-term Indebtedness that financed capital expenditures referred to in clause (3) above, excluding any such repayments (a) under working capital facilities (except to the extent that such Indebtedness so repaid was incurred to finance capital expenditures as described in clause (3) above, (b) out of Net Proceeds of Assets Sales as provided in "—Repurchase at the Option of Holders—Asset Sales" and (c) through a refinancing involving the incurrence of new long-term Indebtedness.

        "Existing Indebtedness" means Indebtedness of B&G Foods and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and the Senior Subordinated Notes) in existence on the date of the indenture, reduced to the extent such amounts are repaid, refinanced or retired.

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of B&G Foods (unless otherwise provided in the indenture).

        "First Four Dividend Payments" means the dividend payments contemplated to be made by B&G Foods to holders of Class A common stock on January 30, 2005, April 30, 2005, July 30, 2005 and October 30, 2005 for the partial quarterly dividend payment period ending January 1, 2005 and the full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005, provided that the dollar amount of such dividend payments in the aggregate shall not be greater than the levels set forth in this prospectus under "Dividend Payments to Holders of EISs."

        "Fixed Charge Coverage Ratio" means with respect to any specified 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 the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and 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 will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act;



(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

143

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;



(4)

any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;



(5)

any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and



(6)

if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

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

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)

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

(3)

any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of B&G Foods (other than Disqualified Stock) or to B&G Foods or a Restricted Subsidiary of B&G Foods, 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, determined on a consolidated basis in accordance with GAAP; minus

(5)

charges attributable to the amortization of expenses relating to the Transactions incurred within 180 days of the date of the indenture; minus

(6)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million.

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        "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 Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect on the date of the indenture.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection or standard contractual indemnities in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

        "Guarantors" means each of:

(1)

BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Heritage Acquisition Corp., Maple Grove Farms of Vermont, Inc., Ortega Holdings Inc., Polaner, Inc., Trappey's Fine Foods, Inc. and William Underwood Company; and



(2)

any other Subsidiary of B&G Foods that executes a Note Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;



(2)

other agreements or arrangements designed to manage interest rates or interest rate risk; and



(3)

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

        "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of B&G Foods.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)

in respect of borrowed money;



(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



(3)

in respect of banker's acceptances;



(4)

representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;



(5)

representing the balance deferred and unpaid of the purchase price of any property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense or trade payable or any similar obligation to trade creditors; or

145

(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person; provided that if the holder of such Indebtedness has no recourse to such Person other than to the asset, the amount of such Indebtedness will be deemed to equal the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers in the ordinary course of business and commission, travel 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 B&G Foods or any Subsidiary of B&G Foods sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of B&G Foods such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of B&G Foods, B&G Foods will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of B&G Foods' Investments in such Subsidiary that were 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." The acquisition by B&G Foods or any Subsidiary of B&G Foods of a Person that holds an Investment in a third Person will not be deemed to be an Investment by B&G Foods or such Subsidiary in such third Person if the purpose of such acquisition by B&G Foods or such Subsidiary was not the Investment in such third Person. Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

        "Joint Venture" means any joint venture between B&G Foods and/or any Restricted Subsidiary and any other Person if such joint venture is:

(1)

owned 50% or less by B&G Foods and/or any of its Restricted Subsidiaries; and



(2)

not directly or indirectly controlled by or under direct or indirect common control of B&G Foods and/or any of its Restricted Subsidiaries.

        "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 and any filing of or agreement to give any financing statement relating to a lien on an asset under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Mark-to-Market Adjustment" means any non-cash expense or income resulting from current or future mark-to-market accounting that B&G Foods may apply with respect to any EISs, shares of B&G Foods Class A common stock, shares of B&G Foods Class B common stock or the Senior Subordinated Notes issued in connection with the Transactions or at any time thereafter.

        "Net Cash Balance" means, with respect to any specified Person for any fiscal period end, the amount of cash and cash equivalents set forth on such Person's balance sheet as of such period end minus the amount of any funded Indebtedness of such Person outstanding under any secured revolving credit facilities.

146

        "Net Income" means, with respect to any specified 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 or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



(2)

any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds received by B&G Foods or any of its Restricted 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 the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a 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.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither B&G Foods nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;



(2)

no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of B&G Foods or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and



(3)

as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of B&G Foods or any of its Restricted Subsidiaries.

        "Note Guarantee" means the Guarantee by each Guarantor of B&G Foods' obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of specified events as set forth in the indenture.

        "Permitted Business" means the business of B&G Foods and its Subsidiaries as existing on the date of the indenture and any other businesses that are the same, similar or reasonably related, ancillary or complementary thereto and reasonable extensions thereof.

        "Permitted Investments" means:

(1)

any Investment in B&G Foods or in a Restricted Subsidiary of B&G Foods;



(2)

any Investment in Cash Equivalents;

147

(3)

any Investment by B&G Foods or any Restricted Subsidiary of B&G Foods in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of B&G Foods; 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 Restricted Subsidiary of B&G Foods;



(4)

any 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";



(5)

any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of B&G Foods;



(6)

any Investments received (a) in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of B&G Foods or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates; or (b) in satisfaction of judgments;



(7)

Investments represented by Hedging Obligations;



(8)

loans or advances to directors, officers, employees and consultants made in the ordinary course of business of B&G Foods or the Restricted Subsidiary of B&G Foods in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;



(9)

repurchases of the notes;



(10)

intercompany loans to the extent permitted by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

loans by B&G Foods in an aggregate principal amount not exceeding $3.0 million to employees of B&G Foods or its Restricted Subsidiaries to finance the sale of B&G Foods' Capital Stock by B&G Foods 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 (1)(b) of the first paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments";



(12)

any Investment in existence on the date of the indenture;



(13)

receivables owing to B&G Foods or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;



(14)

any Investment in any Person to the extent the Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business by B&G Foods or any of its Restricted Subsidiaries; and



(15)

other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed $10.0 million; provided that if an Investment made pursuant to this clause (15) is made in any Person that is not a Restricted Subsidiary of B&G Foods at the date of the making of the Investment and such Person becomes a Restricted

148

Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (15).

        "Permitted Liens" means:

(1)

Liens on assets of B&G Foods or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of the indenture to be incurred and/or securing certain Hedging Obligations;



(2)

Liens in favor of B&G Foods or the Guarantors;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with B&G Foods or any Subsidiary of B&G Foods; provided that such Liens were not incurred in 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 or the Subsidiary;



(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by B&G Foods or any Subsidiary of B&G Foods; provided that such Liens were not incurred in contemplation of, such acquisition;



(5)

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, warranty requirements, leases or licenses or other obligations of a like nature or incurred in the ordinary course of business (including, without limitation, landlord Liens on leased real property and rights of offset and set-off);



(6)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (5) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;



(7)

Liens existing on the date of the indenture;



(8)

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 concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;



(9)

Liens imposed by law, such as carriers', warehousemen's, landlord's, materialmen's, repairmen's and mechanics' Liens, in each case, incurred in the ordinary course of business;



(10)

survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;



(11)

Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);



(12)

Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:



(a)

the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

149

(b)

the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;



(13)

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;



(14)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;



(15)

any interest or title of a lessor under any Capital Lease Obligation permitted to be incurred under the indenture; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capital Lease Obligation;



(16)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(17)

leases or subleases granted to third Persons not interfering with the ordinary course of business of B&G Foods or any of its Restricted Subsidiaries;



(18)

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;



(19)

deposits, in an aggregate not to exceed $250,000 at any one time outstanding, made in the ordinary course of business to secure liability to insurance carriers;



(20)

Liens under licensing agreements for use of intellectual property entered into in the ordinary course of business;



(21)

judgment Liens not giving rise to an Event of Default;



(22)

Liens on the assets of a Restricted Subsidiary of B&G Foods that is not a Guarantor securing Indebtedness of that Restricted Subsidiary; provided that such Indebtedness was permitted to be incurred by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(23)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business; and



(24)

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 $10.0 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of B&G Foods or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of B&G Foods or any of its Restricted 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 principal amount (or accreted value, if applicable) of the

150

Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date later than or the same as 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 renewed, refunded, refinanced, replaced, defeased or discharged;



(3)

if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged 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 renewed, refunded, refinanced, replaced, defeased or discharged; and



(4)

such Indebtedness is incurred either by B&G Foods or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

        "Person" means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.

        "Principals" means the members of management of B&G Foods or any of the B&G Foods' Restricted Subsidiaries as of the date of the indenture.

"Public Equity Offering" means an offer and sale of Capital Stock (other than Disqualified Stock or Enhanced Income Securities) of B&G Foods pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of B&G Foods).

        "Related Party" means:

(1)

any controlling stockholder, 66²/3% or more owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or



(2)

any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a 66²/3% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Securities Holders Agreement" means the Second Amended and Restated Securities Holders Agreement dated as of October 14, 2004 among BRS, certain of our existing stockholders, certain members of our board of directors and our executive officers, as in effect on the date of the indenture.

        "Senior Subordinated Note Indenture" means the indenture relating to the Senior Subordinated Notes, dated the same date as the indenture with respect to the notes.

        "Senior Subordinated Notes" means B&G Foods' 12.0% Senior Subordinated Notes due 2016.

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        "Significant Subsidiary" means any Restricted 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 the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will 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 specified 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 and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Transaction Services Agreement" means the amended and restated Transaction Services Agreement, dated as of September 30, 2004, between BRS and B&G Foods, as in effect on the date of the indenture.

        "Transactions" has the meaning given in the prospectus related to the notes dated October 8, 2004.

        "Unrestricted Subsidiary" means any Subsidiary of B&G Foods that is designated by the Board of Directors of B&G Foods as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;



(2)

except as permitted by the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or understanding with B&G Foods or any Restricted Subsidiary of B&G Foods unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to B&G Foods or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of B&G Foods;



(3)

is a Person with respect to which neither B&G Foods nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and



(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of B&G Foods or any of its Restricted Subsidiaries.

        "Voting Stock" of any specified 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 of the Indebtedness, 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.

152

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following describes the material U.S. federal income tax consequences (and certain U.S. federal estate tax consequences to Non-U.S. Holders (as defined below)) of the purchase, ownership and disposition of notes as of the date hereof by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Except where noted, this discussion deals only with notes held as capital assets by holders who acquired notes upon their original issuance at their initial offering price and does not deal with special situations, such as those of:

•

dealers in securities or currencies,



•

financial institutions,



•

regulated investment companies,



•

real estate investment trusts,



•

tax-exempt entities,



•

insurance companies,



•

persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle,



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings,



•

persons liable for alternative minimum tax,



•

investors in pass-through entities or



•

U.S. Holders (as defined below) of notes whose "functional currency" is not the U.S. dollar.

        Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below.

        A "U.S. Holder" of notes means a holder that is for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States,



•

a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof,



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source, or



•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes you are urged to consult your own tax advisors.

        If you are considering the purchase of notes, we urge you to consult your own tax advisors concerning the particular U.S. federal, state, local and foreign tax consequences to you of the

153

acquisition, ownership and disposition of the notes and the application of the U.S. federal income tax laws to your particular situation.

Consequences to U.S. Holders

Taxation of Interest

        If you are a U.S. Holder, you will be required to recognize as ordinary income any interest paid or accrued on the notes, in accordance with your regular method of accounting for U.S. federal income tax purposes. In general, if the terms of a debt instrument entitle you to receive payments other than fixed periodic interest that exceed the issue price of the instrument, you might be required to recognize additional interest as "original issue discount" over the term of the instrument. We believe that the notes will not be issued with original issue discount.

Sale, Exchange or Retirement of Notes

        On the sale, exchange, retirement or other disposition of your note:

•

You will have taxable gain or loss equal to the difference between the amount received by you (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such) and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will equal the cost of the note.



•

Your gain or loss will be capital gain or loss, and will be long-term capital gain or loss if you held the note for more than one year. For an individual, the maximum tax rate on long-term capital gains is currently 15%. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to payments of principal and interest on the notes and to the proceeds of sale of the notes paid to a U.S. Holder other than certain exempt recipients (such as corporations). A backup withholding tax will apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full interest income.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished timely by you to the IRS.

Consequences to Non-U.S. Holders

        The following discussion applies only to Non-U.S. Holders. A "Non-U.S. Holder" is a holder, other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder. Special rules may apply to certain Non-U.S. Holders, such as:

•

U.S. expatriates,



•

"controlled foreign corporations,"



•

"passive foreign investment companies,"



•

"foreign personal holding companies,"



•

corporations that accumulate earnings to avoid U.S. federal income tax, and



•

investors in pass-through entities that are subject to special treatment under the Code.

154

Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

U.S. Federal Withholding Tax

        Subject to the discussion below concerning backup withholding, no withholding of U.S. federal income tax should be required with respect to the payment of principal or interest on notes owned by you under the "portfolio interest rule," provided that:

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the regulations thereunder,



•

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 the notes is described in section 881(c)(3)(A) of the Code, and



•

you satisfy the statement requirement (described generally below) set forth in section 871(h) and section 881(c) of the Code and the regulations thereunder.

        To satisfy the requirement referred to in the final bullet above, you, or a financial institution holding the notes on your behalf, must provide, in accordance with specified procedures, our paying agent with a statement to the effect that you are not a U.S. person. Currently, these requirements will be met if (1) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN), or (2) a financial institution holding the notes on your behalf certifies, under penalties of perjury, that such statement has been received by it and furnishes a paying agent with a copy thereof. The statement requirement referred to in the final bullet above may also be satisfied with other documentary evidence with respect to a note held in an offshore account or through certain foreign intermediaries.

        If you cannot satisfy the requirements of the "portfolio interest rule" described in the bullets above, payments of interest made to you will be subject to a 30% withholding tax unless you provide us or our paying agent, as the case may be, with a properly executed:

•

IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty, or



•

IRS Form W-8ECI stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

Alternative documentation may be applicable in certain situations such as in the case of non-U.S. governments or flow-through entities organized under non-U.S. law.

U.S. Federal Income Tax

        If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of such trade or business (or, if certain tax treaties apply, is attributable to your U.S. permanent establishment), you, although exempt from the withholding tax discussed above (provided the certification requirements described above are satisfied), will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if you were a U.S. Holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of such amount, subject to adjustments.

155

Sale, Exchange or Retirement of Notes

        Any gain realized upon the sale, exchange, retirement or other disposition of notes generally will not be subject to U.S. federal income tax unless:

•

such gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual, you are present in the United States for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and certain other conditions are met.

U.S. Federal Estate Tax

        Notes beneficially owned by an individual who at the time of death is a Non-U.S. Holder should not be subject to U.S. federal estate tax, provided that any payment to such individual on the notes would be eligible for exemption from the 30% U.S. federal withholding tax under the rules described above under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" without regard to the statement requirement described therein.

Information Reporting and Backup Withholding

        The amount of interest payments and the amount of tax, if any, withheld with respect to such payments will be reported annually to the IRS. Copies of the information returns reporting such interest payments and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, backup withholding will be required with respect to payments made by us or any paying agent to you, unless a statement described under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person).

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of notes within the United States or conducted through U.S.-related financial intermediaries unless a statement described in the final bullet under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person) or you otherwise establish an exemption.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished timely by you to the IRS.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement, dated October 8, 2004, we have agreed to sell to the underwriters named below, for whom Lehman Brothers Inc. is acting as representative, the following respective principal amounts of the notes.

Underwriter		Principal Amount of Securities to Be Purchased
Lehman Brothers Inc.		$	158,000,000
RBC Capital Markets Corporation			36,000,000
Credit Suisse First Boston LLC			36,000,000
BNY Capital Markets, Inc.			10,000,000
	Total	$	240,000,000

        The underwriting agreement will provide that the obligation of the underwriters to pay for and accept delivery of the notes is subject to certain conditions, including delivery of certain legal opinions by legal counsel. Subject to the terms and conditions of the underwriting agreement, the underwriters are committed to take and pay for all of the notes if any are taken.

        The following table summarizes the underwriting discounts and commissions we will pay to the underwriters.

	Amounts we will pay
Per Note		2.25%
Total	$	5,400,000

        Subject to Regulation M, in connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

•

Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified maximum.



•

Over-allotment involves sales by the underwriters of notes in excess of the principal amount of notes the underwriters are obligated to purchase, which creates a syndicate short position. The underwriters will close out any short position by purchasing notes in the open market.



•

Syndicate covering transactions involve purchases of notes in the open market after the distribution has been completed in order to cover syndicate short positions. A short position is likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.



•

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the notes originally sold by such syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

        The notes are a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the notes, but they are not obligated to do so

157

and may discontinue any market making at any time without notice. We cannot assure you as to the liquidity of the trading market for the notes. The notes will not be listed on any securities exchange.

        We have agreed to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be requested to make in that respect. We have also agreed, during the period ending 90 days from the date of this prospectus, not to issue, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any debt securities (except for the notes) with substantially similar terms to the notes.

        This prospectus in electronic format may be made available on the underwriters' web site or through other online services maintained by the underwriters or by their affiliates. Prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

        Other than the prospectus in electronic format, the information on the underwriters' web site and any information contained in any other web site maintained by the underwriters or their affiliates is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters and should not be relied upon by investors.

Other Arrangements

        Affiliates of Credit Suisse First Boston LLC own an aggregate of less than 1% of Bruckmann, Rosser, Sherrill & Co., L.P., our sponsor investor. Some of the underwriters have provided, and may continue to provide, from time to time investment banking, commercial banking, advisory and other services to us for customary fees and expenses in the ordinary course of their business. Affiliates of Lehman Brothers Inc. are the arranger and administrative agent under our existing senior secured credit facility (including the senior revolving credit facility and senior term loan) and are lenders under our senior revolving credit facility which is currently undrawn. An affiliate of BNY Capital Markets, Inc. will be the trustee for these notes and our senior subordinated notes and will act as the transfer agent for our common stock and EISs, for which they will receive customary fees.

        We anticipate that Lehman Brothers Inc. will be the lead arranger and that affiliates of Lehman Brothers Inc., RBC Capital Markets Corporation and BNY Capital Markets, Inc. will be agents and/or under our new revolving credit facility and will receive customary fees relating thereto. In addition, we anticipate that affiliates of some or all of the underwriters will be lenders under our new revolving credit facility and will receive customary fees relating thereto.

        We also anticipate that the underwriters will be underwriters in connection with our concurrent EIS offering and senior subordinated notes offering and will receive customary fees related thereto.

LEGAL MATTERS

        The validity of the issuance and sale of the notes offered hereby, as well as the validity of the issuance of the subsidiary guarantees by the Delaware and Massachusetts subsidiary guarantors, will be passed upon for us by Dechert LLP, New York, New York. The validity of the issuance of the subsidiary guarantee by the Vermont subsidiary guarantor will be passed upon for us by Lisman, Webster, Kirkpatrick & Leckerling, P.C., Burlington, Vermont. Certain legal matters relating to this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

EXPERTS

        The consolidated financial statements and schedule of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and for each of the fiscal years ended December 29, 2001, December 28, 2002 and January 3, 2004, have been included herein and in the registration

158

statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The financial statements of The Ortega Brand of Business as of December 31, 2002 and for the year then ended 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. The report of KPMG LLP refers to the restatement of the Ortega Statement of Net Assets Sold as of December 31, 2002.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a Registration Statement on Form S-1 with the SEC regarding this offering. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement, and you should refer to the registration statement and its exhibits to read that information. As a result of the effectiveness of the registration statement, we are subject to the informational reporting requirements of the Exchange Act of 1934 and, under that Act, we will file reports, proxy statements and other information with the SEC. As required by the terms of the indentures governing our existing senior subordinated notes, prior to its merger with and into B&G Holdings, B&G Foods filed these reports with the SEC. You may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the SEC at the SEC's public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The site's Internet address is www.sec.gov.

        You may also request a copy of these filings, at no cost, by writing or telephoning us at:

B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
(973) 401-6500

159

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
B&G Foods Holdings Corp. and Subsidiaries:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December 29, 2001, December 28, 2002, January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-4
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended July 3, 2004 (unaudited)	F-5
Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts	F-32
The Ortega Brand of Business:
Independent Auditors' Report	F-33
Statements of Net Assets Sold as of December 31, 2002 and June 30, 2003 (unaudited)	F-34
Statements of Direct Revenue and Direct Expenses for the year ended December 31, 2002 and for the six months ended June 30, 2002 (unaudited) and June 30, 2003 (unaudited)	F-35
Notes to Financial Statements	F-36

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
B&G Foods Holdings Corp.:

        We have audited the accompanying consolidated balance sheets of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. In connection with our audits of the consolidated financial statements, we also have audited the schedule of valuation and qualifying accounts for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the results of their operations and their cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004, in conformity with U.S. generally accepted accounting principles. 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.

/s/ KPMG LLP

New York, New York
February 10, 2004

F-2

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

			December 28, 2002			January 3, 2004			July 3, 2004
									(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	15,866		$	8,092		$	13,926
	Trade accounts receivable, less allowance for doubtful accounts of $464 and $526 in 2002 and 2003 and $508 in 2004 (unaudited), respectively			21,900			22,348			25,845
	Inventories			67,536			80,789			84,447
	Prepaid expenses			2,024			2,336			5,200
	Deferred income taxes			1,485			115			115
		Total current assets		108,811			113,680			129,533
Property, plant and equipment, net				37,414			43,940			44,081
Goodwill				112,319			188,629			188,629
Trademarks				162,781			193,481			193,481
Other assets				9,348			10,209			9,041
		Total assets	$	430,673		$	549,939		$	564,765
Liabilities and Stockholders' Equity
Current liabilities:
	Current installments of long-term debt		$	370		$	1,500		$	1,500
	Trade accounts payable			18,826			19,816			23,805
	Accrued expenses			19,441			24,819			22,040
	Due to related party			208			208			208
		Total current liabilities		38,845			46,343			47,553
Long-term debt, excluding current maturities				273,426			367,296			366,662
Other liabilities				291			347			348
Deferred income taxes				40,046			42,774			45,912
		Total liabilities		352,608			456,760			460,475
Commitments and contingencies (Notes 5, 6, 12 and 13)
Mandatorily redeemable preferred stock:
	Series C senior preferred stock, $0.01 par value per share, liquidation value $37,664 and $43,122 in 2002 and 2003, and $46,224 in 2004 (unaudited), respectively. Designated 25,000 shares; issued and outstanding 25,000 shares in 2002, 2003 and 2004 (unaudited)			37,714			43,188			46,298
Stockholders' equity:
	13% Series A cumulative preferred stock, $0.01 par value per share, liquidation value of $41,109 and $46,453 in 2002 and 2003, and $49,608 in 2004 (unaudited), respectively. Designated 22,000 shares; issued and outstanding 20,341 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	13% Series B cumulative preferred stock, $0.01 par value per share, liquidation value of $19,496 and $22,031 in 2002 and 2003, and $23,656 in 2004 (unaudited), respectively. Designated 35,000 shares; issued and outstanding 12,311 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	Common stock, $0.01 par value per share. Authorized 250,000 shares; issued and outstanding 105,500 shares in 2002, 2003 and 2004 (unaudited)			1			1			1
	Additional paid-in capital			31,345			31,329			31,321
	Accumulated other comprehensive loss			(20	)		(74	)		(28	)
	Retained earnings			9,025			18,735			26,698
		Total stockholders' equity		40,351			49,991			57,992
		Total liabilities and stockholders' equity	$	430,673		$	549,939		$	564,765

See accompanying Notes to Consolidated Financial Statements.

F-3

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

			Year ended								Thirteen Weeks Ended				Twenty-six Weeks Ended
			December 29, 2001			December 28, 2002			January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
											(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Net sales (Note 2(h))			$	279,779		$	293,677		$	328,356	$	76,369	$	93,735	$	143,823		$	184,412
Cost of goods sold				192,525			203,707			226,174		52,862		64,269		100,250			125,960
		Gross profit		87,254			89,970			102,182		23,507		29,466		43,573			58,452
Operating expenses:
	Sales, marketing and distribution expenses (Note 2(h))			34,922			35,852			39,477		8,962		11,362		16,405			22,220
	General and administrative expenses			14,120			4,911			6,313		1,093		820		2,725			2,355
	Management fees—related party			500			500			500		125		125		250			250
	Environmental clean-up expenses			950			100			—		—		—		—			—
		Operating income		36,762			48,607			55,892		13,327		17,159		24,193			33,627
Other expenses:
	Gain on sale of assets			(3,112	)		—			—		—		—		—			—
	Derivative gain			—			(2,524	)		—		—		—		—			—
	Interest expense, net			29,847			26,626			31,205		6,774		7,794		13,997			15,606
Income before income taxes				10,027			24,505			24,687		6,553		9,365		10,196			18,021
Provision for income taxes				4,029			9,260			9,519		2,523		3,614		3,925			6,956
		Net income	$	5,998		$	15,245		$	15,168	$	4,030	$	5,751	$	6,271		$	11,065
		Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336		3,288		3,783		6,576			7,690
		Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832	$	742	$	1,968	$	(305	)	$	3,375
		Basic net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	33.23		$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
		Diluted net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	24.87		$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

See accompanying Notes to Consolidated Financial Statements.

F-4

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss)
(Dollars in thousands, except per share information)

		Preferred Stock Series A			Preferred Stock Series B									Accumulated Other Comprehensive (Loss) Income
								Common Stock									Accumulated (Deficit) Retained Earnings
											Additional Paid-in Capital									Total Stockholders' Equity
		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 30, 2000		20,321	$	—	12,311	$	—	102,500	$	1	$	31,327		$	(12	)	$	(3,288	)	$	28,028
	Foreign currency translation	—		—	—		—	—		—		—			(36	)		—			(36	)
	Net income	—		—	—		—	—		—		—			—			5,998			5,998
Comprehensive income																					5,962
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,163	)		(4,163	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Issuance of series A preferred stock, at $1,000 per share		20		—	—		—	—		—		20			—			—			20
Issuance of common stock, at $10 per share		—		—	—		—	3,000		—		30			—			—			30
Balance at December 29, 2001		20,341		—	12,311		—	105,500		1		31,361			(48	)		(1,453	)		29,861
	Foreign currency translation	—		—	—		—	—		—		—			28			—			28
	Net income	—		—	—		—	—		—		—			—			15,245			15,245
Comprehensive income																					15,273
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,767	)		(4,767	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at December 28, 2002		20,341		—	12,311		—	105,500		1		31,345			(20	)		9,025			40,351
	Foreign currency translation	—		—	—		—	—		—		—			(54	)		—			(54	)
	Net income	—		—	—		—	—		—		—			—			15,168			15,168
Comprehensive income												—			—						15,114
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(5,458	)		(5,458	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at January 3, 2004		20,341	$	—	12,311	$	—	105,500	$	1	$	31,329		$	(74	)	$	18,735		$	49,991
	Foreign currency translation (unaudited)	—		—	—		—	—		—		—			46			—			46
	Net income (unaudited)	—		—	—		—	—		—		—			—			11,065			11,065
Comprehensive income (unaudited)		—		—	—		—	—		—		—			—			—			11,111
Accretion of series C senior preferred stock (unaudited)		—		—	—		—	—		—		—			—			(3,102	)		(3,102	)
Accretion of series C senior preferred stock warrants (unaudited)		—		—	—		—	—		—		(8	)		—			—			(8	)
Balance at July 3, 2004 (unaudited)		20,341	$	—	12,311	$	—	105,500	$	1	$	31,321		$	(28	)	$	26,698		$	57,992

See accompanying Notes to Consolidated Financial Statements.

F-5

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

				Year ended									Twenty-six Weeks Ended
				December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
													(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income			$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
		Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				14,290			5,300			6,014			2,741			3,237
	Amortization of deferred debt issuance costs and bond discount				1,972			2,686			2,839			1,487			1,284
	Write-off of deferred debt issuance costs				—			—			1,831			—			—
	Deferred income taxes				3,832			5,532			4,382			2,254			3,138
	Gain from sale of assets				(3,112	)		—			—			—			—
	Provision for doubtful accounts				118			84			711			585			—
	Changes in assets and liabilities, net of effects from business acquired:
			Trade accounts receivable		2,432			(363	)		(1,159	)		1,979			(3,497	)
			Inventories		(2,788	)		(1,394	)		(6,542	)		(1,574	)		(3,658	)
			Prepaid expenses		303			(234	)		(63	)		(1,626	)		(2,864	)
			Other assets		(400	)		33			(1	)		(1	)		—
			Trade accounts payable		(3,525	)		(2,430	)		990			517			3,989
			Accrued expenses		2,263			1,903			3,205			(1,308	)		(2,763	)
			Other liabilities		87			55			56			28			1
	Net cash provided by operating activities				21,470			26,417			27,431			11,353			9,932
Cash flows from investing activities:
	Capital expenditures				(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
	Net proceeds from sale of assets				24,090			—			—			—			—
	Payments for acquisition of business				—			—			(118,179	)		—			—
	Net cash provided by (used in) investing activities				20,186			(6,283	)		(124,621	)		(3,065	)		(3,394	)
Cash flows from financing activities:
	Payments of long-term debt				(40,048	)		(114,417	)		(55,231	)		(10,176	)		(750	)
	Proceeds from issuance of long-term debt				—			98,760			150,000			—			—
	Proceeds from issuance of equity and capital contributions				50			—			—			—			—
	Payments of debt issuance costs				—			(3,694	)		(5,299	)		—			—
			Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
	Effect of exchange rate fluctuations on cash and cash equivalents				(36	)		28			(54	)		(82	)		46
			Net increase (decrease) in cash and cash equivalents		1,622			811			(7,774	)		(1,970	)		5,834
Cash and cash equivalents at beginning of period					13,433			15,055			15,866			15,866			8,092
Cash and cash equivalents at end of period				$	15,055		$	15,866		$	8,092		$	13,896		$	13,926
Supplemental disclosures of cash flow information:
	Cash interest			$	29,966		$	22,975		$	26,483		$	12,621		$	15,262
	Cash income taxes			$	271		$	3,778		$	3,708		$	337		$	1,666
Non-cash transactions:
	Accretion of Series C senior preferred stock warrants			$	16		$	16		$	16		$	8		$	8
	Accretion of Series C senior preferred stock dividends			$	4,163		$	4,767		$	5,458		$	2,636		$	3,102

See accompanying Notes to Consolidated Financial Statements.

F-6

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(1)    Nature of Operations

Organization

        B&G Foods Holdings Corp. and subsidiaries (the "Company") is majority owned by Bruckmann, Rosser, Sherrill & Co., L.P. ("BRS"), a private equity investment firm, and minority owned by management, directors and certain other investors. The Company's only asset and operations consist of its ownership of B&G Foods, Inc. and its subsidiaries (collectively "B&G Foods").

Nature of Operations

        The Company operates in one industry segment and manufactures, sells and distributes a diverse portfolio of high quality 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, taco shells, seasonings, dinner kits, taco sauces, refried beans, salsa 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 such receivables. The Company performs ongoing credit evaluations of its customers' financial condition. As of January 3, 2004, 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, 2002 or 2003 that exceeded 10% of consolidated net sales.

Disposition

        On January 17, 2001, the Company completed the sale of its wholly owned subsidiary, Burns & Ricker, Inc. ("Burns & Ricker"), to Nonni's Food Company, Inc. ("Nonni's") (the "B&R Disposition") pursuant to a stock purchase agreement of the same date under which the Company sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's for $26,000 in cash. The gain on the sale, net of transaction expenses, was approximately $3,100. The Company applied the net cash proceeds from the B&R Disposition toward the partial prepayment of term loans, as required under the Company's then existing credit facility.

Acquisition and Accounting

        On August 21, 2003, the Company acquired certain assets of The Ortega Brand of Business ("Ortega" or the "Ortega Acquisition") for approximately $118,179 in cash (the "Ortega Purchase Price"), including transaction costs, from Nestlé Prepared Foods Company ("Nestlé"). The Ortega Purchase Price was subject to a final adjustment based upon a defined inventory calculation in the related purchase agreement. In connection with this transaction, the Company entered into a $200,000 senior secured credit facility comprised of a $50,000 five-year revolving credit facility and a $150,000

F-7

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega Acquisition and refinance the Company's then-existing credit facility. See Note 6 (Long-term Debt).

        In connection with the Ortega Acquisition, the Company paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price.

        The Ortega Acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega Acquisition. The excess of the Ortega Purchase Price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega Purchase Price. The cost of the Ortega Acquisition has been allocated to tangible and intangible assets as follows:

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite-life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

Unaudited Pro Forma Summary of Operations

        The following unaudited pro forma summary of operations for the fiscal years ended December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 presents the operations of the Company as if the Ortega Acquisition had occurred as of the beginning of each period presented. In addition to including the results of operations of the Ortega business, the unaudited pro forma information gives effect to interest on additional borrowings and changes in depreciation and amortization of property, plant and equipment.

	Year ended (unaudited)
					Thirteen Weeks Ended (Unaudited)		Twenty-six Weeks Ended (Unaudited)
	December 28, 2002		January 3, 2004
					June 28, 2003		June 28, 2003
Net sales	$	371,130	$	374,813	$	95,406	$	181,302
Net income		17,807		18,451		4,673		7,334
Basic net income (loss) available to common stockholders per common share	$	57.52	$	48.48	$	13.13	$	7.18
Diluted net income (loss) available to common stockholders per common share	$	43.04	$	36.28	$	9.82	$	5.38

F-8

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

        The unaudited pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Ortega Acquisition, and the related financing transactions, had occurred as of the beginning of each period presented and is not intended to be a projection of future results.

(2)    Summary of Significant Accounting Policies

(a)    Fiscal Year and Basis of Presentation

        The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to December 31. Fiscal years 2001 and 2002 contain 52 weeks each. Fiscal year 2003, which ended January 3, 2004, contains 53 weeks.

        The financial statements are presented on a consolidated basis. All intercompany balances and transactions have been eliminated.

(b)    Interim Financial Information

        The consolidated financial statements and information in the notes to consolidated financial statements as of July 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 and July 3, 2004 are unaudited. In management's opinion, the unaudited consolidated financial statements include all adjustments, consisting of normal and recurring adjustments, that the Company considers necessary for a fair presentation, in all material respects, of its consolidated financial position, operating results, and cash flows for the interim date and the periods presented. The unaudited results of operations for the thirteen and twenty-six weeks ended July 3, 2004 are not necessarily indicative of the results to be expected for the full year or future periods.

(c)    Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, all highly liquid debt instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents.

(d)    Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out and average cost methods.

(e)    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 the minimum lease payments. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 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.

F-9

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(f)    Goodwill and Trademarks

        The Company adopted the Financial Accounting Standard Board's ("FASB") Statement of Financial Accounting Standard ("SFAS") No. 142 "Goodwill and Other Intangible Assets" on December 30, 2001. Goodwill and intangible assets not subject to amortization are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."

        Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight line basis over 40 years and trademarks were amortized on a straight-line basis over 31 to 40 years. The amount of goodwill and other intangible asset impairment, if any, was measured based on projected discounted future net operating cash flows using a discount rate reflecting the Company's average cost of funds.

(g)    Deferred Debt Issuance Costs

        Debt issuance costs are capitalized and amortized using the effective interest 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, 2002 and 2003 was $1,972, $2,508 and $2,608, respectively. During the third quarter of fiscal 2003, a write-off of $1,831 of deferred debt costs was incurred in connection with the payment in full of the Term Loan B under the Company's then-existing Term Loan Agreement dated as of March 15, 1999.

(h)    Revenue Recognition

        Revenues are recognized when products are shipped. 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. As further described below, certain coupons and promotional expenses are recorded as a reduction of net sales.

        In April 2001, the Emerging Issue Task Force ("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" (as codified by EITF Issue 01-09), which became effective for the Company in the first quarter of 2002. The consensus includes a conclusion that consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor's products and, therefore, should be characterized as a reduction of sales when recognized in the vendor's income statement. As required, the Company implemented the provisions of such EITF consensus in the first quarter of fiscal 2002 and, as a result, has reclassified certain prior period expenses as a reduction of net sales. Such reclassification reduces sales and gross margin, but does not have an impact on the Company's operating income or net income. Such expenses reclassified in accordance with the EITF consensus, as a reduction of net sales and sales, marketing and distribution expenses was $51,200 million for fiscal 2001.

        As required, the Company implemented the provisions of EITF Issue No. 00-14, "Accounting for Certain Sales Incentives" (as codified by EITF Issue 01-09) and Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" in the

F-10

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

first quarter of fiscal 2002. The following table summarizes the reclassification of the prior period amounts as if the aforementioned new EITF consensuses had been implemented effective December 31, 2000:

	Year Ended December 29, 2001
	As Previously Presented		Reclassified
Net sales	$	332,433	$	279,779
Gross profit	$	139,908	$	87,254
Sales, marketing and distribution expenses	$	87,576	$	34,922

(i)    Advertising Costs

        Advertising costs are expensed as incurred. Advertising costs amounted to approximately $1,833, $2,202 and $3,499, for the fiscal years 2001, 2002, and 2003, respectively.

(j)    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 operations in the period that includes the enactment date.

(k)    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.

        In 2003, the FASB revised Statement No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The FASB's revision of Statement No. 132 requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (e.g., equity securities, debt securities, real estate and other assets). The Company adopted the provisions of Statement No. 132 (revised), except for expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

(l)    Fair Value of Financial Instruments

        Cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses and due to related party are reflected in the consolidated balance sheets at carrying value, which

F-11

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

approximates fair value due to the short-term nature of these instruments. The fair value of the $220,000 Senior Subordinated Notes at January 3, 2004, based on quoted market prices, was $226,600. The carrying value of the Company's remaining borrowings approximates their fair value based on the current rates available to the Company for similar instruments.

(m)    Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management of the Company to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

(n)    Impairment of Long-Lived Assets

        In accordance with SFAS No. 144, long-lived assets, such as property, plant and equipment, are 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 estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet.

        Goodwill and trademarks not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        The Company performed an assessment to determine whether goodwill of the Company was impaired as of December 29, 2001, December 28, 2002 and January 3, 2004. In connection therewith, the Company determined that its operations consisted of one reporting unit. Under SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company determined that, as of December 29, 2001 and December 28, 2002 and January 3, 2004, the fair value of the Company's single reporting unit exceeded its carrying amount, and therefore there is no indication that goodwill was impaired as of such dates. The Company will perform its annual impairment review each fiscal year end to measure goodwill for impairment.

        Effective as of December 30, 2001, the Company ceased the amortization of goodwill and all trademarks having indefinite useful lives. For fiscal 2001, amortization expense related to goodwill was $3,100 and $5,400 for trademarks.

F-12

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

        The following table reconciles previously reported net income to net income adjusted as if the provisions of SFAS No. 142 were in effect in fiscal 2001:

	Year ended December 29, 2001
Reported net income	$	5,998
Add back: Goodwill amortization, net of income taxes		1,839
Add back: Trademark amortization, net of income taxes		3,271
Adjusted net income	$	11,108

        Prior to the adoption of SFAS No. 142 and No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The impairment criteria and measurement requirements of SFAS No. 144 are substantially unchanged from those of SFAS No. 121 for assets held and used.

(o)    Derivative Financial Instruments

        The Company accounts for its derivative and hedging transactions in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (collectively referred to as "Statement No. 133"). Statement No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires an entity to recognize all derivative instruments either as an asset or a liability in the balance sheet and to measure such instruments at fair value. These fair value adjustments are to be included either in the determination of net income or as a component of accumulated other comprehensive income (loss) depending on the nature of the transaction. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes (see Note 6).

        In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." Statement No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Company adopted Statement No. 149 on July 1, 2003 and will apply it prospectively, as applicable.

(p)    Stock Option Plan

        The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation", permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the

F-13

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

        The following table illustrates the pro forma effect on net (loss) income if the fair value based method had been applied to all outstanding and unvested awards in each period.

											Thirteen Weeks Ended				Twenty-six Weeks Ended
		Year ended
											June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
		2001			2002			2003
Net income as reported		$	5,998		$	15,245		$	15,168		$	4,030	$	5,751	$	6,271		$	11,065
Add stock-based employee compensation expense included in reported net income, net of tax			—			—			—			—		—		—			—
Deduct stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax			(1	)		(1	)		(1	)		—		—		—			—
	Pro forma net income	$	5,997		$	15,244		$	15,167		$	4,030	$	5,751	$	6,271		$	11,065
	Basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.22		$	17.35		$	7.03	$	18.65	($	2.89	)	$	31.99
	Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.86		$	12.99		$	5.26	$	13.96	$	(2.89	)	$	23.94

(q)    Adoption of New Accounting Standards

        In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". Statement No. 150 establishes standards with respect to how an issuer classifies and measures in its statements of financial position certain financial instruments with characteristics of both liabilities and equity. Statement No. 150 requires that an issuer classify a financial instrument that is within the scope of such Statement as a liability because such financial instrument embodies an obligation of the issuer. The Company adopted Statement No. 150 on June 1, 2003 which has not impacted the Company's accounting for the mandatorily redeemable preferred stock.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51". This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of this Interpretation has not had a material effect on the Company's consolidated financial statements.

(r)    Reclassifications

        Certain amounts in 2001 and 2002 have been reclassified to conform with the 2003 presentation.

F-14

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(s)    Earnings Per Share

        The Company calculates earnings per share in accordance with SFAS No. 128, "Earnings Per Share." Basic earnings per share is calculated by dividing net (loss) income available to common shares (net (loss) income less dividends accumulating during the period for 13% Series A and B cumulative preferred stock and Series C senior preferred stock and other charges) by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of outstanding options and warrants (see note 10). Diluted loss per share is the same as basic loss per share because the Company's outstanding options and warrants are not included in the calculation, since the inclusion of such potential shares would be anti-diluted. The mandatorily redeemable preferred stock is excluded from the calculation as their conversion is contingent upon an initial public offering by the Company, see note 9.

	Fiscal Year Ended							Thirteen Weeks Ended				Twenty-six Weeks Ended
	December 29, 2001			December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
	(Shares in thousands)											(Unaudited)			(Unaudited)
								(Unaudited)		(Unaudited)
Net income	$	5,998		$	15,245	$	15,168	$	4,030	$	5,571	$	6,271		$	11,065
Less: preferred stock dividends accumulated and related charges		10,352			11,739		13,336		3,288		3,783		6,576			7,690
(Loss) income available to common stockholders	$	(4,354	)	$	3,506	$	1,832	$	742	$	1,968	$	(305	)	$	3,375
Weighted average basic shares outstanding		104.7			105.5		105.5		105.5		105.5		105.5			105.5
Basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.23	$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
Weighted average diluted shares outstanding		104.7			141.0		141.0		141.0		141.0		105.5			141.0
Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.87	$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

(3)    Inventories

      Inventories consist of the following:

		December 28, 2002		January 3, 2004		July 3, 2004
						(Unaudited)
Raw materials and packaging		$	13,601	$	14,916	$	22,250
Work in process			1,623		1,555		984
Finished goods			52,312		64,318		61,213
	Total	$	67,536	$	80,789	$	84,447

F-15

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(4)    Property, Plant and Equipment, net

        Property, plant and equipment, net consists of the following:

		December 28, 2002			January 3, 2004			July 3, 2004
								(Unaudited)
Land		$	3,012		$	3,149		$	3,148
Buildings and improvements			14,431			17,146			17,248
Machinery and equipment			37,924			46,404			47,353
Office furniture and vehicles			7,472			8,759			8,751
Construction-in-progress			—			15			2,333
			62,839			75,473			78,833
Less: accumulated depreciation			(25,425	)		(31,533	)		(34,752	)
	Total	$	37,414		$	43,940		$	44,081

(5)    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.

        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 was $769 for fiscal years 2001, 2002 and 2003.

        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:			Third Parties		Related Party
		2004	$	3,742	$	787
		2005		3,238		822
		2006		1,927		822
		2007		1,438		822
		2008		1,426		822
		Thereafter		620		274
	Total		$	12,391	$	4,349

        Total rental expense was $3,116, $2,957 and $3,161, for the fiscal years 2001, 2002 and 2003, respectively.

F-16

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt

        Long-term debt consists of the following:

			December 28, 2002		January 3, 2004		July 3, 2004
							(Unaudited)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—
	Term Loan			—		149,625		148,875
	Term Loan B			54,856		—		—
95/8% Senior Subordinated Notes due August 1, 2007, net of unamortized discount of $1,060 and $829 at December 28, 2002 and January 3, 2004, respectively				218,940		219,171		219,287
		Total long-term debt		273,796		368,796		368,162
Less current installments				370		1,500		1,500
		Long-term debt, excluding current installments	$	273,426	$	367,296	$	366,662

        On March 15, 1999, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a $280,000 senior secured credit facility (the "Prior Senior Secured Credit Facility"). The Prior Senior Secured Credit Facility was comprised of a $60,000 five-year Revolving Credit Facility, a $70,000 (initial amount) five-year Term Loan Facility ("Term Loan A") and a $150,000 (initial amount) seven-year Term Loan Facility ("Term Loan B" and collectively with Term Loan A, the "Term Loan Facilities"). Interest on the Prior Senior Secured Credit Facility was determined based on several alternative rates as stipulated in the Prior Senior Secured Credit Facility, including the base lending rate per annum plus an applicable margin or LIBOR plus an applicable margin. At December 28, 2002 the interest rate for Term Loan B was 5.40%. 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. The Prior Senior Secured Credit Facility was secured by substantially all of the Company's assets.

        On August 21, 2003, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a newly amended and restated $200,000 senior secured credit facility, which was further amended and restated as of September 9, 2003 (the "Senior Secured Credit Facility"), comprised of a $50,000 five-year revolving credit facility ("Revolving Credit Facility") and a $150,000 six-year term loan facility ("Term Loan"). The proceeds of the Term Loan and of certain drawings under the Revolving Credit Facility were used: (i) to fund the Ortega Acquisition and to pay related transaction fees and expenses; and (ii) to fully pay off the Company's remaining obligations under Term Loan B of the Company's Prior Senior Secured Credit Facility. In connection therewith, the Company capitalized approximately $5,300 of new deferred debt issuance costs related to the Senior Secured Credit Facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1,831 of deferred financing costs related to the Company's then-existing Term Loan B. With respect to the Senior Secured Credit Facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.52% at January 3, 2004 and 4.59% at July 3, 2004 (unaudited)). The Senior Secured Credit Facility is secured by substantially all of the Company's assets. The Senior Secured Credit Facility provides for mandatory prepayments upon the occurrence of certain events, including material asset dispositions and issuances

F-17

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

of securities. The Senior Secured Credit Facility contains covenants that restrict, among other things, the Company's ability to incur additional indebtedness, pay dividends and create certain liens. The Senior Secured Credit Facility also contains certain financial covenants, which, among other things, specify and define maximum capital expenditure limits, a minimum total interest coverage ratio and a maximum leverage ratio. Proceeds of the Senior Secured Credit Facility are restricted to funding the Company's working capital requirements, capital expenditures and acquisitions of companies in the same line of business as the Company, subject to certain additional criteria. The Senior Secured Credit Facility limits expenditures on acquisitions to $50,000 per acquisition unless the Company can satisfy certain leverage ratio requirements. The outstanding balances for the Revolving Credit Facility and the Term Loan at January 3, 2004 were $0 and $149,625 and at July 3, 2004 (unaudited) were $0 and $148,875, respectively.

        The Revolving Credit Facility requires an annual commitment fee of an amount equal to 0.5% 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. The available borrowing capacity under the Revolving Credit Facility, net of outstanding letters of credit of $1,300, was approximately $48,700 at January 3, 2004 and, net of outstanding letters of credit of $636, was approximately $49,364 at July 3, 2004 (unaudited).

        The Company, specifically its wholly owned subsidiary B&G Foods, has outstanding $220,000 of 9⁵/8% Senior Subordinated Notes (the "Notes") due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount (the "New Notes") was issued by the Company through a private offering of the notes completed on March 7, 2002 at a discount of $1,240. The Notes contain certain transfer restrictions. The proceeds from the issuance of the New Notes were used to pay off, in its entirety, the then outstanding balance under the Company's then-existing Term Loan A, and to reduce the amount outstanding under the Company's then-existing Term Loan B, and pay related deferred debt issuance costs.

        As part of a registration rights agreement dated March 7, 2002, the Company agreed to offer to exchange an aggregate principal amount of up to $220,000 of its 9⁵/8% Senior Subordinated Notes due 2007 (the "Exchange Notes") for a like principal amount of its Notes outstanding (the "Exchange Offer"). The terms of the Exchange 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 New Notes. The Exchange Offer was completed on June 27, 2002.

        The indentures for the Notes contain certain covenants that, among other things, limit the ability of the Company to incur additional debt, pay dividends or make certain other restricted payments, enter into certain 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 at 103.208% of their principal amount plus accrued and unpaid interest and Liquidated Damages (as

F-18

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

defined in the indentures), if any, beginning August 1, 2003, 101.604% beginning August 1, 2004 and 100% beginning August 1, 2005. Upon the occurrence of a Change in Control, as defined, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount, together with accrued and unpaid interest and Liquidated Damages, as defined, if any, to the date of repurchase. The Notes are not subject to any sinking fund requirements.

        On March 21, 2002, the Company entered into an interest rate swap agreement with a major financial institution pursuant to which the Company agreed to pay a variable rate of three-month LIBOR plus 5.65% on a notional amount of $100,000 in exchange for a fixed rate of 9.625%. Because the interest rate swap did not qualify as an effective hedge, changes in the fair value are recorded in the consolidated statement of operations. The Company sold the interest rate swap agreement on August 7, 2002 for $2,524. Included in the fiscal 2002 consolidated statement of operations is a derivative gain representing the change in fair value of the interest rate swap of $2,524.

        The Company has no assets or operations independent of its direct and indirect subsidiaries. All of the Company's indirect wholly owned subsidiaries (the "Guarantors") jointly and severally, and fully and unconditionally, guarantee the Notes (the "Subsidiary Guarantees"). There are no significant restrictions on the ability of the Company or any of its Guarantors, to obtain funds from its subsidiaries by dividend or loan. Consequently, separate financial statements have not been presented for the Guarantors 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 January 3, 2004, the Company and its subsidiaries had senior debt and additional liabilities (including trade accounts payable, accrued expenses, amounts due to related parties, deferred income taxes and other liabilities) aggregating approximately $456,760.

        At December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited) accrued interest of $9,328, $9,726 and $8,902, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

        The aggregate maturities of long-term debt are as follows:

Years ended December:
	2004		$	1,500
	2005			1,500
	2006			1,500
	2007			220,671
	2008			143,625
		Total	$	368,796

F-19

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes

        Income taxes consist of the following:

			Year ended
			December 29, 2001		December 28, 2002		January 3, 2004
Current:
	Federal		$	54	$	3,252	$	4,150
	State			168		476		987
		Subtotal		222		3,728		5,137
Deferred:
	Federal			2,995		4,694		3,754
	State			812		838		628
		Subtotal		3,807		5,532		4,382
		Total	$	4,029	$	9,260	$	9,519

        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
			December 29, 2001			December 28, 2002		January 3, 2004
Computed expected tax expense			$	3,409		$	8,332	$	8,394
Increase (decrease):
	State income taxes, net of federal income tax benefit			647			867		1,066
	Nondeductible expenses, principally amortization of goodwill in 2001			855			61		59
	Gain on sale of assets			(844	)		—		—
	Other			(38	)		—		—
		Total	$	4,029		$	9,260	$	9,519

F-20

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

			December 28, 2002			January 3, 2004
Deferred tax assets:
	Accounts receivable, principally due to allowance		$	44		$	48
	Inventories, principally due to additional costs capitalized for tax purposes			355			948
	Accruals and other liabilities not currently deductible			1,539			1,989
	Net operating loss carryforwards			3,338			2,560
	Deferred financing costs			206			871
		Total gross deferred tax assets		5,482			6,416
Less valuation allowance				(1,282	)		(1,282	)
		Net deferred tax assets		4,200			5,134
Deferred tax liabilities:
	Plant and equipment			(4,559	)		(5,470	)
	Intangible assets			(37,439	)		(42,070	)
	Derivative gain			(763	)		(253	)
		Total gross deferred tax liabilities		(42,761	)		(47,793	)
		Net deferred tax liability	$	(38,561	)	$	(42,659	)

        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 and reversal of deferred tax liabilities 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 28, 2002 and January 3, 2004. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are reduced. The valuation allowance at December 28, 2002 and January 3, 2004 was $1,282 and represents the allowance for certain fully reserved state net operating loss carryforwards of $23,206 and $22,955, 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 28, 2002 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 not 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 allowance.

F-21

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        At January 3, 2004, the Company has net operating loss carryforwards for federal income tax purposes of $3,566 which are available to offset future federal taxable income, if any, through 2020. As a result of the Company's acquisitions in prior years, the annual utilization of the net operating loss carryforwards acquired is limited under certain provisions of the Internal Revenue Code.

(8)    Redeemable Preferred Stock

        The Company's Certificate of Incorporation provides that they may issue 100,000 shares of Preferred Stock, $.01 par value per share, 22,000 of which are currently designated as the 13% Series A Cumulative Preferred Stock (the "13% Series A Cumulative Preferred Stock"), 35,000 shares of which are currently designated as the 13% Series B Cumulative Preferred Stock (the "13% Series B Cumulative Preferred Stock") and 25,000 of which are currently designated as the Series C Senior Preferred Stock (the "Series C Senior Preferred Stock"(See note 9)).

        With respect to dividend rights and rights on liquidation, winding up and dissolution of the Company, the Series C Senior Preferred Stock ranks senior to the 13% Series B Cumulative Preferred Stock and each rank senior to the 13% Series A Cumulative Preferred Stock. The Series C Senior Preferred Stock, the 13% Series B Cumulative Preferred Stock and the 13% Series A Cumulative Preferred Stock each rank senior to the Common Stock of the Company.

13% Series A Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series A Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series A Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $20,768 and $26,113 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $41,109 and $46,453 as of December 28, 2002 and January 3, 2004.

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series A Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

13% Series B Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series B Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series B Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $9,496 and $12,031 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $19,496 and $22,031 as of December 28, 2002 and January 3, 2004.

F-22

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(8)    Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series B Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

        Warrants.    The holders of the 13% Series B Cumulative Preferred Stock received warrants exercisable to purchase an aggregate of 11,735.61 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. These warrants remain outstanding at January 3, 2004.

(9)    Mandatorily Redeemable Preferred Stock

Series C Senior Preferred Stock

        Dividends.    When and as declared by the Company's Board of Directors and to the extent permitted under the General Corporation Law of the State of Delaware, the Company will pay preferential dividends to the holders of the Series C Senior Preferred Stock. Dividends on each share of Series C Senior Preferred Stock (each a "Senior Share") accrue at a rate of 14% per annum. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. To the extent that all accrued dividends are not paid on each June 30 and December 31 of each year beginning June 30, 2000 (the "Dividend Reference Dates"), all dividends which have accrued on each Senior Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date will be accumulated and added to the liquidation value of such Senior Shares. These dividends amount to $12,664 and $18,122 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $37,664 and $43,122 as of December 28, 2002 and January 3, 2004. Such dividends are charged to net income available to common stockholders.

        In the sole discretion of the Company, any dividends accruing on the Senior Shares may be paid, in lieu of cash dividends, by the issuance of additional Senior Shares (including fractional Senior Shares) having an aggregate liquidation value at the time of such payment equal to the amount of the dividend to be paid; provided, that if the Company pays less than the total amount of dividends then accrued on the Senior Preferred Stock in the form of additional Senior Shares, such payment in Senior Shares shall be made pro rata to the holders of Senior Shares based upon the aggregate accrued but unpaid dividends on the Senior Shares held by each such holder.

        Mandatory Redemption.    On the earliest of (x) December 22, 2009, (y) the date of consummation of a change in control as defined in the Certificate of Designation for the Series C Senior Preferred Stock and (z) six months after the date of consummation of an initial public offering (the "Scheduled Redemption Date"), the Company is required to redeem all issued and outstanding Senior Shares, at a price per Senior Share equal to the liquidation value of $25,000 (plus all accumulated, accrued and unpaid dividends thereon).

F-23

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may at any time, except within ninety days prior to the date of consummation of an initial public offering, redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Series C Senior Share equal to the optional redemption prices (expressed as percentages of liquidation value thereof) set forth below plus all accumulated, accrued and unpaid dividends thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on December 22 in the years indicated below:

Year	Percentage
1999	107	%
2000	106	%
2001	105	%
2002	104	%
2003	103	%
2004	102	%
2005	101	%
2006 and thereafter	100	%

        Notwithstanding the foregoing sentence and subject to the rights of the holders of Senior Shares described below with respect to conversion, upon the consummation at any time of an initial public offering, the Company may redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Senior Share equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        For each Senior Share which is to be redeemed, the Company will be obligated on the redemption date to pay to the holder thereof an amount in immediately available funds (or other assets of the Companys resulting from a change in control in the case of a redemption pursuant to a change in control) equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        Optional Conversion.    Upon the consummation of an initial public offering (the "Conversion Event"), each Senior Share shall, at the one-time option of the holder of such Senior Share, be converted (and the rights of the holder of the Senior Shares shall cease) into a number of shares of the Company's Common Stock equal to the (i) liquidation value of such Senior Share as of the date of such Conversion Event (plus all accumulated, accrued and unpaid dividends thereon) divided by (ii) the price at which each share of Common Stock is concurrently sold in such initial public offering.

        Warrants.    The holders of Senior Shares received warrants exercisable to purchase an aggregate of 16,429.86 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. The fair value of the warrants granted during 1999 was $10 on the date of issuance using the Black Scholes pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.75%
Expected life	10 years
Expected annual volatility	67%

F-24

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants are charged to net income available for common stockholders.

(10)    Capital Stock and Stock Option Plan

        1997 Incentive Stock Option Plan.    In 1997, the Company adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan (the "Option Plan") for the Company's and its subsidiaries' key employees. The Option Plan authorizes for grant to key employees and officers options for up to 6,700 shares of Holding's common stock. The Option Plan authorizes the Company 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 Option Plan provides that it may be administered by the Company's Board of Directors or a committee designated by Companys' Board of Directors. The 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 the Company's Board of Directors. Under the Option Plan, the 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 value. All option grants have been made at fair value as determined by a third party valuation. Options will expire on the date determined by the Company's Board of Directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over 5 years. During fiscal year 2001, options to purchase 700 shares of our common stock were granted to an executive of the Company. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of January 3, 2004, options to purchase 6,625 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the Option Plan, and 75 additional shares were available for grant under the plan.

        Other Stock Options.    Pursuant to the terms of a license agreement between Emeril's Food of Love Productions, LLC ("EFLP") and B&G Foods, Inc. dated June 2000, the Company granted EFLP and William Morris Agency, Inc. 619 and 69 stock options, respectively. All such options are exercisable at a price of $10.00 per share of Common Stock, are fully vested and expire on June 9, 2010. The Company recorded the options at fair value and expensed such options in 2000.

        The per share weighted average fair value of stock options granted during 2001 was $8.33 on the date of grant using the Black Scholes option-pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.9%
Expected life	10 years
Expected annual volatility	67%

F-25

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(10)    Capital Stock and Stock Option Plan (Continued)

        Stock option activity during the periods indicated is as follows:

		Number of shares	Option exercise price per share		Weighted-avg. exercise price per share
Options outstanding at December 30, 2000		6,613	$	10.00	$	10.00
	Granted	700		10.00		10.00
	Canceled	—		—		—
Options outstanding at December 29, 2001		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at December 28, 2002		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at January 3, 2004		7,313	$	10.00		10.00
Options exercisable at January 3, 2004		7,033	$	10.00		10.00

        At January 3, 2004, the exercise prices and weighted-average remaining contractual life of outstanding options were $10.00 per share and three to seven years, respectively.

        At December 28, 2002 and January 3, 2004, the number of options exercisable was 6,205 and 6,345, respectively, and the weighted-average exercise price of those options were $10.00 per share.

        Warrants.    As of January 3, 2004, the Company had issued and outstanding presently exercisable warrants to purchase an aggregate of 28,165.47 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

F-26

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(11)    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 our defined benefit pension plans' benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets:

	December 28, 2002			January 3, 2004
Change in benefit obligation:
Benefit obligation at beginning of period	$	9,415		$	11,366
Acquired plan		0			360
Amendment to plan		0			10
Actuarial gain		828			2,955
Service cost		716			985
Interest cost		667			832
Benefits paid		(260	)		(321	)
Benefit obligation at end of period		11,366			16,187
The accumulated benefit obligation at December 28, 2002 and January 3, 2004 was $8,708 and $12,333, respectively.
Change in plan assets:
Fair value of plan assets at beginning of period		5,740			6,790
Actual (loss) gain on plan assets		(70	)		914
Employer contributions		1,380			2,408
Benefits paid		(260	)		(321	)
Fair value of plan assets at end of period		6,790			9,791
Employer contributions and benefits paid in the above table include only those amounts contributed directly to, or paid directly from, plan assets.
Funded status		(4,576	)		(6,396	)
Unrecognized prior service cost		6			14
Unrecognized net actuarial loss		1,515			4,104
Accrued pension cost	$	(3,055	)	$	(2,278	)
Amount recognized in the consolidated balance sheets:
Accrued benefit cost at beginning of period	$	(3,545	)	$	(3,055	)
Acquired plan		0			360
Net periodic pension cost		890			1,271
Contributions		1,380			2,408
Accrued pension cost at end of period	$	(3,055	)	$	(2,278	)

F-27

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

Weighted-average assumptions as of December 28, 2002 and January 3, 2004
Discount rate	6.75	%	6.25	%
Rate of compensation increase	4.00	%	4.00	%
Expected long-term rate of return	7.25-8.25	%	6.50-8.25	%

        Net periodic cost includes the following components:

		Year ended									Thirteen Weeks Ended						Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003			July 3, 2004
Service cost—benefits earned during the period		$	652		$	716		$	985		$	234		$	337		$	468		$	676
Interest cost on projected benefit obligation			601			667			832			206			257			412			517
Expected return on plan assets			(515	)		(503	)		(632	)		(158	)		(204	)		(316	)		(413	)
Net amortization and deferral			(53	)		10			86			21			46			42			93
	Net pension cost	$	685		$	890		$	1,271		$	303		$	436		$	606		$	873

        The asset allocation for the Company's pension plans at the end of 2002 and 2003, and the target allocation for 2004, by asset category, follows. The fair value of plan assets for these plans is $6,790 and $9,791 at the end of 2002 and 2003, respectively. The expected long-term rate of return on these plan assets was 8.25% in 2002 and 8.25% in 2003.

        The Company's pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each quarter. The Company's investment strategy with respect to pension assets is to maximize return while protecting principal. The investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most opportunity for investment returns.

			Percentage of Plan Assets at Year End
Asset Category	Target Allocation 2004
			2003		2002
Equity securities	62	%	88	%	39	%
Fixed income securities	37	%	7	%	40	%
Cash	1	%	5	%	21	%
Total	100	%	100	%	100	%

F-28

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

        Information about the expected cash flows for the pension plan follows:

	Pension Benefits
Company contribution
2004	$	1,300
Expected Benefit Payments
2004	$	353
2005		405
2006		439
2007		557
2008		617
2009-2013		4,627

        The Company sponsors a defined contribution plan covering substantially all of its employees. Employees may contribute to this plan and these contributions are matched at varying amounts by the Company. Contributions for the matching component of this plan amounted to $453, $523 and $587 for fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

        Pension expense relating to a multi-employer pension plan amounted to $390, $459 and $559 for the fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

(12)    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 of $500 per year for certain management, business and organizational strategy, and merchant and investment banking services. 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 the Company.

        The Company is also party to 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 Ortega Acquisition, the Company paid transaction fees to BRS aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price. No such fees were paid in fiscal years 2001 and 2002.

        As described in Note 5, 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 28, 2002 and January 3, 2004 includes management fees to BRS.

F-29

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(13)    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. Since January 17, 2001, together with the Company's environmental services firms, B&G has worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection ("NJDEP"). After completion of the work the Company submitted the findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and the Company is awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on B&G's consolidated financial condition, results of operations or liquidity. The Company recorded a charge of $1,100 in the first quarter of fiscal 2001 to cover the expected cost of the clean-up. In the third quarter of fiscal 2001, B&G received an insurance reimbursement of $200 and accrued an additional $100 for certain remaining miscellaneous expenses. Management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of January 3, 2004. At December 28, 2002 there was $100 accrued related to this matter.

        In January 2002, the Company was named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of the Company, at the Combe Fill South Landfill, a Superfund site. In February 2003, B&G paid $100 in settlement of all asserted claims arising from this matter, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting B&G, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed. The $100 and a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability.

        The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these other matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        The Company is subject to environmental regulations in the normal course of business. Management believes that the cost of compliance with such regulations will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        On January 3, 2004 and July 3, 2004 (unaudited), the Company had purchase commitments with various suppliers to purchase certain raw materials in the aggregate amount of approximately $8,926 and $10,566, respectively. Management believes that all such commitments will be fulfilled within one year.

F-30

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(14)    Quarterly Financial Data (unaudited)

		First Quarter			Second Quarter		Third Quarter			Fourth Quarter		Year
Net sales
	2003	$	67,454		$	76,369	$	83,310		$	101,223	$	328,356
	2002	$	66,210		$	77,850	$	70,900		$	78,717	$	293,677
Gross profit
	2003	$	20,066		$	23,507	$	26,085		$	32,524	$	102,182
	2002	$	20,705		$	24,274	$	22,197		$	22,794	$	89,970
Net income available to common stockholders
	2003	$	(1,047	)	$	742	$	(154	)	$	2,291	$	1,832
	2002	$	124		$	1,812	$	886		$	684	$	3,506
Basic net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	7.03	$	(1.46	)	$	21.71	$	17.36
	2002	$	1.18		$	17.18	$	8.40		$	6.47	$	33.23
Diluted net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	5.26	$	(1.46	)	$	16.25	$	12.99
	2002	$	0.88		$	12.85	$	6.28		$	4.86	$	24.87

F-31

Schedule II

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Schedule of 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
Year ended December 29, 2001:
Allowance for doubtful accounts	$	465	$	118	$	—	$	128	(a)	$	455
Environmental reserves		—	$	1,200		—	$	1,120	(b)	$	80
Year ended December 28, 2002:
Allowance for doubtful accounts	$	455	$	84		—	$	75	(a)	$	464
Environmental reserves	$	80	$	100		—	$	80	(c)	$	100
Year ended January 3, 2004:
Allowance for doubtful accounts	$	464	$	711		—	$	649	(a)	$	526
Environmental reserves	$	100	$	—		—	$	100	(c)	$	—

(a)

Represents bad-debt write-offs.

(b)

Represents payments of $870 and an insurance reimbursement of $250.

(c)

Represents payments.

F-32

INDEPENDENT AUDITORS REPORT

The Board of Directors
Nestlé Prepared Foods Company:

        We have audited the accompanying Statement of Net Assets Sold as of December 31, 2002 and the related Statement of Direct Revenue and Direct Expenses for the year ended December 31, 2002 of The Ortega Brand of Business ("Ortega"). These financial statements are the responsibility of Nestlé Prepared Foods Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit 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 audit provides a reasonable basis for our opinion.

        The accompanying financial statements were prepared to present the assets sold and the liabilities assumed pursuant to the Asset Purchase Agreement (the "Agreement") between Nestlé Prepared Foods Company, Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.) and B&G Foods, Inc. as described in note 2, and the direct revenue and direct expenses of Ortega, and are not intended to be a complete presentation of Ortega's financial position, results of operations, or cash flows.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets sold of Ortega as of December 31, 2002, and Ortega's direct revenue and direct expenses for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in note 2 to the financial statements, Ortega restated its statement of net assets sold as of December 31, 2002.

/s/  KPMG LLP    

Short Hills, New Jersey
October 10, 2003, except as to
the second paragraph
of note 2, which is as of
November 7, 2003

F-33

THE ORTEGA BRAND OF BUSINESS

Statements of Net Assets Sold

December 31, 2002
(Dollars in Thousands)

			Dec. 31, 2002		June 30, 2003
					(unaudited)
Assets:
	Inventory		$	6,347	$	6,658
	Property, Plant & Equipment, net			7,094		6,525
		Total Assets	$	13,441	$	13,183
Liabilities:
	Accrued Liabilities		$	2,157	$	1,660
		Total Liabilities		2,157		1,660
		Net Assets Sold	$	11,284	$	11,523

See accompanying Notes to the Financial Statements.

F-34

THE ORTEGA BRAND OF BUSINESS

Statements of Direct Revenue and Direct Expenses

Year Ended December 31, 2002
(Dollars in Thousands)

		Year Ended Dec. 31, 2002		Six Months Ended June 30, 2002		Six Months Ended June 30, 2003
				(unaudited)		(unaudited)
Direct Revenue, net		$	77,453	$	38,069	$	37,479
Direct Sales Commissions			1,790		451		1,273
Direct Cost of Sales			41,220		20,825		19,681
Direct Transportation			4,612		2,098		2,115
	Margin Contribution		29,831		14,695		14,410
Direct Marketing and Other Expenses			10,563		4,196		5,875
	Product Contribution		19,268		10,499		8,535
Direct Fixed Distribution			2,498		1,185		1,125
Direct Selling, Administrative and Other			7,663		3,746		4,153
Excess of Direct Revenue over Direct Expenses		$	9,107	$	5,568	$	3,257

See accompanying Notes to the Financial Statements.

F-35

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited)

(1)    Background

        The Ortega brand of business ("Ortega") of Nestlé Prepared Foods Company (the "Seller") and certain of its affiliates (together with the Seller, "Nestlé") is a leading manufacturer of shelf-stable Mexican food products for the retail and foodservice markets in the United States of America. Ortega's products include taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related Mexican food products sold under the Ortega brand.

        On July 29, 2003, B&G Foods, Inc. ("B&G") and Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.), a wholly-owned subsidiary of B&G (the "Buyer"), entered into an asset purchase agreement (the "Agreement") with the Seller, pursuant to which the Buyer purchased certain assets and assumed certain liabilities of Nestlé pertaining to the Ortega brand of Mexican food products and the Stoughton, Wisconsin manufacturing facility. This transaction was consummated on August 21, 2003. Excluded from the sale were the Ortega lines of cheese sauces, dipping cups and the Ortega ¡Amigo! dispensing units sold into the foodservice and club channels which Nestlé will continue to sell under the Ortega brand through a transitional license. Prior to this transaction, the Ortega business was operated as a part of Nestlé. During the year ended December 31, 2002, approximately 87% of Ortega sales were to retail customers with the remaining 13% to customers in the foodservice channel.

(2)    Basis of Presentation

        The Statement of Net Assets Sold and the Statement of Direct Revenue and Direct Expenses consist of account balances specifically identified by Nestlé's management. The accompanying financial statements were prepared to present only certain assets sold to and liabilities assumed by B&G pursuant to the Agreement and revenue and expenses related to the Ortega branded products of Nestlé. While these financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, they are not intended to be a complete presentation of the assets, liabilities, revenue and expenses of the Ortega brand of business.

        The Company has restated its statements of net assets sold at June 30, 2003 (unaudited) and December 31, 2002, to reflect a reduction of inventory in the amount of $1,618 and $2,139, respectively. This reduction was due to certain inventory at these respective dates that was held at a supplier and owned by the supplier, but was included in inventory when the Ortega account balances were identified by Nestle's management when preparing the statements of net assets sold for Ortega which were included in the Form 8-K/A filed by B&G Foods, Inc. with the Securities and Exchange Commission on October 20, 2003. The reduction of inventory had no effect on the accompanying statements of direct revenue and direct expenses of Ortega for the six month periods ended June 30, 2003 (unaudited) and 2002 (unaudited) and the year ended December 31, 2002 as Nestle also recorded an offsetting liability, which was not an assumed liability in the Agreement, in an amount equal to such inventory, and no amounts were recorded that effected Ortega's results of operations until such time that the products were shipped to third party customers.

        Nestlé does not account for Ortega as a separate entity. Accordingly, the information included in the accompanying financial statements has been obtained from Nestlé's consolidated financial records.

F-36

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(2)    Basis of Presentation (Continued)

The financial statements include allocations as discussed in note 3. Nestlé's management believes that the allocations are reasonable; however, these allocated expenses are not necessarily indicative of costs that would have been incurred by Ortega on a stand-alone basis, since certain other expenses, as discussed in note 3, are incurred for services provided to, or on behalf of, Ortega that are not included in the accompanying financial statements. Tax expense has not been included in the Statement of Direct Revenue and Direct Expenses, as this expense is not specifically identifiable to Ortega.

        The Statement of Net Assets Sold includes only those assets and liabilities that are included in the Agreement. Additionally, the Statement of Direct Revenue and Direct Expenses excludes the results of discontinued operations, namely a frozen line of Ortega products that was launched in 1999 and subsequently discontinued in 2002.

        Under Nestlé's centralized cash management system, cash requirements of Ortega are provided directly by Nestlé, and cash generated by Ortega is remitted directly to Nestlé. Transaction systems (e.g., payroll, employee benefits, accounts receivable, accounts payable) used to record and account for cash transactions are provided by centralized company organizations outside the defined scope of the Ortega business. Most of the corporate systems are not designed to track assets/liabilities and receipts/payments on a product specific basis. Given these constraints, and the fact that only certain assets and liabilities of Ortega have been sold, a statement of cash flows could not be prepared.

(3)    Significant Accounting Policies

(a)

Revenue Recognition

        Revenue is recognized when the products are shipped and when the risks and rewards of ownership of the goods have been transferred to the buyer. Direct revenue represents the sale of products, net of sales rebates and an estimate of product returns. Volume, promotional, price, cash and other discounts and customer incentives are accounted for as a reduction of revenue in accordance with Emerging Issues Task Force ("EITF") No. 01-09, "Accounting for the Consideration Given by a Vendor to a Customer."

(b)

Direct Cost of Sales

        Direct cost of sales includes all variable and fixed costs associated with producing the product, including raw materials, packaging supplies, direct labor, indirect labor, the cost of goods purchased from third parties and fixed factory overheads including depreciation.

(c)

Direct Marketing and Other Expenses

        Direct marketing expenses represent all non-trade promotion marketing, which includes media advertising, fixed promotions and market research. Other expenses primarily include packaging design costs, product donations and plant trials. Direct marketing and other expenses includes allocated overhead expenses of $43, $173, and $359 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) and the year ended December 31, 2002, respectively. Direct marketing

F-37

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

and other expenses are allocated based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA, Inc. ("Nestlé USA"), an affiliate of the Seller.

(d)

Direct Fixed Distribution

        Direct fixed distribution expenses represent costs associated with the operation of Nestlé's centralized distribution facilities, including storage and handling, facility-related inventory management and order entry systems and related corporate administrative support services. Direct fixed distribution includes $281, $345, and $728 of allocated overhead costs for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively, allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA.

(e)

Direct Selling, Administrative and Other Expenses

        Direct selling, administrative and other expenses are either specifically identifiable to Ortega, or are allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA. Direct selling, administrative and other expenses includes allocated overhead expenses of $2,819, $2,288, and $4,696 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively. Such allocated expenses represent those charges that are attributable to Ortega, and include Nestlé's related expenses, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses. Certain other expenses that are provided to Ortega by Nestlé but are not directly attributable or specifically identifiable to Ortega have been excluded from the allocation of direct selling, administrative and other expenses in the accompanying financial statements. These expenses primarily include Nestlé's corporate-related costs such as executive compensation, corporate identity promotional costs, training and conference center costs, derivative valuations, and general corporate expenses.

(f)

Inventory

        Finished goods inventories are stated at the lower of cost or market, with cost being determined using the average cost and first-in, first-out methods. Raw material inventories are stated at actual cost.

(g)

Property, Plant and Equipment, net

        Property, plant and equipment are stated at cost, net of accumulated depreciation directly related to the assets. Alterations and major overhauls that extend the lives or increase the capacity of the assets are capitalized. Ordinary repairs and maintenance are charged to operating costs. Depreciation is computed using the straight-line method over the estimated useful lives. Land is not depreciated.

F-38

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

        The rates of depreciation used are based on the following useful lives:

Land improvements	20 to 40 years
Buildings	10 to 50 years
Plant and machinery	5 to 17 years
Tools, furniture, and sundry	2 to 10 years
Vehicles	3 years
Information technology equipment	5 years

        When properties are retired or otherwise disposed of, related cost and accumulated depreciation are removed from the accounts. Any related gain or loss has been excluded from the Statement of Direct Revenue and Direct Expenses.

(h)

Use of Estimates

        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from these estimates. In addition, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if Ortega had been operated as a separate entity, or the future results of Ortega.

(4)    Inventory

        Inventory is as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Raw Materials		$	885	$	692
Finished Goods			5,462		5,966
	Total Inventory	$	6,347	$	6,658

F-39

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(5)    Property, Plant and Equipment, net

        Property, plant and equipment are summarized as follows:

		December 31, 2002
Land		$	130
Buildings			2,516
Plant and Machinery			11,233
Furniture and Equipment			181
Vehicles			17
Information Technology Equipment			379
			14,456
Less Accumulated Depreciation			(7,362	)
	Property, Plant & Equipment, net	$	7,094

(6)    Accrued Liabilities

        Accrued liabilities are as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Accrued Sick Leave & Vacation		$	163	$	179
Accrued Broker Commissions			419		292
Accrued Coupon Redemption			1,387		978
Accrued Freight			188		211
	Total Accrued Liabilities	$	2,157	$	1,660

(7)    Commitments and Contingencies

        From time to time, Nestlé is involved in litigation arising from its ordinary course of business. Such litigation, as defined in the Agreement, is the responsibility of Nestlé.

        Ortega does not have any material commitments or contingencies.

F-40

$240,000,000

8.0% Senior Notes
due 2011

PROSPECTUS
OCTOBER 8, 2004

Sole Book-Running Manager

LEHMAN BROTHERS

RBC CAPITAL MARKETS

CREDIT SUISSE FIRST BOSTON

BNY CAPITAL MARKETS, INC.

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TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
TRADEMARKS
SUMMARY
Our Company
The Offering
Risk Factors
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
Dividend Payments to Holders of EISs
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
OUR MANAGEMENT
Summary Compensation Table
OWNERSHIP OF CAPITAL STOCK
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF NOTES
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Schedule of Valuation and Qualifying Accounts (Dollars in thousands)
INDEPENDENT AUDITORS REPORT
THE ORTEGA BRAND OF BUSINESS Statements of Net Assets Sold December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Statements of Direct Revenue and Direct Expenses Year Ended December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Notes to Financial Statements (Dollars in Thousands) December 31, 2002 (Information as of June 30, 2003 and for the six months ended June 30, 2002 and June 30, 2003 is unaudited)