8-K

As filed with the Securities and Exchange Commission on October 31, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 31, 2012

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

Delaware	001-32316	13-3918742
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Four Gatehall Drive, Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing

obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On October 31, 2012, B&G Foods North America, Inc. and B&G Foods Snacks, Inc., wholly owned operating subsidiaries of B&G Foods, Inc., closed on the acquisition of the New York Style and Old London business from Chipita America for a purchase price of $62.5 million in cash, subject to a post-closing adjustment based upon working capital of the business at closing.

A copy of the press release issued by B&G Foods to announce the closing of the acquisition is filed as Exhibit 99.1 to this report.  The asset purchase agreement was filed as Exhibit 2.1 under Item 1.01 of the Current Report on Form 8-K filed by B&G Foods on September 25, 2012.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
		99.1	Press Release dated October 31, 2012

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	B&G FOODS, INC.
Dated: October 31, 2012	By:	/s/ Scott E. Lerner
		Scott E. Lerner Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

B&G Foods Completes Purchase of

the New York Style and Old London brands from Chipita America

Parsippany, N.J., October 31, 2012—B&G Foods, Inc. (NYSE: BGS) announced today that it has completed the purchase of the New York Style® and Old London® brands from Chipita America, Inc. for the previously announced price of $62.5 million in cash, subject to a post-closing adjustment based upon working capital of the business at closing.  The acquisition includes a state-of-the-art manufacturing facility in Yadkinville, North Carolina, with approximately 250 employees.  B&G Foods expects the acquisition to be immediately accretive to earnings per share and free cash flow.

New York Style, the maker of Bagel Crisps®, was brought to life in a small cheese shop when the owners decided to serve their gourmet cheese samples on toasted bagel slices.  When customers started asking to purchase the savory, crunchy snacks, New York Style Bagel Crisps were introduced and became an instant hit.  Since 1985, New York Style has been making foods for snacking and entertaining, including Original Bagel Crisps, Mini Bagel Crisps, Pita Chips and Panetini Italian Toast.  New York Style products offer the authentic taste of New York City’s traditional neighborhood bakeries.

Old London was founded in 1932 as Devonsheer Melba Company.  Eventually, Devonsheer Melba became part of the Old London brand name, which offers a larger array of Melba products.  Old London has a wide variety of flavors available in Melba Toasts, Melba Rounds and other snacks. Old London also markets specialty snacks under the Devonsheer® and JJ Flats® names.

About B&G Foods, Inc.

B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, shelf-stable foods across the United States, Canada and Puerto Rico. B&G Foods’ products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, marinades, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers and other specialty food products. B&G Foods competes in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution. Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Don Pepino, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs Dash, Ortega, Polaner, Red Devil, Regina, Sa-són, Sclafani, Sugar Twin, Trappey’s, Underwood, Vermont Maid, Wright’s and now, New York Style, Old London, Devonsheer and JJ Flats. B&G Foods also sells and distributes two branded household products, Static Guard and Kleen Guard.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.”  The forward-looking statements contained in this press release include without limitation statements related to the expected impact of the acquisition, including the expected impact on B&G Foods’ earnings per share and free cash flow.  Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal 2011 filed on February 28, 2012.  B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:
Investor Relations: ICR, Inc. Don Duffy 866-211-8151	Media Relations: ICR, Inc. Matt Lindberg 203-682-8214