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The information in this prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated January 11, 2010

Prospectus Supplement
(To Prospectus Dated July 2, 2009)

$350,000,000

    % Senior Notes due 2018

        The notes will mature on                  , 2018. Interest will accrue from                  , 2010 and the first interest payment date will be                  , 2010.

        We may redeem some or all of the notes at any time on or after                  , 2014 at the redemption prices set forth in this prospectus. We may redeem up to 35% of the aggregate principal amount of the notes on or prior to                  , 2013 with the net proceeds from certain equity offerings. We may also redeem some or all of the notes at any time prior to                  , 2014 at a redemption price equal to the make-whole amount set forth in this prospectus. In addition, if we undergo a change of control, we may be required to offer to repurchase the notes at the repurchase price set forth in this prospectus.

        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 (including any remaining 8% senior notes due 2011) and will rank senior in right of payment to our and such guarantors' other existing and future subordinated debt (including any remaining 12% senior subordinated notes due 2016).

        We are offering to purchase for cash with net proceeds from this offering any and all of our outstanding 12% senior subordinated notes due 2016 and 8% senior notes due 2011. We are also soliciting consents from the holders of the senior subordinated notes and the senior notes to the adoption of certain proposed amendments to the indentures under which they were issued. See "Summary—Offer to Purchase and Consent Solicitation." Consummation of this offering is conditioned upon our purchase in the tender offers of not less than $200.0 million aggregate principal amount of 8% senior notes due 2011 and 12% senior subordinated notes due 2016.

        Investing in our notes involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement. We urge you to carefully read the "Risk Factors" section before you make your investment decision.

        Interest on the notes will accrue from January     , 2010 to the date of delivery.

        Credit Suisse expects to deliver the notes on or about January     , 2010, subject to conditions.

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

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PROSPECTUS SUPPLEMENT

PROSPECTUS

        This document is in two parts. The first part is this prospectus supplement, which describes, adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which gives more general information. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or any document incorporated by reference, the information in this prospectus supplement controls.

        You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us, or on any information to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus supplement is not an offer to sell or solicitation of an offer to buy these notes in any circumstances under which the offer or sale is unlawful. You should not assume that the information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the accompanying prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus supplement or of our notes. Our financial condition, results of operations and business prospects may have changed since those dates.

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        The terms "B&G Foods," "our," "we" and "us," as used in this prospectus supplement, refer to B&G Foods, Inc. and its wholly-owned subsidiaries, except where it is clear that the term refers only to the parent company.

        Throughout this prospectus supplement, we refer to our fiscal years ended January 1, 2005, December 31, 2005, December 30, 2006, December 29, 2007, January 3, 2009 and January 2, 2010 as "fiscal 2004," "fiscal 2005," "fiscal 2006," "fiscal 2007," "fiscal 2008" and "fiscal 2009," respectively, and we refer to our thirty-nine week periods ended September 27, 2008 and October 3, 2009 as "first three quarters of 2008" and "first three quarters of 2009," respectively.

TRADEMARKS

        AC'CENT®, B&G®, B&M®, B&G SANDWICH TOPPERS®, BRER RABBIT®, CREAM OF RICE®, CREAM OF WHEAT®, COZY COTTAGE®, GRANDMA'S®, JOAN OF ARC®, LAS PALMAS®, MAPLE GROVE FARMS OF VERMONT®, ORTEGA®, POLANER®, POLANER ALL FRUIT®, REGINA®, SA-SÓN 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™ and SA-SÓN™ are trademarks of our company or one of our subsidiaries.

        EMERIL'S® is a registered trademark of MSLO Emeril Acquisition Sub LLC (MEAS).

        SpongeBob SquarePants™ is a trademark of Viacom International, Inc.

        All other trademarks used in this prospectus supplement are trademarks or registered trademarks of their respective owners.

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SUMMARY

        This summary highlights certain information appearing elsewhere in this prospectus supplement and should be read together with the more detailed information and financial data and statements contained elsewhere in or incorporated by reference into this prospectus supplement.

Our Company

Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable food products. Many of our branded food products hold either the number one or number two market position in their relevant markets. Our business is characterized by a stable and growing revenue base from our existing product portfolio and is augmented by acquisitions of highly attractive, shelf-stable brands. On a consolidated basis, our operating income margin is among the highest in the packaged food industry. Additionally, we generate strong cash flows as a result of our attractive margins, efficient working capital management, modest capital expenditure requirements and tax efficiencies achieved through our acquisitions. We believe that these characteristics enable our company to be a leader in successfully achieving sales growth for shelf-stable branded food products and executing an aggressive, disciplined acquisition strategy.

        B&G Foods, including our subsidiaries and predecessors, has more than 115 years of experience in the marketplace. We have a well-established sales, marketing and distribution infrastructure that enables us to sell our products in all major U.S. food distribution channels. These channels include supermarkets, mass merchants, wholesalers, food service accounts, warehouse clubs, specialty food distributors, military commissaries and non-food outlets such as drug store chains and dollar stores. We have developed and leveraged this infrastructure through our acquisition of 18 high quality food brands since 1996. Our history includes a number of acquisitions of non-core brands from large, global packaged food companies, such as the B&M, Underwood, Ac'cent, Joan of Arc, Sa-són Ac'cent and Las Palmas brands from Pillsbury in 1999, the Ortega brand from Nestlé in 2003, the Grandma's Molasses brand from Cadbury Schweppes in 2006 and the Cream of Wheat and Cream of Rice brands from Kraft in 2007. Based on our demonstrated record of successful acquisitions, we believe that we are well-positioned as a strategic acquirer of non-core brands from large, global packaged food companies.

        For the twelve months ended October 3, 2009, our company generated $500.3 million of net sales, $101.0 million of EBITDA (which we define as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt), $15.0 million of net income and $46.3 million of net cash provided by operating activities. During the first three quarters of 2009, as compared to the first three quarters of 2008, net sales increased by 3.8%, EBITDA increased by 17.6% and net cash provided by operating activities increased by 20.2%.

Our Competitive Strengths

        We believe that our success in the packaged food industry and our financial results are due in large part to the following competitive strengths:

        Portfolio of high-margin brands with leading market positions in key growth segments.    We are focused on operating smaller, high-margin brands. We have assembled a diverse portfolio of brands consisting primarily of niche or specialty products with strong market positions and high operating income margins. Several of our brands compete in high growth categories that benefit from positive consumer spending trends. For example, our Cream of Wheat and Polaner Sugar Free Preserves with Added Fiber products compete in the health and wellness market segment. Our Ortega, Las Palmas and Sa-són Ac'cent brands compete in the U.S. Mexican and Hispanic market segment. Each of these categories has experienced among the highest growth in the packaged food industry. We believe that

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our diverse product portfolio provides a strong platform to capture growth in the packaged food industry and to generate strong profitability and significant cash flows while mitigating the financial impact of competitive pressure or commodity cost increases in any single brand or product.

        Well-developed and proven acquisition platform.    We believe that our focus on shelf-stable food products, favorable relationships with retailers, operations and marketing expertise and leading acquisition integration capabilities allow us to be highly successful in growing our product and brand portfolio. We have acquired and successfully integrated 18 shelf-stable food brands since 1996. We seek to acquire shelf-stable food products with leading market positions, identifiable growth opportunities and high and sustainable margins that will add to our cash flows and return on capital. As a result, we seek to avoid brands in commodity driven categories. Our focus on shelf-stable branded food products allows us to drive attractive profitability and gain efficiencies from our sales and distribution and general and administrative systems. We believe that our acquisition expertise and ability to integrate businesses quickly lead to successful expansion of acquired brands and the realization of significant cost synergies. As a result, we believe that we are an acquirer preferred by large, global packaged food companies for their non-core brands. We have successfully completed acquisitions from Nabisco, Pillsbury, Nestlé, Cadbury Schweppes and Kraft. Our acquisitions of the Ortega and Cream of Wheat businesses are two examples of our ability to acquire leading shelf-stable brands with high profitability from large packaged food companies. We often integrate sales, marketing and distribution of acquired products and businesses within 30 days.

        Track record of new product introductions.    We have demonstrated the ability to develop new products and product extensions rapidly, and we have been able to deliver these new products to our customers quickly. We have generally been able to develop these products from concept to final product and deliver these products to our customers' shelves within six months of development. We work directly with certain of our customers to implement new product introduction in markets where we expect significant growth. For example, new products we have introduced in recent years include Cream of Wheat Whole Grain, Cream of Wheat Healthy Grain, SpongeBob SquarePants™ Cream of Wheat, the Ortega Grande Dinner Kit, the Ortega Pizza Kit, Ortega Salsa Con Queso, Ortega Salsa Verde, Polaner Sugar Free Preserves with Added Fiber, Polaner Organic Preserves, B&M No Sugar Added Baked Beans and Emeril's Beef, Chicken and Organic Vegetable Stocks.

        Diversity of customers and distribution channels.    We sell our products through all major U.S. food distribution channels, including supermarkets, mass merchants, warehouse clubs, wholesalers, food service accounts, specialty food distributors, military commissaries and non-food outlets such as drug store chains and dollar stores. We have strong, long standing, national relationships with all our major customers. Our customers include Wal-Mart, Kroger, Sysco, C&S Wholesale Grocers, Cracker Barrel, Supervalu, Wakefern, Publix, Safeway, DOT Foods, Target and Costco. The breadth of our multiple-channel sales and distribution system allows us to capitalize on above-average growth trends within certain of these distribution channels and expand distribution of acquired brands. 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 50.1% of our net sales for the first three quarters of 2009.

        Strong cash flow generation.    We have generated significant cash flows from our operations. Beginning with fiscal 2004 through the first three quarters of 2009, we have generated cumulative cash flows from operations of $183.4 million. Our strong financial performance is a result of our attractive operating income margins, efficient working capital management, modest capital expenditure requirements and tax efficiencies achieved through our acquisitions. Our business continues to be positioned to generate strong cash flows.

        Experienced management team with proven track record.    Our management team has extensive food industry experience and long standing experience managing our company in a highly competitive environment. Our chief executive officer and chief financial officer have been with us 20 and 26 years,

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respectively. Each of our other executive officers also has many years of experience with B&G Foods and/or within the industry. Our management team has acquired and integrated 18 brands successfully since 1996 and has developed and implemented a business strategy which has enabled us to become a highly successful manufacturer and distributor of a diverse portfolio of shelf-stable branded food products.

Growth Strategy

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

        Expand brand portfolio with acquisitions of complementary branded businesses.    We intend to continue expanding our brand portfolio by acquiring shelf-stable brands with leading market positions, strong brand equity, distribution expansion opportunities and compelling cost efficiencies at attractive valuations. We believe we can continue our track record of building and improving acquired brands post-acquisition through increased management focus and integration into our well-established manufacturing, sales, distribution and administrative infrastructure. We believe we are well-positioned as a preferred acquirer to capitalize on the trend of large packaged food companies divesting smaller, non-core, yet profitable, brands to increase their focus on their large, global brands.

        Continue to develop new products and deliver them to market quickly.    We intend to continue to leverage our new product development capability and our sales and distribution breadth to introduce new products and product extensions. Our management has demonstrated the ability to launch new products quickly. Examples of the new products we have introduced in recent years are listed above under "Our Competitive Strengths—Track record of new product introductions."

        Leverage our multiple-channel sales and distribution system.    Our multiple-channel sales and distribution system allows us to capitalize on growth opportunities through the quick and efficient introduction of new and acquired products to our 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 by expanding distribution channels, enlarging geographic reach, more effectively managing trade spending, improving packaging and introducing line extensions.

        Continue to focus on higher growth distribution channels and customers.    We sell our products through all major U.S. food distribution channels, including supermarkets, mass merchants, wholesalers, food service accounts, warehouse clubs, specialty food distributors, military commissaries and non-food outlets such as drug store chains and dollar stores. Our distribution breadth allows us to benefit from high growth channels such as mass merchants, warehouse and club stores, specialty food distributors, convenience stores, drug stores, vending machines and food services. We intend to continue to create products specific to our higher growth distribution channels and customers.

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History

        B&G Foods, including our subsidiaries and predecessors, has been in business for more than 115 years. Our company has been built upon a successful track record of both organic and acquisition-related growth. We have acquired 18 brands since 1996, demonstrating our ability to acquire, integrate and grow shelf-stable branded food products.

        The chart below includes some of the significant events in our recent history:

Products and Markets

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

Brand				Year Originated		Description
Ortega				1897		•       Taco shells, tortillas, seasonings, dinner kits, taco sauces, peppers, refried beans, salsas and related food products •       Snack products such as Salsa Con Queso, Salsa Verde and Guacamole
Cream of Wheat				1893		•       One of the most trusted and widely recognized brands of hot cereals sold in the United States •       Cream of Wheat is available in original 10-minute, 21/2 minute and one-minute versions, and also in instant packets of original and other flavors •       Also available: Cream of Wheat Whole Grain, Cream of Wheat Healthy Grain and SpongeBob SquarePants™ Cream of Wheat •       Cream of Rice is a rice-based hot cereal.
Maple Grove Farms of Vermont				1915		•       Gourmet salad dressings, marinades, fruit syrups, confections, pancake mixes and organic products

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Offer to Purchase and Consent Solicitation

        On January 8, 2010, we commenced tender offers to purchase for cash any and all of our outstanding 12% senior subordinated notes due 2016, which we refer to as our senior subordinated notes, and for any and all of our outstanding 8% senior notes due 2011, which we refer to as our existing senior notes, and, in connection therewith, we are also soliciting consents to amend the indentures governing the senior subordinated notes and existing senior notes to, among other things, eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default. Consummation of this offering is conditioned upon our purchase in the tender offers of not less than $200.0 million aggregate principal amount of the existing senior notes and senior subordinated notes.

Recent Developments

        In September 2009, we issued 11,500,000 shares of our Class A common stock at a price of $8.00 per share. After deducting underwriting discounts and commissions, we received proceeds of approximately $86.9 million.

        On November 2, 2009, we partially redeemed $90.0 million principal amount of our senior subordinated notes at a cash redemption price of 106% of the principal amount of the notes being redeemed, plus two days of accrued and unpaid interest on such principal amount. Upon completion of the partial redemption, $69.5 million principal amount of the senior subordinated notes remained outstanding. The senior subordinated notes redeemed included senior subordinated notes forming part of our Enhanced Income Securities (EISs). Each EIS represented one share of our Class A common

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stock and $7.15 principal amount of the senior subordinated notes. Pursuant to the terms of the indenture governing the senior subordinated notes, our partial redemption of the senior subordinated notes resulted in an automatic separation (or "splitting") of all of the EISs. As a result, the EISs, which traded on the New York Stock Exchange under the symbol "BGF" ceased trading before the opening of the market on October 27, 2009. On October 27, 2009, those shares of Class A common stock that had previously been represented by EISs began trading on the New York Stock Exchange under the symbol "BGS" together with all other outstanding shares of our Class A common stock.

        As discussed in "Offer to Purchase and Consent Solicitation," we commenced tender offers to purchase for cash any and all of our outstanding senior subordinated notes and existing senior notes on January 8, 2010. With the net proceeds from this offering, we will:

•

purchase all $69.5 million aggregate principal amount of our senior subordinated notes and all $240.0 million aggregate principal amount of our existing senior notes, that are, in either case, validly tendered in connection with the tender offers referred to above;



•

pay accrued and unpaid interest on all such indebtedness;



•

pay all premiums and transaction expenses associated therewith; and



•

use the remaining net proceeds to call for redemption any notes not tendered in the tender offers, and for general corporate purposes, including, the acquisition of assets used or useful in, or the equity of an entity engaged in our business or a related business.

See "Use of Proceeds" and "Capitalization."

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 supplement and is not incorporated in this prospectus supplement by reference.

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Summary of the Offering

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Risk Factors

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

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following summary historical consolidated financial data should be read in conjunction with "Selected Historical Consolidated Financial Data" included elsewhere in this prospectus supplement and our audited and unaudited consolidated financial statements and notes to those statements incorporated by reference into this prospectus supplement. Our summary historical consolidated statement of operations data for fiscal years 2006, 2007 and 2008 have been derived from our audited consolidated financial statements incorporated by reference into this prospectus supplement. Our historical consolidated statements of operations data for the first three quarters of fiscal 2008 and first three quarters of fiscal 2009 have been derived from our unaudited consolidated financial statements incorporated by reference into this prospectus supplement.

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        The following is a reconciliation of EBITDA to net income for the periods presented below:

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RISK FACTORS

        An investment in the notes involves a number of risks. Before deciding whether to purchase the notes, you should give careful consideration to the risks discussed below and elsewhere in this prospectus supplement, including those set forth under the heading "Special Note Regarding Forward-Looking Statements" on page S-21 of this prospectus supplement, and in our filings with the Securities and Exchange Commission (SEC) that we have incorporated by reference in this prospectus supplement and the accompanying prospectus. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also impair our business operations.

        Any of the risks discussed below or elsewhere in this prospectus supplement or in our SEC filings incorporated by reference in this prospectus supplement and the accompanying prospectus, and other risks we have not anticipated or discussed, could have a material impact on our business, consolidated financial condition, results of operations or liquidity. In that case, you may lose all or part of your 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 will continue to have a significant amount of indebtedness. At October 3, 2009, after giving pro forma effect to this offering and the retirement in full of the existing senior notes and senior subordinated notes, we would have had $130.0 million of senior secured indebtedness and $350.0 million of senior unsecured indebtedness.

        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, capital expenditures and acquisitions; 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.

        Although our revolving credit facility contains total leverage, senior leverage and cash interest coverage maintenance covenants and the indenture governing the notes will contain 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 with terms identical (other than issuance date) to the notes we are currently offering under certain circumstances.

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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 or our credit facility upon terms acceptable to us or at all.

        Our ability to make payments on and to refinance our indebtedness, including the notes and indebtedness under our credit facility, and to fund planned capital expenditures and potential acquisitions 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.

        A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently intend to continue distributing a significant portion of any remaining cash flow to our stockholders as 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 revolving credit facility and to obtain other third-party financing, including through the sale of securities or the issuance of other indebtedness. Our credit facility is subject to periodic renewal or must otherwise be refinanced. If we are unable to refinance our indebtedness, including our 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 our credit facility, our failure to repay all amounts due on the maturity date would cause a default under the indenture governing the notes.

        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, our 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;



•

a number of restricted payments, including investments;

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specified sales of assets;



•

specified transactions with affiliates;



•

the creation of certain types of liens;



•

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



•

entry into sale and leaseback transactions.

        Our credit facility requires 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 our credit facility and/or the indenture governing the notes. In addition, upon the occurrence of an event of default under our credit facility or the indenture governing the notes, the lenders could elect to declare all amounts outstanding under the credit facility and the notes, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the credit facility 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.

Our credit facility and the indenture governing the 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 our credit facility and the indenture governing the notes have some limitations on our payment of dividends, they permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. We intend to continue paying quarterly dividends on our Class A common stock. 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 income 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 beginning of the fiscal quarter in which the indenture is executed 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, we may pay dividends on our common stock of up to $40.0 million in the aggregate. Our 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 indenture governing the notes and described in detail in "Description of Notes—Certain Covenants" and "Description of Certain Indebtedness—Senior Secured 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 October 3, 2009 our total assets included intangible assets in the amount of $592.1 million, representing approximately 64.6% of our total consolidated assets. The value of these intangible assets

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will continue to depend significantly upon the continued profitability of our brands. As a 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 senior credit facilities will not allow such repurchases. See "Description of Notes—Repurchase at the Option of Holders."

Although the notes are referred to as "senior" notes, 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 our senior credit facility, which is secured by liens on substantially all of our and the guarantors' assets, other than our and the guarantors' real property. 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 the notes may receive less, ratably, than holders of secured indebtedness.

        As of October 3, 2009, on a pro forma basis after giving effect to this offering and the retirement in full of the existing senior notes and senior subordinated notes, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries would have been $130.0 million, and approximately $24.5 million would have been available for additional borrowing under our revolving credit facility (net of $0.5 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—Senior Secured Credit Facility."

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

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•

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 as the debts 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.

You may find it difficult to sell your notes.

        You may find it difficult to sell your notes because an active trading market for the notes may not develop. The notes are a new issue of securities for which there currently is no established trading market. We do not intend to apply for listing or quotation of the notes on any securities exchange. Therefore, we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. Although the underwriters have advised us that they currently intend to make a market in the notes, they are not obligated to do so. Accordingly, any market-making activities with respect to the notes may be discontinued at any time without notice.

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        If a market for the notes does develop, it is possible that you will not be able to sell your notes at a particular time or that the prices that you receive when you sell will be unfavorable. It is also possible that any trading market that does develop for the notes will not be liquid. Future trading prices of the notes will depend on many factors, including:

•

our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of companies in the industry generally;



•

the interest of securities dealers in making a market for the notes;



•

prevailing interest rates; and



•

the market for similar securities.

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 volatility in prices. If a market for the notes develops, it is possible that the market for the notes will be subject to disruptions and price volatility. Any disruptions may adversely affect the value of your notes regardless of our operating performance, financial condition and prospects.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be incorporated herein or therein by reference contain forward-looking statements. 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;



•

the effects of rising costs for our raw materials, packaging and ingredients;



•

crude oil prices and their impact on distribution, packaging and energy costs;



•

our ability to successfully implement sales price increases and cost saving measures to offset any cost increases;



•

intense competition, changes in consumer preferences, demand for our products 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 in markets that are consolidating at the retail and manufacturing levels and to improve productivity;



•

the risks associated with the expansion of our business;



•

our possible inability to integrate any businesses we acquire;



•

our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of our competitors;



•

the effects of currency movements of the Canadian dollar compared to the U.S. dollar;



•

other 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;



•

competitors' pricing practices and promotional spending levels;



•

the risks associated with third-party suppliers and co-packers, including the risk that failure by one or more of our third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products; 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; and



•

other factors discussed under "Risk Factors" or elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be incorporated herein or therein by reference.

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Developments in any of these areas, which are more fully described elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be incorporated herein or therein 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 supplement are based on information available to us on the date of this prospectus supplement. 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 supplement.

        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 supplement.

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USE OF PROCEEDS

        We estimate that the net proceeds from this offering will be approximately $342.1 million. "Net proceeds" is what we expect to receive after paying the underwriting discount and other expenses of the offering, including legal, accounting and printing fees.

        We intend to use the net proceeds from the offering to purchase all $240.0 million principal amount of our 8% senior notes due 2011 and all $69.5 million principal amount of our 12% senior subordinated notes due 2016 and to pay fees and expenses related to retirement of the existing senior notes and senior subordinated notes that are tendered in the tender offers commenced in connection with this offering. We will use any remaining net proceeds to call for redemption any notes not tendered in the tender offers, and for general corporate purposes, including, the acquisition of assets used or useful in, or the equity of an entity engaged in our business or a related business. Pursuant to the indentures under which the existing senior notes and senior subordinated notes were issued, (i) the existing senior notes, maturing on October 1, 2011, may be redeemed at a price of 102% through September 30, 2010 and 100% on or after October 1, 2010; and (ii) the senior subordinated notes, maturing on October 30, 2016, may be redeemed at a price of 106% beginning October 30, 2009 and thereafter at prices declining annually to 100% on or after October 30, 2012.

        Until we use the remaining net proceeds of the offering for general corporate purposes, we will invest the funds in short-term, investment grade, interest-bearing securities.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of October 3, 2009:

•

on an actual basis;



•

on an as adjusted basis as if the partial redemption of $90.0 million principal amount of our senior subordinated notes on November 2, 2009 had occurred on October 3, 2009; and



•

on an as adjusted basis as if the partial redemption, this offering and the repayment in full of $240.0 million principal amount of our existing senior notes and $69.5 million principal amount of our senior subordinated notes with a portion of the proceeds of this offering had occurred on October 3, 2009.

        We urge you to read this table in conjunction with "Use of Proceeds," the audited and unaudited consolidated financial statements and the notes to those statements and related information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere or incorporated by reference in this prospectus supplement and the financial data set forth under "Summary Historical Consolidated Financial Data."

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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" in our Annual Report on Form 10-K for the year ended January 3, 2009 and our Quarterly Report on Form 10-Q for the quarter ended October 3, 2009, and our audited and unaudited consolidated financial statements and related notes to those statements incorporated by reference into this prospectus supplement and the accompanying prospectus. The selected historical consolidated financial data as of and for fiscal 2004, fiscal 2005, fiscal 2006, fiscal 2007 and fiscal 2008 have been derived from our audited consolidated financial statements. The selected historical consolidated financial data as of and for the first three quarters of 2008 and 2009 have been derived from our unaudited consolidated financial statements.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facility

        We have a senior secured credit facility that includes a $25.0 million revolving credit facility, which is undrawn except for $0.5 million in outstanding letters of credit, and $130.0 million principal amount of term loan borrowings as of October 3, 2009. During the third quarter of 2009, Credit Suisse replaced Lehman Commercial Paper Inc. (Lehman CPI) as the administrative agent under our credit facility. Also during the third quarter of 2009, the credit facility was amended to, among other things, extend the maturity date for the undrawn revolving credit facility from January 2011 to February 2013. As amended, our $25.0 million revolving credit facility and our $130.0 million of term loan borrowings mature in February 2013, provided, however, that if we do not repay, redeem or refinance our existing 8% senior notes prior to April 1, 2011, the revolving credit facility and the outstanding term loan borrowings will become immediately due and payable on April 1, 2011. The following discussion of the credit facility describes the credit facility as amended through the date of this prospectus supplement.

        Interest under the revolving credit facility, including any outstanding letters of credit, is determined based on alternative rates that we may choose in accordance with the revolving credit facility, including the "base lending rate" per annum plus an applicable margin of 2.00%, and LIBOR plus an applicable margin of 3.00%. We pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. Interest under the term loan facility is determined based on alternative rates that we may choose in accordance with the credit facility, including the base lending rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.00%.

        Our obligations under the credit facility are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The credit facility is secured by substantially all of our and our domestic subsidiaries' assets except our and our domestic subsidiaries' real property. The credit facility provides for mandatory prepayment upon certain asset dispositions and issuances of indebtedness, as defined. The credit facility contains covenants that restrict, among other things, our ability to incur additional indebtedness, pay dividends and create certain liens. The 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. As of January 2, 2010, we were in compliance with all of the covenants in the credit facility. Proceeds of the revolving credit facility are restricted to funding our working capital requirements, capital expenditures and acquisitions of companies in the same line of business as our company, subject to specified criteria. The maximum letter of credit capacity under the revolving credit facility is $10.0 million, with a fronting fee of 3.0% per annum for all outstanding letters of credit.

        On September 15, 2008, Lehman CPI filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Following that date, we no longer believed that Lehman CPI would honor its $3.1 million funding commitment under the revolving credit facility if we were to make a funding request. Therefore, when Lehman CPI's commitment was assumed by other lenders during the third quarter of 2009, the effective available borrowing capacity under our revolving credit facility, net of outstanding letters of credit increased by $3.1 million. At October 3, 2009, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $0.5 million, was $24.5 million. We have not drawn upon the revolving credit facility since its inception in October 2004 and, based upon our cash on hand and working capital requirements, we have no plans to do so for the foreseeable future.

        Effective as of February 26, 2007, we entered into a six year interest rate swap agreement in order to effectively fix at 7.0925% the interest rate payable for $130.0 million of term loan borrowings through the life of the term loan, ending in February 2013. The counterparty to the swap is Lehman Special Financing Inc. (Lehman SFI) and the counterparty's guarantor is Lehman Brothers

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Holdings Inc. (Lehman). On September 15, 2008, Lehman filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Lehman SFI filed for protection under Chapter 11 of the U.S. Bankruptcy Code on October 3, 2008.

        We initially designated the swap as a cash flow hedge. Prior to Lehman's bankruptcy filing, we recorded changes in the fair value of the swap in other comprehensive income (loss), net of tax in our consolidated balance sheet. However, as a result of the Lehman bankruptcy filing, we determined in September 2008 that the interest rate swap was no longer an effective hedge. Accordingly, subsequent to that determination, we record changes in the swap's fair value in current earnings in net interest expense in our consolidated statements of operations. We obtain third-party verification of fair value at the end of each reporting period. As of October 3, 2009, the fair value of our interest rate swap was an unrealized loss of $13.0 million and is recorded in other liabilities on our consolidated balance sheet. The amount recorded in accumulated other comprehensive income (loss) will be reclassified to net interest expense over the remaining life of the term loan borrowings as we make interest payments. Net interest expense in the third quarter and first three quarters of 2009 includes a charge of $0.6 million and a benefit of $0.1 million, respectively, relating to the unrealized gain (loss) on our interest rate swap and a reclassification of $0.4 million and $1.3 million, respectively, of the amount recorded in accumulated other comprehensive income (loss) related to the swap. For the fourth quarter of fiscal 2009, we expect to reclassify to net interest expense $0.4 million of the amount recorded in accumulated other comprehensive income (loss).

8% Senior Notes due 2011

        As of the date of this prospectus supplement, we have $240.0 million principal amount of 8% senior notes due 2011 outstanding. In connection with this offering, we intend to retire in full the remaining principal amount of the existing senior notes. We are offering to purchase for cash with net proceeds from this offering any and all of our outstanding existing senior notes. Assuming that all holders of the existing senior notes validly tender (and do not validly withdraw) their senior notes and validly deliver (and do not validly revoke) their corresponding consents on or prior to a certain consent date, the existing senior notes will be purchased in the offer to purchase and consent solicitation. Below is a summary of the existing senior notes.

        In October 2004, we issued $240.0 million aggregate principal amount of the existing senior notes. Interest on the existing senior notes is payable on April 1 and October 1 of each year. The existing senior notes will mature on October 1, 2011, unless earlier purchased in the tender offer or redeemed as described below.

        We may redeem some or all of the existing senior notes at a redemption price of 102% through September 30, 2010, and at a redemption price of 100% on or after October 1, 2010. If we or any of the guarantors sell certain assets or experience specific kinds of changes in control, we must offer to purchase the existing senior notes at the prices as described in our existing senior notes indenture plus accrued and unpaid interest to the date of repurchase.

        We may also, from time to time, seek to retire existing senior notes through cash repurchases of existing senior notes and/or exchanges of existing senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise, including through the proceeds of this offering. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

        Our obligations under the existing senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The existing senior notes and the subsidiary guarantees are our and the guarantors' general unsecured obligations and are effectively junior in right of payment to all of our and the

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guarantors' secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt (including the notes offered hereby); and are senior in right of payment to all of our and the guarantors' future subordinated debt (including any remaining senior subordinated notes). Our foreign subsidiary is not a guarantor, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of our existing senior notes.

        Our existing senior notes indenture contains covenants with respect to us and the guarantors and restricts 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. Each of the covenants is subject to a number of important exceptions and qualifications. As of October 3, 2009, we were in compliance with all of the covenants in the existing senior notes indenture.

12% Senior Subordinated Notes due 2016

        As of the date of this prospectus supplement, we have $69.5 million principal amount of 12% senior subordinated notes due 2016 outstanding. Immediately following and subject to the completion of this offering, we intend to retire in full the remaining principal amount of the senior subordinated notes. We are offering to purchase for cash with net proceeds from this offering any and all of our outstanding senior subordinated notes. Assuming that all holders of the senior subordinated notes validly tender (and do not validly withdraw) their senior subordinated notes and validly deliver (and do not validly revoke) their corresponding consents on or prior to a certain consent date, the senior subordinated notes will be purchased in the offer to purchase and consent solicitation. Below is a summary of the senior subordinated notes.

        In October 2004, we issued $165.8 million aggregate principal amount of 12% senior subordinated notes due 2016, $143.0 million of which was held in the form of EISs and $22.8 million was held on its own. As of October 3, 2009, there was $159.5 million aggregate principal amount of senior subordinated notes outstanding, $123.8 million aggregate principal amount of which was held in the form of EISs and $35.7 million aggregate principal amount of senior subordinated notes was held on its own.

        Interest on the senior subordinated notes is payable quarterly in arrears on each January 30, April 30, July 30 and October 30 through the maturity date. The senior subordinated notes will mature on October 30, 2016, unless earlier retired or redeemed as described below.

        Upon the occurrence of a change of control (as defined in the indenture), unless we have retired the senior subordinated notes or exercised our right to redeem all senior subordinated notes as described below, each holder of the senior subordinated notes has 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.

        We may, from time to time, seek to retire the senior subordinated notes through cash repurchases of the senior subordinated notes and/or exchanges of the senior subordinated notes for equity securities, in open market purchases, privately negotiated transactions or otherwise, including through the proceeds of this offering. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. During the third quarter of 2009, we repurchased in a privately negotiated transaction $6.3 million principal amount of the senior subordinated notes for $6.6 million plus accrued and unpaid interest.

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        In addition, beginning October 30, 2009, we may redeem for cash all or part of the senior subordinated notes at a redemption price of 106% and thereafter at prices declining annually to 100% on or after October 30, 2012.

        During the fourth quarter of 2009, we redeemed $90.0 million principal amount of the senior subordinated notes at a cash redemption price of 106% of the principal amount of the notes being redeemed, plus accrued and unpaid interest on such amount, to, but excluding, the redemption date of November 2, 2009. Upon completion of the partial redemption, $69.5 million principal amount of the senior subordinated notes remains outstanding.

        Pursuant to the terms of the indenture governing the senior subordinated notes, the partial redemption of the senior subordinated notes resulted in an automatic separation of all of the EISs on the redemption date into the component shares of Class A common stock and senior subordinated notes.

        The partial redemption of the senior subordinated notes is expected to result in a pre-tax charge in our fourth quarter of fiscal 2009 of $9.5 million, which represents a cash charge of $5.4 million relating to the call premium and a non-cash charge of $4.1 million relating to the write-off of unamortized deferred debt financing costs.

        Upon original issuance in October 2004, the face value of each senior subordinated note was $7.15 per note instead of the more typical corporate bond face value of $1,000 per note. Upon the partial redemption, the senior subordinated notes were not redeemed in principal amounts of $7.15 or integral multiples thereof. Instead, each holder of senior subordinated notes received a principal payment equal to approximately 56.4% of the principal amount of senior subordinated notes held by such holder.

        To illustrate, for each subordinated note held by an investor, such investor received the following partial redemption payment:

        Therefore, as illustrated below, following the partial redemption of the senior subordinated notes the face value of each senior subordinated note has been reduced from $7.15 to $3.116551105.

        Holders of senior subordinated notes will continue to be entitled to receive quarterly interest payments on the remaining principal amount of senior subordinated notes held by such holders at the rate of 12% per annum. At the new face value of $3.116551105 per note, the quarterly interest payment per note will be approximately 9.3 cents per note (or approximately 37.4 cents per note per annum).

        The senior subordinated notes are unsecured obligations and are subordinated in right of payment to all of our existing and future senior secured and senior unsecured indebtedness, including the indebtedness under our credit facility, our existing senior notes and the notes offered hereby. The

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senior subordinated notes rank pari passu in right of payment with any of our other subordinated indebtedness.

        Our obligations under the senior subordinated notes are 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 our senior subordinated notes indenture. The senior subordinated note guarantees are subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including the indebtedness under our credit facility, the existing senior notes and the notes offered hereby. Our foreign subsidiary is not a guarantor, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of our senior subordinated notes.

        Our senior subordinated notes indenture contains covenants with respect to us and the guarantors and restricts 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. Each of the covenants is subject to a number of important exceptions and qualifications. As of October 3, 2009, we were in compliance with all of the covenants in the senior subordinated notes indenture.

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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 Mellon, 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 (including any remaining 2011 Senior Notes) and any future unsecured senior Indebtedness of B&G Foods;



•

will be senior in right of payment to all existing (including any remaining 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 Credit Agreement, which as of the date of the indenture are secured by substantially all of the assets of B&G Foods and the Guarantors, other than the real estate of B&G Foods and the Guarantors. See "Risk Factors—Although the notes are referred to as "senior" notes, 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"

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 (including that Guarantor's guarantee of any remaining 2011 Senior Notes) and any future unsecured senior Indebtedness of that Guarantor; and

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•

will be senior in right of payment to all existing (including that Guarantor's guarantee of any remaining Senior Subordinated Notes) and 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 holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The Guarantor Subsidiaries generated all of our net sales for the nine-month period ended October 3, 2009 and owned virtually all of our consolidated assets as of October 3, 2009. As of the date of the indenture, our only non-Guarantor Subsidiary will be Sirops Maple Grove 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 $350.0 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 $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on                        , 2018.

        Interest on the notes will accrue at the rate of        % per annum and will be payable semi-annually in arrears on                        and                         , commencing on                         , 2010. 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                        and                         .

        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