-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DVUYi5EC3e4nZc/zq+zM890kZ0cNqfd5P4mqKzpPtYod2/EnH35N4mRYEJRD8E4j MKaXilqrGLPHlNa6z00Uqw== 0001104659-04-030032.txt : 20041007 0001104659-04-030032.hdr.sgml : 20041007 20041007200543 ACCESSION NUMBER: 0001104659-04-030032 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041007 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERRILL STEPHEN CENTRAL INDEX KEY: 0001083181 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32316 FILM NUMBER: 041071108 BUSINESS ADDRESS: STREET 1: CBR ACQUISITION LLC C/O BUCKMANN ROSSER STREET 2: 126 EAST 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: CBR ACQUISITION LLC C/O BUCKMANN ROSSER STREET 2: 126 E 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: B&G FOODS HOLDINGS CORP CENTRAL INDEX KEY: 0001278027 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 133918742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FOUR GATEHALL DRIVE STREET 2: SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07034 BUSINESS PHONE: 9734016500 3 1 a3.xml 3 X0202 3 2004-10-07 0 0001278027 B&G FOODS HOLDINGS CORP BGF 0001083181 SHERRILL STEPHEN C/O BRUCKMANN, ROSSER, SHERRILL & CO. LLC 126 EAST 56TH STREET NEW YORK NY 10022 1 0 0 0 Common Stock 1664.23 D Series A Cumulative Preferred Stock 367.59 D Series B Cumulative Preferred Stock 241.32 D Series C Senior Preferred Stock 98.01 D Series B Warrants 0.01 2009-01-22 Common Stock 230.05 D Series C Warrants 0.01 2009-01-22 Common Stock 64.41 D Does not include 79,690.92 shares of common stock owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. 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 is a stockholder of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr. Sherrill disclaims beneficial ownership of any such shares. Does not include 17,602.30 shares of Series A Cumulative Preferred Stock owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. Does not include 11,540.72 shares of Series B Cumulative Preferred Stock owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. Does not include 4,687.34 shares of Series C Senior Preferred Stock owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. Exercisable immediately. Does not include 11,001.74 Series B Warrants owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. Does not include 3,080.48 Series C Warrants owned by Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill disclaims beneficial ownership. /s/ Robert Cantwell, Attorney-in-fact 2004-10-07 EX-24.2 2 ex-24d2.htm EX-24.2

Exhibit 24.2

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints David L. Wenner and Robert C. Cantwell, and each of them acting individually without the other, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)           prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities issued by B&G Foods Holdings Corp., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2)           seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3)           perform any and all other acts which in the discretion of such attorney(s)-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

 

(1)           this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

(2)           any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or their discretion, deem necessary or desirable;

(3)           neither the Company nor such attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)           this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact, and each of them acting individually without the other, full power and authority to do and perform all and

 

 


 

every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of September, 2004.

/s/ Stephen C. Sherrill

Name: Stephen C. Sherrill

 

 

 

 

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