-----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, TKizZzhM+ybWt5KP+PjtqG8cAacSwBEzjneGsgd1k+bui1388gt4AQ3cSLE/h7oG fjQ7JFpkCJ8eyZduGsX9Sg== 0001104659-04-031048.txt : 20041019 0001104659-04-031048.hdr.sgml : 20041019 20041019162728 ACCESSION NUMBER: 0001104659-04-031048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041014 FILED AS OF DATE: 20041019 DATE AS OF CHANGE: 20041019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERRILL STEPHEN CENTRAL INDEX KEY: 0001083181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32316 FILM NUMBER: 041085580 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 4 1 a4.xml 4 X0202 4 2004-10-14 0 0001278027 B&G FOODS HOLDINGS CORP BGF 0001083181 SHERRILL STEPHEN C/O BRUCKMANN, ROSSER, SHERRILL & CO. LLC 126 EAST 56TH STREET, 29TH FLOOR NEW YORK NY 10022 1 0 0 0 Series A Cumulative Preferred Stock 2004-10-14 4 S 0 367.59 1625.78 D 0 D Series B Cumulative Preferred Stock 2004-10-14 4 S 0 241.32 1988.63 D 0 D Series C Senior Preferred Stock 2004-10-14 4 S 0 98.01 1937.31 D 0 D Series B Warrants 0.01 2004-10-14 4 S 0 10235 4.26 D 2009-01-22 Class B Common Stock 10235 15045 D Series C Warrants 0.01 2004-10-14 4 S 0 2865 4.26 D 2009-01-22 Class B Common Stock 2865 4213 D In connection with its initial public offering ("IPO") of 17,391,305 Enhanced Income Securities ("EISs"), each representing one share of Common Stock and $7.15 principal amount of the Issuer's 12.0% senior subordinated notes due 2016, the Issuer used a portion of the proceeds of the offering to purchase from Mr. Sherrill 367.59 shares of Series A Cumulative Preferred Stock, 241.32 shares of Series B Cumulative Preferred Stock, 98.01 shares of Series C Senior Preferred Stock, 10,235 Series B Warrants and 2,865 Series C Warrants directly owned by Mr. Sherrill. 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, and Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Stephen 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. In addition to the securities listed herein Buckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherill & Co., L.P. own 9,169,384 shares of Class B Common Stock and 921,356 Series B and Series C Warrants. Mr. Sherrill disclaims beneficial ownership of such shares. In connection with the IPO, B&G Foods, Inc. merged with and into the Issuer, with the Issuer as the surviving entity. The Issuer was renamed B&G Foods, Inc. In connection with the merger, each share of the Issuer's outstanding Common Stock was automatically reclassified and converted into 109.8901 shares of the Issuer's Class B Common Stock. Exercisable immediately. /s/ Stephen C. Sherrill 2004-10-18 -----END PRIVACY-ENHANCED MESSAGE-----