-----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, ROSgsMvE6BSv/sR563J+vEPfrO51+tj00vkySHD27m/v/3uRqPVkhSyjh8Rl68jC Etn91AhV76IA0YGJ5lFXpg== 0001104659-04-031047.txt : 20041019 0001104659-04-031047.hdr.sgml : 20041019 20041019162716 ACCESSION NUMBER: 0001104659-04-031047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041014 FILED AS OF DATE: 20041019 DATE AS OF CHANGE: 20041019 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baldwin Thomas J CENTRAL INDEX KEY: 0001305184 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32316 FILM NUMBER: 041085578 BUSINESS ADDRESS: BUSINESS PHONE: (212) 521-3700 MAIL ADDRESS: STREET 1: C/O BRUCKMANN, ROSSER, SHERRILL & CO,LLC STREET 2: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0202 4 2004-10-14 0 0001278027 B&G FOODS HOLDINGS CORP BGF 0001305184 Baldwin Thomas J C/O BRUCKMANN, ROSSER, SHERRILL & CO. L.P. 126 EAST 56TH STREET NEW YORK NY 10022 1 0 0 0 Series A Preferred Stock 2004-10-14 4 S 0 110.44 1429.88 D 0 D Class B Common Stock 2004-10-14 4 S 0 39812 7.11 D 15133 D Class B Common Stock 2004-10-14 4 G 0 3517 0 D 11616 D 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. Thomas J. Baldwin 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. Baldwin disclaims beneficial ownership of any such shares. In addition to the securities listed herein Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P. own 940,614 Series B and Series C Warrants. Mr. Baldwin disclaims beneficial ownership of such securities. In connection with its initial public offering ("IPO") of 17,391,305 Enhanced Income Securities ("EISs"), each representing one share of Class A 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. Baldwin 110.44 shares of Series A Cumulative Preferred Stock and 39,812 shares of Class B Common Stock directly owned by Mr Baldwin and $3,517 shares of Class B Common Stock that Mr. Baldwin had donated to charity prior to the IPO. Does not include 9,340,650 shares of Class B Common Stock owned by Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Baldwin disclaims beneficial ownership. 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. By: Robert Cantwell, Attorney-in-Fact for Thomas J. Baldwin 2004-10-18 -----END PRIVACY-ENHANCED MESSAGE-----