Click here for information regarding B&G Foods’ recently announced partial redemption of the 12% senior subordinated notes due 2016 and the automatic separation of the EISs on the redemption date. | Q. | On which exchange and under what ticker symbol is B&G Foods’ Class A common stock listed for trading? | | A. | B&G Foods’ shares of Class A common stock are listed for trading on the New York Stock Exchange under the ticker symbol “BGS.” |
| Q. | When did B&G Foods’ separately traded Class A common stock begin trading on the New York Stock Exchange?
| | A. | B&G Foods’ separately traded Class A common stock began trading on the New York Stock Exchange on May 23, 2007. |
| Q. | Who is B&G Foods’ transfer agent? | | A. | BNY Mellon Shareowner Services is B&G Foods’ transfer agent. |
| Q. | When does B&G Foods’ fiscal year end? | | A. | B&G Foods’ fiscal year is the fifty-two or fifty-three week period ending on the Saturday closest to December 31. |
| Q. | Does B&G Foods have a reinvestment plan? | | A. | No, B&G Foods does not have a reinvestment plan. |
| Q. | What payments can be expected as a holder of separately traded Class A common stock? | | A. | Holders of shares of our Class A common stock may receive quarterly dividend payments on the shares of Class A common stock if and to the extent dividends are declared by our board of directors. We have declared and paid quarterly dividends on our Class A common stock each quarter since we became a public company in 2004. The current intended dividend rate on our Class A common stock is $0.17 per share (equal to $0.68 per share annually). We currently intend to continue paying quarterly dividends on our Class A common stock at that rate on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30, respectively. Dividend payments, however, are not mandatory or guaranteed and holders of our Class A common stock do not have any legal right to receive, or require us to pay, dividends. Our board of directors may at any time decrease the level of dividends or entirely discontinue the payment of dividends. |
| Q. | Does B&G Foods have two classes of common stock? | | A. | B&G Foods has two separate authorized classes of common stock, our Class A common stock, par value $0.01 per share, and our Class B common stock, par value $0.01 per share. However, on May 29, 2007, in connection with of our initial public offering of Class A common stock as a separately traded security all outstanding shares of our Class B common stock were repurchased for cash or exchanged for shares of our Class A common stock. As a result, there are currently no shares of our Class B common stock outstanding. It is currently contemplated that at our 2010 annual meeting of stockholders our board of directors will propose an amendment to our certificate of incorporation to refer to our Class A common stock simply as “common stock” and to delete all references to the Class B common stock.
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| Q. | Does B&G Foods have any issued and outstanding shares of preferred stock? | | A. | No. |
| Q. | What are EISs? | | A. | EISs, or Enhanced Income Securities, are units comprised of common stock and notes. Each EIS of B&G Foods represents one share of Class A common stock and $7.15 principal amount of 12% senior subordinated notes due 2016. From June 18, 2007 through October 26, 2009, B&G Foods’ EISs were listed for trading on the New York Stock Exchange under the ticker symbol “BGF.” From October 8, 2004 through June 15, 2007, the EISs traded on the American Stock Exchange. In connection with the Company’s partial redemption of the senior subordinated notes, all of the EISs will separate into the component shares of Class A common stock and senior subordinated notes on October 30, 2009. Following the automatic separation of the EISs, holders of shares of Class A common stock and senior subordinated notes will no longer be able to combine such securities to form EISs. As a result, we will no longer have any EISs outstanding after such date. Click here for information regarding B&G Foods’ recently announced partial redemption of the 12% senior subordinated notes due 2016 and the automatic separation of the EISs on the redemption date. |
| Q. | How do holders of our Class A common stock treat distributions for tax purposes? | | A. | Distributions paid on shares of Class A common stock will be taxable to you as dividend income to the extent those distributions are paid out of our current or accumulated earnings and profits. If you are an individual, such dividend income will (through 2010) be subject to tax at long-term capital gains rates provided you meet certain holding period and other requirements. Distributions on our shares of Class A common stock not paid out of our current or accumulated earnings and profits will be treated as a return of capital to the extent of your basis in your shares of Class A common stock and any such payments in excess of your basis will be taxed as capital gain.
Click here for detailed tax treatment information for 2008 Class A common stock distributions. As treatments may vary due to individual status and other considerations, B&G Foods urges you to consult your own tax advisor for your individual treatment.
It is possible that all or a portion of the dividends paid by B&G Foods during 2009 could
represent a return of capital distribution to recipients for U.S. federal income tax purposes. However, the determination of the actual characterization of distributions made during 2009 cannot be determined until after the close of the year, and will be reflected in the 2009 Form 1099-DIV (sent in early 2010). B&G Foods expects to post detailed tax information for 2009 Class A common stock distributions in January 2010.
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| Q. | How do EIS holders treat EIS distributions for tax purposes? | | A. | Distributions paid on the shares of Class A common stock held as part of EISs will be taxable to you as dividend income to the extent those distributions are paid out of our current or accumulated earnings and profits. If you are an individual, such dividend income will (through 2010) be subject to tax at long-term capital gains rates provided you meet certain holding period and other requirements. Distributions on our shares of Class A common stock not paid out of our current or accumulated earnings and profits will be treated as a return of capital to the extent of your basis in your shares of Class A common stock and any such payments in excess of your basis will be taxed as capital gain.
Interest income on the senior subordinated notes held as part of EISs will be taxable to you at ordinary income rates.
Click here for detailed tax treatment information for 2008 EIS distributions.As treatments may vary due to individual status and other considerations, B&G Foods urges you to consult your own tax advisor for your individual treatment.
It is possible that all or a portion of the dividends paid by B&G Foods during 2009 could
represent a return of capital distribution to recipients for U.S. federal income tax purposes. However, the determination of the actual characterization of distributions made during 2009 cannot be determined until after the close of the year, and will be reflected in the 2009 Form 1099-DIV (sent in early 2010). B&G Foods expects to post detailed tax information for 2009 EIS distributions in January 2010.
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