B&G Foods, Inc. - Amended Statement of Ownership (SC 13G/A)
February 11 2008 - 12:43PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
B&G FOODS, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
05508R 20 5
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
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CUSIP No.
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05508R
20 5
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13G
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Page
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2
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of
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6
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Pages
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Amendment No. 3
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1
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NAMES OF REPORTING PERSONS
The Northwestern Mutual Life Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wisconsin
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,050,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,050,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,050,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IC
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CUSIP No.
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05508R
20 5
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13G
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Page
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3
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of
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6
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Pages
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Amendment No. 3
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Item 1
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(a)
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Name of Issuer: B&G Foods, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
Four Gatehall Drive, Suite 110, Parsippany, NJ 07054
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Item 2
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(a)
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Name of Person Filing: The Northwestern Mutual Life Insurance Company
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(b)
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Address of Principal Business Office: 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(c)
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Citizenship or Place of Organization: Wisconsin
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(d)
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Title of Class of Securities: Class A Common Stock
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(e)
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CUSIP Number: 05508R 20 5
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Item 3
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If this statement is filed pursuant to Sections
240.13d-1(b), or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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o
Broker or Dealer registered under Section 15 of the Act
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(b)
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o
Bank as defined in section 3(a)(6) of the Act
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(c)
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ý
Insurance company as defined in section 3(a)(19) of the Act
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(d)
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o
Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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o
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)
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(f)
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o
An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F)
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(g)
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o
A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G)
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CUSIP No.
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05508R
20 5
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13G
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Page
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4
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of
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6
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Pages
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Amendment No. 3
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(h)
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o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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(i)
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o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940
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(j)
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o
Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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(a) Amount Beneficially Owned: 1,050,000 shares. Of such amount, 1,000,000 shares are owned
directly by The Northwestern Mutual Life Insurance Company (Northwestern Mutual). Northwestern
Mutual may be deemed to be the indirect beneficial owner of the balance of such shares as follows:
50,000 shares are owned by The Northwestern Mutual Life Insurance Company Group Annuity Separate
Account (GASA).
Northwestern Investment Management Company, LLC, a wholly owned company of Northwestern
Mutual, serves as an investment advisor to Northwestern Mutual and GASA and it shares voting and
investment power with respect to 1,000,000 shares owned directly by Northwestern Mutual and 50,000
shares owned by GASA. Northwestern Investment Management Company, LLCs principal place of
business is 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202. It is organized under Delaware
law.
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(b)
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Percent of Class: 2.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 1,050,000
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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CUSIP No.
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05508R
20 5
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13G
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Page
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5
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of
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6
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Pages
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Amendment No. 3
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(iv)
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Shared power to dispose or to direct the disposition of: 1,050,000
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
ý
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Item 6
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Ownership of More than Five Percent on Behalf of
Another Person:
N/A
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Item 7
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Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or
Control Person:
N/A
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Item 8
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Identification and Classification of Members of
the Group:
N/A
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Item 9
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Notice of Dissolution of Group:
N/A
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By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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CUSIP No.
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05508R
20 5
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13G
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Page
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6
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of
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6
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Pages
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Amendment No. 3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
February 7, 2008
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
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By:
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/s/ Robert J. Berdan
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Robert J. Berdan
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Vice President, General
Counsel and Secretary
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