<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>a68805e10-k405.txt
<DESCRIPTION>FORM 10-K405 FISCAL YEAR END NOVEMBER 3, 2000
<TEXT>

<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE

    FISCAL YEAR ENDED NOVEMBER 3, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR

    THE TRANSITION PERIOD FROM                    TO
                               ------------------    -------------------


                         Commission file number: 0-2396
                                                 ------


                           BRIDGFORD FOODS CORPORATION
                           ---------------------------
             (Exact name of Registrant as specified in its charter)


           California                                          95-1778176
-------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


1308 North Patt Street, Anaheim, California                       92801
-------------------------------------------                ------------------
 (Address of principal executive offices)                      (Zip code)


                                 (714) 526-5533
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $1.00 per share
                     ---------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES  X    NO
    ---      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K.  X
           ---

The aggregate market value of voting stock held by non-affiliates of the
registrant on January 23, 2001 was $38,989,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 10,577,412 shares of Common
Stock, par value of $1.00 per share, as of January 23, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

Items 5, 6, 7 and 8 of Part II are incorporated by reference from the
registrant's Annual Report to Shareholders for the fiscal year ended November 3,
2000. Items 10, 11, 12 and 13 of Part III are incorporated by reference from the
registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
March 14, 2001.


<PAGE>   2

                                     PART I

ITEM 1. BUSINESS

        Background of Business

        Bridgford Foods Corporation, a California corporation (collectively with
its subsidiaries, the "Company"), was organized in 1952. The Company originally
began its operations as a retail meat market in San Diego, California, and
evolved into a meat wholesaler for hotels and restaurants, a distributor of
frozen food products, a processor and packer of meat and a manufacturer and
distributor of frozen food products for sale on a retail and wholesale basis.
For more than the past five years, the Company and its subsidiaries have been
primarily engaged in the manufacturing, marketing and distribution of an
extensive line of frozen, refrigerated and snack food products throughout the
United States. The Company has not been involved in any bankruptcy, receivership
or similar proceedings, nor has it been party to any merger, acquisition, etc.
or acquired or disposed of any material amounts of assets during the past five
years. Substantially all of the assets of the Company have been acquired in the
ordinary course of business. The Company had no significant change in the type
of products produced or distributed, nor in the markets or methods of
distribution since the beginning of the fiscal year.

        Certain statements in this report constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual results,
performance, or achievements of Bridgford Foods Corporation to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. Such factors include, among others,
the following: general economic and business conditions; the impact of
competitive products and pricing; success of operating initiatives; development
and operating costs; advertising and promotional efforts; adverse publicity;
acceptance of new product offerings; consumer trial and frequency; changes in
business strategy or development plans; availability, terms and deployment of
capital; availability of qualified personnel; commodity, labor, and employee
benefit costs; changes in, or failure to comply with, government regulations;
weather conditions; construction schedules; and other factors referenced in this
report.

        Description of Business

        The Company operates in one business segment - the manufacture and
distribution of frozen, refrigerated and snack food products. The products
manufactured and distributed by the Company consist of an extensive line of food
products, including a variety of sliced luncheon meats and cheeses, wieners,
bacon, sandwiches, dry sausages, biscuits, bread dough items and roll dough
items. The products purchased by the Company for resale include a variety of
jerky, cheeses, salads, party dips, Mexican foods, nuts and other delicatessen
type food products. In the aggregate, the Company manufactures or distributes a
product line consisting of a total of approximately 470 food products.

                                                  2000       1999      1998
                                                  ----       ----      ----
     Products manufactured or processed
       by the Company                              68%        69%       76%
     Items manufactured or processed by third
       parties for distribution                    32%        31%       24%
                                                  ---        ---       ---
                                                  100%       100%      100%
                                                  ===        ===       ===


                                       2

<PAGE>   3

        Although the Company has recently introduced several new products, none
of these products have contributed significantly to the Company's revenue growth
for the fiscal year. The Company's sales are not subject to material seasonal
variations. Historically the Company has been able to respond quickly to the
receipt of orders and, accordingly, the Company does not maintain a significant
sales backlog. The Company and its industry generally have no unusual demands or
restrictions on working capital items. The Company is not dependent upon a
single customer, or a few customers, the loss of which would have a material
adverse effect on the Company's results of operations. During the last fiscal
year the Company did not enter into any new markets or any significant
contractual or other material relationships.

        The Company has two classes of similar food products, each of which has
accounted for 10% or more of consolidated sales in the prior three fiscal years
listed below. The following table shows sales, as a percentage of consolidated
sales, for each of these two classes of similar products for each of the last
three fiscal years:

                                                     2000       1999      1998
                                                     ----       ----      ----

     Frozen Food Products                             37%        38%       41%

     Refrigerated and Snack Food Products             63%        62%       59%
                                                     ---        ---       ---
                                                     100%       100%      100%
                                                     ===        ===       ===

        To date, federal, state and local environmental laws and regulations,
including those relating to the discharge of materials into the environment,
have not had a material effect on the Company's business.

        Product Planning and Research and Development

        The Company continually monitors the consumer acceptance of each product
within its extensive product line. Individual products are regularly added to
and deleted from the Company's product line. The addition or deletion of any
product has not had a material effect on the Company's operations. The Company
believes that a key factor in the success of its products is its system of
carefully targeted research and testing of its products to ensure high quality
and that each product matches an identified market opportunity. The emphasis in
new product introductions in the past few years has been in microwaveable,
single service items. The Company is constantly searching to develop new
products to complement its existing product line and improved processing
techniques and formulas for its existing product line. The Company utilizes an
in-house test kitchen to research and experiment with unique food preparation
methods, improve quality control and analyze new ingredient mixtures. The
Company does not anticipate any significant change in product-mix as a result of
its research and development efforts.

        Marketing, Sales and Distribution

        The Company markets and sells its products with its own sales force,
brokers, cooperatives, wholesalers and independent distributors. Currently,
products are sold by the Company's own sales force to approximately 37,000
retail food stores located in 49 states and Canada. In addition, the Company
sells its products through wholesalers, cooperatives and distributors to
approximately an additional 23,000 retail outlets and 22,000 restaurants and
institutions.

        The Company's annual advertising expenditures are directed towards
retail and institutional customers. These customers participate in various
special promotional programs including "slotting" and direct advertising
allowances sponsored by the Company. The Company also invests in general
consumer advertising in various newspapers and periodicals. The Company directs
advertising at food service customers with campaigns in major industry
publications and through Company participation in trade shows throughout the
United States.


                                       3


<PAGE>   4

        Competition

        The products of the Company are sold under highly competitive
conditions. All food products can be considered competitive with other food
products, but the Company regards its principal competitors to include national,
regional and local producers and distributors of refrigerated, frozen and snack
food products. Several of the Company's competitors include large companies with
substantially greater financial and marketing resources than those of the
Company. Existing competitors may broaden their product lines and potential
competitors may enter or increase their focus on the Company's market, resulting
in greater competition for the Company. The Company believes that its products
compete favorably with those of the Company's competitors. Such competitors'
products compete against those of the Company for retail shelf space,
institutional distribution and customer preference.

        Employees

        At the end of fiscal 2000, the Company had approximately 730 employees,
approximately 40% of whose employment relationship with the Company was governed
by collective bargaining agreements. These agreements currently expire between
January 2001 and December 2003. The Company believes that its relationship with
its employees is good.

        Raw Materials

        Although the Company has numerous sources of raw materials, the
availability of raw materials is subject to some volatility. From time to time
drought or flood conditions affect the cost of grain products adversely in the
short run, and costs of meat products in the subsequent two to five year cycle.
Similarly, periods of surplus grain products, usually occasioned by favorable
growing weather and adequate moisture, result in an increased supply and
lowering of grain costs in ensuing seasons. Government commodity programs and
export enhancement programs can also have material effects on commodity prices.
These programs are generally not predictable beyond published information.

ITEM 2. PROPERTIES

        The Company owns the following facilities:

        PROPERTY LOCATION                 SQUARE FOOTAGE     ACREAGE
        -----------------                 --------------     -------
        Anaheim, California                  100,000            5
        Modesto, California                    2,500           1/3
        Dallas, Texas                         94,000            4
        Dallas, Texas                         30,000            2
        Dallas, Texas                         16,000            1
        Dallas, Texas                          3,200            1.5
        Statesville, North Carolina           42,000            8
        Chicago, Illinois                    156,000            1.5

        The foregoing plants are, in general, fully utilized by the Company for
processing, warehousing, distributing and administrative purposes. The Company
also leases small warehouse and/or office facilities through the United States
and Canada. The Company believes that its properties are adequate to satisfy its
foreseeable needs. Additional properties may be acquired and/or plants expanded
if favorable opportunities and conditions arise.


                                       4


<PAGE>   5

ITEM 3. LEGAL PROCEEDINGS

        No material legal proceedings were pending at November 3, 2000 against
the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to the Company's shareholders during the
fourth quarter of the fiscal year ended November 3, 2000.

EXECUTIVE OFFICERS OF THE REGISTRANT

        The names, ages and positions of all the executive officers of the
Company as of January 1, 2001 are listed below. Messrs. Hugh Wm. Bridgford and
Allan L. Bridgford are brothers. Officers are normally appointed annually by the
board of directors at their meeting immediately following the annual meeting of
shareholders. All executive officers are full-time employees of the Company,
except for Allan L. Bridgford and Hugh Wm. Bridgford, who work 80% of full-time.

Name                    Age     Position(s) with the Company
----                    ---     ----------------------------
Allan L. Bridgford      65      Chairman and member of the Executive Committee

Robert E. Schulze       66      President and member of the Executive Committee

Hugh Wm. Bridgford      69      Vice President and Chairman of the
                                Executive Committee

Salvatore F. DeGeorge   69      Senior Vice President

Lawrence D. English     69      Vice President


                                       5

<PAGE>   6

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

        The Company's Common Stock, par value $1.00 per share (the "Common
Stock"), is traded in the over-the-counter market and prices are quoted on The
Nasdaq National Market under the symbol "BRID." As of January 1, 2001, there
were 509 holders of record of the Company's Common Stock. The market price and
dividend information with respect to the Company's Common Stock are set forth on
the inside cover of the Company's 2000 Annual Report to Shareholders
incorporated herein by reference. Future dividends will be dependent upon future
earnings, financial requirements and other factors.

ITEM 6. SELECTED FINANCIAL DATA

        The information set forth on page 4 of the Company's 2000 Annual Report
to Shareholders is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        The information set forth on pages 4 and 5 of the Company's 2000 Annual
Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company did not have significant overall currency exposure at
November 3, 2000. The Company's financial instruments consist of cash and cash
equivalents and life insurance policies at November 3, 2000 and the carrying
value of the Company's financial instruments approximated their fair market
values based on current market prices and rates. It is not the Company's policy
to enter into derivative financial instruments. The Company does not currently
have any significant foreign currency exposure.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The information set forth on pages 6 through 11 of the Company's 2000
Annual Report to Shareholders in the sections thereof entitled "Consolidated
Balance Sheets", "Consolidated Statements of Income", "Consolidated Statements
of Shareholders' Equity", "Consolidated Statements of Cash Flows", "Notes to
Consolidated Financial Statements" and "Report of Independent Accountants" is
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Not applicable.


                                       6

<PAGE>   7

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information set forth in the Company's definitive proxy statement for
the 2001 Annual Meeting of Shareholders to be held on March 14, 2001 is
incorporated herein by reference. Information concerning the executive officers
of the Company is set forth in Part I hereof under the heading "Executive
Officers of the Registrant".

ITEM 11. EXECUTIVE COMPENSATION

         Information set forth in the Company's definitive proxy statement for
the 2001 Annual Meeting of Shareholders to be held on March 14, 2001 is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information set forth in the Company's definitive proxy statement for
the 2001 Annual Meeting of Shareholders to be held on March 14, 2001 is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information set forth in the Company's definitive proxy statement for
the 2001 Annual Meeting of Shareholders to be held on March 14, 2001 is
incorporated herein by reference.


                                       7

<PAGE>   8

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

         (a) The following documents are filed as a part of this report:

             (1) Financial Statements. See "Index to Consolidated Financial
                 Statements" included in this report.

             (2) Financial Statement Schedule. See "Index to Consolidated
                 Financial Statements" included in this report.

             (3) Exhibits. The exhibits filed as a part of this report are
                 listed in the accompanying "Index to Exhibits".

         (b) Report on Form 8-K. The Company did not file a Current Report on
             Form 8-K during the quarter ended November 3, 2000.



                                       8

<PAGE>   9

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            BRIDGFORD FOODS CORPORATION
                                            By: /s/ Allan L. Bridgford
                                                --------------------------------
                                                    Allan L. Bridgford, Chairman
Date: January 26, 2001

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Bridgford Foods
Corporation do hereby constitute and appoint Allan L. Bridgford and Robert E.
Schulze, or either of them, with full power of substitution and resubstitution,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, or their substitutes,
may deem necessary or advisable to enable said corporation to comply with the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in connection with this
Annual Report on Form 10-K, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments; and we do hereby ratify and
confirm all that the said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                               Title                              Date
         ---------                               -----                              ----
<S>                                   <C>                                     <C>
/s/ Allan L. Bridgford                Chairman                                January 26, 2001
------------------------------        (Principal Executive Officer)
    Allan L. Bridgford


/s/ Robert E. Schulze                  President                              January 26, 2001
------------------------------         (Principal Financial and
    Robert E. Schulze                  Accounting Officer)


/s/ Hugh Wm. Bridgford                 Vice President                         January 26, 2001
------------------------------
    Hugh Wm. Bridgford


/s/ Paul A. Gilbert                    Director                               January 8, 2001
------------------------------
    Paul A. Gilbert


/s/ John W. McNevin                    Director                               January 8, 2001
------------------------------
    John W. McNevin


/s/ Steven H. Price                    Director                               January 8, 2001
------------------------------
    Steven H. Price


/s/ Norman V. Wagner II                Director                               January 8, 2001
------------------------------
    Norman V. Wagner II


/s/ Paul R. Zippwald                   Director                               January 8, 2001
------------------------------
    Paul R. Zippwald
</TABLE>


                                       9

<PAGE>   10

                           BRIDGFORD FOODS CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

         The consolidated financial statements of the Registrant and its
subsidiaries, including the report thereon of PricewaterhouseCoopers LLP dated
December 22, 2000, appearing on pages 6 through 11 of the accompanying 2000
Annual Report to Shareholders are incorporated by reference in this Annual
Report on Form 10-K. With the exception of the aforementioned information and
the information incorporated in Items 5, 6, 7 and 8, the 2000 Annual Report to
Shareholders is not to be deemed filed as part of this Annual Report on Form
10-K. The following Financial Statement Schedule should be read in conjunction
with the financial statements in such 2000 Annual Report to Shareholders.

                                                                            Page
                                                                            ----
Report of Independent Accountants on Financial
  Statement Schedules                                                        F-1

Financial Statement Schedule for the three years
  ended November 3, 2000:

  Schedule II - Valuation and Qualifying Accounts                            F-2

         All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.


                                       10

<PAGE>   11

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE


To the Board of Directors of
 Bridgford Foods Corporation

         Our audits of the consolidated financial statements referred to in our
report dated December 22, 2000 appearing on page 11 of the 2000 Annual Report to
Shareholders of Bridgford Foods Corporation (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP

Orange County, California
December 22, 2000


                                      F-1

<PAGE>   12

                           BRIDGFORD FOODS CORPORATION

                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                       Provision for       Accounts      Balance at
                                        Balance at      losses on        written off       close
                                        beginning        Accounts            less            of
                                        of period       Receivable        Recoveries       period
                                        ----------     -------------     -----------     ----------
<S>                                     <C>            <C>               <C>             <C>

                                                             October 30, 1998

Allowance for doubtful accounts          $577,156         $254,150          $248,519        $582,787
                                         ========         ========          ========        ========


                                                             October 29, 1999

Allowance for doubtful accounts          $582,787         $221,650          $157,218        $647,219
                                         ========         ========          ========        ========


                                                             November 3, 2000

Allowance for doubtful accounts          $647,219         $324,650          $277,378        $694,491
                                         ========         ========          ========        ========
</TABLE>



                                      F-2

<PAGE>   13

                           BRIDGFORD FOODS CORPORATION

                                INDEX TO EXHIBITS

EXHIBIT
  NO.                                                                   PAGE NO.
-------                                                                 --------

 3.5      Restated Articles of Incorporation, dated December 29,
          1989 (filed as Exhibit 3.5 to Form 10 on January 28,
          1993 and incorporated herein by reference).                      N/A

 3.6      Amendment to Articles of Incorporation, dated July 27,
          1990 (filed as Exhibit 3.6 to Form 10 on January 28,
          1993 and incorporated herein by reference).                      N/A

 3.7      By-laws, as amended (filed as Exhibit 2 to Form 10 on
          January 28,1993 and incorporated herein by reference).           N/A

10.1      Bridgford Foods Corporation Defined Benefit Pension
          Plan (filed as Exhibit 10.1 to Form 10 on January 28,
          1993 and incorporated herein by reference).                      N/A

10.2      Bridgford Foods Corporation Supplemental Executive
          Retirement Plan (filed as Exhibit 10.2 to Form 10
          January 28, 1993 and incorporated herein by reference).          N/A

10.3      Bridgford Foods Corporation Deferred Compensation
          Savings Plan (filed as Exhibit 10.3 to Form 10
          January 28, 1993 and incorporated herein by reference).          N/A

13.1      2000 Annual Report to Shareholders.                              N/A

21.1      Subsidiaries of the Registrant.                                  N/A

23.1      Consent of Independent Accountants.                              N/A

24.1      Power of Attorney (filed as Exhibit 24.1 to Form 10
          January 26, 2001 and incorporated herein by reference).          N/A

27.1      Financial Data Schedule for the fiscal year ended
          November 3, 2000 submitted to the Securities Exchange
          Commission in electronic format (for SEC information
          only).                                                           N/A

</TEXT>
</DOCUMENT>
