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<SEC-DOCUMENT>0001095811-01-000413.txt : 20010129
<SEC-HEADER>0001095811-01-000413.hdr.sgml : 20010129
ACCESSION NUMBER:		0001095811-01-000413
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001103
FILED AS OF DATE:		20010126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRIDGFORD FOODS CORP
		CENTRAL INDEX KEY:			0000014177
		STANDARD INDUSTRIAL CLASSIFICATION:	SAUSAGE, OTHER PREPARED MEAT PRODUCTS  [2013]
		IRS NUMBER:				951778176
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		
		SEC FILE NUMBER:	000-02396
		FILM NUMBER:		1515524

	BUSINESS ADDRESS:	
		STREET 1:		1308 N PATT ST
		STREET 2:		P O BOX 3773
		CITY:			ANAHEIM
		STATE:			CA
		ZIP:			92801
		BUSINESS PHONE:		7145265533

	MAIL ADDRESS:	
		STREET 1:		1308 NORTH PATT STREET
		STREET 2:		P O BOX 3773
		CITY:			ANAHEIM
		STATE:			CA
		ZIP:			92803

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BRIDGFORD PACKING CO
		DATE OF NAME CHANGE:	19670307
</SEC-HEADER>
<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>
<DOCUMENT>
<TYPE>EX-13.1
<SEQUENCE>2
<FILENAME>a68805ex13-1.txt
<DESCRIPTION>EXHIBIT 13.1
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 13.1

                          BRIDGFORD 2000 ANNUAL REPORT

DESCRIPTION OF BUSINESS

         Bridgford Foods Corporation and its subsidiaries manufacture and/or
distribute refrigerated, frozen and snack food products. The Company markets its
products throughout the United States. The Company sells its products through
wholesale outlets, restaurants and institutions. The products are sold by the
Company's own sales force, brokers, cooperatives, wholesalers and independent
distributors. Products are currently sold through approximately 37,000 retail
food stores in forty-eight states within the continental United States, Hawaii
and Canada that are serviced by Company-owned service routes. Company products
are also sold throughout the country to approximately another 23,000 retail
outlets and 22,000 restaurants and institutions.

         The following summary represents the approximate percentage of net
sales by class of product for each of the last five fiscal years:

                                    2000    1999     1998     1997     1996
                                    ----    ----     ----     ----     ----
         Products manufactured
           or processed by
           the Company               68      69       76       82       83
         Products manufactured
           or processed
           by others                 32      31       24       18       17
                                    ---     ---      ---      ---      ---
         Total                      100     100      100      100      100
                                    ===     ===      ===      ===      ===

COMMON STOCK AND DIVIDEND DATA

         The common stock of the Company is traded in the national
over-the-counter market and is authorized for quotation on The Nasdaq National
Market under the symbol "BRID." The following table reflects the high and low
closing prices and cash dividends paid as quoted by Nasdaq for each of the last
eight fiscal quarters.

                                                                       Cash
         Fiscal                                                      Dividends
         Quarter Ended              $ High           $ Low             Paid
         -------------              ------           ------          ---------
         January 29, 1999           12 1/2           12 1/2            $.06
         April 30, 1999             10 1/4           10                $.06
         July 30, 1999              10 7/8           10 3/4            $.06
         October 29, 1999            9 15/16          9 7/8            $.06
         January 28, 2000            9 7/8            8                $.07
         April 28, 2000              9 3/4            8 1/2            $.07
         July 28, 2000              12 15/16          9 1/4            $.07
         November 3, 2000           13               12                $.07

ANNUAL SHAREHOLDERS MEETING

         The 2001 annual shareholders meeting will be held at the Four Points
Sheraton, 1500 South Raymond Avenue, Fullerton, California at 10:00 a.m. on
Wednesday March 14, 2001.

TO OUR SHAREHOLDERS:

         The year 2000 was a good year for Bridgford Foods. Sales reached an
all-time record level while profits were the second best in Company history.
Lower profits were due to higher costs for raw materials, energy,
transportation, petroleum based packaging materials and employee health care.
New product and new customer development also contributed to increased expenses.

SALES, EARNINGS AND DIVIDENDS

         Sales reached $156,291,805 during the 53 week 2000 fiscal year. This
was a new record and exceeded 1999 sales by 12.6%. 2000 marked our fifteenth
consecutive year of record high sales gains. Both our frozen food and meat snack
divisions recorded strong volume increases. We increased the variety and sizes
of products offered to the trade. New offerings of "Deli Pack" Biscuits, "Bake &
Serve" Rolls and larger packages of Beef Jerky added to our sales volume.
Exciting new sandwich items like Chicken Fried Steak with Gravy and Biscuit and
lunch packs including drinks, cookies and chips were recently introduced.

         Bridgford's direct store distribution route customer count has
continued to grow and reached a total of 37,367 accounts during fiscal 2000. Net
income in 2000 was $8,766,469, a 12.5% decline from the record income of
$10,024,505 set in 1999. Meat raw material costs were higher in 2000 and reduced
our operating margins. Pork raw materials used for meat processing averaged 40%
higher in cost during fiscal 2000 than in 1999. We estimate that national energy
costs have also increased at a 40% annual rate since the spring of 1999.

         Quarterly cash dividends paid in 2000 were 7cents per quarter and
totaled 28cents per common share. This represents an increase of 17% over
dividends paid in the prior fiscal year. The 7cents per share quarterly cash
dividend was continued during the first quarter of our 2001 fiscal year.


<PAGE>   2

FINANCIAL MATTERS

         The Company recognized a $675,000 pretax gain in the first quarter of
fiscal year 2000 on the sale of a parcel of land in San Diego, California as a
result of eminent domain action. Management does not anticipate any transactions
of a similar nature in our 2001 fiscal year.

         The Company purchased 754,500 shares of its outstanding common stock on
the open market during the 2000 fiscal year at an average cost of $10.13.
Subsequent to November 3, 2000, the Company has purchased an additional 17,900
shares at an average cost of $12.62. The shares were purchased in connection
with the stock repurchase plan approved by the Board of Directors in November,
1999 to purchase up to 1,000,000 shares of the Company's common stock.

         Shareholders' equity decreased by $1,938,538 (3.3%) during the year to
$56,196,327, due primarily to the cost of shares acquired by the stock
repurchase program. On a per share basis, however, shareholders' equity actually
increased 3.5% to $5.29 per share.

         Working capital declined 12.1% for the year to $38,469,237. The stock
repurchases ($7,642,876) contributed to this change in working capital. The
Company invested $5,123,710 in additions to property, plant and equipment during
the year, 4.5% more than in the prior year. Cash dividends increased 12.1% for
the year to $3,062,131. The working capital ratio (3.63 to 1) remained strong as
of year-end. At November 3, 2000, the Company had $18,179,000 invested in
interest-bearing securities. The Company remained debt-free for the 14th
consecutive year.

OPERATIONS

         During 2000 we purchased two parcels of land behind our Superior Foods
plant in Dallas and your board approved a $2,500,000 freezer construction
project at that site. We also developed a production line at the Frozen-Rite
Dallas plant for manufacture of our new "Bake & Serve" Rolls. At our Chicago
meat processing plant we invested in a new high speed slicing line to add
capacity and efficiency to the production of popular Bridgford Sliced Pepperoni.
Your board also approved the purchase and installation of "state of the art"
hardware and software for a new company-wide management information system that
will cost approximately $3,000,000.

         John V. Simmons and Daniel R. Yost were elected Vice Presidents of the
Company at our March 2000 board of directors meeting. Both men have been
employed by the Company for more than 20 years and they concentrate their
efforts on frozen food sales and marketing.

SUMMARY

         We appreciate the loyalty and hard work of our officers, directors and
associates during 2000 and thank our customers and suppliers for their support.
Your Company expects 2001 to be an excellent year for sales and profits.

Respectfully submitted,

         Allan L. Bridgford                      Robert E. Schulze
         Chairman                                President


January 19, 2001


                                       2


<PAGE>   3

                          BRIDGFORD FOODS CORPORATION

                               FINANCIAL SUMMARY

                                      Fiscal Year Ended
                                -----------------------------
                                 (53 weeks)       (52 weeks)
                                 November 3       October 29            %
                                    2000             1999             Change
                                ------------     ------------         ------
Net sales                       $156,291,805     $138,786,260         12.6%
Income before taxes               14,140,469       16,169,505         (12.5)%
Net income                         8,766,469       10,024,505         (12.5)%
Basic earnings per share                 .80              .88         (9.1)%
Cash dividends per share                 .28              .24         16.7%
Working capital                   38,469,237       43,760,200         (12.1)%
Total assets                      82,680,999       85,469,476         (3.3)%
Shareholders' equity              56,196,327       58,134,865         (3.3)%
Return on average equity               15.34%           18.40%          --


                            SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                    November 3      October 29      October 30      October 31      November 1
                                       2000*            1999           1998            1997            1996
                                   ------------    ------------    ------------    ------------    ------------
<S>                                <C>             <C>             <C>             <C>             <C>
Net Sales                          $156,291,805    $138,786,260    $134,815,787    $127,859,491    $118,316,470
Net Income                            8,766,469      10,024,505       8,720,430       6,605,354       5,651,383
Basic Earnings Per Share                    .80             .88             .77             .58             .50
Current Assets**                     53,099,779      57,236,926      50,558,938      41,136,786      33,871,431
Current Liabilities**                14,630,542      13,476,726      13,307,736      11,454,700       9,625,313
Working Capital**                    38,469,237      43,760,200      37,251,202      29,682,086      24,246,118
Property, Plant and Equip., Net      18,964,335      17,764,652      16,197,108      16,853,248      17,854,524
Deferred Taxes on Income              3,781,172       4,605,530       3,738,976       3,102,479       3,008,911
Total Assets                         82,680,999      85,469,476      75,792,941      65,663,892      58,277,948
Shareholders' Equity                 56,196,327      58,134,865      50,842,248      44,605,782      40,255,691
Cash Dividends Per Share                    .28             .24             .22             .20             .20
</TABLE>

- ------------
 *  53 weeks
**  Certain financial statement reclassifications have been recorded in years
    prior to 1997 to conform to the current year presentation.


                                       3


<PAGE>   4

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

         Certain statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere 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.

         The Company's operating results are heavily dependent upon the prices
paid for raw materials. The marketing of the company's value-added products does
not lend itself to instantaneous changes in selling prices. Changes in selling
prices are relatively infrequent and do not compare with the volatility of
commodity markets. The impact of inflation on the Company's financial position
and results of operations has not been significant during the last three years.
Management is of the opinion that the Company's strong financial position and
its capital resources are sufficient to provide for its operating needs and
capital expenditures.

RESULTS OF OPERATIONS

         2000 COMPARED TO 1999

         Sales in fiscal year 2000 increased $17,506,000 (12.6%) when compared
to sales of the prior year, primarily as a result of increased unit sales
volume.

         Cost of products sold increased by $14,751,000 (18.3%) when compared to
the prior year. The gross margin was approximately 39% in 2000, 42% in 1999, and
40% in 1998. Costs for pork commodity products increased in 2000 compared to the
historical lows experienced during 1999. Flour costs continued to be favorable
in 2000, 1999 and 1998.

         Selling, general and administrative expenses increased $4,303,000
(11.1%) when compared to the prior year. This increase was generally consistent
with the overall increase in sales.

         The Company's capital expansion projects remained at levels consistent
with the prior year. The Company expects to continue the growth and
modernization of facilities and equipment used in the business. The effective
tax rate remained consistent with the prior year at 38%.

         1999 COMPARED TO 1998

         Sales in fiscal year 1999 increased $3,970,000 (2.9%) when compared to
sales of the prior year, primarily as a result of increased sales volume.

         Cost of products sold decreased by $332,000 when compared to the prior
year. The gross margin was approximately 42% in 1999 and 40% in 1998. Costs for
pork commodity products remained at historically low levels and flour costs
continued to be favorable in 1999 and 1998.

         Selling, general and administrative expenses increased $1,844,000
(5.0%) when compared to the prior year. This increase was generally consistent
with the overall increase in sales. Selling expenses slightly outpaced sales
growth due to an increased sales force and higher performance bonuses due to
record profitability.

         The Company's capital expansion projects increased compared to recent
years. The Company expects to continue the growth and modernization of
facilities and equipment used in the business. The effective tax rate remained
consistent with the prior year at 38%.

LIQUIDITY AND CAPITAL RESOURCES

         Favorable operating results over the past several years have continued
to provide significant liquidity to the Company. Net cash provided by operating
activities was $8,348,000 in the 2000 fiscal year, $9,635,000 in 1999 and
$14,579,000 in 1998. Accounts receivable balances increased $1,617,000 (13%) in
1999 and $699,000 (6%) in 1998 due to higher sales and slower collections.
Inventories increased $2,042,000 in 2000 and $2,083,000 in 1999 due to higher
unit quantities. Non-current assets increased $1,431,000 (16%) and $1,363,000
(18%), in 1999 and 1998 primarily due to the increased cash surrender value of
life-insurance policies and increases in deferred income tax benefits. Accounts
payable and accrued expenses increased $1,901,000 in 2000 due to higher
purchasing activity to support strong fourth quarter sales.

                                       4


<PAGE>   5

         The Company's capital improvement expenditures remained consistent in
2000 compared to the prior year. Significant projects in process at November 3,
2000 included $1.8 million for an updated management information system. Cash
and cash equivalents decreased $6,720,000 in 2000 (26.9%). The decrease was
primarily a result of capital expenditures in the amount of $5,124,000; common
stock repurchases of $7,643,000, and higher inventory balances. The company also
funded its defined benefit pension plan in the amount of $3,000,000 during
fiscal year 2000. Cash and cash equivalents increased $2,749,000 in 1999
(12.3%). The increase was lower than in recent years due to higher tax payments,
increased capital expenditures and higher accounts receivable and inventory
balances. Cash and cash equivalents increased $9,894,000 in 1998 primarily as a
result of lower capital expenditures, improved profitability and significant
increases in non-funded employee benefits. The Company has remained free of
interest-bearing debt for fourteen consecutive years. Working capital decreased
$5,291,000(12.1%) in 2000 and increased $6,509,000 (17.5%) and $7,569,000
(25.5%) in 1999 and 1998. The decrease in working capital in 2000 primarily
resulted from the common stock repurchase program and significant pension
contribution during 2000. The Company maintains a line of credit with Bank of
America that expires April 30, 2002. There were no borrowings under this line of
credit during fiscal 2000.


                          BRIDGEFORD FOODS CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                 November 3         October 29
                                                    2000               1999
                                                 -----------        -----------
Current assets:
  Cash and cash equivalents                      $18,300,803        $25,020,839
  Accounts receivable, less allowance
    for doubtful accounts of $694,491
    and $647,219                                  13,642,063         13,689,463
  Inventories                                     18,191,480         16,149,918
  Prepaid expenses                                   527,902            268,892
  Deferred income taxes                            2,437,531          2,107,814
                                                 -----------        -----------
      Total current assets                        53,099,779         57,236,926
                                                 -----------        -----------

Property, plant and equipment, net of
  accumulated depreciation of $31,598,952
  and $30,533,865                                 18,964,335         17,764,652
Other non-current assets                           6,835,713          5,862,368
Deferred income taxes                              3,781,172          4,605,530
                                                 -----------        -----------
                                                 $82,680,999        $85,469,476
                                                 ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                               $ 7,723,023        $ 5,849,237
  Accrued payroll and other expenses               6,787,268          6,759,979
Income taxes payable                                 120,251            867,510
                                                 -----------        -----------
    Total current liabilities                     14,630,542         13,476,726
                                                 -----------        -----------

Non-current liabilities                           11,854,130         13,857,885
                                                 -----------        -----------

Contingencies and commitments (Note 6)

Shareholders' equity:
    Preferred stock, without par value
      Authorized - 1,000,000 shares
      Issued and outstanding - none
    Common stock, $1.00 par value
      Authorized - 20,000,000 shares
        Issued and outstanding - 10,615,312
        and 11,369,812, respectively              10,672,195         11,426,695
      Capital in excess of par value              19,458,747         26,347,123
      Retained earnings                           26,065,385         20,361,047
          Total shareholders' equity              56,196,327         58,134,865
                                                 -----------        -----------
                                                 $82,680,999        $85,469,476
                                                 ===========        ===========

See accompanying notes to consolidated financial statements.

                                       5

<PAGE>   6

                          BRIDGEFORD FOODS CORPORATION

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                       Fiscal year ended
                                      ----------------------------------------------------
                                       (53 weeks)          (52 weeks)          (52 weeks)
                                       November 3          October 29          October 30
                                          2000                1999                1998
                                      ------------        ------------        ------------
<S>                                   <C>                 <C>                 <C>
Net sales                             $156,291,805        $138,786,260        $134,815,787
Cost of products sold,
  excluding depreciation                95,295,374          80,544,109          80,876,022
Selling, general and
  administrative expenses               43,083,496          38,780,300          36,935,860
Depreciation                             3,772,466           3,292,346           2,938,475
                                      ------------        ------------        ------------
                                       142,151,336         122,616,755         120,750,357
                                      ------------        ------------        ------------

Income before taxes                     14,140,469          16,169,505          14,065,430
Provision for taxes on income            5,374,000           6,145,000           5,345,000
                                      ------------        ------------        ------------
Net income                            $  8,766,469        $ 10,024,505        $  8,720,430
                                      ============        ============        ============
Basic earnings per share              $        .80        $        .88        $        .77
                                      ============        ============        ============

Shares used to compute basic
  earnings per share                    10,907,701          11,369,812          11,369,812
                                      ============        ============        ============
Diluted earnings per share            $        .80        $        .88
                                      ============        ============
Shares used to compute diluted
  earnings per share                    10,926,630          11,374,714
                                      ============        ============
</TABLE>


                                       6

<PAGE>   7

                          BRIDGEFORD FOODS CORPORATION

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                   Common stock                Capital                          Total
                                             ---------------------------      in excess         Retained      shareholders'
                                               Shares          Amount           of par          earnings         equity
                                             ----------     ------------     ------------     ------------    -------------
<S>                                          <C>            <C>              <C>              <C>              <C>
Balance, October 31, 1997                    10,336,415     $ 10,393,298     $ 13,946,359     $ 20,266,125     $44,605,782
                                             ----------     ------------     ------------     ------------     -----------
  Net income (52 weeks)                                                                          8,720,430       8,720,430
  Cash dividends paid ($.22 per share)                                                          (2,483,964)     (2,483,964)
  10% stock dividends, November 16, 1998      1,033,397        1,033,397       12,400,764      (13,434,161)
                                             ----------     ------------     ------------     ------------     -----------
Balance, October 30, 1998                    11,369,812       11,426,695       26,347,123       13,068,430      50,842,248
  Net income (52 weeks)                                                                         10,024,505      10,024,505
  Cash dividends paid ($.24 per share)                                                          (2,731,888)     (2,731,888)
                                             ----------     ------------     ------------     ------------     -----------
Balance, October 29, 1999                    11,369,812       11,426,695       26,347,123       20,361,047      58,134,865
  Net income (53 weeks)                                                                          8,766,469       8,766,469
  Cash dividends paid ($.28 per share)                                                          (3,062,131)     (3,062,131)
  Shares repurchased and retired              (754,500)        (754,500)      (6,888,376)                       (7,642,876)
                                             ----------     ------------     ------------     ------------     -----------
 Balance, November 3, 2000                   10,615,312     $ 10,672,195     $ 19,458,747     $ 26,065,385     $56,196,327
                                            ===========     ============     ============     ============     ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       7

<PAGE>   8

                          BRIDGEFORD FOODS CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Fiscal year ended
                                                        ----------------------------------------------
                                                         (53 weeks)       (52 weeks)       (52 weeks)
                                                         November 3       October 29       October 30
                                                            2000             1999             1998
                                                        ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>
Cash flows from operating activities:
  Net income                                            $  8,766,469     $ 10,024,505     $  8,720,430
                                                        ------------     ------------     ------------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                         3,772,466        3,292,346        2,938,475
      Provision for losses on accounts receivable            324,650          221,650          254,150
      Gain on sale of assets                                (609,376)        (705,288)         (81,941)
                                                        ------------     ------------     ------------

Changes in operating assets and liabilities:
  Accounts receivable                                       (277,250)      (1,838,295)        (952,705)
  Inventories                                             (2,041,562)      (2,083,020)       1,489,852
  Prepaid expenses                                          (259,010)         (35,044)         (96,101)
  Deferred income taxes, net                                 494,641       (1,061,135)        (859,636)
  Other non-current assets                                  (973,345)        (564,449)        (726,540)
  Accounts payable and accrued expenses                    1,901,075          891,605          446,768
  Income taxes payable                                      (747,259)        (722,615)       1,406,268
  Non-current liabilities                                 (2,003,755)       2,214,928        2,039,547
                                                        ------------     ------------     ------------
    Net cash provided by operating activities              8,347,744        9,635,188       14,578,567

Cash used in investing activities:
  Proceeds from sale of assets                               760,937          747,334           84,941
  Additions to property, plant and equipment              (5,123,710)      (4,901,936)      (2,285,335)
                                                        ------------     ------------     ------------
    Net cash used in investing activities                 (4,362,773)      (4,154,602)      (2,200,394)
                                                        ------------     ------------     ------------

Cash used in financing activities:
  Shares repurchased                                      (7,642,876)
  Cash dividends paid                                     (3,062,131)      (2,731,888)      (2,483,964)
                                                        ------------     ------------     ------------
    Cash used in financing activities                    (10,705,007)      (2,731,888)      (2,483,964)
                                                        ------------     ------------     ------------

Net (decrease) increase in cash and cash equivalents      (6,720,036)       2,748,698        9,894,209

Cash and cash equivalents at beginning of year            25,020,839       22,272,141       12,377,932
                                                        ------------     ------------     ------------
Cash and cash equivalents at end of year                $ 18,300,803     $ 25,020,839     $ 22,272,141
                                                        ============     ============     ============
Cash paid for income taxes                              $  5,878,000     $  7,837,000     $  4,891,000
                                                        ============     ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       8


<PAGE>   9

                          BRIDGFORD FOODS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly owned. All intercompany
transactions have been eliminated.

CONCENTRATIONS OF CREDIT RISK

         The Company's credit risk is diversified across a broad range of
customers and geographic regions. Losses due to credit risk have been
immaterial. The carrying amount of cash and cash equivalents, accounts and other
receivables, accounts payable and accrued liabilities approximate fair market
value due to the short maturity of these instruments.

BUSINESS SEGMENT

         The Company and its subsidiaries operate in one business segment - the
processing and/or distributing of refrigerated, frozen and snack food products.

FISCAL YEAR

         The Company maintains its accounting records on a 52-53 week fiscal
basis. Fiscal year 2000 included 53 weeks. Fiscal years 1999 and 1998 include 52
weeks each.

REVENUES

         Revenues are recognized upon passage of title to the customer typically
upon product shipment or delivery to customers.

CASH EQUIVALENTS

         The Company considers all investments with original maturities of three
months or less to be cash equivalents. Cash equivalents include treasury bills
of $18,179,000 at November 3, 2000 and $24,980,000 at October 29, 1999.

INVENTORIES

         Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market.

PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are carried at cost less accumulated
depreciation. Major renewals and betterments are charged to the asset accounts
while the cost of maintenance and repairs is charged to income as incurred. When
assets are sold or otherwise disposed of, the cost and accumulated depreciation
are removed from the respective accounts and the resulting gain or loss is
credited or charged to income. Depreciation is computed on the straight-line
basis over 10 to 20 years for buildings and improvements, 5 to 10 years for
machinery and equipment and 3 to 5 years for transportation equipment.

INCOME TAXES

         Deferred taxes are provided for items whose financial and tax bases
differ. A valuation allowance is provided against deferred tax assets when it is
expected that it is more likely than not, that the related asset will not be
fully realized.

STOCK-BASED COMPENSATION

         Statement of Financial Accounting Standards (SFAS No. 123), "Accounting
for Stock-Based Compensation," encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans based on
the fair market value of options granted. The Company has chosen to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, compensation for stock
options is measured as the excess, if any, of the fair market value of the
Company's stock price at the date of grant as determined by the Board of
Directors over the amount an employee must pay to acquire the stock.

BASIC AND DILUTED EARNINGS PER SHARE

         Basic earnings per share is calculated based on the weighted average
number of shares outstanding for all periods presented. Diluted earnings per
share is calculated based on the weighted average number of shares outstanding
plus shares issuable on conversion or exercise of all potentially dilutive
securities.


                                       9


<PAGE>   10

NOTE 2 - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS:

                                                   2000         1999
                                                 --------     --------
                                                    (in thousands)
         Property, plant and equipment:
           Land                                  $  1,614     $  1,087
           Buildings and improvements              12,649       12,511
           Machinery and equipment                 28,546       27,761
           Transportation equipment                 7,754        6,940
                                                 --------     --------
                                                   50,563       48,299
                                                 --------     --------
         Accumulated depreciation                 (31,599)     (30,534)
                                                 --------     --------
                                                 $ 18,964     $ 17,765
                                                 ========     ========

         Projects in process totaled $1,857,000 at November 3, 2000.

         Inventories:
           Meat, ingredients and supplies         $ 3,909    $ 3,288
           Work in progress                         2,193      1,837
           Finished goods                          12,089     11,025
                                                  -------    -------
                                                  $18,191    $16,150
                                                  =======    =======

         Accrued payroll and other expenses:
           Payroll, vacation and payroll taxes    $ 6,005    $ 6,051
           Property taxes                             287        263
           Other                                      495        446
                                                  -------    -------
                                                  $ 6,787    $ 6,760
                                                  =======    =======

NOTE 3  - RETIREMENT AND BENEFIT PLANS:

         The Company has noncontributory-trusteed defined benefit retirement
plans for sales, administrative, supervisory and certain other employees. The
benefits under these plans are primarily based on years of service and
compensation levels. The Company's funding policy is to contribute annually the
maximum amount deductible for federal income tax purposes.

         Net pension cost consisted of the following (in thousands):

                                                      2000       1999      1998
                                                    -------     -----     -----
         Cost of benefits earned during the year    $   746     $ 646     $ 568
         Interest cost on projected benefit
           obligation                                 1,025       958       907
         Actual return on plan assets                (1,059)     (990)     (748)
         Deferral of unrecognized (loss)
           gain on plan assets                           40       138       (34)
         Amortization of unrecognized gain              (95)      (68)      (83)
         Amortization of transition asset
           (15.2 years)                                 (76)      (76)      (76)
         Amortization of unrecognized
           prior service costs                           36        36        34
                                                    -------     -----     -----
         Net pension cost                           $   617     $ 644     $ 568
                                                    =======     =====     =====

         The 1987 transition asset is being amortized using the straight-line
method over the average remaining service period of active plan participants at
the date of adoption of the plan. At November 3, 2000, 3.93 years of
amortization remained. The discount rate and expected long-term rate of return
used in determining the projected benefit obligation for fiscal years 2000, 1999
and 1998 was 7.75%. The assumed rate of future compensation increases for fiscal
years 2000, 1999 and 1998 was 4%.


                                       10

<PAGE>   11

         Plan assets are primarily invested in marketable equity securities,
corporate and government debt securities and real estate and are administered by
an investment management company.

         The funded status of the plan is as follows:

<TABLE>
<CAPTION>
                                                  2000         1999         1998
                                                --------     --------     --------
                                                          (in thousands)
<S>                                             <C>          <C>          <C>
         Plan assets at fair market value       $ 15,323     $ 11,455     $ 10,622
                                                --------     --------     --------

         Actuarial present value of
           benefit obligations:
           Accumulated benefits based
             on current salary levels,
             including vested benefits of
             $13,184, $12,162 and $9,974          14,166       12,970       10,502
           Additional benefits based on
             estimated future salary levels          849          946          817
           Projected benefit obligation           15,015       13,916       11,319
           Projected benefit obligation
             in excess of plan assets                308       (2,461)        (697)
           Unrecognized prior service costs          197          233          247
           Unrecognized gain on plan assets       (2,829)      (2,404)      (3,463)
           Unrecognized net transition asset        (294)        (369)        (445)
                                                --------     --------     --------
         Accrued pension cost                   $ (2,618)    $ (5,001)    $ (4,358)
                                                ========     ========     ========
</TABLE>

         In fiscal year 1991, the Company adopted a non-qualified supplemental
retirement plan for certain key employees. Benefits provided under the plan are
equal to 60% of the employee's final average earnings, less amounts provided by
the Company's defined benefit pension plan and amounts available through Social
Security. Total annual benefits are limited to $120,000 for each participant in
the plan. Effective January 1, 1991 the Company adopted a deferred compensation
savings plan for certain key employees. Under this arrangement, selected
employees contribute a portion of their annual compensation to the plan. The
Company contributes an amount to each participant's account by computing an
investment return equal to Moody's Average Seasoned Bond Rate plus 2%. Employees
receive vested amounts upon death, termination or retirement. Total benefit
expense recorded under these plans for fiscal years 2000, 1999 and 1998 was
$351,000, $320,000 and $303,000, respectively. Benefits payable related to these
plans and included in other non-current liabilities in the accompanying
financial statements were $4,860,000 and $4,384,000 at November 3, 2000 and
October 29, 1999, respectively. In connection with this arrangement the Company
is the beneficiary of life insurance policies on the lives of certain key
employees. The aggregate cash surrender value of these policies, included in
non-current assets, was $6,836,000 and $5,862,000 at November 3, 2000 and
October 29, 1999, respectively.

         The Company provides a deferred compensation plan for certain key
executives, which is based upon the Company's pretax income and return on
shareholders' equity. The payment of these amounts is generally deferred over a
five-year period. The total amount payable related to this arrangement was
$5,813,000 and $5,823,000 at November 3, 2000 and October 29, 1999,
respectively. Future payments are approximately $1,776,000, $1,569,000,
$1,285,000, $852,000 and $331,000 for fiscal years 2001 through 2005,
respectively.

         Postretirement health care benefits in the approximate amount of
$340,000 and $350,000 are included in non-current liabilities at November 3,
2000 and October 29, 1999, respectively.


                                       11

<PAGE>   12

         The Company's 1999 Stock Incentive Plan ("the Plan") was approved by
the Board of Directors on January 11, 1999 and 275,000 options were granted on
April 29, 1999. Under the Plan, the maximum aggregate number of shares which may
be optioned and sold is 900,000 shares of common stock, subject to adjustment
upon changes in capitalization or merger. Generally, options granted under the
plan vest in annual installments over four years following the date of grant (as
determined by the Board of Directors) subject to the optionee's continuous
service. Options expire ten years from the date of grant with the exception of
an incentive stock option granted to an optionee who owns stock representing
more than 10% of the voting power of all classes of stock of the Company, in
which case the term of the option is five years. Options generally terminate
three months after termination of employment or one year after termination due
to permanent disability or death. Options are generally granted at a fair market
value determined by the Board of Directors subject to the following:

               (a) With respect to options granted to an employee or service
         provider who, at the time of grant owns stock representing more than
         10% of the voting power of all classes of stock of the Company; the per
         share exercise price shall be no less than 110% of the fair market
         value on the date of grant.

               (b) With respect to options granted to an employee or service
         provider other than described in the preceding paragraph, the exercise
         price shall be no less than 100% for incentive stock options and 85%
         for non-statutory stock options of the fair market value on the date of
         grant.

         As of October 29, 1999, 275,000 options were outstanding at an exercise
price of $10.00 per share. No shares were exercisable at October 31, 1999.
During fiscal year 2000, 25,000 options with a weighted average exercise price
of $10.00 were cancelled. As of November 3, 2000, 250,000 options were
outstanding at an exercise price of $10.00 per share.

         The following balances are reflected as of November 3, 2000:

<TABLE>
<CAPTION>
                 Options Outstanding                     Options Exercisable
         ---------------------------------        --------------------------------
                                  Weighted
                                   average        Weighted                Weighted
                                  remaining       average                 average
         Exercise                   life          exercise                exercise
          price          Shares    (years)         price      Shares       price
         --------       -------   ---------       --------     ------     --------
<S>                     <C>       <C>             <C>          <C>        <C>
           $10          250,000      8.5            $10        94,863       $10
</TABLE>

         The Company adopted the disclosure requirements of Statement of
Financial Accounting Standards No. 123 ("FAS 123"). As permitted by FAS 123, the
Company measures compensation cost in accordance with APB 25. Therefore, the
adoption of FAS 123 had no impact on the Company's financial condition or
results of operations. Had compensation cost for the Company's Stock Option Plan
been determined based on the fair value of the options consistent with FAS 123,
the Company's net income and earnings per share would have been reduced to the
pro forma amounts indicated below:

                                     November 3, 2000     October 29, 1999
                                     ----------------     ----------------
         Net Income
           As reported                  $8,766,469           $10,024,505
           Pro forma                    $8,505,838           $ 9,845,208
         Basic Earning Per Share
           As reported                  $      .80           $       .88
           Pro forma                    $      .78           $       .87


                                       12


<PAGE>   13

         The fair value of compensatory stock options was estimated using the
Black-Scholes option-pricing model using the following weighted average
assumptions:

                                                 October 29, 1999
                                                 ----------------
         Risk-free interest rate                     5.34%
         Expected years until exercise               6.0 years
         Expected stock volatility                   40.0%
         Expected dividends                          2.20%

         The weighted average fair value of the options granted during 1999 was
$3.79 per share.

NOTE 4 - INCOME TAXES:

         The provision for taxes on income includes the following:

                              2000             1999            1998
                             ------          -------          ------
                                         (in thousands)
         Current:
           Federal           $4,060          $ 6,034          $5,241
           State                819            1,172             964
                             ------          -------          ------
                             $4,879          $ 7,206          $6,205
                             ======          =======          ======
         Deferred:
           Federal           $  444          $  (867)         $ (735)
           State                 51             (194)           (125)
                                495           (1,061)           (860)
                             ------          -------          ------
                             $5,374          $ 6,145          $5,345
                             ======          =======          ======

         The total tax provision differs from the amount computed by applying
the statutory federal income tax rate to income before income taxes as follows:

                                               2000         1999        1998
                                              ------       ------      ------
                                                       (in thousands)

         Provision for federal income
           taxes at the applicable
           statutory rate                     $4,808       $5,498      $4,782
         Increase in provision resulting
           from:
           State income taxes, net of
             federal income tax benefit          521          596         518
           Other, net                             45           51          45
                                              ------       ------      ------
                                              $5,374       $6,145      $5,345
                                              ======       ======      ======


                                       13


<PAGE>   14

         Deferred income taxes result from differences in the bases of assets
and liabilities for tax and accounting purposes.

                                                     2000          1999
                                                   -------       -------
                                                      (in thousands)

         Receivables allowance                     $   284       $   263
         Inventory capitalization                      387           367
         Deferred compensation                         590           478
         Franchise tax                                 148           183
         Employee benefits                             903           853
         Other                                         126           (36)
                                                   -------       -------
           Current tax assets, net                 $ 2,438       $ 2,108
                                                   =======       =======

         Deferred compensation                     $ 1,649       $ 1,673
         Pension and health care benefits            3,192         3,951
         Depreciation                               (1,060)       (1,018)
                                                   -------       -------
           Non-current tax assets, net             $ 3,781       $ 4,606
                                                   =======       =======

         No valuation allowance was provided against deferred tax assets in the
accompanying statements.

NOTE 5 - LINE OF CREDIT:

         Under the terms of a revolving line of credit with Bank of America, the
Company may borrow up to $2,000,000 through April 30, 2002. At any time prior to
May 2002, the Company may convert borrowings, if any, into a three-year term
loan with principal and interest payable monthly commencing May 31, 2002. The
interest rate is at the bank's reference rate unless the Company elects an
optional interest rate. The borrowing agreement contains various covenants, the
more significant of which require the Company to maintain certain levels of
shareholders' equity and working capital. The Company was in compliance with all
provisions of the agreement during the year. There were no borrowings under this
line of credit during the year.

NOTE 6 - CONTINGENCIES AND COMMITMENTS:

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported revenues and expenses during the respective
reporting periods. Actual results could differ from those estimates.

         The Company leases certain transportation equipment under an operating
lease expiring in 2006. The terms of the lease provide for annual renewal
options and contingent rental payments based upon mileage and adjustments of
rental payments based on the Consumer Price Index. Minimum rental payments were
$320,000 in fiscal years 2000 and 1999 and $316,000 in 1998, respectively.
Contingent payments were $110,000, $102,000, and $105,000 in fiscal years 2000,
1999, and 1998, respectively. Future minimum lease payments are approximately
$340,000 in the years 2000 through 2004 and $270,000 in 2005 and $20,000 in
2006.


                                       14


<PAGE>   15

          REPORT OF INDEPENDENT ACCOUNTANTS PRICEWATERHOUSECOOPERS LLP


To the Board of Directors and Shareholders
of Bridgford Foods Corporation:

         In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of Bridgford
Foods Corporation and its subsidiaries at November 3, 2000 and October 29, 1999,
and the results of their operations and their cash flows for each of the three
years in the period ended November 3, 2000, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.


PricewaterhouseCoopers LLP

Orange County, California
December 22, 2000


                                      15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>3
<FILENAME>a68805ex21-1.txt
<DESCRIPTION>EXHIBIT 21.1
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 21.1

                           BRIDGFORD FOODS CORPORATION

                           SUBSIDIARIES OF REGISTRANT


                                                       State in which
         Name of Subsidiary                             Incorporated
         ------------------                            --------------

    Bridgford Marketing Company                          California
    Bridgford Meat Company                               California
    Bridgford Food Processing Corporation                California
    A.S.I. Corporation                                   California
    Bridgford Distributing Company of
      Delaware (inactive)                                 Delaware
    American Ham Processors, Inc.* (inactive)             Delaware
    Bert Packing Company (inactive)                       Illinois
    Moriarty Meat Company (inactive)                      Illinois

- ---------------
*  No shares have been issued.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>a68805ex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


        We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-79547) of Bridgford Foods Corporation of our
report dated December 22, 2000 relating to the financial statements, which
appears in the Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of
our report dated December 22, 2000 relating to the financial statement schedule,
which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP

Orange County, California
January 22, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>5
<FILENAME>a68805ex27-1.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SUMMARY CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF BRIDGFORD FOODS CORPORATION FOR THE FIFTY-THREE WEEKS ENDED
NOVEMBER 3, 2000. AS SET FORTH IN THIS 10-K FOR SUCH PERIOD, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-03-2000
<PERIOD-END>                               NOV-03-2000
<CASH>                                      18,300,803
<SECURITIES>                                         0
<RECEIVABLES>                               14,336,554
<ALLOWANCES>                                   694,491
<INVENTORY>                                 18,191,480
<CURRENT-ASSETS>                            53,099,779
<PP&E>                                      50,563,287
<DEPRECIATION>                              31,598,952
<TOTAL-ASSETS>                              82,680,999
<CURRENT-LIABILITIES>                       14,630,542
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                    10,672,195
<OTHER-SE>                                  45,524,132
<TOTAL-LIABILITY-AND-EQUITY>                82,680,999
<SALES>                                    156,291,805
<TOTAL-REVENUES>                           156,291,805
<CGS>                                       95,295,374
<TOTAL-COSTS>                               95,295,374
<OTHER-EXPENSES>                            46,855,962
<LOSS-PROVISION>                               324,650
<INTEREST-EXPENSE>                             348,090
<INCOME-PRETAX>                             14,140,469
<INCOME-TAX>                                 5,374,000
<INCOME-CONTINUING>                          8,766,469
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 8,766,469
<EPS-BASIC>                                       0.80
<EPS-DILUTED>                                     0.80


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
