FINE HOST CORP, S-1/A, 1997-02-24

FINE HOST CORP
S-1/A, 1997-02-24
EATING PLACES

Previous: DIGENE CORP, 8-K, 1997-02-24

Next: NORWEST ASSET SECURITIES CORP, 424B5, 1997-02-24

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1997

REGISTRATION NO. 333-21869

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------------

FINE HOST CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 5812 06-1156070
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

------------------------------

3 GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06831
(203) 629-4320
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------

ELLEN KEATS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
FINE HOST CORPORATION
3 GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06831
(203) 629-4320
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

COPIES TO:

STEVEN J. GARTNER, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering: / / ______________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / / ______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1)
<S> <C> <C> <C>
Common Stock, $.01 par value.............. 248,900 $27.13 $6,752,657

<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, $.01 par value.............. $2,047(2)
</TABLE>

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based on the average of the high and low sales prices of the
Common Stock quoted on the Nasdaq National Market on February 20, 1997.

(2) A fee in the amount of $408 is paid herewith and a fee in the amount of
$1,639 was previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROPSECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICIATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION, FEBRUARY 24, 1997

[LOGO]
FINE HOST CORPORATION
COMMON STOCK

UP TO 248,900 PRESENTLY OUTSTANDING SHARES (THE "SHARES") OF COMMON STOCK,
PAR VALUE $.01 PER SHARE (THE "COMMON STOCK") OF FINE HOST CORPORATION, A
DELAWARE CORPORATION (THE "COMPANY"), MAY BE OFFERED FOR SALE FROM TIME TO TIME
BY CERTAIN STOCKHOLDERS OF THE COMPANY (THE "SELLING STOCKHOLDERS"). SEE
"PRINCIPAL AND SELLING STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE
PROCEEDS FROM THE SALE OF SHARES BY THE SELLING STOCKHOLDERS.

THE SHARES COVERED BY THIS PROSPECTUS MAY BE SOLD BY THE SELLING
STOCKHOLDERS OR BY PLEDGEES, DONEES, TRANSFEREES OR OTHER SUCCESSORS IN
INTEREST. SALES OF SHARES BY THE SELLING STOCKHOLDERS MAY BE EFFECTED FROM TIME
TO TIME IN ONE OR MORE TRANSACTIONS, INCLUDING BLOCK TRADES, IN NEGOTIATED
TRANSACTIONS OR IN A COMBINATION OF ANY SUCH METHODS OF SALE. THE SELLING PRICE
OF THE SHARES MAY BE AT THE MARKET PRICE PREVAILING AT THE TIME OF THE SALE, AT
A PRICE RELATED TO SUCH PREVAILING MARKET PRICE OR AT A NEGOTIATED PRICE. EACH
OF THE SELLING STOCKHOLDERS MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SEE
"PLAN OF DISTRIBUTION."

THE COMPANY'S COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "FINE." ON FEBRUARY 21, 1997, THE LAST REPORTED SALE PRICE OF THE COMMON
STOCK ON THE NASDAQ NATIONAL MARKET WAS $26.75 PER SHARE. SEE "PRICE RANGE OF
COMMON STOCK."

SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

FEBRUARY , 1997
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES
THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT INDICATES OR
REQUIRES OTHERWISE, REFERENCES IN THIS PROSPECTUS TO THE "COMPANY" OR "FINE
HOST" ARE TO FINE HOST CORPORATION AND ITS SUBSIDIARIES.

THE COMPANY

Fine Host Corporation is a leading contract food service management company,
providing food and beverage concession, catering and other ancillary services at
more than 400 facilities located in 38 states, primarily through multi-year
contracts. Fine Host targets four distinct markets within the contract food
service industry: the recreation and leisure market (arenas, stadiums,
amphitheaters, civic centers and other recreational facilities); the convention
center market; the education market (colleges, universities and elementary and
secondary schools); and the corporate dining market (corporate cafeterias,
office complexes and manufacturing plants). The Company is the exclusive
provider of food and beverage services at substantially all of the facilities it
serves.

The Company estimates that the United States contract food service industry
had annual revenues of approximately $96 billion in 1995, of which approximately
$60 billion was in markets in which the Company presently competes. In this
industry, the facility owner, rather than the food service provider, is
primarily responsible for attracting patrons. As a result, the Company does not
incur the expense of marketing to the broader public and is able to focus on
operations, client satisfaction, account retention and new account development.

Fine Host was founded as a start-up company in 1985 by experienced contract
food service industry executives and has grown to a business with net sales of
$95.5 million in fiscal 1995 and $87.2 million for the nine months ended
September 25, 1996. Throughout its history, the Company has focused its efforts
exclusively on the contract food service industry, unlike most of its national
competitors. The Company achieved early success in the industry by focusing on
facilities generating $1 million to $4 million in annual food and beverage
sales. The Company believes that these "middle-market" facilities generally
provide greater profit margins and require less capital investment than larger
facilities. Middle-market facilities serviced by the Company include the
Albuquerque Convention Center in Albuquerque, New Mexico; the Lawrence
Convention Center in Pittsburgh, Pennsylvania; the Pyramid Arena in Memphis,
Tennessee; and Xavier University in New Orleans, Louisiana. This middle-market
focus has been supplemented by several contracts at larger facilities such as
Pro Player Stadium (home of the Miami Dolphins and the Florida Marlins and the
site of two Super Bowls), the Orange County Convention Center in Orlando,
Florida (one of the largest convention centers in the world) and Boise State
University in Boise, Idaho. Servicing these larger facilities gives the Company
high visibility in the industry and strengthens its credibility when bidding on
new contracts or pursuing acquisitions.

Fine Host has developed and implemented various operating strategies and
systems, including labor and product cost management, quality control programs,
facility-design and customized menu design capabilities and extensive on-site
marketing support. The Company believes that these operating techniques have led
to significant increases in sales at many of the facilities it serves. The
Company's operating strategies and systems are implemented by localized
management teams that are given the freedom and authority to make operational
decisions. The Company emphasizes flexibility and responsiveness in consistently
providing high quality and client satisfaction while tightly controlling labor
and overhead costs at the local level. As the Company has grown, it has been
able to achieve economies of scale and develop a strong corporate image and
national reputation.

The Company has increased its net sales and profits by renewing existing
contracts, by successfully bidding on new targeted accounts and by making
acquisitions. The Company believes that its strong operating performance and
focus on client satisfaction have enabled it to retain and renew contracts. Fine

2
<PAGE>
Host has retained the food and beverage business at each of the 24 public
convention centers at which it has been awarded a contract without the loss of
any such contract, and has renewed each of the 13 convention center contracts
that have come up for renewal. The Company believes its ability to obtain new
contracts is enhanced by the experience of its management team, its geographic
diversity and market penetration, its expansion into the education and corporate
dining markets and its establishment of an international presence. From April
1993 through January 1997, the Company completed nine acquisitions of companies
in the contract food service industry, which have accounted for a significant
part of the Company's growth. Fine Host believes there are other opportunities
to expand its business through acquisition, particularly in the education and
corporate dining markets, as well as in markets where the Company does not
primarily operate, such as hospitals, healthcare facilities and correctional
facilities. The Company believes that it can integrate acquired companies
successfully without a significant increase in general and administrative
expenses. See "Risk Factors--Risk of Inability to Operate or Integrate Acquired
Businesses; Expenses Associated with Acquisition Strategy" and "Business--Growth
Opportunities."

Fine Host's growth has accelerated since its initial public offering on June
25, 1996 (the "Initial Public Offering") with the successful completion of five
strategic acquisitions. These acquisitions significantly increase the Company's
presence in the education and corporate dining markets in the northeastern and
mid-Atlantic regions of the United States. Four of these acquisitions, Ideal
Management Services, Inc. ("Ideal"), Republic Management Corp. of Massachusetts
("Republic"), Service Dynamics Corp. ("Service Dynamics") and Serv-Rite
Corporation ("Serv-Rite"), increase the Company's presence in the school
nutrition (grades K-12) ("School Nutrition") market, a market estimated by the
U.S. government to be approximately $10 billion in 1995. The Company believes
that all of these companies have experienced management teams and strong
operating results at their facilities, yet can benefit from the Company's size
and operating infrastructure. The following table provides selected information
regarding each acquisition:

<TABLE>
<CAPTION>
COMPANY DATE ACQUIRED PRIMARY MARKET(S) REGION REVENUES*
- ------------------------ ----------------- --------------------------- -------------- ----------- PURCHASE
PRICE
-----------
(IN
MILLIONS)
<S> <C> <C> <C> <C> <C>
Ideal July 1996 School Nutrition NY $ 7.7 $ 3.6

PCS November 1996 Corporate Dining Eastern U.S. 15.7 6.0

Republic December 1996 School Nutrition and MA, RI, CT 14.6 8.6
Corporate Dining
Service Dynamics December 1996 School Nutrition and NY, NJ, CT 11.0 3.0
Corporate Dining
Serv-Rite January 1997 Education and NY, PA 34.2 7.5
Corporate Dining
</TABLE>

- -------------
* For last completed fiscal year of the acquired company for which financial
statements are available.

On February 12, 1997, the Company completed a follow-on offering (the
"Follow-On Offering") of 2,875,000 shares of Common Stock, consisting of
2,689,000 shares sold by the Company and 186,000 shares sold by certain selling
stockholders, resulting in net proceeds to the Company of approximately $59.1
million.

RECENT DEVELOPMENTS

For the three months ended December 25, 1996, the Company's net sales
increased 59% to $40.7 million from $25.6 million for the three months ended
December 27, 1995. Income from operations rose 71% to $3.4 million from $2.0
million for the comparable period in the previous year. For the three months
ended December 25, 1996, net income more than doubled to $1,895,000, or $0.30
per share, compared to net income of $869,000, or $0.24 per share, before the
effect of warrant accretion, for the same period in 1995.

3
<PAGE>

For the fiscal year ended December 25, 1996, the Company's net sales
increased 34% to $127.9 million from the $95.5 million reported for the fiscal
year ended December 27, 1995. Income from operations rose 41% to $8.8 million
from $6.3 million in the previous year. For the 1996 fiscal year, net income
before warrant accretion increased 73% to $3,804,000, or $0.76 per share, based
upon a 50% increase in weighted average shares outstanding resulting from the
Company's initial public offering in June 1996. This compares with net income of
$2,196,000, or $0.66 per share for the 1995 fiscal year before giving effect to
accretion for warrants which the Company redeemed in July 1996.

As a result of the Company's consolidated net income before income taxes
exceeding $5.9 million for the fiscal year ended December 25, 1996, warrants to
acquire an aggregate of 133,756 shares of Common Stock at an exercise price of
$.01 per share were canceled pursuant to their terms. See "Description of
Capital Stock-- Warrants and Convertible Notes."

--------------------------

The Company was incorporated in Delaware in November 1985 and its principal
executive offices are located at 3 Greenwich Office Park, Greenwich, Connecticut
06831. Its telephone number is (203) 629-4320.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholders... 248,900 shares
Common Stock outstanding........................... 8,955,766 shares(1)
Nasdaq National Market symbol...................... FINE
</TABLE>

- ------------------------

(1) Based on shares outstanding as of February 12, 1997. Does not include
470,444 shares of Common Stock issuable upon the exercise of outstanding
stock options and 85,500 shares of Common Stock issuable upon conversion of
outstanding convertible notes at such date. An aggregate of 111,334
additional shares of Common Stock has been reserved for future grants under
the Company's stock plans. See "Management--Compensation Pursuant to Plans"
and "Description of Capital Stock-- Warrants and Convertible Notes."

4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS (1) ----------------------------
----------------------------------------------------- SEPTEMBER 27, SEPTEMBER 25,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AND CONTRACT DATA)

STATEMENT OF INCOME DATA:

Net sales...................................... $ 35,471 $ 39,429 $ 61,212 $ 82,119 $ 95,462 $ 69,859 $ 87,236

Gross profit................................... 3,176 4,031 5,396 8,286 9,886 7,140 9,450

Income from operations......................... 795 949 2,747 4,880 6,260 4,257 5,406

Net income..................................... $ 215 $ 340 $ 1,084 $ 1,866 $ 2,196 $ 1,327 $ 1,908

Net income per share assuming full dilution
(2).......................................... $ 0.10 $ 0.17 $ 0.28 $ 0.49 $ 0.39 $ 0.32 $ 0.13

Average number of shares of Common Stock
outstanding assuming full dilution........... 2,048 2,048 3,087 3,287 3,330 3,278 4,525

SELECTED OPERATING DATA:

EBITDA (3)..................................... $ 1,932 $ 2,154 $ 4,631 $ 7,563 $ 10,416 $ 6,946 $ 8,685

Net cash provided by (used in) operating
activities................................... 1,099 1,676 3,765 2,570 2,971 3,178 (3,046)

Net cash used in investing activities.......... (2,371) (2,295) (7,669) (9,046) (8,124) (7,087) (13,204)

Net cash provided by financing activities...... 1,852 463 2,737 7,632 4,255 4,834 19,487

Total contracts (at end of period) (4)......... 21 28 42 81 95 93 194
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 25, 1996
-----------------------------------------
PRO FORMA
ACTUAL PRO FORMA (5) AS ADJUSTED (5)
--------- ------------- ---------------
(IN THOUSANDS)

<S> <C> <C> <C>
BALANCE SHEET DATA:

Total debt.............................................................. $ 19,376 $ 54,970 $ 5,970

Stockholders' equity.................................................... 44,876 44,876 104,234
</TABLE>

- ----------------------------------

(1) The Company's fiscal year ends on the last Wednesday of December. The 1992
fiscal year was a 53-week period.

(2) Net income per share assuming full dilution is calculated based upon net
income less accretion to the redemption value of warrants issued in fiscal
1993. Accretion to redemption value of warrants was $230 ($0.07 per share),
$250 ($0.08 per share) and $900 ($0.27 per share) for fiscal 1993, 1994 and
1995, respectively, and $286 ($0.09 per share) and $1,300 ($0.29 per share)
for the nine months ended September 27, 1995 and September 25, 1996,
respectively.

(3) Represents earnings before interest expense, income tax expense and
depreciation and amortization ("EBITDA"). EBITDA is not a measurement in
accordance with generally accepted accounting principles ("GAAP") and should
not be considered an alternative to, or more meaningful than, income from
operations, net income or cash flows as defined by GAAP or as a measure of
the Company's profitability or liquidity. The Company has included
information concerning EBITDA herein because management believes EBITDA
provides useful information regarding the cash flow of the Company and its
ability to service debt.

(4) Represents total contracts other than contracts for one-time or special
events.

(5) Pro forma reflects senior indebtedness as of the close of the Follow-On
Offering of approximately $49.0 million. Pro forma as adjusted gives effect
to the sale by the Company of the 2,689,000 shares of Common Stock offered
by it in the Follow-On Offering at the offering price of $23.50 and the
application of the net proceeds of the Follow-On Offering to repay
approximately $49.0 million of such senior indebtedness.

5
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN
INVESTMENT IN THE COMPANY AND ITS BUSINESS BEFORE PURCHASING ANY SHARES OF
COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS
WHICH INVOLVE RISKS AND UNCERTAINTIES RELATING TO FUTURE EVENTS. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT THE COMPANY'S ACTUAL EVENTS OR RESULTS MAY DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS
THAT MIGHT CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY
SUCH FORWARD-LOOKING STATEMENTS INCLUDE THE MATTERS SET FORTH BELOW.

RISK OF INABILITY TO OPERATE OR INTEGRATE ACQUIRED BUSINESSES; EXPENSES
ASSOCIATED WITH ACQUISITION STRATEGY

A significant portion of the Company's growth to date has been achieved
through acquisitions. From April 1993 through January 1997, the Company acquired
nine companies, including five since the closing of the Initial Public Offering.
A key component of the Company's strategy is to continue to pursue acquisitions.
There can be no assurance, however, that the Company will be able to identify,
negotiate and consummate acquisitions or that acquired businesses can be
operated profitably or integrated successfully into the Company's operations. In
addition, acquisitions by the Company are subject to various risks generally
associated with the acquisition of businesses, including the financial impact of
expenses associated with the integration of acquired businesses. There can be no
assurance that the Company's historic or future acquisitions will not have an
adverse impact on the Company's business, financial condition or results of
operations. If suitable opportunities arise, the Company anticipates that it
would finance future acquisitions through available cash, bank lines of credit
or through additional debt or equity financing. There can be no assurance that
such debt or equity financing would be available to the Company on acceptable
terms when, and if, suitable strategic opportunities arise. If the Company were
to consummate one or more significant acquisitions in which part or all of the
consideration consisted of equity, stockholders of the Company could suffer a
significant dilution of their interests in the Company. In addition, many of the
acquisitions the Company is likely to pursue, if accounted for as a purchase,
would result in substantial amortization charges to the Company. See
"Business--Growth Opportunities."

ADVERSE EFFECTS OF AN INABILITY TO RETAIN EXISTING CONTRACTS AND OBTAIN NEW
CONTRACTS

The Company's success will depend on its ability to retain and renew
existing client contracts and to obtain and successfully negotiate new client
contracts. Most of the Company's corporate dining contracts are terminable after
a short notice period. The Company's remaining contracts generally have a fixed
term and in any fiscal year a number of these contracts either expire or come up
for renewal. There can be no assurance that the Company will be able to retain
and renew existing client contracts or obtain new contracts or that such
contracts will be profitable. The Company's failure to retain and renew existing
contracts or obtain new contracts could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Growth Opportunities."

ADVERSE EFFECTS OF AN INABILITY TO MANAGE GROWTH

Fine Host has experienced rapid growth and expansion, which has resulted in
an increase in the level of responsibility for existing management personnel.
Future growth and expansion could place a significant strain on its personnel
and resources. The Company seeks to manage its current and anticipated growth
through the recruitment of additional management personnel and the
implementation of internal systems and controls. The failure to manage growth
effectively could have a material adverse effect on the Company's business,
financial condition and results of operations. To the extent the Company
continues to expand internationally, the Company will be subject to additional
risks of doing business abroad, including fluctuations in currency exchange
rates, difficulties in obtaining licenses and sourcing products and labor, and
economic and political uncertainties. See "Business--Growth Opportunities."

6
<PAGE>
DEPENDENCE ON CLIENTS; INVESTMENT IN CLIENT CONTRACTS AND ADVANCES TO CLIENTS

The Company depends on municipalities, corporations, educational
institutions and facility owners to attract and retain tenants and users of
their facilities and to operate their facilities on a sound financial and
business basis. The failure of these parties to attract and retain tenants and
users of their facilities could have a material adverse effect on the Company's
business, financial condition and results of operations. In connection with
certain contracts, the Company is required to make an investment in the client's
facilities or make advances to its clients. While these contracts typically
require the client to repay any advance and to reimburse the Company for any
unamortized invested capital in the event the contract terminates or expires,
there can be no assurance that the client will repay such advance or reimburse
the Company for any unamortized invested capital. See "Business--Contracts."

SIGNIFICANT VARIABILITY OF QUARTERLY RESULTS

The Company's revenues and operating results have varied, and are expected
to continue to vary, significantly from quarter to quarter as a result of
seasonal patterns, the unpredictability in the number, timing and type of new
contracts and acquisitions, the timing of contract expirations and special
one-time events at facilities served by the Company. The Company's business is
seasonal in nature, with many recreation and leisure facilities experiencing
slack periods in March, April and May and convention centers generally hosting a
lower number of conventions from May through September. In addition, many
education dining facilities are closed during the summer months. Results of
operations for any particular quarter may not be indicative of results of
operations for future periods. There can be no assurance that future seasonal
and quarterly fluctuations will not have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results of Operations."

DEPENDENCE ON KEY PERSONNEL

The Company's future success depends to a significant extent on the efforts
and abilities of its executive officers. The loss of the services of certain of
these individuals could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company believes
that its future success also will depend significantly upon its ability to
attract, motivate and retain additional highly skilled managerial personnel.
Competition for such personnel is intense, and there can be no assurance that
the Company will be successful in attracting, assimilating and retaining the
personnel it requires to grow and operate profitably. See "Business--Employees"
and "Management--Executive Officers and Directors."

CONSTRAINTS AND EXPENSES ASSOCIATED WITH AN UNAVAILABILITY OF LABOR

From time to time, the Company must hire a large number of qualified,
temporary workers to provide food service at a particular event or events. The
Company may encounter difficulty in hiring sufficient numbers of qualified,
temporary workers to staff these events, which could result in lower sales at
these events, constraints to growth and significant expense or otherwise could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Business--Growth Opportunities."

ADVERSE EFFECTS OF COMPETITION

The Company encounters significant competition in each area of the contract
food service market in which it operates. Certain of the Company's competitors
compete with the Company on both a national and international basis and have
significantly greater financial and other resources than the Company.
Competition may result in price reductions, decreased gross margins and loss of
market share. In addition, existing or potential clients may elect to "self
operate" their food service, eliminating the opportunity for

7
<PAGE>
the Company to compete for the account. There can be no assurance that the
Company will be able to compete successfully in the future or that competition
will not have a material adverse effect on the Company's business, financial
condition or results of operations. See "Business--Competition."

GOVERNMENT REGULATION

The Company's business is subject to various governmental regulations
incidental to its operations, such as environmental, employment and health and
safety regulations. The Company also holds liquor licenses at many facilities at
which it provides services, and is subject to the liquor license requirements of
the states in which it holds liquor licenses, including "dram-shop" statutes.
"Dram-shop" statutes generally provide a person injured by an intoxicated person
the right to recover damages from an establishment that wrongfully served
alcoholic beverages to the intoxicated person. While the Company maintains
insurance for such liability, there can be no assurance that such insurance will
be adequate to cover any potential liability or that such insurance will
continue to be available on commercially acceptable terms. The loss of one or
more liquor licenses could have a material adverse effect on the Company's
business, financial condition or results of operations. There can be no
assurance that additional federal or state regulation would not limit the
activities of the Company in the future or significantly increase the cost of
regulatory compliance. See "Business--Government Regulation."

RISKS ASSOCIATED WITH GENERAL ECONOMIC CONDITIONS

Although most of the Company's contracts provide for minimum annual price
increases for products and services provided by the Company, the Company could
be adversely impacted during inflationary periods if the rate of contractual
increases are lower than the inflation rate. In addition, a significant
recession could cause users of, and persons attending events held at, facilities
at which the Company operates to cancel, reduce or postpone their use of the
facilities or cause patrons to reduce their spending on food and beverages while
at such facilities.

CONCENTRATION OF STOCK OWNERSHIP

As of February 12, 1997, the officers and directors of the Company
beneficially own approximately 14.8% of the outstanding shares of Common Stock.
See "Principal and Selling Stockholders." Because of such share ownership, these
stockholders, acting in concert, may continue to be able to exercise significant
influence over the election of members of the Company's Board of Directors and
other corporate actions requiring stockholder approval.

SHARES ELIGIBLE FOR FUTURE SALE; POTENTIAL FOR ADVERSE EFFECT ON STOCK PRICE;
REGISTRATION RIGHTS

Sales of a substantial number of shares of Common Stock in the public market
or the prospect of such sales could adversely affect prevailing market prices
for the Common Stock. Of the 8,955,766 shares of Common Stock outstanding, the
Company estimates that approximately 7,818,266 shares, including the 248,900
shares of Common Stock to which this Offering relates, will be freely tradable
without restriction under the Securities Act. Certain of the Selling
Stockholders, representing 223,000 of the 248,900 Shares offered by this
Prospectus, have agreed, however, to sell their Shares subject to the volume
limitations of Rule 144. All of the remaining 1,137,500 outstanding shares of
Common Stock (as well as 223,000 of the Shares offered by this Prospectus) are
subject to lock-up agreements under which the holders of such shares have agreed
not to sell or otherwise dispose of any of their shares prior to May 7, 1997 (90
days after the date of the Prospectus relating to the Follow-On Offering)
without the prior written consent of Montgomery Securities, as Representative of
the Underwriters in the Follow-On Offering. In its sole discretion and at any
time without notice, Montgomery Securities may release all or any portion of the
shares subject to the lock-up agreements (including the Shares). Upon the
expiration or release of the lock-up agreements, these shares will become
eligible for sale in the public market, subject to the provisions of Rule 144
under the Securities Act. As of February 12, 1997, there were outstanding
options to

8
<PAGE>

purchase a total of 470,444 shares of Common Stock. See
"Management--Compensation Pursuant to Plans." The Company has granted certain
stockholders registration rights with respect to 1,085,500 shares of Common
Stock (including shares issuable upon the exercise of convertible notes). See
"Description of Common Stock--Registration Rights." The sale of such shares
could have a material adverse effect on the Company's ability to raise capital
in the public markets. See "Shares Eligible for Future Sale."

ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BY-LAW PROVISIONS

The Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate"), provides for a classified Board of Directors and
authorizes the issuance of Preferred Stock without stockholder approval and upon
such terms as the Board of Directors may determine. These provisions could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring or making a proposal to acquire, a
majority of the outstanding stock of the Company and could adversely affect the
prevailing market price of the Common Stock. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of
holders of Preferred Stock that may be issued in the future. The Company has no
present plans to issue any shares of Preferred Stock. See "Description of
Capital Stock--Preferred Stock."

LIMITED PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

The Common Stock has traded on the Nasdaq National Market since June 1996
and has a limited public market history. There can be no assurance that future
market prices for the shares will equal or exceed the price to public set forth
on the cover page of this Prospectus. The price at which the Common Stock will
trade will depend upon a number of factors, including, but not limited to, the
Company's historical and anticipated operating results and general market and
economic conditions, some of which factors are beyond the Company's control.
Factors such as quarterly fluctuations in the Company's financial and operating
results, announcements by the Company or others and developments affecting the
Company, its clients or the industry generally, could also cause the market
price of the Common Stock to fluctuate substantially. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations.
These broad market fluctuations may adversely affect the market price of the
Common Stock.

9
<PAGE>
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Shares by the
Selling Stockholders.

PRICE RANGE OF COMMON STOCK

The Common Stock has been quoted on the Nasdaq National Market under the
symbol "FINE" since the Initial Public Offering on June 19, 1996.

The following table sets forth the high and low sale prices of the Common
Stock on the Nasdaq National Market for the periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Fiscal Year Ended December 25, 1996:

Second Quarter (beginning June 19, 1996)................................ $12.25 $10.75
Third Quarter........................................................... 16.25 10.50
Fourth Quarter.......................................................... 19.25 14.00

Fiscal Year Ending December 31, 1997:

First Quarter (through February 21, 1997)............................... $27.50 $18.38
</TABLE>

On February 21, 1997, the last reported sale price for the Common Stock as
reported by Nasdaq was $26.75 per share. As of February 21, 1997, there were
approximately 40 holders of record of the Common Stock.

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock and presently
does not intend to declare any cash dividends on the Common Stock in the
foreseeable future. It is the current policy of the Company's Board of Directors
to retain earnings to finance the operations and expansion of the Company's
business. In addition, certain of the Company's financing agreements restrict
the Company's ability to pay dividends to its stockholders and it is anticipated
that future financing agreements will have similar restrictions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

10
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of
September 25, 1996: (1) on an actual basis; and (2) on an as adjusted basis to
give effect to the sale by the Company of the 2,689,000 shares of Common Stock
offered by it in the Follow-On Offering at the offering price of $23.50, the
application of the net proceeds of the Offering to repay $49.0 million of senior
indebtedness and the number of shares outstanding as of the close of the
Follow-On Offering. This table should be read in conjunction with the
consolidated financial statements of the Company and notes thereto appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 25, 1996
-----------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term obligations:
Current portion of long-term debt...................................................... $ 598 $ --
Current portion of subordinated debt................................................... 1,532 1,532
---------- -----------
Total.............................................................................. $ 2,130 $ 1,532
---------- -----------
---------- -----------
Long-term obligations:
Long-term debt......................................................................... $ 12,808 $ --
Subordinated debt...................................................................... 4,438 4,438
---------- -----------
Total.............................................................................. 17,246 4,438

Stockholders' equity:
Preferred Stock, $.01 par value, 1,000,000 shares authorized; none issued and
outstanding.......................................................................... --
Common Stock, $.01 par value, 25,000,000 shares authorized; 6,212,016 issued and
outstanding actual and 8,955,766 issued and outstanding as adjusted (1).............. 62 89
Additional paid-in capital............................................................. 41,778 101,059
Retained earnings...................................................................... 3,225 3,225
Receivables from stockholders for purchase of Common Stock............................. (189) (139)
---------- -----------
Total stockholders' equity......................................................... 44,876 104,234
---------- -----------
Total capitalization............................................................. $ 62,122 $ 108,672
---------- -----------
---------- -----------
</TABLE>

- ------------------------

(1) Does not include 470,444 shares of Common Stock issuable upon the exercise
of outstanding stock options and 85,500 shares of Common Stock issuable upon
conversion of outstanding convertible notes. An aggregate of 111,334
additional shares of Common Stock has been reserved for future grants under
the Company's stock plans. See "Management--Compensation Pursuant to Plans"
and "Description of Capital Stock--Warrants and Convertible Notes."

11
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of the Company as of
December 28, 1994 and December 27, 1995 and for each of the three years in the
period ended December 27, 1995 were derived from the consolidated financial
statements of the Company and the notes thereto, included elsewhere in this
Prospectus, which have been audited by Deloitte & Touche LLP, independent
auditors. The following selected consolidated financial data of the Company as
of September 27, 1995 and September 25, 1996 and for each of the nine-month
periods then ended were derived from the unaudited consolidated financial
statements of the Company and the notes thereto, included elsewhere in this
Prospectus. The following selected consolidated financial data of the Company
should be read in conjunction with the consolidated financial statements of the
Company and the notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
FISCAL YEARS (1) NINE MONTHS ENDED
----------------------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SEPTEMBER 27, SEPTEMBER 25,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ------------- -------------

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AND CONTRACT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales.................................... $ 35,471 $ 39,429 $ 61,212 $ 82,119 $ 95,462 $ 69,859 $ 87,236
Cost of sales................................ 32,295 35,398 55,816 73,833 85,576 62,719 77,786
--------- --------- --------- --------- --------- ------------- -------------
Gross profit................................. 3,176 4,031 5,396 8,286 9,886 7,140 9,450
General and administrative expenses.......... 2,381 3,082 2,649 3,406 3,626 2,883 4,044
--------- --------- --------- --------- --------- ------------- -------------
Income from operations....................... 795 949 2,747 4,880 6,260 4,257 5,406
Interest expense, net........................ 442 393 834 1,629 2,479 1,971 2,018
--------- --------- --------- --------- --------- ------------- -------------
Income before tax provision and extraordinary
item....................................... 353 556 1,913 3,251 3,781 2,286 3,388
Tax provision................................ 138 216 829 1,385 1,585 959 1,480
--------- --------- --------- --------- --------- ------------- -------------
Income before extraordinary item............. 215 340 1,084 1,866 2,196 1,327 1,908
Extraordinary item........................... -- -- 112 -- -- -- --
--------- --------- --------- --------- --------- ------------- -------------
Net income................................... 215 340 972 1,866 2,196 1,327 1,908
Accretion to redemption value of warrants.... -- -- (230) (250) (900) (286) (1,300)
--------- --------- --------- --------- --------- ------------- -------------
Net income available to Common Stockholders.. $ 215 $ 340 $ 742 $ 1,616 $ 1,296 $ 1,041 $ 608
--------- --------- --------- --------- --------- ------------- -------------
--------- --------- --------- --------- --------- ------------- -------------
Net income per share assuming full
dilution(2)................................ $ 0.10 $ 0.17 $ 0.24 $ 0.49 $ 0.39 $ 0.32 $ 0.13
--------- --------- --------- --------- --------- ------------- -------------
--------- --------- --------- --------- --------- ------------- -------------
Average number of shares of Common Stock
outstanding assuming full dilution......... 2,048 2,048 3,087 3,287 3,330 3,278 4,525
--------- --------- --------- --------- --------- ------------- -------------
--------- --------- --------- --------- --------- ------------- -------------
Supplemental pro forma net income per share
assuming full dilution(3).................. $ 0.38 $ 0.17
--------- -------------
--------- -------------

SELECTED OPERATING DATA:
EBITDA(4).................................... $ 1,932 $ 2,154 $ 4,631 $ 7,563 $10,416 $ 6,946 $ 8,685
Net cash provided by (used in) operating
activities................................. 1,099 1,676 3,765 2,570 2,971 3,178 (3,046 )
Net cash used in investing activities........ (2,371) (2,295) (7,669) (9,046) (8,124) (7,087 ) (13,204 )
Net cash provided by financing activities.... 1,852 463 2,737 7,632 4,255 4,834 19,487
Total contracts (at end of period)(5)........ 21 28 42 81 95 93 194

BALANCE SHEET DATA (AT END OF PERIOD):
Working capital (deficit).................... $ 1,772 $ 843 $ (33) $(4,056) $(4,499) $ (3,101 ) $ 3,357
Total assets................................. 17,868 19,938 29,174 53,153 60,581 62,046 91,936
Total debt................................... 10,296 10,759 13,358 25,518 28,931 29,884 19,376
Stockholders' equity......................... 2,618 2,726 6,970 8,586 11,382 11,662 44,876
</TABLE>

(FOOTNOTES APPEAR ON THE FOLLOWING PAGE)

12
<PAGE>
- ------------------------------

(1) The Company's fiscal year ends on the last Wednesday of December. The 1992
fiscal year was a 53-week period.

(3) Supplemental pro forma net income per share assuming full dilution is
calculated based upon (i) net income adjusted for the reduction in interest
expense resulting from the application of the net proceeds of the Offering
to reduce indebtedness of the Company and for the accretion to the
redemption value of warrants issued in fiscal 1993 and (ii) the average
number of shares of Common Stock outstanding assuming full dilution, as
adjusted to reflect the sale by the Company of a number of shares in the
Offering resulting in net proceeds sufficient to pay such indebtedness. See
"Use of Proceeds."

(4) Represents earnings before interest expense, income tax expense and
depreciation and amortization. EBITDA is not a measurement in accordance
with GAAP and should not be considered an alternative to, or more meaningful
than, income from operations, net income or cash flows as defined by GAAP or
as a measure of the Company's profitability or liquidity. The Company has
included information concerning EBITDA herein because management believes
EBITDA provides useful information regarding the cash flow of the Company
and its ability to service debt.

(5) Represents total contracts other than contracts for one-time or special
events.

13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company was formed in 1985 and has grown to become a leading provider of
food and beverage concession, catering and other ancillary services to more than
400 facilities in 38 states. The Company targets four distinct markets within
the contract food service industry: the recreation and leisure market
("Recreation and Leisure") serving arenas, stadiums, amphitheaters, civic
centers and other recreational facilities; the convention center market
("Convention Centers"); the education and school nutrition markets
("Education"), serving colleges, universities and, since 1996, elementary and
secondary schools; and the corporate dining market ("Corporate Dining") serving
corporate cafeterias, office complexes and manufacturing plants.

A significant portion of the Company's growth to date has been derived from
acquisitions. From April 1993 through January 1997, the Company acquired nine
companies. In April 1993, the Company acquired Fanfare, Inc., which primarily
serves Recreation and Leisure facilities. In September 1994, the Company
acquired Creative Food Management, Inc., which serves the Education, Corporate
Dining and Recreation and Leisure markets. In July 1995, the Company acquired
Northwest Food Service, Inc., which serves the Education and Corporate Dining
markets. The Company acquired Sun West Services, Inc. ("Sun West") in March
1996, Ideal in July 1996, HCS Management Corp. (now known as PCS Holding Corp.)
("PCS") in November 1996, Republic in December 1996 and Service Dynamics in
December 1996, for an aggregate of approximately $25 million. In January 1997,
the Company acquired Serv-Rite, which serves the Education and Corporate Dining
markets, for a purchase price of approximately $7.5 million.

Sun West provides services to elementary and secondary schools, as well as
jails and other institutions, primarily in the southwestern U.S. Ideal provides
services to elementary and secondary schools in New York. PCS provides
non-patient contract food and other services to hospitals and corporations in
the eastern U.S. Republic provides services to the college, corporate dining and
vending markets in Massachusetts, Rhode Island and Connecticut. Service Dynamics
provides services to elementary and secondary schools and corporate dining
markets in New York, New Jersey and Connecticut. Serv-Rite provides contract
food services to the Education, Corporate Dining and vending markets in New York
and Pennsylvania.

The Company generally enters into one of three types of contracts for its
food services: profit and loss contracts ("P&Ls"), profit sharing contracts and
management fee contracts. Under P&L contracts, all food and beverage sales are
recorded in net sales. P&Ls require the Company to bear all the expenses of the
operation, including rent paid to the client (usually calculated as a fixed
percentage of various categories of sales). While Fine Host often benefits from
greater upside potential with a P&L contract, it is responsible for the costs of
running the food-service operation and consequently bears greater risk than with
a management fee or profit sharing contract. Under profit sharing contracts, the
Company receives a percentage of profits earned at the facility plus a fixed fee
or percentage of sales as an administrative fee. Under this type of contract,
all food and beverage sales generated at a location are recorded in net sales.
Management fee contracts provide for a fixed fee. Fine Host is also reimbursed
for all of its on-site expenses incurred in providing food and beverage services
under management fee contracts. Certain of the Company's management fee
contracts provide for an additional incentive fee based on a percentage of sales
over a base threshold level. In the case of a management fee contract, the
Company records only the fixed and incentive fee, if any, as net sales. Under
profit sharing and management fee contracts, Fine Host does not bear
responsibility for losses incurred, if any.

The length of contracts varies depending on the type of facility, type of
contract and financial investment. Contracts for Recreation and Leisure
facilities typically include the largest capital investment by the Company and
generally have a term of three to ten years. Contracts for Convention Centers
generally have a term of three to five years. Education contracts generally have
a term of one to five years.

14
<PAGE>
Corporate Dining contracts, which generally require the smallest capital
investment by the Company, typically have a shorter term than those in the
Recreation and Leisure, Convention Center and Education areas, and generally
contain a provision allowing either party to terminate for convenience after a
short notice period, typically ranging from 30 to 90 days. Most of the Company's
Corporate Dining contracts are terminable after a short notice period. The
Company's remaining contracts generally have a fixed term and in any fiscal year
a number of these contracts either expire or come up for renewal.

Cost of sales for P&L and profit sharing contracts includes wages and
benefits for on-site employees, all on-site costs for food and beverages, rent
paid to clients, other operating expenses and depreciation and amortization of
both contract rights and excess of cost over fair value of net assets acquired.
Cost of sales for management fee contracts includes only the amortization of
invested capital.

General and administrative expenses include all costs associated with the
region managers, the accounting processing centers and the corporate office in
Greenwich, Connecticut. The corporate office includes senior management, sales
and marketing and administrative functions such as purchasing, legal, human
resources, management information systems and training.

The Company capitalizes certain directly attributable costs, primarily
direct payments to clients to acquire contracts and costs of licenses and
permits, in obtaining contracts with clients. The unamortized value of such
capitalized costs related to internally generated contracts was approximately
$11.3 million at September 25, 1996, consisting of costs related to 40
contracts. The value of contract rights acquired through acquisitions has been
determined through independent valuation based on projected cash flows
discounted at a rate that market participants would use to determine fair value.
The unamortized value of contract rights acquired through acquisitions was
approximately $7.6 million at September 25, 1996, consisting of rights relating
to 154 contracts. Generally, contracts acquired through acquisitions are smaller
in size and generate less annual cash flow than internally developed contracts.
Sales volume and related cash flows are typically larger for the internally
generated contracts.

This Prospectus contains forward-looking statements which involve risks and
uncertainties relating to future events. Prospective investors are cautioned
that the Company's actual events or results may differ materially from the
results discussed in the forward-looking statements. Factors that might cause
actual results to differ materially from those indicated by such forward-looking
statements include the matters set forth under the caption "Risk Factors."

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain financial
data as a percentage of the Company's net sales:
<TABLE>
<CAPTION>
FISCAL YEARS NINE MONTHS ENDED
------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C>
SEPTEMBER 27, SEPTEMBER 25,
1993 1994 1995 1995 1996
--------- --------- --------- --------------- ---------------

<CAPTION>
<S> <C> <C> <C> <C> <C>
Net sales................................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales............................................. 91.2 89.9 89.6 89.8 89.2
--------- --------- --------- ----- -----
Gross profit.............................................. 8.8 10.1 10.4 10.2 10.8
General and administrative expenses....................... 4.3 4.1 3.8 4.1 4.6
--------- --------- --------- ----- -----
Income from operations.................................... 4.5 6.0 6.6 6.1 6.2
Interest expense, net..................................... 1.4 2.0 2.6 2.8 2.3
--------- --------- --------- ----- -----
Income before tax provision and extraordinary item........ 3.1 4.0 4.0 3.3 3.9
Tax provision............................................. 1.3 1.7 1.7 1.4 1.7
--------- --------- --------- ----- -----
Income before extraordinary item.......................... 1.8% 2.3% 2.3% 1.9% 2.2%
--------- --------- --------- ----- -----
--------- --------- --------- ----- -----
</TABLE>

15
<PAGE>
The following table sets forth net sales attributable to the Company's
principal operating markets, expressed in dollars (in thousands) and as a
percentage of total net sales:
<TABLE>
<CAPTION>
FISCAL YEARS NINE MONTHS ENDED
---------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SEPTEMBER 27,
1993 1994 1995 1995
-------------------- -------------------- -------------------- --------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Recreation and Leisure.................... $ 37,897 61.9% $ 45,773 55.7% $ 42,657 44.7% $ 32,339 46.3%
Convention Centers........................ 23,315 38.1 30,443 37.1 34,746 36.4 25,106 35.9
Education................................. 2,715 3.3 8,902 9.3 5,518 7.9
Corporate Dining.......................... 3,188 3.9 9,157 9.6 6,896 9.9
--------- --------- --------- --------- --------- --------- --------- ---------
Total................................... $ 61,212 100.0% $ 82,119 100.0% $ 95,462 100.0% $ 69,859 100.0%
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------

<S> <C> <C>
SEPTEMBER 25,
1996
--------------------
<S> <C> <C>
Recreation and Leisure.................... $ 30,850 35.4%
Convention Centers........................ 30,224 34.6
Education................................. 14,522 16.6
Corporate Dining.......................... 11,640 13.4
--------- ---------
Total................................... $ 87,236 100.0%
--------- ---------
--------- ---------
</TABLE>

The following table sets forth the net sales and gross profit attributable
to the Company's principal types of contracts (in thousands):
<TABLE>
<CAPTION>
NINE
MONTHS
FISCAL YEARS ENDED
---------------------------------------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SEPTEMBER
27,
1993 1994 1995 1995
-------------------- -------------------- -------------------- ---------
SUMMARY BY GROSS GROSS GROSS
CONTRACT TYPE NET SALES PROFIT NET SALES PROFIT NET SALES PROFIT NET SALES
- --------------------------------------------------- --------- --------- --------- --------- --------- --------- ---------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
P&L................................................ $ 18,069 $ 2,264 $ 40,197 $ 4,960 $ 53,312 $ 6,784 $ 37,695
Profit sharing..................................... 42,284 2,273 39,694 2,023 39,354 2,030 29,925
Management fee..................................... 859 859 2,228 1,303 2,796 1,072 2,239
--------- --------- --------- --------- --------- --------- ---------
$ 61,212 $ 5,396 $ 82,119 $ 8,286 $ 95,462 $ 9,886 $ 69,859
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

SEPTEMBER 25,
1996
--------------------
SUMMARY BY GROSS GROSS
CONTRACT TYPE PROFIT NET SALES PROFIT
- --------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
P&L................................................ $ 3,926 $ 52,282 $ 6,359
Profit sharing..................................... 1,827 28,633 1,572
Management fee..................................... 1,387 6,321 1,519
--------- --------- ---------
$ 7,140 $ 87,236 $ 9,450
--------- --------- ---------
--------- --------- ---------
</TABLE>

NINE MONTHS ENDED SEPTEMBER 25, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 27,
1995

NET SALES. The Company's net sales increased 24.9%, from $69.9 million for
the nine months ended September 27, 1995 to $87.2 million for the nine months
ended September 25, 1996. Net sales increased in all market areas, except
Recreation and Leisure. Recreation and Leisure net sales decreased 4.6%,
primarily because of a decrease in attendance at Florida Marlins Major League
Baseball games and the decision by a private tenant of one of the Company's
clients to build a new facility and self-operate its food service. Net sales
from Convention Centers increased 20.4% primarily as a result of increased sales
from existing contracts. Net sales in Education and Corporate Dining more than
doubled, resulting from the impact of the acquisition of Northwest in June 1995,
Sun West in March 1996 and Ideal in July 1996 and the impact of new contracts.

GROSS PROFIT. Gross profit as a percentage of net sales increased to 10.8%
for the nine months ended September 25, 1996 from 10.2% for the nine months
ended September 27, 1995. This increase in gross profit percentage was
attributable to the mix of higher margin business and to purchasing efficiencies
realized from an expanded base of business.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased, from $2.9 million (or 4.1% of net sales) for the nine months ended
September 27, 1995 to $4.0 million (or 4.6% of net sales) for the nine months
ended September 25, 1996. The increase was attributable primarily to additional
investment in regional staff and training to support the Company's growth.

OPERATING INCOME. Operating income increased 27.0%, from $4.3 million for
the nine months ended September 27, 1995 to $5.4 million for the nine months
ended September 25, 1996, primarily as a result of the factors discussed above.

INTEREST EXPENSE. Interest expense increased approximately $47,000 for the
nine months ended September 25, 1996, due primarily to increased debt levels
prior to the Initial Public Offering, incurred to finance investments in both
new accounts and acquisitions.

16
<PAGE>
FISCAL 1995 COMPARED TO FISCAL 1994

NET SALES. The Company's net sales increased 16.2%, from $82.1 million in
fiscal 1994 to $95.5 million in fiscal 1995. Net sales increased in fiscal 1995
in all market areas, except Recreation and Leisure. Recreation and Leisure net
sales decreased 6.8% in fiscal 1995 as compared to fiscal 1994, primarily from
the continued effects of the Major League Baseball lock-out as well as a decline
in attendance at Florida Marlins games, partially offset by the effects of new
contracts signed in 1994 and 1995. The Company's contract at Pro Player Stadium
in Miami, Florida, the home of the Miami Dolphins and the Florida Marlins,
accounted for $13.0 million of net sales in fiscal 1995, compared to $16.0
million in fiscal 1994. Net sales from Convention Centers increased 14.1% in
fiscal 1995 as compared to fiscal 1994 primarily as a result of increased sales
from existing contracts and the impact of new contracts signed in 1994 and in
1995. Net sales from Education and Corporate Dining increased in fiscal 1995 as
compared to fiscal 1994, primarily as a result of the full year impact of the
acquisition of Creative and the impact of the acquisition of Northwest.

GROSS PROFIT. Gross profit as a percentage of net sales increased to 10.4%
in fiscal 1995 from 10.1% in fiscal 1994 primarily attributable to the benefit
of continued economies of scale from national purchasing programs, effective
labor cost controls and an increase in management fee contracts.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $3.4 million (or 4.1% of net sales) in fiscal 1994 to $3.6
million (or 3.8% of net sales) in fiscal 1995. The dollar increase was
attributable primarily to the increase in clerical support for new accounts and
acquisitions. The percentage decrease resulted from a proportionally greater
increase in net sales relative to general and administrative expenses.

OPERATING INCOME. Operating income increased 28.3%, from $4.9 million in
fiscal 1994 to $6.3 million in fiscal 1995, primarily for the reasons mentioned
above.

INTEREST EXPENSE. Interest expense increased approximately $850,000, due
primarily to increased debt levels to finance investments in new accounts and
acquisitions as well as an increase in the prime rate and the reset of the
interest rate on its variable rate subordinated notes from 9.8% to 12.8%.

FISCAL 1994 COMPARED TO FISCAL 1993

NET SALES. The Company's net sales increased 34.2%, from $61.2 million in
fiscal 1993 to $82.1 million in fiscal 1994. Net sales increased in fiscal 1994
in all market areas. Recreation and Leisure net sales increased by 20.8% in
fiscal 1994 as compared to fiscal 1993 primarily due to the signing of new
contracts in 1994, the full-year effect of the acquisition of Fanfare and the
full-year impact of the signing of new contracts in 1993, partially offset by
the Major League Baseball lock-out beginning in late summer of 1994. The
Company's contract at Pro Player Stadium accounted for $16.0 million of net
sales in fiscal 1994, compared to $21.0 million in fiscal 1993. The decrease
resulted primarily from a decline in attendance at Florida Marlins games. Net
sales from Convention Centers increased by 30.6% in fiscal 1994 as compared to
fiscal 1993 as a result of new contracts signed in 1993 and 1994, an increase in
sales from existing contracts and the full-year impact of the Fanfare
acquisition. Net sales from Education and Corporate Dining increased in fiscal
1994, as a result of the Creative acquisition.

GROSS PROFIT. Gross profit as a percentage of net sales increased to 10.1%
in 1994 from 8.8% in 1993 primarily as a result of the improvements in national
purchasing programs, labor cost efficiencies and the increase in management fee
contracts.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $2.6 million (or 4.3% of total net sales) in fiscal 1993 to $3.4
million (or 4.1% of net sales) in fiscal 1994. The dollar increase was
attributable primarily to the addition of clerical personnel needed to support
the new contracts signed and the acquisitions of Fanfare and Creative in 1993
and 1994, respectively.

17
<PAGE>
OPERATING INCOME. Operating income increased 77.6%, from $2.7 million in
fiscal 1993 to $4.9 million in fiscal 1994, due primarily to the reasons
mentioned above.

INTEREST EXPENSE. Interest expense increased $795,000 in fiscal 1994 from
fiscal 1993 due primarily to higher borrowing levels for acquisitions and
investments in new accounts.

QUARTERLY RESULTS OF OPERATIONS

The Company's net sales and operating results vary significantly from
quarter to quarter as a result of seasonal patterns, the unpredictability in the
number, timing and type of new contracts, the timing of contract expirations and
special one-time events at facilities served by the Company. Results of
operations for any particular quarter may not be indicative of results of
operations for future periods. There can be no assurance that future seasonal
and quarterly fluctuations will not have a material adverse effect on the
Company's business, financial condition and results of operations.

The following table sets forth unaudited selected consolidated income
statement data for the periods indicated, as well as such data expressed as a
percentage of net sales for the same periods. This information has been derived
from unaudited consolidated financial statements and, in the opinion of
management, includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such information.
<TABLE>
<CAPTION>
FISCAL QUARTERS
----------------------------------------------
1995
----------------------------------------------
FIRST SECOND THIRD FOURTH
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)

<CAPTION>
<S> <C> <C> <C> <C>
Net sales................................................................. $ 23,429 $ 20,090 $ 26,340 $ 25,603
Cost of sales............................................................. 21,295 18,422 23,002 22,857
---------- ---------- ---------- ----------
Gross profit.............................................................. 2,134 1,668 3,338 2,746
General and administrative expenses....................................... 1,090 923 870 743
---------- ---------- ---------- ----------
Income from operations.................................................... 1,044 745 2,468 2,003
Interest expense, net..................................................... 696 633 642 508
---------- ---------- ---------- ----------
Income before tax provision............................................... 348 112 1,826 1,495
Tax provision............................................................. 140 38 781 626
---------- ---------- ---------- ----------
Net income................................................................ $ 208 $ 74 $ 1,045 $ 869
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>

(AS A PERCENTAGE OF NET SALES)
<S> <C> <C> <C> <C>
Net sales................................................................. 100.0% 100.0% 100.0% 100.0%
Cost of sales............................................................. 90.9 91.7 87.3 89.3
---------- ---------- ---------- ----------
Gross profit.............................................................. 9.1 8.3 12.7 10.7
General and administrative expenses....................................... 4.6 4.6 3.3 2.9
---------- ---------- ---------- ----------
Income from operations.................................................... 4.5 3.7 9.4 7.8
Interest expense, net..................................................... 3.0 3.2 2.5 2.0
---------- ---------- ---------- ----------
Income before tax provision............................................... 1.5 0.5 6.9 5.8
Tax provision............................................................. 0.6 0.2 3.0 2.4
---------- ---------- ---------- ----------
Net income................................................................ 0.9% 0.3% 3.9% 3.4%
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

1996
----------------------------------
FIRST SECOND THIRD
---------- ---------- ----------
<S> <C> <C> <C>

<S> <C> <C> <C>
Net sales................................................................. $ 24,160 $ 25,804 $ 37,272
Cost of sales............................................................. 21,630 23,390 32,766
---------- ---------- ----------
Gross profit.............................................................. 2,530 2,414 4,506
General and administrative expenses....................................... 1,336 1,241 1,467
---------- ---------- ----------
Income from operations.................................................... 1,194 1,173 3,039
Interest expense, net..................................................... 767 755 496
---------- ---------- ----------
Income before tax provision............................................... 427 418 2,543
Tax provision............................................................. 168 167 1,144
---------- ---------- ----------
Net income................................................................ $ 259 $ 251 $ 1,399
---------- ---------- ----------
---------- ---------- ----------

<S> <C> <C> <C>
Net sales................................................................. 100.0% 100.0% 100.0%
Cost of sales............................................................. 89.5 90.6 87.9
---------- ---------- ----------
Gross profit.............................................................. 10.5 9.4 12.1
General and administrative expenses....................................... 5.5 4.9 3.9
---------- ---------- ----------
Income from operations.................................................... 5.0 4.5 8.2
Interest expense, net..................................................... 3.2 2.9 1.3
---------- ---------- ----------
Income before tax provision............................................... 1.8 1.6 6.9
Tax provision............................................................. 0.7 0.6 3.1
---------- ---------- ----------
Net income................................................................ 1.1% 1.0% 3.8%
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its capital requirements from a combination of
operating cash flow and debt and equity financing. Net cash provided by
operating activities was $3.8 million, $2.6 million and $3.0 million in fiscal
1993, 1994 and 1995, respectively. Cash flow from operating activities was a use
of funds of approximately $3.0 million for the nine months ended September 25,
1996, compared to a source of funds of approximately $3.2 million for the nine
months ended September 27, 1995. This use of funds resulted primarily from an
increase in trade receivables related to the newly acquired Education and
Corporate Dining businesses, which generally invest in shorter term assets
(i.e., accounts receivable), as compared to the Company's Recreation and Leisure
business which invests in longer term assets (i.e.,

18
<PAGE>
fixtures and equipment). EBITDA was $4.6 million, $7.6 million and $10.4 million
in fiscal 1993, 1994 and 1995, respectively, and $6.9 million and $8.7 million
for the nine months ended September 27, 1995 and September 25, 1996,
respectively. EBITDA represents earnings before interest expense, income tax
expense and depreciation and amortization. EBITDA is not a measurement in
accordance with GAAP and should not be considered an alternative to, or more
meaningful than, income from operations, net income or cash flows as defined by
GAAP as a measure of the Company's profitability or liquidity. The Company has
included information concerning EBITDA herein because management believes EBITDA
provides useful information regarding the cash flow of the Company and its
ability to service debt. EBITDA information should be read in conjunction with
the Consolidated Statements of Cash Flows of the Company included in the
consolidated financial statements of the Company elsewhere in this Prospectus.

Cash flows used in investing activities was $7.7 million, $9.0 million and
$8.1 million in fiscal 1993, 1994 and 1995, respectively. In 1993, $6.7 million
was used in connection with the Fanfare acquisition and in 1995, $3.5 million
was used to acquire Northwest. In fiscal 1993, 1994 and 1995, $1.0 million, $6.3
million and $3.3 million, respectively, was used for additions to fixtures and
equipment. In 1994, the Company made advances aggregating $2.3 million to two
clients in accordance with their food service contracts.

Cash flows used in investing activities were approximately $7.1 million and
$13.2 million for the nine months ended September 27, 1995 and September 25,
1996, respectively. For the nine months ended September 25, 1996, $5.2 million
was used in connection with the Sun West acquisition and Ideal acquisition and
$8.5 million was used for contract investments, including $4.0 million for
additions to fixed assets. Subsequent to September 25, 1996, the Company has
completed acquisitions of four companies for an aggregate purchase price of
approximately $25.1 million.

In June 1996, the Company completed its Initial Public Offering, resulting
in net proceeds of approximately $32.6 million after deducting underwriting
discounts and certain expenses.

In connection with the Initial Public Offering, the Company's credit
facility was amended and restated on June 19, 1996 (the "Restated Bank
Agreement"). The Restated Bank Agreement provides for (i) a working capital
revolving credit line for general obligations and letters of credit, in the
maximum aggregate amount of $20.0 million (the "Working Capital Line") and (ii)
a line of credit to provide for future expansion by the Company, in the maximum
amount of $55.0 million. The maximum aggregate allowable borrowings under the
Restated Bank Agreement is $75.0 million. The Restated Bank Agreement terminates
on April 30, 1999. The Working Capital Line provides funds for liquidity,
seasonal borrowing needs and other general corporate purposes.

At September 25, 1996 the Company's current assets exceeded its current
liabilities, resulting in a working capital surplus of $3.4 million. The surplus
resulted primarily from an increase in trade receivables related to the newly
acquired Education and Corporate Dining businesses, which generally invest in
shorter term assets (i.e., accounts receivable), as compared to the Company's
Recreation and Leisure business, which invests in longer term assets (i.e.,
fixtures and equipment).

On February 12, 1997, the Company completed the Follow-On Offering,
resulting in net proceeds to the Company of approximately $59.1 million after
deducting underwriting discounts and certain expenses. The proceeds of the
Follow-On Offering were used to repay obligations under the Restated Bank
Agreement and for general working capital purposes.

The Company believes that the proceeds of the Follow-On Offering, funds
expected to be generated from operations and amounts available under the
Restated Bank Agreement will be sufficient to satisfy the Company's capital
requirements for at least the next twelve months.

NEW ACCOUNTING PRONOUNCEMENTS

In March 1995, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. SFAS

19
<PAGE>
No. 121 establishes accounting standards for recognizing the impairment of
long-lived assets, certain identifiable intangibles and for long-lived assets
and certain identifiable intangibles to be disposed of. SFAS No. 121 is
effective for financial statements for fiscal years beginning after December 15,
1995. The adoption of SFAS No. 121 did not materially affect the financial
position or results of operations of the Company.

In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123 encourages all entities to adopt a fair value based
method of accounting for stock-based compensation plans in which compensation
cost is measured at the date the award is granted based on the value of the
award and is recognized over the employee service period. However, SFAS No. 123
allows an entity to continue to use the intrinsic value based method prescribed
by Accounting Principles Board Opinion ("APB") No. 25, with pro forma
disclosures of net income and earnings per share as if the fair value based
method has been applied. SFAS No. 123 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Company will continue to
apply the method prescribed by APB No. 25.

INFLATION

The Company believes that inflation has not had a material effect on its
results of operations.

SEASONALITY

The Company's business is seasonal in nature. Many Recreation and Leisure
facilities experience slack periods in March, April and May due to fewer
sporting events in these months, and Convention Centers generally host fewer
conventions from May through September. In addition, many Education facilities
are closed during the summer months. Among other things, the Company adjusts its
labor scheduling and staffing to compensate for these fluctuations.

20
<PAGE>
BUSINESS

GENERAL

INDUSTRY OVERVIEW

The Company estimates that the United States contract food service industry
had annual revenues of approximately $96 billion in 1995, of which approximately
$60 billion was in markets in which the Company presently competes. The
remaining $36 billion consisted of sales primarily to hospitals and health care
facilities, correctional facilities, military facilities, child-care facilities
and transportation facilities such as airports, train stations and bus depots.
In the contract food service industry, the facility owner, rather than the food
service provider, is primarily responsible for attracting patrons. All of the
markets in which the Company operates are highly fragmented. The contract food
service industry has been experiencing consolidation in recent years.

BUSINESS STRATEGY

The Company's objective is to become the leading contract food service
management company serving middle-market locations. The Company's business
strategy is comprised of the following key elements:

EXCLUSIVE FOCUS ON CONTRACT FOOD SERVICE. Unlike most of its national
competitors, the Company focuses exclusively on the contract food service
industry. Management believes that its focus has allowed it to develop superior
operating techniques, hire and retain high quality unit, regional and senior
managers and maintain a greater awareness of and responsiveness to changing
market conditions.

MIDDLE-MARKET FOCUS. The Company focuses on obtaining new contracts
principally at facilities generating $1 million to $4 million in annual food and
beverage sales. The Company believes that these "middle-market" facilities
generally provide greater profit margins and require less capital investment
than larger facilities. On a selective basis, the Company will attempt to obtain
additional larger accounts which give the Company high visibility in the
industry and strengthen its credibility when bidding on new contracts or
pursuing acquisitions.

SUPERIOR OPERATING TECHNIQUES. Fine Host has developed and implemented
various operating strategies and systems including (i) labor cost management
techniques that include forecasting labor costs on an event-by-event basis and
moving full-time employees between nearby facilities in response to changes in
demand, (ii) product cost management programs to reduce costs by establishing
national agreements with food manufacturers, distributors and equipment
manufacturers, (iii) quality control programs to ensure client satisfaction,
(iv) a facility design capability that maximizes point-of-sale contacts and uses
portable sales locations to increase sales, (v) customized menu design that
entails working closely with facility management to determine food and beverage
selection and pricing that meets client needs and

21
<PAGE>
(vi) extensive on-site marketing and support, including an on-site salesperson
at certain locations to oversee food and beverage functions and to help sell
unutilized space. The Company believes that its operating techniques have led to
significant increases in sales and profits at many of the facilities it serves.

EMPOWERED LOCAL MANAGEMENT. Fine Host's decentralized management approach
assigns operating responsibility to the Company's general manager at each
facility. The Company's general managers and region managers, each of whom is
compensated in significant part through a bonus program tied closely to the
financial performance of the facilities, are given the freedom and authority to
make operational decisions. At convention centers and certain recreation and
leisure facilities, the Company typically employs an on-site salesperson who is
available to the convention or event manager to oversee the operation of food
and beverage functions and to help sell unutilized space.

RESPONSIVENESS TO CLIENTS. Consistent with the Company's client-oriented
approach, the Company is flexible in structuring the key terms of contracts in
order to satisfy client objectives. Senior management seeks to establish and
maintain close working relationships with clients, which the Company believes
enhance its ability to renew contracts. Monthly visits by region managers serve
to enhance the client relationship.

ACCOUNT DIVERSITY. The Company provides food service and other ancillary
services at more than 400 facilities, including recreation and leisure
facilities, convention centers, educational facilities and corporate dining
facilities of varying sizes. These facilities are located domestically in 38
states and internationally in Southeast Asia. The Company believes this
diversity, in terms of both type of facility and geographic region, enhances the
Company's ability to withstand localized economic pressures and downturns
associated with a particular market.

COST CONTROLS AND ECONOMIES OF SCALE. The Company focuses on controlling
labor and overhead costs and capitalizing on economies of scale. As the number
of facilities served by the Company has increased, the Company has reduced labor
costs by transferring employees between nearby facilities during off-peak
periods. The Company centralizes various functions, including legal, finance,
contract administration, human resources, training, regulatory compliance,
marketing, purchasing and accounting services, in order to control overhead
costs. The Company's size has allowed it to procure national purchasing and
distribution arrangements with vendors that include national pricing available
to all Fine Host locations.

GROWTH OPPORTUNITIES

The Company believes that substantial opportunities for continued growth
exist through the renewal of existing contracts, the addition of new contracts
and acquisitions.

RENEWAL OF CONTRACTS. The Company believes that its strong operating
performance and focus on client satisfaction have enabled it to achieve a
favorable contract renewal rate. Fine Host's sales and marketing staff maintains
ongoing relationships with facility owners and typically seeks renewal of
existing contracts months in advance of the scheduled termination date. The
Company's senior management handles principal aspects of contract negotiations,
enabling the Company to be responsive in negotiations. Fine Host has retained
the food and beverage business at each of the 24 public convention centers at
which it has been awarded a contract without the loss of any such contract, and
has renewed each of the 13 convention center contracts that have come up for
renewal. The Company believes that its ability to renew convention center
contracts is particularly significant because public authorities choosing the
food service provider put great emphasis on the level of quality and service
offered. These aspects are viewed as critical factors in the decision-making
process of convention organizers and meeting planners when making site
selections.

22
<PAGE>
OBTAINING NEW CONTRACTS. The Company believes that the expertise and
experience of its management team enable it to identify new contract
opportunities and negotiate and implement facility contracts in a disciplined
manner. The Company believes that its ability to obtain new contracts is
enhanced by the following factors:

- INDUSTRY GROWTH. The Company believes that opportunities to obtain new
contracts will come from both the growing number of newly constructed and
expanded facilities, especially stadiums, arenas, amphitheaters and
convention centers, and the large number of existing facilities in each of
the Company's principal operating markets which are expected to put their
food service contracts out for bid in the near term.

- INCREASED MARKET PENETRATION. The Company's presence at a significant
facility within a city or region often results in additional business from
other facilities in the area because (i) other facilities may select the
Company based on the reputation the Company has gained in the area and (ii)
other accounts which were not economically viable for the Company to manage
on a stand-alone basis may now be managed by the Company's local management
team. By leveraging its established market presence, the Company is able to
bid more competitively for local business.

- EXPANDED PRESENCE IN EDUCATION AND CORPORATE DINING. The Company's
entry through acquisition into the education and corporate dining markets
provides the Company with operating experience which the Company believes
will facilitate further penetration into these highly fragmented markets.
This has been evidenced recently by the Company's entrance into the School
Nutrition market, which is shifting toward outsourcing contract food
services.

- INTERNATIONAL EXPANSION. In 1994, the Company established a joint
venture with a Thai facilities management company to jointly market their
services throughout Asia, and obtained the food service contract for the
Queen Sirikit National Convention Center in Bangkok, Thailand. In addition,
the Company recently expanded its presence in Southeast Asia through the
execution of multi-year food service management agreements to operate the
Bangkok International Trade and Exhibition Center in Bangkok, Thailand and
the Bali Festival Park in Bali, Indonesia. The Company believes that the
rapid growth of the Asian economy, including the increased construction of
recreation and leisure facilities and convention centers, provides the
Company with further opportunities for expansion on an international basis
due to the lack of both food service technology and sophistication within
the Asian contract food service industry.

ACQUISITIONS. The Company believes there are significant opportunities to
expand its business through the acquisition of companies in the contract food
service industry, particularly in the education and corporate dining markets, as
well as in markets where the Company does not primarily operate, such as
hospitals and healthcare facilities and correctional facilities. Senior
management of the Company has been primarily responsible for identifying,
pursuing and negotiating potential acquisition opportunities and integrating
acquired operations. The Company believes that it can integrate such companies
into the Company's management structure and diversified operations successfully
without a significant increase in general and administrative expense. There can
be no assurance, however, that the Company's acquisition strategy can be
implemented successfully. See "Risk Factors--Risk of Inability to Operate or
Integrate Acquired Businesses; Expenses Associated with Acquisition Strategy."

Fine Host's growth has accelerated since its Initial Public Offering with
the successful completion of five strategic acquisitions. These acquisitions
significantly increase the Company's presence in the Education and Corporate
Dining markets in the northeastern and mid-Atlantic regions of the United
States. Four of these acquisitions, Ideal, Republic, Service Dynamics and
Serv-Rite, have increased the Company's presence in the School Nutrition market,
a market estimated by the U.S. government to be approximately

23
<PAGE>
$10 billion in 1995. The Company believes that all of these companies have
effective management teams and strong operating results at their facilities, yet
can benefit from the Company's size and operating infrastructure. The following
table provides selected information regarding each acquisition:

<TABLE>
<CAPTION>
PURCHASE
PRICE
COMPANY DATE ACQUIRED PRIMARY MARKET(S) REGION REVENUES* -----------
- -------------------- ----------------- ------------------------------- -------------- --------------- (IN
MILLIONS)
<S> <C> <C> <C> <C> <C>
Ideal July 1996 School Nutrition NY $ 7.7 $ 3.6
PCS November 1996 Corporate Dining Eastern U.S. 15.7 6.0
Republic December 1996 School Nutrition and MA, RI, CT 14.6 8.6
Corporate Dining
Service Dynamics December 1996 School Nutrition and NY, NJ, CT 11.0 3.0
Corporate Dining
Serv-Rite January 1997 Education and NY, PA 34.2 7.5
Corporate Dining
</TABLE>

- -------------

* For last completed fiscal year of the acquired company for which financial
statements are available.

SERVICES AND OPERATIONS

The Company provides a wide array of food services, ranging from food and
beverage concessions, such as hot dogs, sandwiches, soda and beer, to
sophisticated catering and fine dining in a formal setting. At its convention
center locations, the Company routinely serves banquets attended by thousands of
persons.

The Company is the exclusive provider of food and beverages at substantially
all of the facilities it serves and is responsible for hiring, training and
supervising food service personnel and ordering, receiving, preparing and
serving all items of food and beverage sold. At facilities serviced by the
Company, the client attracts patrons on an event-specific basis at recreation
and leisure facilities and convention centers and on a continuing basis at
education and corporate dining facilities. As a result, the Company does not
incur the expense of marketing to the broader public, and is able to focus on
operations, client satisfaction, account retention and new account development.

Fine Host has developed and implemented various operating strategies and
systems to quickly and efficiently provide food and beverages to a large number
of people in a short period of time and in a cost-effective manner, including:

LABOR COST MANAGEMENT. The Company focuses on tight management of on-site
costs, particularly with respect to labor. The Company requires its general
managers to forecast labor requirements on an event-by-event basis and has the
ability to tailor labor costs to specific events and venues. For example,
managers reduce labor during individual events when operationally desirable,
such as after half time of a football game. In addition, as the number of
locations managed by the Company has grown, the Company has been able to achieve
labor savings by moving full-time employees between nearby facilities during
off-peak periods at one or more of the facilities.

PRODUCT COST MANAGEMENT. The Company focuses on reducing total product
costs, including distribution costs and raw product costs. The Company has
implemented a program to control its distribution costs of grocery products
pursuant to national distribution contracts, while at the same time it has
negotiated agreements with the manufacturers of many of the principal products
needed at its facility locations. As the

24
<PAGE>
Company has grown, it has been able to achieve economies of scale, including
national pricing from manufacturers, food distributors and food equipment
manufacturers. The Company also manages its product costs by carefully
monitoring the size of food and beverage portions against predetermined
standards.

QUALITY CONTROL. The Company has instituted a quality control program to
ensure client satisfaction and monitor quality levels at each of its locations.
The Company requires its region managers to visit each of the locations for
which he or she is responsible at least once monthly. The region manager is
required to submit to senior management a written summary of each visit,
including a report on the level of quality and service being maintained at each
location, as well as the client's view of Fine Host's performance. In addition,
the Company surveys meeting planners, convention organizers, fans and students
using its food and beverage services, enabling the Company to track levels of
satisfaction and to respond rapidly as problems arise.

FACILITY DESIGN CAPABILITY. The Company has expertise in designing
appealing and efficient food service facilities, including food courts, kitchens
and permanent and portable concession stands. The Company believes that its
design of concession stands and use of systems and equipment such as portable
concession stands have enabled it to increase sales and improve client
satisfaction at many facilities.

CUSTOMIZED MENU DESIGN. Fine Host works closely with each facility's
management to customize concession and catering menus and prices and to create
catering brochures that meet the needs of prospective users of the facility and
accommodate the tastes of the region in which the facility is located. Menus and
prices are further refined and upgraded during meetings between Fine Host
on-site management and facility patrons in accordance with the patron's
individual desires.

ON-SITE MARKETING AND SUPPORT. At convention centers and certain recreation
and leisure facilities, the Company's on-site salesperson is available to the
convention or event manager to oversee the operation of food and beverage
functions. This commissioned salesperson also assists the convention center in
selling unutilized space for events requiring food service, such as meetings,
luncheons and weddings. This cooperative effort can result in incremental income
for both Fine Host and its client.

TRAINING AND RECRUITING. The Company has established a training program for
its facility general managers and their staffs to establish a consistent level
of quality at its facilities. The Company's training programs enable it to train
a large number of temporary employees in a short period of time. The Company has
developed and implemented numerous training programs, including an alcohol
awareness program which requires that all servers of alcohol products receive
special training, as well as a "train the trainer" program, which develops a
management employee at each location capable of conducting the Company's on-site
training programs.

ACCOUNTING SYSTEMS AND CONTROLS. The Company's management information
system is based on open hardware platforms that allow the Company to choose from
a wide variety of software, system utilities and development tools. The
Company's time management, inventory management (such as beverage yield analysis
and food cost analysis) and retail point-of-sale control systems provide data
for posting directly to the Company's general ledger and to other accounting
subsystems. The automated general ledger system provides management reports on a
timely basis which compare current and prior operating results and measure
actual performance against predetermined operating budgets. The results are
reported to and reviewed by regional and corporate management. Such reporting
includes weekly and monthly forecasts of revenues and expenses and detailed
performance reports.

25
<PAGE>
CLIENTS

The Company provides contract food services principally to recreation and
leisure facilities, convention centers, education facilities and corporate
dining accounts. As of December 25, 1996, the Company provided contract food
service management at approximately 400 facilities under 341 contracts,
including 30 recreation and leisure, 24 convention center, 111 education and 148
corporate dining contracts, as well as 28 contracts serving other types of
facilities.

RECREATION AND LEISURE FACILITIES. The Company offers food and beverage
concession and catering services to arenas, stadiums, amphitheaters, civic
centers and other recreational facilities. These facilities typically select a
food service provider on the basis of its ability to generate increased volume
from concession sales while maintaining high quality and attendee satisfaction.
The Company employs its facility design capability and other operating
techniques to serve its recreation and leisure venues and to increase total
sales and profitability. The Company believes that, as a result of the growing
popularity of minor league sports, significant opportunities exist at stadiums
and arenas at which minor league baseball and hockey teams play. As of December
25, 1996, the Company provided services to facilities hosting eight minor league
baseball teams and seven minor league hockey teams. The Company further believes
that more major college athletic programs will seek to outsource food and
beverage concession operations at on-campus stadiums and arenas. Recreation and
leisure facilities served by the Company presently include Pro Player Stadium in
Miami, Florida (home of the Miami Dolphins and Florida Marlins), Sun Devil
Stadium in Tempe, Arizona (home of the Arizona Cardinals) and the Great Woods
Center for the Performing Arts in Mansfield, Massachusetts. The Company also
provides concession services to recreation and leisure facilities at colleges
and universities including Arizona State University, Boise State University and
the University of Minnesota.

CONVENTION CENTERS. Food service offered in convention centers consists
primarily of large scale catering and banquet functions held in the facility's
ballroom and banquet halls, catering and concession services to functions held
in meeting rooms, and concession services offered to convention and trade show
attendees. The Company's convention center operations focus on providing
consistent high quality and client satisfaction in all food service areas,
particularly with respect to catering and banquet services. The Company believes
that its ability to renew convention center contracts is particularly
significant because public authorities choosing the food service provider put
great emphasis on the level of quality and service offered. These aspects are
viewed as critical factors in the decision-making process of convention
organizers and meeting planners when making site selections. The Company also
encourages convention organizers to choose other convention centers serviced by
Fine Host for subsequent events. The Company believes it is well positioned to
gain incremental sales at existing convention centers which are expanding their
banquet and ballroom capacities, and to obtain additional contracts at newly
constructed convention centers. Major convention center clients include the
Albuquerque Convention Center in Albuquerque, New Mexico; the Austin Convention
Center in Austin, Texas; the Lawrence Convention Center in Pittsburgh,
Pennsylvania; the Orange County Convention Center in Orlando, Florida; the
Oregon Convention Center in Portland, Oregon; and the Wisconsin Center in
Milwaukee, Wisconsin.

EDUCATION. The Company provides food and beverage concession and catering
services to student cafeterias, food courts, snack bars and clubs at colleges,
universities and elementary and secondary schools. College student dining habits
have changed dramatically in recent years, with students tending to eat smaller
meals throughout the day and evening, often paying with debit cards in lieu of
cash or traditional board plans. In response to these changes, the Company now
offers increased quality and choices among food and beverage items at
educational facilities, including recognized brand name foods served in
education facilities by the Company's employees. The Company has contractual
arrangements with Subway Corporation, Pizza Hut, Inc. and Taco Bell Corp. to
offer their products at various dining locations at educational institutions.
The Company presently provides dining services to students at colleges and
universities including Morris Brown College in Atlanta, Georgia; Mt. Hood
Community College in

26
<PAGE>
Gresham, Oregon; Wayne State University in Detroit, Michigan; and Xavier
University in New Orleans, Louisiana.

CORPORATE DINING. Fine Host provides food and beverage services to
corporate dining rooms and cafeterias, office complexes and manufacturing
plants. Corporate dining facilities are increasingly offering upscale, quality
food and beverage items and are often subsidized by employers seeking to shorten
employee meal breaks and increase productivity. The Company seeks to capitalize
on this trend by providing high quality food and beverage service at its
corporate client dining locations. The Company serves a diversified mix of large
corporate clients, focusing on more upscale office dining. Clients include
facilities of Chrysler Corporation, General Motors Corporation, Ore-Ida Foods,
Inc. and Whirlpool Corporation.

CONTRACTS

The Company generally enters into one of three types of contracts: profit
and loss contracts, profit sharing contracts and management fee contracts.

PROFIT AND LOSS CONTRACTS ("P&LS"). Under P&Ls, the Company receives all
the revenues and bears all the expenses of the operation. These expenses include
rent paid to the client, typically calculated as a fixed percentage of various
categories of sales. While Fine Host often benefits from greater upside
potential with a P&L contract, it is responsible for all costs of running the
food service operation and consequently bears greater risk than with a
management fee or profit sharing contract. As of December 25, 1996, the Company
had 240 P&L contracts.

PROFIT SHARING CONTRACTS. Under profit sharing contracts, the Company
receives a percentage of profits earned at the facility plus a fixed fee or
percentage of sales as an administrative fee. Under this type of contract, Fine
Host does not bear responsibility for losses incurred, if any. As of December
25, 1996, the Company had 18 profit sharing contracts.

MANAGEMENT FEE CONTRACTS. Revenues derived under management fee contracts
are based upon a fixed fee. Fine Host is reimbursed for all its on-site expenses
incurred in providing food and beverage services under management fee contracts.
A number of the Company's management fee contracts provide for an additional
incentive fee based on a percentage of sales over a base threshold level. The
benefit of this type of contract is that risks associated with food and beverage
operations at the facility are generally not borne by Fine Host. As of December
25, 1996, the Company had 83 management fee contracts.

Fine Host often provides a capital commitment in its bid to win a new
facility contract. This commitment most frequently takes the form of an
investment in food service equipment and leasehold facilities, which upgrade the
facility itself and can increase the returns to both Fine Host and the facility
owner by generating increased sales. Occasionally, the Company makes loans or
advances to the client, the proceeds of which are generally used to improve an
existing facility or to complete a new facility. These loans are sometimes
collateralized by other assets in the facility. When the Company makes an
investment, loan or advance to a facility under either a management fee or
profit sharing contract, the amount of the commitment, together, in certain
cases, with interest, is repaid to the Company out of the revenues generated by
the food service operation in accordance with an amortization schedule set forth
in the contract. P&L contracts do not require the repayment of invested capital
to the Company during the contract term. All of the Company's contracts require
the client to reimburse the Company for any unamortized invested capital in the
event of the expiration or termination of the contract for any reason, and Fine
Host keeps title to the subject assets until such payment is made. Invested
capital is usually amortized over a period of time equal to or greater than the
term of the contract. The Company believes that its willingness to make
selective investments can provide it with a competitive advantage in bidding for
new contracts. There can be no assurance, however, that any such investments
will enhance returns and not result in losses for the Company. See "Risk
Factors--Dependence on Clients; Investment in Client Contracts and Advances to
Clients."

27
<PAGE>
The length of contracts varies depending on the type of facility, type of
contract and financial investment. Contracts for recreation and leisure
facilities typically include the largest capital investment by the Company and
generally have a term of three to ten years. Contracts for convention centers
generally have a term of three to five years. Education contracts generally have
a term of one to five years. Corporate dining accounts, which generally require
the smallest capital investment by the Company, typically have a shorter term
than those in the recreation and leisure, convention center and education areas,
and generally contain a provision allowing either party to terminate for
convenience after a short notice period, typically ranging from 30 to 90 days.
Most corporate dining contracts are terminable after a short notice period. The
Company's remaining contracts generally have a fixed term and in any fiscal year
a number of these contracts either expire or come up for renewal.

Certain municipalities and governmental authorities require that a certain
percentage of food service contract bids be from minority-owned and/or
women-owned businesses ("MBEs" and "WBEs," respectively). The Company has
entered into joint ventures with four MBEs/WBEs to operate facilities in
Orlando, Florida; Portland, Oregon; Fort Worth, Texas; and Milwaukee, Wisconsin.
It is likely that the Company will be required to partner with additional
MBEs/WBEs in the future as a precondition to winning certain municipal and
governmental authority facility food service contracts.

SALES AND MARKETING

The Company selectively bids for both privately owned facility contracts and
contracts awarded by governmental and quasi-governmental agencies. The privately
negotiated transactions are usually competitive in nature, with a privately
owned facility owner or operator soliciting proposals from Fine Host and several
of its competitors. These bids often require a Fine Host team to formulate a
rapid response and make a proposal encompassing, among other things, a capital
investment and other financial terms. In certain cases, a private facility owner
may choose to negotiate with the Company exclusively for a period of time. The
Company believes that its flexibility with clients has helped it in these
instances. See "--Business Strategy." Governmental contracts are usually awarded
pursuant to a request-for-proposal process. Bidding in publicly controlled
venues often requires more than a year of effort by a Fine Host team, focusing
on building meaningful relationships in the local community in which the venue
is located and raising the profile of the Fine Host name with the decision
makers within that community. During this bidding period, the Company expends
substantial time, effort and funds preparing a contract proposal and negotiating
the contract. See "Risk Factors--Adverse Effects of an Inability to Retain
Existing Contracts and Obtain New Contracts." The Company's sales and marketing
team consists of three senior sales executives and ten sales and marketing
professionals. The entire team is involved at various stages in formulating
sales proposals and operating plans and negotiating new contracts.

Members of the Company's sales and marketing team maintain a high degree of
visibility in various industry trade associations. Virtually all of the
Company's clients and potential clients in facilities operated by governmental
and quasi-governmental authorities are members of these trade groups. The
Company regularly exhibits at industry trade shows held for and by groups
comprised of recreation and leisure facility owners, convention center managers
and representatives of colleges, universities and elementary and secondary
schools. Fine Host also advertises on a regular basis in magazines and
periodicals that focus on the public facilities industry.

COMPETITION

The Company encounters significant competition in each area of contract food
service market in which it operates. Food service companies compete for clients
on the basis of quality and service standards, innovative approaches to food
service facilities design, maximization of sales and price (including the making
of loans, advances and investments in client facilities and equipment).
Competition may result in price reductions, decreased gross margins and loss of
market share. Certain of the Company's competitors compete with the Company on
both a national and international basis and have significantly greater

28
<PAGE>
financial and other resources than the Company. In addition, existing or
potential clients may elect to "self operate" their food service, eliminating
the opportunity for the Company to compete for the account. There can be no
assurance that the Company will be able to compete successfully in the future or
that competition will not have a material adverse effect on the Company's
business, financial condition or results of operations.

EMPLOYEES

As of December 30, 1996, the Company had 1,665 full-time salaried employees,
including 1,501 in operations, 136 in administration and 28 in sales. During
December 1996, approximately 7,900 employees were part-time or hired on an
event-by-event basis. The number of part-time employees can vary significantly
from time to time. The Company believes that its future success will depend in
large part upon the continued service of its senior management personnel and
upon the Company's continuing ability to attract and retain highly qualified
managerial personnel. Competition for highly qualified personnel is intense and
there can be no assurance that the Company will be able to retain its key
managerial personnel or that it will be able to attract and retain additional
managerial personnel in the future. Approximately 9.0% of the Company's total
employees (including full and part-time) are covered by collective bargaining
agreements. The Company has not experienced any work stoppage and considers its
relations with its employees to be satisfactory. The Company has hired and
expects to continue to need to hire a large number of qualified, temporary
workers at particular events. See "Risk Factors--Adverse Effects of an Inability
to Manage Growth" and "--Constraints and Expenses Associated with an
Unavailability of Labor."

GOVERNMENT REGULATION

The Company's business is subject to various governmental regulations
incidental to its operations, such as environmental, employment and health and
safety regulations. Since it serves alcoholic beverages at many convention
centers and recreation and leisure facilities, the Company also holds liquor
licenses incidental to its contract food service business and is subject to the
liquor license requirements of the states in which it holds a liquor license. As
of December 25, 1996, the Company and its affiliates held liquor licenses in 20
states. While the application procedures and requirements for a liquor license
vary by state, the Company has received an alcoholic beverage license with
respect to each of the approximately 32 applications it has submitted, and has
never had an alcoholic beverage license revoked or suspended.

Typically, liquor licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate
to numerous aspects of the Company's operations, including minimum age of
patrons and employees, hours of operation, advertising, wholesale purchasing,
inventory control and handling, and storage and dispensing of alcoholic
beverages. The Company has not encountered any material problems relating to
alcoholic beverage licenses to date. The failure to receive or retain a liquor
license in a particular location could adversely affect the Company's ability to
obtain such a license elsewhere.

The Company is subject to "dram-shop" statutes in the states in which
facilities are located. These statutes generally provide a person injured by an
intoxicated person the right to recover damages from an establishment which
wrongfully served alcoholic beverages to the intoxicated individual. The Company
carries liquor liability coverage as part of its existing comprehensive general
liability insurance which it believes is adequate. While the Company maintains
such insurance, there can be no assurance that such insurance will be adequate
to cover any potential liability or that such insurance will continue to be
available on commercially acceptable terms. See "Risk Factors--Government
Regulation."

The cost of the Company's compliance with governmental regulations has not
been material. However, there can be no assurance that additional federal or
state legislation, or changes in regulatory

29
<PAGE>
implementation, would not limit the activities of the Company in the future or
significantly increase the cost of regulatory compliance. See "Risk
Factors--Government Regulation."

PROPERTIES

The Company leases its corporate headquarters in Greenwich, Connecticut
pursuant to a lease expiring in June 2004. The Company also maintains accounting
processing centers in Toledo, Ohio and Tempe, Arizona. The Company leases the
space for each of these facilities. The Company believes that the properties
which are currently under lease are adequate to serve the Company's business
operations for the foreseeable future. The Company believes that if it were
unable to renew the lease on any of these facilities, other suitable facilities
would be available to meet the Company's needs.

LITIGATION

In January 1996, the Company was served with a complaint naming it as one of
five defendants in a lawsuit brought by multiple plaintiffs in the New York
State Supreme Court alleging damages arising out of the Woodstock II Festival
held in August 1994 in Saugerties, New York. The promoter of the festival is
also a defendant. According to the complaint, the plaintiffs were hired by the
Company (which had a concession agreement with the promoters of the festival) as
subcontractors of food, beverage and/or merchandise. In their complaint, which
seeks approximately $5.9 million, the plaintiffs allege damages arising
primarily from the failure to provide adequate security and prevent festival
attendees from bringing food and beverages in to the festival. The Company has
made claim for indemnification under applicable provisions of the concession
agreement, which has been rejected by the promoter. On April 4, 1996, the other
defendants named in the suit answered the complaint and asserted cross-claims
for contribution and indemnification against the Company. Thereafter, the
Company cross-claimed for contribution and indemnification against a
co-defendant.

The Company has also sued a former client in the Jefferson Circuit Court of
the Commonwealth of Kentucky for certain amounts owed by the former client under
the food service contract between the parties, and the former client has filed a
counterclaim against the Company seeking unspecified damages for the Company's
alleged tortious interference with a prospective contractual relationship with
another food service provider.

The Company is involved in certain other legal proceedings incidental to the
normal conduct of its business. The Company does not believe that any
liabilities relating to any of the legal proceedings to which it is a party are
likely to be, individually or in the aggregate, material to its consolidated
financial position or results of operations.

30
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------------------ --- ------------------------------------------------------
<S> <C> <C>
Richard E. Kerley(1).................................. 55 President, Chief Executive Officer and Director
Randy B. Spector...................................... 45 Executive Vice President--Administration
Randall K. Ziegler.................................... 54 Executive Vice President--Recreation and Leisure and
Director
Robert F. Barney...................................... 57 Executive Vice President--Education and Corporate
Dining
Nelson A. Barber...................................... 41 Senior Vice President and Chief Financial Officer
Ellen Keats........................................... 39 Vice President and General Counsel
Cynthia J. Robbins.................................... 41 Vice President and Controller
William R. Berkley(1)(2).............................. 50 Chairman of the Board of Directors
Ronald E. Blaylock(3)................................. 36 Director
Andrew M. Bursky(2)................................... 40 Director
Catherine B. James.................................... 44 Director
Jack H. Nusbaum(3).................................... 56 Director
Joshua A. Polan(1)(2)(3).............................. 48 Director
</TABLE>

- ------------------------

(1) Member of Executive Committee.

(2) Member of Compensation Committee.

(3) Member of Audit Committee.

RICHARD E. KERLEY has been the President and Chief Executive Officer of Fine
Host since 1991. He previously served as Chief Financial Officer of the Company
from 1990 to 1991. He has been a director of the Company since 1994. Mr. Kerley
has 21 years of experience in the food services industry. Prior to joining the
Company in 1990, Mr. Kerley held a series of senior management positions at
Ogden Corporation, a contract food service provider, including head of business
development, logistic support and accounting.

RANDY B. SPECTOR has been Executive Vice President--Administration of the
Company since 1993. From 1990 to 1993, Mr. Spector was Senior Vice
President--Law and Corporate Affairs of the Company. From 1987 to 1990, Mr.
Spector served as Vice President and General Counsel of the Company. Before
joining Fine Host in 1987, Mr. Spector spent five years as Vice President and
General Counsel of Dellwood Foods, Inc., a processor and distributor of milk and
dairy products in the New York City metropolitan area.

RANDALL K. ZIEGLER has been Executive Vice President--Recreation and Leisure
of the Company since 1995. He previously served as President of the Company's
Food Services Division from 1990 to 1995. From 1985 to 1990, Mr. Ziegler served
as Vice President--Sales of the Company. Mr. Ziegler has been a director of the
Company since 1994. Prior to joining the Company in 1985, he held a number of
senior management positions at Service America Corporation, a contract food
service provider, including head of new business development.

ROBERT F. BARNEY joined the Company as Vice President--Education and
Corporate Dining in 1995 and became Executive Vice President--Education and
Corporate Dining in 1996. Prior to joining Fine Host, Mr. Barney founded
Northwest Food Services, Inc. in 1976, and served as its President and Chief
Executive Officer until its sale to Fine Host in 1995.

31
<PAGE>
NELSON A. BARBER has been Senior Vice President and Chief Financial Officer
of the Company since 1995. He previously served as Treasurer of the Company from
1993 to 1995. From 1989 to 1993, Mr. Barber was Chief Financial Officer and
Treasurer of GEV Corporation (now known as Pioneer Companies, Inc.) and from
1987 to 1989 he was Director of Corporate and International Accounting at
Combustion Engineering Inc., a diversified industrial services company.

Ellen Keats has been Vice President and General Counsel of the Company since
December 1996. She previously served as Corporate Counsel of the Company from
1994 to 1996. Prior to joining the Company, from 1993 to 1994, Ms. Keats was
General Counsel of EIS International, Inc., a telecommunications and software
company in Stamford, Connecticut. Prior to such time, Ms. Keats was a partner
with the Greenwich, Connecticut law firm of Gilbride, Tusa, Last and Spellane.

Cynthia J. Robbins has been the Vice President and Controller of the Company
since December 1996. From 1995 to 1996, Ms. Robbins was Vice President-Finance
of ACI America Holdings Inc. ("ACI"), a diversified manufacturing company. From
1992 to 1995, Ms. Robbins was Controller and Treasurer of ACI. From 1989 to
1992, Ms. Robbins was Vice President, Director of Accounting for Citicorp POS
Information Services, Inc., an information gathering company.

WILLIAM R. BERKLEY has been Chairman of the Board of the Company since 1994
and a director of the Company since 1985. He also serves as Chairman of the
Board of several companies which he controls or founded. These include W.R.
Berkley Corporation, a property and casualty insurance holding company,
Interlaken Capital, Inc. ("Interlaken Capital"), a private investment and
consulting firm, and Pioneer Companies, Inc. ("PCI"), a publicly traded company
engaged in the manufacture and marketing of chlorine and caustic soda and
related products. Mr. Berkley is also a director of Strategic Distribution, Inc.
("Strategic Distribution"), a publicly traded industrial service and
distribution business. Mr. Berkley is Vice-Chairman of the Board of Trustees of
the University of Connecticut, a director of Georgetown University, a trustee of
New York University and a member of the Board of Overseers of the New York
University Stern School of Business.

RONALD E. BLAYLOCK became a director of the Company upon the closing of the
Initial Public Offering in June 1996. Mr. Blaylock has been President and Chief
Executive Officer of Blaylock & Partners, L.P., an investment banking firm,
since he founded the firm in September 1993. Prior to September 1993, Mr.
Blaylock was a founding partner and Executive Vice President of Utendahl Capital
Partners, a minority-owned broker dealer, where he specialized in taxable
fixed-income securities, from 1991 to 1993. Prior to such time, Mr. Blaylock was
a First Vice President at PaineWebber Incorporated from 1988 to 1991 and a Vice
President at Citibank Capital Markets from 1982 to 1988. Mr. Blaylock is a
director of Georgetown University, where he was a member of an NCAA Final Four
basketball team, and also serves as a director of Harbourton Mortgage Corp. and
Covenant House.

ANDREW M. BURSKY has been a director of the Company since 1986. He
previously served as Secretary and Treasurer of the Company from 1985 to 1990.
Mr. Bursky has been a Managing Director of Interlaken Capital since May 1980.
Mr. Bursky is a director of PCI and has been Chairman of the Board of Strategic
Distribution since July 1988.

CATHERINE B. JAMES has been a director of the Company since 1994. She has
served as Chief Financial Officer of Strategic Distribution since February 1996,
as Executive Vice President of Strategic Distribution since January 1989 and as
Secretary and Treasurer of Strategic Distribution since December 1989. She has
served as a member of the Board of Directors of Strategic Distribution since
1990. She was Chief Financial Officer of Strategic Distribution from January
1989 until September 1993. Ms. James has been a Managing Director of Interlaken
Capital since January 1990. From 1982 through 1988, she was employed by Morgan
Stanley & Co. Incorporated, serving as a Managing Director in the corporate
finance area during the last two years of her tenure.

32
<PAGE>
JACK H. NUSBAUM became a director of the Company upon the closing of the
Initial Public Offering in June 1996. Mr. Nusbaum is the Chairman of the New
York law firm of Willkie Farr & Gallagher, where he has been a partner for more
than the past twenty-five years. He is also a director of PCI, W.R. Berkley
Corporation, Strategic Distribution, Prime Hospitality Corp. and The Topps
Company, Inc. Mr. Nusbaum is also a trustee of Prep for Prep, the Joseph Collins
Foundation and the Robert Steel Foundation.

JOSHUA A. POLAN has been a director of the Company since 1994. Mr. Polan has
served as an executive officer of Interlaken Capital since June 1988, currently
serving as a Managing Director. He has served as a member of the Board of
Directors of Strategic Distribution since 1988. For more than five years prior
to June 1988, Mr. Polan was a partner in the accounting firm of Touche Ross &
Co.

Mr. Bursky, Ms. James and Mr. Polan were executive officers of Idle Wild
Farm, Inc., a privately owned company that was formerly engaged in the
manufacture of frozen foods which, in October 1993, filed a chapter 11 petition
for reorganization under federal bankruptcy laws. Mr. Bursky was an executive
officer of Blue Lustre Products, Inc., a privately owned company which is
engaged in the sale and leasing of carpet cleaning equipment and other carpet
cleaning products which, in October 1995, filed a chapter 11 petition for
reorganization under federal bankruptcy laws.

The Board of Directors is divided into three classes. One class of directors
will be elected each year at the annual meeting of stockholders for terms of
office expiring after three years. Messrs. Nusbaum and Polan serve in the class
whose terms expire in 1997; Mr. Blaylock, Mr. Bursky and Ms. James serve in the
class whose terms expire in 1998; and Messrs. Kerley, Ziegler and Berkley serve
in the class whose terms expire in 1999. Each director serves until the
expiration of his term and thereafter until his successor is duly elected and
qualified. The classified Board of Directors could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring or making a proposal to acquire, a majority of the outstanding
stock of the Company. Executive officers of the Company are elected annually by
the Board of Directors and serve at their discretion or until their successors
are duly elected and qualified. There are no family relationships among any of
the executive officers and directors of the Company.

The Board of Directors has established a Compensation Committee (the
"Compensation Committee"), which provides recommendations concerning salaries
and incentive compensation for employees of, and consultants to, the Company and
administers the 1994 Stock Option Plan and the 401(k) Plan. The Board of
Directors has also established an Audit Committee, which reviews the results and
scope of the annual audit of the Company's financial statements conducted by the
Company's independent accountants, the scope of other services provided by the
Company's independent accountants, proposed changes in the Company's financial
and accounting standards and principles, and the Company's policies and
procedures with respect to its internal accounting, auditing and financial
controls and makes recommendations to the Board of Directors on the engagement
of the independent accountants, as well as other matters which may come before
the Audit Committee or at the direction of the Board of Directors. The
independent directors comprise a majority of the members of the Audit Committee.

DIRECTORS' ANNUAL COMPENSATION

Members of the Board of Directors who are not officers or employees of the
Company receive $2,500 per meeting and participate in the 1996 Non-Employee
Director Stock Plan. The Company reimburses its Board members for all reasonable
expenses incurred in connection with their attendance at directors' meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is currently composed of Messrs. Berkley, Bursky
and Polan. Mr. Berkley is Chairman of the Board of the Company. Mr. Bursky
served as an executive officer of the Company from 1985 to 1990. Messrs.
Berkley, Bursky and Polan receive compensation for their service as

33
<PAGE>
directors as set forth under "--Directors' Annual Compensation." Mr. Berkley,
Chairman of the Board of the Company, is also Chairman of the Board and a member
of the Compensation Committee of PCI and a director of Strategic Distribution.
Mr. Bursky, an executive officer of Strategic Distribution, serves on the
Compensation Committee of the Company. See "Certain Transactions" for a
description of certain transactions between the Company and certain other
entities, of which Messrs. Berkley, Bursky and Polan are officers, directors or
partners.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation of the
Company's Chief Executive Officer and the four other most highly compensated
executive officers (the "Executive Officer Group") during the fiscal years ended
December 27, 1995 and December 25, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ---------------------
FISCAL OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS/SARS COMPENSATION (2)
- -------------------------------------- ------ -------- -------- ---------------- --------------------- ----------------

<S> <C> <C> <C> <C> <C> <C>
Richard E. Kerley..................... 1996 $225,000 (3) -- 54,000 $44,811
President and CEO 1995 185,000 $125,000 -- -- 1,440

Randall K. Ziegler.................... 1996 193,500 (3) -- 15,000 28,602
Executive Vice President 1995 180,000 52,500 -- -- 1,440

Randy B. Spector...................... 1996 175,000 (3) -- 22,000 39,732
Executive Vice President 1995 155,000 62,500 -- -- 510

Robert F. Barney (4).................. 1996 160,000 (3) 50,362 14,500 4,300
Executive Vice President 1995 60,000 17,500 -- -- --

Nelson A. Barber...................... 1996 132,000 (3) -- 14,500 2,396
Senior Vice President 1995 115,000 52,500 -- -- --
</TABLE>

- ------------------------

(1) Other annual compensation in the form of perquisites and other personal
benefits has been omitted for certain executive officers where the aggregate
amount of such perquisites and other personal benefits was less than
$50,000.

(2) Represents premiums of excess group life insurance (Mr. Kerley - $2,250; Mr.
Ziegler - $1,440; Mr. Spector - $870; Mr. Barney - $2,250; Mr. Barber -
$437) and contributions by the Company to each officer's 401(k) savings plan
(Mr. Kerley - $3,614; Mr. Ziegler - $3,614; Mr. Spector - $3,614; Mr. Barney
- $2,050; Mr. Barber - $1,959). Also represents forgiveness of interest on
promissory notes payable by certain executive officers (Mr. Kerley -
$38,947; Mr. Ziegler - $23,548; Mr. Spector - $35,248) -- see "Certain
Transactions--Employee Notes and Registration."

(3) Bonuses for the fiscal year ended December 25, 1996 have not yet been
awarded, but are expected to be awarded and paid in April 1997.

(4) Mr. Barney became an executive officer of the Company in July 1995.

34
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding options granted to the
Executive Officer Group during the fiscal year ended December 25, 1996.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES OPTIONS GRANTED VALUE(1)
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION ------------------------
NAME OPTIONS GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ------------------------------------- ------------------- ----------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Kerley.................... 54,000 14.2% $ 12.00 6/19/06 $ 407,521 $ 1,032,742

Randall K. Ziegler................... 15,000 3.9 12.00 6/19/06 113,200 286,873

Randy B. Spector..................... 22,000 5.8 12.00 6/19/06 166,027 420,747

Robert F. Barney..................... 14,500 3.8 12.00 6/19/06 109,427 277,310

Nelson A. Barber..................... 14,500 3.8 12.00 6/19/06 109,427 277,310
</TABLE>

- ------------------------

(1) These columns illustrate the hypothetical appreciation in the value of the
stock options under the assumption that the Common Stock, which had a value
per share of $12.00 on the date of grant of the option, appreciates at the
rate of 5% or 10%, respectively, compounded annually for ten years, the term
of the options.

Additionally, on January 7, 1997 the Compensation Committee granted stock
options to purchase 15,000, 7,500, 5,000, 5,000 and 2,500 shares, having an
exercise price of $20.75, to each of Messrs. Kerley, Spector, Barber, Barney and
Ziegler, respectively.

AGGREGATE FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning the number and value
of unexercised stock options held at December 25, 1996 by each member of the
Executive Officer Group. No stock options were exercised by members of the
Executive Officer Group during the fiscal year ended December 25, 1996.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR END FISCAL YEAR END (1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard E. Kerley..................... 15,166 61,584 $ 181,157 $ 434,839
Randall K. Ziegler.................... 5,833 17,917 69,675 130,468
Randy B. Spector...................... 10,500 27,250 125,422 202,961
Robert F. Barney...................... 4,666 16,834 52,422 118,659
Nelson A. Barber...................... 10,500 19,750 125,422 155,148
</TABLE>

- ------------------------

(1) The amounts set forth in this column were calculated using the difference in
the fiscal year-end closing price of the Common Stock, $18.375 per share,
and the exercise price per share.

COMPENSATION PURSUANT TO PLANS

1994 STOCK OPTION PLAN: The Company's Amended and Restated 1994 Stock
Option Plan (the "1994 Stock Plan") is open to participation by directors,
officers and key employees of the Company and its subsidiaries, except members
of the Compensation Committee. The number of shares of Common Stock reserved for
issuance under the 1994 Stock Plan is 569,000 shares. Either incentive stock
options or options that do not qualify as incentive stock options may be granted
under the 1994 Stock Plan. The 1994 Stock Plan expires in November 2004.

35
<PAGE>
The 1994 Stock Plan is administered by the Compensation Committee, which
determines, in its discretion, those persons to be granted options and the
number of options to be received, the times when recipients of options
("Optionees") may exercise the options, the expiration dates of the options and
whether the options will be incentive stock options. The Compensation Committee
may determine the option price of the stock options; provided that (i) the
option price of an incentive stock option may not be less than the fair market
value of the Common Stock on the date of grant and (ii) the option price of an
option which is not an incentive stock option shall not be less than 85% of the
fair market value. Unless an option agreement provides otherwise, in the event
of a Change in Control (as defined in the 1994 Stock Plan) the outstanding
options shall immediately become exercisable. As of February 12, 1997, options
to purchase an aggregate of 456,672 shares of Common Stock under the 1994 Stock
Plan are outstanding.

1996 NON-EMPLOYEE DIRECTOR STOCK PLAN: The 1996 Non-Employee Director Stock
Plan (the "Directors Plan") authorizes the grant of an aggregate of 50,000
shares of Common Stock. Common Stock is granted pursuant to the Directors Plan
only to members of the Board of Directors who are not officers or employees of
the Company ("Non-Employee Directors"). The Directors Plan is administered by
the Compensation Committee. Six members of the Board of Directors are currently
eligible for participation in the Directors Plan, including Mr. Berkley.

Upon consummation of the Initial Public Offering, each Non-Employee Director
was granted 1,250 shares pursuant to the terms of the Directors Plan.
Thereafter, for the remainder of the term of the Directors Plan and provided he
or she remains a director of the Company, on the date of each of the Company's
annual meeting of Stockholders, each Non-Employee Director will be automatically
granted, without further action by the Board of Directors, a number of shares of
Common Stock equal to $15,000 divided by the Fair Market Value (as defined in
the Director's Plan) of one share of Common Stock on the date of grant.

Common Stock granted under the Directors Plan will be restricted and
nontransferable for the period of one year from the date of grant. In the event
that a Non-Employee Director ceases to be a member of the Board of Directors,
other than because of his or her death or Disability (as defined in the
Directors Plan), all shares of Common Stock granted to him or her pursuant to
the Directors Plan whose restrictions have not lapsed shall be forfeited back to
the Company. Upon a Non-Employee Director's death or Disability all restrictions
on shares of Common Stock granted to him pursuant to the Directors Plan shall
lapse and all such shares shall become freely transferable. In the event of a
Change in Control (as defined in the Directors Plan), all restrictions with
respect to shares of Common Stock previously granted pursuant to the Directors
Plan will immediately lapse and all such shares will become immediately
transferable.

36
<PAGE>
CERTAIN TRANSACTIONS

ADVISORY AGREEMENT WITH INTERLAKEN CAPITAL

The Company has paid Interlaken Capital, Inc. ("Interlaken Capital"), a
private investment and consulting firm affiliated with Interlaken Investment
Partners, L.P. ("Interlaken Partners"), a stockholder of the Company, an
advisory fee of $150,000 during each of fiscal 1994, 1995 and 1996, for certain
administrative services provided by Interlaken Capital to the Company. The
Company will pay Interlaken Capital this annual advisory fee after the Offering
pursuant to an advisory services agreement terminable by either party with
respect to the next succeeding calendar year upon two months' notice. Mr.
Berkley, a director of the Company, is the sole owner and President of
Interlaken Capital, and each of Mr. Bursky, Ms. James and Mr. Polan, each a
director of the Company, is a managing director of Interlaken Capital. Messrs.
Berkley and Bursky are also directors of Interlaken Capital. Each of Mr.
Berkley, Mr. Bursky, Ms. James and Mr. Polan, directors of the Company, are
limited partners of Interlaken Management Partners, L.P., the general partner of
Interlaken Partners.

EMPLOYEE NOTES AND REGISTRATION

In 1987 and 1991, Messrs. Kerley, Spector and Ziegler, executive officers of
the Company, purchased Common Stock from the Company in exchange for promissory
notes payable to the Company in the original principal amounts of $86,545,
$77,412 and $34,618 and having outstanding principal amounts of $81,995 and
$74,208, with respect to Messrs. Kerley and Spector, as of February 12, 1997. On
February 12, 1997, Mr. Ziegler repaid the outstanding balance of $32,796 on his
promissory note. In addition, in 1985, Douglas M. Stabler, a former officer of
the Company, and Mr. Ziegler purchased Common Stock with funds borrowed from
Interlaken Capital Partners Limited Partnership ("ICPLP"), of which Messrs.
Berkley and Bursky are general partners, evidenced by notes each in the original
principal amount of $16,779 and having an outstanding principal amount of
$16,779, with respect to Mr. Stabler, as of February 12, 1997. On February 12,
1997, Mr. Ziegler repaid the outstanding balance of $16,779 on his promissory
note. Upon the closing of the Initial Public Offering, pursuant to the terms of
the employee notes to the Company and ICPLP, interest on the notes (aggregating
$38,947 for Mr. Kerley, $35,248 for Mr. Spector, $23,548 for Mr. Ziegler and
$7,970 for Mr. Stabler) was forgiven and interest thereafter ceased to accrue.
In addition, the employee notes were amended to extend their maturity for three
years. The Company agreed to file a shelf registration statement under the
Securities Act after the first anniversary of the Initial Public Offering
covering the sale of shares of Common Stock held by Messrs. Kerley, Ziegler,
Spector and Stabler, which would entitle them to sell such shares within the
volume limitations of Rule 144 under the Securities Act. The Company
subsequently agreed to file such registration statement promptly after the
closing of the Follow-On Offering. The Company has filed the Registration
Statement of which this Prospectus is a part in satisfaction of such obligation.
The Shares held by Messrs. Kerley, Spector, Ziegler and Stabler are subject to
lock-up agreements with the Underwriters in the Follow-On Offering, restricting
the sale or other disposition of such Shares prior to May 7, 1997 without the
consent of Montgomery Securities. See "Principal and Selling Stockholders" and
"Description of Capital Stock--Registration Rights." The Company believes these
arrangements assist it in retaining qualified management personnel.

BANK OF AMERICA AND ING ARRANGEMENTS

In April 1993, the Company entered into a subordinated loan agreement with
Continental Bank, N.A. (now known as Bank of America Illinois ("BAI")) pursuant
to which the Company sold $8.5 million of its variable rate subordinated notes
and issued warrants to acquire 733,467 shares of non-voting common stock at an
exercise price of $4.93 per share and warrants to acquire 133,763 shares of
non-voting common stock at an exercise price of $.01 per share. The notes are
due April 30, 2001 with mandatory principal payments of $2,125,000 due on April
30 of each year commencing in 1998 and ending in 2001. In connection with the
amendment to the Company's credit agreement in April 1995, a $2.0 million
prepayment of principal was made, reducing the 1998 mandatory prepayment to
$125,000. On April 21,

37
<PAGE>
1995, the rate of interest was reset at 12.79% for the remainder of the term of
the notes. BAI agreed in April 1995 to reduce the number of shares of Common
Stock represented by certain of the warrants. In addition, the terms of certain
of the warrants provided for a reduction in the number of shares issuable upon
exercise thereof in the event the Company satisfied certain financial
conditions.

On March 22, 1996, in connection with the transfer by BAI of the $6.5
million variable rate subordinated notes to ING Capital Corp. ("ING"), BAI
transferred to ING one-half of its warrants to acquire shares of non-voting
common stock at an exercise price of $4.93 per share and one-half of its
warrants to acquire shares of non-voting common stock at an exercise price of
$.01 per share. All warrants held by BAI and ING were repurchased by the Company
upon the closing of the Initial Public Offering.

FANFARE FINANCING

In connection with the financing of the acquisition of Fanfare in 1993, the
Company issued to The Berkley Family Limited Partnership (the "Partnership")
15,650 shares of Series A Convertible Preferred Stock, a warrant to acquire
21,294 shares of Common Stock at an exercise price of $4.93 per share and a
warrant to acquire 81,613 shares of Common Stock at an exercise price of $0.01
per share. In addition, the Company issued to GRD Corporation ("GRD") 86,942
shares of Series A Convertible Preferred Stock, a warrant to acquire 118,307
shares of Common Stock at an exercise price of $4.93 per share and a warrant to
acquire 453,432 shares of Common Stock at an exercise price of $0.01 per share
(collectively, the "Fanfare Financing"). The consideration for the issuance and
sale of such securities to the Partnership consisted of the reduction of
$539,925 in principal amount of a promissory note made by the Company and
payable to the Partnership, and the consideration for the issuance and sale of
such securities to GRD was $2,999,499. In connection with the Fanfare Financing,
the Company granted the Partnership and GRD certain registration rights relating
to the shares of Common Stock owned by them. Upon the closing of the Initial
Public Offering, the shares of Series A Convertible Preferred Stock held by the
Partnership and GRD were converted into 109,550 and 608,594 shares of Common
Stock, respectively. All shares issuable upon exercise of the warrants issued to
the Partnership and GRD were sold in the Initial Public Offering, except for
warrants to acquire 133,756 shares, which were canceled pursuant to their terms.
See "Description of Capital Stock--Warrants and Convertible Notes" and
"--Registration Rights."

INTERLAKEN PARTNERS INVESTMENT

In April 1995, Interlaken Partners purchased 31,579 shares of Series A
Convertible Preferred Stock from the Company for a price of $47.50 per share.
Upon the closing of the Initial Public Offering, the shares of Series A
Convertible Preferred Stock held by Interlaken Partners were converted into
221,053 shares of Common Stock. In connection with the April 1995 financing, the
Company granted Interlaken Partners certain registration rights relating to the
shares acquired by it. See "Description of Capital Stock--Registration Rights."

OTHER

The Company has retained the law firm of Willkie Farr & Gallagher as its
counsel with respect to certain matters, including the Offering, and anticipates
it will continue to do so in the future. Mr. Nusbaum, a director of the Company,
is the Chairman of Willkie Farr & Gallagher. See "Legal Matters."

Fine Host is a participating employer in the Interlaken Capital Retirement
401(k) Savings Plan.

The Company believes that all transactions between the Company and its
officers, directors and principal stockholders or affiliates thereof, in light
of the circumstances of the transactions, have been and will in the future be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties. Such transactions will in the future be subject to the approval
of a majority of the disinterested directors of the Company.

38
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with regard to the
beneficial ownership of the Common Stock as of February 12, 1997 by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company and each member of the
Executive Officer Group, (iii) all directors and officers of the Company as a
group and (iv) each Selling Stockholder. Except as otherwise noted, the named
beneficial owner has sole voting and investment power.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING MAXIMUM
(1) NO. OF
NAME AND ADDRESS ----------------------- SHARES
OF BENEFICIAL OWNER SHARES PERCENTAGE OFFERED
--------------------- ---------- ----------- -----------
<S> <C> <C> <C>
William R. Berkley.............................................. 1,001,250 11.2% --
165 Mason Street
Greenwich, CT 06830
The LGT Asset Group(2).......................................... 487,700 5.4% --
1166 Avenue of the Americas
New York, NY 10036
Massachusetts Financial Services Company(3)..................... 450,500 5.0% --
500 Boylston Street
Boston, MA 02116
Richard E. Kerley............................................... 70,166(4) * 70,000
Randall K. Ziegler.............................................. 60,833(5) * 55,000
Randy B. Spector................................................ 56,500(6) * 56,000
Robert F. Barney................................................ 5,666(7) * --
Nelson A. Barber................................................ 750(8) * --
Ronald E. Blaylock.............................................. 1,250 * --
Andrew M. Bursky................................................ 53,750 * --
Catherine B. James.............................................. 34,750 * --
Jack H. Nusbaum................................................. 6,250 * --
Joshua A. Polan................................................. 39,250 * --
Douglas M. Stabler.............................................. 52,500(9) * 42,000
William C. Smitherman
and Joann McBride Smitherman.................................. 17,500 * 17,500
James E. McBride................................................ 8,400 * 8,400
All directors and executive officers as a group
(13 persons).................................................. 1,330,415 10) 14.8% 248,900
</TABLE>

- ------------------------

* Less than 1%.

(1) Under the rules of the Securities and Exchange Commission, shares are deemed
to be "beneficially owned" by a person if such person directly or indirectly
has or shares (i) the power to vote or dispose of such shares, whether or
not such person has any pecuniary interest in such shares, or (ii) the right
to acquire the power to vote or dispose of such shares within 60 days,
including any right to acquire through the exercise of any option, warrant
or right.

(2) The LGT Asset Group is comprised of Chancellor LGT Asset Management, Inc.,
Chancellor LGT Trust Company and LGT Asset Management, Inc. The business
address of LGT Asset Management, Inc. is 50 California Street, San
Francisco, California 94111. The business address of the other members of
the LGT

39
<PAGE>

Asset Group is 1166 Avenue of the Americas, New York, New York 10036.
Information regarding the LGT Asset Group has been obtained by the Company
from a Schedule 13G filed by the LGT Asset Group with the Securities and
Exchange Commission on or about February 7, 1997, reporting beneficial
ownership of Common Stock as of December 31, 1996.

(3) Information regarding Massachusetts Financial Services Company ("MFS") has
been obtained by the Company from a Schedule 13G filed by MFS with the
Securities and Exchange Commission on February 11, 1997, reporting
beneficial ownership of Common Stock as of December 31, 1996.

(4) Includes 166 shares of Common Stock issuable upon exercise of stock options.

(5) Includes 5,833 shares of Common Stock issuable upon exercise of stock
options.

(6) Includes 500 shares of Common Stock issuable upon exercise of stock options.

(7) Includes 4,666 shares of Common Stock issuable upon exercise of stock
options.

(8) Consists of 750 shares of Common Stock issuable upon exercise of stock
options.

(9) Includes 10,500 shares of Common Stock issuable upon exercise of stock
options.

(10) Includes 11,915 shares of Common Stock issuable upon exercise of stock
options beneficially owned by directors and executive officers of the
Company.

The Shares offered by Messrs. Kerley, Spector, Ziegler and Stabler pursuant
to this Prospectus were purchased by such Selling Stockholders in exchange for
promissory notes payable to the Company and ICPLP. The Company agreed to file a
shelf registration statement under the Securities Act after the first
anniversary of the Initial Public Offering covering the sale of such Shares,
which would entitle such Selling Stockholders to sell the Shares within the
volume limitations of Rule 144 under the Securities Act. The Company
subsequently agreed to file such registration statement promptly after the
closing of the Follow-On Offering, which closed on February 12, 1997. The
Company has filed the Registration Statement of which this Prospectus is a part
in satisfaction of such obligation. The Shares held by such Selling Stockholders
are subject to lock-up agreements with the Underwriters in the Follow-On
Offering, restricting the sale or other disposition of such Shares prior to May
7, 1997 without the consent of Montgomery Securities. See "Certain
Transactions--Employee Notes and Registration." Messrs. Kerley, Spector and
Ziegler are executive officers of the Company and Mr. Stabler was an executive
officer of the Company until May 1996. The Shares offered by William C.
Smitherman and Joann McBride Smitherman and James E. McBride pursuant to this
Prospectus were issued to such Selling Stockholders in connection with the
acquisition of Sun West in March 1996.

Because the Selling Stockholders may offer pursuant to this Prospectus all
or some part of the 248,900 Shares to which this Prospectus relates, and because
the Offering may or may not be an underwritten offering on a firm commitment
basis, no estimate can be given as of the date hereof as to the number of Shares
to be offered for sale by the Selling Stockholders or as to the number of shares
of Common Stock that will be held by the Selling Stockholders upon termination
of the Offering. See "Plan of Distribution."

40
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company currently consists of 25,000,000
shares of Common Stock, par value $.01 per share, and 1,000,000 shares of
Preferred Stock, par value $.01 per share. Upon the closing of the Offering,
there will be 8,955,766 shares of Common Stock and no shares of Preferred Stock
outstanding.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in all matters to
be voted on by the stockholders of the Company and do not have cumulative voting
rights. Subject to preferences that may be applicable to any Preferred Stock
outstanding at the time, holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See "Dividend Policy." In the
event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of the Company's liabilities and the liquidation preference, if any, of any
outstanding Preferred Stock. All of the outstanding shares of Common Stock are,
and the shares offered by the Company in the Offering will be, when issued and
paid for, fully paid and non-assessable. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.

PREFERRED STOCK

The Board of Directors has the authority, without any further vote or action
by the stockholders, to provide for the issuance of up to 1,000,000 shares of
Preferred Stock from time to time in one or more series with such designations,
rights, preferences and limitations as the Board of Directors may determine,
including the consideration received therefor. The Board also has the authority
to determine the number of shares comprising each series, dividend rates,
redemption provisions, liquidation preferences, sinking fund provisions,
conversion rights and voting rights without approval by the holders of Common
Stock. Although it is not possible to state the effect that any issuance of
Preferred Stock might have on the rights of holders of Common Stock, the
issuance of Preferred Stock may have one or more of the following effects: (i)
to restrict Common Stock dividends if Preferred Stock dividends have not been
paid, (ii) to dilute the voting power and equity interest of holders of Common
Stock to the extent that any series of Preferred Stock has voting rights or is
convertible into Common Stock or (iii) to prevent current holders of Common
Stock from participating in the Company's assets upon liquidation until any
liquidation preferences granted to holders of Preferred Stock are satisfied. In
addition, the issuance of Preferred Stock may, under certain circumstances, have
the effect of discouraging a change in control of the Company by, for example,
granting voting rights to holders of Preferred Stock that require approval by
the separate vote of the holders of Preferred Stock for any amendment to the
Restated Certificate or any reorganization, consolidation, merger or other
similar transaction involving the Company. As a result, the issuance of such
Preferred Stock may discourage bids for the Common Stock at a premium over the
market price therefor, and could have a materially adverse effect on the market
value of the Common Stock. See "Risk Factors-- Anti-Takeover Effect of Certain
Charter and By-Law Provisions."

WARRANTS AND CONVERTIBLE NOTES

Warrants to acquire an aggregate of 133,756 shares of Common Stock, at an
exercise price of $.01 per share (the "Warrants"), were canceled pursuant to
their terms as a result of the Company's consolidated net income before income
taxes (as set forth in the Warrants) exceeding $5.9 million for the fiscal year
ended December 25, 1996. The Warrants were not exercisable before April 15,
1997. In connection with

41
<PAGE>
the acquisition of Ideal, the Company issued to the sellers subordinated notes
in the aggregate principal amount of $1,420,000, which are convertible into
shares of Common Stock at a price of $15 per share, or an aggregate of 94,667
shares of Common Stock as of the date of issuance. As of February 12, 1997, the
principal amount of the notes is equal to $1,282,500, convertible into an
aggregate of 85,500 shares.

REGISTRATION RIGHTS

In connection with the issuance and sale of the Warrants and the Series A
Convertible Preferred Stock, the Company entered into two registration rights
agreements (the "Registration Rights Agreements") with Continental Bank N.A.
(whose shares were subsequently acquired by BAI), GRD and William R. Berkley,
and Interlaken Partners (collectively, the "Holders"). The Holders are entitled,
with respect to 1,000,000 shares, to demand up to three registrations, the
expenses of which will be borne by the Company. In addition, the Holders have
incidental or "piggyback" registration rights with respect to certain
registrations of equity securities by the Company. The registration rights are
not available if the shares of Common Stock then held by the Holder can be sold
in any 90-day period pursuant to Rule 144 under the Securities Act (without
giving effect to the provisions of Rule 144(k)).

As part of one of the Registration Rights Agreements, each of Continental
Bank N.A. and GRD also agreed to provide the Company and certain stockholders
with a right of first offer in the event such Holder decides to sell any Warrant
or shares of Common Stock issuable upon exercise of the Warrants.

In addition, an aggregate of 85,500 shares underlying convertible
subordinated notes issued by the Company in connection with the acquisition of
Ideal are subject to demand and piggyback registration rights beginning after
June 25, 1997.

LIMITATIONS ON DIRECTORS' LIABILITY

The Restated Certificate and By-laws limit the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, including gross negligence, except
liability for (i) breach of the directors' duty of loyalty, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) the unlawful payment of a dividend or unlawful stock
purchase or redemption and (iv) any transaction from which the director derives
an improper personal benefit. Delaware law does not permit a corporation to
eliminate a director's duty of care, and this provision of the Company's
Restated Certificate has no effect on the availability of equitable remedies,
such as injunction or rescission, based upon a director's breach of the duty of
care.

These provisions do not limit liability under state or federal securities
laws. The Company believes that these provisions assist the Company in
attracting and retaining qualified individuals to serve as directors.

CLASSIFIED BOARD OF DIRECTORS; PREFERRED STOCK

The Restated Certificate provides for a classified Board of Directors and
authorizes the issuance of Preferred Stock without stockholder approval and upon
such terms as the Board of Directors may determine. These provisions may have
the effect of making it difficult for a third party to acquire, or of
discouraging a third party from acquiring or making a proposal to acquire, a
majority of the outstanding stock of the Company. The rights of the holders of
Common Stock would be subject to, and may be adversely affected by, the rights
of holders of Preferred Stock that may be issued in the future. The Company has
no present plans to issue any shares of Preferred Stock. See "Description of
Capital Stock-- Preferred Stock" and "Risk Factors--Anti-Takeover Effect of
Certain Charter and By-Law Provisions."

42
<PAGE>
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Under Section 203, certain "business
combinations" between a Delaware corporation whose stock generally is publicly
traded or held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the date that such
a stockholder became an interested stockholder, unless (i) the corporation has
elected in its original certificate of incorporation not to be governed by
Section 203 (the Company did not make such an election), (ii) the business
combination was approved by the Board of Directors of the corporation before the
other party to the business combination became an interested stockholder, (iii)
upon consummation of the transaction that made it an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee benefit plans in which
the employees do not have a confidential right to tender or vote stock held by
the plan) or (iv) the business combination was approved by the Board of
Directors of the corporation and ratified by two-thirds of the voting stock
which the interested stockholder did not own. The three-year prohibition also
does not apply to certain business combinations proposed by an interested
stockholder following the announcement or notification of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of the majority of the corporation's
directors. The term "business combination" is defined generally to include
mergers or consolidations between a Delaware corporation and an "interested
stockholder," transactions with an "interested stockholder" involving the assets
or stock of the corporation or its majority-owned subsidiaries and transactions
which increase an interested stockholder's percentage ownership of stock. The
term "interested stockholder" is defined generally as a stockholder who,
together with affiliates and associates, owns (or, within three years prior, did
own) 15% or more of a Delaware corporation's voting stock. Section 203 could
prohibit or delay a merger, takeover or other change in control of the Company
and therefore could discourage attempts to acquire the Company.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar of the Common Stock is Continental Stock
Transfer and Trust Company.

INCLUSION IN THE NASDAQ NATIONAL MARKET

The Common Stock is quoted on the Nasdaq National Market under the symbol
"FINE."

43
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

As of February 12, 1997, the Company had outstanding 8,955,766 shares of
Common Stock. Of such outstanding shares, 7,818,266 shares (including the
248,900 Shares to which this Offering relates) will be freely tradeable in the
United States without restriction under the Securities Act, except that shares
purchased by an "affiliate" of the Company, within the meaning of the rules and
regulations adopted under the Securities Act, may be subject to resale
restrictions. Certain of the Selling Stockholders, representing 223,000 of the
248,900 Shares offered by this Prospectus, have agreed, however, to sell their
Shares subject to the volume limitations of Rule 144. Further, 223,000 of the
Shares are subject to the lock-up agreements discussed below. The remaining
outstanding shares may not be sold unless they are registered under the
Securities Act or they are sold in accordance with Rule 144 under the Securities
Act or some other exemption from such registration requirement. As those
restrictions under the Securities Act lapse, such shares may be sold to the
public pursuant to Rule 144.

The Company and certain of its executive officers, directors and
stockholders have agreed that, prior to May 7, 1997 (90 days after the date of
the Prospectus relating to the Follow-On Offering)(the "lock-up period"), they
will not dispose of any shares of Common Stock or securities convertible or
exchangeable into or exercisable for any shares of Common Stock without the
prior written consent of Montgomery Securities. Upon the expiration of the
lock-up period (or earlier with the consent of Montgomery Securities), 1,095,500
restricted shares will become eligible for sale subject to the provisions of
Rule 144.

In general, under Rule 144, subject to certain conditions with respect to
the manner of sale, the availability of current public information concerning
the Company and other matters, each of the existing stockholders who has
beneficially owned shares of Common Stock for at least two years is entitled to
sell within any three month period that number of such shares which does not
exceed the greater of 1% of the total number of then outstanding shares of
Common Stock (approximately 85,558 shares as of February 12, 1997) or the
average weekly trading volume of shares of Common Stock during the four calendar
weeks preceding the date on which notice of the proposed sale is sent to the
Securities and Exchange Commission (the "Commission"). Moreover, each of the
existing stockholders who is not deemed to be an affiliate of the Company at the
time of the proposed sale and who has beneficially owned his or her shares of
Common Stock for at least three years is entitled to sell such shares under Rule
144(k) without regard to such volume limitations.

The holders of approximately 1,085,500 shares, including shares issuable
upon the exercise of warrants and convertible notes, are entitled to certain
registration rights with respect to their shares. See "Description of Capital
Stock--Registration Rights."

Prior to the Offering, there has been a limited public market history. There
can be no assurance that future market prices for the shares will equal or
exceed the price to public set forth on the cover page of this Prospectus. No
prediction can be made as to the effect, if any, that future sales of shares of
Common Stock, or the availability of shares of Common Stock for future sale, to
the public will have on the market price of the Common Stock prevailing from
time to time. Sales of substantial amounts of presently outstanding or
subsequently issued stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock and could impair
the Company's ability to raise capital in the future through an offering of its
additional shares of Common Stock that may be offered for sale or sold to the
public in the future.

44
<PAGE>
PLAN OF DISTRIBUTION

Any or all of the Shares may be sold from time to time to purchasers
directly by any of the Selling Stockholders. The Shares may also be offered in
one or more underwritten offerings, on a firm commitment or best efforts basis.
The Company will receive no proceeds from the sale of the Shares by the Selling
Stockholders.

The Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. Such prices will be determined by the
Selling Stockholder or by agreement between such Selling Stockholder and the
Selling Stockholder's underwriters, dealers, brokers or agents.

Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of underwriting
discounts, concessions, commissions or fees from the Selling Stockholder and/or
purchasers of Shares, for whom they may act. In addition, the Selling
Stockholder and any such underwriters, dealers, brokers or agents that
participate in the distribution of Shares may be deemed to be underwriters under
the Securities Act, and any profits on the sale of Shares by them and any
discounts, commissions or concessions received by any of such persons may be
deemed to be underwriting discounts and commissions under the Securities Act.
Those who act as underwriter, broker, dealer or agent in connection with the
sale of Shares will be selected by the Selling Stockholder and may have other
business relationships with the Company and its subsidiaries or affiliates in
the ordinary course of business.

At any time a particular offer of Shares is made by any Selling Stockholder,
a supplement to this Prospectus will be distributed, if required, which will set
forth the aggregate amount of Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from the
Selling Stockholder and any discounts, commissions and concessions allowed or
reallowed or paid to dealers. Such Prospectus supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Shares.

Any Shares covered by this Prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospecutus.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Willkie Farr & Gallagher, New York, New York. Jack H. Nusbaum,
Chairman of Willkie Farr & Gallagher, is a director of the Company and
beneficially owns 6,250 shares of Common Stock.

EXPERTS

The financial statements as of December 28, 1994 and December 27, 1995 and
for each of the three years in the period ended December 27, 1995 of Fine Host
included in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public facilities

45
<PAGE>
of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at its regional offices in Chicago
(Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60611),
and in New York (Seven World Trade Center, New York, New York 10007). Any
interested party may obtain copies of all or any portion of the Registration
Statement at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, such as the Company, that file electronically with the
Commission. Any interested party may access such information at Web site
http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act, with respect to the Shares. For the purposes
hereof, the term "Registration Statement" means the original Registration
Statement and any and all amendments thereto, including the schedules and
exhibits to such original Registration Statement or any such amendment. This
Prospectus does not contain all of the information set forth in the Registration
Statement, to which reference hereby is made. Each statement made in this
Prospectus concerning a document filed as an exhibit to the Registration
Statement is qualified in its entirety by reference to such exhibit for a
complete statement of its provisions. Any interested party may inspect the
Registration Statement, without charge, at the public reference facilities of
the Commission as described in the previous paragraph.

46
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------

<S> <C>
Independent Auditors' Report............................................................................. F-2

Consolidated Balance Sheets as of December 28, 1994 and December 27, 1995................................ F-3

Consolidated Statements of Income for the fiscal years ended December 29, 1993, December 28, 1994 and
December 27, 1995...................................................................................... F-4

Consolidated Statements of Stockholders' Equity for the fiscal years ended December 29, 1993, December
28, 1994 and December 27, 1995......................................................................... F-5

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 1993, December 28, 1994 and
December 27, 1995...................................................................................... F-6

Notes to Consolidated Financial Statements............................................................... F-7

Consolidated Balance Sheets as of December 27, 1995 and September 25, 1996 (unaudited)................... F-23

Unaudited Consolidated Statements of Income for the nine months ended September 27, 1995 and September
25, 1996............................................................................................... F-24

Unaudited Consolidated Statements of Stockholders' Equity for the nine months ended September 27, 1995
and September 25, 1996................................................................................. F-25

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 27, 1995 and
September 25, 1996..................................................................................... F-26

Notes to Unaudited Consolidated Financial Statements..................................................... F-27
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
FINE HOST CORPORATION

We have audited the accompanying consolidated balance sheets of Fine Host
Corporation and subsidiaries (the "Company") as of December 28, 1994 and
December 27, 1995, and the consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
27, 1995. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well a evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Fine Host Corporation and
subsidiaries as of December 28, 1994 and December 27, 1995 and the results of
their operations and their cash flows for each of the three years in the period
ended December 27, 1995 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
New York, New York
May 24, 1996 (June 25, 1996 as to Note 18)

F-2
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 28, 1994 DECEMBER 27, 1995
----------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash..................................................................... $ 1,532 $ 634
Accounts receivable...................................................... 6,750 7,548
Notes receivable......................................................... 1,964 520
Inventories.............................................................. 2,218 2,099
Prepaid expenses and other current assets................................ 2,121 1,893
------- -------
Total current assets................................................. 14,585 12,694

Contract rights, net....................................................... 9,715 12,866
Fixtures and equipment, net................................................ 13,372 15,829
Notes receivable........................................................... 2,059 1,391
Excess of cost over fair value of net assets acquired, net................. 10,455 13,406
Other assets............................................................... 2,967 4,395
------- -------
Total assets......................................................... $ 53,153 $ 60,581
------- -------
------- -------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses.................................... $ 13,565 $ 12,467
Current portion of long-term debt........................................ 3,738 2,981
Current portion of subordinated debt..................................... 1,338 1,745
------- -------
Total current liabilities............................................ 18,641 17,193

Deferred income taxes...................................................... 5,004 6,421
Long-term debt............................................................. 8,289 15,326
Subordinated debt.......................................................... 12,153 8,879
------- -------
Total liabilities.................................................... 44,087 47,819

Commitments and contingencies

Stock warrants............................................................. 480 1,380

Stockholders' equity:
Convertible Preferred Stock, $.01 par value, 250,000 shares authorized,
102,592 and 134,171 issued and outstanding at December 28, 1994 and
December 27, 1995, respectively........................................ 1 1
Common Stock, $.01 par value, 7,000,000 shares authorized, 2,048,200
issued and outstanding................................................. 20 20
Additional paid-in capital............................................... 7,433 8,933
Retained earnings........................................................ 1,321 2,617
Receivables from stockholders for purchase of Common Stock............... (189) (189)
------- -------
Total stockholders' equity........................................... 8,586 11,382
------- -------
Total liabilities and stockholders' equity......................... $ 53,153 $ 60,581
------- -------
------- -------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
----------------------------------------
DECEMBER 29, DECEMBER 28, DECEMBER 27,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Net sales............................................................. $ 61,212 $ 82,119 $ 95,462
Cost of sales......................................................... 55,816 73,833 85,576
------------ ------------ ------------
Gross profit.......................................................... 5,396 8,286 9,886
General and administrative expenses................................... 2,649 3,406 3,626
------------ ------------ ------------
Income from operations................................................ 2,747 4,880 6,260
Interest expense, net................................................. 834 1,629 2,479
------------ ------------ ------------
Income before tax provision and extraordinary item.................... 1,913 3,251 3,781
Tax provision......................................................... 829 1,385 1,585
------------ ------------ ------------
Income before extraordinary item...................................... 1,084 1,866 2,196
Extraordinary item (net of related tax benefit of $74)................ 112 -- --
------------ ------------ ------------
Net income............................................................ 972 1,866 2,196
Accretion to redemption value of warrants (Note 2).................... (230) (250) (900)
------------ ------------ ------------
Net income available to Common Stockholders........................... $ 742 $ 1,616 $ 1,296
------------ ------------ ------------
------------ ------------ ------------
Earnings per share of Common Stock:
Income before extraordinary item.................................... $ 0.28 $ 0.50 $ 0.39
Extraordinary item.................................................. (0.04) -- --
------------ ------------ ------------
Net income.......................................................... $ 0.24 $ 0.50 $ 0.39
------------ ------------ ------------
------------ ------------ ------------
Average number of shares of Common Stock outstanding.................. 3,087 3,230 3,307
------------ ------------ ------------
------------ ------------ ------------
Earnings per share assuming full dilution:
Income before extraordinary item.................................... $ 0.28 $ 0.49 $ 0.39
Extraordinary item.................................................. (0.04) -- --
------------ ------------ ------------
Net income.......................................................... $ 0.24 $ 0.49 $ 0.39
------------ ------------ ------------
------------ ------------ ------------
Average number of shares of Common Stock outstanding assuming full
dilution............................................................ 3,087 3,287 3,330
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
RECEIVABLES
FROM
CONVERTIBLE PREFERRED STOCKHOLDERS
STOCK COMMON STOCK ADDITIONAL RETAINED FOR PURCHASE
---------------------- ----------------------- PAID-IN EARNINGS OF COMMON
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) STOCK
--------- ----------- ---------- ----------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 30, 1992................. $ 2,048,200 $ 20 $ 3,940 $ (1,037) $ (197)
Shares issued............................ 102,592 1 3,493
Stock warrant accretion.................. (230)
Payments by stockholders................. 8
Net income............................... 972
--------- ----- ---------- --- ----------- --------- -----
Balance, December 29, 1993................. 102,592 1 2,048,200 20 7,433 (295) (189)
Stock warrant accretion.................. (250)
Net income............................... 1,866
--------- ----- ---------- --- ----------- --------- -----
Balance, December 28, 1994................. 102,592 1 2,048,200 20 7,433 1,321 (189)
Stock warrant accretion.................. (900)
Shares issued............................ 31,579 1,500
Net income............................... 2,196
--------- ----- ---------- --- ----------- --------- -----
Balance, December 27, 1995................. 134,171 $ 1 2,048,200 $ 20 $ 8,933 $ 2,617 $ (189)
--------- ----- ---------- --- ----------- --------- -----
--------- ----- ---------- --- ----------- --------- -----

TOTAL
STOCKHOLDERS'
EQUITY
------------
<S> <C>
Balance, December 30, 1992................. $ 2,726
Shares issued............................ 3,494
Stock warrant accretion.................. (230)
Payments by stockholders................. 8
Net income............................... 972
------------
Balance, December 29, 1993................. 6,970
Stock warrant accretion.................. (250)
Net income............................... 1,866
------------
Balance, December 28, 1994................. 8,586
Stock warrant accretion.................. (900)
Shares issued............................ 1,500
Net income............................... 2,196
------------
Balance, December 27, 1995................. $ 11,382
------------
------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
----------------------------------------
DECEMBER 29, DECEMBER 28, DECEMBER 27,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 972 $ 1,866 $ 2,196
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................ 1,609 2,379 3,804
Deferred income tax provision............................................ 738 1,359 1,536
Changes in operating assets and liabilities:
Accounts receivable.................................................... (279) (2,238) (372)
Inventories............................................................ (164) (367) 306
Prepaid expenses and other current assets.............................. (301) (1,001) (473)
Accounts payable and accrued expenses.................................. 1,313 2,100 (2,627)
Increase in other assets................................................... (123) (1,528) (1,399)
------------ ------------ ------------
Net cash provided by operating activities................................ 3,765 2,570 2,971
------------ ------------ ------------
Cash flows from investing activities:
Increase in contract rights................................................ (2,039) (234) (3,446)
Purchases of fixtures and equipment........................................ (974) (6,303) (3,329)
Disposal of fixed assets................................................... 349 -- --
Acquisition of business, net of cash acquired.............................. (6,662) (777) (3,478)
Collection of notes receivable............................................. 1,657 548 2,129
Issuance of notes receivable............................................... -- (2,280) --
------------ ------------ ------------
Net cash used in investing activities.................................... (7,669) (9,046) (8,124)
------------ ------------ ------------
Cash flows from financing activities:
Issuance of convertible preferred stock.................................... 2,954 -- 1,500
Borrowings under long-term debt agreement.................................. 1,017 10,739 8,580
Issuance of subordinated debt.............................................. 8,500 -- --
Payment of long-term debt.................................................. (9,742) (1,529) (2,300)
Payment of subordinated debt............................................... -- (1,578) (3,525)
Collection of subscriptions receivable..................................... 8 -- --
------------ ------------ ------------
Net cash provided by financing activities................................ 2,737 7,632 4,255
------------ ------------ ------------
(Decrease) increase in cash................................................ (1,167) 1,156 (898)
Cash, beginning of year.................................................... 1,543 376 1,532
------------ ------------ ------------
Cash, end of year.......................................................... $ 376 $ 1,532 $ 634
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. DESCRIPTION OF BUSINESS

Fine Host Corporation and its subsidiaries (the "Company") is a provider of
contract food service management to recreation and leisure facilities, which
include civic centers, arenas, stadiums and amphitheaters, convention centers,
education facilities and corporate dining facilities primarily in the United
States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION--The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany transactions and accounts have been eliminated.

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

CONTRACT RIGHTS--Certain directly attributable costs, primarily direct
payments to clients to acquire contracts and costs of licenses and permits,
incurred by the Company in obtaining contracts with clients are recorded as
contract rights and are amortized over the contract life of each such contract
without consideration of future renewals. The costs of licenses and permits are
amortized over the shorter of the related contract life or the term of the
license/permit. The unamortized value of such capitalized costs was $8,155 at
December 27, 1995, consisting of costs related to 34 contracts. Contract rights
are being amortized over a range of 3 to 20 years, with an average amortization
period of 8 years as of December 27, 1995. Licenses and permits are being
amortized over a range of 3 to 10 years. The value of contract rights acquired
through acquisitions has been determined through independent valuation based on
projected cash flows discounted at a rate that market participants would use to
determine fair value and is being amortized over the projected lives as
determined through the valuation process, with an average amortization period of
10 years as of December 27, 1995. The unamortized value of contract rights
acquired through acquisitions was $4,711 at December 27, 1995, consisting of
rights relating to 65 contracts. Accumulated amortization was $2,237 and $3,949
at December 28, 1994 and December 27, 1995, respectively. The carrying value of
the asset would be reduced if it is probable that management's best estimate of
future cash flows from related operations over the remaining amortization
period, on an undiscounted basis, will be less than the carrying amount of the
asset, plus allocated goodwill if acquired in a business combination. Any such
impairment loss would be measured as the amount by which the carrying value of
the asset exceeds the fair value determined as the present value of estimated
expected future cash flow discounted at a rate that market participants would
use to determine fair value.

FIXTURES AND EQUIPMENT--Acquisitions of fixtures and equipment are recorded
at cost and are depreciated using the straight line method over the shorter of
estimated useful lives of the assets or the term of the customer concession and
catering contract. Fixtures and equipment is periodically reviewed to determine
recoverability by comparing the carrying value to expected future cash flows.

F-7
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED--The excess of cost
over fair value of net assets acquired is amortized using the straight line
method over periods generally ranging from 20 to 30 years. Accumulated
amortization was $512 and $848 at December 28, 1994 and December 27, 1995,
respectively. The carrying value of the net asset would be reduced if it is
probable that management's best estimate of future cash flows from related
operations, on an undiscounted basis, will be less than the carrying amount of
the asset over the remaining amortization period. Any such impairment loss would
be measured as the amount by which the carrying value of the asset exceeds the
fair value determined as the present value of estimated expected future cash
flow.

REVENUE RECOGNITION AND COST OF SALES--Sales from food and beverage
concession and catering contract food services are recognized as the services
are provided.

The Company generally enters into one of three types of contracts for its
food services: profit and loss contracts ("P&Ls"), profit sharing contracts and
management fee contracts. Under P&L contracts, all food and beverage sales are
recorded in net sales. P&Ls require the Company to bear all the expenses of the
operation, including rent paid to the client (usually calculated as a fixed
percentage of various categories of sales). Under the profit sharing contracts,
the Company receives a percentage of profits earned at the facility after the
payment of all expenses of the operation plus a fixed fee or percentage of sales
as an administrative fee. Under this type of contract, the fixed and
administrative fees and all food and beverage sales generated at a location are
recorded in net sales. Management fee contracts provide for a fixed fee. Fine
Host is also reimbursed for all of its on-site expenses incurred in providing
food and beverage services under management fee contracts. Certain of the
Company's management fee contracts provide for an additional incentive fee based
on a percentage of sales over a base threshold level. In the case of a
management fee contract, the Company records only the fixed and incentive fee,
if any, as net sales.

Cost of sales is composed of the following:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
-------------------------------
<S> <C> <C> <C>
1993 1994 1995
--------- --------- ---------
Wages and benefits............................................................... $ 14,011 $ 20,079 $ 27,024
Food and beverages............................................................... 13,733 18,463 24,670
Rent paid to clients............................................................. 21,270 25,345 22,035
Other operating expenses......................................................... 5,193 7,567 8,259
Depreciation and amortization.................................................... 1,609 2,379 3,588
--------- --------- ---------
$ 55,816 $ 73,833 $ 85,576
--------- --------- ---------
--------- --------- ---------
</TABLE>

P&L and profit sharing contracts include all on-site costs for the above
items. Management fee contracts include only the amortization of invested
capital.

INCOME TAXES--Deferred tax assets or liabilities (shown net) are recognized
for the estimated future tax effects attributable to temporary differences,
principally depreciation, amortization of contract rights and operating loss
carryforwards. A temporary difference is the difference between the tax basis of
an asset or liability and its reported amount in the financial statements.

F-8
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE--Earnings per share of Common Stock is computed based on
the weighted average number of common equivalent shares outstanding during each
year. The Series A Convertible Preferred Stock has been considered to be the
equivalent of Common Stock from the time of its issuance in 1993. The number of
shares issuable on conversion of Preferred Stock was added to the number of
shares of Common Stock. The number of shares of Common Stock was also increased
by the number of shares issuable on the exercise of options and warrants when
the fair value of the Common Stock exceeds the exercise price of the options and
warrants. Fair value was estimated through analysis of transactions in the
Company's stock involving third parties. This increase in the number of shares
of Common Stock was reduced by the number shares of Common Stock which are
assumed to have been purchased with the proceeds from the exercise of the
warrants. These purchases were assumed to have been made at the average fair
value of the Common Stock during the year. Earnings per share assuming full
dilution gives effect to the assumed exercise of all dilutive stock options and
the assumed conversion of dilutive convertible securities (warrants) as of the
beginning of the respective year except when their effect is antidilutive;
outstanding shares were increased as described above for the option and warrant
conversions except that the purchases of Common Stock are assumed to have been
made at the year-end fair value if it was higher than the average fair value. In
calculating earnings per share, net income has been reduced for the accretion to
the redemption value of warrants by $230, $250 and $900 in fiscal 1993, 1994 and
1995, respectively (see Note 11).

FISCAL YEAR--The Company's fiscal year ends on the last Wednesday in
December.

RECLASSIFICATION--Prior year balances have been restated to conform to the
current presentation.

3. ACQUISITIONS

On March 25, 1996, the Company acquired 100% of the outstanding stock of Sun
West Services, Inc. ("Sun West"). Sun West provides contract food and beverage
services primarily in the education market as well as to other institutional
clients. The purchase price was approximately $5,200 consisting of cash, five-
year subordinated notes to the sellers with interest at 7% and 25,900 shares of
Common Stock.

In July 1995, the Company acquired 100% of the outstanding stock of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services, primarily in the education and corporate dining markets. The
purchase price was approximately $2,500 consisting of subordinated notes to the
seller and cash.

In September 1994, the Company acquired 100% of the outstanding stock of VGE
Acquisition Corporation ("VGE") and its wholly owned subsidiary, Creative Food
Management, Inc. (collectively, "Creative"). Creative provides contract food and
beverage services, primarily in the education, corporate dining and recreation
and leisure markets. The purchase price, reduced in the third quarter of 1995
for certain post-acquisition adjustments, was approximately $7,000 consisting
primarily of subordinated notes to the sellers (see Note 9) and cash. Following
the acquisition, VGE and Creative were merged, with Creative as the surviving
entity.

In April 1993, the Company acquired 100% of the stock of Fanfare, Inc. and
Global Fanfare, Inc. (collectively, "Fanfare"). Fanfare provides contract food
and beverage services, primarily in the recreation

F-9
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

3. ACQUISITIONS (CONTINUED)
and leisure market. The purchase price was approximately $8,200 in cash and
subordinated notes to the sellers.

In connection with the Fanfare acquisition, the Company executed a stock
option agreement with one of the principal shareholders of Fanfare which allows
the option holder to purchase a maximum of 27,944 shares of Common Stock at
$4.93 per share.

The aforementioned acquisitions have been accounted for under the purchase
method of accounting and, accordingly, the accompanying consolidated financial
statements reflect the fair values of the assets acquired and liabilities
assumed or incurred as of the effective date of the acquisitions. The results of
operations of the acquired companies are included in the accompanying
consolidated financial statements since their respective dates of acquisition.

The following table summarizes pro forma information as follows: (i) with
respect to the income statement data for fiscal 1994, as if the acquisitions of
Northwest and Creative had been completed as of the beginning of the fiscal year
and (ii) with respect to the income statement data for fiscal 1995, as if the
acquisition of Northwest had been completed as of the beginning of the fiscal
year:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
--------------------------
<S> <C> <C>
DECEMBER 28, DECEMBER 27,
1994 1995
------------ ------------

<CAPTION>
<S> <C> <C>
SUMMARY STATEMENT OF INCOME DATA:
Net sales........................................................ $ 105,841 $ 100,675
Income from operations........................................... $ 5,173 $ 6,362
Net income....................................................... $ 1,537 $ 2,210
Net income per share assuming full dilution...................... $ 0.39 $ 0.39
</TABLE>

4. INVENTORIES

The components of inventories are as follows:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27,
1994 1995
------------- -------------
<S> <C> <C>
Food and liquor.................................................. $ 1,465 $ 1,333
Beverage......................................................... 498 447
Other............................................................ 255 319
------ ------
Total.................................................... $ 2,218 $ 2,099
------ ------
------ ------
</TABLE>

5. NOTES RECEIVABLE

From time to time, the Company advances funds to its clients to assist them
in funding construction and for working capital needs. Substantially all of
these advances are collateralized by assets and/or are subject to immediate and
full repayment under the terms of related concession agreements. Included among
the advances the Company has outstanding are the following:

F-10
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

5. NOTES RECEIVABLE (CONTINUED)
- A non-interest bearing advance made in 1990 in the amount of $708 that was
discounted at 8.5%. The advance is being repaid in 120 equal monthly
installments. The amount outstanding was $264, of which $214 was
classified as long-term at December 27, 1995. The Company retains title to
the assets purchased by the client with the proceeds of the advance until
the advance is repaid in full.

- Advances made in early 1994 to a client in the aggregate amount of $1,280
with interest at 1.5% over the prime rate. Principal is due and payable in
four equal annual installments with interest due quarterly commencing
March 31, 1994. The amount outstanding at December 27, 1995 was $960, of
which $640 was classified as long-term.

- A non-interest bearing advance made in the second quarter of 1994 in the
aggregate amount of $1,000. In conjunction with a contract modification
during the third quarter of 1995, the note was modified to require
repayments over the remaining four years of the food service contract. The
balance at December 27, 1995 was $680, $530 of which was classified as
long-term.

The estimated fair value approximated the carrying amount of notes
receivable at December 28, 1994 and December 27, 1995. Considerable judgment was
required in interpreting market data to develop the estimates of fair value. In
addition, the use of different market assumptions and/or estimation
methodologies may have had a material effect on the estimated fair value
amounts. Accordingly, the estimated fair value of notes receivable as of
December 28, 1994 and December 27, 1995 is not necessarily indicative of the
amounts that the Company could realize in a current market exchange.

Interest earned during fiscal 1993, 1994 and 1995 was $274, $304 and $352,
respectively.

6. FIXTURES AND EQUIPMENT

Fixtures and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27,
1994 1995
------------ ------------
<S> <C> <C>
Furniture and fixtures........................................... $ 14,155 $ 16,309
Office equipment................................................. 1,445 1,811
Leasehold improvements........................................... 709 1,114
Smallwares....................................................... 1,757 2,306
------------ ------------
18,066 21,540
Less: accumulated depreciation................................... 4,694 5,711
------------ ------------
Fixtures and equipment, net...................................... $ 13,372 $ 15,829
------------ ------------
------------ ------------
</TABLE>

The Company invests in fixtures and equipment at various locations. Upon
termination of a concession agreement, the client is generally required to
purchase the assets from the Company for an amount equal to their net book
value.

All fixtures and equipment are depreciated over their useful lives ranging
from 3 to 20 years, except smallwares which are depreciated over periods ranging
from 3 to 5 years.

F-11
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27,
1994 1995
------------ ------------
<S> <C> <C>
Accounts payable................................................. $ 3,941 $ 5,197
Accrued wages and benefits....................................... 1,299 1,607
Accrued rent to clients.......................................... 4,484 2,576
Accrued other.................................................... 3,841 3,087
------------ ------------
Total...................................................... $ 13,565 $ 12,467
------------ ------------
------------ ------------
</TABLE>

8. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27,
1994 1995
------------ ------------
<S> <C> <C>
Term Loan........................................................ $ 906 $ 9,100
Working Capital Line............................................. 1,700 6,000
Guidance Line.................................................... 9,325 3,207
Notes payable.................................................... 96 --
------------ ------------
12,027 18,307
Less: current portion............................................ 3,738 2,981
------------ ------------
Total...................................................... $ 8,289 $ 15,326
------------ ------------
------------ ------------
</TABLE>

The Company's bank agreement was amended on April 24, 1995 as part of a
refinancing (the "Amended Bank Agreement") and provides for (i) a term loan in
the amount of $10,500 (the "Term Loan") which is repayable in 60 equal monthly
installments commencing May 1, 1995, (ii) a working capital revolving credit
line (the "Working Capital Line") for general obligations of the Company
expiring on March 31, 1997, in the maximum amount of $6,000, (iii) a line of
credit to provide for future expansion by the Company (the "Guidance Line") in
the maximum amount of $11,500, and (iv) requirements that the bank issue up to
$2,000 in letters of credit ("Letters of Credit") on the Company's behalf. The
maximum borrowing under the Amended Bank Agreement was $30,000 as of December
27, 1995.

As part of a new food service contract requiring the Company to invest
$2,000 on or before January 1, 1996, a temporary Letter of Credit was required
from the Company. The Letter of Credit was provided by the Company on August 2,
1995. The Guidance Line was used to provide this Letter of Credit. On December
29, 1995, the Company invested the $2,000 by borrowing under the Guidance Line
and canceled the Letter of Credit.

In March 1996, the Amended Bank Agreement was further amended to increase
the maximum borrowing under the Amended Bank Agreement to $32,500 by increasing
the Working Capital Line to $9,425 and the Guidance Line to $13,000, and
resetting the Term Loan to $8,575 and the Letter of Credit facility to $1,500.

F-12
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

8. LONG-TERM DEBT (CONTINUED)
The Amended Bank Agreement contains various financial and other
restrictions, including, but not limited to, restrictions on indebtedness,
capital expenditures and commitments. Additional obligations require maintenance
of certain financial ratios, including the ratio of total debt to operating cash
flow, operating cash flow to cash interest expense, and minimum net worth and
operating cash flow. The Amended Bank Agreement also contains prohibitions on
both the payment of dividends and changes in control of the Company.

The Company's obligations under the Amended Bank Agreement are
collateralized both by a pledge of shares of Common Stock owned by officers and
directors of the Company and an affiliate, and the common stock of the Company's
subsidiaries. The loan is also collateralized by certain fixtures and equipment,
notes receivable and other assets, as well as the receipt, if any, of certain
funds paid to the Company with respect to the termination of client contracts
prior to their expiration.

On December 27, 1995, the prime rate was 8.5%. Interest payable on the Term
Loan, Working Capital Line and Guidance Line is the prime rate plus 1.5%, 1.25%
and 1.5%, respectively.

Long-term debt at December 27, 1995 is payable as follows:

<TABLE>
<CAPTION>
YEAR ENDING AMOUNT
- ------------------------------------------------------------------------- ---------
<S> <C>
December 25, 1996........................................................ $ 2,981
December 31, 1997........................................................ 8,981
December 30, 1998........................................................ 2,785
December 29, 1999........................................................ 2,569
December 27, 2000........................................................ 991
---------
Total.............................................................. $ 18,307
---------
---------
</TABLE>

Interest paid on long-term debt was $447, $639 and $1,645 for fiscal 1993,
1994 and 1995, respectively.

9. SUBORDINATED DEBT

Subordinated debt consists of the following:

(a) In July 1995, as part of the purchase price of Northwest (see Note 3),
the Company issued a $1,350 note to the seller with a 6% interest rate
payable in six equal annual installments. The note was discounted to
present value using a market rate of 12.5% and had a balance at December
27, 1995 of $1,166, of which $937 was classified as long-term.

(b) In September 1994, as part of the acquisition of Creative (see Note 3),
the Company issued to the stockholders of Creative the following: (1)
subordinated promissory notes ("Promissory Notes") with a face value of
$2,552 payable in four installments beginning in September 1995; (2)
convertible subordinated promissory notes ("Convertible Notes") with a
face value of $855, convertible into common stock of the Company at a
price of $7.86 per share; and (3) a four year term note in the amount of
$593 payable in annual monthly installments and bearing interest at the
prime rate plus 1%.

F-13
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

9. SUBORDINATED DEBT (CONTINUED)
The Promissory Notes and the Convertible Notes were canceled in November
1995 in accordance with negotiations between the Company and the sellers of
Creative as a direct result of the breach of seller representations and
warranties and the subsequent renegotiation of the purchase price , and two new
non-interest bearing Subordinated Term Notes ("Creative Term Notes") were issued
in their place. The first of the Creative Term Notes is in the principal amount
of $756 payable in equal monthly installments over 36 months, and the second
Creative Term Note is in the principal amount of $1,440 payable in equal monthly
installments over 48 months. The Creative Term Notes have been discounted to
their present value using a market rate of 10%. The balance at December 27, 1995
was $1,877 of which $1,413 was classified as long term.

In addition, as part of the Creative acquisition, the Company assumed the
following Creative obligations: (1) a third party promissory note which was
settled in October 1995 as part of an agreement between Creative and the lender;
and (2) a four year term note with interest at the prime rate plus 1.5%. The
balance at December 27, 1995 was $87.

(c) In connection with the acquisition of Fanfare in 1993 (see Note 3), the
Company issued to the sellers of Fanfare subordinated notes with a face
value of $2,250, payable in three equal annual installments beginning in
April 1994. The notes payable are non-interest bearing and were
discounted to present value at 7.5%. At December 27, 1995, the
outstanding balance of the notes was $732.

(d) In April 1993, the Company entered into a subordinated loan agreement,
as amended (the "Subordinated Loan Agreement"), pursuant to which the
Company sold $8,500 of its variable rate subordinated notes (the
"Notes"), together with detachable warrants to purchase a maximum of
867,230 shares of a new class of Non-Voting Common Stock. The proceeds
of the issuance of the subordinated notes were used to repay existing
indebtedness. The notes are due April 30, 2001, with mandatory principal
payments of $2,125 due on April 30 of each year commencing in 1998 and
ending in 2001. As part of the refinancing discussed in Note 7, a $2,000
prepayment was made in order of maturity and, therefore, the April 30,
1998 mandatory payment has been reduced to $125. On April 21, 1995, in
accordance with the Subordinated Loan Agreement, the rate of interest
was reset at 12.79% from 9.875% for the remainder of the term of the
notes.

In conjunction with the refinancing of its senior bank indebtedness on April
24, 1995, the Company sold 31,579 shares of Series A Convertible Preferred Stock
(convertible into 221,046 shares of Common Stock) (see Note 10) to an investment
partnership (the general partner of which is controlled by one of the Company's
directors) at a price of $47.50 per share ($6.79 per share of Common Stock), and
used the proceeds thereof to reduce the amount of the Notes outstanding under
the Subordinated Loan Agreement.

On April 24, 1995, as part of the refinancing discussed above, the
Subordinated Loan Agreement was amended to allow for an increase in available
borrowing under the Amended Bank Agreement up to $32,500, without prior approval
by the subordinated note holder. The Subordinated Loan Agreement, as amended,
contains various financial and other restrictions including provisions similar
to those contained in the Amended Bank Agreement.

The estimated fair value approximated the carrying amount of subordinated
debt at December 28, 1994 and December 27, 1995. Considerable judgment was
required in interpreting market data to develop

F-14
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

9. SUBORDINATED DEBT (CONTINUED)
the estimates of fair value. In addition, the use of different market
assumptions and/or estimation methodologies may have had a material effect on
the estimated fair value amounts. Accordingly, the estimated fair value of
subordinated debt as of December 27, 1995 and December 28, 1994 is not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

Subordinated debt at December 27, 1995 is payable as follows:

<TABLE>
<CAPTION>
YEAR ENDING AMOUNT
- ------------------------------------------------------------------------- ---------
<S> <C>
December 25, 1996........................................................ $ 1,745
December 31, 1997........................................................ 954
December 30, 1998........................................................ 865
December 29, 1999........................................................ 2,711
December 27, 2000........................................................ 2,375
Thereafter............................................................... 2,125
---------
10,775
Less: discount on subordinated note...................................... 151
---------
Total.............................................................. $ 10,624
---------
---------
</TABLE>

Interest paid on subordinated debt was $661, $1,253 and $1,427 for fiscal
1993, 1994 and 1995, respectively.

10. STOCKHOLDERS' EQUITY

COMMON STOCK--Holders of Common Stock are entitled to one vote per share in
all matters to be voted on by the stockholders of the Company. Subject to
preferences that may be applicable to any Preferred Stock outstanding at the
time, holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of Directors out of funds
legally available therefore.

PREFERRED STOCK--Holders of the Series A Convertible Preferred Stock are
entitled to receive, when and as declared, out of the net profits of the
Company, dividends in an amount per share equal to the aggregate per share
amount of all cash dividends declared on the Common Stock multiplied by the
number of shares of Common Stock into which a share of Series A Convertible
Preferred Stock is convertible on the date on which such dividend is to be paid
in full. All dividends declared upon Series A Convertible Preferred Stock shall
be declared PRO RATA per share. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of the shares
of Series A Convertible Preferred Stock then outstanding shall be entitled to
share ratably with holders of the shares of Common Stock in any distribution of
the assets and funds of the Company. Each share of Series A Convertible
Preferred Stock is convertible into seven shares of Common Stock, subject to
certain adjustments.

Three officers of the Company have purchased in 1987 and 1991 an aggregate
of 154,000 shares of Common Stock for cash and notes at prices ranging from
$0.32 to $1.40 per share. The subject notes have an aggregate outstanding
balance of $189 and are due on June 30, 1999.

F-15
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

11. STOCK OPTIONS AND WARRANTS

STOCK OPTIONS--The 1994 Stock Option Plan authorizes the grant to key
employees of options to purchase shares of Common Stock. The maximum number of
shares which may be subject to options under this plan is 175,000. Options are
granted at no less than the fair market value at the time of grant for a period
not in excess of ten years. In addition, included in the table are 27,944
options issued in connection with the Fanfare acquisition in 1993 (see Note 3).

Combined information with respect to stock options is as follows:

<TABLE>
<CAPTION>
SHARES
---------
<S> <C>
Balance, December 29, 1993......................................................... 27,944
Granted.......................................................................... 105,000
---------
Balance, December 28, 1994......................................................... 132,944
Granted.......................................................................... 10,500
---------
Balance, December 27, 1995
($4.93--$7.14 per share)......................................................... 143,444
---------
---------
Currently exercisable, December 27, 1995........................................... 46,597
---------
---------
</TABLE>

At December 27, 1995, there were 59,500 shares available for grant.

WARRANTS--Warrants issued and outstanding to purchase, at specified prices,
shares of Common Stock at December 27, 1995 consist of the following:
<TABLE>
<CAPTION>
EXERCISE PRICE
----------------------
<S> <C> <C>
$4.93 $.01
---------- ----------

<CAPTION>
<S> <C> <C>
(a) Holders of Subordinated Notes: 733,467 133,763
Less redemptions................................................ (173,460) (66,878)
---------- ----------
560,007 66,885
---------- ----------
(b) Holders of Series A Convertible Preferred Stock:
Investor........................................................ 118,307 453,432
Director........................................................ 21,294 81,613
---------- ----------
139,601 535,045
---------- ----------
Less redemptions................................................ (16,016) (267,526)
---------- ----------
123,585 267,519
---------- ----------
Warrants issued and outstanding................................... 683,592 334,404
---------- ----------
---------- ----------
</TABLE>

(A) HOLDERS OF SUBORDINATED NOTES

Pursuant to the issuance and sale of the Notes (see Note 9), the purchaser
received warrants to purchase 733,467 and 133,763 shares of Non-Voting Common
Stock at exercise prices of $4.93 a share (the "$4.93 Warrants") and $.01 a
share (the "$.01 Warrants"), respectively. The warrants were valued at $230.

F-16
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

11. STOCK OPTIONS AND WARRANTS (CONTINUED)
The warrants are exercisable from the date of issue through the periods ended
April 29, 2001 and April 29, 2003, respectively. The Company may earn back
portions of the respective warrants if certain performance targets are achieved.
Both the number of shares and exercise price are subject to adjustment under
various antidilution provisions.

During a specified repurchase period, the Company is obligated (the "Put
Repurchase"), subject to certain conditions, to repurchase all or a designated
portion of the issuable warrant shares within 120 days after notification of a
put option exercise. The Put Repurchase period begins on the earlier of (i)
April 29, 1997, (ii) the prepayment of 50% of the original principal amount of
the Notes issued under the Subordinated Loan Agreement, or (iii) a Change of
Control, as defined, of the Company. The Put Repurchase price is based upon the
greater of the Appraised Value (as defined in the warrant agreement) of the
Common Stock, and the result obtained by dividing a multiple of the Company's
adjusted earnings, as defined, by the number of fully diluted shares of Common
Stock. The Put Repurchase is being accreted to its highest estimated redemption
price based on the time remaining to April 29, 1997, the earliest redemption
date of the Put Repurchase.

The warrant allows the Company, at its option, to repurchase (the "Call
Repurchase") any or all of the issuable warrant shares beginning April 29, 1998.
The Call Repurchase price to be paid by the Company is based upon the greater of
(i) 110% of the Appraised Value (as defined) of the Common Stock, (ii) the
result obtained by dividing a multiple of the Company's earnings, as defined, by
the number of fully diluted shares of Common Stock, or (iii) $10.12 per share.

Upon achieving specified levels of earnings in each of fiscal 1993 and 1994,
the Company had the right to earn back, in respect of each such year, the
portion of the $4.93 Warrants issued to the purchaser of the Notes representing
the right to acquire 1% of the fully diluted Common Stock. The Company achieved
the required earnings level specified for those fiscal years. Accordingly, in
each of May 1994 and June 1995, respectively, the Company canceled $4.93
Warrants to acquire the equivalent of 1% of the fully diluted Common Stock, or
approximately 43,365 shares (in each year). As a result of the refinancing
discussed in Notes 8 and 9, the Company redeemed an additional amount of the
$4.93 Warrants equal to 2% of the fully diluted Common Stock, or 86,730 shares.

Upon achieving specified levels of earnings in each of fiscal 1993, 1994,
1995 and 1996, the Company has the right to earn back the total of the $.01
Warrant issued (133,763) to the Note holder. Since the Company achieved the
required earnings level specified for fiscal 1993 and 1994, the Company, in each
of fiscal 1994 and 1995, respectively, earned back and canceled 33,439 of the
$.01 Warrants held by the purchaser of the Notes.

The total of these $4.93 Warrants and $.01 Warrants redeemed in fiscal 1994
and 1995 was 173,460 and 66,878, respectively (or 240,338).

WARRANTS ASSIGNED SUBSEQUENT TO DECEMBER 27, 1995

In March 1996, the holder of the Notes sold the Notes to a non-affiliate of
the Company. The purchaser also acquired 280,003.5 $4.93 Warrants and 16,723
$.01 Warrants. In connection with this transaction, the purchaser granted the
Company an option to purchase all of the warrants for $500 in the event that the
Notes are fully redeemed before June 30, 1996, for $750 in the event the Notes
are fully redeemed between July 1 and August 15, 1996, for $1,000 in the event
the Notes are fully redeemed

F-17
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

11. STOCK OPTIONS AND WARRANTS (CONTINUED)
between August 16 and September 30, 1996 and for $1,500 in the event the Notes
are fully redeemed between October 1 and December 31, 1996.

In the event the Company increases its bank borrowings in excess of $32,500,
the option price will increase by $200 for each additional $2,500 of borrowings,
subject to a maximum increase in the option price of $600.

(B) HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK

In connection with the sale in fiscal 1993 by the Company of the Series A
Convertible Preferred Stock to an investor and one of its directors (described
in Note 9), each purchaser received warrants to purchase Common Stock. The
investor received 118,307 of the $4.93 Warrants and 453,432 of the $.01
Warrants. The director received 21,294 of the $4.93 Warrants and 81,613 of the
$.01 Warrants. Both the number of shares and exercise price are subject to
adjustment under various antidilution provisions.

The $4.93 Warrants issued by the Company to the investor and the director
(139,601 in total) are subject to cancellation to the extent that the Company
earns back $4.93 Warrants issued to the purchaser of its Notes (see above).
Since the Company has achieved the earnings level specified for fiscal 1993 and
1994 required under the Notes, 8,253 of these $4.93 Warrants, the maximum
allowed during the 1993 reduction period, were canceled in June 1994, and an
additional 7,763, the maximum allowed during the 1994 reduction period, were
canceled in June 1995.

Upon achieving specified levels of earnings in fiscal 1993, 1994, 1995 and
1996, the Company has the right to earn back the total of the $.01 Warrants
(535,045 in the aggregate) issued to the holders of the Series A Convertible
Preferred Stock. Since the Company achieved the required earnings level
specified for each of fiscal 1993 and 1994, the Company in each of April 1994
and March 1995, respectively, canceled 133,763 of these warrants, representing
113,358 warrants for the investor and 20,405 for the director.

The total of these $4.93 Warrants and $.01 Warrants redeemed in fiscal 1994
and 1995 from the investor was 240,289 and from the director was 43,253,
respectively.

WARRANTS REDEEMED SUBSEQUENT TO DECEMBER 27, 1995

The Company has achieved the specified earnings in fiscal 1995 as required
under the $.01 Warrants. As a result, in fiscal 1996, the Company will redeem
and cancel 33,440.75 of the $.01 Warrants held by the Note holder, 113,358 held
by the investor and 20,403.25 held by the director (167,202 in total). As of
March 29, 1996, after the above redemption, there were 167,202 $.01 Warrants and
683,592 $4.93 Warrants outstanding.

12. COMMITMENTS AND CONTINGENCIES

The Company operates principally at its clients' premises pursuant to
written contracts ("Client Contracts"). The length of Client Contracts generally
ranges from one to ten years with options to renew for periods of one to ten
years. Certain of these Client Contracts provide for base rent and contingent
rent. Aggregate rent expense under these agreements for fiscal 1993, 1994 and
1995 was $21,270, $25,345 and $22,035, respectively.

F-18
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Future minimum commitments as of December 27, 1995 for all noncancelable
operating leases and Client Contracts are as follows:

<TABLE>
<CAPTION>
YEAR -------------------------------------------------------------------- AMOUNT
---------
<S> <C>
1996..................................................................... $ 3,098
1997..................................................................... 2,921
1998..................................................................... 1,807
1999..................................................................... 791
2000..................................................................... 666
Thereafter............................................................... 1,198
---------
Total.............................................................. $ 10,481
---------
---------
</TABLE>

Pursuant to its contracts with various clients, the Company is committed to
spend approximately $4,987 for equipment and capital improvements as of December
27, 1995. At December 27, 1995, the Company was contingently liable for the
following: (1) a standby Letter of Credit for $1,000, the principal amount of
which is reduced annually pursuant to its terms, (2) a $1,000 Letter of Credit
which collateralized the Company's ability to have written on its behalf an
aggregate of $4,000 in performance bonds, (3) performance bonds in the aggregate
amount of $2,600, and (4) an additional $2,000 Letter of Credit which was
converted to a loan under the Guidance Line (see Note 8) in January 1996.

The Company has entered into purchasing agreements with various national and
regional suppliers pursuant to which the Company agreed to purchase its
requirements of products (as defined in the agreements). If the Company exceeds
the agreed-upon purchasing levels, additional rebates and promotional allowances
may be payable by the suppliers. If the Company fails to meet agreed-upon
purchasing levels during the term of the agreements, the suppliers may elect to
extend the term of the agreements by one year, or a longer period, if necessary,
to reach agreed-upon purchasing levels.

13. INCOME TAXES

The income tax provision consists of the following:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
---------------------------------------------
<S> <C> <C> <C>
DECEMBER 29, DECEMBER 28, DECEMBER 27,
1993 1994 1995
--------------- ------------- -------------

<CAPTION>
<S> <C> <C> <C>
Current:
Federal............................................................. $ -- $ -- $ --
State and local..................................................... 17 26 49
----- ------ ------
Total current................................................... 17 26 49
----- ------ ------
Deferred:
Federal............................................................. 588 1,123 1,471
State and local..................................................... 150 236 65
----- ------ ------
Total deferred.................................................. 738 1,359 1,536
----- ------ ------
Total......................................................... $ 755 $ 1,385 $ 1,585
----- ------ ------
----- ------ ------
</TABLE>

F-19
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

13. INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are presented below:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27,
1994 1995
------------- -------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards............................... $ 600 $ 1,100
------ ------
Total deferred tax assets.................................. 600 1,100

Deferred tax liabilities:
Tax in excess of book depreciation............................. 1,000 1,500
Excess tax deduction attributable to contract rights........... 2,780 3,194
Other.......................................................... 624 627
------ ------
Total deferred tax liabilities............................. 4,404 5,321
------ ------
Total.................................................... $ 5,004 $ 6,421
------ ------
------ ------
</TABLE>

The Company's effective income tax rate differed from the Federal statutory
rate as follows:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
-------------------------------------------------
<S> <C> <C> <C>
DECEMBER 29, DECEMBER 28, DECEMBER 27,
1993 1994 1995
--------------- --------------- ---------------

<CAPTION>
<S> <C> <C> <C>
Federal statutory rate..................... 34.0% 34.0% 34.0%
Excess of cost over net assets acquired.... 2.5 4.8 4.2
State & local taxes net of Federal tax
benefits................................. 7.2 4.2 4.2
Other, net................................. (0.4) (0.4) (0.5)
--- --- ---
Effective income tax rate.................. 43.3% 42.6% 41.9%
--- --- ---
--- --- ---
</TABLE>

At December 27, 1995, the Company had, for Federal income tax reporting, an
estimated net operating loss carryforward of approximately $2,900 that will
begin to expire in 2008. Certain costs of acquisitions were charged to excess of
cost over fair market value of assets acquired, which are deductible for tax
purposes. At December 27, 1995, the net estimated tax effect of these costs
($679 for financial statement reporting) was recorded as a reduction of excess
of cost over fair market value of assets acquired.

Income taxes paid in fiscal 1993, 1994 and 1995 were $16, $26 and $49,
respectively.

14. LITIGATION

In January 1993, the Company received a letter from a client terminating its
agreement with the Company. In the letter, the client offered to resolve the
situation by paying the Company an amount which the Company rejected as
inadequate. The concession agreement stated that in the event the agreement was
terminated for any reason, the Company was entitled to immediate repayment of
amounts loaned to the client under the terms of certain promissory notes, as
well as both amounts invested by the Company for equipment and for services
rendered by the Company to the client. The Company sued to compel

F-20
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

14. LITIGATION (CONTINUED)
repayment of these amounts, and the Court granted the Company's motion for
summary judgment for the principal amount of the promissory notes plus accrued
interest and costs, and in August 1995, the Company received the sum of $1,180
in satisfaction thereof. The Company is seeking an additional judgment with
respect to the other amounts owed it under the terms of the concession
agreement, and the client has brought a counterclaim alleging that the Company
interfered with a prospective contractual relationship between the client and
another food service provider.

In January 1996, the Company was served with a complaint naming it as one of
five defendants in a lawsuit brought by multiple plaintiffs alleging damages
arising out of the Woodstock II Festival held in August 1994 in Saugerties, New
York. The promoter of the Festival is also a defendant. Plaintiffs were hired by
the Company (which had a concession agreement with the promoters of Woodstock
II) as subcontractors of food, beverage and/or merchandise. In their complaint,
which seeks approximately $5,900, plaintiffs allege damages arising primarily
from the failure to (i) provide adequate security; and (ii) prevent Festival
attendees from bringing food and beverages in to the Festival. The Company's
concession agreement with the promoter made the promoter solely responsible for
providing security and preventing food and beverage from being brought onto the
premises, and the Company has made claim for indemnification under applicable
provisions of the concession agreement, which has been rejected by the promoter.
On April 4, 1996, the other defendants named in the suit answered the complaint
and asserted cross-claims for contribution and indemnification against the
Company. The Company believes that its ultimate liability, if any, will not be
material.

15. RELATED PARTY TRANSACTION

For each of fiscal 1993, 1994 and 1995, the Company incurred $150 in
advisory fees with a company whose sole owner is the Chairman of the Board of
the Company.

16. MAJOR CLIENT

During fiscal 1993, 1994 and 1995, one client represented 35.9%, 19.5% and
13.7% of net sales, respectively.

F-21
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

17. QUARTERLY RESULTS (UNAUDITED)

The following summary shows the quarterly results of operations of the
Company for fiscal 1994 and 1995.
<TABLE>
<CAPTION>
FISCAL QUARTERS
------------------------------------------
<S> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------

<CAPTION>
<S> <C> <C> <C> <C>
1994:
Net sales............................................................. $ 13,908 $ 17,854 $ 24,061 $ 26,296
Gross profit.......................................................... 1,422 1,347 2,375 3,142
Net income............................................................ $ 163 $ 125 $ 565 $ 1,013
Net income per share(a)............................................... $ 0.05 $ 0.03 $ 0.12 $ 0.30
Net income per share assuming full dilution(a)........................ $ 0.04 $ 0.03 $ 0.12 $ 0.30

1995:
Net sales............................................................. $ 23,429 $ 20,090 $ 26,340 $ 25,603
Gross profit.......................................................... 2,134 1,668 3,338 2,746
Net income............................................................ $ 208 $ 74 $ 1,045 $ 869
Net income per share(a)............................................... $ 0.05 $ 0.01 $ 0.26 $ 0.07
Net income per share assuming full dilution(a)........................ $ 0.04 $ 0.01 $ 0.26 $ 0.07
</TABLE>

- ------------------------

(a) Each period calculated separately.

18. SUBSEQUENT EVENTS

On March 29, 1996, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for the sale
by the Company of 2,890,218 shares of Common Stock to the public. In connection
therewith, the Company's Board of Directors has declared a 7-for-1 stock split
in the form of a stock dividend to be effected prior to the offering. Current
and prior year information has been restated to reflect this stock split. Upon
consummation of the offering, all of the currently outstanding Series A
Convertible Preferred Stock converted automatically into 939,197 shares of
Common Stock as discussed in Note 10.

The Company issued 2,890,218 shares at $12.00 per share, generating net
proceeds of approximately $31,100, after deducting the underwriting discount and
offering expenses paid by the Company. The net proceeds were used to repay
obligations under the Amended Bank Agreement and the subordinated notes as well
as to repurchase certain warrants (see Note 11).

F-22
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 27, 1995 SEPTEMBER 25, 1996
----------------- ------------------
<S> <C> <C>
(UNAUDITED)

<CAPTION>
<S> <C> <C>
ASSETS
Current assets:
Cash..................................................................... $ 634 $ 3,871
Accounts receivable...................................................... 7,548 13,970
Notes receivable......................................................... 520 568
Inventories.............................................................. 2,099 3,018
Prepaid expenses and other current assets................................ 1,893 2,792
------- -------
Total current assets................................................. 12,694 24,219
Contract rights, net....................................................... 12,866 18,867
Fixtures and equipment, net................................................ 15,829 18,230
Notes receivable........................................................... 1,391 1,596
Excess of cost over fair value of net assets acquired, net................. 13,406 20,801
Other assets............................................................... 4,395 8,223
------- -------
Total assets......................................................... $ 60,581 $ 91,936
------- -------
------- -------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses.................................... $ 12,467 $ 18,732
Current portion of long-term debt........................................ 2,981 598
Current portion of subordinated debt..................................... 1,745 1,532
------- -------
Total current liabilities............................................ 17,193 20,862
Deferred income taxes...................................................... 6,421 8,952
Long-term debt............................................................. 15,326 12,808
Subordinated debt.......................................................... 8,879 4,438
------- -------
Total liabilities.................................................... 47,819 47,060

Commitments and contingencies
Stock warrants............................................................. 1,380 --

Stockholders' equity:
Convertible Preferred Stock, $.01 par value, 1,000,000 shares authorized,
134,171 issued and outstanding at December 27, 1995.................... 1 0
Common Stock, $.01 par value, 25,000,000 shares authorized, 2,048,200 and
6,212,016 issued and outstanding at December 27, 1995 and September 25,
1996, respectively..................................................... 20 62
Additional paid-in capital............................................... 8,933 41,778
Retained earnings........................................................ 2,617 3,225
Receivables from stockholders for purchase of Common Stock............... (189) (189)
------- -------
Total stockholders' equity........................................... 11,382 44,876
------- -------
Total liabilities and stockholders' equity......................... $ 60,581 $ 91,936
------- -------
------- -------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-23
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
SEPTEMBER 27, SEPTEMBER 25,
1995 1996
------------- -------------
<S> <C> <C>
Net sales........................................................................... $ 69,859 $ 87,236
Cost of sales....................................................................... 62,719 77,786
------------- -------------
Gross profit........................................................................ 7,140 9,450
General and administrative expenses................................................. 2,883 4,044
------------- -------------
Income from operations.............................................................. 4,257 5,406
Interest expense, net............................................................... 1,971 2,018
------------- -------------
Income before tax provision......................................................... 2,286 3,388
Tax provision....................................................................... 959 1,480
------------- -------------
Net income.......................................................................... 1,327 1,908
Accretion to redemption value of warrants........................................... (286) (1,300)
------------- -------------
Net income available to Common Stockholders......................................... $ 1,041 $ 608
------------- -------------
------------- -------------
Earnings per share of Common Stock.................................................. $ 0.32 $ 0.14
------------- -------------
------------- -------------
Average number of shares of Common Stock outstanding................................ 3,245 4,476
------------- -------------
------------- -------------
Earnings per share assuming full dilution........................................... $ 0.32 $ 0.13
------------- -------------
------------- -------------
Average number of shares of Common Stock outstanding assuming full dilution......... 3,278 4,525
------------- -------------
------------- -------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-24
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
CONVERTIBLE PREFERRED
STOCK COMMON STOCK ADDITIONAL
------------------------- ----------------------- PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS
---------- ------------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 27, 1995............. 134,171 $ 1 2,048,200 $ 20 $ 8,933 $ 2,617
Stock warrant accretion.............. (1,300)
Shares issued in connection with Sun
West acquisition................... 25,900 1 369
Shares issued in connection with
Initial Public Offering............ 2,890,218 29 30,513
Conversion of Preferred Stock........ (134,171) (1) 939,197 9 (8)
Warrants exercised................... 123,585 1 608
Warrants redeemed.................... (200)
Shares issued upon exercise of over
allotment option................... 174,500 1 1,454
Options exercised.................... 2,916 -- 19
Stock issued to non-employee
directors.......................... 7,500 1 90
Net income........................... 1,908
--
---------- ---------- --- ----------- ---------
Balance, September 25, 1996............ -- $-- 6,212,016 $ 62 $ 41,778 $ 3,225
--
--
---------- ---------- --- ----------- ---------
---------- ---------- --- ----------- ---------

<CAPTION>
RECEIVABLES FROM
STOCKHOLDERS FOR
PURCHASE OF
COMMON STOCKHOLDERS'
STOCK EQUITY
----------------- ------------
<S> <C> <C>
Balance, December 27, 1995............. $ (189) $ 11,382
Stock warrant accretion.............. (1,300)
Shares issued in connection with Sun
West acquisition................... 370
Shares issued in connection with
Initial Public Offering............ 30,542
Conversion of Preferred Stock........ --
Warrants exercised................... 609
Warrants redeemed.................... (200)
Shares issued upon exercise of over
allotment option................... 1,455
Options exercised.................... 19
Stock issued to non-employee
directors.......................... 91
Net income........................... 1,908

----- ------------
Balance, September 25, 1996............ $ (189 ) $ 44,876

----- ------------
----- ------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-25
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
SEPTEMBER 27, SEPTEMBER 25,
1995 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................................. $ 1,327 $ 1,908
Adjustments to reconcile net income to net cash (used in) provided by operating
activities:
Depreciation and amortization........................................................ 2,369 3,115
Deferred income tax provision........................................................ 959 1,479
Changes in operating assets and liabilities:
Accounts receivable................................................................ (231) (4,381)
Inventories........................................................................ 83 (549)
Prepaid expenses and other current assets.......................................... (896) (1,788)
Accounts payable and accrued expenses.............................................. 762 735
Increase in other assets............................................................... (1,195) (3,565)
------------- -------------
Net cash (used in) provided by operating activities.................................. 3,178 (3,046)
------------- -------------
Cash flows from investing activities:
Increase in contract rights............................................................ (2,953) (4,679)
Purchases of fixtures and equipment.................................................... (2,643) (3,914)
Sale of fixtures and equipment......................................................... -- 64
Acquisition of business, net of cash acquired.......................................... (3,478) (5,169)
Collection of notes receivable......................................................... 1,987 494
------------- -------------
Net cash used in investing activities................................................ (7,087) (13,204)
------------- -------------
Cash flows from financing activities:
Borrowings under long-term debt agreement.............................................. 8,284 14,367
Proceeds from issuance of preferred stock.............................................. 1,500 --
Proceeds from issuance of common stock................................................. -- 32,016
Payment of long-term debt.............................................................. (1,674) (19,268)
Payment of subordinated debt........................................................... (3,276) (8,037)
Redemption of warrants................................................................. -- (200)
Proceeds from exercise of warrants..................................................... -- 609
------------- -------------
Net cash provided by financing activities............................................ 4,834 19,487
------------- -------------
Net increase in cash................................................................... 925 3,237
Cash, beginning of period.............................................................. 1,532 634
------------- -------------
Cash, end of period.................................................................... $ 2,457 $ 3,871
------------- -------------
------------- -------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-26
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION--The unaudited consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and accounts have been eliminated.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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 amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The unaudited financial statements include all
adjustments, all of which are of a normal recurring nature, which, in the
opinion of management, are necessary for a fair presentation of the results of
operations for the nine months ended September 27, 1995 and September 25, 1996.
The accompanying unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company and notes
thereto for the fiscal year ended December 27, 1995.

EARNINGS PER SHARE--Earnings per share of Common Stock is computed based on
the weighted average number of common and common equivalent shares outstanding
during each period. Earnings per share assuming full dilution gives effect to
the assumed exercise of all dilutive stock options and the assumed conversion of
dilutive convertible securities except when their effect is antidilutive. In
calculating earnings per share, net income has been reduced for the accretion to
the redemption value of warrants by $286 and $1,300 for the nine months ended
September 27, 1995 and September 25, 1996, respectively.

2. ACQUISITIONS

On November 8, 1996, the Company acquired 100% of the stock of HCS
Management Corp. (now known as PCS Holding Corp.) ("PCS"). PCS, through its
operating subsidiaries, provides non-patient contract food and other services to
hospitals and corporations. The purchase price was approximately $6,000,
consisting of cash to the seller plus assumed debt of PCS.

On July 31, 1996, the Company acquired 100% of the outstanding stock of
Ideal Management Inc. ("Ideal"). Ideal provides contract food and beverage
services to public school districts in New York State. The purchase price was
approximately $3,600, consisting of cash, convertible subordinated notes with
interest at 7 1/4%, and a seven year covenant not to compete. At the option of
the noteholders, the outstanding principal balance of the notes is convertible
into Common Stock at a conversion price of $15 per share.

On March 25, 1996, the Company acquired 100% of the outstanding stock of Sun
West Services, Inc. ("Sun West"). Sun West provides contract food and beverage
services primarily in the education market as well as to other institutional
clients. The purchase price was approximately $5,200, consisting of cash, five-
year subordinated notes to the sellers with interest at 7% and 25,900 shares of
Common Stock.

In July 1995, the Company acquired 100% of the outstanding stock of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services, primarily in the education and

F-27
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

2. ACQUISITIONS (CONTINUED)
corporate dining markets. The purchase price was approximately $2,500 consisting
of subordinated notes to the seller and cash.

The aforementioned acquisitions have been accounted for under the purchase
method of accounting and, accordingly, the accompanying unaudited consolidated
financial statements reflect the fair values of the assets acquired and
liabilities assumed or incurred as of the effective date of the acquisitions.
The results of operations of the acquired companies are included in the
accompanying unaudited consolidated financial statements since their respective
dates of acquisition.

The following table summarizes pro forma information as follows: (i) with
respect to the income statement data for the nine months ended September 27,
1995, as if the acquisitions of Ideal, Sun West and Northwest had been completed
as of the beginning of such period; and (ii) with respect to the income
statement data for the nine months ended September 25, 1996, as if the
acquisition of Ideal and Sun West had been completed as of the beginning of such
period. No adjustments for acquisition synergies (i.e. overhead reductions) have
been reflected:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
<S> <C> <C>
SEPTEMBER 27, SEPTEMBER 25,
1995 1996
------------- -------------
SUMMARY STATEMENT OF INCOME DATA:
Net sales............................................... $ 92,375 $ 95,690
Income from operations.................................. 3,788 5,258
Net income.............................................. 28 231
Net income per share assuming full dilution............. $ 0.01 $ 0.05
------------- -------------
------------- -------------
</TABLE>

This pro forma information is provided for informational purposes only. It
is based on historical information and does not necessarily reflect the actual
results that would have occurred nor is it necessarily indicative of future
results of operations of the combined enterprise.

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 27, SEPTEMBER 25,
1995 1996
------------ -------------
<S> <C> <C>
Accounts payable................................................ $ 5,197 $ 7,666
Accrued wages and benefits...................................... 1,607 3,918
Accrued rent to clients......................................... 2,576 3,676
Accrued other................................................... 3,087 3,472
------------ -------------
Total..................................................... $ 12,467 $ 18,732
------------ -------------
------------ -------------
</TABLE>

F-28
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

4. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 27, SEPTEMBER 25,
1995 1996
------------ -------------
<S> <C> <C>
Term Loan....................................................... $ 9,100 $ --
Working Capital Line............................................ 6,000 10,417
Guidance Line................................................... 3,207 2,989
------------ -------------
18,307 13,406
Less: current portion........................................... 2,981 598
------------ -------------
Total..................................................... $ 15,326 $ 12,808
------------ -------------
------------ -------------
</TABLE>

The Company's bank agreement was amended and restated on June 19, 1996 in
connection with the Initial Public Offering (the "Restated Bank Agreement") and
provides for (i) a working capital revolving credit line (the "Working Capital
Line") for general obligations and letters of credit of the Company, in the
maximum amount of $20,000, and (ii) a line of credit to provide for future
expansion by the Company (the "Guidance Line") in the maximum amount of $55,000.
The maximum borrowing under the Restated Bank Agreement was $75,000 as of June
19, 1996. The Restated Bank Agreement terminates on April 30, 1999.

The Company's obligations under the Restated Bank Agreement are
collateralized by a pledge of shares of the Common Stock or other equity
interests of the Company's subsidiaries, as well as by certain fixtures and
equipment, notes receivable and other assets, as well as the receipt, if any, of
certain funds paid to the Company with respect to the termination of client
contracts prior to their expiration.

The Restated Bank Agreement contains various financial and other
restrictions, including, but not limited to, restrictions on indebtedness,
capital expenditures and commitments. Additional obligations require maintenance
of certain financial ratios, including the ratio of total debt to operating cash
flow, operating cash flow to cash interest expense, and minimum net worth and
operating cash flow. The Restated Bank Agreement also contains prohibitions on
the payment of dividends.

5. SUBORDINATED DEBT

In July 1996, as part of the acquisition of Ideal (see Note 2), the Company
issued to the stockholders of Ideal two convertible subordinated promissory
notes each with a face value of $710 at 7 1/4% interest per annum, payable in
quarterly installments. At the option of the noteholders, the outstanding
principal balance of the notes is convertible into Common Stock at a conversion
price of $15 per share. The notes were discounted to present value using a
market rate of 13.0% and had a combined balance at September 25, 1996 of $1,213,
of which $957 was classified as long-term.

In March 1996, as part of the acquisition of Sun West (see Note 2), the
Company issued to the stockholders of Sun West the following: (1) a subordinated
promissory note with a face value of $1,350 at 7% interest per annum, payable in
four annual installments beginning in 1998; and (2) a subordinated promissory
note with a face value of $638 with a 7% interest rate per annum, payable in
three annual

F-29
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

5. SUBORDINATED DEBT (CONTINUED)
installments beginning in 1997. The notes were discounted to present value using
a market rate of 10%. The respective balances at September 25, 1996 were $1,214
and $598, of which $1,183 and $326 were classified as long-term.

In July 1995, as part of the purchase price of Northwest (see Note 2), the
Company issued a $1,350 note to the seller at 6% interest per annum payable in
six equal annual installments. The note was discounted to present value using a
market rate of 12.5% and had a balance at September 25, 1996 of $1,197 of which
$967 was classified as long-term.

6. STOCKHOLDERS' EQUITY

On July 19, 1996, pursuant to the terms of the over-allotment option granted
to the underwriters of the initial public offering, the Company sold 174,500
shares of Common Stock at the initial public offering price of $12.00 per share,
generating net proceeds of approximately $1,500 after deducting the underwriting
discount and certain expenses. The net proceeds have been invested in short term
investments in accordance with the Company's investment policy.

On June 19, 1996, the effective date of the initial public offering, the
Company sold 2,890,218 shares at a price of $12.00 per share, generating net
proceeds (including the net proceeds received by the Company upon the exercise
of certain warrants) of approximately $31,100 after deducting the underwriting
discount and offering expenses paid by the Company. The net proceeds were used
to repay obligations under the Company's credit facility in effect prior to the
initial public offering and subordinated notes, as well as the amount required
to repurchase certain warrants. In addition, all of the then outstanding Series
A Convertible Preferred Stock was converted into 939,197 shares of Common Stock.

On March 29, 1996, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for the sale
by the Company of 2,890,218 shares of Common Stock to the public in the initial
public offering. In connection therewith, the Company's Board of Directors
declared a 7-for-1 stock split in the form of a stock dividend which was
effected prior to the initial public offering. Current and prior year
information has been restated to reflect this stock split.

F-30
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

7. INCOME TAXES

The income tax provision consists of the following:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
SEPTEMBER 27, SEPTEMBER 25,
1995 1996
------------- -------------
<S> <C> <C>
Current:
Federal........................................................................... $ -- $ --
State and local................................................................... 3 1
------ ------
Total current................................................................. 3 1
------ ------
Deferred:
Federal........................................................................... 777 1,152
State and local................................................................... 179 327
------ ------
Total deferred................................................................ 956 1,479
------ ------
Total....................................................................... $ 959 $ 1,480
------ ------
------ ------
</TABLE>

At September 25, 1996, the Company had, for Federal income tax reporting, an
estimated net operating loss carryforward of approximately $2,800 that will
begin to expire in 2008.

8. MAJOR CLIENT

During the nine months ended September 27, 1995, one client represented
15.4% of net sales and for the nine months ended September 25, 1996, another
client represented 9.8% of net sales.

9. SUBSEQUENT EVENTS

On November 8, 1996, the Company acquired PCS. PCS, through its operating
subsidiaries, provides non-patient contract food and other services to hospitals
and corporations. The purchase price was approximately $6,000, consisting of
cash and assumed debt of PCS.

On December 8, 1996, the Company acquired Republic, a contract service
management company that provides food services to the college, corporate dining
and vending markets. The purchase price was approximately $8,600, consisting of
cash and a subordinated promissory note in the amount of $1,000, bearing
interest at 8.75% per annum and maturing in 1999.

On December 30, 1996, the Company acquired Service Dynamics, a contract food
services management company that is a leading provider of contract food services
to school districts and corporate dining markets in New York, New Jersey and
Connecticut for $3,000.

On January 15, 1997, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for the sale
by the Company of 1,814,000 shares of Common Stock, plus certain additional
shares.

On January 23, 1997, the Company acquired Serv-Rite Corporation
("Serv-Rite"), a contract food services management company that provides food
services to the education and corporate dining markets

F-31
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1995 AND SEPTEMBER 25, 1996

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

9. SUBSEQUENT EVENTS (CONTINUED)
in New York and Pennsylvania. The purchase price was approximately $7,500,
consisting of cash and assumed debt of Serv-Rite.

On February 12, 1997, the Company issued 2,689,000 shares at $23.50,
generating net proceeds of approximately $59,148, after deducting the
underwriting discount and offering expenses paid by the Company. The net
proceeds were used to repay obligations under the Restated Bank Agreement and
for general working capital purposes.

F-32
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING NOT CONTAINED IN
THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SHARES OF COMMON STOCK TO WHICH IT RELATES, OR AN
OFFER TO, OR SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
---------------------

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUMMARY........................... 2
RISK FACTORS................................. 6
USE OF PROCEEDS.............................. 10
PRICE RANGE OF COMMON STOCK.................. 10
DIVIDEND POLICY.............................. 10
CAPITALIZATION............................... 11
SELECTED CONSOLIDATED FINANCIAL DATA......... 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS................................. 14
BUSINESS..................................... 21
MANAGEMENT................................... 31
CERTAIN TRANSACTIONS......................... 37
PRINCIPAL AND SELLING STOCKHOLDERS........... 39
DESCRIPTION OF CAPITAL STOCK................. 41
SHARES ELIGIBLE FOR FUTURE SALE.............. 44
PLAN OF DISTRIBUTION......................... 45
LEGAL MATTERS................................ 45
EXPERTS...................................... 45
ADDITIONAL INFORMATION....................... 45
INDEX TO FINANCIAL STATEMENTS................ F-1
</TABLE>

[LOGO]

FINE HOST CORPORATION
COMMON STOCK
------------
PROSPECTUS
-------------------

FEBRUARY , 1997

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which will be paid
solely by the Company. All the amounts shown are estimates, except the SEC
registration fee and the NASD filing fee and the Nasdaq National Market listing
fee:

<TABLE>
<CAPTION>
AMOUNT
----------
<S> <C>
SEC registration fee.............................................................. $ 1,639
Transfer agent and registrar fees and expenses.................................... 1,000
Printing and engraving expenses................................................... 10,000
Legal fees and expenses........................................................... 50,000
Accounting fees and expenses...................................................... 10,000
Blue Sky fees and expenses........................................................ 5,000
Miscellaneous expenses............................................................ 2,361
----------
Total......................................................................... $ 80,000
----------
----------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the Company shall indemnify each person who is or
was a director, officer or employee of the Company to the fullest extent
permitted under Section 145 of the Delaware General Corporation Law. Section 145
of the Delaware General Corporation Law empowers a Delaware corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. A corporation may indemnify such person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees) incurred by any officer or director in defending such action, provided
that the director or officer undertakes to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of any other rights to which an officer or director may
be entitled under any corporation's bylaw, agreement, vote or otherwise.

The Restated Certificate provides that a director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii)

II-1
<PAGE>
under Section 174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock purchases or redemption, or (iv) for any
transaction from which the director derived an improper personal benefit.

While the Restated Certificate provides directors with protection from
awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Restated Certificate will have no effect
on the availability of equitable remedies such as an injunction or rescission
based on a director's breach of his or her duty of care. The provisions of the
Restated Certificate described above apply to an officer of the Company only if
he or she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.

Reference is made to Section 11 of the Underwriting Agreement (Exhibit 1)
which provides for indemnification of the Company, its directors, officers and
controlling persons.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Company has issued the following securities within the past three years:

On September 9, 1994, the Company issued a subordinated promissory note, due
September 9, 1998, to James E. Kern, in the aggregate principal amount of
$1,450,000, in connection with the acquisition of Creative.

On September 9, 1994, the Company issued a subordinated promissory note, due
September 9, 1998, to John F. Kusner, in the aggregate principal amount of
$1,005,000, in connection with the acquisition of Creative.

On September 9, 1994, the Company issued a subordinated promissory note, due
September 9, 1998, to John C. Hjalmarson, in the aggregate principal amount of
$97,000, in connection with the acquisition of Creative.

On September 9, 1994, the Company issued a convertible subordinated
promissory note, due September 9, 2000, to James E. Kern, in the aggregate
principal amount of $655,000, in connection with the acquisition of Creative.

On September 9, 1994, the Company issued a convertible subordinated
promissory note, due September 9, 2000, to John F. Kusner, in the aggregate
principal amount of $200,000, in connection with the acquisition of Creative.

On November 1, 1994, the Company issued options to purchase up to 105,000
shares of Common Stock, par value $.01 per share, to various employees of the
Company in consideration of services rendered.

On April 24, 1995, the Company issued 31,579 shares of Series A Convertible
Preferred Stock, par value $0.01 per share, to Interlaken Investment Partners,
L.P., for a cash purchase price of $47.50 per share.

On September 28, 1995, the Company issued options to Robert Barney to
purchase up to 7,000 shares of Common Stock, par value $.01 per share, at an
exercise price of $7.14 per share in consideration of services rendered.

On September 28, 1995, the Company issued options to William Mahone, Martin
O'Connell and Charles Martin to purchase up to 1,169 shares, 1,169 shares and
1,162 shares, respectively, of Common Stock, par value $.01 per share, at an
exercise price of $7.14 per share in consideration of services rendered.

II-2
<PAGE>
On June 30, 1995, the Company issued a subordinated promissory note, due
June 30, 2001, to Robert F. Barney, in the aggregate principal amount of
$1,350,000, in connection with the acquisition of Northwest.

On March 25, 1996, the Company issued 17,500 shares of Common Stock, par
value $.01 per share, to William C. Smitherman and Joann McBride Smitherman
jointly, at a value of $14.29 per share, in connection with the acquisition of
Sun West.

On March 25, 1996, the Company issued 8,400 shares of Common Stock, par
value $.01 per share, to James E. McBride, at a value of $14.29 per share, in
connection with the acquisition of Sun West.

On March 25, 1996, the Company issued a note, due April 25, 2000, to William
C. Smitherman and Joann M. Smitherman, in the aggregate principal amount of
$1,350,000, in connection with the acquisition of Sun West.

On March 25, 1996, the Company issued a note, due April 25, 1999, to Edward
G. Enos, in the aggregate principal amount of $637,500, in connection with the
acquisition of Sun West.

On July 31, 1996, the Company issued two convertible promissory notes, due
2000, to the sellers, in the aggregate principal amount of $1,420,000, in
connection with the acquisition of Ideal.

On December 5, 1996, the Company issued a subordinated promissory note, due
December 1, 1999, to Richard B. Schenkel, in the aggregate principal amount of
$1,000,000, in connection with the acquisition of Republic.

The above transactions were private transactions not involving a public
offering and were exempt from the registration provisions of the Securities Act,
pursuant to Section 4(2) thereof. The sale of securities was without the use of
an underwriter, and the certificates evidencing the shares bear a restrictive
legend permitting the transfer thereof only upon registration of the shares or
an exemption under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ -------------------------------------------------------------------------------------------------
<C> <S>
*2 Stock Purchase Agreement, dated as of March 25, 1996, by and among the Company, William C.
Smitherman, Jo Ann McBride Smitherman, James E. McBride and Edward G. Enos.
*3.1 Restated Certificate of Incorporation
*3.2 Restated By-Laws
*4 Specimen of Registrant's Common Stock certificate
5 Opinion of Willkie Farr & Gallagher as to the legality of the Common Stock
*10.1 Subscription Agreement, dated as of April 29, 1993, by and among the Company, GRD Corporation,
The Berkley Family Limited Partnership and William R. Berkley.
*10.2 Registration Rights Agreement, dated as of April 29, 1993, by and among the Company, Continental
Bank N.A., GRD Corporation and William R. Berkley.
*10.3 Warrant, dated April 29, 1993, issued to GRD Corporation, to purchase up to 453,432 shares of
Common Stock, par value $0.01 per share, at a price of $0.01 per share.
*10.4 Warrant, dated April 29, 1993, issued to William R. Berkley, to purchase up to 81,613 shares of
Common Stock, par value $0.01 per share, at a price of $0.01 per share.
</TABLE>

II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ -------------------------------------------------------------------------------------------------
<C> <S>
*10.5 Warrant, dated as of April 29, 1993, issued to Bank of America Illinois, formerly known as
Continental Bank N.A., to purchase up to 117,712 shares of Non-Voting Common Stock, par value
$0.01 per share, at a price of $0.01 per share.
*10.6 (a) Second Amended and Restated Loan Agreement, dated as of April 24, 1995, among the Company, as
borrower, its Subsidiaries and USTrust, The Daiwa Bank Limited, NBD Bank and State Street Bank
and Trust Company.
*10.6 (b) First Amendment to Second Amended and Restated Loan Agreement, dated as of August 1, 1995.
*10.6 (c) Second Amendment to Second Amended and Restated Loan Agreement, dated as of August 24, 1995.
*10.6 (d) Third Amendment to Second Amended and Restated Loan Agreement, dated as of January 16, 1996.
*10.6 (e) Fourth Amendment to Second Amended and Restated Loan Agreement, dated as of March 22, 1996.
*10.6 (f) Fifth Amendment to Second Amended and Restated Loan Agreement, dated as of June 5, 1996.
*10.7 Subscription Agreement, dated as of April 24, 1995, by and among the Company and Interlaken
Investment Partners, L.P.
*10.8 Registration Rights Agreement, dated as of April 24, 1995, between the Company and Interlaken
Investment Partners, L.P.
*10.9 Advisory Services Agreement, dated as of March 25, 1996, between the Company and Interlaken
Capital, Inc.
*10.10 Form of 1994 Stock Option Plan, as amended
*10.11 Form of 1996 Non-Employee Director Stock Option Plan
*10.12 Employment Agreement, dated as of June 30, 1995, by and among the Company, Northwest Food
Service, Inc. and Robert F. Barney.
*10.13 Lease, dated as of January 31, 1994, as amended, between the Company and Fawn Associates Limited
Partnership, in regard to 3 Greenwich Office Park, Greenwich, Connecticut.
*10.14 Commercial Lease Agreement, dated as of January 1, 1991, as amended, between Robert F. Barney and
Northwest Food Service, Inc., in regard to certain parcel of real property located in Boise,
Idaho.
*10.15 Business Property Lease, dated as of October 27, 1995, between Telegraph Ind. Plaza Ltd. and
Creative Food Management, Inc., in regard to 6061 Telegraph Road, Toledo, Ohio.
*10.16 Lease, dated March 22, 1996, between 19 West Alameda, LLC and Sun West Services, Inc., in regard
to Suite 101, 19 West Alameda Drive, Tempe, Arizona.
*10.17 Form of Promissory Note from Richard E. Kerley to the Company.
*10.18 Form of Promissory Note from Randy B. Spector to the Company.
*10.19 Form of Promissory Note from Douglas M. Stabler to Interlaken Capital Partners Limited
Partnership.
*10.20 Form of Promissory Notes from Randall K. Ziegler to the Company and Interlaken Capital Partners
Limited Partnership.
*10.21 Form of Registration Rights Agreement by and among the Company and Messrs. Kerley, Spector,
Ziegler and Stabler.
*10.22 Form of Third Amended and Restated Loan Agreement.
**11 Computations of Per Share Earnings
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ -------------------------------------------------------------------------------------------------
<C> <S>
**21 Subsidiaries
23.1 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
+24 Power of Attorney
</TABLE>

- ------------------------

+ Previously filed.

* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-2906), as amended, originally filed with the Commission on
March 29, 1996.

** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-19909), as amended, originally filed with the Commission
on January 16, 1997.

Certain instruments defining the rights of holders of long-term debt of the
Company have not been filed in accordance with Item 601(b)(4)(iii) of Regulation
S-K under the Securities Act. The Company hereby agrees to furnish a copy of
such instruments to the Commission upon request.

(b) FINANCIAL STATEMENT SCHEDULES

None.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in registration statements on Form S-3 or Form S-8
and the periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to its Restated Certificate, Bylaws, the Underwriting
Agreement or otherwise, the Registrant has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in New York, New York on
February 20, 1997.

FINE HOST CORPORATION

By: /s/ RICHARD E. KERLEY
------------------------------------
Name: Richard E. Kerley
Title: President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------------------- --------------------

<S> <C> <C>
/s/ RICHARD E. KERLEY President and Chief Executive Officer and February 20, 1997
- ----------------------------------- Director (Principal Executive Officer)
Richard E. Kerley

* Senior Vice President and Chief Financial February 20, 1997
- ----------------------------------- Officer (Principal Financial and Accounting
Nelson A. Barber Officer)

* Executive Vice President and Director February 20, 1997
- -----------------------------------
Randall K. Ziegler

* Chairman of the Board of Directors February 20, 1997
- -----------------------------------
William R. Berkley

* Director February 20, 1997
- -----------------------------------
Andrew M. Bursky

* Director February 20, 1997
- -----------------------------------
Catherine B. James

* Director February 20, 1997
- -----------------------------------
Joshua A. Polan

* Director February 20, 1997
- -----------------------------------
Ronald E. Blaylock

* Director February 20, 1997
- -----------------------------------
Jack H. Nusbaum

*By: /s/ ELLEN KEATS
- -----------------------------------
Ellen Keats
Attorney-in-Fact
</TABLE>

II-7
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ------------ ------------------------------------------------------------------------------------ ---------------
<C> <S> <C>

*2 Stock Purchase Agreement, dated as of March 25, 1996, by and among the Company,
William C. Smitherman, Jo Ann McBride Smitherman, James E. McBride and Edward G.
Enos.

*3.1 Restated Certificate of Incorporation

*3.2 Restated By-Laws

*4 Specimen of Registrant's Common Stock certificate

5 Opinion of Willkie Farr & Gallagher as to the legality of the Common Stock

*10.1 Subscription Agreement, dated as of April 29, 1993, by and among the Company, GRD
Corporation, The Berkley Family Limited Partnership and William R. Berkley.

*10.2 Registration Rights Agreement, dated as of April 29, 1993, by and among the Company,
Continental Bank N.A., GRD Corporation and William R. Berkley.

*10.3 Warrant, dated April 29, 1993, issued to GRD Corporation, to purchase up to 453,432
shares of Common Stock, par value $0.01 per share, at a price of $0.01 per share.

*10.4 Warrant, dated April 29, 1993, issued to William R. Berkley, to purchase up to
81,613 shares of Common Stock, par value $0.01 per share, at a price of $0.01 per
share.

*10.5 Warrant, dated as of April 29, 1993, issued to Bank of America Illinois, formerly
known as Continental Bank N.A., to purchase up to 117,712 shares of Non-Voting
Common Stock, par value $0.01 per share, at a price of $0.01 per share.

*10.6 (a) Second Amended and Restated Loan Agreement, dated as of April 24, 1995, among the
Company, as borrower, its Subsidiaries and USTrust, The Daiwa Bank Limited, NBD Bank
and State Street Bank and Trust Company.

*10.6 (b) First Amendment to Second Amended and Restated Loan Agreement, dated as of August 1,
1995.

*10.6 (c) Second Amendment to Second Amended and Restated Loan Agreement, dated as of August
24, 1995.

*10.6 (d) Third Amendment to Second Amended and Restated Loan Agreement, dated as of January
16, 1996.

*10.6 (e) Fourth Amendment to Second Amended and Restated Loan Agreement, dated as of March
22, 1996.

*10.6 (f) Fifth Amendment to Second Amended and Restated Loan Agreement, dated as of June 5,
1996.

*10.7 Subscription Agreement, dated as of April 24, 1995, by and among the Company and
Interlaken Investment Partners, L.P.

*10.8 Registration Rights Agreement, dated as of April 24, 1995, between the Company and
Interlaken Investment Partners, L.P.

*10.9 Advisory Services Agreement, dated as of March 25, 1996, between the Company and
Interlaken Capital, Inc.

*10.10 Form of 1994 Stock Option Plan, as amended

*10.11 Form of 1996 Non-Employee Director Stock Option Plan

*10.12 Employment Agreement, dated as of June 30, 1995, by and among the Company, Northwest
Food Service, Inc. and Robert F. Barney.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ------------ ------------------------------------------------------------------------------------ ---------------
<C> <S> <C>
*10.13 Lease, dated as of January 31, 1994, as amended, between the Company and Fawn
Associates Limited Partnership, in regard to 3 Greenwich Office Park, Greenwich,
Connecticut.

*10.14 Commercial Lease Agreement, dated as of January 1, 1991, as amended, between Robert
F. Barney and Northwest Food Service, Inc., in regard to certain parcel of real
property located in Boise, Idaho.

*10.15 Business Property Lease, dated as of October 27, 1995, between Telegraph Ind. Plaza
Ltd. and Creative Food Management, Inc., in regard to 6061 Telegraph Road, Toledo,
Ohio.

*10.16 Lease, dated March 22, 1996, between 19 West Alameda, LLC and Sun West Services,
Inc., in regard to Suite 101, 19 West Alameda Drive, Tempe, Arizona.

*10.17 Form of Promissory Note from Richard E. Kerley to the Company.

*10.18 Form of Promissory Note from Randy B. Spector to the Company.

*10.19 Form of Promissory Note from Douglas M. Stabler to Interlaken Capital Partners
Limited Partnership.

*10.20 Form of Promissory Notes from Randall K. Ziegler to the Company and Interlaken
Capital Partners Limited Partnership.

*10.21 Form of Registration Rights Agreement by and among the Company and Messrs. Kerley,
Spector, Ziegler and Stabler.

*10.22 Form of Third Amended and Restated Loan Agreement.

**11 Computations of Per Share Earnings

**21 Subsidiaries

23.1 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5)

23.2 Consent of Deloitte & Touche LLP

+24 Power of Attorney
</TABLE>

- ------------------------

+ Previously filed.

* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-2906), as amended, originally filed with the Securities
and Exchange Commission on March 29, 1996.

** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-19909), as amended, originally filed with the Commission
on January 16, 1997.

<PAGE>
EXHIBIT 5

[WILLKIE FARR & GALLAGHER LETTERHEAD]

February 21, 1997

Fine Host Corporation
3 Greenwich Office Park
Greenwich, Connecticut 06831

Re: Public Offering of Common Stock
of Fine Host Corporation

Ladies and Gentlemen:

We have acted as counsel to Fine Host Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, in connection
with the preparation of a Registration Statement on Form S-1 (the "Registration
Statement") relating to the offer and sale by certain selling stockholders (the
"Offering") of up to 248,900 shares of the Common Stock of the Company, par
value $.01 per share (the "Shares").

We have examined copies of the Restated Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, all resolutions adopted by
the Company's Board of Directors and other records and documents that we have
deemed necessary for the purpose of this opinion. We have also examined such
other documents, papers, statutes and authorities as we have deemed necessary to
form a basis for the opinion hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied on statements
and certificates of officers and representatives of the Company and public
officials.

Based on the foregoing, we are of the opinion that (i) the Company has been
duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware and (ii) the Shares, when duly sold, issued
and paid for in accordance with the terms of the Prospectus included as part of
the Registration Statement, will be duly authorized and validly issued and will
be fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to us in the Prospectus included as
part of the Registration Statement.

Very truly yours,

/s/ WILLKIE FARR & GALLAGHER
- --------------------------------------

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Fine Host Corporation

We consent to the use in this Amendment No. 1 to the Registration Statement No.
333-21869 of Fine Host Corporation on Form S-1 of our report dated May 24, 1996
(June 25, 1996 as to Note 18) appearing in the prospectus which is a part of
such Registration Statement, and to the reference to us under the headings
"Selected Consolidated Financial Data" and "Experts" in such Registration
Statement.

Deloitte & Touche LLP
New York, New York
February 21, 1997