SWISHER INTERNATIONAL GROUP INC
S-1, 1996-10-29
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<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1996
 
                                                      REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                        SWISHER INTERNATIONAL GROUP INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                       <C>                                       <C>
                DELAWARE                                    2121                                   13-3857632
    (State or other jurisdiction of             (Primary Standard Industrial                    (I.R.S. Employer
     incorporation or organization)             Classification Code Number)                   Identification No.)
</TABLE>
 
                            ------------------------
 
                              459 EAST 16TH STREET
                             JACKSONVILLE, FL 32206
                                 (904) 353-4311
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                         ------------------------------
 
                              WILLIAM ZIEGLER, III
                            CHIEF EXECUTIVE OFFICER
                        SWISHER INTERNATIONAL GROUP INC.
                              459 EAST 16TH STREET
                             JACKSONVILLE, FL 32206
                                 (904) 353-4311
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         ------------------------------
 
                        COPIES OF ALL COMMUNICATIONS TO:
 
<TABLE>
<S>                                                 <C>
             DONALD E. MCNICOL, ESQ.                            ROHAN S. WEERASINGHE, ESQ.
        SCHNADER, HARRISON, SEGAL & LEWIS                          SHEARMAN & STERLING
                330 MADISON AVENUE                                 599 LEXINGTON AVENUE
             NEW YORK, NEW YORK 10017                            NEW YORK, NEW YORK 10022
                  (212) 973-8000                                      (212) 848-4000
</TABLE>
 
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
    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, please check the following box.  / /
 
    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>
                                                                                           PROPOSED MAXIMUM       AMOUNT OF
                                                                                          AGGREGATE OFFERING     REGISTRATION
                   TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED                         PRICE (1)              FEE
<S>                                                                                       <C>                 <C>
Class A Common Stock, par value $.01 per share..........................................     $140,000,000          $42,424
</TABLE>
 
(1) Estimated solely for the purposes of calculating the registration fee in
    accordance with Rule 457(c).
 
    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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                EXPLANATORY NOTE
 
    This Registration Statement contains two forms of prospectus: one to be used
in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent offering outside the United
States and Canada (the "International Prospectus"). The U.S. Prospectus and the
International Prospectus are identical except that they contain different front
and back cover pages and different descriptions of the plan of distribution
(contained under the caption "Underwriting" in both prospectuses). The form of
U.S. Prospectus is included herein and is followed by the alternate pages to be
used in the International Prospectus which differ from, or are in addition to,
those used in the U.S. Prospectus. Each of the alternate pages for the
International Prospectus included herein is labeled "Alternate Page for
International Prospectus." Final forms of each Prospectus will be filed with the
Securities and Exchange Commission under Rule 424(b).
<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 PROSPECTUS 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, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
                             SUBJECT TO COMPLETION
 
                 PRELIMINARY PROSPECTUS DATED OCTOBER 28 , 1996
 
PROSPECTUS
 
                                          SHARES
 
                        SWISHER INTERNATIONAL GROUP INC.
 
                              CLASS A COMMON STOCK
                              --------------------
 
    Of the       shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of Swisher International Group Inc. being offered
hereby,       shares are initially being offered in the United States and Canada
by the U.S. Underwriters and       shares are initially being offered in a
concurrent international offering outside the United States and Canada by the
International Managers. The initial public offering price and the aggregate
underwriting discount per share will be identical for each of the Offerings. See
"Underwriting."
 
    Each share of Class A Common Stock entitles its holder to one vote, and each
share of Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), of the
Company entitles its holder to ten votes. All of the shares of Class B Common
Stock are owned by Hay Island Holding Corporation ("Hay Island"), a corporation
controlled directly and indirectly by William Ziegler, III. Immediately after
consummation of the Offerings (assuming no exercise of the over-allotment
options granted to the Underwriters), Hay Island will beneficially own shares of
Class B Common Stock representing approximately    % of the combined voting
power of the outstanding shares of Common Stock. The net proceeds from the
Offerings will be paid as a dividend to Hay Island. See "Use of Proceeds."
 
    Prior to the Offerings, there has been no public market for the Class A
Common Stock. It is currently estimated that the initial public offering price
per share of Class A Common Stock will be between $   and $   . For a discussion
of the factors that will be considered in determining the initial public
offering price of the Class A Common Stock, see "Underwriting."
 
    The Company intends to make application to list the Class A Common Stock on
the New York Stock Exchange.
 
    SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A 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.
 
<TABLE>
<CAPTION>
                                                             PRICE TO          UNDERWRITING        PROCEEDS TO
                                                              PUBLIC           DISCOUNT (1)        COMPANY (2)
<S>                                                     <C>                 <C>                 <C>
Per Share.............................................          $                   $                   $
Total (3).............................................          $                   $                   $
</TABLE>
 
(1) The Company has agreed to indemnify the several Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended. See "Underwriting."
 
(2) Before deducting expenses payable by the Company estimated to be $         .
 
(3) The Company has granted the U.S. Underwriters and International Managers
    options, exercisable within 30 days after the date of this Prospectus, to
    purchase up to an additional       and       shares of Class A Common Stock,
    respectively, solely to cover over-allotments, if any. If all such
    additional shares are purchased, the total Price to Public, Underwriting
    Discount and Proceeds to Company will be $         , $         and
    $         , respectively. See "Underwriting."
 
                           --------------------------
 
    The shares of Class A Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Class A Common Stock will be made in New York, New
York, on or about       , 1996.
 
                           --------------------------
 
MERRILL LYNCH & CO.
 
               SALOMON BROTHERS INC
 
                                                      FORUM CAPITAL MARKETS L.P.
                                ---------------
 
               The date of this Prospectus is            , 1996.
<PAGE>
                  [PICTURE OF VARIOUS OF THE COMPANY'S CIGARS
                       ARRANGED ON A NEUTRAL BACKGROUND.]
 
    IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A COMMON
STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                                       2
<PAGE>
                               PROSPECTUS SUMMARY
 
    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED OR UNLESS THE CONTEXT
OTHERWISE REQUIRES, THE INFORMATION SET FORTH IN THIS PROSPECTUS (I) GIVES
EFFECT TO THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE
THE COMPANY'S AUTHORIZED CAPITAL STOCK TO CLASS A COMMON STOCK AND CLASS B
COMMON STOCK, TO BE EFFECTED SIMULTANEOUSLY WITH THE CONSUMMATION OF THE
OFFERINGS; (II) GIVES EFFECT TO THE CONVERSION OF EACH OF THE 100 OUTSTANDING
SHARES OF THE COMPANY'S CURRENT COMMON STOCK, PAR VALUE $1.00 PER SHARE,
INTO      SHARES OF ITS NEWLY CREATED CLASS B COMMON STOCK, PAR VALUE $0.01 PER
SHARE (TOTALING       SHARES OF CLASS B COMMON STOCK), TO BE EFFECTED
SIMULTANEOUSLY WITH THE CONSUMMATION OF THE OFFERINGS (SEE "DESCRIPTION OF
CAPITAL STOCK"); AND (III) ASSUMES THE UNDERWRITERS' OVER-ALLOTMENT OPTIONS HAVE
NOT BEEN EXERCISED. UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN
THIS PROSPECTUS TO THE "COMPANY" OR "SWISHER" MEAN SWISHER INTERNATIONAL GROUP
INC. AND ITS SUBSIDIARIES AND, UNLESS OTHERWISE INDICATED, ALL MARKET SHARE DATA
REFERS TO THE UNITED STATES CIGAR AND SMOKELESS TOBACCO MARKET.
 
                                  THE COMPANY
 
GENERAL
 
    Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with a 8% market share and in the United States with a 30%
market share, as measured by units sold in 1995. The Company, which has a strong
market position in each of the cigar categories in which it competes, offers a
broad product line of cigars, including mass market large cigars, such as its
SWISHER SWEETS, KING EDWARD and OPTIMO brands, premium cigars, such as the
BERING, LA PRIMADORA and PLEIADES brands, and little cigars, which the Company
markets under its SWISHER SWEETS LITTLE CIGARS and KING EDWARD LITTLE CIGARS
brands. The Company believes its SWISHER SWEETS cigar brand is the largest
selling cigar brand in the United States as measured by both units and dollars.
The Company also manufactures and markets a wide range of smokeless tobacco
products, including moist and dry snuff and loose leaf chewing tobacco, under
such brand names as MAIL POUCH, a 100-year old brand, and SILVER CREEK. During
1995, over 70% of the Company's net sales were derived from the sale of cigars.
The Company's net sales have increased from $156.5 million in 1993 to $216.8
million for the twelve months ended September 30, 1996, representing a compound
annual growth rate of 12.6%. During the same period, the Company's operating
profit increased from $16.9 million (before restructuring expenses) to $47.7
million, representing a compound annual growth rate of 45.8%.
 
    Since 1993, after a long period of decline, cigar smoking has experienced a
resurgence resulting in an increase in consumption and retail sales of cigars
across all major categories. Led by growth in mass market large cigars and
premium cigars, the overall unit volume in the cigar market has increased at a
compound annual rate of 7.7%, and has increased at over twice that rate in
retail dollar sales from 1993 to 1995. This growth produced overall cigar market
retail dollar sales of approximately one billion dollars in 1995, the largest
sales in the industry's history. Unit sales of mass market and premium cigars
have increased at a compound annual rate of 7.2% and 22.3%, respectively, from
1993 to 1995, while retail dollar sales of both categories have increased more
rapidly due to pricing increases. The Company believes that the growth of the
cigar market has been due to the improved image of cigar smoking. Factors
contributing to this improved image include (i) popularization of cigar smoking
through the use of cigars in television programs, movies and by celebrities,
(ii) favorable media publicity, such as the launching of CIGAR AFICIONADO
magazine and other publications, (iii) increasing acceptance of cigars as
reflected by the return of "cigar friendly" restaurants and the emergence and
growth of cigar bars and (iv) changing demographics, including an expanding base
of younger adult men and women who have recently started smoking cigars and an
increase in the number of adults over the age of 50 (a demographic group
believed to smoke more cigars than any other segment of the population). Mass
market cigars, which typically retail for less than one dollar, include
natural-wrapper and reconstituted tobacco sheet-wrapper large cigars and
 
                                       3
<PAGE>
little cigars and represented approximately 96% of the cigars sold in the United
States in 1995. Premium cigars, which are generally defined as cigars that are
hand-made and retail for one dollar or more, represented approximately 4% of the
total cigars sold in the United States in 1995 and a larger percentage of total
retail dollar sales.
 
    Consumption of all smokeless tobacco products has remained relatively stable
since the late 1980s, while retail dollar sales have increased from $1.0 billion
in 1985 to $2.3 billion in 1995, representing a compound annual growth rate of
8.4%. This growth was primarily due to retail dollar sales of moist snuff, which
represented approximately 75% of the smokeless tobacco market in 1995, and which
increased from $579.6 million in 1985 to $1.7 billion in 1995, representing a
compound annual growth rate of 11.6%.
 
    The Company believes the strength of its brand names led by its SWISHER
SWEETS brand, its strong sales and marketing organization, and its new product
developments have enabled the unit sales of many of the Company's products to
grow faster than their respective markets, in some cases through periods of
market decline as well as periods of market growth. For example, from 1985 to
1993, when the unit sales for mass market large cigars declined at a compound
annual rate of 4.8%, the Company increased its overall share of units sold in
such market, led by the SWISHER SWEETS brand mass market large cigars which
increased its market share from approximately 14% in 1985 to approximately 20%
in 1993. Since 1993, the SWISHER SWEETS brand of mass market large cigars has
continued to grow in unit market share. Additionally, due to the Company's
increasing focus on the premium segment, unit sales of the Company's premium
cigars increased at a compound annual rate of 27.9% from 1993 to 1995 while the
premium market increased 22.3% in terms of units sold. During the same period,
the Company's unit sales of little cigars grew at a compound annual rate of
approximately 8.5%, a rate almost twice the unit growth rate of 4.3% for the
little cigar market. The Company's moist snuff products have also outperformed
the market with unit sales increasing at a compound annual rate of 12.9% from
1985 to 1995, or almost four times the growth rate of the moist snuff market.
 
COMPETITIVE STRENGTHS
 
    The Company attributes its historical growth and strong competitive position
in the cigar and smokeless tobacco industry to a number of factors, including
the following:
 
    STRONG BRAND NAMES AND BRAND RECOGNITION.  The Company believes that its
cigar and smokeless tobacco brands are among the most well-recognized in their
industry. SWISHER SWEETS, the largest selling cigar brand in the United States,
is one of the most widely-recognized cigar brands in the United States and, due
to its distinctive taste, has developed a large and loyal customer base. The
KING EDWARD cigar brand has a history of almost 80 years and is among the most
widely known United States cigar brands sold worldwide. In addition, the BERING
and PLEIADES premium brands have been highly rated in taste tests and surveys
conducted and published by CIGAR AFICIONADO magazine. Many of the Company's
smokeless tobacco brands, such as MAIL POUCH, CHATTANOOGA CHEW, SILVER CREEK and
several of its other brands, some of which have been in existence for over 100
years, are well-recognized in the smokeless tobacco industry.
 
    SIGNIFICANT MARKET POSITIONS IN ALL MAJOR CIGAR CATEGORIES.  The Company
produces and markets cigars in all major product categories--mass market large
cigars, premium cigars and little cigars. The Company has the leading market
share in mass market large cigars, with approximately a 26% share, and in little
cigars, with approximately a 41% share, in terms of 1995 units sold. The Company
believes its SWISHER SWEETS brand mass market large and little cigars have the
leading market shares in their respective categories in terms of both dollars
and units in 1995 and during the first nine months of 1996. In addition, with an
approximate 12% market share in terms of 1995 units sold, the Company believes
that it is one of the major producers of premium cigars.
 
    STRONG SALES AND MARKETING ORGANIZATION.  The strength of the Company's
sales and marketing lies in its national sales force, which the Company believes
is the largest in the cigar industry. This sales force covers not only the
Company's direct buying accounts, such as tobacco distributors, wholesale
grocers and retail chains, but also retailers who purchase from such direct
buying accounts. Direct retail account
 
                                       4
<PAGE>
contact enables the Company to introduce new products and improve shelf presence
and placement of point-of-sale materials for the Company's products. In
addition, through its national account organization the Company has become the
category manager for the "other tobacco" category with several of its national
and regional retail chain accounts, allowing the Company to better market its
products. The Company utilizes extensive market research to develop a highly
targeted and regionalized marketing strategy.
 
    PROVEN ABILITY TO DEVELOP NEW PRODUCTS.  The Company has a history of
successfully developing and introducing new cigar and smokeless tobacco products
in an industry historically characterized by few new product introductions.
During the first nine months of 1996, the Company derived 27% of its net sales
from products introduced since 1985 and 12% from products introduced since 1991.
In 1986, the Company entered the little cigar market with SWISHER SWEETS LITTLE
CIGARS and increased its unit share of the little cigar market from zero in 1986
to approximately 38% in 1995. Recently the Company successfully introduced
SWISHER SWEETS BLUNTS, SWISHER SWEETS OUTLAWS rough-cut cigars and BLACKSTONE
pipe tobacco cigars. In the premium cigar category, the Company has been
successful in developing line extensions under the BERING and PLEIADES brands
and introducing new brands such as SIGLO 21, FLOR DE JALAPA, LA DILIGENCIA and
SABROSO. Smokeless tobacco products recently introduced by the Company include
SILVER CREEK FINE CUT and SILVER CREEK CHERRY moist snuff line extensions, EARL
CAULFIELD'S flavored loose leaf chewing tobacco, as well as several private
label moist snuff and loose leaf chewing tobacco products.
 
    GROWTH OPPORTUNITIES AND STRONG CASH FLOW FROM MOIST SNUFF.  The Company
manufactures a wide range of smokeless tobacco products and focuses on the
growing moist snuff category, from which it derives significant cash flow.
Through the use of competitive pricing and promotions, including a value pricing
promotional strategy, the Company has increased its sales of moist snuff at a
compound annual rate of 12.9% from 1985 to 1995, or approximately four times the
growth rate of the market.
 
    LOW COST MANUFACTURING.  The Company focuses on improving manufacturing
efficiencies and reducing manufacturing costs per unit, which have been a
significant factor in enabling the Company to increase operating margins from
10.8% (before restructuring expenses) in 1993 to 22.0% in the twelve months
ended September 30, 1996. Over the past several years, the Company has increased
the degree of automation and improved the efficiency of its principal
manufacturing facilities, as evidenced by its sales per employee which has
increased from approximately $109,000 in 1991 to approximately $187,000 for the
twelve months ended September 30, 1996. The Company believes that its
Jacksonville facility, which manufactures on average four million cigars daily,
is currently the most automated cigar manufacturing facility in the United
States.
 
    EXPERIENCED MANAGEMENT TEAM.  The senior management of the Company has
extensive experience, with an average of 18 years of service with the Company
and an average of 23 years of experience in the tobacco industry.
 
BUSINESS STRATEGY
 
    The Company believes that its competitive strengths, together with the
following business strategy, will enable it to continue to increase its sales
and profitability and improve its market share.
 
    CAPITALIZE ON LEADING POSITIONS IN ALL MAJOR CATEGORIES OF THE MASS MARKET
FOR CIGARS.  The Company intends to further expand its leading positions in each
major category of the cigar mass market by (i) utilizing its marketing expertise
to introduce new products, such as the CAZADORES high-end mass market cigar, and
developing product line extensions of its existing well-known SWISHER SWEETS and
KING EDWARD brands and (ii) utilizing a targeted marketing strategy to
strengthen the Company's position in existing distribution channels and to
increase access to new distribution channels.
 
    EXPAND PREMIUM CIGAR PRODUCT OFFERINGS.  The Company will seek to grow its
position in the premium cigar market by (i) introducing new premium and
super-premium cigars, such as the PLEIADES RESERVE and
 
                                       5
<PAGE>
SIGLO 21 MADURO, (ii) increasing the market's awareness and recognition of its
premium cigars through targeted marketing programs, (iii) securing additional
off-shore production capacity in key cigar producing areas such as the Dominican
Republic, Honduras and Nicaragua, and (iv) expanding the breadth of distribution
for its premium cigars.
 
    INCREASE SALES OF MOIST SNUFF PRODUCTS.  The Company will seek to increase
sales of its moist snuff products (i) through its value pricing promotional
strategies, which emphasize the comparable quality of its moist snuff products
at lower retail prices than offered by its competitors, (ii) by expanding its
private label moist snuff business, (iii) by increasing the distribution of its
products, particularly within the convenience store channel, and (iv) by
investing in additional marketing support, including advertising and promotion.
 
    CONTINUE TO PURSUE EFFICIENT MANUFACTURING PROCESSES.  The Company will
continue to seek to reduce manufacturing unit costs, improve its manufacturing
efficiencies and increase manufacturing capacity to support its growth by (i)
reducing reliance on third party manufacturers by increasing its own
manufacturing capacity to produce a portion of its premium cigars and all of its
little cigars, (ii) making additional capital expenditures to improve plant
efficiency and (iii) actively seeking employee participation in improving
manufacturing processes.
 
                                 THE OFFERINGS
 
    Of the       shares of Class A Common Stock to be sold in the Offerings
         shares are initially being offered in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering") and          shares are initially
being offered outside the United States and Canada by the International Managers
(the "International Offering," and together with the U.S. Offering, the
"Offerings").
 
<TABLE>
<S>                                  <C>
Class A Common Stock offered by the
  Company..........................  shares
 
Common Stock to be outstanding
  after the Offerings:               shares of Class A Common Stock(a)
                                     shares of Class B Common Stock(b)
                                     shares of Common Stock(a)
                                     ----------
 
Voting rights......................  The Class A Common Stock and Class B Common Stock vote as a
                                     single class on all matters, except as otherwise required by
                                     law, with each share of Class A Common Stock entitling its
                                     holder to one vote and each share of Class B Common Stock
                                     entitling its holder to ten votes. All of the outstanding shares
                                     of Class B Common Stock will be owned by Hay Island. Immediately
                                     after consummation of the Offerings, Hay Island will own shares
                                     of Class B Common Stock representing approximately    % of the
                                     combined voting power of the outstanding shares of Common Stock
                                     (approximately    % if the Underwriters' over-allotment options
                                     are exercised in full).
 
Use of Proceeds....................  The net proceeds from the Offerings will be paid as a dividend
                                     to Hay Island. See "Use of Proceeds."
 
Listing............................  The Company intends to make application to list the Class A
                                     Common Stock on the New York Stock Exchange ("NYSE").
</TABLE>
 
- ------------------------
 
(a) Excludes       shares of Class A Common Stock reserved for issuance under
    the Swisher International Group Inc. 1996 Stock Option Plan (the "1996 Stock
    Option Plan"), including       shares of Class A Common Stock subject to
    outstanding options granted at the initial public offering price of the
    Class A Common Stock. See "Management--1996 Stock Option Plan."
 
(b) Each share of Class B Common Stock is convertible at any time into one share
    of Class A Common Stock and converts automatically into one share of Class A
    Common Stock upon a transfer to any person other than a Permitted Transferee
    (as defined herein) of Hay Island. See "Description of Capital Stock--Class
    A Common Stock and Class B Common Stock."
 
                                       6
<PAGE>
                             SUMMARY FINANCIAL DATA
 
    The summary consolidated financial data set forth in the following table
have been derived from the consolidated financial statements of the Company and
the related notes thereto, included elsewhere in this Prospectus. As a result of
the Acquisition (as defined herein, see "The Company") of the Company on
November 6, 1995, the Company's consolidated financial position, results of
operations and cash flows for the periods after November 6, 1995 are not
comparable to prior periods. The pro forma statement of operations data gives
pro forma effect to the Acquisition of the Company as if it had occurred on
January 1, 1995. The pro forma as adjusted balance sheet data as of September
30, 1996 gives pro forma effect to (i) the Offerings, and (ii) the payment to
Hay Island of the estimated net proceeds from the Offerings, as if such
transactions had been consummated as of September 30, 1996. Such pro forma data
is for information purposes and does not purport to be representative of results
of operations or financial position of the Company had the Acquisition actually
taken place as of January 1, 1995, the Offerings been consummated as of
September 30, 1996 or the payment of the estimated net proceeds from the
Offerings to Hay Island taken place as of September 30, 1996. The following
summary financial data should be read in conjunction with "Selected Financial
Data," "Management's Discussion and Analysis of Financial Condition and Results
of Operations," the consolidated financial statements of the Company and pro
forma condensed financial data of the Company included elsewhere in this
Prospectus. See "Index to Financial Statements."
 
                                       7
<PAGE>
                             SUMMARY FINANCIAL DATA
 
<TABLE>
<CAPTION>
                                                                     PREDECESSOR                     SUCCESSOR
                                                                 --------------------  --------------------------------------
                                                                                                        NINE MONTHS ENDED
                                                                 YEAR ENDED DECEMBER    PRO FORMA         SEPTEMBER 30,
                                                                         31,            YEAR ENDED   ------------------------
                                                                 --------------------  DECEMBER 31,    PRO FORMA
                                                                   1993       1994       1995(A)        1995(A)       1996
                                                                 ---------  ---------  ------------  -------------  ---------
                                                                         (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                                              <C>        <C>        <C>           <C>            <C>
STATEMENT OF OPERATIONS DATA:
Net sales......................................................  $ 156,485  $ 163,285   $  186,386    $   138,358   $ 168,779
Cost of sales..................................................     89,193     88,720      100,036         74,097      85,883
                                                                 ---------  ---------  ------------  -------------  ---------
Gross profit...................................................     67,292     74,565       86,350         64,261      82,896
Selling, general and administrative expenses...................     50,366     47,208       55,306         40,606      44,515(b)
Restructuring expenses.........................................      5,200      5,400       --            --           --
                                                                 ---------  ---------  ------------  -------------  ---------
Operating profit...............................................     11,726     21,957       31,044         23,655      38,381
Interest expense, net..........................................      9,081      5,503        8,445          6,062       7,088
Other (income) expense, net....................................     (1,995)    (2,706)      --            --               86
                                                                 ---------  ---------  ------------  -------------  ---------
Income before income taxes, minority interest and accounting
  changes......................................................      4,640     19,160       22,599         17,593      31,207
Provision for income taxes.....................................      1,570      7,461        8,962          6,964      12,258
                                                                 ---------  ---------  ------------  -------------  ---------
Income before minority interest and accounting changes.........      3,070     11,699       13,637         10,629      18,949
Minority interest..............................................     (1,010)      (997)      --            --           --
                                                                 ---------  ---------  ------------  -------------  ---------
Income before accounting changes...............................      2,060     10,702       13,637         10,629      18,949
Accounting changes (c).........................................     (6,898)    --           --            --           --
                                                                 ---------  ---------  ------------  -------------  ---------
Net income (loss)..............................................  $  (4,838) $  10,702   $   13,637    $    10,629   $  18,949
                                                                 ---------  ---------  ------------  -------------  ---------
                                                                 ---------  ---------  ------------  -------------  ---------
Pro forma earnings per share (d)...............................                         $             $             $
Pro forma weighted average shares outstanding (d)..............
 
OTHER DATA:
Gross margin...................................................       43.0%      45.7%        46.3%          46.4%       49.1%
Operating margin...............................................        7.5       13.5         16.6           17.1        22.7(b)
EBITDA margin..................................................       11.6       17.9         19.6           19.3        25.3(b)
EBITDA (e).....................................................  $  18,201  $  29,176   $   36,453    $    26,730   $  42,679(b)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                         SEPTEMBER 30, 1996
                                                                                                      ------------------------
                                                                                                                 PRO FORMA(F)
                                                                                                       ACTUAL     AS ADJUSTED
                                                                                                      ---------  -------------
                                                                                                       (DOLLARS IN THOUSANDS)
<S>                                                                                                   <C>        <C>
BALANCE SHEET DATA:
Working capital.....................................................................................  $  54,329
Total assets........................................................................................    201,544
Total debt..........................................................................................    124,765
Total stockholders' equity..........................................................................     41,224
</TABLE>
 
- ------------------------
(a) Pro forma results of operations presents the results of operations as if the
    Acquisition of the Company had taken place as of January 1, 1995. (See Note
    1 to the consolidated financial statements as of December 31, 1995 and the
    pro forma condensed financial data.)
 
(b) Selling, general and administrative expenses for the nine months ended
    September 30, 1996 includes one time, special bonuses to management of
    approximately $3.9 million. Excluding this amount, operating margin, EBITDA
    margin and EBITDA would have been 25.1%, 27.6% and $46.6 million,
    respectively.
 
(c) Represents cumulative effect of change in method of accounting for
    postretirement benefits other than pensions and other postemployment
    benefits.
 
(d) Pro forma earnings per share is calculated based on the aggregate number of
    shares of the Company's Class A and Class B Common Stock which will be
    outstanding upon the completion of the Offerings.
 
(e) EBITDA is defined as earnings before interest expense, net, provision for
    income taxes and depreciation and amortization. The Company believes that
    EBITDA is a measure commonly used by analysts and investors. Accordingly,
    this information has been disclosed herein to permit a more complete
    analysis of the Company's operating performance. EBITDA should not be
    considered in isolation or as a substitute for net income or other
    consolidated statement of operations or cash flow data prepared in
    accordance with generally accepted accounting principles as a measure of the
    profitability or liquidity of the Company. EBITDA does not take into account
    the Company's debt service requirements and other commitments and,
    accordingly, is not necessarily indicative of amounts that may be available
    for discretionary uses.
 
(f) The pro forma as adjusted balance sheet data as of September 30, 1996 gives
    pro forma effect to (i) the Offerings, and (ii) the payment of the estimated
    net proceeds from the Offerings to Hay Island, as if such transactions had
    been consummated as of September 30, 1996.
 
                                       8
<PAGE>
                                  RISK FACTORS
 
    PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK OFFERED HEREBY SHOULD
CONSIDER CAREFULLY ALL OF THE INFORMATION SET FORTH IN THIS PROSPECTUS AND, IN
PARTICULAR, SHOULD EVALUATE THE FOLLOWING RISKS IN CONNECTION WITH AN INVESTMENT
IN THE CLASS A COMMON STOCK.
 
LONG-TERM DECLINING MARKET FOR CIGARS THROUGH 1993
 
    According to the Cigar Association of America, the cigar industry
experienced declining consumption between 1964 and 1993 at a compound annual
rate of 3.6% (and, with respect to large cigar consumption, at a compound annual
rate of 4.8%). The decrease in cigar sales as well as the general decline in
smoking followed the 1964 report of the United States Surgeon General, which
study was followed by numerous other studies stressing the link between
cigarette smoking, including secondary smoke, and cancer, heart, respiratory and
other diseases and medical ailments. Furthermore, "no smoking" laws, ordinances
and prohibitions on cigar smoking in certain cases have adversely affected the
sale of cigar products. While the cigar industry has experienced an increase in
unit consumption since 1993, there can be no assurance that the recent positive
trend will continue. A resumption of the long-term decline in cigar unit
consumption, could have a material adverse effect on the Company's business. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Industry Overview."
 
EXTENSIVE AND INCREASING REGULATION OF TOBACCO PRODUCTS
 
    Cigar and smokeless tobacco product manufacturers, like other producers of
tobacco products, are subject to regulation in the United States by federal,
state and local governments. Such regulations include labeling requirements,
limitations on advertising, prohibition on sales to minors and restriction of
smoking in both public places and in offices, office buildings and restaurants.
Recently, the United States Food and Drug Adminstration ("FDA") issued
regulations relating to the sale of cigarettes and smokeless tobacco products.
The trend in recent years has been toward increased regulation of the tobacco
industry. There can be no assurance as to the ultimate content, timing or effect
of any additional regulation of tobacco products by any federal, state, local or
regulatory body, and there can be no assurance that any such legislation or
regulation would not have a material adverse effect on the Company's business.
See "Business--Regulation."
 
TOBACCO INDUSTRY LITIGATION
 
    The tobacco industry has experienced and is experiencing significant
health-related litigation. Plaintiffs in such litigation are seeking
compensation and, in some cases, punitive damages, for various injuries
allegedly resulting from the use of tobacco products or the exposure to tobacco
smoke, including health care costs. A Florida jury recently rendered a damages
verdict in favor of a cigarette smoker. Also, recently, a study published in the
journal SCIENCE reported that a chemical found in cigarette smoke has been found
to cause genetic damage in lung cells that is identical to damage observed in
many malignant tumors of the lung and, thereby, directly links lung cancer to
cigarette smoking. This study could affect pending and future tobacco
litigation. The Company is currently the subject of material health-related
litigation. Though claims have been made against manufacturers of smokeless
tobacco products and against manufacturers of cigars, the Company is not aware
of any adverse decision or judgment having been rendered against smokeless
tobacco or cigar manufacturers. There can be no assurance, however, that the
Company may not be named as a defendant in any future suits, nor can there be
any assurance that such suits, if brought against the Company, or the Company's
existing litigation, will not result in an adverse judgment against the Company
which could have a material adverse effect on the Company's business. The
Company does not carry insurance to protect against health-related product
liability because
 
                                       9
<PAGE>
the cost of obtaining such insurance is commercially prohibitive. Additionally,
a judgment against the Company with respect to a product and any related
products, could preclude the further sale of such products, the result of which
could have a material adverse effect on the Company's business. See
"Business--Litigation."
 
CONSTRAINTS ON ABILITY TO SATISFY DEMAND FOR PREMIUM CIGARS
 
    As a result of the increased demand for its hand-made premium cigars, the
Company had back orders of approximately nine million cigars as of September 30,
1996. The Company's ability to increase its production of premium cigars and
decrease such back orders is constrained by the unprecedented demand being
placed on the third party cigar manufacturers, that currently supply its premium
cigars. In order to reduce reliance on third party manufacturers the Company is
planning to construct manufacturing facilities in certain traditional cigar
producing countries. However, it is not anticipated that any such facility will
begin production until 1997. See "Business--Manufacturing." While the Company is
pursuing the measures described above to increase its production of premium
cigars, there can be no assurance that these measures will be successful or that
they will enable the Company to meet any future level of demand for its premium
cigars. Any material inability of the Company to fill its premium cigar back
orders in a timely manner could have a material adverse effect on the Company's
business, including, in addition to the loss of current sales, the loss of
customers (both new and existing) that try a competitor's product in order to
satisfy their cigar requirements and remain a customer of such competitor after
the Company is able to satisfy demand.
 
SOCIAL, POLITICAL AND ECONOMIC RISKS ASSOCIATED WITH INTERNATIONAL MANUFACTURING
  AND PURCHASING
 
    All of the premium cigars marketed by the Company are manufactured in
countries outside of the United States, including the Dominican Republic,
Honduras, Nicaragua and the Canary Islands. In addition, the Company buys
tobacco indirectly from a large number of suppliers located in countries outside
the United States, including Brazil, Argentina, Costa Rica, Germany, Italy, the
Dominican Republic, Paraguay, the Philippines, Indonesia, Honduras and Mexico.
The Company is exposed to the risk of changes in social, political and economic
conditions inherent in international manufacturing and purchasing, including
changes in the laws and policies that govern foreign investment and
international trade in territories and countries where it currently conducts
business, as well as, to a lesser extent, changes in United States laws and
regulations relating to foreign investment and trade. Any such social, political
or economic changes could pose, among other things, the risk of finished product
and raw material supply interruption or significant increases in finished
product and raw material prices. Accordingly, there can be no assurance that any
such changes in social, political or economic conditions will not have a
material adverse effect on the Company's business.
 
EFFECTS OF INCREASES IN EXCISE TAXES
 
    Cigars and smokeless tobacco products have long been subject to federal,
state and local excise taxes, and such taxes have frequently been increased or
proposed to be increased, in some cases significantly, to fund various
legislative initiatives. In particular, there have been proposals by the federal
government in the past to reform health care through a national program to be
funded principally through increases in federal excise taxes on tobacco
products. Enactment of new or significant increases in existing federal, state
or local excise taxes would result in decreased unit sales of cigars and
smokeless tobacco products, which could have a material adverse effect on the
Company's business. See "Business--Excise Taxes."
 
                                       10
<PAGE>
COMPETITION
 
    The Company encounters significant competition for the Company's products
from other third party providers of similar products. The Company believes that
the principal competitive factors affecting the business for all major product
categories--premium cigars, mass market large cigars, little cigars and
smokeless tobacco products--include product quality and taste, brand name
recognition, product innovation, low cost manufacturing and sales and marketing
resources. Additionally, competitive pricing is a significant factor affecting
the business for smokeless tobacco products. Certain competitors of the Company
in the cigar business and the smokeless tobacco business are better capitalized
than the Company and may have greater financial and other resources than those
available to the Company. See "Business--Competition."
 
DEPENDENCE ON SIGNIFICANT CUSTOMER
 
    Most of the Company's sales are to tobacco distributors, grocery wholesalers
and food and drug chains. The Company's largest customer, McLane Company Inc.,
accounted for approximately 12% and 14% of its net sales during 1995 and the
nine months ended September 30, 1996, respectively. Although management believes
that its relationship with this customer is good, the loss of this major
customer could have a material adverse effect on the Company's business.
 
IMPACT OF HOLDING COMPANY STRUCTURE
 
    The Company is a holding company with no business operations of its own. The
Company's only material asset is the outstanding capital stock of Swisher
International, Inc. ("Swisher International") through which the Company conducts
its business operations. Accordingly, the Company will be dependent upon the
earnings and cash flows of, and dividends and distributions from, Swisher
International to pay its expenses and meet its obligations and to pay any cash
dividends or distributions on the Common Stock that may be authorized by the
Board of Directors of the Company. There can be no assurance that Swisher
International will generate sufficient earnings and cash flows to pay dividends
or distribute funds to the Company to enable the Company to pay its expenses and
meet its obligations or that applicable state law and contractual restrictions,
including negative covenants contained in the debt instruments of Swisher
International, then in effect, will permit such dividends or distributions. The
terms of the Credit Agreement currently restrict the Company's ability to
declare dividends or make distributions, subject to certain limited exceptions.
See "--Indebtedness and Restrictions in Credit Agreement."
 
CONTROL BY PRINCIPAL STOCKHOLDER; ANTI-TAKEOVER EFFECT OF DUAL CLASSES OF STOCK
 
    Holders of the Company's Class A Common Stock are entitled to one vote per
share and holders of the Company's Class B Common Stock are entitled to ten
votes per share. Immediately after consummation of the Offerings, Hay Island
will own all of the outstanding shares of Class B Common Stock, which will
represent approximately    % of the combined voting power of the outstanding
shares of Common Stock (approximately    % if the Underwriters' over-allotment
options are exercised in full). Accordingly, Hay Island will be able to control
the vote on all matters submitted to a vote of the Company's stockholders,
including extraordinary transactions such as mergers and sales of all or
substantially all of the Company's assets and will be able to elect the entire
Board of Directors of the Company. Such control by Hay Island may discourage
certain types of transactions involving an actual or potential change of control
of the Company, including transactions in which the holders of Class A Common
Stock might receive a premium for their shares over prevailing market. William
Ziegler, III, directly and through various trusts (collectively, the "Ziegler
Parties"), is the 100% owner of Hay Island. See "The Company" and "Description
of Capital Stock."
 
                                       11
<PAGE>
    Subject to applicable law and the terms of the Credit Agreement, the Ziegler
Parties could sell any or all of the shares of common stock of Hay Island owned
by them from time to time for any reason. Upon the sale or transfer of any
shares of Class B Common Stock, other than to certain specified parties, such
shares automatically convert to shares of Class A Common Stock. A sale by Hay
Island of a sufficient number of shares of Class A Common Stock acquired upon
conversion of its shares of Class B Common Stock or a sale of a sufficient
number of shares of common stock of Hay Island owned by the Ziegler Parties
would result in a change of control of the Company. The occurrence of a change
of control of the Company would be an event of default under the Credit
Agreement which could require a potential acquiror to either repay or refinance
such indebtedness. See "--Indebtedness and Restrictions in Credit Agreement" and
"Certain Relationships and Related Transactions."
 
INDEBTEDNESS AND RESTRICTIONS IN CREDIT AGREEMENT
 
    As of September 30, 1996, the Company had outstanding consolidated
indebtedness of $124.8 million. As a result, a significant portion of cash flow
from operations must be dedicated to the payment of principal of and interest on
such indebtedness, thereby reducing the amount of funds available for working
capital, capital expenditures and other purposes. The Company's ability to make
scheduled payments on its outstanding indebtedness will depend on its financial
and operating performance, which, in turn, will be affected by prevailing
economic conditions and other factors. The Company's Credit Agreement imposes
operating and financial restrictions on the Company and also requires the
Company to comply with specified financial ratios and tests. Future debt
instruments of the Company may also contain restrictions. A failure to comply
with any of the covenants in the Company's financing agreements could result in
a default thereunder or under other agreements containing cross-default
provisions, which would permit lenders to accelerate the maturity of the
indebtedness under such agreements and to foreclose upon any collateral securing
such indebtedness. See "Description of Credit Agreement."
 
POSSIBLE FUTURE SALES OF SHARES BY PRINCIPAL STOCKHOLDER
 
    Immediately after consummation of the Offerings, the Company will have
outstanding       shares of Class A Common Stock and       shares of Class B
Common Stock. The       shares of Class B Common Stock owned by Hay Island are,
and the       shares of Class A Common Stock issuable upon conversion of such
shares of Class B Common Stock will be, "restricted securities" as defined in
Rule 144 under the Securities Act, and may not be sold in the absence of
registration under the Securities Act other than pursuant to Rule 144 under the
Securities Act or another exemption from registration thereunder. Pursuant to a
Registration Rights Agreement between the Company and Hay Island (the
"Registration Rights Agreement"), Hay Island has the right to require the
Company to register the shares of Class A Common Stock acquired upon conversion
of its shares of Class B Common Stock to facilitate their possible sale.
Although the Company can make no prediction as to the effect, if any, that sales
of shares of Class A Common Stock by Hay Island would have on the market price
prevailing from time to time, sales of substantial amounts of Class A Common
Stock or the availability of such shares for sale could adversely affect
prevailing market prices. See "Shares Eligible for Future Sale."
 
NO PRIOR MARKET FOR CLASS A COMMON STOCK; DETERMINATION OF PUBLIC OFFERING
  PRICE;
  POSSIBLE VOLATILITY OF STOCK PRICE
 
Before the Offerings, there has been no public market for the Class A Common
Stock and there can be no assurance as to the development or liquidity of any
trading market for the Class A Common Stock following the Offerings, nor can
there be any assurance that investors in the Class A Common Stock will be able
to resell their shares at or above the initial public offering price. The
initial public offering price for the shares of Class A Common Stock will be
determined through negotiations between the Company and the representatives of
the Underwriters, and may not be indicative of the market price for the Class A
 
                                       12
<PAGE>
Common Stock after the Offerings. The market price for the shares of the Class A
Common Stock may be volatile and may fluctuate based upon a number of factors,
including, without limitation, business performance, timing of revenues, news
announcements or changes in general market trading conditions. See
"Underwriting."
 
DILUTION
 
    The initial public offering price is expected to be substantially higher
than the book value per share of the Class A Common Stock. Investors purchasing
the Class A Common Stock in the Offerings will experience an immediate and
substantial increase in the deficit in net tangible book value per share of
Class A Common Stock of $         per share, based upon the mid-point of the
filing range set forth on the cover page of this Prospectus. To the extent
outstanding options to purchase Class A Common Stock are exercised, there will
be further dilution. See "Dilution."
 
USE OF NET PROCEEDS TO PAY DIVIDEND
 
    The net proceeds from the Offerings will be paid as a dividend to Hay
Island. Accordingly, none of the proceeds from the Offerings will be available
for use in the Company's business. See "Use of Proceeds."
 
                                       13
<PAGE>
                                  THE COMPANY
 
    Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with a 8% market share and in the United States with a 30%
market share, as measured by units sold in 1995. The Company, which has a strong
market position in each of the cigar categories in which it competes, offers a
broad product line of cigars, including mass market large cigars, such as its
SWISHER SWEETS, KING EDWARD and OPTIMO brands, premium cigars, such as the
BERING, LA PRIMADORA and PLEIADES brands, and little cigars, which the Company
markets under its SWISHER SWEETS LITTLE CIGARS and KING EDWARD LITTLE CIGARS
brands. The Company believes its SWISHER SWEETS cigar brand is the largest
selling cigar brand in the United States as measured by both units and dollars.
The Company also manufactures and markets a wide range of smokeless tobacco
products, including moist and dry snuff and loose leaf chewing tobacco, under
such brand names as MAIL POUCH, a 100-year old brand, and SILVER CREEK. During
1995, over 70% of the Company's net sales were derived from the sale of cigars.
The Company's net sales have increased from $156.5 million in 1993 to $216.8
million for the twelve months ended September 30, 1996, representing a compound
annual growth rate of 12.6%. During the same period, the Company's operating
profit increased from $16.9 million (before restructuring expenses) to $47.7
million, representing a compound annual growth rate of 45.8%.
 
    In 1992, Helme Tobacco Company ("Helme"), a subsidiary of Swisher
International that operated what today comprises the Company's smokeless tobacco
operations, closed its smokeless tobacco plant in Helmetta, New Jersey,
consolidating its dry snuff and moist snuff manufacturing, packaging and
shipping operations to its renovated plant in Wheeling, West Virginia. In 1993,
Helme merged into Swisher International. The merger improved the effectiveness
of the Company's sales and marketing efforts while also reducing sales and
administrative costs. In 1994, the Company closed its Waycross, Georgia cigar
plant and consolidated all of its cigar manufacturing activities into its
Jacksonville, Florida facility.
 
    On November 6, 1995, the Company acquired all of the outstanding shares (the
"Acquisition") of Swisher International, Inc. ("Swisher International") from
Eridania Beghin-Say, S.A. ("EBS") with EBS retaining a 12% beneficial ownership
interest in Swisher International through its ownership of 12% of the shares of
Hay Island. On June 21, 1996, all of EBS' shares in Hay Island were redeemed.
Hay Island is currently owned 100% by William Ziegler, III, directly and through
various trusts. See "Principal Stockholder."
 
    The Company is a holding company, which owns the outstanding capital stock
of Swisher International, through which the Company conducts its business
operations. The Company was incorporated on October 30, 1995 under the laws of
the state of Delaware, and maintains its principal executive offices at 459 East
16th Street, Jacksonville, Florida 32206 and its telephone number is (904)
353-4311.
 
                                       14
<PAGE>
                                USE OF PROCEEDS
 
    The net proceeds to the Company from the sale of shares of Class A Common
Stock offered by the Company hereby are estimated to be approximately $
million ($      million if the Underwriters' over-allotment option is exercised
in full), after deducting the underwriting discount and estimated offering
expenses payable by the Company, assuming an initial public offering price of
$      per share. All of the net proceeds of the Offerings will be paid as a
dividend to Hay Island. Accordingly, none of the proceeds from the Offerings
will be available for use in the Company's business.
 
                                DIVIDEND POLICY
 
    During the period from January 1, 1995 to November 6, 1995 the Company
declared and paid dividends of $14.7 million. During the nine month period ended
September 30, 1996, the Company paid cash dividends of $12.5 million.
Simultaneously with consummation of the Offerings, the Company intends to pay to
Hay Island a cash dividend of approximately $      million funded by the net
proceeds of the Offerings. The Company does not anticipate that, after the
Offerings, any dividends will be declared on the Common Stock and currently
intends to retain all earnings for use in the operations of its business.
 
    The Company, as a holding company with no business operations of its own, is
dependent on dividends and distributions from Swisher International to pay any
cash dividends or distributions on the Common Stock. In conjunction with the
Offerings, Swisher International and the Company have entered into an amendment
to the Credit Agreement, which, among other things, permits the Company to pay
the $      million dividend to Hay Island from the proceeds of the Offerings and
permits the Company to pay dividends and make distributions based on a formula.
The Company's ability to receive distributions from Swisher International to
enable it to fund dividend payments is not limited. Subject to these
restrictions, any future declaration of cash dividends will be at the discretion
of the Company's Board of Directors and will be dependent upon the Company's
results of operations, financial condition, contractual restrictions and other
factors deemed relevant by the Board of Directors of the Company. See "Risk
Factors--Indebtedness and Restrictions in Credit Agreement," "Risk
Factors--Impact of Holding Company Structure" and "Description of Credit
Agreement."
 
                                       15
<PAGE>
                                 CAPITALIZATION
 
    The following table sets forth the capitalization of the Company as of
September 30, 1996 on an actual and pro forma as adjusted basis as of that date
to reflect (i) the sale by the Company of the shares of Class A Common Stock
offered hereby (at an assumed initial public offering price of $         per
share) and (ii) the use of all the net proceeds of the Offerings to pay a cash
dividend of $         to Hay Island. This table should be read in conjunction
with the consolidated financial statements of the Company, and the related notes
thereto, which are included elsewhere in this Prospectus. See also "Use of
Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Description of Capital
Stock."
 
<TABLE>
<CAPTION>
                                                                                             SEPTEMBER 30, 1996
                                                                                           -----------------------
                                                                                                        PRO FORMA
                                                                                             ACTUAL    AS ADJUSTED
                                                                                           ----------  -----------
<S>                                                                                        <C>         <C>
                                                                                               (IN THOUSANDS)
Short-term debt..........................................................................  $       23   $      23
Current portion of long-term debt........................................................      15,981      15,981
                                                                                           ----------  -----------
                                                                                               16,004      16,004
 
Long-term debt...........................................................................     108,761     108,761
                                                                                           ----------  -----------
    Total debt...........................................................................     124,765     124,765
                                                                                           ----------  -----------
Stockholders' equity (a):
  Class A Common Stock, $  par value,         shares authorized,         shares issued
    and outstanding......................................................................      --
  Class B Common Stock, $  par value,         shares authorized,         shares issued
    and outstanding......................................................................
  Paid-in capital........................................................................      31,128
  Retained earnings (deficit)............................................................      10,096
                                                                                           ----------  -----------
    Total stockholders' equity...........................................................      41,224
                                                                                           ----------  -----------
        Total capitalization.............................................................  $  165,989   $
                                                                                           ----------  -----------
                                                                                           ----------  -----------
</TABLE>
 
- ------------------------
 
(a) Excludes an aggregate of      shares of Class A Common Stock reserved for
    issuance under the 1996 Stock Option Plan.
 
                                       16
<PAGE>
                                    DILUTION
 
    As of September 30, 1996, the Company had a deficit in net tangible book
value of approximately $7.9 million or $_____ per share of Common Stock. "Net
tangible book value" per share of Common Stock equals the total tangible assets
of the Company, less all liabilities of the Company, divided by the number of
shares of Common Stock outstanding. Without taking into account any changes in
the deficit in net tangible book value after September 30, 1996, other than to
give effect to (i) the sale by the Company of the    shares of Class A Common
Stock offered hereby (at an assumed initial public offering price of $      per
share) and (ii) the payment to Hay Island of the net proceeds from the
Offerings, the pro forma deficit in net tangible book value of the Common Stock
as of September 30, 1996 would have been approximately $      million or $
per share. This represents an immediate dilution of $____ per share to the new
investors. The following table illustrates this per share dilution (in
thousands):
 
<TABLE>
<S>                                                                       <C>        <C>
Initial public offering price per share.................................                     $
  Deficit in net tangible book value per share as of September 30,
    1996................................................................          $
  Decrease attributable to the payment to Hay Island of the net proceeds
    from the Offerings..................................................          $
  Increase attributable to the Offerings................................          $
  Pro forma deficit in net tangible book value per share as of September
    30, 1996............................................................          $
Dilution per share to new investors in the Offerings....................                     $
</TABLE>
 
    The following table sets forth, on a pro forma as adjusted basis as of
September 30, 1996, the number of shares of Common Stock purchased from the
Company, the effective cash cost to the existing stockholder and the average
price per share paid by the existing stockholder and to be paid by new
stockholders.
 
<TABLE>
<CAPTION>
                                                                                                           AVERAGE
                                                            SHARES OF                   TOTAL             PRICE PER
                                                           COMMON STOCK             CONSIDERATION          SHARE OF
                                                     ------------------------  ------------------------     COMMON
                                                       NUMBER       PERCENT      AMOUNT       PERCENT       STOCK
                                                     -----------  -----------  -----------  -----------  ------------
<S>                                                  <C>          <C>          <C>          <C>          <C>
Current stockholder................................
New investors......................................
                                                     -----------  -----------  -----------  -----------
  Total............................................
                                                     -----------  -----------  -----------  -----------
                                                     -----------  -----------  -----------  -----------
</TABLE>
 
- ------------------------
 
    The calculations in the tables set forth above do not reflect an aggregate
of       shares of Class A Common Stock reserved for issuance under the 1996
Stock Option Plan, including       shares of Class A Common Stock subject to
outstanding options granted at the initial public offering price of the Class A
Common Stock. See "Management--1996 Stock Option Plan."
 
                                       17
<PAGE>
                            SELECTED FINANCIAL DATA
 
    The selected historical financial data as of December 31, 1993, 1994,
November 6, 1995 and December 31, 1995, and for the years ended December 31,
1993 and 1994, for the period from January 1, 1995 to November 6, 1995 and for
the period from November 7, 1995 to December 31, 1995 were derived from the
Company's audited consolidated financial statements included elsewhere in this
Prospectus. The selected historical financial data as of December 31, 1991 and
for the year then ended has been derived from unaudited consolidated financial
statements which are not included in this Prospectus. The selected historical
financial data as of December 31, 1992 and for the year then ended has been
derived from the Company's 1992 audited consolidated financial statements which
have not been included in this Prospectus. The selected historical financial
data as of September 30, 1995 and September 30, 1996, and for the nine months
ended September 30, 1995 and 1996 have been derived from unaudited condensed
consolidated financial statements included elsewhere in this Prospectus. In the
opinion of management, the unaudited condensed consolidated financial statements
reflect all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of consolidated financial position, results of
operations and cash flows. The results of operations for the nine months ended
September 30, 1995 and 1996 are not necessarily indicative of the results to be
expected for the full year.
 
    As a result of the Acquisition of the Company on November 6, 1995, the
Company's consolidated financial position, results of operations and cash flows
as of December 31, 1995, and for the period from November 7, 1995 through
December 31, 1995, are not comparable to prior periods. The selected unaudited
pro forma data is for informational purposes and does not purport to be
representative of the results of operations or financial position of the Company
had the Acquisition actually taken place as of January 1, 1995, the Offerings
been consummated as of September 30, 1996 or the payment to Hay Island of the
estimated net proceeds from the Offerings taken place as of September 30, 1996.
 
    The following selected financial data should be read in conjunction with
"Summary Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," the consolidated financial statements of
the Company and pro forma condensed financial data of the Company included
elsewhere in this Prospectus. See "Index to Financial Statements."
 
                                       18
<PAGE>
                            SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                                                  PREDECESSOR                           SUCCESSOR
                                                          -----------------------------------------------------------  ------------
                                                                                                           JANUARY 1    NOVEMBER 7
                                                                     YEAR ENDED DECEMBER 31,                THROUGH      THROUGH
                                                          ----------------------------------------------  NOVEMBER 6,  DECEMBER 31,
                                                             1991        1992        1993        1994        1995          1995
                                                          ----------  ----------  ----------  ----------  -----------  ------------
<S>                                                       <C>         <C>         <C>         <C>         <C>          <C>
STATEMENT OF OPERATIONS DATA:                                           (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Net sales...............................................  $  145,943  $  148,878  $  156,485  $  163,285   $ 155,120    $   31,266
Cost of sales...........................................      83,340      87,476      89,193      88,720      83,522        16,514
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Gross profit............................................      62,603      61,402      67,292      74,565      71,598        14,752
Selling, general and administrative expenses............      45,720      46,013      50,366      47,208      40,331         7,207
Restructuring expenses..................................      --           3,593       5,200       5,400      --            --
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Operating profit........................................      16,883      11,796      11,726      21,957      31,267         7,545
Interest expense, net...................................      10,927      10,163       9,081       5,503       3,437         1,670
Other (income) expense, net.............................         231      (1,374)     (1,995)     (2,706)     (2,360)           25
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Income before income taxes, minority interest and
  accounting changes....................................       5,725       3,007       4,640      19,160      30,190         5,850
Provision for income taxes..............................       2,365       1,355       1,570       7,461      11,536         2,228
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Income before minority interest and accounting
  changes...............................................       3,360       1,652       3,070      11,699      18,654         3,622
Minority interest.......................................      --            (426)     (1,010)       (997)       (967)       --
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Income before accounting changes........................       3,360       1,226       2,060      10,702      17,687         3,622
Accounting changes (c)(d)...............................      --           1,118      (6,898)     --          --            --
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Net income (loss).......................................  $    3,360  $    2,344  ($   4,838) $   10,702   $  17,687    $    3,622
                                                          ----------  ----------  ----------  ----------  -----------  ------------
                                                          ----------  ----------  ----------  ----------  -----------  ------------
Pro forma earnings per share (e)........................
Pro forma weighted average shares outstanding (e).......
OTHER DATA:
Gross margin............................................        42.9%       41.2%       43.0%       45.7%       46.2%         47.2%
Operating margin .......................................        11.6         7.9         7.5        13.5        20.2          24.1
EBITDA margin...........................................        14.4        11.6        11.6        17.9        24.1          26.7
EBITDA (f)..............................................  $   20,952  $   17,323  $   18,201  $   29,176   $  37,451    $    8,337
 
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital.........................................  $   62,157  $   51,880  $   54,950  $   46,794   $  39,690    $   31,925
Total assets............................................     146,389     179,069     177,394     193,860     185,085       194,230
Total debt..............................................      74,229      83,413      78,214      77,104      61,050       128,152
Total stockholders' equity..............................      72,931      74,501      69,663      80,365      93,330        34,750
 
<CAPTION>
                                                                                              SUCCESSOR
                                                                                        ----------------------
                                                                          PREDECESSOR
                                                                         -------------    NINE MONTHS ENDED
                                                            PRO FORMA     NINE MONTHS       SEPTEMBER 30,
                                                           YEAR ENDED        ENDED      ----------------------
                                                          DECEMBER 31,   SEPTEMBER 30,  PRO FORMA
                                                             1995(A)         1995        1995(A)       1996
                                                          -------------  -------------  ----------  ----------
<S>                                                       <C>            <C>            <C>         <C>
STATEMENT OF OPERATIONS DATA:
Net sales...............................................   $   186,386    $   138,358   $  138,358  $  168,779
Cost of sales...........................................       100,036         74,097       74,097      85,883
                                                          -------------  -------------  ----------  ----------
Gross profit............................................        86,350         64,261       64,261      82,896
Selling, general and administrative expenses............        55,306         34,780       40,606      44,515(b)
Restructuring expenses..................................       --             --            --          --
                                                          -------------  -------------  ----------  ----------
Operating profit........................................        31,044         29,481       23,655      38,381
Interest expense, net...................................         8,445          3,040        6,062       7,088
Other (income) expense, net.............................       --              (1,820)      --              86
                                                          -------------  -------------  ----------  ----------
Income before income taxes, minority interest and
  accounting changes....................................        22,599         28,261       17,593      31,207
Provision for income taxes..............................         8,962         10,795        6,964      12,258
                                                          -------------  -------------  ----------  ----------
Income before minority interest and accounting
  changes...............................................        13,637         17,466       10,629      18,949
Minority interest.......................................       --                (882)      --          --
                                                          -------------  -------------  ----------  ----------
Income before accounting changes........................        13,637         16,584       10,629      18,949
Accounting changes (c)(d)...............................       --             --            --          --
                                                          -------------  -------------  ----------  ----------
Net income (loss).......................................   $    13,637    $    16,584   $   10,629  $   18,949
                                                          -------------  -------------  ----------  ----------
                                                          -------------  -------------  ----------  ----------
Pro forma earnings per share (e)........................   $                            $           $
Pro forma weighted average shares outstanding (e).......
OTHER DATA:
Gross margin............................................          46.3%          46.4%        46.4%       49.1%
Operating margin .......................................          16.6           21.3         17.1        22.7(b)
EBITDA margin...........................................          19.6           24.4         19.3        25.3(b)
EBITDA (f)..............................................   $    36,453    $    33,800   $   26,730  $   42,679(b)
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital.........................................                  $    45,512               $   54,329
Total assets............................................                      201,780                  201,544
Total debt..............................................                       70,287                  124,765
Total stockholders' equity..............................                       96,948                   41,224
</TABLE>
 
- ----------------------------------
(a) Pro forma results of operations presents the results of operations as if the
    Acquisition of the Company had taken place as of January 1, 1995. (See Note
    1 to the consolidated financial statements as of December 31, 1995, and pro
    forma condensed consolidated financial data for the year ended December 31,
    1995 and for the nine months ended September 30, 1995 included elsewhere in
    this Prospectus.)
(b) Selling, general and administrative expenses for the nine months ended
    September 30, 1996 includes one-time, special bonuses to management of
    approximately $3.9 million. Excluding this amount, operating margin, EBITDA
    Margin and EBITDA would have been 25.1%, 27.6% and $46.6 million,
    respectively.
(c) Represents 1992 cumulative effect of change in the method of accounting for
    income taxes.
(d) Represents 1993 cumulative effect of change in method of accounting for
    postretirement benefits other than pensions and other postemployment
    benefits, net of income taxes in 1993. (See Notes 7 and 8 to the
    consolidated financial statements.)
(e) Pro forma earnings per share is calculated based on the aggregate number of
    shares of the Company's Class A and Class B Common Stock which will be
    outstanding upon the completion of the Offerings.
(f)  EBITDA is defined as earnings before interest expense, net, provision for
    income taxes and depreciation and amortization. The Company believes that
    EBITDA is a measure commonly used by analysts and investors. Accordingly,
    this information has been disclosed herein to permit a more complete
    analysis of the Company's operating performance. EBITDA should not be
    considered in isolation or as a substitute for net income or other
    consolidated statement of operations or cash flow data prepared in
    accordance with generally accepted accounting principles as a measure of the
    profitability or liquidity of the Company. EBITDA does not take into account
    the Company's debt service requirements and other commitments and,
    accordingly, is not necessarily indicative of amounts that may be available
    for discretionary uses.
 
                                       19
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    The following discussion and analysis should be read in conjunction with the
"Selected Financial Data" and the Company's consolidated financial statements
and the related notes thereto, which are included elsewhere in this Prospectus.
 
OVERVIEW
 
    Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with a 8% market share and in the United States with a 30%
market share, measured by units sold in 1995. In the United States, the largest
cigar market in the world, the Company is also the leading manufacturer and
marketer of cigars with approximately a 30% market share, as measured by units
sold in 1995. The Company's net sales have increased from $156.5 million in 1993
to $216.8 million for the twelve months ended September 30, 1996, representing a
compound annual growth rate of 12.6%. During the same period, the Company's
operating profit increased from $16.9 million (before restructuring expenses of
$5.2 million) to $45.8 million, representing a compound annual growth rate of
43.6%. The Company believes that its strong operating performance has been due
to: (i) the strength of the Company's brands, especially its SWISHER SWEETS
brand, which the Company believes is the largest selling cigar brand in the
United States, (ii) the resurgence in cigar smoking and the related growth in
the consumption and retail dollar sales of cigars, (iii) the Company's
significant market position in each of the major cigar product categories in
which it competes, (iv) its ability to increase prices of its major cigar
product categories in each of the last several years, (v) the growth in the
retail dollar sales of moist snuff smokeless tobacco products, and the Company's
increasing market share of this product category, (vi) its continuous efforts to
reduce manufacturing unit costs and improve its manufacturing processes and
(vii) the strength of the Company's sales and marketing organization.
 
    The Company's profitability depends, to a significant extent, on the level
of utilization of its manufacturing capacity and the efficiencies of its
operations. As the Company has increased its volume, coupled with the Company's
processing improvements and pricing increases, the Company's gross margin
improved from 43.0% of net sales in the year ended December 31, 1993 to 48.4% of
net sales in the twelve months ended September 30, 1996 and its operating profit
margin improved from 10.8% of net sales (before restructuring expenses of $5.2
million) in the year ended December 31, 1993 to 21.1% of net sales in the twelve
months ended September 30, 1996.
 
    The Company believes that the gross profit margins in the cigar industry
vary by cigar product category. The Company's gross profit margins also vary.
The relative gross profit margins of its major cigar categories in descending
order are, generally, little cigars, mass market large cigars and premium
cigars. In general, the gross profit margins on smokeless tobacco products are
higher than the gross profit margins on cigar products.
 
    The Company has completed three major cost savings initiatives to streamline
its operations, increase its manufacturing efficiencies and improve its sales
and marketing organization while reducing overall administrative costs. In 1992,
the Company consolidated its dry snuff and moist snuff manufacturing, packaging
and shipping operations from its plant in Helmetta, New Jersey, which it closed,
to its Wheeling, West Virginia facility. In 1993, as a result of the merger of
Helme, the Company realized significant reductions in selling, general and
administrative expenses. In 1994, the Company closed its Waycross, Georgia cigar
plant and consolidated all of its cigar manufacturing activities into its
Jacksonville, Florida facility. As a result of these consolidations, the Company
incurred pre-tax restructuring charges of $5.4 million in 1994, $5.2 million in
1993 and $3.6 million in 1992, and has realized significant cost savings in its
base manufacturing and selling, general and administrative expenses.
 
    The Company's raw material inventory requirements for cigar production are
relatively modest due to its long standing relationships with major tobacco
suppliers who commit to supply tobacco as needed by the Company. The Company's
largest working capital requirements are driven by its smokeless tobacco
operations. The tobacco for dry and moist snuff and loose leaf chewing tobacco
requires aging of two to
 
                                       20
<PAGE>
three years before being processed into finished products. The Company maintains
sufficient smokeless tobacco raw material inventories to ensure proper aging and
an adequate supply. Although the Company's business is not seasonal, purchases
of smokeless tobacco raw material inventory typically occur from the middle of
the fourth quarter through the end of the first quarter of each year. Therefore,
inventories at year end and at the end of the first quarter are typically higher
than during the rest of the year.
 
    The Company currently purchases its premium cigars from third-party
manufacturers. Prices for each year are generally agreed to prior to the start
of the year. Typically, prices are subject to adjustment if the third-party
manufacturer can substantiate that its costs of manufacturing have increased by
a fixed percentage over the costs assumed in setting the prices. The Company's
ability to maintain its gross margins for premium cigars in the event of price
increases by the third-party manufacturers is dependent on its ability to pass
along these cost increases in the form of price increases to its customers. Over
the last few years the Company has been able to raise retail prices to recover
product price increases, however, there is no assurance it will be able to do so
in the future to the full extent needed to maintain its gross margins.
 
    The Company sources its tobacco requirements from vendors in countries
throughout the world. In addition, approximately 6.0% of the Company's net sales
are to customers in foreign countries. Virtually all of the Company's sales are
denominated in U.S. dollars as are its raw material and finished product
purchases. Thus, the Company has no material exposure to foreign exchange gains
or losses.
 
    The Company is a holding company, which owns the outstanding capital stock
of Swisher International, through which the Company conducts its business
operations. The results of operations and financial position of the Company
reflect the consolidated results of operations and financial position of Swisher
International and its predecessors. Before November 6, 1995, Swisher
International was a wholly owned subsidiary of AMPCo. On November 6, 1995, the
Company acquired all of the outstanding shares of Swisher International (the
"Acquisition"). Prior to the Acquisition, a subsidiary of the Company owned
certain trademarks, tradenames, patents and copyrights used by the Company and
AMPCo for which such subsidiary received royalty income from the Company and
AMPCo, which is included in "Other (income) expense, net" on the Statement of
Operations. The portion of such royalty income attributable to AMPCo is listed
as a minority interest on the financial statements of the predecessor company.
Upon the sale of the Company on November 6, 1995, this subsidiary was liquidated
and dissolved. The trademarks relating to the business of Swisher International
are currently owned by its wholly owned subsidiary, King Edward Technology Inc.
 
    The results of operations and financial position of the Company have been
significantly affected by adjustments resulting from the Acquisition, including
a substantial increase in debt associated with the Acquisition, the allocation
of purchase price and amortization of goodwill. As a result of these
adjustments, the results of operations and financial position of the Company
before the Acquisition are not comparable with its results of operations and
financial position thereafter. To facilitate the comparison of the predecessor
results of operations of the Company for the year ended December 31, 1994 with
the year ended December 31, 1995, the predecessor results of operations of the
Company for the period January 1, 1995 through November 6, 1995 have been
combined with the successor results of operations of the Company from the period
November 7, 1995 through December 31, 1995 and presented after giving pro forma
effect to the Acquisition as if the Acquisition had occurred on January 1, 1995.
Additionally, the results of operations of the Company for the nine months ended
September 30, 1996 have been compared to the results of operations of the
Company for the nine months ended September, 1995 on a pro forma basis giving
effect to the Acquisition as if the Acquisition had occurred on January 1, 1995.
 
                                       21
<PAGE>
RESULTS OF OPERATIONS
 
    The following table sets forth certain of the Company's statement of
operations data for each of the periods presented.
 
<TABLE>
<CAPTION>
                                                 PREDECESSOR                       SUCCESSOR
                                             --------------------  ------------------------------------------
                                                                                 NINE MONTHS ENDED SEPTEMBER
                                             YEAR ENDED DECEMBER    PRO FORMA                30,
                                                     31,            YEAR ENDED   ----------------------------
                                             --------------------  DECEMBER 31,    PRO FORMA
                                               1993       1994       1995(A)        1995(A)         1996
                                             ---------  ---------  ------------  -------------  -------------
<S>                                          <C>        <C>        <C>           <C>            <C>
                                                                  (DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Net sales..................................  $ 156,485  $ 163,285   $  186,386    $   138,358    $   168,779
Cost of sales..............................     89,193     88,720      100,036         74,097         85,883
                                             ---------  ---------  ------------  -------------  -------------
Gross profit...............................     67,292     74,565       86,350         64,261         82,896
Selling, general and administrative
  expenses.................................     50,366     47,208       55,306         40,606         44,515(b)
Restructuring expenses.....................      5,200      5,400       --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Operating profit...........................     11,726     21,957       31,044         23,655         38,381
Interest expense, net......................      9,081      5,503        8,445          6,062          7,088
Other (income) expense, net................     (1,995)    (2,706)      --            --                  86
                                             ---------  ---------  ------------  -------------  -------------
Income before income taxes, minority
  interest and accounting changes..........      4,640     19,160       22,599         17,593         31,207
Provision for income taxes.................      1,570      7,461        8,962          6,964         12,258
                                             ---------  ---------  ------------  -------------  -------------
Income before minority interest and
  accounting changes.......................      3,070     11,699       13,637         10,629         18,949
Minority interest..........................     (1,010)     (997)       --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Income before accounting changes...........      2,060     10,702       13,637         10,629         18,949
Accounting changes (c).....................     (6,898)    --           --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Net income (loss)..........................  $  (4,838) $  10,702   $   13,637    $    10,629    $    18,949
                                             ---------  ---------  ------------  -------------  -------------
                                             ---------  ---------  ------------  -------------  -------------
STATEMENT OF OPERATIONS DATA AS A
  PERCENTAGE OF NET SALES:
Net sales..................................      100.0%     100.0%       100.0%         100.0%         100.0%
Cost of sales..............................       57.0       54.3         53.7           53.6           50.9
                                             ---------  ---------  ------------  -------------  -------------
Gross margin...............................       43.0       45.7         46.3           46.4           49.1
Selling, general and administrative
  expenses.................................       32.2       28.9         29.7           29.3           26.4(b)
Restructuring expenses.....................        3.3        3.3       --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Operating margin...........................        7.5       13.5         16.6           17.1           22.7(b)
Interest expense, net......................        5.8        3.4          4.5            4.4            4.2
Other (income) expense, net................       (1.3)      (1.7)      --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Income before income taxes, minority
  interest and accounting changes..........        3.0       11.8         12.1           12.7           18.5
Provision for income taxes.................        1.0        4.6          4.8            5.0            7.3
                                             ---------  ---------  ------------  -------------  -------------
Income before minority interest and
  accounting changes.......................        2.0        7.2          7.3            7.7           11.2
Minority interest..........................        (.6)      (.6)       --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Income before accounting changes...........        1.4        6.6          7.3            7.7           11.2
Accounting changes (c).....................       (4.3)    --           --            --             --
                                             ---------  ---------  ------------  -------------  -------------
Net income (loss)..........................       (3.1)%       6.6%         7.3%          7.7%          11.2%
                                             ---------  ---------  ------------  -------------  -------------
                                             ---------  ---------  ------------  -------------  -------------
</TABLE>
 
    (a) The unaudited pro forma statement of operations data gives pro forma
effect to the Acquisition of the Company as if it had occurred on January 1,
1995. The unaudited pro forma data is for information purposes only and does not
purport to be representative of the results of operations or financial position
of the Company had the Acquisition actually taken place as of January 1, 1995.
See pro forma condensed financial statements.
 
    (b) Selling, general and administrative expenses for the nine months ended
September 30, 1996 includes one time, special bonuses to management of
approximately $3.9 million. Excluding this amount, selling, general and
administrative expenses and operating margin as percentages of net sales would
have been 24.1% and 25.1%, respectively.
 
    (c) Represents cumulative effect of change in method of accounting for
postretirement benefits other than pensions and other postemployment benefits.
 
                                       22
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO PRO FORMA NINE MONTHS ENDED
  SEPTEMBER 30, 1995
 
    NET SALES.  Net sales increased $30.4 million or 22.0% to $168.8 million for
the nine months ended September 30, 1996 from $138.4 million for the nine months
ended September 30, 1995. The increase in net sales was primarily due to higher
sales of cigars and, to a lesser extent, higher sales of smokeless tobacco
products. Cigar sales increased principally due to growth in unit volumes of
premium, mass market large cigars and little cigars. Cigar sales also increased
as a result of a shift in sales mix to higher priced cigars and price increases
on mass market large and premium cigar brands. Smokeless tobacco sales increased
as a result of continued volume increases, particularly in moist snuff.
 
    GROSS PROFIT.  Gross profit increased $18.6 million or 29.0% to $82.9
million (49.1% of net sales) for the nine months ended September 30, 1996 from
$64.3 million (46.4% of net sales) for the nine months ended September 30, 1995.
The increase in gross profit for the first nine months of 1996 was due to the
increase in net sales in the cigar and smokeless tobacco product categories. As
a percentage of net sales, gross profit increased due to fixed manufacturing
costs being spread over increased production volumes. In addition, the Company
incurred certain tobacco raw material cost increases which it was able to offset
by higher selling prices.
 
    SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES.  SG&A expenses
increased $3.9 million or 9.6% to $44.5 million (26.4% of net sales) for the
nine months ended September 30, 1996 from $40.6 million (29.3% of net sales) for
the nine months ended September 30, 1995. Substantially all of the increase of
$3.9 million is attributable to one time special bonuses to senior management.
Excluding this bonus, SG&A expenses would have been 24.1%, as a percentage of
net sales. The decrease, as a percentage of net sales, was primarily due to SG&A
expenses increasing at a lower rate relative to the increase in net sales as a
consequence of management's effort to monitor and reduce expenses.
 
    OPERATING PROFIT.  Operating profit increased $14.7 million or 62.3% to
$38.4 million (22.7% of net sales) for the nine months ended September 30, 1996
from $23.7 million (17.1% of net sales) for the nine months ended September 30,
1995. The increase was primarily due to higher gross profit margins and a
decrease in SG&A expenses as a percentage of net sales. Without the increase of
$3.9 million attributable to the one time special bonuses to senior management,
operating profit would have been $42.3 million (25.1% of net sales).
 
    INTEREST EXPENSE, NET.  Interest expense, net increased $1.0 million or
16.9% to $7.1 million for the nine months ended September 30, 1996 from $6.1
million for the nine months ended September 30, 1995. The increase resulted from
lower levels of interest income. For the nine months ended September 30, 1996,
the average debt balance was $126.5 million, with an average effective interest
rate of 7.5%. For the nine months ended September 30, 1995, the average debt
balance was $129.9 million, with an average effective interest rate of 7.6%.
 
    INCOME TAXES.  The effective income tax rate was 39.3% and 39.6% for the
nine months ended September 30, 1996 and 1995, respectively.
 
    NET INCOME.  Net income increased $8.3 million or 78.3% to $18.9 million
(11.2% of net sales), for the nine months ended September 30, 1996 from $10.6
million (7.7% of net sales), for the nine months ended September 30, 1995.
 
PRO FORMA YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994.
 
    NET SALES.  Net sales increased $23.1 million or 14.1% to $186.4 million for
the year ended December 31, 1995 from $163.3 million for the year ended December
31, 1994. The increase in net sales was principally due to increases in unit
sales of all cigar product categories, with the largest percentage increase
occurring in premium cigars. Smokeless tobacco product net sales rose
principally as a result of unit volume increases in moist snuff and loose leaf
tobacco. Price increases occurred across all product categories.
 
                                       23
<PAGE>
    GROSS PROFIT.  Gross profit increased $11.8 million or 15.8% to $86.4
million (46.3% of net sales) for the year ended December 31, 1995 from $74.6
million (45.7% of net sales) for the year ended December 31, 1994. The increase
in gross profit was due to the increase in net sales in the cigar and smokeless
tobacco product categories. As a percentage of net sales, gross profit increased
due to lower fixed manufacturing costs being spread over increased production
volumes and the ability to pass through raw material cost increases.
 
    SG&A EXPENSES.  SG&A expenses increased $8.1 million or 17.2% to $55.3
million (29.7% of net sales) for the year ended December 31, 1995 from $47.2
million (28.9% of net sales) for the year ended December 31, 1994. The increase,
on a pro forma basis, is primarily due to additional estimated corporate
expenses, which will be incurred on a stand alone basis and the amortization of
goodwill.
 
    RESTRUCTURING EXPENSES.  In 1994, the Company incurred a pre-tax
restructuring charge of $5.4 million as a result of the merger of Helme, which
manufactured smokeless tobacco as a separate entity, into the Company. The
charge included severance costs for personnel and plant closing costs associated
with the merger.
 
    OPERATING PROFIT.  Operating profit increased $9.1 million or 41.4% to $31.0
million (16.6% of net sales) for the year ended December 31, 1995 from $22.0
million (13.5% of net sales) for the year ended December 31, 1994. The increase
was primarily due to higher gross profit margins and the lack of a restructuring
charge in 1995 offset by higher SG&A expenses as a percentage of net sales.
 
    INTEREST EXPENSE, NET.  Interest expense, net increased 53.5% to $8.4
million for the year ended December 31, 1995 from $5.5 million for the year of
December 31, 1994. The increase resulted from higher debt associated with the
Acquisition. For the year ended December 31, 1995, the average debt balance was
$129.0 million, with an average effective interest rate of 7.6%. For the year
ended December 31, 1994, the average debt balance was $77.7 million, with an
average effective interest rate of 8.6%.
 
    INCOME TAXES.  The effective income tax rate was 39.7% and 38.9% for the
years ended December 31, 1995 and 1994, respectively. The higher effective
income tax rate for the year ended December 31, 1995 is primarily due to higher
state income taxes.
 
    NET INCOME.  Net income increased $2.9 million or 27.4% to $13.6 million
(7.3% of net sales), for the year ended December 31, 1995 from $10.7 million
(6.6% of net sales), for the year ended December 31, 1994.
 
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993.
 
    NET SALES.  Net sales increased $6.8 million or 4.3% to $163.3 million for
the year ended December 31, 1994 from $156.5 million for the year ended December
31, 1993. The increase in net sales was due to increases in sales of cigars.
Total smokeless tobacco products net sales were slightly lower. The increase in
cigar sales was principally due to higher unit sales of all cigar product
categories. Cigar sales were also positively impacted by price increases in
little cigars and premium cigars. Increases in moist snuff volumes were offset
by lower volumes in loose leaf due to competitive pricing.
 
    GROSS PROFIT.  Gross profit increased $7.3 million or 10.8% to $74.6 million
(45.7% of net sales) for the year ended December 31, 1994 from $67.3 million
(43.0% of net sales) for the year ended December 31, 1993. The increase in gross
profit was due to the increase in net sales, partially offset by increases in
the cost of cigar and smokeless tobacco raw materials. As a percentage of net
sales, gross profit increased due to fixed manufacturing costs being spread over
increased production volumes.
 
    SG&A EXPENSES.  SG&A expenses decreased $3.2 million or 6.3% to $47.2
million (28.9% of net sales) for the year ended December 31, 1994 from $50.4
million (32.2% of net sales) for the year ended December 31, 1993. The decrease,
as a percentage of net sales, was due primarily to the benefit derived from the
plant consolidations.
 
                                       24
<PAGE>
    OPERATING PROFIT.  Operating profit increased $10.2 million or 87.3% to
$22.0 million (13.5% of net sales) for the year ended December 31, 1994 from
$11.7 million (7.5% of net sales) for the year ended December 31, 1993. The
increase was primarily due to higher gross profit margins and a decrease in SG&A
expenses as a percentage of net sales as a result of the plant consolidations.
 
    INTEREST EXPENSE, NET.  Interest expense, net decreased $3.6 million or
39.4% to $5.5 million for the year ended December 31, 1994 from $9.1 million for
the year of December 31, 1993. The decrease resulted from a lower average debt
balance and lower effective interest rate for 1994. For the year ended December
31, 1994, the average debt balance was $77.7 million, with an average effective
interest rate of 8.6%. For the year ended December 31, 1993, the average debt
balance was $80.8 million, with an average effective interest rate of 11.8%.
 
    INCOME TAXES.  The effective income tax rate was 38.9% and 33.8% for the
years ended December 31, 1994 and 1993 respectively. For both years, the Company
was part of AMPCo and filed its income taxes as part of a consolidated group.
 
    NET INCOME.  Net income increased 221.2% to $10.7 million, (6.6% of net
sales), for the year ended December 31, 1994 from a loss of $4.8 million ((3.1)%
of net sales), for the year ended December 31, 1993.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Net cash flows from operating activities were $20.3 million and $23.0
million for the nine month periods ended September 30, 1996 and 1995,
respectively and $31.5 million, $25.4 million and $6.9 million for the years
ended December 31, 1995, 1994 and 1993, respectively. The decrease of $2.6
million for the nine months ended of 1995 to 1996 was primarily due to higher
working capital requirements resulting from increased accounts receivable and
inventory levels associated with higher sales volumes, partially offset by an
increase in net income. The increase of $6.2 million from 1994 to 1995 was
primarily due to higher net income in 1995 and changes in working capital. The
increase of $18.4 million from 1993 to 1994 was primarily due to higher net
income. Historically, the Company's capital requirements have approximated its
depreciation expense. As the Company expands its manufacturing operations,
depreciation expense will increase, but in the near term will be less than
expenditures on capital projects. The Company will fund its projects using
internal cash flow and, if needed, bank borrowings.
 
    Working capital requirements can be expected to grow as the Company's
business grows. The Company's raw material inventory requirements for cigar
production are relatively modest due to its long standing relationships with
major tobacco suppliers who commit to supply tobacco inventory as needed by the
Company. The Company's largest working capital requirements are driven by its
smokeless tobacco operations. The tobacco for dry and moist snuff and loose leaf
chewing tobacco requires aging of two to three years before being processed into
finished products. The Company maintains sufficient smokeless tobacco raw
material inventories to ensure proper aging and an adequate supply. Although the
Company's business is not seasonal, purchases of smokeless tobacco raw material
inventory typically occur from the middle of the fourth quarter through the end
of the first quarter of each year. Therefore, inventories at year end and at the
end of the first quarter are typically higher than during the rest of the year.
The Company will fund its seasonal working capital requirements through
operating cash flows, and, if needed, bank borrowings.
 
    Cash flows used in investing activities were $167.4 million, $4.0 million
and $4.4 million in 1995, 1994 and 1993, respectively and $4.3 million and $3.2
million for the nine months ended 1996 and 1995, respectively. Cash flows used
in 1995 primarily related to financing the Acquisition. The capital expenditures
in 1995 and the nine month period of 1996 primarily relate to investments in
manufacturing equipment to expand the Company's manufacturing capacity in mass
market large and little cigars. Capital expenditures in 1994 and 1993 were
broad-based and part of the Company's continuing maintenance and improvement
program at its manufacturing facilities. Capital expenditures of $2.0 million
are expected to be incurred in the fourth quarter of 1996 for numerous projects,
including but not limited to, little cigar machinery and mass market large cigar
production equipment. For 1997, the Company currently expects
 
                                       25
<PAGE>
that capital expenditures will be between $10 million and $15 million and will
be used to expand its off-shore premium cigar production capacity, expand its
domestic production capacity in mass market large cigars and little cigars and
continue its current maintenance capital program. Capital expenditures are
estimated to be between $4 million and $7 million for each of 1998 and 1999 and
are expected to be used to maintain existing equipment and facilities as well as
increase production capacity. The capital expenditures referred to above are
expected to be funded out of cash flows from operations.
 
    Cash flows provided (used) in financing activities were $147.6 million,
($21.9) million and ($3.0) million in 1995, 1994 and 1993, respectively, and
$15.9 million and $16.5 million for the nine months ended 1996 and 1995,
respectively. The 1995 amount is substantially higher due to increased debt to
finance the Acquisition. The 1994 use is due principally to changes in the
intercompany accounts with AMPCo. The activity for the nine months ended
September 30, 1996 relates to long-term borrowing activity and cash dividends,
and the 1995 amount relates principally to changes in amounts due from AMPCo and
debt repayments.
 
    The Second Amended Credit Agreement entered into by Swisher International
and the Company with the Bank of Boston Connecticut, as administrative agent
(the "Credit Agreement"), consists of a $27.0 million Revolving Credit Facility
(the "Revolver"), a $90.625 million 5-year Term Loan ("A Term Loan") and a $30.0
million 6-year Term Loan ("B Term Loan"). The Revolver and the A Term Loan
mature on November 6, 2000 and the B Term Loan matures on November 6, 2001. The
A Term Loan is subject to required quarterly amortization of at least $3.125
million which began on August 1, 1996. The B Term Loan is subject to required
quarterly amortization of at least       beginning November 1, 1996. The Credit
Agreement is collateralized by first priority liens on all of the material
assets of Swisher International and its domestic subsidiaries and pledges of the
capital stock of all of Swisher International's subsidiaries (with certain
exceptions for the capital stock of foreign subsidiaries). The Credit Agreement
is guaranteed by all of the domestic subsidiaries of Swisher International. The
Credit Agreement also contains various restrictive covenants including, among
other things, limitations on the ability of Swisher International and its
subsidiaries to incur debt, create liens, pay dividends, sell assets and make
investments and acquisitions. The Company's ability to pay dividends, other than
with respect to the net proceeds of the Offerings, is limited to a pool of $10.0
million plus 50% of net income, as defined, on a rolling four quarter basis,
less dividends paid. In addition, the Credit Agreement requires the Company to
maintain specified financial ratios and satisfy certain tests, including maximum
leverage ratios and minimum interest coverage ratios. The Credit Agreement also
contains customary events of default. As of September 30, 1996, borrowings under
the A Term Loan were approximately $90.6 million, borrowings under the B Term
Loan were $30.0 million and borrowings under the Revolver were $4.0 million and
the Company had approximately $22.4 million of unused availability thereunder,
after taking into account approximately $600,000 utilized to support letters of
credit. See "Description of Credit Agreement."
 
    To convert floating rate debt into fixed rate debt, the Company entered into
two interest rate swap agreements. As of September 30, 1996, the total notional
amount covered by existing swap agreements was $65.0 million. The agreements are
each for a period of three years. The agreement with respect to the A Term Loan
expires on November 16, 1998, and the agreement with respect to the B Term Loan
expires on July 2, 1999. The notional amount decreases to $55.0 million on
November 16, 1996, $50.0 million on November 16, 1997 and $15.0 million on
November 16, 1998. Under the terms of these agreements, Swisher International
receives a variable interest rate equal to three-month LIBOR resulting in a
fixed rate of approximately 5.9%, as of September 30, 1996. The Company entered
into these agreements to convert a portion of its floating rate senior bank debt
into a fixed rate obligation and to take advantage of the disparity between
fixed rate and floating rate debt. If the Company terminated these agreements on
September 30, 1996, it would have realized a gain of $0.2 million.
 
    The Company believes that net cash flow generated from future operations and
the availability of borrowings under the Revolver will be sufficient to fund its
working capital requirements, capital expenditures and debt service requirements
for the foreseeable future.
 
                                       26
<PAGE>
INFLATION
 
    The Company has historically been able to pass inflationary increases for
raw materials and other costs onto its customers through price increases and
anticipates that it will be able to do so in the future.
 
SEASONALITY
 
    Although the Company's business is generally non-seasonal, consumption of
smokeless tobacco products increases slightly during the summer months.
Additionally, purchases of smokeless tobacco raw materials typically occur from
the middle of the fourth quarter to the end of the first quarter.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
    In March 1995, Statement No. 121 of the Financial Accounting Standards Board
("FAS"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" was issued, effective January 1, 1996. FAS No. 121
requires that in the event certain facts and circumstances indicate an asset may
be impaired, an evaluation of recoverability must be performed to determine
whether or not the carrying amount of the asset is required to be written down.
The adoption of this statement did not have a significant effect on the
Company's consolidated financial position or results of operations.
 
    In October 1995, FAS Statement No. 123, "Accounting for Stock-Based
Compensation" was issued, effective January 1, 1996. The company will continue
to measure compensation costs for its employee stock compensation plans as
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," as allowed under FAS No. 123. The Company will provide the
disclosures required under this statement commencing with its consolidated
financial statements for the year ending December 31, 1996.
 
OTHER
 
    For a discussion of contingencies and risk factors, see Note 12 to the
Company's consolidated financial statements and "Risk Factors" included
elsewhere in this Prospectus.
 
                                       27
<PAGE>
                                    BUSINESS
 
INTRODUCTION
 
    Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with a 8% market share and in the United States with a 30%
market share, as measured by units sold in 1995. In the United States, the
largest cigar market in the world, the Company is also the leading manufacturer
and marketer of cigars with approximately a 30% market share, as measured by
units sold in 1995. The Company, which has a strong market position in each of
the cigar categories in which it competes, offers a broad product line of
cigars, including mass market large cigars, such as its SWISHER SWEETS, KING
EDWARD and OPTIMO brands, premium cigars, such as the BERING, LA PRIMADORA and
PLEIADES brands, and little cigars, which the Company markets under its SWISHER
SWEETS LITTLE CIGARS and KING EDWARD LITTLE CIGARS brands. The Company believes
its SWISHER SWEETS cigar brand is the largest selling cigar brand in the United
States as measured by both units and dollars. The Company also manufactures and
markets a wide range of smokeless tobacco products, including moist and dry
snuff and loose leaf chewing tobacco, under such brand names as MAIL POUCH, a
100-year old brand, and SILVER CREEK. During 1995, over 70% of the Company's net
sales were derived from the sale of cigars. The Company's net sales have
increased from $156.5 million in 1993 to $216.8 million for the twelve months
ended September 30, 1996, representing a compound annual growth rate of 12.6%.
During the same period, the Company's operating profit increased from $16.9
million (before restructuring expenses) to $47.7 million, representing a
compound annual growth rate of 45.8%.
 
    Since 1993, after a long period of decline, cigar smoking has experienced a
resurgence resulting in an increase in consumption and retail sales of cigars
across all major categories. Led by growth in mass market large cigars and
premium cigars, the overall unit volume in the cigar market has increased at a
compound annual rate of 7.7%, and has increased at over twice that rate in
retail dollar sales from 1993 to 1995. This growth produced overall cigar market
retail dollar sales of approximately one billion dollars in 1995, the largest
sales in the industry's history. Unit sales of mass market and premium cigars
have increased at a compound annual rate of 7.2% and 22.3%, respectively, from
1993 to 1995, while dollar sales of both categories have increased more rapidly
due to pricing increases. Consumption of all smokeless tobacco products has
remained relatively stable since the late 1980s, while retail dollar sales have
increased from $1.0 billion in 1985 to $2.3 billion, representing a compound
annual growth rate of 8.4%. This growth was primarily due to retail dollar sales
of moist snuff, which represented approximately 75% of the smokeless tobacco
market in 1995, and which increased from $579.6 million in 1985 to $1.7 billion
in 1995, representing a compound annual growth rate of 11.6%.
 
    The Company believes the strength of its brand names led by its SWISHER
SWEETS brand, its strong sales and marketing organization, and its new product
developments have enabled the unit sales of many of the Company's products to
grow faster than their respective markets, in some cases through periods of
market decline as well as periods of market growth. For example, from 1985 to
1993, when the unit sales for mass market large cigars declined at a compound
annual rate of 4.8%, the Company increased its overall share of units sold in
such market, led by the SWISHER SWEETS brand mass market large cigars which
increased its market share from approximately 14% in 1985 to approximately 20%
in 1993. Since 1993, the SWISHER SWEETS brand of mass market large cigars has
continued to grow in unit market share. Additionally, due to the Company's
increasing focus on the premium cigar category, unit sales of the Company's
premium cigars increased at a compound annual rate of 27.9% from 1993 to 1995
while the premium cigar market increased 22.3% in terms of units sold. During
the same period, the Company's unit sales of little cigars grew at a compound
annual rate of approximately 8.5%, a rate almost twice the unit growth rate of
4.3% for the little cigar market. The Company's moist snuff products have also
outperformed the market, with unit sales increasing at a compound annual rate of
12.9% from 1985 to 1995, or almost four times the growth rate of the moist snuff
market.
 
                                       28
<PAGE>
COMPETITIVE STRENGTHS
 
    The Company attributes its historical growth and strong competitive position
in the cigar and smokeless tobacco industry to a number of factors, including
the following:
 
    STRONG BRAND NAMES AND BRAND RECOGNITION.  The Company believes that its
cigar and smokeless tobacco brands are among the most well-recognized in their
industry. SWISHER SWEETS, the largest selling cigar brand in the United States,
is one of the most widely-recognized cigar brands in the United States and, due
to its distinctive taste, has developed a large and loyal customer base. The
KING EDWARD cigar brand has a history of almost 80 years and is among the most
widely known United States cigar brands sold worldwide. In addition, the BERING
and PLEIADES premium brands have been highly rated in taste tests and surveys
conducted and published by CIGAR AFICIONADO magazine. Many of the Company's
smokeless tobacco brands, such as MAIL POUCH, CHATTANOOGA CHEW, SILVER CREEK and
several of its other brands, some of which have been in existence for over 100
years, are well-recognized in the smokeless tobacco industry.
 
    SIGNIFICANT MARKET POSITIONS IN ALL MAJOR CIGAR CATEGORIES.  The Company
produces and markets cigars in all major product categories--mass market large
cigars, premium cigars and little cigars. The Company has the leading market
share in mass market large cigars, with approximately a 26% share, and in little
cigars, with approximately a 41% share, in terms of 1995 units sold. The Company
believes its SWISHER SWEETS brand mass market large and little cigars have the
leading market shares in their respective categories in terms of both dollars
and units in 1995 and during the first nine months of 1996. In addition, with an
approximate 12% market share, in terms of 1995 units sold, the Company believes
that it is one of the major producers of premium cigars.
 
    STRONG SALES AND MARKETING ORGANIZATION.  The strength of the Company's
sales and marketing lies in its national sales force, which the Company believes
is the largest in the cigar industry. This sales force covers not only direct
buying accounts, such as tobacco distributors, wholesale grocers and retail
chains, but also retailers who purchase from such direct buying accounts. Direct
retail account contact enables the Company to introduce new products and improve
shelf presence and placement of point-of-sale materials for the Company's
products. In addition, through its national account organization the Company has
become the category manager for the "other tobacco" category with several of its
national and regional retail chain accounts, allowing the Company to better
market its products. The Company utilizes extensive market research to develop a
highly targeted and regionalized marketing strategy.
 
    PROVEN ABILITY TO DEVELOP NEW PRODUCTS.  The Company has a history of
successfully developing and introducing new cigar and smokeless tobacco products
in an industry historically characterized by few new product introductions.
During the first nine months of 1996, the Company derived 27% of its net sales
from products introduced since 1985 and 12% from products introduced since 1991.
In 1986, the Company entered the little cigar market with SWISHER SWEETS LITTLE
CIGARS and increased its unit share of the little cigar market from zero in 1986
to approximately 38% in 1995. Recently the Company successfully introduced
SWISHER SWEETS BLUNTS, SWISHER SWEETS OUTLAWS rough-cut cigars and BLACKSTONE
pipe tobacco cigars. In the premium cigar category, the Company has been
successful in developing line extensions under the BERING and PLEIADES brands
and introducing new brands such as SIGLO 21, FLOR DE JALAPA, LA DILIGENCIA and
SABROSO. Smokeless tobacco products recently introduced by the Company include
SILVER CREEK FINE CUT and SILVER CREEK CHERRY moist snuff line extensions, EARL
CAULFIELD'S flavored loose leaf chewing tobacco, as well as several private
label moist snuff and loose leaf chewing tobacco products.
 
    GROWTH OPPORTUNITIES AND STRONG CASH FLOW FROM MOIST SNUFF.  The Company
manufactures a wide range of smokeless tobacco products and focuses on the
growing moist snuff category, from which it derives significant cash flow.
Through the use of competitive pricing and promotions, including a value pricing
promotional strategy, the Company has increased its sales of moist snuff at a
compound annual rate of 12.9%, from 1985 to 1995, or almost four times the
growth rate of the market.
 
                                       29
<PAGE>
    LOW COST MANUFACTURING.  The Company focuses on improving manufacturing
efficiencies and reducing manufacturing costs per unit, which have been a
significant factor in enabling the Company to increase operating margins from
10.8% (before restructuring expenses) in 1993 to 22.0% in the twelve months
ended September 30, 1996. Over the past several years, the Company has increased
the degree of automation and improved the efficiency of its principal
manufacturing facilities, as evidenced by its sales per employee which has
increased from approximately $109,000 in 1991 to approximately $187,000 for the
twelve months ended September 30, 1996. The Company believes that its
Jacksonville facility, which manufactures on average four million cigars daily,
is currently the most automated cigar manufacturing facility in the United
States.
 
    EXPERIENCED MANAGEMENT TEAM.  The senior management of the Company has
extensive experience with an average of 18 years of service with the Company and
an average of 23 years of experience in the tobacco industry.
 
BUSINESS STRATEGY
 
    The Company believes that its competitive strengths, together with the
following business strategy, will enable it to continue to increase its sales
and profitability and improve its market share.
 
    CAPITALIZE ON LEADING POSITIONS IN ALL MAJOR CATEGORIES OF THE MASS MARKET
FOR CIGARS.  The Company intends to further expand its leading positions in each
major category of the cigar mass market by (i) utilizing its marketing expertise
to introduce new products, such as the CAZADORES high-end mass market cigar, and
developing product line extensions of its existing well-known SWISHER SWEETS and
KING EDWARD brands and (ii) utilizing a targeted marketing strategy to
strengthen the Company's position in existing distribution channels and to
increase access to new distribution channels.
 
    EXPAND PREMIUM CIGAR PRODUCT OFFERINGS.  The Company will seek to grow its
position in the premium cigar market by (i) introducing new premium and
super-premium cigars, such as the PLEIADES RESERVE and SIGLO 21 MADURO, (ii)
increasing the market's awareness and recognition of its premium cigars through
targeted marketing programs, (iii) securing additional off-shore production
capacity in key cigar producing areas such as the Dominican Republic, Honduras
and Nicaragua, and (iv) expanding the breadth of distribution for its premium
cigars.
 
    INCREASE SALES OF MOIST SNUFF PRODUCTS.  The Company will seek to increase
sales of its moist snuff products (i) through its value pricing promotional
strategies, which emphasize the comparable quality of its moist snuff products
at lower retail prices than offered by its competitors, (ii) by expanding its
private label moist snuff business, (iii) by increasing the distribution of its
products, particularly within the convenience store channel, and (iv) by
investing in additional marketing support, including advertising and promotion.
 
    CONTINUE TO PURSUE EFFICIENT MANUFACTURING PROCESSES.  The Company will
continue to seek to reduce manufacturing unit costs, improve its manufacturing
efficiencies and increase manufacturing capacity to support its growth by (i)
reducing reliance on third party manufacturers by increasing its own
manufacturing capacity to produce a portion of its premium cigars and all of its
little cigars, (ii) making additional capital expenditures to improve plant
efficiency and (iii) actively seeking employee participation in improving
manufacturing processes.
 
INDUSTRY OVERVIEW
 
    The Company competes in the cigar and smokeless tobacco markets.
 
    CIGARS.  Cigar products can be divided into three principal categories: mass
market large cigars, premium cigars and little cigars. All cigars, except little
cigars, which do not have a binder, generally consist of filler tobacco that is
wrapped first with a binder and then with a wrapper.
 
                                       30
<PAGE>
        MASS MARKET LARGE CIGARS. Mass market large cigars are generally
    machine-made and have a retail price of one dollar or less per cigar. Mass
    market large cigars are made with filler threshed into short uniform pieces.
    The more expensive mass market cigars utilize natural leaf wrapper. Less
    expensive mass market large cigars use wrappers made from reconstituted
    tobacco instead of a natural leaf wrapper. In 1995, the market for mass
    market large cigars in the United States consisted of 2.4 billion units or
    61% of the total cigar market.
 
        PREMIUM CIGARS. Premium cigars are generally hand-made and have a retail
    price above one dollar per cigar. Premium cigars, generally, are made with
    natural leaf tobacco wrapper, binder and long filler. Higher grades of
    tobacco are generally used in premium cigars with tobacco blends varying
    from brand to brand depending on the desired characteristics. Premium cigars
    are made by wrapping natural leaf binder tobacco around the long filler
    tobacco to create a bunch which is placed into a mold to create the shape of
    the cigar. Then natural leaf wrapper tobacco is hand-rolled around the bunch
    creating a hand-made premium cigar. In 1995, the market for premium cigars
    in the United States represented 164 million units or 4% of the total cigar
    market.
 
        LITTLE CIGARS. Little cigars are mass market cigars that weigh less than
    three pounds per thousand. Most little cigars consist of cut filler tobacco,
    a wrapper made from reconstituted tobacco and a filter. Little cigars are
    machine made and do not use a binder. Generally, little cigars are the
    lowest priced products of the mass market category of cigars. In 1995, the
    market for little cigars in the United States represented 1.4 billion units,
    or 35% of the total cigar market.
 
    The overall cigar market has experienced rapid growth in unit volume and
dollar sales since 1993, reversing the steady decline in the market from 1964 to
1993. Led by growth in mass market large and premium cigars, the overall United
States cigar market has increased at a compound annual rate of 7.7% in unit
terms, and has increased at more than twice that rate in retail dollar sales,
from 1993 to 1995. Unit sales of mass market and premium cigars has increased at
an average annual rate of 7.2% and 22.3%, respectively, from 1993 to 1995, while
retail dollar sales of both categories have increased more rapidly due to price
increases. Little cigar unit volume grew from 1985 to 1993 at a compound annual
rate of 0.6%, which growth rate increased from 1993 and 1995 to a compound
annual rate of 4.3%. These growth trends have continued in 1996.
 
    The Company believes this growth of the cigar market has been due to the
improved image of cigar smoking. Factors contributing to this improved image
include (i) popularization of cigar smoking through the use of cigars in
television programs, movies and by celebrities, (ii) favorable media publicity,
such as the launching of CIGAR AFICIONADO magazine and other publications, (iii)
increasing acceptance of cigars as reflected by the return of "cigar friendly"
restaurants and the emergence and growth of cigar bars and (iv) changing
demographics, including an expanding base of younger adult men and women who
have recently started smoking cigars and an increase in the number of adults
over the age of 50 (a demographic group believed to smoke more cigars than any
other segment of the population). The Company believes that these factors have
affected the entire market for cigars, with mass market cigars enjoying
significant growth along with premium cigars. The Company believes that there
will be further growth of the overall mass market cigar category as premium
cigar smokers seek more cigar alternatives for everyday enjoyment. The Company
also anticipates that the flavored cigar market as well as products like the
SWISHER SWEETS OUTLAWS rough-cut cigars will provide further growth for the
Company across all demographic groups.
 
                                       31
<PAGE>
    The following table illustrates the trend in unit consumption and retail
sales experienced by the premium and mass market segments of the United States
cigar industry for the years from 1991 to 1995.
 
                             U.S. CIGAR INDUSTRY(A)
 
<TABLE>
<CAPTION>
                                                                   1991       1992       1993       1994       1995
                                                                 ---------  ---------  ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>        <C>        <C>
                                                                                     (IN MILLIONS)
Unit Consumption:
  Premium (b)..................................................       97.2       98.9      109.6      125.5      163.9
  Mass Market..................................................    3,433.3    3,419.2    3,313.8    3,592.6    3,806.4
                                                                 ---------  ---------  ---------  ---------  ---------
  Total Unit Consumption.......................................    3,530.5    3,518.1    3,423.4    3,718.1    3,970.3
                                                                 ---------  ---------  ---------  ---------  ---------
                                                                 ---------  ---------  ---------  ---------  ---------
 
Total Retail Sales.............................................  $   705.0  $   715.0  $   730.0  $   860.0  $ 1,005.0
                                                                 ---------  ---------  ---------  ---------  ---------
                                                                 ---------  ---------  ---------  ---------  ---------
</TABLE>
 
- ------------------------
 
(a) Source: Cigar Association of America, Inc. ("CAA")
 
(b) CAA's premium cigar data only includes cigars imported from seven leading
    supplier countries. The data does not include any premium cigars produced in
    other countries.
 
    SMOKELESS TOBACCO PRODUCTS.  Smokeless tobacco products are made from
tobacco that has been cured, aged, fermented and then dried and flavored. The
smokeless tobacco market can be divided into two distinct categories: snuff and
chewing tobacco. There are two types of snuff, moist snuff and dry snuff.
Chewing tobacco is available in three varieties: loose leaf, plug and twist.
Loose leaf is the predominant product in the chewing tobacco category, with plug
and twist representing less than 10% of the chewing tobacco market volume in
1995. Smokeless tobacco products in the United States are used orally and either
placed between the cheek and gum as in snuff or chewed.
 
        MOIST SNUFF. Moist snuff is made from Kentucky or Tennessee dark fire
    tobacco that has been aged for at least three years and then cut and
    flavored and fermented for approximately eight weeks. Following
    fermentation, a second flavoring process is completed before the product is
    packaged in plastic or paper cans. Moist snuff, with 1995 retail sales of
    $1.7 billion (54.1 million pounds), is the largest segment of the smokeless
    tobacco market in terms of retail sales.
 
        LOOSE LEAF CHEWING TOBACCO. Loose leaf chewing tobacco is made from air
    cured tobacco grown primarily in Wisconsin and Pennsylvania that has been
    aged for at least two years and then threshed to remove stems and blended.
    The blended tobacco is flavored and packaged in foil pouches. Retail sales
    of all chewing tobacco, of which over 90% is loose leaf, in 1995 were $485.3
    million (57.0 million pounds).
 
        DRY SNUFF. Dry snuff is made from Kentucky, Tennessee and Virginia dark
    fire tobacco that has been aged for at least three years and then fermented
    for approximately thirty days. After fermentation is completed, the tobacco
    is dried and cut into a fine tobacco flour that is flavored prior to
    packaging. Retail sales of dry snuff in 1995 were $78.7 million (5.3 million
    pounds).
 
    Although total unit consumption of smokeless tobacco products has remained
relatively stable since the late 1980s, retail dollar sales have increased at a
compound annual rate of 8.4% from $1.0 billion in 1985 to $2.3 billion in 1995
primarily due to the growth of the moist snuff category. Consumption of moist
snuff, which represents almost one-half of the pounds sold in the smokeless
tobacco market and approximately 75% of the retail sales, has increased in terms
of retail dollar sales at a compound annual rate of 11.6% from 1985 to 1995.
Loose leaf chewing tobacco sales, in terms of pounds, declined from 1985 to 1995
at a compound annual rate of 2.3%. However, retail dollar sales of all chewing
tobacco, of which over 90% is loose leaf, increased from $381.8 million to
$485.3 million over the same period as a result of the industry's ability to
increase product prices. Although the mature dry snuff market has been declining
 
                                       32
<PAGE>
in terms of pounds sold from 1985 to 1995 at an approximate 5.8% compound annual
rate, dry snuff has continued to provide a significant source of cash flow to
the industry participants as a result of the industry's ability to offset such
declines with price increases.
 
PRODUCTS
 
MASS MARKET CIGARS
 
    Mass market cigars, which consist of large cigars and little cigars,
represented approximately 96% of cigars sold in the United States in 1995. The
Company, which competes at all price points for mass market large and little
cigars, had a unit share of the market for mass market cigars of approximately
31% in 1995. The Company believes that the unique taste of the Company's mass
market cigars, such as the mild sweet taste of the SWISHER SWEETS brand and the
very mild flavor of the KING EDWARD brand, has contributed to building a large
loyal customer base for both brands. The Company has capitalized on the strong
name recognition of SWISHER SWEETS and KING EDWARD to expand each of these
brands through product line extensions. The Company offers a variety of popular
shapes, including perfectos, cigarillos, panatellas, blunts, rough-cut, and tip
cigarillos, which can include a plastic or wood tip. These cigars can have a
natural or reconstituted tobacco wrapper.
 
    LARGE CIGARS.  The Company has the leading unit market share of the mass
market for large cigars at approximately 26% in 1995. The Company's established
mass market large cigar brands include SWISHER SWEETS, KING EDWARD, OPTIMO,
SANTE FE, KEEP MOVING and EL TRELLES, and new product introductions include,
BLACKSTONE and CAZADORES. The SWISHER SWEETS large cigar brand is sold in
various shapes and styles including, Kings, Tip Cigarillos, Cigarillos,
Perfectos, Wood Tips, Blunts and the new SWISHER SWEETS OUTLAWS rough-cut cigar.
The KING EDWARD large cigar brand is also sold in a variety of shapes and
flavors including, Wood Tips, Sweet Cherry Wood Tips, Sweet Vanilla Wood Tips,
Imperials, Specials, and Tip Cigarillos.
 
    In 1995, the Company's unit sales of mass market large cigars increased
10.9%, faster than the market's unit growth rate of 8.9%. For the nine months
ended September 30, 1996 the Company's mass market large cigar unit sales
increased 19.7% over the same period in 1995. The strength of the SWISHER SWEETS
brand name has contributed substantially to the growth in the Company's share of
the mass market for large cigars. SWISHER SWEETS unit share of mass market large
cigars increased from 14% in 1985 to 21% in 1995 and is currently the best
selling large cigar brand. SWISHER SWEETS large cigar market share increase has
been achieved by a combination of new products and growth in existing products.
 
    LITTLE CIGARS.  The Company introduced SWISHER SWEETS LITTLE CIGARS in 1986
and by 1995 SWISHER SWEETS LITTLE CIGARS had a 38% unit market share of the
little cigar market. The Company's little cigar brands include, SWISHER SWEETS
LITTLE CIGARS, the industry's largest selling little cigar, and KING EDWARD
LITTLE CIGARS. The Company believes the success of the SWISHER SWEETS LITTLE
CIGARS, as with the SWISHER SWEETS brand in general, is attributable to its
unique taste. The Company has capitalized on the tremendous market reception
received by the SWISHER SWEETS LITTLE CIGARS by introducing product extensions,
such as menthols, lights and the recently introduced cherry flavor.
 
    Due to the loyal SWISHER SWEETS customer base, the Company has been able to
annually increase the price of SWISHER SWEETS LITTLE CIGARS over the past eight
years. From 1993 to 1995, the Company's unit sales of little cigars grew at a
compound annual rate of 8.5% each year, a rate of almost twice the growth rate
of 4.3% for the market. For the nine months ended September 30, 1996, the
Company's little cigar unit sales increased 13.2% over the same period in 1995.
In 1995, the SWISHER SWEETS LITTLE CIGARS brand was the largest selling brand of
little cigar in terms of both dollars and units.
 
PREMIUM CIGARS
 
    The market for premium cigars represented approximately 4% of the units sold
in the United States in 1995. The Company believes that its unit share of the
premium cigar market in 1995 was approximately
 
                                       33
<PAGE>
12%. The Company's established premium brands include BERING and LA PRIMADORA,
and recent product introductions include SIGLO 21, SABROSO, FLOR DE JALAPA and
LA DILIGENCIA. The Company's premium brands are manufactured in the Dominican
Republic, Honduras and Nicaragua. The Company also has exclusive rights to the
United States distribution of the PLEIADES, CASA BUENA and CARLIN premium brands
which are manufactured in the Dominican Republic, Canary Islands and Nicaragua,
respectively.
 
    The Company's unit sales of premium cigars increased at a compound annual
rate of 27.9% from 1993 to 1995, while the premium cigar market grew at a 22.3%
rate in terms of units. For the nine months ended September 30, 1996, the
Company's premium cigar unit sales increased 39.7% over the same period in 1995.
The Company's established brands, such as BERING, and new product introductions,
have enabled the Company to capitalize on the recent rapid growth in the premium
cigar market. In addition, the Company has also introduced product extensions,
such as the BERING GRANDE, BERING ROBUSTO and BERING TORPEDO. The increased
demand for cigars has caused back orders for the Company's premium cigars to
exceed nine million cigars as of September 30, 1996. The Company intends to
continue to capitalize on the growth in the premium market by introducing more
new products and increasing its marketing efforts for premium cigars.
 
SMOKELESS TOBACCO PRODUCTS
 
    MOIST SNUFF. Moist snuff represented approximately 75% of the total retail
dollar sales of the smokeless tobacco market in 1995. The Company's well-known
moist snuff brands include SILVER CREEK, REDWOOD, COOPER and GOLD RIVER. In
addition, the Company manufactures and markets private label products, such as
BOWIE. The Company's branded moist snuff comes in various flavors, such as
natural, wintergreen, cherry and spearmint, and fine and long cut varieties. The
Company believes its moist snuff marketing strategy has enabled it to
consistently increase sales, as measured in pounds, from 1985 to 1995 at a
compound annual rate of 12.9%, or almost four times the market growth rate of
3.3%. Through its value pricing promotional strategy, the Company emphasizes the
comparable quality of its moist snuff products at approximately one-half the
price of its major competitors' products. Moist snuff represented almost one-
half of the Company's 1995 net sales of smokeless tobacco products.
 
    LOOSE LEAF CHEWING TOBACCO.  In 1995, chewing tobacco, of which loose leaf
chewing tobacco was the largest portion, represented approximately 21% of total
retail dollar sales of the smokeless tobacco market. The Company's products
include, MAIL POUCH, a brand in existence for 100 years, LANCASTER, CHATTANOOGA
CHEW and EARL CAULFIELD'S. The Company also produces private label loose leaf
tobacco products for certain marketing groups and wholesalers. The Company's
EARL CAULFIELD'S loose leaf chewing tobacco was the first chewing tobacco
introduced in nontraditional chewing tobacco flavors. The Company's sales of
loose leaf chewing tobacco increased by 14.7% from 1994 to 1995 and for the nine
months ended September 30, 1996 increased 11.6% over the same period in 1995.
The Company attributes this growth primarily to a revised marketing strategy and
to its successful introduction of loose leaf tobacco product extensions, such as
new flavors of EARL CAULFIELD'S.
 
    DRY SNUFF.  In 1995, dry snuff represented less than 5% of total retail
dollar sales of the smokeless tobacco market. The Company sells dry snuff under
numerous brands including, TOPS, NAVY, RAILROAD MILLS, SUPERIOR, BUTTERCUP,
SQUARE, SOCIETY and HONEY BEE. Although the unit market for dry snuff has
declined at a compound annual rate of approximately 5.8% over the past 10 years,
the Company has maintained a constant market share and has generated substantial
cash flow from the sale of its dry snuff products.
 
SALES AND MARKETING
 
    The Company utilizes targeted, regionally focused market segmentation
techniques in combination with significant market research, information systems
and a large sales force to achieve its sales and marketing objectives. The
Company sells its cigar and smokeless tobacco products through a national sales
force which covers all 50 states in the United States and is believed by the
Company to be the largest in the
 
                                       34
<PAGE>
cigar industry. As of September 30, 1996, the Company employed more than 230
full time sales and marketing professionals. The Company's sales force is
divided into a mass market cigar and smokeless tobacco sales force and a
separate premium cigar sales force. The mass market sales force is organized by
territory and calls on direct buying accounts, such as tobacco distributors,
wholesale grocers and retail chains, as well as retailers who purchase from such
direct buying accounts. Direct retail account contact enables the Company to
introduce new products, and improve shelf coverage and placement of point-of-
sale materials for the Company's products. In addition, the Company believes its
effectiveness in developing relationships with retailers is a competitive
strength that is important to is continued growth. The Company's mass market
cigar and smokeless tobacco sales force also has a group which calls on national
and key accounts. To effectively penetrate the premium cigar category, the
Company has a separate premium cigar sales force to focus primarily on outlets
which sell premium cigars, such as smoke shops, restaurants, cigar bars, golf
club pro shops and tobacco retailers.
 
    Most of the Company's sales are to tobacco distributors, including McLane
Company Inc. which accounted for approximately 12% and 14% of the Company's net
sales in 1995 and the nine months ended September 30, 1996, respectively, and
grocery wholesalers, with the remainder principally to food and drug chains,
such as Food Lion, Winn Dixie, Rite Aid, CVS and Walgreens. The Company's
products are ultimately sold through grocery and drug stores, mass
merchandisers, convenience stores, smokeshops, bars and restaurants and other
stores. See "Risk Factors--Dependence on Significant Customer."
 
    The Company uses information systems and extensive market research to
develop and implement a highly targeted and regionalized marketing strategy. The
Company's sales force utilizes laptop computers to provide on-line access to
consumer account and product information while in the field. Through its
national account organization the Company has become the category manager for
the "other tobacco" category with several of its national and regional retail
chain accounts, allowing the Company to better market its products.
 
    The Company is the leading exporter of American made cigars. The Company has
also licensed brands, such as KING EDWARD, to manufacturers in The Netherlands,
England, Germany and the Canary Islands (for distribution to Spain) for which it
receives royalties. Export sales are generated through an international network
of distributors and through Swisher International, Limited, a wholly owned
duty-free sales company in the United Kingdom. The Company estimates that its
products are available in over 70 countries worldwide. While only a small
portion of the Company's revenues are generated from export sales and royalties
on licensed sales, the Company is seeking to increase its exports in the future,
as well increase royalty revenues through increasing the number of licensing
agreements.
 
    The Company's advertising strategy focuses largely on selected print
advertising and point-of-sale promotions. The Company intends to increase its
advertising budget for 1997 for the premium, little cigars and moist snuff
product lines. The Company's promotional programs are primarily geared to
providing price incentives such as discounts, coupons and rebate offers to its
customers and offering display fixtures to the retail stores it services.
 
TRADEMARKS AND TRADE SECRETS
 
    Trademarks and brand name recognition are important to the Company's
business. The Company owns most of the trademarks under which its products are
sold. The Company has registered its trademarks (or has made application
registration) in the United States and many other countries and will continue to
do so as new trademarks are developed or acquired. The Company owns or has
applications pending for numerous trademarks, including the following: Mass
Market Cigar Trademarks: SWISHER SWEETS, KING EDWARD, OPTIMO, SANTA FE, EL
TRELLES, KEEP MOVING and BLACKSTONE; Premium Cigar Trademarks: BERING, SIGLO 21,
LA PRIMADORA, SABROSO, FLOR DE JALAPA and LA DILIGENCIA; Moist Snuff Trademarks:
SILVER CREEK, GOLD RIVER, REDWOOD, COOPER and BOWIE; Loose Leaf Chewing Tobacco
Trademarks: MAIL POUCH, CHATTANOOGA CHEW, LANCASTER and EARL CAULFIELD'S; Dry
Snuff Trademarks: NAVY, TOPS, RAILROAD MILLS, SUPERIOR, BUTTERCUP, SQUARE,
SOCIETY and HONEY BEE.
 
                                       35
<PAGE>
    The Company also relies upon unpatented trade secrets for the protection of
certain intellectual property rights. There can be no assurance that the Company
will be able to prevent unauthorized use or disclosure of such information. In
addition, no assurance can be given that others will not independently develop
substantially equivalent proprietary information, or otherwise gain access to
the Company's trade secrets, or that the Company can meaningfully protect its
rights to unpatented trade secrets.
 
MANUFACTURING
 
    The Company's manufacturing strategy is to strive to be the low cost
producer in the industry through continued operational improvements, to produce
high quality products and to maintain flexible manufacturing capabilities which
enable the Company to respond to changing marketing demands, develop new
products and extend the product line of existing brands.
 
    The Company manufactures mass market large and little cigars at its
Jacksonville, Florida facility and smokeless tobacco products at its Wheeling,
West Virginia facility. Under the supervision of the Company and according to
the Company's specifications, the Company's premium products are manufactured by
contractors located in the Dominican Republic, Honduras and Nicaragua. The
Company has developed strong, long standing relationships with its premium cigar
manufacturers. In keeping with past practice, the Company and each of such
manufacturers enter into an understanding prior to the beginning of each year
with respect to the quantity, price and delivery terms for such manufacturer's
premium cigars. Although such understandings are not in writing, in the past
such manufacturers have performed in substantial accordance with such
understandings. In addition to manufacturing cigars at the Jacksonville
facility, the Company also manufactures substantially all of its boxes, packages
its cigar products and manufactures substantially all of its reconstituted
tobacco wrapper and binder.
 
    The Company believes that its Jacksonville facility, which manufactures
approximately four million cigars daily, is the most automated cigar
manufacturing facility in the United States. As a result of the Company's
emphasis on increased automation, fewer machines are required to perform the
same manufacturing processes than were required in prior years and, at the same
time, throughput has increased. Additionally, because the Company manufactures
large quantities of certain cigar sizes, it is able to utilize high-volume,
efficient equipment to manufacture these cigars in large production runs,
thereby achieving economies of scale.
 
    The Company seeks to continue to reduce production costs and secure
additional production capacity by increasing its in-house production
capabilities. The Company has historically purchased little cigars from outside
manufacturers, but has successfully begun to manufacture its little cigars at
its Jacksonville facility and has ordered additional equipment to increase
in-house production. The Company believes that this manufacturing ability, which
is expected to be fully operational by the middle of 1997, will reduce its cost
of producing little cigars. Additionally, the Company continues to pursue
manufacturing efficiencies by actively practicing a "total resource management"
program which includes a program whereby cross-departmental teams of employees
are organized to trouble shoot manufacturing problems and a "Big Idea" program
whereby employees are awarded incentive bonuses for introducing and implementing
cost-saving ideas. In 1995, these programs generated savings of approximately
$1.5 million.
 
    The Company has completed three major cost-saving initiatives to streamline
its operations, increase its manufacturing efficiencies and improve its sales
and marketing organization while reducing overall administrative costs. In 1992,
the Company consolidated its dry snuff and moist snuff manufacturing, packaging
and shipping operations from its plant in Helmetta, New Jersey, which it closed,
to its Wheeling, West Virginia facility. In 1993, as a result of the merger of
Helme, the Company realized significant reductions in selling, general and
administrative expenses. In 1994, the Company closed its Waycross, Georgia cigar
plant and consolidated all of its cigar manufacturing activities into its
Jacksonville, Florida facility. As a result of these consolidations, the Company
incurred pre-tax restructuring charges of $5.4 million in 1994, $5.2 million in
1993 and $3.6 million in 1992, and has realized significant cost savings in its
base manufacturing and selling, general and administrative expenses.
 
                                       36
<PAGE>
    The Company believes that its cigar and smokeless tobacco product
manufacturing capacity, together with its existing contracts for the manufacture
of little cigars, is adequate for its current production needs of mass market
large and little cigars and smokeless tobacco products. Additional cigar
manufacturing equipment on order will provide for additional mass market large
and little cigar manufacturing capacity needed in the near term. In the future,
the Company believes that it can increase manufacturing capacity for mass market
large and little cigars by purchasing additional manufacturing equipment and
enlarging its production facilities by expanding to Company-owned adjacent land.
As a result of the increased demand for its hand-made premium cigars, the
Company had back orders of approximately nine million cigars as of September 30,
1996. In order to reduce reliance on the third party manufacturers of premium
cigars, the Company intends to secure additional offshore premium cigar
production capacity in key cigar producing areas such as Honduras, Nicaragua and
the Dominican Republic. This additional premium capacity is expected to be
available in 1997.
 
    Tobacco is the Company's primary raw material. The Company buys tobacco
indirectly from a large number of suppliers located in countries within and
outside the United States, including Brazil, Argentina, Costa Rica, Germany,
Italy, the Dominican Republic, Paraguay, the Philippines, Indonesia, Honduras
and Mexico and does not believe that it is dependent on any single source for
tobacco.
 
COMPETITION
 
    Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with a 8% market share and in the United States with a 30%
market share, as measured by units sold in 1995. In the United States, the
largest cigar market in the world, the Company is also the leading manufacturer
and marketer of cigars with approximately a 30% market share, as measured by
units sold in 1995. The other three significant competitors in the cigar market
are Consolidated Cigar Holdings Inc., a public company, General Cigar Co. Inc.,
a division of Culbro Corporation, a public company, and Havatampa/Phillies Cigar
Corporation, a privately held corporation. In addition, Tobacco Exporters
International Limited (a subsidiary of Rothmans International, a public company)
is a significant competitor in the little cigar market. The Company's major
competitors in the smokless tobacco products market are UST Inc., Conwood
Corporation, Brown & Williamson Tobacco Company, National Tobacco Company and
Pinkerton Group, Inc. Certain competitors of the Company are better capitalized
than the Company and may have greater financial and other resources than those
available to the Company. The Company believes that its strong market position
in the cigar industry is due to its well-known brand names, broad range of
product offerings, commitment to and reputation for manufacturing quality
cigars, marketing expertise and customer service and efficient manufacturing
operations. The Company believes that its improving position in moist snuff and
loose leaf chewing tobacco is due to its strong sales and marketing organization
and its well known brand names, broad range of product offerings and efficient
manufacturing operations.
 
EMPLOYEES
 
    As of September 30, 1996, the Company had approximately 1,160 full-time
employees and 50 part-time employees. The Company believes its relations with
its union and non-union employees are and will continue to be good. The Retail
Workers & Department Store Union and the International Association of Machinists
and Aerospace Workers Union represent the hourly employees at the Jacksonville
facility. Both labor agreements will expire in the first half of 1997 and the
Company anticipates that new three year agreements will be reached with such
unions. There has not been a work stoppage in Jacksonville in over 19 years. The
Bakery, Confectionery and Tobacco Workers Union and the International
Association of Machinists and Aerospace Workers Union represents hourly
employees at the Wheeling facility. Both labor agreements at this location were
renewed for three years during 1996. To the Company's knowledge, there has never
been a work stoppage at this facility.
 
                                       37
<PAGE>
PROPERTIES
 
    As of September 30, 1996, the principal properties owned or leased by the
Company for use in its business included:
 
<TABLE>
<CAPTION>
                                                                                             OWNED     APPROXIMATE
LOCATION                                                            PRINCIPAL USE          OR LEASED   FLOOR SPACE
- ------------------------------------------------------------  --------------------------  -----------  ------------
<S>                                                           <C>                         <C>          <C>
Jacksonville, Florida.......................................  Cigar Manufacturing              Owned       375,357
Wheeling, West Virginia.....................................  Smokeless Tobacco                Owned(1)     415,781
                                                              Manufacturing
Edgerton, Wisconsin.........................................  Warehouse--Smokeless             Owned       166,141
                                                              Tobacco Aging
Brookneal, Virginia.........................................  Warehouse--Smokeless             Owned        54,000
                                                              Tobacco Aging
Hopkinsville, Kentucky......................................  Warehouse--Smokeless             Owned        47,470
                                                              Tobacco Aging
Lancaster, Pennsylvania.....................................  For Sale                         Owned        44,228
Helmetta, New Jersey........................................  For Sale                         Owned       385,000
Waycross, Georgia...........................................  For Sale                         Owned       104,000
</TABLE>
 
- ------------------------
 
(1)  The Company beneficially owns the property subject to a lease purchase
     agreement with Ohio County, West Virginia, which permits the Company to
     receive certain property and sales tax benefits.
 
    The Company believes that its cigar and smokeless tobacco product
manufacturing capacity, together with its existing contracts for the manufacture
of little cigars, is adequate for its current production needs of mass market
large and little cigars and smokeless tobacco products. Additional cigar
manufacturing equipment on order will provide for additional mass market large
and little cigar manufacturing capacity needed in the near term. In the future,
the Company believes that it can increase manufacturing capacity for mass market
large and little cigars by purchasing additional manufacturing equipment and
enlarging its production facilities by expanding to Company-owned land adjacent
to each facility. Additionally, the Company intends to secure additional
offshore premium cigar production capacity in key cigar producing areas such as
the Dominican Republic, Honduras and Nicaragua. This additional premium cigar
capacity is expected to be available in 1997.
 
    The Company believes that its facilities are well maintained and in
substantial compliance with environmental laws and regulations.
 
REGULATION
 
    The tobacco industry, particularly with respect to cigarettes, has been
under public scrutiny for over thirty years. Industry critics include special
interest groups, the Surgeon General and many legislators at the state and
federal levels. Much of the focus has been directed at the cigarette industry
due to its large size relative to the cigar and smokeless tobacco markets,
although the cigar and smokeless tobacco companies have also been affected by
such action.
 
    Cigar and smokeless tobacco manufacturers, like other producers of tobacco
products, are subject to regulation in the United States at federal, state and
local levels. Together with changing public attitudes towards smoking, a
constant expansion of smoking regulations since the early 1970s has been a major
cause of the overall decline in consumption of tobacco products. Moreover, the
trend is toward increasing regulation of the tobacco industry.
 
    Federal law has recently required states, in order to receive full funding
for federal substance abuse block grants, to establish a minimum age of 18 years
for the sale of tobacco products together with an appropriate enforcement
program. In recent years, a variety of bills relating to tobacco issues have
been introduced in the Congress of the United States, including bills that would
have (i) prohibited the
 
                                       38
<PAGE>
advertising and promotion of all tobacco products and/or restricted or
eliminated the deductibility of such advertising expenses; (ii) increased
labeling requirements on tobacco products to include, among other things,
addiction warnings and lists of additives and toxins; (iii) modified federal
preemption of state laws to allow state courts to hold tobacco manufacturers
liable under common law or state statutes; (iv) shifted regulatory control of
tobacco products and advertisements from the FTC to the FDA; (v) increased
tobacco excise taxes; and (vi) required tobacco companies to pay for health care
costs incurred by the federal government in connection with tobacco related
diseases. Hearings have been held on certain of these proposals; however, to
date, none of such proposals have been passed by Congress. Future enactment of
such proposals or similar bills could have a material adverse effect on the
sales or operations of the Company.
 
    On August 28, 1996, the FDA published a final rule on tobacco in the Federal
Register. Specifically, the rule makes the sale of cigarettes and smokeless
tobacco to children and adolescents, i.e., anyone younger than 18 years of age,
a federal violation. In addition, the rule requires manufacturers, distributors,
and retailers to comply with certain conditions regarding the sale, distribution
and promotion of tobacco products. It prohibits all free samples and limits
retail sales in most circumstances to face-to-face transactions. As a result,
vending machines and self-service displays are prohibited, except in facilities
where the retailer or operator ensures that no person younger than 18 is present
or is permitted to enter at any time. The rule limits advertising generally to a
black-and-white, text-only format, which the FDA believes will ensure that
advertising is not used to create demand for these products among young people
and thus undermine the restrictions on access. Billboards and other outdoor
advertising are prohibited within 1,000 feet of schools and public playgrounds.
The sale and distribution of non-tobacco items, such as hats and tee shirts that
carry cigarette logos, are prohibited, and sponsorship of sporting and other
events is limited to the corporate name only. The provisions of the regulations
will become effective between six months and two years after August 28, 1996.
This regulation could have a material adverse effect on the Company's business.
 
    Although federal law has required health warnings on cigarettes since 1965
and on smokeless tobacco since 1986, there is no federal law requiring that
cigars carry such warnings. However, California requires "clear and reasonable"
warnings to consumers who are exposed to chemicals determined by the state to
cause cancer or reproductive toxicity, including tobacco smoke and several of
its constituent chemicals. Violations of this law, known as Proposition 65, can
result in a civil penalty not to exceed $2,500 per day for each violation.
Although similar legislation has been introduced in other states, no action has
been taken. There can be no assurance that such legislation introduced in other
states will not be passed in the future or that other states will not enact
similar legislation.
 
    During 1988, the Company and 25 manufacturers of tobacco products entered
into a settlement of legal proceedings filed against them pursuant to
Proposition 65. Under the terms of the settlement, the Company and such other
defendants agreed to label retail packages or containers of cigars, pipe
tobaccos and other smoking tobaccos (other than cigarettes) manufactured or
imported for sale in California with a specified warning label. To guarantee
compliance with the California requirements, to eliminate errors in distribution
and to maintain the efficiencies of the manufacturing process, the Company and
most of its competitors have begun using the label on all of their tobacco
products shipped to customers in all states, except for a few premium cigar
customers.
 
    Massachusetts recently enacted legislation requiring manufacturers of
cigarettes, chewing tobacco and snuff to provide the state annually with a list
of the additives (in descending order of weight) and the nicotine yield ratings
of each brand they produce, which information will, subject to certain
conditions, be made publicly available. The ingredients of the Company's
products are proprietary and disclosure could result in the manufacture and sale
of imitations. This legislation is being challenged by a number of smokeless
tobacco manufacturers, including the Company. See "--Litigation."
 
    In addition, the majority of states restrict or prohibit smoking of
cigarettes and cigars in certain public places and restrict the sale of tobacco
products to minors. Local legislative and regulatory bodies have also
increasingly moved to curtail smoking by prohibiting smoking of cigarettes and
cigars in certain buildings
 
                                       39
<PAGE>
or areas or by requiring designated "smoking" areas. In a few states,
legislation has been introduced, but has not yet passed, which would require all
little cigars sold in those states to be "fire-safe" (i.e., little cigars which
extinguish themselves if not continuously smoked). Passage of this type of
legislation could have a material adverse effect on the Company's little cigar
sales because of the technological difficulties in complying with such
legislation. There is currently an effort by the U.S. Consumer Product Safety
Commission to establish such standards for cigarettes. The enabling legislation,
as originally proposed, included little cigars; however, little cigars were
deleted due to the lack of information on fires caused by these products. There
can be no assurance that little cigars will be excluded from such legislation in
the future.
 
    The U.S. Environmental Protection Agency (the "EPA") published a report in
January 1993 with respect to the respiratory health effects of passive smoking,
which concluded that widespread exposure to environmental tobacco smoke presents
a serious and substantial public health concern. In June 1993, Philip Morris
Companies Inc. and five other representatives of the tobacco manufacturing and
distribution industries filed suit against the EPA seeking a declaration that
the EPA does not have the statutory authority to regulate environmental tobacco
smoke, and that, in view of the available scientific evidence and the EPA's
failure to follow its own guidelines in making the determination, the EPA's
final risk assessment was arbitrary and capricious. The court ruled in May 1995
that plaintiffs have standing to pursue this action. Whatever the outcome of
this litigation, issuance of the report, which is based primarily on studies of
passive cigarette smokers, may lead to further legislation designed to protect
non-smokers. See "--Litigation."
 
    In manufacturing and distributing tobacco products, the Company uses,
handles and disposes of hazardous chemicals, such as petroleum products, at a
number of its facilities, and as result is subject to environmental regulations
relating to such use, handling and disposal. Although the Company is currently
in substantial compliance with all material environmental regulations, the
Company has been subject and may continue to be subject to liability for the
cleanup of contamination and other environmental remedial actions. The Company
does not expect that such liability, or any effort to comply with present and
future environmental regulations, will have a material adverse effect on the
Company's finances or business.
 
LITIGATION
 
    Current tobacco litigation generally falls within one of three categories:
class actions, individual actions, or actions brought by individual states
generally to recover Medicaid costs allegedly attributable to tobacco-related
illnesses. The pending actions allege a broad range of injuries resulting from
the use of tobacco products or exposure to tobacco smoke and seek various
remedies, including compensatory and, in some cases, punitive damages together
with certain types of equitable relief such as the establishment of medical
monitoring funds and restitution. Recent lawsuits against the tobacco industry
have alleged a conspiracy to conceal evidence of the alleged addictive
properties of nicotine which, if successful, could have a material adverse
effect on the Company. A Florida jury recently rendered a damages verdict in
favor of a cigarette smoker. Also, a study published recently in the journal
SCIENCE reported that a chemical found in cigarette smoke has been found to
cause genetic damage in lung cells that is identical to damage observed in many
malignant tumors of the lung and, thereby directly links lung cancer to
cigarette smoking. This study could affect pending and future tobacco
litigation. The major tobacco companies are vigorously defending the various
tobacco actions, including by challenging the authority of state attorney
generals to bring Medicaid actions attributable to tobacco-related illnesses
and, in some states, bringing preemptive lawsuits to enjoin the state attorney
general from instituting litigation.
 
    The Company is a defendant, along with other tobacco manufacturers,
wholesaler/retailers and other defendants, in two suits commenced by individual
plaintiffs in Lake Charles, Louisiana. SONTAG V. UNITED STATES TOBACCO, ET. AL.,
State Docket No 95-6434, USDC Case No. 96CV0100 and LONKOWSKI V. R.J. REYNOLDS,
ET AL., State Docket No. 96-1855, USDC Case No. 96 CV 1192. The complaints
allege fraud and misrepresentation in the marketing and sale of tobacco
products, breach of warranty, negligence and other
 
                                       40
<PAGE>
claims. The plaintiffs seek unspecified damages, attorney fees and costs. The
Company believes that it has meritorious defenses and is vigorously defending
these lawsuits.
 
    Additionally, the Company is a defendant, along with other tobacco
manufacturers, a retailer and other defendants, in a suit commenced by an
individual plaintiff in Duval County, Florida. RIX V. R.J. REYNOLDS, ET AL.,
State Case No. 96-01778-CA. The complaint alleges negligence, strict liability,
and civil conspiracy. The Company believes that it has meritorious defenses and
is vigorously defending this lawsuit.
 
    Though claims have been made against manufacturers of smokeless tobacco
products and against manufacturers of cigars, the Company is not aware of any
adverse decision or judgment having been rendered against smokeless tobacco or
cigar manufacturers. There can be no assurance, however, that the Company may
not be named as a defendant in any future suits, nor can there be any assurance
that such suits, if brought against the Company, or the Company's existing
litigation will not result in an adverse judgment against the Company which
could have a material adverse effect on the Company's business. The Company does
not carry insurance to protect against health-related product liability because
the cost of obtaining such insurance is commercially prohibitive. Additionally,
a judgment against the Company with respect to a product and any related
products, could preclude the further sale of such products, the result of which
could materially adversely affect the Company's business.
 
    The Company is a plaintiff, along with other smokeless tobacco manufacturers
and North Carolina wholesalers, in an action commenced in U.S. District in North
Carolina against the U.S. Food and Drug Administration and David A. Kessler, the
Commissioner of Food and Drugs. UNITED STATES TOBACCO, ET AL. V. UNITED STATES
FOOD AND DRUG ADMINISTRATION, ET AL., USDC Case No. 6:95 CV0066. The counts in
the complaint state INTER ALIA that the FDA lacks the legal authority to
regulate smokeless tobacco products, that FDA regulation is precluded by the
Comprehensive Smokeless Tobacco Health Education Act of 1986 and that the FDA's
regulations violate the United States Constitution. The Company seeks a
declaratory judgment and an injunction restraining the FDA from taking any
action to regulate smokeless tobacco products.
 
    The Company is also a plaintiff, along with other smokeless tobacco
manufacturers, in an action commenced in U.S. District Court in Massachusetts
against the Attorney General and the Commissioner of Public Health of the State
of Massachusetts. UNITED STATES TOBACCO, ET AL. V. HARSHBURGER, ET AL., USDC
Case No. 96-11619-GAO. The counts in the complaint state INTER ALIA that a
Massachusetts statute requiring manufacturers to disclose the identity and
relative quantities of ingredients added to tobacco products on a brand-by-brand
basis suffers from multiple United States Constitutional infirmities. The
Company believes that the proposed statute violates the Federal Supremacy Clause
as it intrudes into an area covered by the Comprehensive Smokeless Tobacco
Health Education Act, that it violates the Takings Clause as it would destroy
the Company's trade secrets and that it violates the Due Process Clause as it
would deprive the Company of its property without prior notice or meaningful
opportunity to be heard.
 
    In the opinion of management, the cost, if any, of resolving the specific
cases referred to above which are presently pending should not have a
significant impact on the Company's consolidated financial position, however,
the cost of resolving such litigation, if any, could have a significant effect
on the future results of operations and cash flows. There can be no assurance
that there will not be an increase in health-related litigation in the future.
With respect to litigation other than the pending cases specifically referred to
above, the costs to the Company of defending or prosecuting any prolonged
litigation or the cost of a judgment against the Company could have a material
adverse effect on the Company's business.
 
    The Company is party to various other legal claims in respect to
environmental, tax and commercial disputes. The Company believes that the
outcome of such pending legal proceedings in the aggregate will not have a
material adverse effect on the Company's consolidated financial position. The
Company carries general liability insurance but has no health hazard policy,
which, to the best of the Company's knowledge, is consistent with industry
practice. There can be no assurance, however, that the Company will not
experience material health-related litigation in the future.
 
                                       41
<PAGE>
EXCISE TAXES
 
    Cigars and smokeless tobacco products have long been subject to federal,
state and local excise taxes, and such taxes have frequently been increased or
proposed to be increased, in some cases significantly, to fund various
legislative initiatives.
 
    From 1977 until December 31, 1990, cigars were subject to a federal excise
tax of 8.5% of wholesale list price, capped at $20.00 per thousand cigars.
Effective January 1, 1991, the federal excise tax rate on large cigars (weighing
more than three pounds per thousand cigars) increased to 10.625%, capped at
$25.00 per thousand cigars, and increased to 12.75%, capped at $30.00 per
thousand cigars, effective January 1, 1993. However, the base on which the
federal excise tax is calculated was lowered effective January 1, 1991 to the
manufacturer's selling price, net of the federal excise tax and certain other
exclusions. The federal excise tax on little cigars (weighing less than three
pounds per thousand cigars) increased from $0.75 per thousand cigars to $0.9375
per thousand cigars effective January 1, 1991. The excise tax on little cigars
increased to $1.125 per thousand cigars effective January 1, 1993. The increase
in the federal excise tax rate in 1991 and again in 1993 did not have a material
adverse effect on the Company's product sales.
 
    Since 1986, smokeless tobacco (including dry and moist snuff and chewing
tobacco) has been subject to Federal excise tax as well. Unlike the excise tax
on large and little cigars, which taxes are based on the number (per 1,000) of
cigars manufactured or imported, smokeless tobacco is taxed by weight (in pounds
or fractional parts thereof) manufactured or imported. From July 1, 1986 through
December 31, 1990, the excise tax on snuff was $0.24 per pound. Effective
January 1, 1991, the Federal excise tax rate on snuff increased to $0.30 per
pound, and again increased to $0.36 per pound, effective January 1, 1993. From
July 1, 1986 through December 31, 1990, the excise tax on chewing tobacco was
$0.08 per pound. Effective January 1, 1991 the Federal excise tax on chewing
tobacco increased to $0.10 per pound, and again increased to $0.12 per pound
effective January 1, 1993. The increase in the Federal excise tax rate on
smokeless tobacco in 1991 and again in 1993 did not have a material adverse
effect on the Company's product sales.
 
    In the past, there have been various proposals by the federal government to
fund legislative initiatives through increases in federal excise taxes on
tobacco products. In 1993, the Clinton Administration proposed a significant
increase in excise taxes on cigars, pipe tobacco, cigarettes and other tobacco
products to fund the its proposed health care reform program. The Company
believes that the volume of cigars and smokeless tobacco sold would have been
dramatically reduced if excise taxes were enacted as originally proposed as part
of the Clinton Administration's health care reform program. Future enactment of
significant increases in excise taxes, such as those initially proposed by the
Clinton Administration or other proposals not linked specifically to health care
reform, would have a material adverse effect on the business of the Company. The
Company is unable to predict the likelihood of the passage or the enactment of
future increases in tobacco excise taxes.
 
    Tobacco products are also subject to certain state and local taxes. Deficit
concerns at the state level continue to exert pressure to increase tobacco
excise taxes. The number of states that impose excise taxes on cigars is
forty-two. State excise taxes on cigars and smokeless tobacco products generally
range from 2% to 74.9% of the wholesale purchase price. The number of states
that impose excise taxes on smokeless tobacco products is forty-two. California,
Connecticut, Iowa, Oregon, Tennessee and Florida (with certain exceptions)
impose excise taxes on little cigars at the same rates as cigarettes.
 
    State cigar and smokeless tobacco excise taxes are not subject to caps
similar to the federal cigar excise tax. From time to time, the imposition of
state and local taxes has had some impact on the Company's sales regionally. The
enactment of new state excise taxes and the increase in existing state excise
taxes are likely to have an adverse effect on regional sales as cigar and
smokeless tobacco consumption generally decline.
 
                                       42
<PAGE>
PROPERTIES
 
    As of September 30, 1996, the principal properties owned or leased by the
Company for use in its business included:
 
<TABLE>
<CAPTION>
                                                                                             OWNED     APPROXIMATE
LOCATION                                                            PRINCIPAL USE          OR LEASED   FLOOR SPACE
- ------------------------------------------------------------  --------------------------  -----------  ------------
<S>                                                           <C>                         <C>          <C>
Jacksonville, FL............................................  Cigar Manufacturing              Owned       375,357
Wheeling, WV................................................  Smokeless Tobacco                Owned(1)     415,781
                                                              Manufacturing
Edgerton, WI................................................  Warehouse--Smokeless             Owned       166,141
                                                              Tobacco Aging
Lancaster, PA...............................................  For Sale                         Owned        44,228
Brookneal, VA...............................................  Warehouse--Smokeless             Owned        54,000
                                                              Tobacco Aging
Hopkinsville, KY............................................  Warehouse--Smokeless             Owned        47,470
                                                              Tobacco Aging
Helmetta, NJ................................................  For Sale                         Owned       385,000
Waycross, GA................................................  For Sale                         Owned       104,000
</TABLE>
 
- ------------------------
 
(1) [The Company beneficially owns the property under a lease purchase agreement
    with Ohio County, West Virginia. Having Ohio County as the owner of record
    permits the Company to receive certain tax benefits.]
 
    [The Company believes that its existing and planned manufacturing facilities
and distribution centers are adequate for the current level of the Company's
operations. The Company believes that additional facilities, if necessary, would
be readily available on a timely basis on commercially reasonable terms.
Further, the Company believes that the leased space that houses its existing
manufacturing and distribution facilities is not unique and could be readily
replaced, if necessary, at the end of the terms of its existing leases on
commercially reasonable terms. The Company's leases have expiration dates
ranging from [     ] to [     ], many of which are renewable at the option of
the Company.] [CONFORM TO MANUFACTURING]
 
    The Company believes that its facilities are well maintained and in
substantial compliance with environmental laws and regulations.
 
                                       43
<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The following table sets forth certain information as of September 30, 1996
concerning the directors and executive officers of Swisher International.
Effective October 23, 1996 these persons became officers and directors of the
Company in the same capacity as set forth below.
 
<TABLE>
<CAPTION>
             NAME                   AGE                                       POSITION
- ------------------------------      ---      ---------------------------------------------------------------------------
<S>                             <C>          <C>
William Ziegler, III..........          68   Chairman of the Board, Chief Executive Officer and Director
William T. Ziegler............          41   Chairman of the Executive Committee, Chief Operating Officer and Director
Timothy Mann..................          54   President and Director
J. Thomas Ryan, III...........          48   Executive Vice President--Sales & Marketing and Director
Nicholas J. Cevera, Jr. ......          59   Executive Vice President--Operations and Director
Robert A. Britton.............          50   Executive Vice President, Chief Financial Officer and Director
Justo S. Amato................          62   Senior Vice President--Finance
Paul M. Arvia.................          58   Senior Vice President--Sales
Barry L. Drugg................          50   Senior Vice President--Personnel and Administration
John E. Fraleigh..............          58   Senior Vice President--Tobacco Procurement
Peter J. Ghiloni..............          45   Senior Vice President--Marketing
Cynthia Z. Brighton...........          37   Vice President--Financial Services, Treasurer and Director
Donald E. McNicol.............          75   Vice Chairman of the Board and Director
C. Keith Hartley..............          54   Director
Alfred F. La Banca............          65   Director
John R. Tweedy................          66   Director
</TABLE>
 
    WILLIAM ZIEGLER, III has been a Director, Chief Executive Officer and
Chairman of the Board since November 1995. From 1958 to 1995, Mr. Ziegler served
as a Director of AMPCo, from 1964 to 1995 as Chairman of the Board of AMPCo and
as Chief Executive Officer from 1976 to 1993. Mr. Ziegler is President of the E.
Matilda Ziegler Foundation for the Blind (a private foundation) and also has
served as Trustee of Connecticut College and as a member of the Board of
Directors of the Maritime Aquarium at Norwalk, Connecticut. Mr. Ziegler is the
father of William T. Ziegler and Cynthia Z. Brighton.
 
    WILLIAM T. ZIEGLER has been a Director and Chief Operating Officer of
Swisher International since November 1995. From 1991 to 1994, Mr. Ziegler served
as Director of Corporate Development for Helme. From 1986 to 1990, Mr. Ziegler
served as Product Manager for Helme. William T. Ziegler is the son of William
Ziegler, III.
 
    TIMOTHY MANN has been a Director of Swisher International since November
1995 and President since 1986. From 1982 to 1986, Mr. Mann was the Senior Vice
President--Marketing and Sales of Swisher International and from 1980 to 1982,
he was Vice President--Marketing and Sales. Prior to joining Swisher
International in 1978 as Director of Business Development, Mr. Mann was employed
in various marketing positions at American Brands, Inc. and Liggett Group, Inc.
Mr. Mann is Vice President of the Cigar Association of America, and serves on
its Board of Directors. He is also a Director of the Tobacco Merchants'
Association and a member of the National Association of Wholesale Marketers by
whom he was recently named Dean of the Industry.
 
    J. THOMAS RYAN, III has been a Director of Swisher International since
November 1995 and Executive Vice President since April 1995. From 1985 to 1994,
Mr. Ryan was President of Helme and from 1983 to 1985 he was Senior Vice
President of Helme and from 1981 to 1983 he was Vice President of Sales and
Marketing for smokeless products. Prior to joining Helme, Mr. Ryan served in a
number of managerial positions with Conwood Corporation. Mr. Ryan serves on the
Boards of the Cigar Association of America, the Smokeless Tobacco Council, the
Smokeless Tobacco Research Council, and the Tobacco Institute.
 
                                       44
<PAGE>
    NICHOLAS J. CEVERA, JR. has been the Executive Vice President--Operations of
Swisher International since July 1986 and a Director since November 1995. Mr.
Cevera joined Swisher International as Vice President of Manufacturing in April
1980. In 1982, he was promoted to Vice President of Operations. In 1984, Mr.
Cevera was promoted to Senior Vice President of Operations. Prior to joining the
Company, Mr. Cevera worked 14 years for Brown & Williamson Tobacco Company in
various manufacturing managerial positions. Mr. Cevera is a Director of the
First Coast Manufacturers Association and the Cigar Association of America.
 
    ROBERT A. BRITTON was named Executive Vice President, Chief Financial
Officer and Director in October 1996. He was Vice President and Chief Financial
Officer of Swisher International since November 1995. From 1981 to 1993 he
served as Treasurer and later as Vice President and Treasurer of American
Fructose Corporation, a publicly traded subsidiary of AMPCo. Mr. Britton joined
AMPCo in 1977 as Manager--Financial Services, and was promoted to Treasurer and
later as Vice President and Treasurer in 1990. He became Treasurer of Swisher
International in 1980. Prior to his association with AMPCo and the Company, Mr.
Britton worked for ASARCO Incorporated and The Morgan Guaranty Trust Company.
 
    JUSTO S. AMATO was named Senior Vice President--Finance of Swisher
International in September, 1996 after being Vice President--Finance since 1978.
Prior to joining the Company in 1978, Mr. Amato worked for Johnson & Johnson,
Squibb-Beechnut, Phelps Dodge and Gulf & Western in various controllership
positions.
 
    PAUL M. ARVIA has been Senior Vice President--Sales of Swisher International
since 1983, and Vice President of sales since 1983. Prior to joining Swisher
International in 1964, Mr. Arvia was a retail representative for Lorillard, Inc.
 
    BARRY L. DRUGG has been Senior Vice President--Personnel and Administration
since October 1996. From July 1996 to September 1996, Mr. Drugg served as Vice
President--Personnel and Administration of Swisher International, after ten
years in the personnel department of an AMPCo affiliate. Mr. Drugg is a long
time member of the Board and the past President of the Northeast Florida Safety
Council.
 
    JOHN E. FRALEIGH has been Senior Vice President--Tobacco Procurement for
Swisher International since October 1996. After joining the Company in 1964, he
became Vice President--Tobacco Procurement in 1976. In 1982, Mr. Fraleigh became
responsible for quality control and product development.
 
    PETER J. GHILONI has been Senior Vice President--Marketing and Sales since
September 1996. From April 1994 to September 1996, Mr. Ghiloni served as Vice
President--Marketing and Sales for Swisher International. From October 1991 to
April 1994, he served as Senior Vice President--Marketing and Sales for Helme.
Mr. Ghiloni joined Helme in July 1984 as Vice President--Marketing. Prior to
joining Helme, he was Group Product Manager for U.S. Tobacco.
 
    CYNTHIA Z. BRIGHTON has been Treasurer, Vice President--Financial Services
and Director of Swisher International since November 1995. From 1986 to 1993,
Ms. Brighton served as a director and corporate secretary of American Fructose
Corporation (an affiliate of AMPCo) and as the corporate secretary of AMPCo from
1992 to 1994. Ms. Brighton is the daughter of William Ziegler, III.
 
    DONALD E. MCNICOL has been a Director of Swisher International and Vice
Chairman of the Board since November 1995. He is presently of counsel to the
firm of Schnader, Harrison Segal & Lewis. Mr. McNicol was a partner of Hall,
McNicol, Hamilton & Clark from 1956 to 1992 and of counsel to the firm of Keck,
Mahin & Cate from 1992 to 1996. Mr. McNicol served as a Director and General
Counsel of AMPCo from 1964 to 1992.
 
    C. KEITH HARTLEY has been a director of Swisher International since November
1995. Since August 1995 he has been the Managing Partner--Corporate Finance at
Forum Capital Markets L.P., an investment banking firm, and a co-manager of the
Offerings. From May 1991 to August 1995, Mr. Hartley was an independent
financial consultant. From February 1990 to May 1991, Mr. Hartley served as
Managing Director of Peers & Co., a merchant banking firm. From July 1989 to
December 1989, Mr. Hartley was a
 
                                       45
<PAGE>
consultant to Drexel Burnham Lambert Incorporated ("Drexel"), an investment
banking firm. For 16 years prior thereto Mr. Hartley was associated with Drexel,
his last position being a Managing Director. Mr. Hartley also serves as a
director of Comdisco, Inc., a lessor of high technology equipment, U.S.
Diagnostics, Inc., an operator of diagnostic imaging centers, and Phoenix
Shannon p.l.c., a manufacturer of dental instruments.
 
    ALFRED F. LA BANCA has been a Director of Swisher International since
November 1995. He is also Chairman of the Board of the Mailex Corporation in
Stamford, Connecticut and of Action Letter, Inc. in New York City, which he
founded in 1961. Both Mailex Corporation and Action Letter, Inc. specialize in
the production of direct mail, data processing and outsource management for
client firms.
 
    JOHN R. TWEEDY has been a Director of Swisher International since November
1995. Mr. Tweedy served in various management positions at AMPCo and its
affiliates from 1972 until he retired as Senior Vice President of AMPCo in 1993.
 
BOARD OF DIRECTORS
 
    Directors are elected annually. In addition to the current members of the
Board of Directors, following consummation of the Offerings, the Company intends
to appoint an additional independent director who is neither an officer nor an
employee of the Company or its affiliates.
 
    The Board of Directors has established an Executive Committee, an Audit
Committee, a Compensation Committee and a Pension Committee.
 
    The Executive Committee has all powers and rights necessary to exercise the
full authority of the Board of Directors in the management of the business and
affairs of the Company when necessary between meetings of the Board of
Directors. The members of the Executive Committee are Messrs. Ziegler, III,
William T. Ziegler, Mann, McNicol and Hartley.
 
    The Audit Committee's responsibilities will include (i) making
recommendations to the Board of Directors of the Company with respect to the
Company's financial statements and the appointment of independent auditors, (ii)
reviewing significant audit and accounting policies and practices of the
Company, (iii) meeting with the Company's independent public accountants
concerning, among other things, the scope of audits and reports and (iv)
reviewing the performance of overall accounting and financial controls of the
Company. The Audit Committee must include at least two Directors who are neither
officers nor employees of the Company. The members of the Audit Committee are
Messrs. Hartley, La Banca, McNicol and Tweedy.
 
    The Compensation Committee has the responsibility of reviewing the
performance of the executive officers of the Company and recommending to the
Board of Directors of the Company annual salary and bonus amounts for all
officers of the Company. The Compensation Committee must consist of at least two
Directors who are "outside directors" within the meaning of Section 162(m) of
the Code. The members of the Compensation Committee are Messrs. La Banca,
Tweedy, McNicol and Hartley.
 
    The Pension Committee has the responsibility for overseeing the
administration of the Company's benefit plans. The members of the Pension
Committee are Ms. Brighton and Messrs. McNicol, Hartley and Britton.
 
    The General Corporation Law of the State of Delaware (the "Delaware
Corporation Law") provides that a company may indemnify its directors and
officers as to certain liabilities. The Company's Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws will provide for
the indemnification of its directors and officers to the fullest extent
permitted by law, and the Company intends to enter into separate indemnification
agreements with each of its directors and officers to effectuate these
provisions and to purchase directors' and officers' liability insurance. The
effect of such provisions is to indemnify, to the fullest extent permitted by
law, the directors and officers of the Company against all costs, expenses and
liabilities incurred by them in connection with any action, suit or proceeding
 
                                       46
<PAGE>
in which they are involved by reason of their affiliation with the Company. See
"Description of Capital Stock--Director and Officer Indemnification."
 
COMPENSATION OF DIRECTORS
 
    Directors who do not receive compensation as officers or employees of the
Company or any of its affiliates will be paid an annual retainer fee of $25,000
and a fee of $1,000 for each meeting of the Board of Directors or any committee
thereof they attend. All Directors are reimbursed for expenses incurred in
connection with attendance at meetings of the Board of Directors or any
committee thereof.
 
EXECUTIVE COMPENSATION
 
    The Company, as a holding company, conducts the majority of its business
through Swisher International. The executive officers of the Company receive no
compensation for their services to the Company. Accordingly, the following table
presents certain information concerning compensation paid or accrued for
services rendered to Swisher International in all capacities during the year
ended December 31, 1995 for the two individuals who served as Chief Executive
Officer and the four other most highly compensated executive officers of Swisher
International whose total annual salary and bonus in the last fiscal year
exceeded $100,000 (collectively, the "Named Executive Officers").
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                LONG-TERM
                                           ANNUAL COMPENSATION                 COMPENSATION
                                 ----------------------------------------  --------------------
                                                              OTHER             SECURITIES             ALL
      NAME AND PRINCIPAL                                      ANNUAL            UNDERLYING            OTHER
           POSITION                SALARY      BONUS     COMPENSATION(1)   OPTIONS/SARS (#)(2)   COMPENSATION(3)
- -------------------------------  ----------  ----------  ----------------  --------------------  ----------------
<S>                              <C>         <C>         <C>               <C>                   <C>
William Ziegler, III (4)
  Chief Executive Officer,
  Chairman of the Board of
  Directors....................  $   54,692  $   27,346              0                   0        $    2,866,170
 
Timothy Mann
  President....................     232,500     142,200     $   32,645              10,000               631,700
J. Thomas Ryan, III
  Executive Vice President-
  Sales & Marketing............     208,000     109,200          9,422               4,000               314,147
Nicholas J. Cevera, Jr.
  Executive Vice President-
  Operations...................     186,500      71,300          5,320               4,000               263,175
Justo S. Amato
  Senior Vice President-
  Finance......................     149,750      45,800          5,501               3,000               218,193
J. Patric McLaughlin (5)
  Chief Executive Officer           374,548     336,329         34,152              30,000             2,490,766
</TABLE>
 
- ------------------------
 
(1) Includes reimbursement of taxes in connection with (i) imputed income
    derived from the use of a Company car by each of Messrs. McLaughlin, Mann,
    Ryan, Cevera and Amato in the amount of $10,769, $6,340, $7,861, $4,686 and
    $5,156, respectively, (ii) imputed income derived from the payment by the
    Company of premiums on life insurance policies of Messrs. McLaughlin, Mann
    and Ryan in the amount of $21,573, $25,240, and $1,561, respectively, and
    (iii) imputed income derived from the aggregate payment of Medicare taxes by
    Swisher International and AMPCo in regard to accruals under their respective
    supplemental pension programs for Messrs. McLaughlin, Mann, Cevera and Amato
    in the amount of $1,809, $1,065, $634 and $345, respectively.
 
                                       47
<PAGE>
(2) All options granted to the Named Executive Officers in 1995 were granted
    under the AMPCo Stock Option Plan while Swisher International was a wholly
    owned subsidiary of AMPCo. All such options were cancelled in return for
    cash payments in connection with the November 1995 acquisition of AMPCo by
    Eridania Begin-Say, S.A. ("EBS").
 
(3) Includes (i) imputed income for executive life insurance for Messrs.
    McLaughlin, Mann and Ryan in the amount of $32,360, $34,500, and $2,134,
    respectively, (ii) imputed income for group term life insurance for Messrs.
    Ziegler, Cevera and Amato in the amount of $350, $2,100 and $2,078,
    respectively; (iii) the consideration received by Messrs. McLaughlin,
    Ziegler, Mann, Ryan, Cevera and Amato in the amount of $2,452,406,
    $1,175,478, $593,375, $306,013, $255,075, and $210,125, respectively, in
    return for the cancellation of AMPCo options in connection with the
    acquisition of AMPCo by EBS (iv) employer contributions to 401(k) plans for
    Messrs. McLaughlin, Ziegler, Mann, Ryan, Cevera and Amato in the amount of
    $6,000, $2,188; $3,825, $6,000, $6,000, and $5,990, respectively, and (v) a
    special one-time bonus to Mr. Ziegler of $1,688,155 paid in April 1996.
 
(4) Mr. Ziegler became the Chief Executive Officer of Swisher International on
    November 6, 1995.
 
(5) Mr. McLaughlin served simultaneously as the Chief Executive Officer of AMPCo
    and Swisher International until November 6, 1995, when EBS acquired AMPCo,
    and Swisher International, then a subsidiary of AMPCo, was immediately sold
    to the Company. The salary and bonus shown for Mr. McLaughlin is an estimate
    for the period from January 1, 1995 to November 6, 1995, for the performance
    of services to both AMPCo and Swisher International.
 
                     OPTION GRANTS IN LAST FISCAL YEAR (1)
 
<TABLE>
<CAPTION>
                                                                     NUMBER OF SECURITIES
                              NAME                                UNDERLYING OPTIONS GRANTED
- ----------------------------------------------------------------  ---------------------------
 
<S>                                                               <C>
William Ziegler, III............................................                   0
Timothy Mann....................................................              10,000
J. Thomas Ryan, III.............................................               4,000
Nicholas J. Cevera, Jr..........................................               4,000
Justo S. Amato..................................................               3,000
Patric J. McLaughlin............................................              30,000
</TABLE>
 
- --------------------------
 
(1) All options granted to the Named Executive Officers in 1995 were granted
    under the AMPCo Stock Option Plan while Swisher International was a wholly
    owned subsidiary of AMPCo. The options were exercisable solely for AMPCo
    stock. In connection with the November 1995 acquisition of AMPCo by EBS, all
    AMPCo options were cancelled in consideration for a payment of $40.00 for
    each AMPCo share underlying such options.
 
EMPLOYMENT AGREEMENTS
 
    Each of Timothy Mann, J. Thomas Ryan, III, Nicholas J. Cevera, Jr. and
Robert A. Britton entered into employment agreements with Swisher International,
dated as of October 23, 1996. The term of each employment agreement is three
years. Each employment agreement may be terminated by Swisher International at
any time. In the case of termination without Cause (as defined in the employment
agreements) Swisher International is required to pay the executive salary and
provide the executive with certain perquisities for the remainder of the term.
In addition, Swisher International will be obligated to pay the executive's
target bonus pro-rated for the year in which the termination occurs. An
executive may terminate his employment agreement at any time upon two weeks'
notice. Any such termination will result in the forfeiture by the executive of
any further payments or benefits pursuant to the employment agreement as of such
termination. Also, each employment agreement contains a non-compete provision
extending for twelve months following voluntary termination by the executive or
termination for cause or for any period during which severance is being paid to
such executive. Pursuant to his respective employment agreement commencing on
the later of January 1, 1997 or the completion of the Offerings, Messrs. Mann,
Ryan, Cevera and Britton will receive an annual salary of $316,250, $251,160,
$229,425 and $208,650, respectively and certain current perquisites (including
tax reimbursement for certain perquisites). Each executive is entitled to
participate in the Company's management incentive plan. See "Management
Incentive Plan." Messrs. Mann and Britton currently each have a separate
employment agreement with the Company. Each has agreed that upon the closing of
the Offerings his existing
 
                                       48
<PAGE>
employment agreement shall terminate and be simultaneously superseded by his new
employment agreement described above. Pursuant to his employment agreement, each
executive will be entitled to participate in the Company's 1996 Stock Option
Plan. See "1996 Stock Option Plan."
 
    In addition, the Company will enter into employment agreements with each of
Justo S. Amato, Paul M. Arvia, Barry L. Drugg, John E. Fraleigh, and Peter J.
Ghiloni, each of whom is a Senior Vice President of the Company. Each of such
agreements will be for a term of two years and will contain provisions
substantially similar to those contained in the Employment Agreements described
above. Such agreements will become effective simultaneously with the closing of
the Offerings.
 
    Swisher International entered into a two year agreement with Donald E.
McNicol on February 1, 1996 with regard to his services to the Company as Vice
Chairman of the Board of Directors. Mr. McNicol's compensation for each year of
the agreement is $250,000. Mr. McNicol has deferred receipt of his compensation
until February 1, 2001 when he will begin recovering his accrued amount monthly
over a period of five years. Interest accrues on the deferred payments at the
prime rate.
 
MANAGEMENT INCENTIVE PLAN
 
    Swisher maintains a management incentive plan ("MIP") to compensate eligible
full-time employees for their contributions to Swisher's performance in revenue
growth, improved operating profit, cost control and production facility
utilization. Bonuses under the MIP are based on achievement of financial
performance targets and individual performance goals that are developed for each
participant at the beginning of each year by management and such participant and
are approved by the Compensation Committee. Each participant in the MIP has a
target bonus opportunity that is expressed as a percentage of base salary. The
percentage varies based on the potential of the position to have a positive
impact on the performance of Swisher International. The actual award is based on
management's recommendation and must be approved by the Compensation Committee.
The target bonus for 1996 is 45%, 35%, 35% and 25% for Messrs. Mann, Ryan,
Cevera and Amato, respectively. If the performance goals under the MIP are
exceeded, the bonus payable to the executive will be increased proportionally.
In 1996, the Company has already surpassed its MIP performance goals.
 
BENEFIT PLANS
 
    CAPITAL ACCUMULATION PLAN--401(K).  Swisher International sponsors The
Capital Accumulation Plan (the "CAP"), a tax qualified 401(k) defined
contribution plan, effective October 31, 1995, which covers eligible salaried
employees employed at the Company's locations within the United States. The CAP
is a continuation of a plan previously maintained for Swisher International
employees by AMPCo. The CAP permits participants to contribute up to 15% of
their base salary to the plan (highly compensated employees, including all
officers, have been limited to 6%). Swisher may make a matching contribution,
depending on profits. The Company also makes a contribution of 1% of base
salary. Participant contributions are 100% vested and Company contribution, vest
ratably over 4 years. Participants may direct the investment of all
contributions among the funds offered by the CAP. The amount of base salary that
may be used under the CAP to determine employer matching contributions is
limited to $150,000 for 1995 and 1996.
 
    RETIREMENT PLAN.  Swisher sponsors the Retirement Plan for Salaried
Employees of Swisher International, Inc. (the "Retirement Plan"), a tax
qualified defined benefit plan effective December 31, 1959, which covers
eligible salaried employees employed at the Company's locations within the
United States. The Retirement Plan benefits are based on credited service (up to
35 years) with Swisher International, and may include credited service with
members of a controlled group of corporations of which Swisher International was
a part, and the participant's compensation (base pay and regular annual
performance bonus) for such service averaged over the 60 consecutive months out
of the 120 months prior to termination of employment which produces the highest
average. The Retirement Plan's benefits are
 
                                       49
<PAGE>
reduced to partially reflect social security benefits received by the
participant. Benefits are paid at Normal Retirement Date (age 65), and vest
after 5 years of service.
 
    SUPPLEMENTAL PENSION PROGRAM.  Swisher established a Supplemental Pension
Program effective October 31, 1995 (the "SERP"), to restore retirement benefits
under the Retirement Plan and contributions under the CAP limited by Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and by Treasury
regulations relating to maximum retirement benefits, contributions and
compensation (which may be used in calculating benefits and contributions). The
SERP also provides an increased level of retirement benefits for certain
executives of the Company. All other SERP provisions follow those of the
Retirement Plan and CAP. The SERP is a nonqualified, unfunded plan under ERISA
and the Internal Revenue Code of 1986, as amended (the "Code"). Swisher
International may make contributions to a trust established for the benefit of
the SERP participants or establish a reserve on its books against future benefit
obligations. However, the assets of any such trust or any amount so reserved
shall not be protected from the claims of creditors.
 
    The following illustration shows the annual benefits under the Retirement
Plan and the SERP, expressed as straight life annuities beginning at age 65.
 
                               PENSION PLAN TABLE
 
<TABLE>
<CAPTION>
    5 YEAR
AVERAGE ANNUAL   5 YEARS     10 YEARS     15 YEARS    20 YEARS    25 YEARS    30 YEARS    35 YEARS
 COMPENSATION   OF SERVICE  OF SERVICE   OF SERVICE  OF SERVICE  OF SERVICE  OF SERVICE  OF SERVICE
- --------------  ----------  -----------  ----------  ----------  ----------  ----------  ----------
<S>             <C>         <C>          <C>         <C>         <C>         <C>         <C>
      $50,000       $3,912      $7,836      $11,748     $15,672     $19,584     $23,508     $23,508
       75,000        6,528      13,044       19,572      26,100      32,616      39,144      39,144
      100,000        9,132      18,264       27,396      36,516      45,648      54,780      54,780
      200,000       19,557      39,115       58,673      78,218      97,776     117,338     117,338
      300,000       29,982      59,966       89,950     119,921     149,904     179,897     179,897
      400,000       40,407      80,817      121,226     161,623     202,032     242,455     242,455
      500,000       50,832     101,668      152,503     203,326     254,160     305,014     305,014
      600,000       61,257     122,520      183,780     245,028     306,288     367,572     367,572
      700,000       71,682     142,371      215,057     286,730     358,416     430,130     430,130
      800,000       82,107     164,222      246,334     328,433     410,544     492,689     492,689
      900,000       92,532     185,073      277,610     370,135     462,672     555,247     555,247
</TABLE>
 
    Benefits under the Retirement Plan are subject to the maximum limitations
imposed by federal law on pension benefits. For 1995 and 1996 these limitations
include a maximum straight life annuity at age 65 of $120,000 per year, $10,000
per month and a maximum annual compensation of $150,000.
 
    As of December 31, 1995, the years of employment recognized by the
Retirement Plan and SERP for Messrs. Ziegler, Mann, Ryan, Cevera and Amato were
0.17, 17.13, 9.80, 15.68, and 17.71, respectively. It is expected that 1996 base
pay and regular annual performance bonus for the Named Executive Officers will
exceed by more than 10% the base pay and regular annual performance bonus
disclosed in the Summary Compensation Table for 1995. See "Management Incentive
Plan."
 
    EXECUTIVE LIFE INSURANCE  Swisher International sponsors a life insurance
program, which replaces the group plan for certain selected officers, that
provides the participants with policies that continue coverage into retirement.
As of September 30, 1996, $2,000,000 of coverage is provided to William T.
Ziegler and $1,000,000 of coverage is provided to other covered officers.
Swisher International pays the policy premiums and makes payments to the
executives to enable their payment of any taxes resulting from
 
                                       50
<PAGE>
imputed income on the premiums. The cost of this program for 1996 for William T.
Ziegler and the covered Named Executive Officers is in the aggregate,
approximately $230,000.
 
1996 STOCK OPTION PLAN
 
    The Company has adopted and Hay Island, as the sole stockholder of the
Company, has approved the 1996 Stock Option Plan. The aggregate number of shares
of Class A Common Stock which may be made subject to awards of options or SARs
("Awards") under the 1996 Stock Option Plan shall not exceed at any time 10% of
the then outstanding shares of Class A Common Stock. Unless otherwise determined
by the Board of Directors, the 1996 Stock Option Plan will be administered by
the Compensation Committee of the Board of Directors. Awards may be made under
the 1996 Stock Option plan (subject to specified aggregate limits and annual
individual limits on certain types of awards) to selected employees, consultants
and directors of the Company.
 
    The Compensation Committee and the Board of Directors each have authority,
subject to the terms of the 1996 Stock Option Plan, to determine, among other
things, when and to whom to grant Awards under the 1996 Stock Option Plan, the
number of shares to be covered by Awards, the types and terms of options and
stock appreciation rights granted and the exercise price of the stock options
and stock appreciation rights and to prescribe, amend and rescind the rules and
regulations relating to the 1996 Stock Option Plan.
 
    Stock options granted under the 1996 Stock Option Plan may be either
"incentive stock options," as such term is defined in Section 422 of the Code,
or nonqualified stock options. The exercise price of nonqualified stock options
must equal or exceed the fair market value per share of Class A Common Stock on
the date of grant. With respect to any participant who owns stock possessing
more than 10% of the voting power of all classes of the Company's outstanding
capital stock (a "10% Stockholder"), the exercise price of any incentive stock
option granted must equal at least 110% of the fair market value of the Class A
Common Stock on the date of the grant. The exercise price of incentive stock
options for all other employees must equal or exceed the fair market value per
share of Class A Common Stock on the date of the grant. The maximum term of any
incentive stock option granted under the 1996 Stock Option Plan is ten years
(five years in the case of an incentive stock option granted to a 10%
Stockholder). Stock options granted under the 1996 Stock Option Plan generally
will vest in annual one third increments.
 
    Stock appreciation rights may be granted alone or in tandem with stock
options under the 1996 Stock Plan. A stock appreciation right is a right to be
paid an amount equal to the excess of the fair market value of the Class A
Common Stock on the date of exercise over the base price. Settlement of stock
appreciation rights may be in cash, Class A Common Stock or both, as specified
in the award agreement or as otherwise determined by the Compensation Committee
or the Board of Directors.
 
    No person may be granted stock options or stock appreciation rights under
the 1996 Option Stock Plan in any calendar year representing an aggregate of
more than 2.5% of the then outstanding shares of Class A Common Stock. Stock
options and stock appreciation rights shall be exercisable at the times and upon
the conditions that the Compensation Committee or the Board of Directors may
determine, as reflected in the applicable award agreement.
 
    Unless otherwise provided in a grantee's Award Agreement, (i) upon
termination of such grantee's employment or service as a consultant or a
director due to death or disability, any unvested options and stock appreciation
rights shall vest in full and shall remain exercisable for a period of one year
and shall terminate thereafter and (ii) upon termination of such grantee's
employment or service as a consultant or a director for any reason other than
death or disability, any unvested options and stock appreciation rights shall
terminate and all vested options and stock appreciation rights shall remain
exercisable for a period of three months and shall terminate thereafter.
 
                                       51
<PAGE>
    Unless otherwise provided in a grantee's Award Agreement, awards granted
under the 1996 Stock Option Plan may be transferred by the grantee only by will
or by the laws of descent and distribution, and may be exercised only by the
grantee during his or her lifetime. The 1996 Stock Option Plan may, at any time
and from time to time, be altered, amended, suspended or terminated by the Board
of Directors, in whole or in part; provided that no amendment which requires
stockholder approval in order for the 1996 Stock Option Plan to continue to
comply with Section 162(m) of the Code will be effective unless such amendment
has received the requisite approval by the Company's stockholders. In addition,
no amendment may be made which adversely affects any of the rights of the
grantee under any Award theretofore granted without such grantee's consent. No
awards will be made under the 1996 Stock Option Plan following the tenth
anniversary of the date of adoption of the 1996 Stock Option Plan.
 
    FEDERAL INCOME TAX CONSEQUENCES.  The following sets forth a summary of
federal income tax consequences of participation in the 1996 Stock Option Plan.
 
    A holder of an incentive stock option will generally realize taxable income
only upon disposition of shares acquired upon exercise of the incentive stock
option rather than upon the grant or timely exercise of the incentive stock
option. Tax consequences of an untimely exercise of an incentive stock option
are determined in accordance with the rules applicable to nonqualified stock
options. The amount by which the fair market value of the Class A Common Stock
on the exercise date of an incentive stock option exceeds the exercise price
generally will increase the option holder's "alternative minimum taxable
income."
 
    A holder of a nonqualified stock option generally will not be subject to tax
at the time of the grant of the nonqualified stock option. Rather, upon exercise
of a nonqualified stock option, the optionee generally will include in ordinary
income the excess, if any, of the fair market value of the Class A Common Stock
purchased over the exercise price. The Company generally will be entitled to a
deduction at the time and in the amount that the holder recognizes ordinary
income.
 
    The grant of stock appreciation rights has no federal income tax
consequences at the time of grant. Upon the exercise of stock appreciation
rights, the amount received is generally taxable as ordinary income, and the
Company is entitled to a corresponding deduction.
 
                                       52
<PAGE>
                             PRINCIPAL STOCKHOLDER
 
    Hay Island, 20 Thorndal Circle, Darien, Connecticut 06820, beneficially owns
100% of the outstanding shares of Common Stock of the Company. Immediately after
consummation of the Offerings, Hay Island will beneficially own all of the
         outstanding shares of Class B Common Stock, which will represent
approximately     % of the combined voting power of the outstanding shares of
Common Stock (approximately    % if the Underwriters' over-allotment option is
exercised in full).
 
    William Ziegler, III beneficially owns 100% of Hay Island through his shared
voting and investment power as co-trustee of the Rivoire Trust and the Ziegler
Trust, which together own 88.6% of the Common Stock of Hay Island, and his
ownership of the remaining 11.4% of the Common Stock of Hay Island. First Union
Bank of Connecticut as co-trustee of the Rivoire Trust and the Ziegler Trust is
also deemed to be a 88.6% beneficial owner of Hay Island.
 
                                       53
<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
RELATIONSHIP WITH HAY ISLAND
 
    As a result of Hay Island's stock ownership of the Company, the Company's
Board of Directors is, and is expected to continue to be, comprised entirely of
designees of Hay Island, and Hay Island is, and is expected to continue to be,
able to direct and control the policies of the Company and its subsidiaries,
including with respect to mergers, sales of assets and similar transactions. Hay
Island is beneficially owned by William Ziegler, III. See "The Company."
 
TAX SHARING AGREEMENT
 
    The Company and Hay Island have been, for federal income tax purposes,
members of an affiliated group of corporations of which Hay Island is the common
parent (the "Tax Group"). As a result of such affiliation, the Company and Hay
Island have been included in the short year ended December 31, 1995 consolidated
federal income tax return.
 
    Upon consummation of the Offerings, a new tax sharing agreement will be
entered into between the Company and Hay Island (the "Tax Sharing Agreement").
Pursuant to the Tax Sharing Agreement, the Company will be required to pay to
Hay Island with respect to such taxable year an amount equal to the consolidated
federal income taxes that would have been incurred by the Company had it not
been included in the consolidated federal and any combined state or local income
tax returns filed by the Tax Group. After consummation of the Offerings, the
Company and Hay Island will continue to be included in the Tax Group.
 
    Under existing federal income tax regulations, each of the Company and Hay
Island is liable for the consolidated federal income taxes of the Tax Group for
any taxable year in which they are members of the Tax Group. Pursuant to the Tax
Sharing Agreement, each of Hay Island and the Company will agree to indemnify
the other for any and all claims, demands, actions (including liens, levies,
audits, investigations and assessments), causes of action, suits, proceedings,
damages, liabilities, and costs and expenses incident thereto relating to
federal and state taxes on account of the actions or failure to act of the other
party.
 
REGISTRATION RIGHTS AGREEMENT
 
    Prior to the consummation of the Offerings, the Company and Hay Island will
enter into the Registration Rights Agreement pursuant to which Hay Island and
certain transferees of Common Stock held by Hay Island (Hay Island and such
permitted transferees being referred to herein as the "Permitted Holders") will
have the right to require the Company to register under the Securities Act (a
"Demand Registration") all or part of the Class A Common Stock issuable upon
conversion of the Class B Common Stock owned by such Permitted Holders; provided
that the Company (i) will not be required to and will not effect a Demand
Registration within 180 days of the closing date of the Offerings unless Merrill
Lynch & Co. has given its consent and (ii) may postpone giving effect to a
Demand Registration for up to a period of 30 days if the Company believes such
registration might have a material adverse effect on any plan or proposal by the
Company with respect to any financing, acquisition, recapitalization,
reorganization or other material transaction, or the Company is in possession of
material non-public information that, if publicly disclosed, could result in a
material disruption of a major corporate development or transaction then pending
or in progress or in other material adverse consequences to the Company. Hay
Island has advised the Company that it does not have any present intention to
request any such registration. In addition, the Holders will have the right to
participate in registrations by the Company of its Class A Common Stock (a
"Piggyback Registration"). The Company will pay any expenses incurred in
connection with any Demand Registration or Piggyback Registration, except for
underwriting discounts, commissions and certain expenses attributable to the
shares of Class A Common Stock sold by such Permitted Holders.
 
                                       54
<PAGE>
MANAGEMENT SERVICES AGREEMENT
 
    Upon consummation of the Offerings, the Company and Hay Island will enter
into a management services agreement (the "MSA").
 
    The services to be provided by Hay Island to the Company include, among
other things, certain administrative, operational, marketing and planning
services.
 
    The MSA will have a term of five years and will automatically renew
thereafter for successive one-year terms. After the initial five-year term, the
MSA may be terminated at any time by either party upon six months' prior written
notice. The MSA will also be terminable by either the Company or Hay Island upon
six months' written notices if Hay Island ceases to own shares of Common Stock
representing more than 50% of the combined voting power of the Common Stock of
the Company.
 
    The MSA will provide that such services be provided in exchange for fees
that (based on current costs for such services) management believes would not
exceed fees that would be paid if such services were provided by an independent
third party. Such fees will be paid monthly in arrears. The Company may request
an expansion or termination of services, in which case the parties will discuss,
without obligation, the provision or termination of such services and an
appropriate change or reduction in charges for such services.
 
    Each party will agree to indemnify the other, except in certain limited
circumstances, against liabilities that the other may incur that are caused by
or arise in connection with such party's failure to fulfill its material
obligations under the MSA.
 
                                       55
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK
 
    Prior to consummation of the Offerings, the Company will amend its
Certificate of Incorporation to change its authorized capital stock to    shares
of Class A Common Stock and    shares of Class B Common Stock, and to convert
each outstanding share of its current common stock into    shares of its newly
created Class B Common Stock (totaling    shares of Class B Common Stock).
 
    The following summary description of the capital stock of the Company is
qualified in its entirety by reference to the Amended and Restated Certificate
of Incorporation of the Company (the "Amended Certificate") and Amended and
Restated By-Laws of the Company (the "By-Laws"), a form of each of which is
filed as an exhibit to the Registration Statement (as defined herein) of which
this Prospectus forms a part and to the applicable provisions of the Delaware
General Corporation Law (the "DGCL").
 
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
 
    The preference and relative rights of the Class A Common Stock and the Class
B Common Stock are substantially identical in all respects except for disparity
in voting power and conversion rights. See "Risk Factors--Control by Principal
Stockholder; Anti-takeover Effect of Dual Classes of Stock."
 
    VOTING RIGHTS.  Each share of Class A Common Stock entitles the holder of
record to one vote and each share of Class B Common Stock entitles the holder of
record to ten votes on each matter to be voted upon by the holders of the Common
Stock. The holders of the shares of Class A Common Stock and Class B Common
Stock will vote as a single class on all matters submitted to a vote of the
stockholders including, without limitation, the election of directors and any
proposed amendment to the Amended Certificate that would increase the number of
authorized shares of Common Stock or any class thereof or any other class or
series of stock or decrease the number of authorized shares of any class or
series of stock (but not below the number then outstanding), except as otherwise
provided by the DGCL. Neither the holders of shares of Class A Common Stock nor
the holders of shares of Class B Common Stock have cumulative voting or
preemptive rights. The Company may, as a condition to counting the votes cast by
any holder of shares of Class B Common Stock, require the furnishing of an
affidavit or other proof as it may reasonably request to establish that the
shares of Class B Common Stock held by such holder have not, by virtue of the
provisions of the Amended Certificate, been converted into shares of Class A
Common Stock.
 
    DIVIDENDS.  The holders of shares of Class A Common Stock and Class B Common
Stock will be entitled to receive dividends and other distributions in cash,
property or shares of stock of the Company as may be declared thereon by the
Board of Directors of the Company out of assets or funds of the Company legally
available therefor, subject to any other provision of the Amended Certificate.
The Amended Certificate provides that if at any time a dividend or other
distribution in cash or other property is paid on Class A Common Stock or Class
B Common Stock, a like dividend or other distribution in cash or other property
will also be paid on Class B Common Stock or Class A Common Stock, as the case
may be, in an equal amount per share. The Amended Certificate provides that in
the case of dividends or other distributions payable in Class A Common Stock or
Class B Common Stock including distributions pursuant to stock splits or
divisions of Class A Common Stock or Class B Common Stock which occur after the
first date upon which the Corporation has issued shares of both Class A Common
Stock and Class B Common Stock, only shares of Class A common Stock shall be
distributed with respect to Class A Common Stock and only shares of Class B
Common Stock shall be distributed with respect to Class B Common Stock. Whenever
a dividend or distribution, including distributions pursuant to stock splits or
divisions of the Class A Common Stock or Class B Common Stock, is payable in
shares of Class A Common Stock or Class B Common Stock, the number of shares of
each class of Common Stock payable per share of such class of Common Stock shall
be equal in number. In the case of dividends or other distributions consisting
of other voting securities of the Company, the Company shall declare and pay
such dividends in two separate classes of such voting securities, identical in
all respects, except that the voting rights of each such security paid to the
holders of Class A Common Stock shall be one-tenth of the voting rights of each
such
 
                                       56
<PAGE>
security paid to the holders of Class B Common Stock, and such security paid to
the holders of Class B Common Stock shall convert into the security paid to the
holders of Class A Common Stock upon the same terms and conditions applicable to
the Class B Common Stock. In the case of dividends or other distributions
consisting of securities convertible into, or exchangeable for, voting
securities of the Company, the Company shall provide that such convertible or
exchangeable securities and the underlying securities be identical in all
respects (including, without limitation, the conversion or exchange rate),
except that the voting rights for the underlying securities of the convertible
or exchangeable security paid to the holders of Class A Common Stock shall be
one-tenth of the voting rights of each underlying security of the convertible or
exchangeable security paid to the holders of the Class B Common Stock, and such
underlying securities paid to the holders of Class B Common Stock shall convert
into the underlying securities paid to the holders of Class A Common Stock upon
the same terms and conditions applicable to the Class B Common Stock.
 
    CONVERSION.  The Class A Common Stock has no conversion rights. The Amended
Certificate provides that no person holding record or beneficial ownership of
shares of Class B Common Stock (a "Class B Holder") may transfer (as defined in
the Amended Certificate), and the Company will not register the transfer of,
such shares of Class B Common Stock, except to a Permitted Transferee. A
Permitted Transferee generally means (i) Mr. William Ziegler, III and his
estate, guardian, conservator or committee; (ii) each descendant of Mr. William
Ziegler, III (a "Ziegler Descendant") and their respective estates; (iii) each
Family Controlled Entity and (iv) the trustees, in their respective capacities
as such, of each Family Controlled Trust. Family Controlled Entity is defined by
the Amended Certificate as (a) any not-for-profit corporation if at least 80% of
its board of directors is comprised of Mr. William Ziegler, III or Ziegler
Descendants; (b) any other corporation if at least 80% of the value of its
outstanding equity is owned by Permitted Transferees; (c) any partnership if at
least 80% of its partnership interests are owned by the Permitted Transferees
and (d) any limited liability or similar company if at least 80% of such limited
liability or similar Company's interest is owned by Permitted Transferees. The
Amended Certificate defines a Family Controlled Trust as the Rivoire Trust and
the Ziegler Trust and any trust the primary beneficiaries of which are Mr.
William Ziegler, III, Ziegler Descendants and or charitable organizations. In
certain circumstances set forth in the Amended Certificate, the change in
ownership or control of a record or beneficial holder of Class B Common Stock
will also result in the conversion of such holder's Class B Common Stock into
Class A Common Stock. The Amended Certificate also provides that the Company
will not register the transfer of any shares of Class B Common Stock unless the
transferee and the transferor of such Class B Common Stock have furnished such
affidavits and other proof as the Company may reasonably request to establish
that such proposed transferee is a Permitted Transferee. In addition, upon any
purported transfer of shares of Class B Common Stock not permitted under the
Amended Certificate, all shares of Class B Common Stock purported to be so
transferred will be deemed to be converted into shares of Class A Common Stock,
and stock certificates formerly representing such shares of Class B Common Stock
will thereupon and thereafter be deemed to represent such number of shares of
Class A Common Stock as equals the number of shares of Class A Common Stock into
which such shares of Class B Common Stock could be converted pursuant to the
terms of the Amended Certificate.
 
    In the event that the number of shares of Class B Common Stock and Class A
Common Stock held by the Class B Holders and their Permitted Transferees issued
and outstanding at any time shall constitute less than ten percent of the total
combined number of shares of Class A Common Stock and Class B Common Stock
outstanding, all shares of Class B Common Stock then issued and outstanding will
be deemed to be converted into shares of Class A Common Stock, and stock
certificates formerly representing such shares of Class B Common Stock will
thereupon and thereafter be deemed to represent such number of shares of Class A
Common Stock as equals the number of shares of Class A Common Stock into which
such shares of Class B Common Stock could be converted pursuant to the terms of
the Amended Certificate.
 
                                       57
<PAGE>
    OTHER.  In the event of any liquidation, dissolution or winding up of the
Company, the holders of shares of Class A Common Stock and the holders of shares
of Class B Common Stock will be entitled to receive the assets and funds of the
Company available for distribution, after payments to creditors, and in
proportion to the number of shares held by them, respectively, without regard to
class.
 
    In the event of any corporate merger, consolidation, purchase or acquisition
of property or stock, or other reorganization in which any consideration is to
be received by the holders of shares of Class A Common Stock or the holders of
shares of Class B Common Stock, the holders of shares of Class A Common Stock
and the holders of shares of Class B Common Stock will receive the same
consideration on a per share basis; except that, if such consideration shall
consist in any part of voting securities (or of options or warrants to purchase,
or of securities convertible into or exchangeable for, voting securities), the
holders of shares of Class B Common Stock may receive, on a per share basis,
voting securities with ten times the number of votes per share as those voting
securities to be received by the holders of shares of Class A Common Stock (or
options or warrants to purchase, or securities convertible into or exchangeable
for, voting securities with ten times the number of votes per share as those
voting securities issuable upon exercise of the options or warrants, or into
which the convertible or exchangeable securities may be converted or exchanged,
received by the holders of shares of Class A Common Stock).
 
    The Company intends to make application to list the Class A Common Stock on
the NYSE.
 
DELAWARE LAW
 
    Section 203 ("Section 203") of the DGCL provides, in general, that a
stockholder acquiring more than 15% of the outstanding voting stock of a
corporation subject to Section 203 (an "Interested Stockholder") but less than
85% of such stock may not engage in certain Business Combinations (as defined in
Section 203) with the corporation for a period of three years subsequent to the
date on which the stockholder became an Interested Stockholder unless (i) prior
to such date the corporation's board of directors approved either the Business
Combination or the transaction in which the stockholder became an Interested
Stockholder or (ii) the Business Combination is approved by the corporation's
board of directors and authorized by a vote of at least 66.66% of the
outstanding voting stock of the corporation not owned by the Interested
Stockholder. The Amended Certificate contains a provision electing not to be
governed by Section 203.
 
LIMITATIONS ON DIRECTORS' LIABILITY
 
    The Amended Certificate contains a provision which eliminates the personal
liability of a director to the Company and its stockholders for certain breaches
of his or her fiduciary duty of care as a director. This provision does not,
however, eliminate or limit the personal liability of a director (i) for any
breach of such 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) under Delaware statutory
provisions making directors personally liable, under a negligence standard, for
unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit. This
provision offers persons who serve on the Board of Directors of the Company
protection against awards of monetary damages resulting from breaches of their
duty of care (except as indicated above), including grossly negligent business
decisions made in connection with takeover proposals for the Company. As a
result of this provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his duty of
care has been limited. However, the provision does not affect the availability
of equitable remedies such as an injunction or recision based upon a director's
breach of his duty of care. The Securities and Exchange Commission (the
"Commission") has taken the position that the provision will have no effect on
claims arising under the federal securities laws.
 
                                       58
<PAGE>
    In addition, the Amended Certificate and By-Laws provide mandatory
indemnification rights, subject to limited exceptions, to any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director or officer of the Company, or is or was serving at the request
of the Company as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. Such
indemnification rights include reimbursement for expenses incurred by such
person in advance of the final disposition of such proceeding in accordance with
the applicable provisions of the DGCL.
 
TRANSFER AGENT AND REGISTRAR
 
    Boston Equiserve LP of Canton, Massachusetts is the transfer agent and
registrar for the Common Stock.
 
                                       59
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Immediately after consummation of the Offerings, the Company will have
outstanding    shares of Class A Common Stock and    shares of Class B Common
Stock, assuming no exercise of the over-allotment options granted to the
Underwriters. Of these shares, the    shares of Class A Common Stock sold in the
Offerings (or a maximum of    shares if the over-allotment options are exercised
in full) will be freely tradeable without restrictions or further registration
under the Securities Act, unless purchased by "affiliates" of the Company (as
that term is defined under the Securities Act). The    shares of Class B Common
Stock owned by Hay Island are, and the    shares of Class A Common Stock
issuable upon conversion of such shares of Class B Common Stock will be,
"restricted securities" as defined in Rule 144 under the Securities Act, and may
not be sold in the absence of registration under the Securities Act other than
pursuant to Rule 144 under the Securities Act or another exemption from
registration under the Securities Act.
 
    In general, under Rule 144, as currently in effect, (i) a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares of
Common Stock as to which at least two years have elapsed since such shares were
sold by the Company or by an affiliate of the Company in a transaction or chain
of transactions not involving a public offering ("restricted securities") or
(ii) an affiliate of the Company who holds shares of Common Stock that are not
restricted securities may sell, within any three-month period, a number of such
shares that does not exceed the greater of 1% of the Company's Class A Common
Stock then outstanding or the average weekly trading volume in the Class A
Common Stock during the four calendar weeks preceding the date on which notice
of such sale required under Rule 144 was filed. Sales under Rule 144 are also
subject to certain provisions relating to the manner and notice of sale and
availability of current public information about the Company. Affiliates of the
Company must comply with the requirements of Rule 144, including the two-year
holding period requirement, to sell shares of Class A Common Stock that are
restricted securities. Furthermore, if a period of at least three years has
elapsed from the date restricted securities were acquired from the Company or an
affiliate of the Company, a holder of such restricted securities who is not an
affiliate of the Company at the time of the sale and has not been an affiliate
of the Company at any time during the three months prior to such sale would be
entitled to sell such shares without regard to the volume limitation and other
conditions described above.
 
    All shares of Class B Common Stock owned by Hay Island and all shares of
Class A Common Stock issuable upon conversion of such shares of Class B Common
Stock will immediately after consummation of the Offerings be eligible (subject
to the 180-day lock-up arrangement described below) for sale in the public
market pursuant to, and in accordance with the volume, manner of sale and other
conditions of, Rule 144 described above. Pursuant to the Registration Rights
Agreement, Hay Island has the right to require the Company to register the
shares of Class A Common Stock acquired upon conversion of its shares of Class B
Common Stock to facilitate their possible sale, although Hay Island has advised
the Company that it does not have any present intention to request any such
registration. See "Certain Relationships and Related Transactions--Registration
Rights Agreement."
 
    The Company, Hay Island and certain executive officers have agreed, subject
to certain exceptions, not to, directly or indirectly, (i) sell, grant any
option to purchase or otherwise transfer or dispose of any Class A Common Stock
or securities convertible into or exchangeable or exercisable for Class A Common
Stock or file a registration statement under the Securities Act with respect to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or part, the economic consequence of ownership of the Class
A Common Stock, without the prior written consent of Merrill Lynch, for a period
of 180 days after the date of this Prospectus.
 
    The shares of Class A Common Stock authorized for issuance pursuant to
Awards that may be granted under the 1996 Stock Option Plan may be either
authorized but unissued shares or treasury shares obtained by the Company
through market or private purchases. See "Management--1996 Stock Option
 
                                       60
<PAGE>
Plan." The Company intends to register under the Securities Act the shares of
Class A Common Stock issuable upon the exercise of options granted pursuant to
the 1996 Stock Option Plan.
 
    Prior to the Offerings, there has been no public market for the Class A
Common Stock. Although the Company can make no prediction as to the effect, if
any, that sales of shares of Class A Common Stock by Hay Island would have on
the market price prevailing from time to time, sales of substantial amounts of
Class A Common Stock or the availability of such shares for sale could adversely
affect prevailing market prices. See "Risk Factors--Possible Future Sales of
Shares by Principal Shareholder."
 
    Each of the following summaries of certain provisions of certain debt
instruments of the Company does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all the provisions of such
debt instruments.
 
                                       61
<PAGE>
                      DESCRIPTION OF THE CREDIT AGREEMENT
 
    The Second Amended and Restated Credit Agreement entered into by Swisher
International and the Company with the Bank of Boston Connecticut, as
administrative agent (the "Credit Agreement"), consists of a $27.0 million
Revolving Credit Facility (the "Revolver"), a $90.625 million 5-year Term Loan
("A Term Loan") and a $30.0 million 6-year Term Loan ("B Term Loan"). The
Revolver and A Term Loan mature on November 6, 2000 and the B Term Loan matures
on November 6, 2001. The A Term Loan is subject to required quarterly
amortization of at least $3.125 million which began on August 1, 1996. The B
Term Loan is subject to required quarterly amortization of at least $250,000
beginning November 1, 1996. The Credit Agreement is collateralized by first
priority liens on all of the material assets of Swisher International and its
domestic subsidiaries and pledges of the capital stock of all of Swisher
International's subsidiaries (with certain exceptions for the capital stock of
foreign subsidiaries). The Credit Agreement is guaranteed by all of the domestic
subsidiaries of Swisher International. As of September 30, 1996, there was
approximately $22.4 million unused and available under the Revolver.
 
    The Credit Agreement contains various restrictive covenants including, among
other things, limitations on the ability of the Company, Swisher International
and its subsidiaries to incur debt, create liens, pay dividends, sell assets and
make investments and acquisitions. The Company's ability to pay dividends, other
than with respect to the dividend to be paid to Hay Island with the net proceeds
of the Offerings, is limited to a pool of $10.0 million plus 50% of net income,
as defined, on a rolling four quarter basis, less dividends paid. In addition,
the Credit Agreement requires Swisher International to maintain specified
financial ratios and satisfy certain tests, including maximum leverage ratios
and minimum interest coverage ratios. The Credit Agreement also contains
customary events of default. No Defaults or Events of Default existed, or but
for the passage of time, would have existed.
 
    Borrowings under the Credit Agreement are at either the prime rate plus an
applicable margin, as defined, or LIBOR plus an applicable margin, as defined.
The Company has the option to decide which rate under which to borrow. At
September 30, 1996, all borrowings were at LIBOR plus an applicable margin. The
weighted average rate in effect on that date was 7.8%.
 
                                       62
<PAGE>
                     CERTAIN UNITED STATES TAX CONSEQUENCES
                          TO NON-UNITED STATES HOLDERS
 
    The following is a general summary of certain United States federal income
and estate tax consequences expected to result under current law from the
purchase, ownership, sale or other taxable disposition of Class A Common Stock
by any person or entity other than (a) a citizen or resident of the United
States, (b) a corporation created or organized in or under the laws of the
United States or of any state thereof, or (c) a person or entity otherwise
subject to United States federal income taxation on income from sources outside
the United States (a "non-U.S. Holder"). This summary does not address all
United States federal income and estate tax considerations that may be relevant
to non-U.S. Holders in light of their particular circumstances or to certain
non-U.S. Holders that may be subject to special treatment under United States
federal income tax laws. Furthermore, this summary does not discuss any aspects
of foreign, state or local taxation. This summary is based on current provisions
of the Code, existing, temporary and proposed regulations promulgated thereunder
and administrative and judicial interpretations thereof, all of which are
subject to change, possibly with retroactive effect.
 
    PROSPECTIVE PURCHASERS OF CLASS A COMMON STOCK ARE ADVISED TO CONSULT WITH
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF ACQUIRING, HOLDING
AND DISPOSING OF CLASS A COMMON STOCK.
 
DIVIDENDS
 
    Dividends paid to a non-U.S. Holder of Class A Common Stock generally will
be subject to withholding of United States federal income tax at a 30% rate (or
such lower rate as may be specified by an applicable income tax treaty) unless
the dividend is effectively connected with the conduct of a trade or business of
the non-U.S. Holder within the United States, in which case the dividend will be
taxed at ordinary federal income tax rates. If the non-U.S. Holder is a
corporation, such effectively connected income may also be subject to an
additional "branch profits tax." A non-U.S. Holder may be required to satisfy
certain certification requirements in order to claim treaty benefits or
otherwise claim a reduction of, or exemption from, the withholding obligation
pursuant to the above described rules.
 
SALE OR OTHER DISPOSITION OF CLASS A COMMON STOCK
 
    A non-U.S. Holder generally will not be subject to United States federal
income tax in respect of any gain recognized on the sale or other taxable
disposition of Class A Common Stock unless (i) the gain is effectively connected
with a trade or business of the non-U.S. Holder in the United States; (ii) in
the case of a non-U.S. Holder who is an individual and holds the Class A Common
Stock as a capital asset, the holder is present in the United States for 183 or
more days in the taxable year of the disposition and either (a) the individual
has a "tax home" for United States federal income tax purposes in the United
States or (b) the gain is attributable to an office or other fixed place of
business maintained by the individual in the United States; (iii) the non-U.S.
Holder is subject to tax pursuant to the provisions of United States federal
income tax law applicable to certain United States expatriates; or (iv) the
Company is or has been during certain periods preceding the disposition a "U.S.
real property holding corporation" for United States federal income tax purposes
(which the Company does not believe it is or is likely to become) and, assuming
that the Class A Common Stock continues to be "regularly traded on an
established securities market" for tax purposes, the non-U.S. Holder held,
directly or indirectly, at any time during the five-year period ending on the
date of disposition, more than 5% of the outstanding Class A Common Stock.
 
BACKUP WITHHOLDING AND REPORTING REQUIREMENTS
 
    DIVIDENDS.  United States backup withholding tax will generally not apply to
dividends paid on Class A Common Stock to a non-U.S. Holder at an address
outside the United States. The Company must report annually to the Internal
Revenue Service and to each non-U.S. Holder the amount of dividends
 
                                       63
<PAGE>
paid to, and the tax withheld with respect to, such holder, regardless of
whether any tax was actually withheld. This information may also be made
available to the tax authorities in the non-U.S. Holder's country of residence.
 
    SALE OR OTHER DISPOSITION OF CLASS A COMMON STOCK.  Upon the sale or other
taxable disposition of Class A Common Stock by a non-U.S. Holder to or through a
United States office of a broker, the broker must backup withhold at a rate of
31% and report the sale to the Internal Revenue Service, unless the holder
certifies its non-U.S. status under penalties of perjury or otherwise
establishes an exemption. Upon the sale or other taxable disposition of Class A
Common Stock by a non-U.S. Holder to or through the foreign office of a United
States broker, or a foreign broker with certain types of relationships to the
United States, the broker must report the sale to the Internal Revenue Service
(but not backup withhold) unless the broker has documentary evidence in its
files that the seller is a non-U.S. Holder and/or certain other conditions are
met, or the holder otherwise establishes an exemption.
 
    BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX.  Amounts withheld under the
backup withholding rules are generally allowable as a refund or credit against
such non-U.S. Holder's United States federal income tax liability, if any,
provided that the required information is furnished to the Internal Revenue
Service.
 
PROPOSED REGULATIONS
 
    On April 22, 1996, the Internal Revenue Service issued proposed regulations
relating to withholding, backup withholding and information reporting that, if
adopted in their current form, would, among other things, unify current
certification procedures and forms and clarify reliance standards. The proposed
regulations would, among other things, eliminate the general current law
presumption that dividends paid to an address in a foreign country are paid to a
resident of that country and would impose certain certification and
documentation requirements on non-U.S. Holders claiming the benefit of a reduced
withholding rate with respect to dividends under a tax treaty. These regulations
generally are proposed to be effective with respect to payments made after
December 31, 1997, although in certain cases they are proposed to be effective
only with respect to payments made after December 31, 1999. Proposed regulations
are subject to change, however, prior to their adoption in final form.
 
FEDERAL ESTATE TAXES
 
    Class A Common Stock owned or treated as owned by an individual who is not a
citizen or resident (as specially defined for United States federal estate tax
purposes) of the United States at the time of death will be included in such
individual's gross estate for United States federal estate tax purposes, unless
an applicable estate tax treaty provides otherwise.
 
                                       64
<PAGE>
                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement") among the Company and each of the underwriters named
below (the "U.S. Underwriters"), and concurrently with the sale of       shares
of Class A Common Stock to the International Managers (as defined below), the
Company has agreed to sell to each of the U.S. Underwriters, and each of the
U.S. Underwriters has severally agreed to purchase from the Company, the number
of shares of Class A Common Stock set forth opposite its name below.
 
<TABLE>
<CAPTION>
                                                                                     NUMBER
             U.S. UNDERWRITERS                                                     OF SHARES
- ---------------------------------------------------------------------------------  ----------
<S>                                                                                <C>
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated...........................................................
Salomon Brothers Inc ............................................................
Forum Capital Markets L.P. ......................................................
 
                                                                                   ----------
         Total...................................................................
                                                                                   ----------
                                                                                   ----------
</TABLE>
 
    Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Salomon Brothers Inc and Forum Capital Markets L.P. are acting as
representatives (the "U.S. Representatives") of the U.S. Underwriters.
 
    The Company has also entered into a purchase agreement (the "International
Purchase Agreement and, together with the U.S. Purchase Agreement, the "Purchase
Agreements") with certain underwriters outside the United States and Canada
collectively, (the "International Managers" and, together with the U.S.
Underwriters, the "Underwriters"), for whom Merrill Lynch International, Salomon
Brothers International Limited and Forum Capital Markets L.P. are acting as
representatives (the "International Representatives" and, together with the U.S.
Representatives, the "Representatives"). Subject to the terms and conditions set
forth in the International Purchase Agreement, and concurrently with the sale of
      shares of Class A Common Stock to the U.S. Underwriters pursuant to the
U.S. Purchase Agreement, the Company has agreed to sell to the International
Managers, and the International Managers severally have agreed to purchase from
the Company, an aggregate of       shares of Class A Common Stock. The initial
public offering price per share of the Class A Common Stock and the underwriting
discount per share of the Class A Common Stock are identical under the U.S.
Purchase Agreement and the International Purchase Agreement.
 
    In the U.S. Purchase Agreement the several U.S. Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Class A Common Stock being sold pursuant to such agreement if any of
the shares of Class A Common Stock being sold pursuant to such agreement are
purchased and in the International Purchase Agreement the several International
Managers have agreed, subject to the terms and conditions set forth therein, to
purchase all the shares of Class A Common Stock being sold pursuant to such
agreement if any of the shares of Class A Common Stock being sold pursuant to
such agreement are purchased. Under certain circumstances, the commitments of
non-defaulting U.S. Underwriters or International Managers may be increased. The
closings with respect to the sale of shares of Class A Common Stock to be
purchased by the U.S. Underwriters and the International Underwriters are
conditioned upon one another.
 
                                       65
<PAGE>
    The U.S. Underwriters and the International Managers have entered into an
Intersyndicate Agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. The Underwriters are permitted to sell shares
of Class A Common Stock to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Pursuant to the Intersyndicate Agreement, sales may be made between U.S.
Underwriters and the International Managers of such number of shares of Class A
Common Stock as may be mutually agreed. The price of any shares of Class A
Common Stock so sold shall be the initial public offering price, less an amount
not greater than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell shares of
Class A Common Stock will not offer to sell or sell shares of Class A Common
Stock to persons who are non-United States or non-Canadian persons or to persons
they believe intend to resell to persons who are non-United States or
non-Canadian persons, and the International Managers and any dealer to whom they
sell shares of Class A Common Stock will not offer to sell or sell shares of
Class A Common Stock to United States persons or Canadian persons or to persons
they believe intend to resell to United States persons or Canadian persons,
except, in each case, for transactions pursuant to the Intersyndicate Agreement.
 
    The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Class A Common Stock to the public at
the initial public offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in excess
of $         per share of Class A Common Stock. The U.S. Underwriters may allow,
and such dealers may reallow, a discount not in excess of $         per share of
Class A Common Stock to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
    At the request of the Company, the U.S. Underwriters have reserved up to
      shares of Class A Common Stock for sale at the initial public offering
price to directors, officers, employees, business associates and related persons
of the Company. The number of shares of Class A Common Stock available for sale
to the general public will be reduced to the extent such persons purchase such
reserved shares. Any reserved shares which are not so purchased will be offered
by the Underwriters to the general public on the same basis as the other shares
offered hereby. Certain individuals purchasing reserved shares may be required
to agree not to sell, offer or otherwise dispose of any shares of Class A Common
Stock for a period of three months after the date of this Prospectus.
 
    The Company, Hay Island and certain executive officers have agreed, subject
to certain exceptions, not to, directly or indirectly, (i) sell, grant any
option to purchase or otherwise transfer or dispose of any Class A Common Stock
or securities convertible into or exchangeable or exercisable for Class A Common
Stock or file a registration statement under the Securities Act with respect to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or part, the economic consequence of ownership of the Class
A Common Sock, without the prior written consent of Merrill Lynch, for a period
of 180 days after the date of this Prospectus.
 
    The Company has granted an option to the U.S. Underwriters, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of       additional shares of Class A Common Stock at the initial public
offering price set forth on the cover page of this Prospectus, less the
underwriting discount. The U.S. Underwriters may exercise this option only to
cover over-allotments, if any, made on the sale of the Class A Common Stock
offered hereby. To the extent that the U.S. Underwriters exercise this option,
each U.S. Underwriter will be obligated, subject to certain conditions, to
purchase a number of additional shares of Class A Common Stock proportionate to
such U.S. Underwriter's initial amount reflected in the foregoing table. The
Company also has granted an option to the International Managers, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of       additional shares of Class A Common Stock to cover over-allotments, if
any, on terms similar to those granted to the U.S. Underwriters.
 
                                       66
<PAGE>
    Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be determined by negotiation between the Company and the Representatives.
Among the factors considered in determining the public offering price, in
addition to prevailing market conditions, will be the financial and operating
history and condition of the Company, an assessment of the Company's business
and financial prospects, the Company's management, the prospects for the
industry in which the Company operates and the recent market prices of
securities of companies in industries similar to that of the Company. The
initial public offering price set forth on the cover page of this Prospectus
should not, however, be considered an indication of the actual value of the
Class A Common Stock. Such price is subject to change as a result of market
conditions and other factors. There can be no assurance that an active trading
market will develop for the Class A Common Stock or that the Class A Common
Stock will trade in the public market subsequent to the offering made hereby at
or above the initial public offering price.
 
    The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
 
    The Underwriters do not intend to confirm sales of Class A Common Stock
offered hereby to any accounts over which they exercise discretionary authority.
 
    Each of Merrill Lynch and Forum Capital Markets L.P. or their respective
affiliates from time to time performs investment banking and other financial
services for the Company and its affiliates. C. Keith Hartley, a director of the
Company, is Managing Partner--Corporate Finance of Forum Capital Markets L.P.
 
                                       67
<PAGE>
                                 LEGAL MATTERS
 
    Certain legal matters with respect to the validity of the shares of Class A
Common Stock offered hereby will be passed upon for the Company by Schnader,
Harrison, Segal & Lewis, New York, New York. Shearman & Sterling, New York, New
York has acted as counsel for the Underwriters. Schnader, Harrison, Segal &
Lewis has from time to time represented, and may continue to represent, Hay
Island and certain of its affiliates (including the Company) in connection with
certain legal matters. Donald E. McNicol, of counsel to the firm of Schnader,
Harrison, Segal & Lewis, is a director and vice chairman of the Boards of
Directors of the Company and Swisher International.
 
                                    EXPERTS
 
    The consolidated balance sheets of Swisher International Group Inc. and
Subsidiaries as of December 31, 1994, November 6, 1995 and December 31, 1995,
and related consolidated statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended December 31, 1994, for the
period from January 1, 1995 to November 6, 1995 and the period from November 7,
1995 to December 31, 1995, included in this Prospectus, have been included
herein on the report of Coopers & Lybrand L.L.P., independent accountants, given
on the authority of that firm as experts in accounting and auditing.
 
                             CHANGE IN ACCOUNTANTS
 
    In September 1996, Coopers & Lybrand L.L.P. replaced Grant Thornton L.L.P.
as the Company's independent accountants. Coopers & Lybrand L.L.P. had
previously been the independent accountants for AMPCo and were engaged in July
1995 by AMPCo and the Ziegler Parties to audit stand alone audited consolidated
financial statements of the Company for the years ended December 31, 1992, 1993
and 1994 and a consolidated special purpose balance sheet as of November 6,
1995. The decision to engage Coopers & Lybrand L.L.P. was made with the approval
of the Company's Audit Committee.
 
    Grant Thornton L.L.P. was engaged to audit the Company's consolidated
financial statements as of December 31, 1995, and for the period from November
7, 1995 to December 31, 1995. In connection with the Offerings, Coopers &
Lybrand L.L.P. was subsequently appointed to replace Grant Thornton L.L.P. as
the Company's independent accountants as of December 31, 1995, and for the
periods January 1, 1995 to November 6, 1995 and November 7, 1995 to December 31,
1995.
 
    The Company believes, and it has been advised by Grant Thornton L.L.P. that
it concurs in such belief, that, during the period November 7, 1995 to December
31, 1995, the Company and Grant Thornton L.L.P. did not have any disagreement on
any matter of accounting principals or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Grant Thornton L.L.P., would have caused it to make reference in
connection with its report on the Company's financial statements to the subject
matter of the disagreement.
 
    The report of Grant Thornton L.L.P. on the Company's consolidated financial
statement as of December 31, 1995 and for the period from November 7, 1995 to
December 31, 1995, did not contain an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles. During that year there were no "reportable events" within
the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the
Securities Act.
 
                                       68
<PAGE>
                             AVAILABLE INFORMATION
 
    The Company has filed with the Commission in Washington, D.C. a Registration
Statement on Form S-1 (as amended, the "Registration Statement") of which this
Prospectus is a part under the Securities Act with respect to the Class A Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are summaries of the material terms of such contract,
agreement or other document. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved. The
Registration Statement (including the exhibits and schedules thereto) may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549 and will also be available for inspection and copying at the regional
offices of the Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and at Citicorp Center, 500 West Madison Street (Suite
1400), Chicago, Illinois 60661. Copies of such material may also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of such site is http://www.sec.gov.
 
    Upon completion of the Offerings, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will file reports, proxy and information statements and other information with
the Commission. Such reports, proxy and information statements and other
information can be inspected and copied at the addresses set forth above. The
Company intends to furnish its stockholders with annual reports containing
consolidated financial statements audited by its independent accountants and
with quarterly reports containing unaudited condensed consolidated financial
statements for each of the first three quarters of each fiscal year.
 
                                       69
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                              PAGES
                                                                                                            ---------
 
<S>                                                                                                         <C>
Report of Independent Accountants.........................................................................  F-3
 
Annual Financial Statements:
 
  Consolidated Balance Sheets as of December 31, 1994, November 6, 1995 and December 31, 1995.............  F-4
 
  Consolidated Statements of Operations for the years ended December 31, 1993 and 1994, the period from
    January 1, 1995 to November 6, 1995 and the period from November 7, 1995 to December 31, 1995.........  F-6
 
  Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993 and 1994, the
    period from January 1, 1995 to November 6, 1995 and the period from November 7, 1995 to December 31,
    1995..................................................................................................  F-7
 
  Consolidated Statements of Cash Flows for the years ended December 31, 1993 and 1994, the period from
    January 1, 1995 to November 6, 1995 and the period from November 7, 1995 to December 31, 1995.........  F-8
 
  Notes to Consolidated Financial Statements..............................................................  F-10
 
Interim Condensed Financial Statements:
 
  Condensed Consolidated Balance Sheet, Pro Forma Condensed Consolidated Balance Sheet and Pro Forma As
    Adjusted Condensed Consolidated Balance Sheet as of September 30, 1996 (unaudited)....................  F-24
 
  Condensed Consolidated Statements of Operations for the nine months ended September 30, 1995 and 1996
    (unaudited)...........................................................................................  F-26
 
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1995 and 1996
    (unaudited)...........................................................................................  F-27
 
  Notes to Condensed Consolidated Financial Statements (unaudited)........................................  F-28
 
Pro Forma Condensed Financial Data:
 
  Condensed Consolidated Statement of Operations and Pro Forma Condensed Consolidated Statement of
    Operations for the year ended December 31, 1995 (unaudited)...........................................  P-2
 
  Condensed Consolidated Statement of Operations and Pro Forma Condensed Consolidated Statement of
    Operations for the nine months ended September 30, 1995 (unaudited)...................................  P-3
 
  Notes to Pro Forma Condensed Consolidated Statements of Operations (unaudited)..........................  P-4
</TABLE>
 
                                      F-1
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      F-2
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Swisher International Group Inc. and Subsidiaries
 
    We have audited the accompanying consolidated balance sheets of Swisher
International, Inc. and Subsidiaries (the "Predecessor") as of December 31, 1994
and November 6, 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two years in the period
ended December 31, 1994 and for the period from January 1, 1995 to November 6,
1995. We have also audited the accompanying consolidated balance sheets of
Swisher International Group Inc. and Subsidiaries (the "Successor") as of
December 31, 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for the period from November 7, 1995 to
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
    We conducted our audits 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 as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Swisher
International Group Inc. and Subsidiaries (Swisher International, Inc. and
Subsidiaries for periods prior to the Acquisition) as of December 31, 1994,
November 6, 1995 and December 31, 1995, and the consolidated results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1994, for the period from January 1, 1995 to November 6, 1995 and
for the period from November 7, 1995 to December 31, 1995, in conformity with
generally accepted accounting principles.
 
    As discussed in Note 1 to the consolidated financial statements, prior to
November 6, 1995, the Predecessor, was a wholly owned subsidiary of American
Maize-Products Company ("AMPCo"). On November 6, 1995, AMPCo was acquired by
Eridania Beghin-Say, S.A. ("EBS"), which simultaneously entered into an
agreement to sell the Predecessor to the Successor. As a result of the
Acquisition on November 6, 1995, the Successor's consolidated financial
position, results of operations and cash flows as of December 31, 1995, and for
the period from November 7, 1995 to December 31, 1995 are not comparable to
prior periods.
 
    As discussed in Notes 7 and 8 to the consolidated financial statements,
effective January 1, 1993, the Company changed its methods of accounting for
postretirement benefits other than pensions and postemployment benefits.
 
New York, New York                                      Coopers & Lybrand L.L.P.
October 25, 1996.
 
                                      F-3
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER    NOVEMBER 6,   DECEMBER
                                                            31, 1994       1995       31, 1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
                         ASSETS
Current assets:
  Cash and cash equivalents..............................   $      73    $   8,558    $   3,250
  Accounts receivable, less allowance for doubtful
    accounts of $2,599, $2,304 and $2,365,
    respectively.........................................      23,242       17,947       23,696
  Inventories............................................      41,701       36,041       50,782
  Deferred income taxes..................................       5,006        2,082          286
  Other current assets...................................       1,528        1,714        1,760
                                                           -----------  -----------  -----------
      Total current assets...............................      71,550       66,342       79,774
                                                           -----------  -----------  -----------
 
Due from AMPCo...........................................      43,172       59,862       --
Property, plant and equipment:
  Land...................................................         587          661        1,319
  Buildings and improvements.............................      14,879       18,586        9,471
  Machinery and equipment................................      45,604       45,329       40,180
  Construction in progress...............................       3,068        3,099        3,882
                                                           -----------  -----------  -----------
                                                               64,138       67,675       54,852
  Less, accumulated depreciation.........................      27,976       30,082          470
                                                           -----------  -----------  -----------
                                                               36,162       37,593       54,382
Goodwill, net of accumulated amortization of $3,418,
  $3,711 and $192, respectively..........................      11,422       11,129       50,053
Prepaid pension cost.....................................       8,869        8,724        4,320
Note receivable from AMPCo...............................      21,000       --           --
Other assets.............................................       1,685        1,435        5,701
                                                           -----------  -----------  -----------
      Total assets.......................................   $ 193,860    $ 185,085    $ 194,230
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
     The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-4
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                     CONSOLIDATED BALANCE SHEETS, CONTINUED
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER    NOVEMBER 6,   DECEMBER
                                                            31, 1994       1995       31, 1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt........................................   $   2,055    $      50    $  --
  Current portion of long-term debt......................       6,534       10,500       32,523
  Accounts payable.......................................       3,298        3,400        6,434
  Accrued expenses.......................................       9,756        7,599        7,437
  Income taxes payable...................................       3,113        5,103        1,455
                                                           -----------  -----------  -----------
      Total current liabilities..........................      24,756       26,652       47,849
                                                           -----------  -----------  -----------
 
Long-term debt...........................................      68,515       50,500       95,629
Deferred income taxes....................................       4,069          926        1,060
Accrued postretirement and postemployment benefits.......      12,348       12,751       12,773
Other liabilities........................................         880          926        2,169
Minority interest........................................       2,927       --           --
                                                           -----------  -----------  -----------
      Total liabilities..................................     113,495       91,755      159,480
                                                           -----------  -----------  -----------
Commitments and contingencies
 
Stockholders' equity;
  Common Stock, $100,000 par value; 130 shares
    authorized, issued and outstanding...................      13,000       13,000       --
  Common Stock, $1 par value; 1,000 shares authorized;
    100 shares issued and outstanding....................      --           --           --
  Paid-in capital........................................      13,117       13,117       31,128
  Retained earnings......................................      54,248       67,213        3,622
                                                           -----------  -----------  -----------
      Total stockholders' equity.........................      80,365       93,330       34,750
                                                           -----------  -----------  -----------
      Total liabilities and stockholders' equity.........   $ 193,860    $ 185,085    $ 194,230
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
     The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-5
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                           PREDECESSOR                SUCCESSOR
                                              -------------------------------------  -----------
                                                                                       PERIOD
                                                                          PERIOD        FROM
                                                                           FROM      NOVEMBER 7
                                                                         JANUARY 1       TO
                                              YEAR ENDED   YEAR ENDED       TO        DECEMBER
                                               DECEMBER     DECEMBER    NOVEMBER 6,      31,
                                               31, 1993     31, 1994       1995         1995
                                              -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Net sales...................................   $ 156,485    $ 163,285    $ 155,120    $  31,266
Cost of sales...............................      89,193       88,720       83,522       16,514
                                              -----------  -----------  -----------  -----------
    Gross profit............................      67,292       74,565       71,598       14,752
Selling, general and administrative
  expenses..................................      50,366       47,208       40,331        7,207
Restructuring expenses......................       5,200        5,400       --           --
                                              -----------  -----------  -----------  -----------
    Operating profit........................      11,726       21,957       31,267        7,545
Interest expense, net.......................       9,081        5,503        3,437        1,670
Other (income) expense, net.................      (1,995)      (2,706)      (2,360)          25
                                              -----------  -----------  -----------  -----------
Income before income taxes, minority
  interest and cumulative effect of
  accounting changes........................       4,640       19,160       30,190        5,850
Provision for income taxes..................       1,570        7,461       11,536        2,228
                                              -----------  -----------  -----------  -----------
Income before minority interest and
  cumulative effect of accounting changes...       3,070       11,699       18,654        3,622
Minority interest in earnings of
  subsidiary................................      (1,010)        (997)        (967)      --
                                              -----------  -----------  -----------  -----------
Income before cumulative effect of
  accounting changes........................       2,060       10,702       17,687        3,622
Cumulative effect of accounting changes, net
  of income taxes...........................      (6,898)      --           --           --
                                              -----------  -----------  -----------  -----------
Net income (loss)...........................   $  (4,838)   $  10,702    $  17,687    $   3,622
                                              -----------  -----------  -----------  -----------
                                              -----------  -----------  -----------  -----------
Pro forma earnings per share................                             $            $
                                                                        -----------  -----------
                                                                        -----------  -----------
Pro forma weighted average shares
  outstanding...............................
                                                                        -----------  -----------
                                                                        -----------  -----------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-6
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                       PREDECESSOR   SUCCESSOR
                                                       -----------  -----------                           TOTAL
                                                         COMMON       COMMON      PAID IN   RETAINED   STOCKHOLDERS'
                                                          STOCK       STOCK*      CAPITAL   EARNINGS      EQUITY
                                                       -----------  -----------  ---------  ---------  ------------
<S>                                                    <C>          <C>          <C>        <C>        <C>
Balance, January 1, 1993.............................   $  13,000                $  13,117  $  48,384   $   74,501
Net loss.............................................                               --         (4,838)      (4,838)
                                                       -----------               ---------  ---------  ------------
Balance, December 31, 1993...........................      13,000                   13,117     43,546       69,663
 
Net income...........................................      --                       --         10,702       10,702
                                                       -----------               ---------  ---------  ------------
Balance, December 31, 1994...........................      13,000                   13,117     54,248       80,365
 
Dividend to AMPCo....................................      --                       --         (4,722)      (4,722)
Net income...........................................      --                       --         17,687       17,687
                                                       -----------               ---------  ---------  ------------
Balance, November 6, 1995............................   $  13,000                $  13,117  $  67,213   $   93,330
                                                       -----------               ---------  ---------  ------------
                                                       -----------               ---------  ---------  ------------
 
Balance, November 7, 1995............................                $  --    *  $  31,128  $  --       $   31,128
Net income...........................................                   --          --          3,622        3,622
                                                                    -----------  ---------  ---------  ------------
Balance, December 31, 1995...........................                $  --    *  $  31,128  $   3,622   $   34,750
                                                                    -----------  ---------  ---------  ------------
                                                                    -----------  ---------  ---------  ------------
</TABLE>
 
- ------------------------
 
*   The Company has 100 shares of issued and outstanding common stock with a $1
    par value.
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-7
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
<S>                                           <C>          <C>          <C>          <C>
                                                                                      SUCCESSOR
                                                           PREDECESSOR               -----------
                                              -------------------------------------  PERIOD FROM
                                                                        PERIOD FROM  NOVEMBER 7
                                              YEAR ENDED   YEAR ENDED    JANUARY 1       TO
                                               DECEMBER     DECEMBER        TO        DECEMBER
                                                  31,          31,      NOVEMBER 6,      31,
                                                 1993         1994         1995         1995
                                              -----------  -----------  -----------  -----------
Cash flows from operating activities:
  Net income (loss).........................   $  (4,838)   $  10,702    $  17,687    $   3,622
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization...........       4,480        4,513        3,824          817
    Deferred income taxes...................      (1,818)        (853)        (219)         773
    Cumulative effect of accounting
      changes...............................       6,898       --           --           --
    Restructuring expenses..................       5,200        5,400       --           --
    Minority interest in earnings of
      subsidiary............................       1,010          997          967       --
    Loss (gain) on disposal of property,
      plant and equipment...................         763         (166)         126       --
    Changes in assets and liabilities, net
      of impact of acquisition:
      Accounts receivable...................      (2,236)         607        5,296       (4,360)
      Inventories...........................      (1,587)       1,845        5,660          449
      Other current assets..................           4           83         (185)         (46)
      Prepaid pension cost..................      (2,448)         (42)         145       --
      Accounts payable and accrued
        expenses............................        (123)       1,117         (954)      (5,317)
      Income taxes payable..................         504        1,834        1,990        1,455
      Other, net............................       1,130         (653)        (180)         (11)
                                              -----------  -----------  -----------  -----------
        Net cash provided by (used in)
          operating activities..............       6,939       25,384       34,157       (2,618)
                                              -----------  -----------  -----------  -----------
Cash flows from investing activities:
  Additions to property, plant and
    equipment...............................      (4,424)      (4,456)      (5,536)        (842)
  Proceeds from disposal of property, plant
    and equipment...........................      --              431          223       --
  Acquisition of business, net of cash
    acquired of $8,558......................      --           --           --         (161,215)
                                              -----------  -----------  -----------  -----------
        Net cash used in investing
          activities........................      (4,424)      (4,025)      (5,313)    (162,057)
                                              -----------  -----------  -----------  -----------
Cash flows from financing activities:
  Change in short-term debt.................         995         (405)      (2,005)      --
  Long-term borrowings......................      --           40,150       --          134,752
  Payments of long-term debt................      (6,194)     (40,855)      (4,762)      (6,600)
  Reduction in (addition to) intercompany
    receivable, net.........................      11,179      (11,909)     (13,592)      --
  Increase in note due from AMPCo...........      (9,000)      (8,900)      --           --
  Issuance of common stock..................      --           --           --           39,773
                                              -----------  -----------  -----------  -----------
        Net cash (used in) provided by
          financing activities..............      (3,020)     (21,919)     (20,359)     167,925
                                              -----------  -----------  -----------  -----------
Net (decrease) increase in cash and cash
  equivalents...............................        (505)        (560)       8,485        3,250
Cash and cash equivalents, beginning of
  period....................................       1,138          633           73       --
                                              -----------  -----------  -----------  -----------
Cash and cash equivalents, end of period....   $     633    $      73    $   8,558    $   3,250
                                              -----------  -----------  -----------  -----------
                                              -----------  -----------  -----------  -----------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-8
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
<S>                                           <C>          <C>          <C>          <C>
                                                           PREDECESSOR
                                              -------------------------------------     SUCCESSOR
                                                                        PERIOD FROM  ---------------
                                              YEAR ENDED   YEAR ENDED    JANUARY 1     PERIOD FROM
                                               DECEMBER     DECEMBER        TO        NOVEMBER 7 TO
                                                  31,          31,      NOVEMBER 6,   DECEMBER 31,
                                                 1993         1994         1995           1995
                                              -----------  -----------  -----------  ---------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest (net of amount capitalized)......   $   9,721    $   7,277    $   5,169      $     881
  Income taxes..............................       3,253        7,244        9,766         --
</TABLE>
 
SUPPLEMENTAL NON-CASH DISCLOSURE:
 
    During the period from January 1, 1995 through November 6, 1995, a Note
receivable from AMPCo of $21,000 was reclassified to the Due from AMPCo account.
Additionally, the Company recorded a dividend to AMPCo of $4,722, which was
settled by adjusting the Due from AMPCo and the Liability to the Minority
Interest.
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-9
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
 
1. GENERAL AND ACQUISITION:
 
    GENERAL--Swisher International Group Inc. and Subsidiaries (the "Company" or
the "Successor") manufactures and sells cigars and smokeless tobacco products.
The principal market for the Company's products is the United States.
 
    ACQUISITION--Through November 6, 1995, Swisher International Inc. (the
"Predecessor") was a wholly owned subsidiary of American Maize-Products Company
("AMPCo"). On November 6, 1995, in connection with the sale of AMPCo and its
subsidiaries to Eridania Beghin-Say, S.A. ("EBS"), the common stock of the
Predecessor was simultaneously sold for $169,773 to the Company, which is a
wholly owned subsidiary of Hay Island Holding Corporation (the "Parent"). This
transaction is referred to as the "Acquisition."
 
    The aggregate purchase price was comprised of cash of $39,773, senior debt
of $110,000 and subordinated debt of $20,000 payable to the seller.
 
    The Acquisition was accounted for as a purchase which results in a new basis
of accounting for periods subsequent to the acquisition date. The fair value of
assets acquired aggregated $203,859, including goodwill of $50,245 (net), and
the fair value of liabilities aggregated $164,086. Based on the Parent's
previous ownership interest in AMPCo, the amount of goodwill and shareholders'
equity recognized as of the acquisition date was reduced by $8,645. For income
tax purposes, the Acquisition has been treated as an asset purchase,
accordingly, goodwill will be amortized over 15 years for income tax purposes.
 
    As a result of the Acquisition, the Company's consolidated financial
position and results of operations as of December 31, 1995, and for the period
from November 7, 1995 to December 31, 1995 are not comparable to prior periods.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
 
    PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of Swisher International Group Inc. and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in
consolidation. Except as indicated to the contrary, all references to "the
Company" are to the Predecessor or to the Successor.
 
    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 periods. Actual results could differ from those estimates.
 
    REVENUE RECOGNITION--Revenue is recognized when shipments are made to
customers.
 
    PRO FORMA EARNINGS PER SHARE--Pro forma earnings per share is calculated
assuming that an aggregate of      shares of Common Stock will be outstanding as
a result of the anticipated stock split of 100 shares of the Company's Common
Stock. The stock split will be completed immediately prior to the consummation
of the Offerings.
 
                                      F-10
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES: (CONTINUED)
    ADVERTISING COSTS--Advertising costs of $1,467, $1,687, $1,946 and $117 for
the years ended December 31, 1993 and 1994, for the period from January 1, 1995
to November 6, 1995 and for the period from November 7, 1995 to December 31,
1995, respectively, were expensed as incurred.
 
    RESEARCH AND DEVELOPMENT COSTS--Research and development expenditures are
expensed as incurred. Expenditures amounted to $914, $643, $827 and $127 for the
years ended December 31, 1993 and 1994, for the period from January 1, 1995 to
November 6, 1995 and for the period from November 7, 1995 to December 31, 1995,
respectively.
 
    MINORITY INTEREST--Through November 6, 1995, the Company owned 83% of the
outstanding shares of American Maize Technologies, Inc. ("AMTI"). The minority
interest through November 6, 1995 stated as a liability on the consolidated
balance sheets is equal to the minority ownership percentage of AMTI's net
assets. The minority interest in the consolidated statements of operations was
equal to the minority ownership percent of AMTI's net income.
 
    CASH AND CASH EQUIVALENTS--Cash and cash equivalents comprise highly liquid
investments with original maturities of three months or less. The carrying value
of cash equivalents approximates fair value.
 
    CONCENTRATION OF CREDIT RISK--Financial instruments which potentially
subject the Company to a concentration of credit risk are cash and cash
equivalents and accounts receivable.
 
    The Company maintains its cash and cash equivalents with various high
quality banks. Amounts held in individual banks may periodically exceed, for
brief time periods, federally insured amounts. The Company's customers are
primarily wholesale tobacco and candy distributors, wholesale grocers and food
and drug chains, in many geographic regions. To reduce credit risk, the Company
performs ongoing credit evaluations of its customers' financial condition but
does not generally require collateral.
 
    INVENTORIES--Inventories are stated at the lower of cost or market. The
last-in, first-out (LIFO) method is used to determine the cost of tobacco
content in inventory. All tobacco inventory is included in current assets in
conformity with standard industry practice, notwithstanding the fact that
significant quantities of inventory are carried for several years for purposes
of the curing process. The average cost and the first-in, first-out (FIFO)
methods are used to calculate the cost of the remaining inventories.
 
    PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment is stated at
cost less accumulated depreciation. Expenditures for new facilities and those
which increase useful lives are capitalized. Maintenance and repairs are
expensed as incurred. When property, plant and equipment is sold or retired, the
cost and accumulated depreciation applicable to assets retired are removed and
any gain or loss on the transaction is included in income.
 
    Plant and equipment is depreciated over its estimated useful life, using the
straight-line method. Depreciation is based on the following useful lives:
buildings and improvements, 10 to 30 years; machinery and equipment, 5 to 15
years. Assets recorded under capital leases are amortized over the lease term
or, if title ultimately passes to the Company, over their estimated useful
lives. Depreciation expense approximated $3,775, $3,843, $3,088 and $470,
respectively, for the years ended December 31, 1993 and 1994, for the period
from January 1, 1995 to November 6, 1995 and for the period from November 7,
1995 to December 31, 1995.
 
                                      F-11
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES: (CONTINUED)
    GOODWILL--Goodwill arising from the Acquisition in November 1995 is being
amortized over 40 years. Goodwill from acquisitions prior to November 6, 1995 of
$14,632 was also amortized over 40 years.
 
    The Company periodically evaluates whether there has been a permanent
impairment in the carrying value of goodwill by comparing it to anticipated
future operating cash flows. Factors which management considers in performing
this assessment include current operating results and trends, demand,
competition and other economic factors.
 
    DEFERRED FINANCING COSTS--Deferred financing costs relate to costs incurred
in connection with long-term bank financing obtained by the Company to finance
the Acquisition. Costs of $4,815, which are included in other assets, are being
amortized on a straight-line basis (which approximates the interest method) over
the term of the financing agreements. Amortization expense for the period from
November 7, 1995 to December 31, 1995 was $144.
 
    INTEREST RATE SWAPS--The Company may periodically enter into interest rate
swap agreements which changes the interest payable on a portion of its
outstanding long-term debt from a variable to a fixed rate basis. These
agreements involve the receipt of variable rate payments in exchange for fixed
rate payments over the life of the agreements without an exchange of the
underlying principal amount. The differential to be paid or received is accrued
and recognized as an adjustment to interest expense as interest rates change.
 
    INCOME TAXES--Under the liability method of accounting for income taxes, the
Company recognizes deferred tax liabilities and assets which are determined
based on the difference between the financial statement and tax basis of assets
and liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse.
 
    A valuation allowance against deferred tax assets is required if, based on
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. Management has determined, based on the
reversal of existing taxable temporary differences and its expectations for the
future, taxable income will more likely than not be sufficient to fully
recognize deferred tax assets.
 
3. INVENTORIES:
 
    Inventories consist of the following:
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER    NOVEMBER 6,   DECEMBER
                                                            31, 1994       1995       31, 1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
Finished goods...........................................   $  10,099    $   8,106    $   9,487
Work-in-process..........................................       2,154        2,119        3,654
Raw materials............................................      23,677       20,918       29,426
Stores and supplies......................................       5,771        4,898        8,215
                                                           -----------  -----------  -----------
                                                            $  41,701    $  36,041    $  50,782
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
    The tobacco content of inventories is stated using the LIFO method. As of
December 31, 1994, November 6, 1995 and December 31, 1995, inventories of
$32,951, $28,336, and $45,201, respectively, are stated using the LIFO method of
accounting. These amounts are less than the corresponding FIFO
 
                                      F-12
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
3. INVENTORIES: (CONTINUED)
(replacement) costs by $11,772 and $12,446 as of December 31, 1994 and November
6, 1995, respectively, and greater than the corresponding replacement costs by
$1,719 as of December 31, 1995.
 
4. DEBT:
 
    Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER    NOVEMBER 6,   DECEMBER
                                                            31, 1994       1995       31, 1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
Revolving credit borrowings with interest from 7.93%
  to 9.50% (a)...........................................   $  --        $  --        $   8,100
Term loan with interest of 7.93% (b).....................      --           --          100,000
Capital lease obligations (c)............................       9,549       --           --
9% Subordinated Note payable to AMPCo....................      31,000       31,000       --
9% Subordinated Note payable to AMPCo....................      34,500       30,000       --
Subordinated Note payable to an affiliate of EBS with
  interest at 6% (d).....................................      --           --           20,000
Miscellaneous............................................      --           --               52
                                                           -----------  -----------  -----------
                                                               75,049       61,000      128,152
Less, current portion....................................       6,534       10,500       32,523
                                                           -----------  -----------  -----------
                                                            $  68,515    $  50,500    $  95,629
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
- ------------------------
 
(a) Represents borrowings under $25,000 revolving credit facility.
 
(b) Payable in varying quarterly installments (minimum of $3,125) from February
    1, 1996 through November 1, 2000.
 
(c) The Company leases land, buildings and equipment under a capital lease. As
    of December 31, 1994, property, plant and equipment included $8,635 (net of
    accumulated depreciation of $6,220), relating to the assets under lease. As
    of November 1, 1995, the Company has extinguished its liability under the
    capital lease by purchasing investments and placing such investments in an
    irrevocable trust, which will be used to satisfy principal and interest
    payments for the remainder of the lease.
 
(d) The note was repaid in June 1996, accordingly, the balance has been
    classified as current portion of long-term debt as of December 31, 1995.
 
    In connection with the Acquisition, the Company entered into a credit
agreement (the "Agreement") which provides for a $100,000 term loan and a
$25,000 revolving credit facility. The Agreement has a maturity of November 1,
2000. The Agreement is collateralized by all Company assets and common stock. At
the Company's option, interest is payable based on (a) "base rate", which is
defined as the greater of the prime rate, or federal funds rate plus 1/2%, plus
an applicable margin, as defined, which was 1% as of December 31, 1995, or (b) a
Eurodollar rate plus an applicable margin, as defined, which was 2% as of
December 31, 1995. The weighted average interest rate on all outstanding debt as
of December 31, 1995 was 7.55%.
 
                                      F-13
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
4. DEBT: (CONTINUED)
    In addition to scheduled maturities, the Agreement provides for mandatory
principal prepayments based on the Company's excess cash flows, as defined.
Presently, 75% of such excess cash flow, if any, is to be applied to principal
repayments. In accordance with the Agreement, no mandatory prepayment was
required as of December 31, 1995. The Agreement contains various restrictive
covenants which restrict, among other things, additional indebtedness, the sale
of assets, the payment of dividends and capital expenditures. The Agreement also
includes covenants related to net worth, fixed charge coverage and leverage
ratios (see Note 14 regarding subsequent events).
 
    During November 1995, the Company entered into a three-year interest rate
swap agreement having an aggregate notional amount of $50,000 from November 16,
1995 to November 16, 1996, decreasing to a notional amount of $40,000 for the
period from November 16, 1996 to November 16, 1997 and decreasing to a notional
amount of $35,000 for the period from November 16, 1997 to November 16, 1998, at
which time such swap expires. Under the terms of the swap agreement, the Company
pays a fixed interest rate of 5.69% and receives a variable interest rate equal
to three month LIBOR. Such agreement effectively converts the interest on
$50,000 of long-term debt from a variable rate to a fixed rate of interest. In
the event of nonperformance by the counterparties, the Company could lose some
or all of any future positive cash flows. However, the Company does not
currently anticipate nonperformance by such counterparties. The fair value of
interest rate swap agreement represents the estimated receipts or payments that
would be made to terminate the agreements. As of December 31, 1995, the Company
would have had to pay approximately $400 to terminate the swap agreement.
 
    The aggregate annual maturities of the Company's long-term debt as of
December 31, 1995 are as follows:
 
<TABLE>
<S>                                                         <C>
1996......................................................  $  32,523
1997......................................................     15,029
1998......................................................     20,000
1999......................................................     25,000
2000......................................................     35,600
                                                            ---------
                                                            $ 128,152
                                                            ---------
                                                            ---------
</TABLE>
 
    The fair value of long-term debt approximated $72,990 and $59,095 as of
December 31, 1994 and November 6, 1995, respectively. The fair value of the
Company's long-term debt approximates the carrying value as of December 31, 1995
based on interest rates available for debt with similar terms.
 
    Interest costs, including related party amounts disclosed in Note 11,
incurred during the years ended December 31, 1993 and 1994, for the period from
January 1, 1995 to November 6, 1995 and for the period from November 7, 1995 to
December 31, 1995 were $9,719, $6,770, $5,321 and $1,721, respectively. Interest
capitalized in those periods approximated $167, $59, $26 and $30, respectively.
 
5. INCOME TAXES:
 
    Prior to the Acquisition, the Company's income tax filings were the
responsibility of AMPCo. For periods subsequent to November 6, 1995, the Company
will be included in consolidated income tax filings with its Parent. In
accordance with a tax sharing agreement with its Parent, the Company has
computed its
 
                                      F-14
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
5. INCOME TAXES: (CONTINUED)
provision for income taxes for the period from November 7, 1995 through December
31, 1995 on a separate company basis.
 
    The provision for income taxes consists of:
 
<TABLE>
<CAPTION>
                                                           PREDECESSOR                 SUCCESSOR
                                              -------------------------------------  -------------
                                                                        PERIOD FROM
                                              YEAR ENDED   YEAR ENDED    JANUARY 1    PERIOD FROM
                                               DECEMBER     DECEMBER        TO       NOVEMBER 7 TO
                                                  31,          31,      NOVEMBER 6,  DECEMBER 31,
                                                 1993         1994         1995          1995
                                              -----------  -----------  -----------  -------------
<S>                                           <C>          <C>          <C>          <C>
Current:
  Federal...................................   $   3,476    $   7,552    $  10,619     $   1,220
  State and local...........................         (88)         762        1,136           235
                                              -----------  -----------  -----------       ------
                                                   3,388        8,314       11,755         1,455
Deferred, principally federal...............      (1,818)        (853)        (219)          773
                                              -----------  -----------  -----------       ------
                                               $   1,570    $   7,461    $  11,536     $   2,228
                                              -----------  -----------  -----------       ------
                                              -----------  -----------  -----------       ------
</TABLE>
 
    The difference between the actual income tax provision and the income tax
provision computed by applying the statutory federal income tax rate to income
before provision for income taxes is attributable to the following:
 
<TABLE>
<CAPTION>
                                                              PREDECESSOR                    SUCCESSOR
                                              -------------------------------------------  -------------
                                                                             PERIOD FROM    PERIOD FROM
                                               YEAR ENDED     YEAR ENDED    JANUARY 1 TO   NOVEMBER 7 TO
                                              DECEMBER 31,   DECEMBER 31,    NOVEMBER 6,   DECEMBER 31,
                                                  1993           1994           1995           1995
                                              -------------  -------------  -------------  -------------
<S>                                           <C>            <C>            <C>            <C>
Federal statutory rate......................         34.0%          35.0%          35.0%          34.0%
State and local income taxes, net of federal
  income taxes..............................         (5.5)           2.2            2.4            4.4
Goodwill amortization.......................          2.3            0.7            0.3         --
Nondeductible expenses......................          1.4            0.8            0.4            0.3
Other, net..................................          1.6            0.2            0.1            (.6)
                                                    -----          -----          -----          -----
                                                     33.8%          38.9%          38.2%          38.1%
                                                    -----          -----          -----          -----
                                                    -----          -----          -----          -----
</TABLE>
 
                                      F-15
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
5. INCOME TAXES: (CONTINUED)
    The components of net deferred tax assets and liabilities are as follows:
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER                  DECEMBER
                                                               31,      NOVEMBER 6,      31,
                                                              1994         1995         1995
                                                           -----------  -----------  -----------
Current deferred tax assets:
<S>                                                        <C>          <C>          <C>
  Restructuring reserves.................................   $   2,881    $  --        $  --
  Vacation pay...........................................         107          183       --
  Workers' compensation..................................         545          535       --
  Inventory capitalization...............................         895          964          286
  Other..................................................         578          400       --
                                                           -----------  -----------  -----------
Current deferred income tax assets.......................   $   5,006    $   2,082    $     286
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
 
Noncurrent deferred tax assets:
  Postretirement and postemployment benefit accruals.....   $   4,169    $   4,455    $  --
  Deferred compensation..................................         228          313       --
                                                           -----------  -----------  -----------
                                                                4,397        4,768       --
                                                           -----------  -----------  -----------
Noncurrent deferred tax liabilities:
  LIFO inventory.........................................      --           --              551
  Goodwill...............................................      --           --              180
  Fixed assets and depreciation..........................       5,634        2,904          178
  Pension................................................       1,922        2,003           72
  Interest capitalization................................         321          303       --
  Other..................................................         589          484           79
                                                           -----------  -----------  -----------
                                                                8,466        5,694        1,060
                                                           -----------  -----------  -----------
Noncurrent deferred income tax liabilities...............   $   4,069    $     926    $   1,060
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
                                      F-16
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
6. PENSION PLANS:
 
    The Company has several non-contributory defined benefit pension plans which
cover substantially all employees. Pension benefits are generally based on
either years of service and employee compensation during the last years of
employment, or years of service times a multiplier. The Company's policy is to
make annual contributions sufficient to meet the minimum funding requirements
set forth in the Employee Retirement Income Security Act of 1974 ("ERISA").
 
    Actuarially determined pension costs are accrued currently and include
amounts for current service and prior service costs, which are amortized on a
straight-line basis over the participants' estimated remaining service period.
 
    Pension expense (income) includes the following:
 
<TABLE>
<CAPTION>
                                                           PREDECESSOR
                                              -------------------------------------    SUCCESSOR
                                                                        PERIOD FROM  -------------
                                              YEAR ENDED   YEAR ENDED    JANUARY 1    PERIOD FROM
                                               DECEMBER     DECEMBER        TO       NOVEMBER 7 TO
                                                  31,          31,      NOVEMBER 6,  DECEMBER 31,
                                                 1993         1994         1995          1995
                                              -----------  -----------  -----------  -------------
Service cost................................   $   1,267    $   1,327    $     793     $     182
<S>                                           <C>          <C>          <C>          <C>
Interest cost...............................       2,720        2,771        2,445           495
Curtailment loss (gain)(a)..................        (939)         737       --            --
Actual return on plan assets................      (3,789)      (4,318)      (3,336)       (1,383)
Net amortization and deferral...............         (24)          50          (75)          618
                                              -----------  -----------  -----------       ------
                                               $    (765)   $     567    $    (173)    $     (88)
                                              -----------  -----------  -----------       ------
                                              -----------  -----------  -----------       ------
</TABLE>
 
- ------------------------
 
(a) During 1993, the Company recognized a pension curtailment gain of $939
    relating to a plant consolidation. During 1994, the Company recognized a
    pension curtailment loss of $737 which related to an additional plant
    consolidation.
 
                                      F-17
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
6. PENSION PLANS: (CONTINUED)
    The assumptions used in the calculation of the projected benefit obligation
and the net periodic pension expense (benefit) as of and for the periods ended
were as follows:
 
<TABLE>
<CAPTION>
                                                                                      SUCCESSOR
                                                           PREDECESSOR               -----------
                                              -------------------------------------  PERIOD FROM
                                                                        PERIOD FROM  NOVEMBER 7
                                              YEAR ENDED   YEAR ENDED    JANUARY 1       TO
                                               DECEMBER     DECEMBER        TO        DECEMBER
                                                  31,          31,      NOVEMBER 6,      31,
                                                 1993         1994         1995         1995
                                              -----------  -----------  -----------  -----------
Assumed rates of return on plan assets......     10.0%        10.0%        10.0%        10.0%
<S>                                           <C>          <C>          <C>          <C>
Assumed discount rates (used to measure
  year-end projected benefit obligation)....      7.0          8.5          7.1          7.0
Assumed rates of compensation increases.....    5.0-9.7      5.0-9.7      5.0-9.7      5.0-9.7
</TABLE>
 
    As of December 31, 1995, the plans' assets were primarily invested in equity
and fixed income securities. The plans' funded status and amounts recognized in
the Company's consolidated balance sheets were as follows:
 
<TABLE>
<CAPTION>
                                                           PREDECESSOR
                                                     ------------------------
                                                                                    SUCCESSOR
                                                      DECEMBER                 --------------------
                                                         31,      NOVEMBER 6,
                                                        1994         1995       DECEMBER 31, 1995
                                                     -----------  -----------  --------------------
                                                        OVER-        OVER-       OVER-     UNDER-
                                                       FUNDED       FUNDED      FUNDED     FUNDED
                                                        PLANS        PLANS       PLANS      PLANS
                                                     -----------  -----------  ---------  ---------
Accumulated benefit obligation:
<S>                                                  <C>          <C>          <C>        <C>
Vested benefit obligation..........................   $  31,821    $  37,573   $  19,066  $  19,087
Non-vested benefit obligation......................         693          677         392        312
                                                     -----------  -----------  ---------  ---------
                                                      $  32,514    $  38,250   $  19,458  $  19,399
                                                     -----------  -----------  ---------  ---------
                                                     -----------  -----------  ---------  ---------
Projected benefit obligation.......................   $  36,185    $  42,901   $  23,794  $  19,949
Plan assets at fair value..........................      41,018       47,133      29,814     18,121
                                                     -----------  -----------  ---------  ---------
Plan assets over (under) projected benefit
  obligation.......................................       4,833        4,232       6,020     (1,828)
Unrecognized net loss..............................       4,474        4,820          57         71
Unrecognized prior service cost....................         721          635      --         --
Balance of unrecognized net asset (obligation)
  existing from date of initial application........      (1,159)        (963)     --         --
                                                     -----------  -----------  ---------  ---------
Prepaid (accrued) pension cost.....................   $   8,869    $   8,724   $   6,077  $  (1,757)
                                                     -----------  -----------  ---------  ---------
                                                     -----------  -----------  ---------  ---------
</TABLE>
 
                                      F-18
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
6. PENSION PLANS: (CONTINUED)
    SUPPLEMENTAL PLAN--In addition to benefits provided under the Company's
qualified pension plans, the Company also provides pension benefits under a
non-contributory supplemental retirement plan (the "Supplemental Plan"). The
Supplemental Plan, which covers certain executives and other key employees,
provides for benefits in addition to the funded plans for limitations enacted
under ERISA and the Internal Revenue Code, and maintains pre-1989 benefit levels
for service prior to that date.
 
    The Company recorded pension expense under the Supplemental Plan of $153,
$405, $234 and $45 for the years ended December 31, 1993 and 1994, for the
period from January 1, 1995 to November 6, 1995 and for the period from November
7, 1995 to December 31, 1995, respectively.
 
    SAVINGS PLAN--The Company has a savings plan (the "Plan") under Section
401(k) of the Internal Revenue Code, to provide its eligible employees with
additional income upon retirement. The Plan requires specified contributions and
allows discretionary contributions by the Company. Expense under the Plan was
$518, $450, $373 and $80 for the years ended December 31, 1993 and 1994, for the
period from January 1, 1995 to November 6, 1995 and for the period from November
7, 1995 to December 31, 1995, respectively.
 
7. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:
 
    The Company provides certain health care benefits for retired employees and
their eligible dependents. A significant number of the Company's employees may
become eligible for these benefits if they are employed until retirement age and
have fulfilled certain service requirements.
 
    Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" ("SFAS 106"). Under the statement, postretirement benefits
are required to be recognized over the employees' active years of service. The
Company previously accounted for these costs on a cash basis. The adoption of
the statement created a transition obligation for previously unrecognized prior
years' costs. As permitted under SFAS 106, the Company elected to record the
transition obligation on the immediate recognition basis. Accordingly, the
Company recorded a cumulative effect of an accounting change of $9,824 ($6,571,
net of income taxes) for the year ended December 31, 1993.
 
    The provision for postretirement benefits included the following:
 
<TABLE>
<CAPTION>
                                                            PREDECESSOR                   SUCCESSOR
                                              ---------------------------------------  ---------------
                                              YEAR ENDED   YEAR ENDED    PERIOD FROM     PERIOD FROM
                                               DECEMBER     DECEMBER    JANUARY 1 TO    NOVEMBER 7 TO
                                                  31,          31,       NOVEMBER 6,    DECEMBER 31,
                                                 1993         1994          1995            1995
                                              -----------  -----------  -------------  ---------------
<S>                                           <C>          <C>          <C>            <C>
Service cost................................   $     479    $     404     $     249       $      64
Interest cost...............................         775          666           565             122
Amortization of loss........................      --           --              (153)            (14)
                                              -----------  -----------        -----           -----
                                               $   1,254    $   1,070     $     661       $     172
                                              -----------  -----------        -----           -----
                                              -----------  -----------        -----           -----
</TABLE>
 
                                      F-19
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
7. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS: (CONTINUED)
    The amount recognized in the Company's consolidated balance sheets for
postretirement benefits other than pensions is as follows
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER                  DECEMBER
                                                               31,      NOVEMBER 6,      31,
                                                              1994         1995         1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
Actuarial present value of accumulated postretirement
  benefit obligation:
    Retirees.............................................   $   3,543    $   4,347    $   4,397
    Fully eligible active participants...................       2,483        2,184        2,221
    Other active participants............................       2,877        3,374        3,518
    Unrecognized gain....................................       2,762        2,168        2,084
                                                           -----------  -----------  -----------
                                                            $  11,665    $  12,073    $  12,220
                                                           -----------  -----------  -----------
                                                           -----------  -----------  -----------
</TABLE>
 
    The assumptions used in the calculation of the accumulated postretirement
benefit obligation are as follows:
 
<TABLE>
<CAPTION>
                                                                 PREDECESSOR          SUCCESSOR
                                                           ------------------------  -----------
                                                            DECEMBER                  DECEMBER
                                                               31,      NOVEMBER 6,      31,
                                                              1994         1995         1995
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
    Discount rates.......................................        8.75%        7.37%        7.25%
</TABLE>
 
    The health care cost trend rate used as of December 31, 1995 is 13%,
decreasing gradually to 5.5% in 2001.
 
    A one percentage point increase in the assumed health care cost trend rate
in each period would increase the accumulated postretirement benefit obligation
as of December 31, 1995 by $1,591, and the aggregate of the service cost and
interest cost by $32 for the period from November 7, 1995 to December 31, 1995.
 
8. POSTEMPLOYMENT BENEFITS OTHER THAN TO RETIREES:
 
    The Company provides certain postemployment benefits to former or inactive
employees after employment but before retirement. Effective January 1, 1993, the
Company adopted Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," which requires that these benefits be
recorded on an accrual basis. The Company had previously recorded a portion of
these costs on an accrual basis; however, the adoption of this statement created
a transition obligation for previously unrecognized prior years' costs. As a
result of the adoption of the statement, the Company recorded a charge of $489
($327, net of income taxes) as a cumulative effect of an accounting change for
the year ended December 31, 1993.
 
    Postretirement service cost expense amounted to approximately $269, $196,
$157 and $7 for the years ended December 31, 1993 and 1994, for the period
January 1, 1995 to November 6, 1995 and for the period from November 7, 1995 to
December 31, 1995, respectively.
 
                                      F-20
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
8. POSTEMPLOYMENT BENEFITS OTHER THAN TO RETIREES: (CONTINUED)
    The amount recognized on the Company's consolidated balance sheets for
postemployment benefits other than retirees is as follows:
 
<TABLE>
<CAPTION>
                                                                   PREDECESSOR             SUCCESSOR
                                                           ----------------------------  -------------
                                                           DECEMBER 31,    NOVEMBER 6,   DECEMBER 31,
                                                               1994           1995           1995
                                                           -------------  -------------  -------------
<S>                                                        <C>            <C>            <C>
Actuarial present value of accumulated postemployment
  benefit obligations:
Former employees.........................................    $     625      $     678      $     555
Unrecognized gain (loss).................................           58         --                 (2)
                                                                 -----          -----          -----
                                                             $     683      $     678      $     553
                                                                 -----          -----          -----
                                                                 -----          -----          -----
</TABLE>
 
    The assumed discount rate used to determine the accumulated postemployment
benefit obligation is 7.0%, 8.25%, 8.25% and 7.0% for the years ended December
31, 1993 and 1994, for the period from January 1, 1995 to November 6, 1995 and
for the period from November 7, 1995 to December 31, 1995, respectively.  A one
percentage point increase in the assumed health care cost trend rate would
increase the accumulated postemployment benefit obligation as of December 31,
1995 by $22.
 
9. RESTRUCTURING:
 
    During 1993 and 1994, the Company recorded restructuring expenses of $5,400
and $5,200, respectively. The charges related principally to costs of
consolidation and reorganization of its plants, divestiture of non-performing
assets and other organizational changes. The restructuring program was
substantially completed as of December 31, 1994, and was fully completed by
November 6, 1995.
 
10. COMMITMENTS AND OTHER:
 
    As of December 31, 1995, the Company was committed under long-term operating
leases expiring through 1999. Minimum annual rental commitments were as follows:
 
<TABLE>
<CAPTION>
                                                              TRANSPORTATION
YEAR ENDING DECEMBER 31:                                         EQUIPMENT        OTHER       TOTAL
                                                              ---------------  -----------  ---------
<S>                                                           <C>              <C>          <C>
1996........................................................     $   1,193      $     269   $   1,462
1997........................................................           105            236         341
1998........................................................           106             55         161
1999........................................................        --                 33          33
</TABLE>
 
    Rent expense was $2,463 and $1,810 for the years ended December 31, 1993 and
1994 and $1,450 and $246 for the periods from January 1, 1995 to November 6,
1995 and from November 7, 1995 to December 31, 1995, respectively.
 
    Commitments relating to contracts to purchase tobacco from various suppliers
approximated $2,176 as of December 31, 1995.
 
                                      F-21
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
10. COMMITMENTS AND OTHER: (CONTINUED)
    During the year ended December 31, 1994, the period from January 1, 1995 to
November 6, 1995 and the period from November 7, 1995 to December 31, 1995,
sales to one customer aggregated approximately 10%, 11% and 17% of net sales,
respectively.
 
11. RELATED PARTIES:
 
    Prior to November 6, 1995, AMPCo provided the Company with certain support
in areas of finance, tax and accounting, treasury and risk management and human
resources. Charges incurred for such services during the years ended December
31, 1993 and 1994 and for the period from January 1, 1995 to November 6, 1995
were $1,900, $1,900 and $1,500, respectively.
 
    AMPCo also provided the Company with financing for its short and long-term
needs and held the bonds on a certain capital lease (see Note 4). Interest costs
for the years ended December 31, 1993 and 1994 was $9,706 and $6,758,
respectively, and $2,393 for the period from January 1, 1995 to November 6,
1995.
 
    Through November 6, 1995, a subsidiary of the Company held certain patents,
copyrights and tradenames used by the Company and AMPCo. Royalty income of
$2,338, $2,727 and $2,293 is included in other expense (income), net for the
years ended December 31, 1993 and 1994 and for the period from January 1, 1995
to November 6, 1995, respectively.
 
    Interest income recorded under a Note Receivable from AMPCo approximated
$358, $986 and $1,537, respectively, for the years ended December 31, 1993 and
1994 and for the period from January 1, 1995 to November 6, 1995.
 
    Certain members of the Company's Board of Directors are affiliated with
entities which provide legal, consulting and other advisory services to the
Company. Payments to such entities aggregated $21, $22, $101 and $2,500 for the
years ended December 31, 1993 and 1994, for the period from January 1, 1995 to
November 6, 1995 and for the period from November 7, 1995 to December 31, 1995,
respectively.
 
12. CONTINGENCIES:
 
    The Company has been named in three actions brought by plaintiffs against a
number of smokeless tobacco manufacturers and certain other organizations. These
actions seek damages and other relief in connection with injuries allegedly
sustained as a result of smokeless tobacco products. The Company believes that
it has a number of meritorious defenses to such pending litigation. All such
cases are, and will continue to be, vigorously defended.
 
    The Company is also subject to other litigation, claims and contractual
agreements arising in the ordinary course of business. In the opinion of
management, the cost, if any, of resolving all litigation and contingencies
should not have a significant impact on the Company's consolidated financial
position. However, the cost of resolving such litigation and contingencies, if
any, could have a significant effect on future results of operations and cash
flows.
 
    The Food and Drug Administration ("FDA") has published a proposal to
regulate tobacco products. The Company filed suit in Federal District Court in
Greensboro, North Carolina, seeking judicial confirmation that the FDA lacks
jurisdiction to regulate smokeless tobacco products. The Company is not
 
                                      F-22
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
 
12. CONTINGENCIES: (CONTINUED)
able to predict the outcome of the FDA's proposal or assess the future effect,
if any, that this proposal may have on its consolidated financial position,
results of operations or cash flows.
 
    The Company is subject to laws and regulations relating to the protection of
the environment. While it is not possible to quantify with certainty the
potential impact of future actions regarding environmental matters, in the
opinion of management, compliance with the present environmental protection
laws, will not have a material adverse impact, if any, upon the Company's
consolidated financial position, results of operations or cash flows.
 
    In addition, the Company has guaranteed certain leases of a predecessor
discontinued operation which requires lease payments which aggregate a maximum
amount of approximately $3,600 as of November 6, 1995. Under an Indemnity
Agreement, dated as of November 6, 1995, AMPCo provided the Company with
indemnification of these guarantees.
 
13. RECENTLY ISSUED ACCOUNTING STANDARDS:
 
    In March 1995, Statement No. 121 of the Financial Accounting Standards Board
("FAS"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" was issued, effective January 1, 1996. FAS No. 121
requires that in the event certain facts and circumstances indicate an asset may
be impaired, an evaluation of recoverability must be performed to determine
whether or not the carrying amount of the asset is required to be written down.
The adoption of this statement did not have a significant effect on the
Company's consolidated financial position or results of operations.
 
    In October 1995, FAS Statement No. 123, "Accounting for Stock-Based
Compensation" was issued, effective January 1, 1996. The Company will continue
to measure compensation costs for its employee stock compensation plans as
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," as allowed under FAS No. 123. The Company will provide the
disclosures required under this statement commencing with its consolidated
financial statements for the year ending December 31, 1996.
 
14. SUBSEQUENT EVENTS:
 
    During October 1996, the Company's Board of Directors approved the 1996
Stock Option Plan (the "Plan") under which incentive stock options or
non-qualified stock options may be granted.
 
    Pursuant to the Plan, executive officers, key employees, directors and
consultants of the Company are eligible to receive awards of stock options,
stock appreciation rights, limited stock appreciation rights and restricted
stock. The exercise price of incentive stock options may not be less than the
fair market value as of the date of grant. Under the Plan, the Company will
reserve 10% of the outstanding shares of its Class A Common Stock for issuance
of awards under the Plan (subject to antidilution and similar adjustments).
 
    During April 1996, the terms of the Company's credit agreement were amended
(the "Amended and Restated Credit Agreement") to provide for an additional term
loan of $30,000, with minimum quarterly payments of $250, beginning November 1,
1996, and an addition of $2,000 to the revolving credit facility to an aggregate
of $27,000. During October 1996, certain covenants of the Amended and Restated
Credit Agreement were amended (the "Second Amended and Restated Credit
Agreement") to (a) permit the Company to pay annual cash dividends of $10,000
plus 50% of net income, as defined, on a rolling four quarter basis, less
dividends paid, (b) eliminate the annual limitation on capital expenditures and
(c) permit the Company to use the proceeds of the proposed sale of shares of its
Common Stock to pay a cash dividend to its Parent.
 
                                      F-23
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
           CONDENSED CONSOLIDATED BALANCE SHEET, PRO FORMA CONDENSED
         CONSOLIDATED BALANCE SHEET AND PRO FORMA AS ADJUSTED CONDENSED
                           CONSOLIDATED BALANCE SHEET
 
                                  (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                      PRO FORMA
                                                                                       PRO FORMA     AS ADJUSTED
                                                                      SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                                          1996           1996           1996
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
                               ASSETS
Current assets:
  Cash and cash equivalents.........................................   $     3,419
  Accounts receivable, less allowance for doubtful
    accounts of $2,398..............................................        25,262
  Inventories.......................................................        54,327
  Deferred income taxes.............................................           680
  Other current assets..............................................         2,190
                                                                      -------------  -------------  -------------
      Total current assets..........................................        85,878
                                                                      -------------  -------------  -------------
Property, plant and equipment:
  Land..............................................................         1,319
  Buildings and improvements........................................         9,632
  Machinery and equipment...........................................        40,847
  Construction in progress..........................................         7,353
                                                                      -------------  -------------  -------------
                                                                            59,151
  Less, accumulated depreciation....................................         3,044
                                                                      -------------  -------------  -------------
                                                                            56,107
Goodwill, net of accumulated amortization of $1,151.................        49,094
Prepaid pension costs...............................................         4,691
Other assets........................................................         5,774
                                                                      -------------  -------------  -------------
      Total assets..................................................   $   201,544
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-24
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
           CONDENSED CONSOLIDATED BALANCE SHEET, PRO FORMA CONDENSED
         CONSOLIDATED BALANCE SHEET AND PRO FORMA AS ADJUSTED CONDENSED
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
 
                                  (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                      PRO FORMA
                                                                                       PRO FORMA     AS ADJUSTED
                                                                      SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                                          1996           1996           1996
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt...................................................   $        23
  Current portion of long-term debt.................................        15,981
  Dividend payable..................................................       --
  Accounts payable..................................................         4,744
  Accrued expenses..................................................        10,762
  Income taxes payable to Parent....................................            39
                                                                      -------------  -------------  -------------
      Total current liabilities.....................................        31,549
Long-term debt......................................................       108,761
Deferred income taxes...............................................         4,318
Accrued postretirement and postemployment benefits..................        13,523
Other liabilities...................................................         2,169
                                                                      -------------  -------------  -------------
      Total liabilities.............................................       160,320
                                                                      -------------  -------------  -------------
Stockholders' equity;
  Common Stock, $100,000 par value; 130 shares authorized, issued
    and outstanding.................................................       --
  Common Stock, $1 par value; 1,000 shares authorized; 100 shares
    issued and outstanding, $.01 par value;        shares
    authorized;         shares issued and outstanding...............       --
Class A Common Stock, $    par value,         shares authorized,
          shares issued and outstanding.............................       --
Class B Common Stock, $    par value,         shares authorized,
          shares issued and outstanding.............................       --
  Paid-in capital...................................................        31,128
  Retained earnings.................................................        10,096
                                                                      -------------  -------------  -------------
      Total stockholders' equity....................................        41,224
                                                                      -------------  -------------  -------------
      Total liabilities and stockholders' equity....................   $   201,544
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-25
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
                                  (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                       FOR THE NINE MONTHS ENDED
                                                                                      ----------------------------
<S>                                                                                   <C>            <C>
 
<CAPTION>
                                                                                       PREDECESSOR     SUCCESSOR
                                                                                      -------------  -------------
                                                                                      SEPTEMBER 30,  SEPTEMBER 30,
                                                                                          1995           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Net sales...........................................................................   $   138,358    $   168,779
Cost of sales.......................................................................        74,097         85,883
                                                                                      -------------  -------------
    Gross profit....................................................................        64,261         82,896
Selling, general and administrative expenses........................................        34,780         44,515
                                                                                      -------------  -------------
    Operating profit................................................................        29,481         38,381
Interest expense....................................................................         3,040          7,088
Other (income) expense, net.........................................................        (1,820)            86
                                                                                      -------------  -------------
Income before provision for income taxes and minority interest......................        28,261         31,207
Provision for income taxes..........................................................        10,795         12,258
                                                                                      -------------  -------------
Income before minority interest.....................................................        17,466         18,949
Minority interest in earnings of subsidiary.........................................          (882)       --
                                                                                      -------------  -------------
Net income..........................................................................   $    16,584    $    18,949
                                                                                      -------------  -------------
                                                                                      -------------  -------------
Pro forma earnings per share........................................................                  $
                                                                                                     -------------
                                                                                                     -------------
Pro forma weighted average shares outstanding.......................................
                                                                                                     -------------
                                                                                                     -------------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-26
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                       FOR THE NINE MONTHS ENDED
                                                                                      ----------------------------
<S>                                                                                   <C>            <C>
 
<CAPTION>
                                                                                       PREDECESSOR     SUCCESSOR
                                                                                      -------------  -------------
                                                                                      SEPTEMBER 30,  SEPTEMBER 30,
                                                                                          1995           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Cash flows from operating activities:
  Net income........................................................................    $  16,584     $    18,949
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization...................................................        2,499           4,384
    Deferred income taxes...........................................................         (193)          2,865
    Minority interest in earnings of subsidiary.....................................          882              --
    Loss on disposal of property, plant and equipment...............................          126              --
    Changes in assets and liabilities:
      Accounts receivable, net......................................................         (841)         (1,566)
      Inventories...................................................................        5,636          (3,546)
      Other current assets..........................................................         (254)           (430)
      Prepaid pension cost..........................................................          145            (399)
      Accounts payable and accrued expenses.........................................       (1,307)          1,643
      Income taxes payable..........................................................         (738)         (1,416)
      Other, net....................................................................          418            (145)
                                                                                      -------------  -------------
        Net cash provided by operating activities...................................       22,957          20,339
                                                                                      -------------  -------------
Cash flows from investing activities:
  Additions to property, plant and equipment........................................       (3,386)         (4,307)
  Proceeds from disposal of property, plant and equipment...........................          223              --
                                                                                      -------------  -------------
        Net cash used in investing activities.......................................       (3,163)         (4,307)
                                                                                      -------------  -------------
Cash flows from financing activities:
  Change in short-term debt.........................................................       (2,055)             --
  Long-term borrowings..............................................................           --         316,462
  Payments of long-term debt........................................................       (4,762)       (319,850)
  Cash dividends....................................................................           --         (12,475)
  Addition to intercompany receivable net...........................................       (1,671)             --
  Increase in note due from AMPCo...................................................       (8,000)             --
                                                                                      -------------  -------------
        Net cash used in financing activities.......................................      (16,488)        (15,863)
                                                                                      -------------  -------------
        Net increase in cash and cash equivalents...................................        3,306             169
Cash and cash equivalents, beginning of period......................................           73           3,250
                                                                                      -------------  -------------
Cash and cash equivalents, end of period............................................    $   3,379     $     3,419
                                                                                      -------------  -------------
                                                                                      -------------  -------------
Supplemental cash flow information:
  Cash paid during the periods for:
    Interest (net of amount capitalized)............................................    $   5,297     $     6,757
    Income taxes....................................................................       11,533          13,674
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-27
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
1. GENERAL:
 
    Swisher International Group, Inc. and Subsidiaries (the "Company")
manufactures and sells cigars and smokeless tobacco products. The principal
market for the Company's products is the United States.
 
    The accompanying unaudited condensed consolidated financial statements and
related pro forma information as of September 30, 1996, and for the nine months
ended September 30, 1995 and 1996 have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, the
unaudited condensed consolidated financial statements as of September 30, 1996,
and for the nine months ended September 30, 1995 and 1996 do not include all of
the information and footnotes required by the generally accepted accounting
principles. The unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements of the Company
and notes thereto for the years ended December 31, 1993 and 1994, for the period
from January 1, 1995 to November 6, 1995 and the period from November 7, 1995 to
December 31, 1995 included elsewhere in this Prospectus. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the consolidated financial position and the
consolidated results of their operations and their cash flows for the periods
have been included. The results of operations for the nine months ended
September 30, 1995 and 1996 are not necessarily indicative of the results for
the entire year.
 
    As a result of the Acquisition of the Company on November 6, 1995, the
Company's consolidated financial position, results of operations and cash flows
as of September 30, 1996, and for the nine months ended September 30, 1996 are
not comparable to prior periods.
 
2. INVENTORIES:
 
    Inventories consisted of the following as of September 30, 1996:
 
<TABLE>
<S>                                                                  <C>
Finished goods.....................................................  $  11,590
Work-in-process....................................................      2,794
Raw materials......................................................     32,568
Stores and supplies................................................      7,375
                                                                     ---------
                                                                     $  54,327
                                                                     ---------
                                                                     ---------
</TABLE>
 
    As of September 30, 1996, inventories of $46,056 are stated using the LIFO
method of accounting.
 
3. INITIAL PUBLIC OFFERING:
 
    In October 1996, the Company filed a registration statement with the
Securities and Exchange Commission relating to an anticipated public offering
(the "Offerings") of            shares of its Class A Common Stock. If such
Offerings are successfully completed, the net proceeds will be used to pay a
cash dividend to Hay Island Holding Corporation ("Hay Island" or the "Parent").
 
4. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET:
 
    The pro forma condensed consolidated balance sheet as of September 30, 1996
gives pro forma effect to the expected declaration of a dividend to Hay Island
if the Offerings are successfully completed. The
 
                                      F-28
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
4. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET: (CONTINUED)
pro forma condensed consolidated balance sheet as adjusted as of September 30,
1996 gives pro forma effect to the declaration of such dividend and to the
receipt of estimated net proceeds from the anticipated successful completion of
the Offerings.
 
5. PRO FORMA EARNINGS PER SHARE:
 
    Pro forma earnings per share is calculated assuming that an aggregate of
        shares of Common Stock will be outstanding as a result of the
anticipated stock split of 100 shares of the Company's Common Stock. The stock
split will be completed immediately prior to the consummation of the Offerings.
 
6. CASH DIVIDEND:
 
    During the nine months ended September 30, 1996, the Company declared and
paid a $12,000 cash dividend to Hay Island. The Company obtained an amendment of
the restrictive covenant, as included in the Amended and Restated Credit
Agreement with its bank (see Note 8).
 
7. CONTINGENCIES:
 
    The Company has been named in three actions brought by plaintiffs against a
number of smokeless tobacco manufacturers and certain other organizations. These
actions seek damages and other relief in connection with injuries allegedly
sustained as a result of smokeless tobacco products. The Company believes that
it has a number of meritorious defenses to such pending litigation. All such
cases are, and will continue to be, vigorously defended.
 
    The Food and Drug Administration ("FDA") has published a proposal to
regulate tobacco products. The Company filed suit in Federal District Court in
Greensboro, North Carolina, seeking judicial confirmation that the FDA lacks
jurisdiction to regulate smokeless tobacco products. The Company is not able to
predict the outcome of the FDA's proposal or assess the future effect, if any,
that this proposal may have on its consolidated financial position, results of
operations or cash flows.
 
    The Company is also subject to other litigation, claims and contractual
agreements, including environmental matters, arising in the ordinary course of
business. In the opinion of management, the cost, if any, of resolving all
contingencies and litigation should not have a significant impact on the
Company's consolidated financial position. However, the cost, if any, of
resolving such litigation and contingencies could have a significant effect on
future results of operations and cash flows.
 
    In addition, the Company has guaranteed certain leases of a predecessor
discontinued operation which requires lease payments which aggregate a maximum
amount of approximately $3,600 as of November 6, 1995. Under an Indemnity
Agreement, dated as of November 6, 1995, AMPCo provided the Company with
indemnification of these guarantees.
 
                                      F-29
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
8. LONG-TERM DEBT:
 
    As of September 30, 1996, the Company has interest rate swap agreements
covering an aggregate notional amount of $65,000 through November 16, 1996,
decreasing to a notional amount of $50,000 for the period from November 16, 1997
to November 16, 1998 and decreasing to $15,000 through July 2, 1999, at which
time such swap agreements expire. Under the terms of the swap agreements, the
Company pays a weighted average fixed rate of interest of 5.87% and receives a
variable interest rate equal to the three month LIBOR. In the event of
nonperformance by the counterparties, the Company could lose some or all of any
future positive cash flows. However, the Company does not currently anticipate
nonperformance by such counterparaties. The fair value of interest rate swap
agreements represents the estimated receipts or payments that would be made to
terminate the agreements. As of September 30, 1996, the Company would have
received $200 if it terminated the swap agreements.
 
    During April 1996, the terms of the Company's credit agreement were amended
(the "Amended and Restated Credit Agreement") to provide for an additional term
loan of $30,000, with minimum quarterly payments of $250, beginning November 1,
1996, and an addition of $2,000 to the revolving credit facility to an aggregate
of $27,000. During October 1996, certain covenants of the Amended and Restated
Credit Agreement were amended (the "Second Amended and Restated Credit
Agreement") to (a) permit the Company to pay annual cash dividends of $10,000
plus 50% of net income, as defined, on a rolling four quarter basis, less
dividends paid, (b) eliminate the annual limitation on capital expenditures and
(c) permit the Company to use the proceeds of the proposed sale of shares of its
Common Stock to pay a cash dividend to its Parent.
 
                                      F-30
<PAGE>
                PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
                                  (UNAUDITED)
 
    The following unaudited pro forma condensed consolidated financial data are
based on the consolidated financial statements included elsewhere in this
Prospectus, adjusted to give effect to the Acquisition.
 
    The unaudited pro forma condensed consolidated statement of operations for
the year ended December 31, 1995 and the nine months ended September 30, 1995 is
derived from the consolidated statement of operations of the Company for the
year ended December 31, 1995 and the unaudited condensed consolidated statement
of operations for the nine months ended September 30, 1995, respectively,
included elsewhere in this Prospectus and gives pro forma effect to the
Acquisition as if it had occurred on January 1, 1995.
 
    The unaudited pro forma condensed consolidated financial data is for
information purposes and does not purport to be representative of results of
operations or financial position of the Company had the Acquisition actually
taken place as of January 1, 1995.
 
                                      P-1
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
            PRO FORMA CONDENSED CONSOLIDATED SATEMENT OF OPERATIONS
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                               PREDECESSOR     SUCCESSOR
                                               ------------  -------------
<S>                                            <C>           <C>            <C>           <C>          <C>
                                                                                           SUCCESSOR
                                               PERIOD FROM    PERIOD FROM   ---------------------------------------
                                               JANUARY 1 TO  NOVEMBER 7 TO    COMBINED                  PRO FORMA
                                               NOVEMBER 6,   DECEMBER 31,   DECEMBER 31,   PRO FORMA   DECEMBER 31,
                                                   1995          1995           1995      ADJUSTMENTS      1995
                                               ------------  -------------  ------------  -----------  ------------
Net sales....................................   $  155,120     $  31,266     $  186,386    $  --        $  186,386
Cost of sales................................       83,522        16,514        100,036       --           100,036
                                               ------------  -------------  ------------  -----------  ------------
Gross profit.................................       71,598        14,752         86,350       --            86,350
Selling, general and administrative
  expenses...................................       40,331         7,207         47,538        7,768(a)      55,306
                                               ------------  -------------  ------------  -----------  ------------
Operating profit.............................       31,267         7,545         38,812        7,768        31,044
Interest expense, net........................        3,437         1,670          5,107        3,338(b)       8,445
Other expense (income), net..................       (2,360)           25         (2,335)       2,335(c)      --
                                               ------------  -------------  ------------  -----------  ------------
Income before income taxes and minority
  interest...................................       30,190         5,850         36,040       13,441        22,599
Provision for income taxes...................       11,536         2,228         13,764       (4,802) (d)       8,962
                                               ------------  -------------  ------------  -----------  ------------
Income before minority interest..............       18,654         3,622         22,276        8,639        13,637
Minority interest in earnings of
  subsidiary.................................         (967)       --               (967)         967(e)      --
                                               ------------  -------------  ------------  -----------  ------------
Net income...................................   $   17,687     $   3,622     $   21,309    $   7,672    $   13,637
                                               ------------  -------------  ------------  -----------  ------------
                                               ------------  -------------  ------------  -----------  ------------
Pro forma earnings per share(f)..............                                                           $
                                                                                                       ------------
                                                                                                       ------------
Pro forma weighted average shares
  outstanding(f).............................
                                                                                                       ------------
                                                                                                       ------------
</TABLE>
 
                                      P-2
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                 SUCCESSOR
                                                                    PREDECESSOR                -------------
                                                                   -------------                 PRO FORMA
                                                                   SEPTEMBER 30,   PRO FORMA   SEPTEMBER 30,
                                                                       1995       ADJUSTMENTS      1995
                                                                   -------------  -----------  -------------
<S>                                                                <C>            <C>          <C>
Net sales........................................................   $   138,358    $  --        $   138,358
Cost of sales....................................................        74,097       --             74,097
                                                                   -------------  -----------  -------------
  Gross profit...................................................        64,261       --             64,261
Selling, general and administrative expenses.....................        34,780        5,826(a)       40,606
                                                                   -------------  -----------  -------------
  Operating profit...............................................        29,481        5,826         23,655
Interest expense, net............................................         3,040        3,022(b)        6,062
Other expense (income), net......................................        (1,820)       1,820(c)      --
                                                                   -------------  -----------  -------------
Income before income taxes and minority interest.................        28,261       10,668         17,593
Provision for income taxes.......................................        10,795       (3,831)(d)        6,964
                                                                   -------------  -----------  -------------
Income before minority interest..................................        17,466        6,837         10,629
Minority interest in earnings of subsidiary......................          (882)         882(e)      --
                                                                   -------------  -----------  -------------
Net income.......................................................   $    16,584    $   5,955    $    10,629
                                                                   -------------  -----------  -------------
                                                                   -------------  -----------  -------------
Pro forma earnings per share (f).................................                               $
                                                                                               -------------
                                                                                               -------------
Pro forma weighted average shares outstanding (f)................
                                                                                               -------------
                                                                                               -------------
</TABLE>
 
                                      P-3
<PAGE>
               SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
 
       NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
            FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE NINE MONTHS
                            ENDED SEPTEMBER 30, 1995
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,   SEPTEMBER 30,
                                                                                             1995           1995
                                                                                         -------------  -------------
<S>        <C>                                                                           <C>            <C>
(a)        Selling, general and administrative expenses:
           Amortization of goodwill associated with the Acquisition of the Company on a
           straight-line basis over forty years, net of amount of amortization recorded
           by Predecessor Pro forma adjustment to depreciation expense would not be
           significant to either period................................................    $     768      $     576
           Estimated additional administrative and corporate expenses which would have
           been incurred as if the Company had been acquired as of the beginning of the
           period (see Note below).....................................................        7,000          5,250
                                                                                         -------------  -------------
                                                                                           $   7,768      $   5,826
                                                                                         -------------  -------------
                                                                                         -------------  -------------
(b)        Interest expense, net:
           Increase in interest expense, net is as follows:
           Elimination of historical interest expense..................................    $  (5,295)     $  (4,733)
                                                                                         -------------  -------------
           Interest resulting from Acquisition debt:
           Senior debt of $110,000 at approximately 8%.................................        8,590          6,443
           Subordinated debt of $20,000 at 6%..........................................        1,200            900
                                                                                         -------------  -------------
                                                                                               9,790          7,343
               Less, interest expense recorded for acquisition debt for the period from
               November 7, 1995 to December 31, 1995...................................       (1,690)        --
                                                                                         -------------  -------------
                                                                                               8,100          7,343
                                                                                         -------------  -------------
 
           Additional amortization of deferred financing fees of $4,815, net of
           amounts previously recorded.................................................          360            270
           Interest on estimated monthly working capital needs at approximately 8%.....          173            142
                                                                                         -------------  -------------
                                                                                           $   3,338      $   3,022
                                                                                         -------------  -------------
                                                                                         -------------  -------------
(c)        Other expense (income), net:
           To eliminate royalty income earned by subsidiary which was not acquired as
           part of the Acquisition.....................................................    $   2,335      $   1,820
                                                                                         -------------  -------------
                                                                                         -------------  -------------
(d)        Provision for income taxes:
           Adjustment to income taxes resulting from other pro forma adjustments.......    $  (4,802)     $  (3,831)
                                                                                         -------------  -------------
                                                                                         -------------  -------------
(e)        Minority interest in earnings of subsidiary:
           Elimination of historical minority interest in subsidiary which was not
           acquired by the Company.....................................................    $     967      $     882
                                                                                         -------------  -------------
                                                                                         -------------  -------------
(f)        Pro forma earnings per share:
           Pro forma earnings per share is calculated based on the aggregate number of
           shares of the Company's Class A and Class B Common Stock which will be
           outstanding immediately prior to the completion of the Offerings, as a
           result of an anticipated stock split of the Company's Common Stock.
 
Note:  The pro forma condensed consolidated statements of operations do not include any adjustment
       with respect to a management services agreement, the terms of which are currently being
       negotiated by Hay Island and the Company for the year ending December 31, 1997. This agreement
       will not result in any increase to the Company's corporate expenses.
</TABLE>
 
                                      P-4
<PAGE>
       [Picture of groupings of the Company's cigar and smokeless tobacco
                  products arranged on a neutral background.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE CLASS A COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Prospectus Summary.............................           3
Risk Factors...................................           9
The Company....................................          14
Use of Proceeds................................          15
Dividend Policy................................          15
Capitalization.................................          16
Dilution.......................................          17
Selected Financial Data........................          18
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...................................          20
Business.......................................          28
Management.....................................          43
Principal Stockholder..........................          52
Certain Relationships and Related
  Transactions.................................          53
Description of Capital Stock...................          55
Shares Eligible for Future Sale................          59
Description of Credit Agreement................          60
Certain United States Tax Consequences to
  Non-United States Holders....................          61
Underwriting...................................          63
Legal Matters..................................          66
Experts........................................          66
Change In Accountants..........................          66
Available Information..........................          67
Index to Financial Statements..................         F-1
</TABLE>
 
                            ------------------------
 
    UNTIL          , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
 
                                          SHARES
 
                        SWISHER INTERNATIONAL GROUP INC.
 
                              CLASS A COMMON STOCK
 
                            ------------------------
 
                                   PROSPECTUS
 
                            ------------------------
 
                              MERRILL LYNCH & CO.
                              SALOMON BROTHERS INC
                           FORUM CAPITAL MARKETS L.P.
 
                                          , 1996
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 PROSPECTUS 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, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
                             SUBJECT TO COMPLETION
 
                 PRELIMINARY PROSPECTUS DATED OCTOBER 28, 1996
 
PROSPECTUS
 
                                          SHARES
 
                        SWISHER INTERNATIONAL GROUP INC.
 
                              CLASS A COMMON STOCK
                               ------------------
 
    Of the       shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of Swisher International Group Inc. being offered
hereby,       shares are being offered hereby outside the United States and
Canada by the International Managers and       shares are being offered in a
concurrent offering inside the United States and Canada by the U.S.
Underwriters. The initial public offering price and the aggregate underwriting
discount per share will be identical for each of the Offerings. See
"Underwriting."
 
    Each share of Class A Common Stock entitles its holder to one vote, and each
share of Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), of the
Company entitles its holder to ten votes. All of the shares of Class B Common
Stock are owned by Hay Island Holding Corporation ("Hay Island"), a corporation
controlled directly and indirectly by William Ziegler, III. Immediately after
consummation of the Offerings (assuming no exercise of the over-allotment
options granted to the Underwriters), Hay Island will beneficially own shares of
Class B Common Stock representing approximately    % of the combined voting
power of the outstanding shares of Common Stock. The net proceeds from the
Offerings will be paid as a dividend to Hay Island. See "Use of Proceeds."
 
    Prior to the Offerings, there has been no public market for the Class A
Common Stock. It is currently estimated that the initial public offering price
per share of Class A Common Stock will be between $   and $   . For a discussion
of the factors that will be considered in determining the initial public
offering price of the Class A Common Stock, see "Underwriting."
 
    The Company intends to make application to list the Class A Common Stock on
the New York Stock Exchange.
 
    SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A 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.
 
<TABLE>
<CAPTION>
                                                             PRICE TO          UNDERWRITING        PROCEEDS TO
                                                              PUBLIC           DISCOUNT (1)        COMPANY (2)
<S>                                                     <C>                 <C>                 <C>
Per Share.............................................          $                   $                   $
Total (3).............................................          $                   $                   $
</TABLE>
 
(1) The Company has agreed to indemnify the several Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended. See "Underwriting."
 
(2) Before deducting expenses payable by the Company estimated to be $         .
(3) The Company has granted the International Managers and U.S. Underwriters
    options, exercisable within 30 days after the date hereof, to purchase up to
    an additional       and       shares of Class A Common Stock, respectively,
    solely to cover over-allotments, if any. If all such additional shares are
    purchased, the total Price to Public, Underwriting Discount and Proceeds to
    Company will be $         , $         and $         , respectively. See
    "Underwriting."
 
                           --------------------------
 
    The shares of Class A Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Class A Common Stock will be made in New York, New
York, on or about       , 1996.
 
                           --------------------------
MERRILL LYNCH INTERNATIONAL
 
               SALOMON BROTHERS INTERNATIONAL LIMITED
 
                                                      FORUM CAPITAL MARKETS L.P.
                                ---------------
 
               The date of this Prospectus is            , 1996.
<PAGE>
                 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
 
                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in a purchase agreement (the
"International Purchase Agreement") among the Company and each of the
underwriters named below (the "International Managers"), and concurrently with
the sale of       shares of Class A Common Stock to the U.S. Underwriters (as
defined below), the Company has agreed to sell to each of the International
Managers, and each of the International Managers has severally agreed to
purchase from the Company, the number of shares of Class A Common Stock set
forth opposite its name below.
 
<TABLE>
<CAPTION>
                                                                                     NUMBER
            U.S. UNDERWRITERS                                                      OF SHARES
- ---------------------------------------------------------------------------------  ----------
<S>                                                                                <C>
Merrill Lynch International Limited..............................................
Salomon Brothers International Limited...........................................
Forum Capital Markets L.P........................................................
 
                                                                                   ----------
         Total...................................................................
                                                                                   ----------
                                                                                   ----------
</TABLE>
 
    Merrill Lynch International Limited, Salomon Brothers International Limited
and Forum Capital Markets L.P. are acting as representatives (the "International
Representatives") of the International Managers.
 
    The Company has also entered into a purchase agreement (the "U.S. Purchase
Agreement" and, together with the International Purchase Agreement, the
"Purchase Agreements") with certain underwriters in the United States (the "U.S.
Underwriters" and, together with the International Managers, the
"Underwriters"), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Salomon Brothers Inc and Forum Capital Markets L.P. are
acting as representatives (the "U.S. Representatives" and, together with the
International Representatives, the "Representatives"). Subject to the terms and
conditions set forth in the U.S. Purchase Agreement, and concurrently with the
sale of       shares of Class A Common Stock to the International Managers
pursuant to the International Purchase Agreement, the Company has agreed to sell
to the U.S. Underwriters, and the U.S. Underwriters severally have agreed to
purchase from the Company, an aggregate of       shares of Class A Common Stock.
The initial public offering price per share of the Class A Common Stock and the
underwriting discount per share of the Class A Common Stock are identical under
the International Purchase Agreement and the U.S. Purchase Agreement.
 
    In the International Purchase Agreement the several International Managers
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the shares of Class A Common Stock being sold pursuant to such agreement
if any of the shares of Class A Common Stock being sold pursuant to such
agreement are purchased and in the U.S. Purchase Agreement the several U.S.
Underwriters have agreed, subject to the terms and conditions set forth therein,
to purchase all the shares of Class A Common Stock being sold pursuant to such
agreement if any of the shares of Class A Common Stock being sold pursuant to
such agreement are purchased. Under certain circumstances, the commitments of
non-defaulting International Managers or U.S. Underwriters may be increased. The
closings with respect to the sale of shares of Class A Common Stock to be
purchased by the International Managers and the U.S. Underwriters are
conditioned upon one another.
 
    The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. The Underwriters are permitted to sell shares
of Class A Common Stock to each other for purposes of resale at the
 
                                       58
<PAGE>
                 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
 
initial public offering price, less an amount not greater than the selling
concession. Pursuant to the Intersyndicate Agreement, sales may be made between
the International Managers and the U.S. Underwriters of such number of shares of
Class A Common Stock as may be mutually agreed. The price of any shares of Class
A Common Stock so sold shall be the initial public offering price, less an
amount not greater than the selling concession. Under the terms of the
Intersyndicate Agreement, the International Managers and any dealer to whom they
sell shares of Class A Common Stock will not offer to sell or sell shares of
Class A Common Stock to persons who are United States or Canadian persons or to
persons they believe intend to resell to persons who are United States or
Canadian persons, and the U.S. Underwriters and any dealer to whom they sell
shares of Class A Common Stock will not offer to sell or sell shares of Class A
Common Stock to non-United States persons or non-Canadian persons or to persons
they believe intend to resell to non-United States persons or non-Canadian
persons, except, in each case, for transactions pursuant to the Intersyndicate
Agreement.
 
    The International Representatives have advised the Company that the
International Managers propose initially to offer the shares of Class A Common
Stock to the public at the initial public offering price set forth on the cover
page of this Prospectus, and to certain dealers at such price less a concession
not in excess of $         per share of Class A Common Stock. The International
Managers may allow, and such dealers may reallow, a discount not in excess of
$         per share of Class A Common Stock on sales to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
 
    At the request of the Company, the International Managers have reserved up
to       shares of Class A Common Stock for sale at the initial public offering
price to directors, officers, employees, business associates and related persons
of the Company. The number of shares of Class A Common Stock available for sale
to the general public will be reduced to the extent such persons purchase such
reserved shares. Any reserved shares which are not so purchased will be offered
by the Underwriters to the general public on the same basis as the other shares
offered hereby. Certain individuals purchasing reserved shares may be required
to agree not to sell, offer or otherwise dispose of any shares of Class A Common
Stock for a period of three months after the date of this Prospectus.
 
    The Company, Hay Island and certain executive officers have agreed, subject
to certain exceptions, not to, directly or indirectly, (i) sell, grant any
option to purchase or otherwise transfer or dispose of any Class A Common Stock
or securities convertible into or exchangeable or exercisable for Class A Common
Stock or file a registration statement under the Securities Act with respect to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or part, the economic consequence of ownership of the Class
A Common Sock, without the prior written consent of Merrill Lynch, for a period
of 180 days after the date of this Prospectus.
 
    The Company has granted an option to the International Managers, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of       additional shares of Class A Common Stock at the initial public
offering price set forth on the cover page of this Prospectus, less the
underwriting discount. The International Managers may exercise this option only
to cover over-allotments, if any, made on the sale of the Class A Common Stock
offered hereby. To the extent that the International Managers exercise this
option, each International Manager will be obligated, subject to certain
conditions, to purchase a number of additional shares of Class A Common Stock
proportionate to such International Manager's initial amount reflected in the
foregoing table. The Company also has granted an option to the U.S.
Underwriters, exercisable within 30 days after the date of this Prospectus, to
purchase up to an aggregate of       additional shares of Class A Common Stock
to cover over-allotments, if any, on terms similar to those granted to the
International Managers.
 
    Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be determined by negotiation between the Company and the Representatives.
Among the factors considered in determining the public offering price, in
addition to prevailing market conditions, will be the financial and operating
history and condition of the
 
                                       59
<PAGE>
                 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
 
Company, an assessment of the Company's business and financial prospects, the
Company's management, the prospects for the industry in which the Company
operates and the recent market prices of securities of companies in industries
similar to that of the Company. The initial public offering price set forth on
the cover page of this Prospectus should not, however, be considered an
indication of the actual value of the
Class A Common Stock. Such price is subject to change as a result of market
conditions and other factors. There can be no assurance that an active trading
market will develop for the Class A Common Stock or that the Class A Common
Stock will trade in the public market subsequent to the offering made hereby at
or above the initial public offering price.
 
    The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
 
    The Underwriters do not intend to confirm sales of Class A Common Stock
offered hereby to any accounts over which they exercise discretionary authority.
 
    Each of Merrill Lynch and Forum Capital Markets L.P. or their respective
affiliates from time to time performs investment banking and other financial
services for the Company and its affiliates. C. Keith Hartley, a director of the
Company, is Managing Partner--Corporate Finance of Forum Capital Markets L.P.
 
    Each International Manager has agreed that (i) it has not offered or sold,
and will not offer or sell, in the United Kingdom by means of any document any
shares of Class A Common Stock other than to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 (the "Regulations"), (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act of 1986 and
the Regulations with respect to anything done by it in relation to the Class A
Common Stock in, from or otherwise involving the United Kingdom and (iii) it has
only issued or passed on and will only issue or pass on to any person in the
United Kingdom any document received by it in connection with the issuance of
Class A Common Stock if that person is of a kind described in Article 11(3) of
the Financial Services Act of 1986 (Investment Advertisements) (Exemptions)
Order 1995 or is a person to whom the document may otherwise lawfully be issued
or passed on.
 
    Purchasers of the shares of Class A Common Stock offered hereby may be
required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase, in addition to the offering price set
forth on the cover page hereof.
 
                                       60
<PAGE>
       [Picture of groupings of the Company's cigar and smokeless tobacco
                  products arranged on a neutral background.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE CLASS A COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
 
    THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF COMMON STOCK OFFERED HEREBY
IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT
1986 AND THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING DONE BY ANY PERSON IN
RELATION TO THE COMMON STOCK IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM
MUST BE COMPLIED WITH.
 
    IN THIS PROSPECTUS, REFERENCES TO "DOLLARS" AND "S" ARE TO UNITED STATES
DOLLARS UNLESS STATED OTHERWISE.
 
                           --------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                   PAGE
                                                 ---------
<S>                                              <C>
Prospectus Summary.............................          3
Risk Factors...................................          9
The Company....................................         14
Use of Proceeds................................         15
Dividend Policy................................         15
Capitalization.................................         16
Dilution.......................................         17
Selected Financial Data........................         18
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...................................         20
Business.......................................         28
Management.....................................         43
Principal Stockholder..........................         52
Certain Relationships and Related
  Transactions.................................         53
Description of Capital Stock...................         55
Shares Eligible for Future Sale................         59
Description of Credit Agreement................         60
Certain United States Tax Consequences to
  Non-United States Holders....................         61
Underwriting...................................         63
Legal Matters..................................         66
Experts........................................         66
Change in Accountants..........................         66
Available Information..........................         67
Index to Financial Statements..................        F-1
</TABLE>
 
                           --------------------------
 
    UNTIL          , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
 
                                          SHARES
 
                        SWISHER INTERNATIONAL GROUP INC.
 
                              CLASS A COMMON STOCK
 
                            ------------------------
 
                                   PROSPECTUS
 
                            ------------------------
 
                          MERRILL LYNCH INTERNATIONAL
 
                                SALOMON BROTHERS
                             INTERNATIONAL LIMITED
                           FORUM CAPITAL MARKETS L.P.
 
                                          , 1996
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are estimated (except for Securities and Exchange Commission registration and
National Association of Securities Dealers ("NASD") filing fees, which are
actual amounts) as follows:
 
<TABLE>
<S>                                                                  <C>
Securities and Exchange Commission Registration Fee................  $  42,424
NASD filing fee....................................................     14,500
New York Stock Exchange Inc., Listing Fee..........................      *
Blue Sky Qualification Fees and Expenses...........................      *
Printing and Engraving Expenses....................................      *
Legal Fees and Expenses............................................      *
Accounting Fees and Expenses.......................................      *
Transfer Agent and Registrar Fees..................................      *
Miscellaneous......................................................      *
                                                                     ---------
    Total..........................................................  $   *
                                                                     ---------
                                                                     ---------
</TABLE>
 
- ------------------------
 
*   To be provided by amendment.
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    The Registrant is empowered by Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL"), subject to the procedures and limitations
therein, to indemnify any person against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of such person
being or having been a director, officer, employee or agent of the Registrant.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Amended and Restated By-laws of the Registrant provide for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the DGCL.
 
    The foregoing statements are subject to the detailed provisions of the DGCL,
the Registrant's Amended and Restated Certificate of Incorporation and the
Registrant's Amended and Restated By-laws.
 
    Article IX of the Registrant's Amended and Restated By-laws allow the
Registrant to maintain director and officer liability insurance on behalf of any
person who is or was a director or officer of the Registrant or such person who
serves or served as a director, officer, agent or employee, at another
corporation, partnership or other enterprise at the request of the Registrant.
 
    Pursuant to Section 102(b)(7) of the DGCL, Article Fifth of the Amended and
Restated Certificate of Incorporation of the Registrant provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director; provided, however, that such clause shall not apply to any liability
of a director (1) for any breach of his duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of the law, (3) under Section 174
of the DGCL, or (4) for any transaction from which the director derived an
improper personal benefit.
 
                                      II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
    There have been no sales of unregistered securities by the Registrant within
the past three years.
 
ITEM 16. EXHIBITS AND SCHEDULES
 
    (a) Exhibits:
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                                          DESCRIPTION
- ---------  ---------------------------------------------------------------------------------------
 
<S>        <C>                                                                                      <C>
*1.1.      Form of U.S. Purchase Agreement.
 
*1.2.      Form of International Purchase Agreement.
 
*3.1.      Amended and Restated Certificate of Incorporation of the Registrant.
 
*3.2.      Amended and Restated Bylaws of the Registrant.
 
*4.1.      Specimen stock certificate.
 
*5.1.      Opinion of Schnader, Harrison, Segal & Lewis.
 
*10.1.     Form of Registration Rights Agreement, dated             , 1996.
 
*10.2.     Form of Management Services Agreement, dated             , 1996, among the Registrant
            and Hay Island
 
*10.3.     Employment Agreement dated October 23, 1996 between the Registrant and Timothy Mann.
 
*10.4.     Employment Agreement dated October 23, 1996 between the Registrant and J. Thomas Ryan,
            III.
 
*10.5.     Employment Agreement dated October 23, 1996 between the Registrant and Nicholas J.
            Cevera, Jr.
 
*10.6.     Employment Agreement dated October 23, 1996 between the Registrant and Robert A.
            Britton.
 
*10.7.     Second Amended and Restated Credit Agreement, dated as of October   , 1996, between the
            Registrant and the Bank of Boston Connecticut, as administrative agent, and the group
            of financial institution parties thereto.
 
*10.8.     Management Incentive Plan.
 
*10.9.     1996 Stock Option Plan.
 
*10.10     Supplemental Executive Retirement Plan
 
*16.1.     Letter regarding change in certifying accountant.
 
 21.1.     List of Subsidiaries.
 
 23.1.     Consent of Coopers & Lybrand L.L.P., independent accountants.
 
*23.2.     Consent of Schnader, Harrison, Segal & Lewis (included in Exhibit 5.1).
 
 24.1.     Power of Attorney (contained on page II-5).
</TABLE>
 
- ------------------------
 
    * To be provided by amendment.
 
    (b) Financial Statement Schedules:
 
    Schedule VIII--Valuation and Qualifying Accounts.
 
                                      II-2
<PAGE>
ITEM 17. UNDERTAKINGS
 
    The undersigned Registrant hereby undertakes that:
 
        (1) For purposes of determining any liability under the Securities Act
    of 1933, 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 this
    registration statement as of the time it was declared effective; and
 
        (2) For the purpose of determining any liability under the Securities
    Act of 1933, 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.
 
    The undersigned Registrant hereby further undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of
such issue.
 
                                      II-3
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on October 28, 1996.
 
                                SWISHER INTERNATIONAL GROUP INC.
 
                                By:            /s/ WILLIAM T. ZIEGLER
                                     -----------------------------------------
                                                 William T. Ziegler
                                              CHIEF OPERATING OFFICER
 
                               POWER OF ATTORNEY
 
    Each person whose signature appers below hereby constitutes and appoints
each of William T. Ziegler and Robert A. Britton, any of whom may act without
the joinder of the other, as such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing required and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or such
person's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
 
                                      II-4
<PAGE>
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
                                Chairman of the Board,
   /s/ WILLIAM ZIEGLER, III       Chief Executive Officer
- ------------------------------    and Director               October 28, 1996
     William Ziegler, III         (principal executive
                                  officer)
 
                                Chairman of the Executive
    /s/ WILLIAM T. ZIEGLER        Committee, Chief
- ------------------------------    Operating Officer and      October 28, 1996
      William T. Ziegler          Director
 
                                Executive Vice President,
    /s/ ROBERT A. BRITTON         Chief Financial Officer
- ------------------------------    and Director               October 28, 1996
      Robert A. Britton           (principal financial and
                                  accounting officer)
 
       /s/ TIMOTHY MANN
- ------------------------------  President and Director       October 28, 1996
         Timothy Mann
 
   /s/ J. THOMAS RYAN, III      Executive Vice
- ------------------------------    President-Sales &          October 28, 1996
     J. Thomas Ryan, III          Marketing and Director
 
  /s/ NICHOLAS J. CEVERA, JR    Executive Vice
- ------------------------------    President-Operations and   October 28, 1996
    Nicholas J. Cevera, Jr        Director
 
   /s/ CYNTHIA Z. BRIGHTON
- ------------------------------  Vice President-Financial     October 28, 1996
     Cynthia Z. Brighton          Services and Director
 
     /s/ C. KEITH HARTLEY
- ------------------------------  Director                     October 28, 1996
       C. Keith Hartley
 
    /s/ ALFRED F. LA BANCA
- ------------------------------  Director                     October 28, 1996
      Alfred F. La Banca
 
    /s/ DONALD E. MCNICOL
- ------------------------------  Vice Chairman of the Board   October 28, 1996
      Donald E. McNicol           and Director
 
      /s/ JOHN R. TWEEDY
- ------------------------------  Director                     October 28, 1996
        John R. Tweedy
 
                                      II-5

<PAGE>
                                                                    EXHIBIT 21.1
 
                              LIST OF SUBSIDIARIES
 
NAME OF SUBSIDIARY
 
Swisher International, Inc.
 
Martin Brothers International Inc.
 
King Edward Technology, Inc.
 
Swisher International, Ltd.
 
Swisher International Finance Company
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                                        DESCRIPTION                                       PAGE NO.
- ---------  -----------------------------------------------------------------------------------  -----------
 
<S>        <C>                                                                                  <C>
*1.1.      Form of U.S. Purchase Agreement.
 
*1.2.      Form of International Purchase Agreement.
 
*3.1.      Amended and Restated Certificate of Incorporation of the Registrant.
 
*3.2.      Amended and Restated Bylaws of the Registrant.
 
*4.1.      Specimen stock certificate.
 
*5.1.      Opinion of Schnader, Harrison, Segal & Lewis.
 
*10.1.     Form of Registration Rights Agreement, dated             , 1996.
 
*10.2.     Form of Management Services Agreement, dated             , 1996, among the
            Registrant and Hay Island
 
*10.3.     Employment Agreement dated October 23, 1996 between the Registrant and Timothy
            Mann.
 
*10.4.     Employment Agreement dated October 23, 1996 between the Registrant and J. Thomas
            Ryan, III.
 
*10.5.     Employment Agreement dated October 23, 1996 between the Registrant and Nicholas J.
            Cevera, Jr.
 
*10.6.     Employment Agreement dated October 23, 1996 between the Registrant and Robert A.
            Britton.
 
*10.7.     Second Amended and Restated Credit Agreement, dated as of October   , 1996, between
            the Registrant and the Bank of Boston Connecticut, as administrative agent, and
            the group of financial institution parties thereto.
 
*10.8.     Management Incentive Plan.
 
*10.9.     1996 Stock Option Plan.
 
*10.10     Supplemental Executive Retirement Plan
 
*16.1.     Letter regarding change in certifying accountant.
 
 21.1.     List of Subsidiaries.
 
 23.1.     Consent of Coopers & Lybrand L.L.P., independent accountants.
 
*23.2.     Consent of Schnader, Harrison, Segal & Lewis (included in Exhibit 5.1).
 
 24.1.     Power of Attorney (contained on page II-5).
</TABLE>
 
- ------------------------
 
    * To be provided by amendment.

<PAGE>
                                                                    Exhibit 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We consent to the inclusion in this registration statement on Form S-1 File
No.          of our report dated October 25, 1996, on our audits of the
consolidated financial statements and the financial statement schedule of
Swisher International Group Inc. We also consent to the reference to our firm
under the caption "Experts."
 
                                          Coopers & Lybrand L.L.P.
 
New York, New York
October 28, 1996.


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