SWISHER INTERNATIONAL GROUP INC, S-1/A, 1996-12-13

SWISHER INTERNATIONAL GROUP INC
S-1/A, 1996-12-13
CIGARETTES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996

REGISTRATION NO. 333-14975
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 4
TO
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>

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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. / /

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

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.

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<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 DECEMBER 12, 1996

PROSPECTUS
6,000,000 SHARES

[LOGO]
CLASS A COMMON STOCK

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

Of the 6,000,000 shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of Swisher International Group Inc. being offered
hereby, 4,800,000 shares are initially being offered in the United States and
Canada by the U.S. Underwriters and 1,200,000 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 97.9% 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 $17.00 and $20.00. 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 Class A Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "SWR," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 10 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 $1,400,000.

(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 720,000 and 180,000 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>
(INSIDE FRONT COVER)
[PHOTOGRAPH 1] IS A PICTURE OF VARIOUS OF THE COMPANY'S CIGARS.
[PHOTOGRAPH 2] IS A PICTURE OF VARIOUS OF THE COMPANY'S CIGARS.

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
281,000 SHARES OF ITS NEWLY CREATED CLASS B COMMON STOCK, PAR VALUE $0.01 PER
SHARE (TOTALING 28,100,000 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" MEAN SWISHER INTERNATIONAL GROUP INC. AND ITS
SUBSIDIARIES AND THEIR PREDECESSORS, AND ALL REFERENCES TO "SIGI" MEAN SWISHER
INTERNATIONAL GROUP INC. 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 an 8% market share and in the United States with a 31%
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
the nine months ended September 30, 1996, 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
grown 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 18.3% from 1987 to 1995,
or over three times the 4.9% 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.

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 also 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 26% of its net sales
from products introduced since 1985 and 13% 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 18.3% from 1987 to 1995, or over three times the 4.9%
growth rate of the moist snuff 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 22.7% in the nine 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 24 years of service with the Company
and an average of 31 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.

5
<PAGE>
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.

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SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING INVESTMENTS IN THE CLASS A
COMMON STOCK, INCLUDING, BUT NOT LIMITED TO, RISKS RELATED TO THE LONG- TERM
DECLINING MARKET FOR CIGARS THROUGH 1993, EXTENSIVE AND INCREASING REGULATION OF
TOBACCO PRODUCTS, TOBACCO INDUSTRY LITIGATION, CONSTRAINTS ON THE COMPANY'S
ABILITY TO SATISFY THE DEMAND FOR PREMIUM CIGARS, SOCIAL, POLITICAL AND ECONOMIC
RISKS ASSOCIATED WITH INTERNATIONAL MANUFACTURING AND PURCHASING, INCREASES IN
EXCISE TAXES ON TOBACCO PRODUCTS, COMPETITION, THE COMPANY'S DEPENDENCE ON A
SIGNIFICANT CUSTOMER, THE COMPANY'S HOLDING COMPANY STRUCTURE, CONTROL OF THE
COMPANY BY A PRINCIPAL STOCKHOLDER AND THE ANTI-TAKEOVER EFFECT OF DUAL CLASSES
OF COMMON STOCK, INDEBTEDNESS AND RESTRICTIONS CONTAINED IN THE CREDIT AGREEMENT
(AS DEFINED HEREIN), THE POSSIBLE FUTURE SALES OF SHARES BY THE PRINCIPAL
STOCKHOLDER, NO PRIOR MARKET FOR THE CLASS A COMMON STOCK, THE POSSIBILITY OF
VOLATILITY OF THE PRICE FOR CLASS A COMMON STOCK, DILUTION AND THE USE OF THE
NET PROCEEDS OF THE OFFERINGS TO PAY A DIVIDEND TO HAY ISLAND.

6
<PAGE>
THE OFFERINGS

Of the 6,000,000 shares of Class A Common Stock to be sold in the Offerings
4,800,000 shares are initially being offered in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering") and 1,200,000 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.......................... 6,000,000 shares

Common Stock to be outstanding
after the Offerings: 6,000,000 shares of Class A Common Stock(a)
28,100,000 shares of Class B Common Stock(b)
34,100,000 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 97.9% of the
combined voting power of the outstanding shares of Common Stock
(approximately 97.6% 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 Class A Common Stock has been approved for listing on the
New York Stock Exchange ("NYSE") under the symbol "SWR," subject
to official notice of issuance.
</TABLE>

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

(a) Excludes 3,500,000 shares (assuming the Underwriter's over-allotment options
are exercised in full) of Class A Common Stock reserved for issuance under
the Swisher International Group Inc. 1996 Stock Option Plan (the "1996 Stock
Option Plan"), including approximately 1,825,000 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."

7
<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. Before
November 6, 1995 Swisher International, Inc. ("Swisher International") was a
wholly owned subsidiary of American Maize-Products Company ("AMPCo"). On
November 6, 1995, SIGI, a holding company, acquired (the "Acquisition") all of
the outstanding shares of Swisher International, through which SIGI conducts its
business operations. As a result of the Acquisition, 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 as if it had occurred on January 1, 1995 and to the Management
Services Agreement between Hay Island and the Company to be entered into upon
consummation of the Offerings (the "Services Agreement") as if it had been in
effect as of 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 Services Agreement been in
effect 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."

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<PAGE>
SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
PREDECESSOR
-------------------- SUCCESSOR
-------------------------------------------------
YEAR ENDED DECEMBER PRO FORMA NINE MONTHS ENDED SEPTEMBER 30,
31, YEAR ENDED -----------------------------------
-------------------- DECEMBER 31, PRO FORMA PRO FORMA
1993 1994 1995(A) 1995(A) 1996 1996(A)
--------- --------- ------------ ----------- --------- -----------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................................ $ 156,485 $ 163,285 $ 186,386 $ 138,358 $ 168,779 $ 168,779
Cost of sales........................................ 89,193 88,720 100,036 74,097 85,883 85,883
--------- --------- ------------ ----------- --------- -----------
Gross profit......................................... 67,292 74,565 86,350 64,261 82,896 82,896
Selling, general and administrative expenses......... 50,366 47,208 52,306 38,206 44,515(b) 42,265(b)
Restructuring expenses............................... 5,200 5,400 -- -- -- --
--------- --------- ------------ ----------- --------- -----------
Operating profit..................................... 11,726 21,957 34,044 26,055 38,381 40,631
Interest expense, net................................ 9,081 5,503 8,445 6,062 7,088 7,088
Other (income) expense, net.......................... (1,995) (2,706) -- -- 86 86
--------- --------- ------------ ----------- --------- -----------
Income before income taxes, minority interest and
accounting changes................................. 4,640 19,160 25,599 19,993 31,207 33,457
Provision for income taxes........................... 1,570 7,461 10,132 7,241 12,258 13,136
--------- --------- ------------ ----------- --------- -----------
Income before minority interest and accounting
changes............................................ 3,070 11,699 15,467 12,752 18,949 20,321
Minority interest.................................... (1,010) (997) -- -- -- --
--------- --------- ------------ ----------- --------- -----------
Income before accounting changes..................... 2,060 10,702 15,467 12,752 18,949 20,321
Accounting changes (c)............................... (6,898) -- -- -- -- --
--------- --------- ------------ ----------- --------- -----------
Net income (loss).................................... $ (4,838) $ 10,702 $ 15,467 $ 12,752 $ 18,949 $ 20,321
--------- --------- ------------ ----------- --------- -----------
--------- --------- ------------ ----------- --------- -----------
Pro forma earnings per share (d)..................... $ 0.45 $ 0.37 $ 0.56(b) $ 0.60(b)
------------ ----------- --------- -----------
------------ ----------- --------- -----------
Pro forma weighted average shares outstanding (d).... 34,100 34,100 34,100 34,100

OTHER DATA:
Gross margin......................................... 43.0% 45.7% 46.3% 46.4% 49.1% 49.1%
Operating margin..................................... 7.5 13.5 18.3 18.8 22.7(b) 24.1(b)
EBITDA margin........................................ 11.6 17.9 21.2 21.1 25.3(b) 26.6(b)
EBITDA (e)........................................... $ 18,201 $ 29,176 $ 39,453 $ 29,130 $ 42,679(b) $ 44,929(b)
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------------
PRO FORMA
AS
ACTUAL ADJUSTED(F)
--------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................................................... $ 54,329 $ 54,329
Total assets....................................................................................... 201,544 201,544
Total debt......................................................................................... 124,765 124,765
Total stockholders' equity......................................................................... 41,224 41,224
</TABLE>

- ------------------------
(a) Pro forma results of operations presents the results of operations as if the
Acquisition had taken place as of January 1, 1995 and as if the Services
Agreement had been in effect 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 an accrual of approximately $3.4 million for
one-time, special bonuses to management, which will total approximately $4.7
million for the year. Excluding the $3.4 million from historical results,
operating margin, EBITDA margin, EBITDA and pro forma earnings per share
would have been 24.7%, 27.3%, $46.1 million and $0.62, respectively.
Excluding the $3.4 million from pro forma results, operating margin, EBITDA
margin, EBITDA and pro forma earnings per share would have been 26.1%,
28.6%, $48.3 million and $0.66, 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 immediately subsequent to 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.

9
<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.
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. Recently, the United States Food
and Drug Administration ("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

10
<PAGE>
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 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 November 21,
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. The Company enters into an oral understanding based on written budgets
and price lists with each of such manufacturers prior to the beginning of each
year with respect to the quantity, price and delivery terms for such
manufacturer's premium cigars. For the nine months ended September 30, 1996, one
manufacturer supplied 55% of the Company's 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, that they will enable
the Company to meet any future level of demand for its premium cigars or that
these measures will not adversely affect the Company's relationships with its
current suppliers of premium cigars. Any material inability of the Company to
fill its premium cigar back orders, as a result of the failure of a third party
manufacturer to honor its understanding with the Company or otherwise, 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.

11
<PAGE>
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."

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

SIGI is a holding company with no business operations of its own. SIGI's
only material asset is the outstanding capital stock of Swisher International
through which SIGI conducts its business operations. Accordingly, SIGI 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 SIGI. There can be no assurance that
Swisher International will generate sufficient earnings and cash flows to pay
dividends or distribute funds to SIGI to enable SIGI 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 the Company,
then in effect, will permit such dividends or distributions. The terms of the
Credit Agreement currently restrict SIGI and Swisher International's ability to
declare dividends or make distributions, subject to certain limited exceptions.
See "--Indebtedness and Restrictions in Credit Agreement; Encumbrances on
Assets."

CONTROL BY PRINCIPAL STOCKHOLDER; ANTI-TAKEOVER EFFECT OF DUAL CLASSES OF COMMON
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,

12
<PAGE>

representing approximately 82.4% of the total outstanding Common Stock
(approximately 80.3% if the Underwriter's over-allotment options are exercised
in full) which, as a result of the voting disparity between the dual classes of
stock, will represent approximately 97.9% of the combined voting power of the
outstanding shares of Common Stock (approximately 97.6% 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 the Trust under the will of Helen M.
Rivoire for the benefit of William Ziegler, III (the "Rivoire Trust") and the
Trust under the will of William Ziegler, Jr. for the benefit of William Ziegler,
III (the "Ziegler Trust") (collectively, the "Ziegler Parties"), is the 100%
owner of Hay Island. See "The Company" and "Description of Capital Stock" and
"Principal Stockholder."

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 or
transfer of a sufficient number of shares of Hay Island common stock by the
Ziegler Parties or a sufficient number of shares of Common Stock by Hay Island
would result in a change of control of the Company. Under the Credit Agreement,
a change of control of the Company would occur if the Ziegler Parties or their
successors and assigns beneficially own less than 50.1% of the voting power of
the Company; a person other than the Ziegler Parties or their successors and
assigns controls, directly or indirectly, more than 15% of the voting power of
the Company; or during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose selection by such Board of Directors or
whose nomination for election by the shareholders of the Company was approved by
vote of 66 2/3% of the directors of the Company then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company then in office. 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; Encumbrances on Assets" and "Certain Relationships and Related
Transactions."

INDEBTEDNESS AND RESTRICTIONS IN CREDIT AGREEMENT; ENCUMBRANCES ON ASSETS

As of September 30, 1996, the Company had outstanding consolidated
indebtedness of $124.8 million and had additional availability under its
revolving credit facility of $22.4 million. To the extent funds from operations
are not available the Company expects to borrow additional amounts under its
revolving credit facility from time to time to fund working capital, capital
expenditures and debt service requirements and may incur further indebtedness in
the future. A significant portion of cash flow from operations must be dedicated
to the payment of principal of and interest on the Company's 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 Credit Agreement contains various restrictive
covenants including, among other things, limitations on the ability of the
Company and its subsidiaries to incur debt, create liens, pay dividends, sell
assets and make investments and acquisitions. The ability of SIGI and Swisher
International to pay dividends in the future, other than with respect to the net
proceeds of the Offerings, is limited to an annual amount of $10.0 million plus
50% of net income, as defined, for the four quarters most recently ended prior
to the dividend payment date, less dividends paid for such period. In addition,
the Credit Agreement requires the Company to permanently prepay borrowings under
the credit agreement on an annual basis with 75% of excess cash flow, as
defined, maintain specified financial ratios and satisfy certain tests,

13
<PAGE>
including maximum leverage ratio and minimum interest coverage ratios. The
Credit Agreement is guaranteed by SIGI and the domestic subsidiaries of Swisher
International and 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). Future
debt instruments of the Company may also contain restrictions and asset
encumbrances. 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 6,000,000 shares of Class A Common Stock and 28,100,000 shares of
Class B Common Stock. The 28,100,000 shares of Class B Common Stock owned by Hay
Island are, and the 28,100,000 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
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 $18.73 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."

14
<PAGE>
THE COMPANY

In 1993, Helme Tobacco Company ("Helme"), a subsidiary of Swisher
International that operated what today comprises the Company's smokeless tobacco
operations, completed the closure of 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
1994, 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 1995, the Company completed the closing of
its Waycross, Georgia cigar plant and consolidated all of its cigar
manufacturing activities into its Jacksonville, Florida facility.

On November 6, 1995, SIGI acquired all of the outstanding shares of 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.

Immediately after consummation of the Offerings, Hay Island will own all of
the shares of Class B Common Stock, which will represent approximately 97.9% of
the combined voting power of the outstanding shares of Common Stock
(approximately 97.6% if the Underwriters' over-allotment options are exercised
in full). Hay Island is currently owned 100% by William Ziegler, III, directly
and through various trusts. See "Principal Stockholder."

15
<PAGE>
The following chart sets forth the ownership structure of the Company
immediately prior to consummation of the Offerings.

[LOGO]

SIGI is a holding company, which owns the outstanding capital stock of
Swisher International, through which SIGI conducts its business operations. SIGI
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.

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

Reference in this Prospectus is made to the following trademarks and brand
names: (a) Cigars: Swisher Sweets-TM-, King Edward-TM-, Optimo-TM-, Bering-TM-,
La Primadora-TM-, La Diligencia-TM-, Blackstone-TM-, Santa Fe-TM-, Keep
Moving-TM-; (b) Smokeless Tobacco Products: Silver Creek-TM-, Gold River-TM-,
Redwood-TM-, Cooper-TM-, Bowie-TM-, Mail Pouch-TM-, Chattanooga Chew-TM-,
Lancaster Limited-Reserve Chewing-Tobacco-TM-, Earl Caulfield's-TM-, Navy-TM-,
Railroad Mills-TM-, Superior-TM-, Buttercup-TM-, Square-TM-, Society-TM- and
Honey Bee-TM-, which are owned by the Company; Sabroso, Siglo 21, Flor de Jalapa
and Corral Wodiska's Cazadores for which the Company has applications pending;
Pleiades-TM-, which is owned by Seita, S.A.; Casa Buena-TM-, which is owned by
Cita Tabacos De Canarias Group; and Carlin-TM- which is owned by Central America
Tobacco.

16
<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 $102.2
million ($117.8 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
$18.50 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, Swisher
International declared and paid dividends of $4.7 million. During the nine
months 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 $102.2 million funded by
the net proceeds of the Offerings ($117.8 if the Underwriter's over-allotment
option is exercised in full). 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.

SIGI, 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 SIGI have entered into an amendment to the
Credit Agreement, which, among other things, permits SIGI to pay a cash dividend
to Hay Island from the proceeds of the Offerings. The ability of SIGI and
Swisher International to pay dividends in the future is limited to an annual
amount of $10 million plus 50% of net income, as defined, for the four quarters
most recently ended prior to the dividend payment date, less dividends paid for
such period. Subject to these restrictions, any future declaration of cash
dividends will be at the discretion of SIGI'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; Encumbrances on Assets," "Risk Factors--Impact of Holding
Company Structure" and "Description of Credit Agreement."

17
<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 $18.50 per share)
and (ii) the use of all the net proceeds of the Offerings to pay a cash dividend
of $102.2 million 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, $.01 par value, 75,000,000 shares authorized, 6,000,000 shares
issued and outstanding............................................................... -- 60
Class B Common Stock, $.01 par value, 28,100,000 shares authorized, issued and
outstanding.......................................................................... -- 2,810
Paid-in capital........................................................................ 31,128 38,354
Retained earnings...................................................................... 10,096 --
---------- -----------
Total stockholders' equity........................................................... 41,224 41,224
---------- -----------
Total capitalization............................................................. $ 165,989 $ 165,989
---------- -----------
---------- -----------
</TABLE>

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

(a) Excludes an aggregate of 3,410,000 shares of Class A Common Stock reserved
for issuance under the 1996 Stock Option Plan.

18
<PAGE>
DILUTION

As of September 30, 1996, the Company had a deficit in net tangible book
value of approximately $7.9 million. "Net tangible book value" per share of
Common Stock equals the total tangible assets of the Company, less all
liabilities of the Company. The calculation of net tangible book value on a per
share basis is equal to net tangible book value divided by the aggregate number
shares of Common Stock outstanding immediately subsequent to the completion of
the Offerings. The calculation of the aggregate shares outstanding (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
281,000 shares of its newly created Class B Common Stock, par value $0.01 per
share (totaling 28,100,000 shares of Class B Common Stock), to be effected
simultaneously with the consummation of the Offerings; (iii) gives effect to the
issuance of 6,000,000 shares of Class A Common Stock, par value $0.01 per share;
and (iv) assumes the Underwriters' over-allotment options have not been
exercised. The deficit in net tangible book value per share as of September 30,
1996 is approximately $0.23 per share of Common Stock. 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
6,000,000 shares of Class A Common Stock offered hereby (at an assumed initial
public offering price of $18.50 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
$7.9 million or $0.23 per share. This represents an immediate dilution of $18.73
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................................... $18.50
Deficit in net tangible book value per share as of September 30, 1996... $(0.23)
Increase attributable to the Offerings.................................. 3.00
Decrease attributable to the payment to Hay Island of the net proceeds
from the Offerings.................................................... (3.00)
---------
Pro forma deficit in net tangible book value per share as of September
30, 1996.............................................................. (0.23)
---------
Dilution per share to new investors in the Offerings...................... $18.73
---------
---------
</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>
SHARES OF TOTAL AVERAGE PRICE
COMMON STOCK CONSIDERATION PER SHARE OF
------------------------ ------------------------- COMMON
NUMBER PERCENT AMOUNT PERCENT STOCK
----------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
Current stockholder.............................. 28,100 82.4% $ 41,224 27.1% $ 1.47
New investors.................................... 6,000 17.6 111,000 72.9 18.50
----------- ----------- ------------ ----------- ------
Total.......................................... 34,100 100.0% $ 152,224 100.0% $ 4.46
----------- ----------- ------------ ----------- ------
----------- ----------- ------------ ----------- ------
</TABLE>

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

The calculations in the tables set forth above do not reflect an aggregate
of 3,500,000 shares (assuming the Underwriter's over-allotment options are
exercised in full) of Class A Common Stock reserved for issuance under the 1996
Stock Option Plan, including approximately 1,825,000 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."

19
<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 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
results of operations or financial position of the Company had the Acquisition
actually taken place as of January 1, 1995, the Services Agreement been in
effect 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."

20
<PAGE>
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
----------------------------------------------------------- ---------------------------
JANUARY 1 NOVEMBER 7 PRO FORMA
YEAR ENDED DECEMBER 31, THROUGH THROUGH YEAR ENDED
---------------------------------------------- NOVEMBER 6, DECEMBER 31, DECEMBER 31,
1991 1992 1993 1994 1995 1995 1995(A)
---------- ---------- ---------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (IN THOUSANDS EXCEPT PER SHARE DATA)
Net sales................................ $ 145,943 $ 148,878 $ 156,485 $ 163,285 $ 155,120 $ 31,266 $ 186,386
Cost of sales............................ 83,340 87,476 89,193 88,720 83,522 16,514 100,036
---------- ---------- ---------- ---------- ----------- ------------ -------------
Gross profit............................. 62,603 61,402 67,292 74,565 71,598 14,752 86,350
Selling, general and administrative
expenses............................... 45,720 46,013 50,366 47,208 40,331 7,207 52,306
Restructuring expenses................... -- 3,593 5,200 5,400 -- -- --
---------- ---------- ---------- ---------- ----------- ------------ -------------
Operating profit......................... 16,883 11,796 11,726 21,957 31,267 7,545 34,044
Interest expense, net.................... 10,927 10,163 9,081 5,503 3,437 1,670 8,445
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 25,599
Provision for income taxes............... 2,365 1,355 1,570 7,461 11,536 2,228 10,132
---------- ---------- ---------- ---------- ----------- ------------ -------------
Income before minority interest and
accounting changes..................... 3,360 1,652 3,070 11,699 18,654 3,622 15,467
Minority interest........................ -- (426) (1,010) (997) (967) -- --
---------- ---------- ---------- ---------- ----------- ------------ -------------
Income before accounting changes......... 3,360 1,226 2,060 10,702 17,687 3,622 15,467
Accounting changes (c)(d)................ -- 1,118 (6,898) -- -- -- --
---------- ---------- ---------- ---------- ----------- ------------ -------------
Net income (loss)........................ $ 3,360 $ 2,344 ($ 4,838) $ 10,702 $ 17,687 $ 3,622 $ 15,467
---------- ---------- ---------- ---------- ----------- ------------ -------------
---------- ---------- ---------- ---------- ----------- ------------ -------------
Pro forma earnings per share (e)......... $ 0.11 $ 0.45
------------ -------------
------------ -------------
Pro forma weighted average shares
outstanding (e)........................ 34,100 34,100

OTHER DATA:
Gross margin............................. 42.9% 41.2% 43.0% 45.7% 46.2% 47.2% 46.3%
Operating margin......................... 11.6 7.9 7.5 13.5 20.2 24.1 18.3
EBITDA margin............................ 14.4 11.9 11.6 17.9 24.1 26.7 21.2
EBITDA (f)............................... $ 20,952 $ 17,749 $ 18,201 $ 29,176 $ 37,451 $ 8,337 $ 39,453

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 NINE MONTHS ENDED SEPTEMBER 30,
ENDED ----------------------------------
SEPTEMBER 30, PRO FORMA PRO FORMA
1995 1995(A) 1996 1996(A)
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................................ $ 138,358 $ 138,358 $ 168,779 $ 168,779
Cost of sales............................ 74,097 74,097 85,883 85,883
------------- ---------- ---------- ----------
Gross profit............................. 64,261 64,261 82,896 82,896
Selling, general and administrative
expenses............................... 34,780 38,206 44,515 42,265(b)
Restructuring expenses................... -- -- -- --
------------- ---------- ---------- ----------
Operating profit......................... 29,481 26,055 38,381 40,631
Interest expense, net.................... 3,040 6,062 7,088 7,088
Other (income) expense, net.............. (1,820) -- 86 86
------------- ---------- ---------- ----------
Income before income taxes, minority
interest and accounting changes........ 28,261 19,993 31,207 33,457
Provision for income taxes............... 10,795 7,241 12,258 13,136
------------- ---------- ---------- ----------
Income before minority interest and
accounting changes..................... 17,466 12,752 18,949 20,321
Minority interest........................ (882) -- -- --
------------- ---------- ---------- ----------
Income before accounting changes......... 16,584 12,752 18,949 20,321
Accounting changes (c)(d)................ -- -- -- --
------------- ---------- ---------- ----------
Net income (loss)........................ $ 16,584 $ 12,752 $ 18,949 $ 20,321
------------- ---------- ---------- ----------
------------- ---------- ---------- ----------
Pro forma earnings per share (e)......... $ 0.37 $ 0.56(b) $ 0.60(b)
---------- ---------- ----------
---------- ---------- ----------
Pro forma weighted average shares
outstanding (e)........................ 34,100 34,100 34,100
OTHER DATA:
Gross margin............................. 46.4% 46.4% 49.1% 49.1%
Operating margin......................... 21.3 18.8 22.7(b) 24.1(b)
EBITDA margin............................ 24.4 21.1 25.3(b) 26.6(b)
EBITDA (f)............................... $ 33,800 $ 29,130 $ 42,679 $ 44,929(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 had taken place as of January 1, 1995 and as if the Services
Agreement had been in effect 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 and 1996 included elsewhere
in this Prospectus.)
(b) Selling, general and administrative expenses for the nine months ended
September 30, 1996 includes an accrual of approximately $3.4 million for
one-time, special bonuses to management, which will total approximately $4.7
million for the year. Excluding the $3.4 million from historical results,
operating margin, EBITDA margin, EBITDA and pro forma earnings per share
would have been 24.7%, 27.3%, $46.1 million and $0.62, respectively.
Excluding the $3.4 million from pro forma results, operating margin, EBITDA
margin, EBITDA and pro forma earnings per share would have been 26.1%,
28.6%, $48.3 million and $0.66, 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 immediately subsequent to 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.

21
<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 an 8% market share and in the United States with a 31%
market share, 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 $47.7 million,
representing a compound annual growth rate of 45.8%. 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 49.1% of
net sales in the nine 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 22.7% of net sales in the nine
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 1993,
the Company completed the consolidation of 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 1994, as a
result of the merger of Helme into Swisher International, the Company realized
significant reductions in selling, general and administrative expenses. In 1995,
the Company completed the closing of 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 three years before being processed into finished
products. The Company maintains sufficient smokeless

22
<PAGE>
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 4.8% of the Company's 1995 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.

SIGI is a holding company, which owns the outstanding capital stock of
Swisher International, through which SIGI 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 American Maize-Products Company
("AMPCo"). On November 6, 1995, SIGI acquired all of the outstanding shares of
Swisher International (the "Acquisition"). Prior to the Acquisition, a
subsidiary of Swisher International owned certain trademarks, tradenames,
patents and copyrights used by Swisher International and AMPCo for which such
subsidiary received royalty income from Swisher International 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 Swisher International 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.

23
<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
-------------------- ------------------------------------------------
PRO FORMA
YEAR ENDED DECEMBER YEAR ENDED NINE MONTHS ENDED SEPTEMBER 30,
31, DECEMBER -----------------------------------
-------------------- 31, PRO FORMA PRO FORMA
1993 1994 1995(A) 1995(A) 1996 1996(A)
--------- --------- ----------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................ $ 156,485 $ 163,285 $ 186,386 $ 138,358 $ 168,779 $ 168,779
Cost of sales.................... 89,193 88,720 100,036 74,097 85,883 85,883
--------- --------- ----------- ----------- --------- -----------
Gross profit..................... 67,292 74,565 86,350 64,261 82,896 82,896
Selling, general and
administrative expenses........ 50,366 47,208 52,306 38,206 44,515(b) 42,265(b)
Restructuring expenses........... 5,200 5,400 -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Operating profit................. 11,726 21,957 34,044 26,055 38,381 40,631
Interest expense, net............ 9,081 5,503 8,445 6,062 7,088 7,088
Other (income) expense, net...... (1,995) (2,706) -- -- 86 86
--------- --------- ----------- ----------- --------- -----------
Income before income taxes,
minority interest and
accounting changes............. 4,640 19,160 25,599 19,993 31,207 33,457
Provision for income taxes....... 1,570 7,461 10,132 7,241 12,258 13,136
--------- --------- ----------- ----------- --------- -----------
Income before minority interest
and accounting changes......... 3,070 11,699 15,467 12,752 18,949 20,321
Minority interest................ (1,010) (997) -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Income before accounting
changes........................ 2,060 10,702 15,467 12,752 18,949 20,321
Accounting changes (c)........... (6,898) -- -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Net income (loss)................ $ (4,838) $ 10,702 $ 15,467 $ 12,752 $ 18,949 $ 20,321
--------- --------- ----------- ----------- --------- -----------
--------- --------- ----------- ----------- --------- -----------

STATEMENT OF OPERATIONS DATA AS A
PERCENTAGE OF NET SALES:
Net sales........................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales.................... 57.0 54.3 53.7 53.6 50.9 50.9
--------- --------- ----------- ----------- --------- -----------
Gross margin..................... 43.0 45.7 46.3 46.4 49.1 49.1
Selling, general and
administrative expenses........ 32.2 28.9 28.0 27.6 26.4(b) 25.0(b)
Restructuring expenses........... 3.3 3.3 -- -- --
--------- --------- ----------- ----------- --------- -----------
Operating margin................. 7.5 13.5 18.3 18.8 22.7(b) 24.1(b)
Interest expense, net............ 5.8 3.4 4.5 4.4 4.2 4.2
Other (income) expense, net...... (1.3) (1.7) -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Income before income taxes,
minority interest and
accounting changes............. 3.0 11.8 13.8 14.4 18.5 19.9
Provision for income taxes....... 1.0 4.6 5.4 5.2 7.3 7.9
--------- --------- ----------- ----------- --------- -----------
Income before minority interest
and accounting changes......... 2.0 7.2 8.4 9.2 11.2 12.0
Minority interest................ (.6) (.6) -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Income before accounting
changes........................ 1.4 6.6 8.4 9.2 11.2 12.0
Accounting changes (c)........... (4.3) -- -- -- -- --
--------- --------- ----------- ----------- --------- -----------
Net income (loss)................ (3.1)% 6.6% 8.4% 9.2% 11.2% 12.0%
--------- --------- ----------- ----------- --------- -----------
--------- --------- ----------- ----------- --------- -----------
</TABLE>

(a) The unaudited pro forma statement of operations data gives pro forma
effect to the Acquisition as if it had occurred on January 1, 1995 and to the
Services Agreement as if it had been in effect as of January 1, 1995. The
unaudited pro forma data is for information purposes only 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 or had
the Services Agreement been in effect as of January 1, 1995. See pro forma
condensed financial data.

(b) Selling, general and administrative expenses for the nine months ended
September 30, 1996 includes an accrual of approximately $3.4 million for
one-time, special bonuses to management, which will total approximately $4.7
million for the year. Excluding the $3.4 million from historical results,
selling, general and administrative expenses and operating margin as percentages
of net sales would have been 24.4% and 24.8%, respectively. Excluding the $3.4
million from pro forma results, selling, general and administrative expenses and
operating margin as percentages of net sales would have been 23.0% and 26.1%,
respectively.

(c) Represents cumulative effect of change in method of accounting for
postretirement benefits other than pensions and other postemployment benefits.

24
<PAGE>
PRO FORMA 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 $4.1 million or 10.6% to $42.3 million (25.0% of net sales) for the
nine months ended September 30, 1996 from $38.2 million (27.6% of net sales) for
the nine months ended September 30, 1995. A substantial portion of the increase
of $4.1 million is attributable to an accrual of approximately $3.4 million for
one-time, special bonuses to management, which will total approximately $4.7
million for the year. 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.
Excluding the accrual of approximately $3.4 million for one-time, special
bonuses from historical results, SG&A expenses would have been 24.4% as a
percentage of net sales. Excluding the accrual of approximately $3.4 million
from pro forma results, SG&A expenses would have been 23.0% as a percentage of
net sales.

OPERATING PROFIT. Operating profit increased $14.6 million or 55.9% to
$40.6 million (24.1% of net sales) for the nine months ended September 30, 1996
from $26.1 million (18.8% 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. Excluding the accrual of
approximately $3.4 million for one-time, special bonuses from historical
results, operating profit would have been $41.8 million (24.8% of net sales).
Excluding the accrual of approximately $3.4 million from pro forma results,
operating profit would have been $44.0 million (26.1% 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 36.2% for the
nine months ended September 30, 1996 and 1995, respectively.

NET INCOME. Net income increased $7.6 million or 59.4% to $20.3 million
(12.0% of net sales), for the nine months ended September 30, 1996 from $12.8
million (9.2% 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

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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.

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 $5.1 million or 10.8% to $52.3
million (28.0% 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 would 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 into the
Company and the closing of the Company's Waycross, Georgia cigar manufacturing
plant.

OPERATING PROFIT. Operating profit increased $12.0 million or 55.0% to
$34.0 million (18.3% 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.

INTEREST EXPENSE, NET. Interest expense, net increased $2.9 million or
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 39.6% 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 $4.8 million or 44.5% to $15.5 million
(8.4% 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

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December 31, 1993. The decrease, as a percentage of net sales, was due primarily
to the benefit derived from the plant consolidations.

RESTRUCTURING EXPENSES. In 1993, the Company incurred a pre-tax
restructuring expense of $5.2 million as a result of the write-off of fixed
assets at its Helmetta, New Jersey snuff manufacturing plant.

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 $15.5 million or 321.2% 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 September 30, 1995 compared to the nine months
ended September 30, 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. As a holding company with
no independent business operations of its own, SIGI will rely on dividends from
Swisher International to meet any working capital requirements that may arise.
The Company believes that the amount permitted to be paid under the Credit
Agreement by Swisher International to SIGI ($10.0 million per annum plus 50% of
net income, as defined, for the four quarters

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<PAGE>

most recently ended prior to the dividend payment date, less dividends paid for
such period) will be sufficient to meet the cash flow requirements of SIGI.

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 September 30, 1996 and 1995, respectively.
Cash flows used in 1995 were $141.2 million related to financing the Acquisition
and $6.2 million for purchases of property, plant and equipment. 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 cigars 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 that capital expenditures will be between $10 million and $15 million
and will be used to expand its off-shore premium cigar production capacity
(approximately $2.0 million), 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 SIGI 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 $250,000 which began on 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 SIGI and 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, for the
four quarters most recently ended prior to the dividend payment date, 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

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$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.

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.

REGULATION

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

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months and two years after August 28, 1996. This regulation could have a
material adverse effect on the Company's business. See "Business--Regulation."

EXCISE TAXES

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 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."

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.

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BUSINESS

INTRODUCTION

Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with an 8% market share and in the United States with a 31%
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
the first nine months of 1996, 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 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 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
18.3% from 1987 to 1995, or over three times the growth rate of the moist snuff
market of 4.9%.

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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,
has developed a large and loyal customer base due to its distinctive taste. 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 26% of its net sales
from products introduced since 1985 and 13% 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 18.3%, from 1987 to 1995, or almost four times the
growth rate of the market.

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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 24 years of service with the Company and
an average of 31 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 CORRAL WODISKA'S 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 PRIVEE 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.

33
<PAGE>
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.

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
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 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 adult demographic groups.

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<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

35
<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 CORRAL WODISKA'S 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

36
<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 1987 to 1995 at a
compound annual rate of 18.3%, or over three times the market growth rate of
4.9%. 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 approximately
43% 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
LIMITED-RESERVE CHEWING-TOBACCO, 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

37
<PAGE>
cigar industry. As of September 30, 1996, the Company employed approximately 250
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 as 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, mass market 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 for
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, CORRAL WODISKA'S CAZADORES 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 LIMITED-RESERVE CHEWING-TOBACCO and EARL CAULFIELD'S; Dry Snuff
Trademarks: NAVY, TOPS, RAILROAD MILLS, SUPERIOR, BUTTERCUP, SQUARE, SOCIETY and
HONEY BEE.

38
<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. 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. During 1996, 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.

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 based on written budgets and price
lists 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 except for the budgets and price lists, in the
past such manufacturers have

39
<PAGE>
performed in substantial accordance with such understandings. For the nine
months ended September 30, 1996, one manufacturer supplied 55% of the Company's
premium cigars.

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 and reduce the
need for third party manufacture of little cigars. 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 November 21, 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 for
its mass market cigars from leaf dealers which obtain the tobacco from a large
number of suppliers located inside and outside the United States, including
Brazil, Argentina, Costa Rica, Germany, Italy, the Dominican Republic, Paraguay,
the Philippines, Indonesia, Honduras and Mexico. The Company buys the tobacco
for its smokeless tobacco products from leaf dealers and farmers in the United
States. The Company does not believe that it is dependent on any single source
for tobacco for any of such products. The Company's third party premium cigar
manufacturers provide all of the tobacco necessary to produce the Company's
premium cigars. Generally, these third party manufacturers grow a large portion
of their tobacco requirements and acquire the balance from leaf dealers and
other growers throughout the world.

COMPETITION

Founded in 1861, the Company is the largest manufacturer and marketer of
cigars in the world with an 8% market share and in the United States with a 31%
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 smokeless 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

40
<PAGE>
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.

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

41
<PAGE>
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 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.

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."

42
<PAGE>
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 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.

43
<PAGE>
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 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.

44
<PAGE>
EXCISE TAXES

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.

45
<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 SIGI
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 Director and Vice Chairman of the Board (1)
C. Keith Hartley.............. 54 Director
Alfred F. La Banca............ 65 Director
John R. Tweedy................ 66 Director
</TABLE>

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

(1) Upon consummation of the Offerings, Mr. McNicol will resign as Vice
Chairman of the Boards of Directors of SIGI and Swisher International and
become a Vice President of Hay Island.

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 and President of Swisher International
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

46
<PAGE>
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.

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 September 1996, after being 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 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

47
<PAGE>
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 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

48
<PAGE>
intends to enter into separate indemnification agreements with each of its
directors and officers to effectuate these provisions and has purchased
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 in which they are involved by
reason of their affiliation with the Company. See "Description of Capital
Stock--Limitation on Directors' Liability."

COMPENSATION OF DIRECTORS

Directors who do not receive compensation as full-time 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 will be reimbursed for expenses
incurred in connection with attendance at meetings of the Board of Directors or
any committee thereof.

EXECUTIVE COMPENSATION

SIGI, as a holding company, conducts the majority of its business through
Swisher International. The executive officers of SIGI receive no compensation
for their services to SIGI. 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").

49
<PAGE>
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
Patric J. McLaughlin (5)
Chief Executive Officer
(prior to the Acquisition)... 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.

(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
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, bonus and other annual compensation 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.

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<PAGE>
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 Swisher International. Each has agreed that
upon the later of January 1, 1997 or the closing of the Offerings his existing
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, Swisher International 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 Swisher
International. 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.

MANAGEMENT INCENTIVE PLAN

Swisher International 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

51
<PAGE>
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. Based on current performance, the Company expects to pay bonuses of
approximately $2.9 million under the MIP for the year ended December 31, 1996.

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 International 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 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 International 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.

52
<PAGE>
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 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 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. Concurrently with the consumation of the Offerings
the Company will grant approximately 1,825,000 options under the 1996 Stock
Option Plan at the initial public offering price of the Class A Common Stock.

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

53
<PAGE>
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 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.

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

54
<PAGE>
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.

55
<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
28,100,000 outstanding shares of Class B Common Stock, which will represent
approximately 97.9% of the combined voting power of the outstanding shares of
Common Stock (approximately 97.6% 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 an 88.6% beneficial owner of Hay Island.

56
<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" and
"Principal Stockholder."

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 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 60 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.

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<PAGE>
MANAGEMENT SERVICES AGREEMENT

Upon consummation of the Offerings, the Company and Hay Island will enter
into the Services Agreement.

The services to be provided by Hay Island to the Company include, among
other things, treasury and cash management, risk management (including obtaining
liability, property and casualty insurance), human resource management,
marketing support, long-term strategic planning, business development and
investor relations.

The Services Agreement will have a term of five years and will automatically
renew thereafter for successive one-year terms. After the initial five-year
term, the Services Agreement may be terminated at any time by either party upon
six months' prior written notice. The Services Agreement 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 amount payable under the Services Agreement for the year ended December
31, 1997 will be $925,000, payable in twelve monthly installments. The Services
Agreement will provide that the amounts payable thereunder will be reviewed on
an annual basis and, based on an agreed upon allocation of Hay Island's costs
for the services performed, the amount payable thereunder will be increased or
decreased, provided that any increase in such amount will be limited to a
percentage increase based upon the change in the Consumer Price Index for all
Urban Consumers, Northeast for the preceeding twelve month period.

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 Services Agreement.

OTHER AGREEMENTS

On February 1, 1996, Donald E. McNicol, a director of SIGI and Swisher
International and counsel to Schnader Harrison Segal & Lewis, entered into an
agreement with Swisher International regarding his services to Swisher
International. Payments to Mr. McNicol under this agreement will not commence
until February 1, 2001. Upon consummation of the Offerings, Mr. McNicol will
assume the responsibilities of Vice President of Hay Island and will resign as
Vice Chairman of SIGI and Swisher International. Hay Island will assume all
obligations under the agreement.

Swisher International is the owner and sole beneficiary of a second-to-die
life insurance policy on the lives of William Ziegler, III and Jane Ziegler, his
wife. Upon the consummation of the Offerings, the rights under the policy and
the obligation to pay the $281,000 annual premium will be assigned to Hay
Island.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

Prior to consummation of the Offerings, SIGI will amend its Certificate of
Incorporation to change its authorized capital stock to 75,000,000 shares of
Class A Common Stock and 28,100,000 shares of Class B Common Stock, and to
convert each outstanding share of its current common stock into 281,000 shares
of its newly created Class B Common Stock (totaling 28,100,000 shares of Class B
Common Stock).

The following summary description of the capital stock of SIGI 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 SIGI (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. SIGI 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 SIGI as may be declared thereon by the Board of
Directors of SIGI out of assets or funds of SIGI 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 SIGI 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 SIGI, SIGI 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 security paid
to the holders of Class B Common

59
<PAGE>
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 SIGI, SIGI 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 SIGI 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 SIGI 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.

OTHER. In the event of any liquidation, dissolution or winding up of SIGI,
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

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assets and funds of SIGI 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 Class A Common Stock has been approved for listing on the New York Stock
Exchange, under the symbol "SWR," subject to official notice of issuance.

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 SIGI 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 SIGI 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 SIGI 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 SIGI. As a result of this provision, the
ability of SIGI 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.

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

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was a director or officer of SIGI, or is or was serving at the request of SIGI
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.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately after consummation of the Offerings, the Company will have
outstanding 6,000,000 shares of Class A Common Stock and 28,100,000 shares of
Class B Common Stock, assuming no exercise of the over-allotment options granted
to the Underwriters. Of these shares, the 6,000,000 shares of Class A Common
Stock sold in the Offerings (or a maximum of 6,900,000 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 28,100,000 shares of Class B Common Stock owned by Hay Island are, and
the 28,100,000 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

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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.

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DESCRIPTION OF CREDIT AGREEMENT

The Second Amended and Restated Credit Agreement entered into by Swisher
International and SIGI 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 SIGI and 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 to incur debt, create
liens, pay dividends, sell assets and make investments and acquisitions. In
addition, borrowings under the Credit Agreement are subject to mandatory
permanent prepayment on an annual basis with 75% of the Company's Excess Cash
Flow, defined to include Net Income (as defined) adjusted for certain specified
amounts. The ability of SIGI and Swisher International 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 an annual amount of $10.0 million plus 50% of
net income, as defined, for the four quarters most recently ended prior to the
dividend payment date, less dividends paid for such period. 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, including a change of control (as defined in the Credit Agreement). See
"Control by Principal Stockholder; Anti-takeover Effect of Dual Classes of
Common Stock." 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%.

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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

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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.

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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 1,200,000
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................................................................... 4,800,000
----------
----------
</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
4,800,000 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 1,200,000 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.

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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
500,000 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 720,000 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 180,000 additional shares of Class A Common Stock to cover over-allotments,
if any, on terms similar to those granted to the U.S. Underwriters.

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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. Hay Island has agreed, subject to certain limitations, to jointly and
severally with the Company, 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.

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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
SIGI and Swisher International. Upon consummation of the Offerings, Mr. McNicol
will resign as Vice Chairman of the Boards of Directors of both SIGI and Swisher
International and become Vice President of Hay Island.

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 LLP 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 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 LLP 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 LLP 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 LLP that it
concurs in such belief, that, during the period November 7, 1995 to December 31,
1995, the Company and Grant Thornton LLP did not have any disagreement on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Grant Thornton LLP, 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 LLP on the Company's previously issued
consolidated financial statements (not appearing herein) 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, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles. During that period
there were no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K promulgated under the Securities Act.

71
<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.

72
<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

Condensed Consolidated Statement of Operations and Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 1996 (unaudited)................................... P-4

Notes to Pro Forma Condensed Consolidated Statements of Operations (unaudited).......................... P-5
</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 sheet 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, Inc. and Subsidiaries as of December 31, 1994, and November 6,
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 the consolidated financial position of
Swisher International Group Inc. and Subsidiaries as of December 31, 1995, and
the consolidated results of their operations and their cash flows for the period
from November 7, 1995 to December 31, 1995, all 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 Predecessor changed its methods of accounting for
postretirement benefits other than pensions and postemployment benefits.

New York, New York
October 25, 1996. Coopers & Lybrand L.L.P.

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................ $ 0.11
-----------
-----------
Pro forma weighted average shares
outstanding............................... 34,100
</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...................... -- -- -- (141,215)
----------- ----------- ----------- -----------
Net cash used in investing
activities........................ (4,424) (4,025) (5,313) (142,057)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Change in short-term debt................. 995 (405) (2,005) --
Long-term borrowings...................... -- 40,150 -- 114,752
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) 147,925
----------- ----------- ----------- -----------
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.

In addition, in connection with the Acquisition, the Company issued a
$20,000 subordinated note payable to the seller.

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 bank
debt of $110,000, the proceeds of which were paid to the seller, 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 34,100,000 shares of Common Stock will be
outstanding immediately subsequent to the completion of the Offerings. The
calculation (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 281,000 shares of its newly created Class B Common Stock,
par value $0.01 per share

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)
(totaling 28,100,000 shares of Class B Common Stock), to be effected
simultaneously with the consummation of the Offerings; (iii) gives effect to the
issuance of 6,000,000 shares of Class A Common Stock, par value $0.01 per share;
and (iv) assumes the Underwriters' over-allotment options have not been
exercised.

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 through November 6, 1995.

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:

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.

Interest income, including the related party amounts disclosed in Note 11,
approximated $471, $1,208, $1,858 and $20 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.

F-14
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

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 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:

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 from
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 for the period 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.

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.

F-21
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

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, which were allocated based on
estimated costs incurred by AMPCO on behalf of the Company, 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. In the opinion of
management, the amounts allocated are reasonable based on the level of support
provided by AMPCO and reflect all services provided by AMPCO. On a stand-alone
basis, management estimates that it will incur additional general and
administrative expenses approximating $7,000 for the year ending December 31,
1996.

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 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.

F-22
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

12. CONTINGENCIES: (CONTINUED)
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:

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 $ 3,419 $ 3,419
Accounts receivable, less allowance for doubtful
accounts of $2,398.............................................. 25,262 25,262 25,262
Inventories....................................................... 54,327 54,327 54,327
Deferred income taxes............................................. 680 680 680
Other current assets.............................................. 2,190 2,190 2,190
------------- ------------- -------------
Total current assets.......................................... 85,878 85,878 85,878
------------- ------------- -------------
Property, plant and equipment:
Land.............................................................. 1,319 1,319 1,319
Buildings and improvements........................................ 9,632 9,632 9,632
Machinery and equipment........................................... 40,847 40,847 40,847
Construction in progress.......................................... 7,353 7,353 7,353
------------- ------------- -------------
59,151 59,151 59,151
Less, accumulated depreciation.................................... 3,044 3,044 3,044
------------- ------------- -------------
56,107 56,107 56,107
Goodwill, net of accumulated amortization of $1,151................. 49,094 49,094 49,094
Prepaid pension costs............................................... 4,691 4,691 4,691
Other assets........................................................ 5,774 5,774 5,774
------------- ------------- -------------
Total assets.................................................. $ 201,544 $ 201,544 $ 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)
(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 $ 23 $ 23
Current portion of long-term debt................................. 15,981 15,981 15,981
Dividend payable.................................................. -- 102,246 --
Accounts payable.................................................. 4,744 4,744 4,744
Accrued expenses.................................................. 10,762 10,762 10,762
Income taxes payable to Parent.................................... 39 39 39
------------- ------------- -------------
Total current liabilities..................................... 31,549 133,795 31,549
Long-term debt...................................................... 108,761 108,761 108,761
Deferred income taxes............................................... 4,318 4,318 4,318
Accrued postretirement and postemployment benefits.................. 13,523 13,523 13,523
Other liabilities................................................... 2,169 2,169 2,169
------------- ------------- -------------
Total liabilities............................................. 160,320 262,566 160,320
------------- ------------- -------------
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.......................................... -- -- --
Class A Common Stock, $.01 par value, 75,000 shares authorized,
6,000 shares issued and outstanding............................. -- -- 60
Class B Common Stock, $.01 par value, 28,100 shares authorized,
issued and outstanding.......................................... -- -- 2,810
Paid-in capital................................................... 31,128 (61,022) 38,354
Retained earnings................................................. 10,096 -- --
------------- ------------- -------------
Total stockholders' equity.................................... 41,224 (61,022) 41,224
------------- ------------- -------------
Total liabilities and stockholders' equity.................... $ 201,544 $ 201,544 $ 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)
(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, net............................................................... 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........................................................ $ 0.56
-------------
-------------
Pro forma weighted average shares outstanding....................................... 34,100
</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.................................................................... 9,766 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 6,000,000 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 equal to the
estimated net proceeds of $102,246 at an assumed

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)
offering price of $18.50 per share to Hay Island if the Offerings are
successfully completed. The pro forma condensed consolidated balance sheet as
adjusted as of September 30, 1996 gives pro forma effect to the declaration and
payment 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
34,100,000 shares of Common Stock will be outstanding immediately subsequent to
the completion of the Offerings (assuming that the over-allotment option is not
exercised). The calculation (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 281,000 shares of its newly created Class B Common
Stock, par value $0.01 per share (totaling 28,100,000 shares of Class B Common
Stock), to be effected simultaneously with the consummation of the Offerings;
(iii) gives effect to the issuance of 6,000,000 shares of Class A Common Stock,
par value $0.01 per share; and (iv) assumes the Underwriters' over-allotment
options have not been exercised.

6. CASH DIVIDEND:

During the nine months ended September 30, 1996, the Company declared and
paid a $12,475 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 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.

F-29
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(DOLLARS IN THOUSANDS)

7. CONTINGENCIES: (CONTINUED)
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.

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.

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 (i) the Acquisition and (ii) the Services
Agreement to be entered into upon consummation of the Offerings.

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 and to the Services
Agreement as if it had been in effect as of January 1, 1995. The unaudited pro
forma condensed consolidated statement of operations for nine months ended
September 30, 1996 is derived from the unaudited condensed consolidated
statement of operations for the nine months ended September 30, 1996 included
elsewhere in this Prospectus and gives pro forma effect to the Services
Agreement as if it had been in effect as of January 1, 1995.

The unaudited pro forma condensed consolidated financial data is for
information 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 or had the Services Agreement been in effect
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)

(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 4,768(a) 52,306
------------ ------------- ------------ ----------- ------------
Operating profit............................. 31,267 7,545 38,812 4,768 34,044
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 10,441 25,599
Provision for income taxes................... 11,536 2,228 13,764 (3,632)(d) 10,132
------------ ------------- ------------ ----------- ------------
Income before minority interest.............. 18,654 3,622 22,276 6,809 15,467
Minority interest in earnings of
subsidiary................................. (967) -- (967) 967(e) --
------------ ------------- ------------ ----------- ------------
Net income................................... $ 17,687 $ 3,622 $ 21,309 $ 5,842 $ 15,467
------------ ------------- ------------ ----------- ------------
------------ ------------- ------------ ----------- ------------
Pro forma earnings per share(f).............. $ 0.45
------------
------------
Pro forma weighted average shares
outstanding(f)............................. 34,100
</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)

(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 3,576(a) 38,206
------------- ----------- -------------
Operating profit............................................... 29,481 3,576 26,055
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 8,418 19,993
Provision for income taxes....................................... 10,795 (2,953)(d) 7,241
------------- ----------- -------------
Income before minority interest.................................. 17,466 5,465 12,752
Minority interest in earnings of subsidiary...................... (882) 882(e) --
------------- ----------- -------------
Net income....................................................... $ 16,584 $ 6,287 $ 12,752
------------- ----------- -------------
------------- ----------- -------------
Pro forma earnings per share(f).................................. $ 0.37
-------------
-------------
Pro forma weighted average shares outstanding(f)................. 34,100
</TABLE>

P-3
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SUCCESSOR
-----------------------------------------
PRO FORMA
SEPTEMBER 30, PRO FORMA SEPTEMBER 30,
1996 ADJUSTMENTS 1996
------------- ----------- -------------
<S> <C> <C> <C>
Net sales.......................................................... $ 168,779 $ -- $ 168,779
Cost of sales...................................................... 85,833 -- 85,883
------------- ----------- -------------
Gross profit................................................... 82,896 -- 82,896
Selling, general and administrative expenses....................... 44,515 (2,250)(a) 42,265
------------- ----------- -------------
Operating profit............................................... 38,381 (2,250) 40,631
Interest expense, net.............................................. 7,088 -- 7,088
Other expense (income), net........................................ 86 -- 86
------------- ----------- -------------
Income before income taxes......................................... 31,207 (2,250) 33,457
Provision for income taxes......................................... 12,258 878(d) 13,136
------------- ----------- -------------
Net income......................................................... $ 18,949 $ (1,372) $ 20,321
------------- ----------- -------------
------------- ----------- -------------
Pro forma earnings per share(f).................................... $ 0.60
-------------
-------------
Pro forma weighted average shares outstanding(f)................... 34,100
</TABLE>

P-4
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE NINE MONTHS
ENDED SEPTEMBER 30, 1995 AND 1996

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1995 1995 1996
------------- ------------- -------------
<S> <C> <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 general and administrative expenses
which would have been incurred as if the Company had been
acquired as of January 1, 1995............................... 7,000 5,250 --
To adjust general and administrative expenses for the
Services Agreement, to be entered into upon consummation of
the Offerings, between the Company and Hay Island, as if the
Services Agreement had been in effect as of January 1,
1995......................................................... (3,000) (2,250) (2,250)
------------- ------------- -------------
$ 4,768 $ 3,576 $ (2,250)
------------- ------------- -------------
------------- ------------- -------------
(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.................................................. $ (3,632) $ (2,953) $ 878
------------- ------------- -------------
------------- ------------- -------------
(e) Minority interest in earnings of subsidiary:
Elimination of historical minority interest in subsidiary
which was not acquired by the Company........................ $ 967 $ 882 $ --
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

P-5
<PAGE>
SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE NINE MONTHS
ENDED SEPTEMBER 30, 1995 AND 1996 (CONTINUED)

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1995 1995 1996
------------- ------------- -------------
<S> <C> <C> <C> <C>
(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
subsequent to the completion of the Offerings. The
calculation (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 281,000 shares of its newly created Class B Common
Stock, par value $0.01 per share (totaling 28,100,000 shares
of Class B Common Stock), to be effected simultaneously with
the consummation of the Offerings; (iii) gives effect to the
issuance of 6,000,000 shares of Class A Common Stock, par
value $0.01 per share; and (iv) assumes the Underwriters'
over-allotment options have not been exercised............... $ 0.45 $ 0.37 $ 0.60
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

P-6
<PAGE>
(INSIDE BACK COVER COVER)
[PHOTOGRAPH 1] IS A PICTURE OF VARIOUS OF THE COMPANY'S CIGARS.
[PHOTOGRAPH 2] IS A PICTURE OF VARIOUS OF THE COMPANY'S SMOKELESS TOBACCO
PRODUCTS.
<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................................... 10
The Company.................................... 15
Use of Proceeds................................ 17
Dividend Policy................................ 17
Capitalization................................. 18
Dilution....................................... 19
Selected Financial Data........................ 20
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 22
Business....................................... 31
Management..................................... 46
Principal Stockholder.......................... 56
Certain Relationships and Related
Transactions................................. 57
Description of Capital Stock................... 59
Shares Eligible for Future Sale................ 63
Description of Credit Agreement................ 65
Certain United States Tax Consequences to
Non-United States Holders.................... 66
Underwriting................................... 68
Legal Matters.................................. 71
Experts........................................ 71
Change In Accountants.......................... 71
Available Information.......................... 72
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.

6,000,000 SHARES

[LOGO]

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 DECEMBER 12, 1996

PROSPECTUS

6,000,000 SHARES

[LOGO]
CLASS A COMMON STOCK

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

Of the 6,000,000 shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of Swisher International Group Inc. being offered
hereby, 1,200,000 shares are being offered hereby outside the United States and
Canada by the International Managers and 4,800,000 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."

The Class A Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "SWR," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.
------------------------

(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 $1,400,000.

(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 180,000 and 720,000 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."
--------------------------

MERRILL LYNCH INTERNATIONAL

SALOMON BROTHERS INTERNATIONAL LIMITED

FORUM CAPITAL MARKETS L.P.
---------------

The date of this Prospectus is , 1996.
<PAGE>
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 4,800,000 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................................................................... 1,200,000
----------
----------
</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 1,200,000 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 4,800,000 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.

68
<PAGE>
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 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 500,000 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 180,000 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 720,000 additional shares of Class A Common Stock
to cover over-allotments, if any, on terms similar to those granted to the
International Managers.

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 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.

70
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF CLASS A COMMON STOCK OFFERED
HEREBY IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL
SERVICES ACT OF 1986 AND THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING DONE BY
ANY PERSON IN RELATION TO THE CLASS A COMMON STOCK IN, FROM OR OTHERWISE
INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH.

IN THIS PROSPECTUS, REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED STATES
DOLLARS UNLESS STATED OTHERWISE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 10
The Company.................................... 15
Use of Proceeds................................ 17
Dividend Policy................................ 17
Capitalization................................. 18
Dilution....................................... 19
Selected Financial Data........................ 20
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 22
Business....................................... 31
Management..................................... 46
Principal Stockholder.......................... 56
Certain Relationships and Related
Transactions................................. 57
Description of Capital Stock................... 59
Shares Eligible for Future Sale................ 63
Description of Credit Agreement................ 65
Certain United States Tax Consequences to
Non-United States Holders.................... 66
Underwriting................................... 68
Legal Matters.................................. 71
Experts........................................ 71
Change in Accountants.......................... 71
Available Information.......................... 72
Index to Financial Statements.................. F-1
</TABLE>

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

6,000,000 SHARES

[LOGO]

CLASS A COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH INTERNATIONAL

SALOMON BROTHERS
INTERNATIONAL LIMITED
FORUM CAPITAL MARKETS L.P.

, 1996

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 attorneys' 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
- ------------ ---------------------------------------------------------------------------------------------

<C> <S>
**1.1. Form of U.S. Purchase Agreement.
**1.2. Form of International Purchase Agreement.
1.3. Form of U.S. Indemnity Agreement.
1.4. Form of International Indemnity Agreement.
3.1. Form of Amended and Restated Certificate of Incorporation of the Registrant.
3.2. Form of Amended and Restated Bylaws of the Registrant.
**4.1. Specimen stock certificate.
5.1. Form of Opinion of Schnader Harrison Segal & Lewis.
**10.1. Form of Registration Rights Agreement between Registrant and Hay Island.
**10.2. Form of Management Services Agreement between 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 28, 1996, between the
Registrant, Swisher International and the Bank of Boston Connecticut, as Administrative
Agent, and the group of financial institution parties thereto.
10.7.1. Form of First Amendment Agreement dated as of December , 1996 among the Registrant, Swisher
International and the Bank of Boston Connecticut, as Administrative Agent, and the group of
financial institution parties thereto.
**10.8. Management Incentive Plan.
**10.9. Form of 1996 Stock Option Plan.
**10.10. Supplemental Pension Program.
**10.11. Form of Tax Sharing Agreement.
**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).
**27.1. Financial Data Schedule.
</TABLE>

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

* To be provided by amendment.

** Previously filed.

II-2
<PAGE>
(b) Financial Statement Schedules:

Schedule VIII--Valuation and Qualifying Accounts.

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 Darien, State of
Connecticut, on December 12, 1996.

SWISHER INTERNATIONAL GROUP INC.

By: /s/ WILLIAM T. ZIEGLER
-----------------------------------------
William T. Ziegler
CHIEF OPERATING OFFICER

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,
WILLIAM ZIEGLER, III* Chief Executive Officer
- ------------------------------ and Director December 12, 1996
William Ziegler, III (principal executive
officer)

Chairman of the Executive
/s/ WILLIAM T. ZIEGLER Committee, Chief
- ------------------------------ Operating Officer and December 12, 1996
William T. Ziegler Director

Executive Vice President,
ROBERT A. BRITTON* Chief Financial Officer
- ------------------------------ and Director December 12, 1996
Robert A. Britton (principal financial and
accounting officer)

TIMOTHY MANN*
- ------------------------------ President and Director December 12, 1996
Timothy Mann

J. THOMAS RYAN, III* Executive Vice President-
- ------------------------------ Sales & Marketing and December 12, 1996
J. Thomas Ryan, III Director

NICHOLAS J. CEVERA, JR* Executive Vice
- ------------------------------ President-Operations and December 12, 1996
Nicholas J. Cevera, Jr Director

CYNTHIA Z. BRIGHTON*
- ------------------------------ Vice President-Financial December 12, 1996
Cynthia Z. Brighton Services and Director

C. KEITH HARTLEY*
- ------------------------------ Director December 12, 1996
C. Keith Hartley

II-4

<PAGE>

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

ALFRED F. LA BANCA*
- ------------------------------ Director December 12, 1996
Alfred F. La Banca
<C> <S> <C>

DONALD E. MCNICOL*
- ------------------------------ Vice Chairman of the Board December 12, 1996
Donald E. McNicol and Director

JOHN R. TWEEDY*
- ------------------------------ Director December 12, 1996
John R. Tweedy
</TABLE>

*By: /s/ WILLIAM T. ZIEGLER
-------------------------
William T. Ziegler
ATTORNEY-IN-FACT

II-5
<PAGE>
SCHEDULE VIII

SWISHER INTERNATIONAL GROUP INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. C
--------------------------
COL. B ADDITIONS COL. E
------------- -------------------------- -----------
COL. A BALANCE AT CHARGED TO CHARGED TO COL. D BALANCE AT
- ---------------------------------------- BEGINNING OF COST AND OTHER ------------- END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ---------------------------------------- ------------- ----------- ------------- ------------- -----------

Allowance for Doubtful Accounts:
<S> <C> <C> <C> <C> <C>

For the year ended December 31,
1993.............................. $ 1,254 $ 1,211 $ -- $ (81) $ 2,384

For the year ended December 31,
1994.............................. 2,384 231 -- (16) 2,599

For the period from January 1, 1995
to November 6, 1995............... 2,599 (290) -- (5) 2,304

For the period from November 7, 1995
to December 31, 1995.............. 2,304 81 -- (20) 2,365
</TABLE>

S-1
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------

<C> <S> <C>
**1.1. Form of U.S. Purchase Agreement.
**1.2. Form of International Purchase Agreement.
1.3. Form of U.S. Indemnity Agreement.
1.4. Form of International Indemnity Agreement.
3.1. Form of Amended and Restated Certificate of Incorporation of the Registrant.
3.2. Form of Amended and Restated Bylaws of the Registrant.
**4.1. Specimen certificate.
5.1. Form of Opinion of Schnader Harrison Segal & Lewis.
**10.1. Form of Registration Rights Agreement between the Registrant and Hay Island.
**10.2. Form of Management Services Agreement between 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 28, 1996,
between the Registrant, Swisher International and the Bank of Boston Connecticut,
as Administrative Agent, and the group of financial institution parties thereto.
10.7.1. Form of First Amendment Agreement, dated as of December , 1996 among the
Registrant, Swisher International and the Bank of Boston Connecticut, as
Administrative Agent, and the group of financial institution parties thereto.
**10.8. Management Incentive Plan.
**10.9. Form of 1996 Stock Option Plan.
**10.10. Supplemental Pension Program.
**10.11. Form of Tax Sharing Agreement.
**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).
**27.1. Financial Data Schedule.
</TABLE>

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

* To be provided by amendment.

** Previously filed.

<PAGE>
EXHIBIT 1.3

FORM OF U.S. INDEMNITY AGREEMENT

December [__], 1996

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SALOMON BROTHERS INC
FORUM CAPITAL MARKETS L.P.
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Swisher International Group Inc., a Delaware corporation (the "Company"),
a wholly owned subsidiary of Hay Island Holding Corporation, a Delaware
corporation ("Hay Island") is entering into an agreement dated the date hereof
(the "Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and each of the other U.S.
Underwriters named in Schedule A to the Purchase Agreement (collectively, the
"U.S. Underwriters", which term shall also include any underwriter substituted
as provided in Section 10 of the Purchase Agreement), for whom Merrill Lynch,
Salomon Brothers Inc and Forum Capital Markets L.P. are acting as
representatives (in such capacity, the "U.S. Representatives"), with respect to
the issue and sale by the Company and the purchase by the U.S. Underwriters,
acting severally and not jointly, of the respective numbers of shares of Class A
Common Stock, par value $.01 per share, of the Company ("Class A Common Stock")
set forth in said Schedule A, and with respect to the grant by the Company to
the U.S. Underwriters, acting severally and not jointly, of the option described
in Section 2(b) of the Purchase Agreement to purchase all or any part of 720,000
additional shares of Class A Common Stock to cover over-allotments, if any. The
aforesaid 4,800,000 shares of Class A Common Stock (the "Initial U.S.
Securities") to be purchased by the U.S. Underwriters and all or any part of the
720,000 shares of Class A Common Stock subject to the option described in
Section 2(b) hereof (the "U.S. Option Securities") are hereinafter called,
collectively, the "U.S. Securities".

Additionally, the Company is entering into an agreement dated the date
hereof (the "International Purchase Agreement") providing for the offering by
the Company of an aggregate of 1,200,000 shares of Class A Common Stock (the
"Initial International Securities") through arrangements with certain
underwriters outside the United States and

<PAGE>

Canada (the "International Managers") for which Merrill Lynch International,
Salomon Brothers International Limited and Forum Capital Markets L.P. are acting
as lead managers (the "Lead Managers") and the grant by the Company to the
International Managers, acting severally and not jointly, of an option to
purchase all or any part of the International Managers' pro rata portion of up
to 180,000 additional shares of Class A Common Stock solely to cover
over-allotments, if any (the "International Option Securities" and, together
with the U.S. Option Securities, the "Option Securities"). The Initial
International Securities and the International Option Securities are hereinafter
called the "International Securities."

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters," the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities," and the U.S. Securities and the International Securities
are hereinafter collectively called the "Securities."

The Underwriters will concurrently enter into an Intersyndicate Agreement
of even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch (in such capacity, the "Global Coordinator").

Hay Island understands that the U.S. Underwriters propose to make a public
offering of the U.S. Securities as soon as the U.S. Representatives deem
advisable after the Purchase Agreement has been executed and delivered.

Up to 500,000 shares of the U.S. Securities to be purchased by the U.S.
Underwriters (the "Reserved Securities") shall be reserved for sale by the U.S.
Underwriters to certain eligible employees and persons having business
relationships with the Company, as part of the distribution of the U.S.
Securities by the U.S. Underwriters.

Prior to the purchase of the Securities pursuant to the Purchase
Agreements, the Company was a wholly owned subsidiary of Hay Island and after
the sale of the Securities the Company will continue to be controlled by Hay
Island. Whereas the establishment of a public market for the Securities will
provide substantial benefit to Hay Island and, desiring to provide the Company
the opportunity to utilize cash flow to repay the Company's indebtedness and for
use in its business in the event any indemnification claim arises under the
Purchase Agreement, Hay Island has agreed to provide this additional source of
indemnity to the Underwriters.

The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-1 (No. 333-14975) covering the registration of
the U.S. Securities under the Securities Act of 1933, as amended (the "1933
Act"), including the related preliminary prospectus or prospectuses. Promptly
after execution and delivery of the Purchase Agreement, the Company will either
(i) prepare and file a prospectus in accordance

<PAGE>

with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b)
of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company
has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations,
prepare and file a term sheet (a "Term Sheet") in accordance with the provisions
of Rule 434 and Rule 424(b). Two forms of prospectus are to be used in
connection with the offering and sale of the Securities: one relating to U.S.
Securities (the "Form of U.S. Prospectus") and one relating to the International
Securities (the "Form of International Prospectus"). The information included
in any such prospectus, if any, or in any such Term Sheet, as the case may be,
that was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration statement at the
time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each Form of U.S. Prospectus and Form of
International Prospectus used before such registration statement became
effective, and any prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus." Such registration statement, including the exhibits
thereto and schedules thereto at the time it became effective and including the
Rule 430A Information and the Rule 434 Information, as applicable, is herein
called the "Registration Statement." Any registration statement filed pursuant
to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule
462(b) Registration Statement," and after such filing the term "Registration
Statement" shall include the Rule 462(b) Registration Statement. The final Form
of U.S. Prospectus and the final Form of International Prospectus in the forms
first furnished to the Underwriters for use in connection with the offering of
the Securities are herein called the "U.S. Prospectus" and the "International
Prospectus," respectively, and collectively, the "Prospectuses." If Rule 434 is
relied on, the terms "U.S. Prospectus" and "International Prospectus" shall
refer to the preliminary U.S. Prospectus dated November 29, 1996, and the
preliminary International Prospectus dated November 29, 1996, respectively, each
together with the applicable Term Sheet and all references in this Agreement to
the date of such Prospectuses shall mean the date of the applicable Term Sheet.
For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus, the U.S. Prospectus, the International Prospectus or
any Term Sheet or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY HAY ISLAND. Hay Island represents
and warrants to, and agrees with, each Underwriter as follows:

<PAGE>

(i) GOOD STANDING OF HAY ISLAND. Hay Island has been duly
organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware and has corporate power and authority to
enter into and perform its obligations under this Agreement and the
International Indemnity Agreement.

(ii) AUTHORIZATION OF AGREEMENT. This Agreement and the
International Indemnity Agreement have been duly authorized, executed and
delivered by Hay Island.

(iii) THIRD PARTY CONSENTS. All authorizations and consents
necessary for the execution and delivery by Hay Island of this Agreement
and the International Indemnity Agreement have been given and are in full
force and effect on the date hereof.

(b) OFFICER'S CERTIFICATES. Any certificate signed by any officer of Hay
Island delivered to the Global Coordinator, the U.S. Representatives or to
counsel for the U.S. Underwriters in connection with this Agreement shall be
deemed a representation and warranty by Hay Island to each U.S. Underwriter as
to the matters covered thereby.

SECTION 2. INDEMNIFICATION.

(a) INDEMNIFICATION OF U.S. UNDERWRITERS. (1) Hay Island agrees to
indemnify and hold harmless each U.S. Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of (A) the violation of any applicable
laws or regulations of foreign jurisdictions where Reserved Securities have
been offered and (B) any untrue statement or alleged untrue statement of a
material fact included in the

<PAGE>

supplement or prospectus wrapper material distributed in ________ in
connection with the reservation and sale of the Reserved Securities to
eligible employees and ______________ of the Company or the omission or
alleged omission therefrom of a material fact necessary to make the
statements therein, when considered in conjunction with the Prospectuses or
preliminary prospectus, not misleading;

(iii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission or in connection with any violation of
the nature referred to in Section 2(a)(1)(ii)(A) hereof; provided that
(subject to Section 2(d) below) any such settlement is effected with the
written consent of Hay Island; and

(iv) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission or
in connection with any violation of the nature referred to in Section
2(a)(1)(ii)(A) hereof, to the extent that any such expense is not paid
under (i), (ii) or (iii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
U.S. Underwriter through the U.S. Representatives expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the Prospectuses (or any amendment or supplement thereto).

(2) The obligations of Hay Island pursuant to this Agreement are joint and
several with respect to the obligations of the Company under the Purchase
Agreement; provided, however, that Hay Island's aggregate liability under this
Section shall be limited to an amount equal to $__ million.

<PAGE>

it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section
2(a)(1) above, counsel to the indemnified parties shall be selected by Merrill
Lynch. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 2 or Section 3 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

(c) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 2(a)(1)(iii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

(d) INDEMNIFICATION FOR RESERVED SECURITIES. In connection with the offer
and sale of the Reserved Securities, Hay Island agrees, promptly upon a request
in writing, to indemnify and hold harmless the U.S. Underwriters from and
against any and all losses, liabilities, claims, damages and expenses incurred
by them as a result of the failure of eligible employees and _________________
of the Company to pay for and accept delivery of Reserved Securities which, by
the end of the first business day following the date of this Agreement, were
subject to a properly confirmed agreement to purchase.

<PAGE>

indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits to Hay Island on the one hand and the U.S. Underwriters on the other
hand from the offering of the Securities pursuant to this Agreement or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of Hay Island on the
one hand and of the U.S. Underwriters on the other hand in connection with the
statements or omissions, or in connection with any violation of the nature
referred to in Section 2(a)(1)(ii)(A) hereof, which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations, PROVIDED that Hay Island's aggregate liability under
this Section 3 (together with any liability of Hay Island under Section 3 of the
International Purchase Agreement) shall be limited to the aggregate amount of
$ million.

Hay Island and the U.S. Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 3 were determined by pro rata
allocation (even if the U.S. Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 3. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 3 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 3, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the U.S. Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
U.S. Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 3, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each person, if any, who controls Hay Island within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as Hay Island. The U.S. Underwriters' respective
obligations to contribute pursuant to this Section 3 are several in proportion
to the

<PAGE>

number of Initial U.S. Securities set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint.

SECTION 4. TERMINATION OF AGREEMENT. This Agreement shall terminate
three years from the date hereof; provided, however, that this Agreement shall
survive and remain in full force and effect with respect to any claim made prior
to such date of termination.

SECTION 5. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of [_______] and
notices to Hay Island shall be directed to it at [__________], attention of
[__________].

SECTION 6. PARTIES. This Agreement shall each inure to the benefit of
and be binding upon the U.S. Underwriters and Hay Island and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the U.S.
Underwriters and Hay Island and their respective successors and the controlling
persons and officers and directors referred to in Sections 3 and 4 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the U.S. Underwriters and Hay Island and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

SECTION 7. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 8. EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to Hay Island a counterpart hereof, whereupon this
instrument, along with all

<PAGE>

counterparts, will become a binding agreement between the U.S. Underwriters and
Hay Island in accordance with its terms.

Very truly yours,

HAY ISLAND HOLDING CORPORATION

By
--------------------------
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON BROTHERS INC
FORUM CAPITAL MARKETS L.P.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By
-----------------------------------------------------
Authorized Signatory

For itself and as U.S. Representatives of the other U.S. Underwriters named in
Schedule A of the Purchase Agreement.

<PAGE>

EXHIBIT 1.4

FORM OF INTERNATIONAL INDEMNITY AGREEMENT

December [__], 1996

MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
FORUM CAPITAL MARKETS L.P.
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Place
London EC2Y 9LY
England

Ladies and Gentlemen:

Swisher International Group Inc., a Delaware corporation (the "Company"),
a wholly owned subsidiary of Hay Island Holding Corporation, a Delaware
corporation ("Hay Island") is entering into an agreement dated the date hereof
(the "International Purchase Agreement") with Merrill Lynch International and
each of the other International Managers named in Schedule A to the
International Purchase Agreement (collectively, the "International Managers",
which term shall also include any underwriter substituted as provided in
Section 10 of the International Purchase Agreement), for whom Merrill Lynch
International, Salomon Brothers International Limited and Forum Capital Markets
L.P. are acting as representatives (in such capacity, the "Lead Managers"), with
respect to the issue and sale by the Company and the purchase by the
International Managers, acting severally and not jointly, of the respective
numbers of shares of Class A Common Stock, par value $.01 per share, of the
Company ("Class A Common Stock") set forth in said Schedule A, and with respect
to the grant by the Company to the International Managers, acting severally and
not jointly, of the option described in Section 2(b) of the International
Purchase Agreement to purchase all or any part of 180,000 additional shares of
Class A Common Stock to cover over-allotments, if any. The aforesaid 1,200,000
shares of Class A Common Stock (the "Initial International Securities") to be
purchased by the International Managers and all or any part of the 180,000
shares of Class A Common Stock subject to the option described in Section 2(b)
hereof (the "International Option Securities") are hereinafter called,
collectively, the "International Securities".

Additionally, the Company is entering into an agreement dated the date
hereof (the "Purchase Agreement") providing for the offering by the Company of
an aggregate of 4,800,000 shares of Class A Common Stock (the "Initial U.S.
Securities") through arrangements with certain underwriters in the United States
and Canada (the "U.S. Underwriters") for which Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Salomon Brothers
Inc and Forum Capital Markets L.P.

<PAGE>

are acting as representatives (the "U.S. Representatives") and the grant by the
Company to the U.S. Underwriters, acting severally and not jointly, of an option
to purchase all or any part of the U.S. Underwriters' pro rata portion of up to
720,000 additional shares of Class A Common Stock solely to cover
over-allotments, if any (the "U.S. Option Securities" and, together with the
International Option Securities, the "Option Securities"). The Initial U.S.
Securities and the U.S. Option Securities are hereinafter called the "U.S.
Securities."

The International Managers and the U.S. Underwriters are hereinafter
collectively called the "Underwriters," the Initial International Securities and
the Initial U.S. Securities are hereinafter collectively called the "Initial
Securities," and the International Securities and the U.S. Securities are
hereinafter collectively called the "Securities."

Hay Island understands that the International Managers propose to make a
public offering of the International Securities as soon as the Lead Managers
deem advisable after the International Purchase Agreement has been executed and
delivered.

The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-1 (No. 333-14975) covering the registration of
the Securities under the Securities Act of 1933, as amended (the "1933 Act"),
including the related preliminary prospectus or prospectuses. Promptly after
execution and delivery of the International Purchase Agreement, the Company will
either (i) prepare and file a prospectus in accordance with the provisions of
Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the
1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely
upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term
sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule
424(b). Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to International Securities (the "Form
of International Prospectus") and one relating to the U.S. Securities (the "Form
of U.S. Prospectus"). The information included in any such prospectus, if any,
or in any such Term Sheet, as the case may be, that was omitted

<PAGE>

from such registration statement at the time it became effective but that is
deemed to be part of such registration statement at the time it became effective
(a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A
Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as
"Rule 434 Information." Each Form of International Prospectus and Form of U.S.
Prospectus used before such registration statement became effective, and any
prospectus that omitted, as applicable, the Rule 430A Information or the Rule
434 Information, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto and
schedules thereto at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final Form of
International Prospectus and the final Form of U.S. Prospectus in the forms
first furnished to the Underwriters for use in connection with the offering of
the Securities are herein called the "International Prospectus" and the "U.S.
Prospectus," respectively, and collectively, the "Prospectuses." If Rule 434 is
relied on, the terms "International Prospectus" and "U.S. Prospectus" shall
refer to the preliminary International Prospectus dated November 29, 1996, and
the preliminary U.S. Prospectus dated November 29, 1996, respectively, each
together with the applicable Term Sheet and all references in this Agreement to
the date of such Prospectuses shall mean the date of the applicable Term Sheet.
For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus, the International Prospectus, the U.S. Prospectus or
any Term Sheet or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY HAY ISLAND. Hay Island represents
and warrants to, and agrees with, each International Manager as follows:

(i) GOOD STANDING OF HAY ISLAND. Hay Island has been duly organized
and is validly existing as a corporation in good standing under the laws of
the State of Delaware and has corporate power and authority to enter into
and perform its obligations under this Agreement and the U.S. Indemnity
Agreement.

(ii) AUTHORIZATION OF AGREEMENT. This Agreement and the U.S.
Indemnity Agreement have been duly authorized, executed and delivered by
Hay Island.

<PAGE>

(iii) THIRD PARTY CONSENTS. All authorizations and consents
necessary for the execution and delivery by Hay Island of this Agreement
and the U.S. Indemnity Agreement have been given and are in full force and
effect on the date hereof.

(b) OFFICER'S CERTIFICATES. Any certificate signed by any officer of Hay
Island delivered to the Global Coordinator, the Lead Managers or to counsel for
the International Managers in connection with this Agreement shall be deemed a
representation and warranty by Hay Island to each International Manager as to
the matters covered thereby.

SECTION 2. INDEMNIFICATION.

(a) INDEMNIFICATION OF INTERNATIONAL MANAGERS. (1) Hay Island agrees to
indemnify and hold harmless each International Manager and each person, if any,
who controls any International Manager within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that any such settlement is
effected with the written consent of Hay Island and the Company; and

(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill Lynch),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any

<PAGE>

claim whatsoever based upon any such untrue statement or omission, to the
extent that any such expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
International Manager through the Lead Managers expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the Prospectuses (or any amendment or supplement thereto).

(2) The obligations of Hay Island pursuant to this Section are joint and
several with respect to the obligations of the Company under the International
Purchase Agreement; PROVIDED, HOWEVER, that Hay Island's aggregate liability
under this Section shall be limited to an amount equal to $____ million.

(b) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 2(a)(1)
above, counsel to the indemnified parties shall be selected by Merrill Lynch.
An indemnifying party may participate at its own expense in the defense of any
such action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 2 or Section 3 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

<PAGE>

(c) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 2(a)(1)(ii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

SECTION 3. CONTRIBUTION. If the indemnification provided for in
Section 2 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits to Hay Island and
the Company on the one hand and the International Managers on the other hand
from the offering of the Securities pursuant to the International Purchase
Agreement or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
Hay Island and the Company on the one hand and of the International Managers on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations, PROVIDED that Hay Island's aggregate
liability under this Section 3 (together with any liability of Hay Island under
Section 3 of the U.S. Purchase Agreement) shall be limited to the aggregate
amount of $____ million.

Hay Island and the International Managers agree that it would not be just
and equitable if contribution pursuant to this Section 3 were determined by pro
rata allocation (even if the International Managers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 3.
The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 3 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any

<PAGE>

investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 3, no International Manager
shall be required to contribute any amount in excess of the amount by which the
total price at which the International Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such International Underwriter has otherwise been required to pay
by reason of any such untrue or alleged untrue statement or omission or alleged
omission.

For purposes of this Section 3, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each person, if any, who controls Hay Island within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as Hay Island. The International Managers'
respective obligations to contribute pursuant to this Section 3 are several in
proportion to the number of Initial International Securities set forth opposite
their respective names in Schedule A to the International Purchase Agreement and
not joint.

SECTION 4. TERMINATION OF AGREEMENT. This Agreement shall terminate
three years from the date hereof; PROVIDED, HOWEVER, that this Agreement shall
survive and remain in full force and effect with respect to any claim made prior
to such date of termination.

SECTION 5. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
International Managers shall be directed to the Lead Managers at North Tower,
World Financial Center, New York, New York 10281-1201, attention of [_______]
and notices to Hay Island shall be directed to it at [__________], attention of
[__________].

SECTION 6. PARTIES. This Agreement shall each inure to the benefit
of and be binding upon the International Managers and Hay Island and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the International Managers and Hay Island and

<PAGE>

their respective successors and the controlling persons and officers and
directors referred to in Sections 3 and 4 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the International Managers and Hay Island and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any International
Manager shall be deemed to be a successor by reason merely of such purchase.

SECTION 8. EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to Hay Island a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the International Managers and Hay Island in accordance with its terms.

Very truly yours,

HAY ISLAND HOLDING CORPORATION

By
--------------------------
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
FORUM CAPITAL MARKETS L.P.

<PAGE>

By: MERRILL LYNCH INTERNATIONAL

By
--------------------------------------------
Authorized Signatory

For itself and as Lead Managers of the other International Managers named in
Schedule A of the International Purchase Agreement.

<PAGE>
Exhibit 3.1

FORM OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SWISHER INTERNATIONAL GROUP INC.

Swisher International Group Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify as follows:

1. The present name of the Corporation is Swisher International Group Inc.
The Corporation was originally incorporated under the name "Royal American
Holding Corporation." and its original certificate of incorporation was filed
with the office of the Secretary of State of the State of Delaware on October
30, 1995.

2. This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation (the "Board") and by the sole
stockholder of the Corporation in accordance with Sections 228, 242, and 245 of
the DGCL.

3. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the certificate of incorporation of the
Corporation, as heretofore amended (the "Certificate of Incorporation").

4. Upon the filing (the "Effective Time") of this Certificate of
Incorporation pursuant to the DGCL, each share of the Corporation's common
stock, $1.00 par value per share, issued and outstanding immediately prior to
the Effective Time (the "Old Common Stock") shall be reclassified as and
changed into 281,000 validly issued, fully paid, and non-assessable shares of
Class B Common Stock authorized by Article FOURTH of the Certificate of
Incorporation (totaling 28,100,000 shares of Class B Common Stock), without
any action by the holder thereof (the "Reclassification"). Each share
certificate that theretofore represented a share or shares of Old Common
Stock shall thereafter represent the reclassified share or shares of Class B
Common Stock.

5. The text of the Certificate of Incorporation is amended and restated in
its entirety as follows:

FIRST: The name of the Corporation is Swisher International Group Inc.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 15 North Street, in the City of Dover, County of Kent. The
name of its registered agent at that address is Nationwide Information Services,
Inc.

<PAGE>

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the DGCL.

FOURTH:

(a) Authorized Capital Stock. The total number of shares of stock
that the Corporation shall have authority to issue is Ninety-Eight Million
One Hundred Thousand (98,100,000) shares, consisting of (1) Seventy Million
(70,000,000) shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") and (2) Twenty-Eight Million One Hundred Thousand
(28,100,000) shares of Class B Common Stock, par value $.01 per share (the
"Class B Common Stock"). The Class A Common Stock and Class B Common Stock
shall hereinafter collectively be called "Common Stock." The number of
authorized shares of any class or classes of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of a majority of the voting power of the
Common Stock of the Corporation entitled to vote generally in the election of
directors irrespective of the provisions of Section 242(b)(2) of the DGCL or
any corresponding provision hereinafter enacted.

(b) Terms of Common Stock. All shares of Class A Common Stock and
Class B Common Stock will be identical and will entitle the holders thereof to
the same rights and privileges, except as otherwise provided herein.

(1) Voting Rights. The holders of shares of Class A Common
Stock and of Class B Common Stock shall have the following voting rights:

(i) Each share of Class A Common Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Corporation.

(ii) Each share of Class B Common Stock shall entitle the
holder thereof to ten votes on all matters submitted to a vote of the
stockholders of the Corporation.

(iii) Except as otherwise required by applicable law, the
holders of shares of Class A Common Stock and the holders of shares of Class B
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

(2) Dividends and Distributions. 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
Corporation as may be declared thereon by the Board of Directors of the
Corporation out of assets or funds of the Corporation legally available
therefor, subject to any other provision of this Article FOURTH, Section (b)(2).
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

2
<PAGE>

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. 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 the 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 Corporation,
the Corporation 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 have one-tenth of the voting rights of each such 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 Corporation, the Corporation 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. Notwithstanding anything to the
contrary set forth herein, the dividend declared and paid from the proceeds
of the initial public offering of the Corporation's Class A Common Stock
shall be paid only to the holders of the Class B Common Stock.

(3) Transfer of Class B Common Stock.

(i) No Class B Holder (as defined below) may voluntarily or
involuntarily transfer (as defined below) any of such Class B Holder's interest
in his, her or its shares of Class B Common Stock (including, without
limitation, the power to vote or provide a consent with respect to his, her or
its shares of Class B Common Stock by proxy or otherwise, except for proxies
given to any Permitted Transferee (as defined below) of the Class B Holder or to
a person designated by the Board of Directors of the Corporation who is
soliciting proxies on behalf of the Corporation), and the Corporation and the
transfer agent for the Class B Common Stock, if any (the "Transfer Agent"),
shall not register the transfer of such shares of Class B Common Stock, except
to the Corporation or to a Permitted Transferee; provided, however, such
restrictions on transfer shall not apply to a merger, consolidation or business
combination of the Corporation with or into another corporation, whether or not
the Corporation is the surviving corporation. For the purposes of this Article
FOURTH, a "Permitted Transferee" shall include only the following persons: (A)
Mr. William Ziegler, III

3
<PAGE>

and his estate, guardian, conservator or committee; (B) each descendant of Mr.
William Ziegler, III (a "Ziegler Descendant") and their respective estates,
guardians, conservators or committees; (C) each Family Controlled Entity; and
(D) the trustees, in their respective capacities as such, of each Family
Controlled Trust. For purposes of this Article FOURTH, the term "Family
Controlled Entity" shall mean (A) any not-for-profit corporation if at least 80%
of its board of directors is composed of Mr. William Ziegler, III and/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 the value of its partnership interests are owned by Permitted
Transferees; and (D) any limited liability or similar company if at least 80% of
the value of the company is owned by Permitted Transferees. For purposes of this
Article FOURTH, the term "Family Controlled Trust" shall mean (A) the trusts set
forth on Schedule A hereto and (B) any trust the primary beneficiaries of which
are Mr. William Ziegler, III, Ziegler Descendants and/or charitable
organizations (collectively, "Ziegler Beneficiaries"). For purposes of this
provision, the primary beneficiaries of a trust will be deemed to be Ziegler
Beneficiaries if, under the maximum exercise of discretion by the trustee in
favor of persons who are not Ziegler Beneficiaries, the value of the interests
of such persons in such trust, computed actuarially, is 20% or less. The factors
and methods prescribed in Section 7520 of the Internal Revenue Code of 1986, as
amended, for use in ascertaining the value of certain interests shall be used in
determining a beneficiary's actuarial interest in a trust for purposes of
applying this provision. For purposes of this provision, the actuarial value of
the interest in a trust of any person in whose favor a testamentary power of
appointment may be exercised shall be deemed to be zero. For purposes of this
provision, in the case of a trust created by a Ziegler Descendant, the actuarial
value of the interest in such trust of any person who may receive trust property
only at the termination of the trust and then only in the event that, at the
termination of the trust, there are no living issue of such Ziegler Descendant
shall be deemed to be zero. Upon any purported transfer of shares of Class B
Common Stock not permitted under this Amended and Restated 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 Article FOURTH, Section
(b)(4), below.

(ii) Notwithstanding anything to the contrary set forth
herein, any Class B Holder may pledge such Class B Holder's shares of Class B
Common Stock to a financial institution pursuant to a bona fide pledge of such
shares as collateral security for indebtedness due to the pledgee; provided,
that, such shares shall remain subject to the provisions of this Article FOURTH,
Section (b)(3) and may not be transferred to, or voted by, the pledgee, except
as otherwise permitted by the provisions of Article FOURTH, Section (b)(3). In
the event of foreclosure or other similar action by the pledgee, such pledged
shares of Class B Common Stock may only be transferred to a Permitted Transferee
or converted into shares of Class A Common Stock, as the pledgee may elect.

<PAGE>

(iii) For purposes of this Section (b)(3):

(A) the relationship of any person that is derived by or
through legal adoption shall be considered a natural relationship;

(B) a minor who is a descendant of Mr. William Ziegler, III
and for whom shares of Class B Common Stock are held pursuant to a Uniform Gifts
to Minors Act or similar law shall be considered a Class B Holder of such shares
and the custodian who is the record holder of such shares shall not be
considered a Class B Holder;

(C) An incompetent stockholder who is a Permitted transferee
but whose shares are owned or held by a guardian or conservator shall be
considered a Class B Holder of such shares and such guardian or conservator who
is the holder of such shares shall not be considered a Class B Holder;

(D) unless otherwise specified, the term "person" means and
includes natural persons, corporations, partnerships, unincorporated
associations, firms, joint ventures, trusts and all other entities; and

(E) except as provided in clauses (B) and (C) above, the term
"Class B Holder" shall mean in respect of any share of Class B Common Stock, the
record holder of such share; provided, however, that if such record holder is a
nominee, the Class B Holder shall be the first person in the chain of ownership
of such share of Class B Common Stock who is not holding such share solely as a
nominee.

(iv) The Corporation may, in connection with preparing a list
of stockholders entitled to vote at any meeting of stockholders, or as a
condition to the transfer or the registration of shares of Class B Common Stock
on the Corporation's books, or at any other time, require the furnishing of such
affidavits or other proof as it deems necessary to establish that a Class B
Holder is a Permitted Transferee. Upon the determination by the Board of
Directors of the Corporation or a committee thereof that a Class B Holder is not
a Permitted Transferee, each share of Class B Common Stock held by such Class B
Holder shall thereupon be converted automatically into one (1) fully paid and
nonassessable share of Class A Common Stock pursuant to the procedures set forth
in Article FOURTH, Section (b)(4)(iii).

(v) Each certificate representing shares of Class B Common
Stock shall be endorsed with a legend that states that shares of Class B Common
Stock are not transferable other than to certain transferees and are subject to
certain restrictions as set forth in this Amended and Restated Certificate of
Incorporation filed by the Corporation with the Secretary of State of the State
of Delaware.

(vi) The term "Transfer," as used in this Article FOURTH,
shall mean transfer, sell, grant, proxy, appoint, assign, devise, distribute or
bequeath.

5
<PAGE>

(4) Conversion of Common Stock.

(i) If, on the record date for any meeting of stockholders of
the Corporation, the number of shares of Class B Common Stock then outstanding
constitutes less than 10% of the aggregate number of shares of Common Stock then
outstanding, as determined by the Board of Directors of the Corporation, each
share of Class B Common Stock then issued or outstanding shall thereupon be
converted automatically as of such record date into one (1) fully paid and
nonassessable share of Class A Common Stock and will have one vote per share at
such meeting. Upon making such determination, notice of such automatic
conversion shall be given by the Corporation by means of a press release and
written notice to all Class B Holders and shall be given as soon as practicable,
but no later than the next meeting of stockholders of the Corporation, and the
Secretary of the Corporation shall be instructed to, and shall promptly request
from each Class B Holder that each holder promptly deliver, and each holder
shall promptly deliver, the certificate representing each such share of Class B
Common Stock to the Corporation for exchange hereunder, together with
instruments of transfer, in form satisfactory to the Corporation and Transfer
Agent, duly executed by such holder or such holder's duly authorized attorney,
and together with transfer tax stamps or funds therefore, if required pursuant
to Section (b)(4)(vii).

(ii) Each Class B Holder shall be entitled to convert, at any
time and from time to time, any or all of the shares of such holder's Class B
Common Stock, on a one-for-one basis, into the same number of fully paid and
nonassessable shares of Class A Common Stock. Such right shall be exercised by
the surrender of the certificate or certificates representing the shares of
Class B Common Stock to be converted to the Corporation at any time during
normal business hours at the principal executive offices of the Corporation or
at the office of the Transfer Agent, accompanied by a written notice of the
holder of such shares stating that such holder desires to convert such shares,
or a stated number of the shares represented by such certificate or
certificates, into an equal number of shares of the Class A Common Stock, and
(if so required by the Corporation or the Transfer Agent) by instruments of
transfer, in form satisfactory to the corporation and to the Transfer Agent,
duly executed by such holder or such holder's duly authorized attorney, and
transfer tax stamps or funds therefor, if required pursuant Article FOURTH to
Section (b)(4)(vii).

(iii) As set forth in Article FOURTH Section (b)(3)(iii), upon
the determination by the Board of Directors of the Corporation or a committee
thereof that a Class B Holder is not a Permitted Transferee, each share of Class
B Common Stock, or any beneficial interest therein, held by such Class B Holder
shall thereupon be converted automatically into one (1) fully paid and
nonassessable share of Class A Common Stock. A determination by the Board of
Directors of the Corporation that a Class B Holder is not a Permitted Transferee
and therefore a conversion is required shall be conclusive. Upon making such a
determination, the Secretary of the Corporation shall be instructed to, and
shall promptly request from the holder of record of each such share of Class B
Common Stock that each such holder promptly deliver, and each such holder shall
promptly deliver, the certificate representing each such share of Class B Common
Stock to the Corporation for exchange

6
<PAGE>

hereunder, together with instruments of transfer, in form satisfactory to the
Corporation and Transfer Agent, duly executed by such holder or such holder's
duly authorized attorney, and together with transfer tax stamps or funds
therefore, if required pursuant to Article FOURTH, Section (b)(4)(vii).

(iv) As promptly as practicable following the surrender for
conversion of a certificate representing shares of Class B Common Stock in the
manner provided in Article FOURTH, Section (b)(4)(i), (ii) or (iii), as
applicable, and the payment in cash of any amount required by the provisions of
Article FOURTH, Section (b)(4)(vii), the Corporation will deliver or cause to be
delivered at the office of the Transfer Agent, a certificate or certificates
representing the number of full shares of Class A Common Stock issuable upon
such conversion, issued in such name or names as such holder may direct. In the
case of a conversion under Article FOURTH, Section (b)(4)(i), such conversion
shall be deemed to have been made on the record date for such meeting of
stockholders on which the condition set forth in Article FOURTH, Section
(b)(4)(i) is determined by the Board of Directors of the Corporation to have
occurred. In the case of a conversion under Article FOURTH, Section (b)(4)(ii),
such conversion shall be deemed to have been effected immediately prior to the
close of business on the date of the surrender of the certificate or
certificates representing shares of Class B Common Stock. In the case of a
conversion under Article FOURTH, Section (b)(4)(iii), such conversion shall be
deemed to have been made on the date of transfer. Upon the date any conversion
under Section (b)(4)(i) is made or effected, all rights of the holder of such
shares as such holder shall cease, and the person or persons in whose name or
names the certificate or certificates representing the shares of Class A Common
Stock are to be issued shall be treated for all purposes as having become the
record holder or holders of such shares of Class A Common Stock. Upon the date
any conversion under Section (b)(4)(ii) is made or effected, all rights of the
holder of such shares as such holder shall cease, and the person or persons in
whose name or names the certificate or certificates representing the shares of
Class A Common Stock are to be issued shall be treated for all purposes as
having become the record holder or holders of such shares of Class A Common
Stock; provided, however, that if any such surrender and payment occurs on any
date when the stock transfer books of the Corporation shall be closed, the
person or persons in whose name or names the certificate or certificates
representing shares of Class A Common Stock are to be issued shall be deemed the
record holder or holders thereof for all purposes immediately prior to the close
of business on the next succeeding day on which the stock transfer books are
open. Upon the date any conversion under Article FOURTH, Section (b)(4)(iii) is
made, all rights of the holder of such shares as such holder shall cease, and
the new owner or owners of such shares shall be treated for all purposes as
having become the record holder or holders of such shares of Class A Common
Stock.

(v) In the event of a reclassification or other similar
transaction as a result of which the shares of Class A Common Stock are
converted into another security, then a Class B Holder shall be entitled to
receive upon conversion the amount of such security that such holder would have
received if such conversion had occurred immediately prior to the record date of
such reclassification or other similar transaction. No adjustments in respect of

7
<PAGE>

dividends shall be made upon the conversion of any share of Class B Common
Stock; provided, however, that if a share shall be converted subsequent to the
record date for the payment of a dividend or other distribution on shares of
Class B Common Stock but prior to such payment, then the registered holder of
such share at the close of business on such record date shall be entitled to
receive the dividend or other distribution payable on such share on such date
notwithstanding the conversion thereof or the Corporation's default in payment
of the dividend due on such date.

(vi) The Corporation covenants that it will at all times
reserve and keep available out of its authorized but unissued shares of Class A
Common Stock, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Common Stock, such number of shares of Class A
Common Stock that shall be issuable upon the conversion of all such outstanding
shares of Class B Common Stock; provided, that, nothing contained herein shall
be construed to preclude the Corporation from satisfying its obligations in
respect of the conversion of the outstanding shares of Class B Common Stock by
delivery of purchased shares of Class A Common Stock which are held in the
treasury of the Corporation. [The Corporation covenants that if any shares of
Class A Common Stock required registration with or approval of any governmental
authority under any federal or state law before such shares of Class A Common
Stock may be issued upon conversion, the Corporation will cause such shares to
be duly registered or approved, as the case may be. The Corporation will
endeavor to use its best efforts to list the shares of Class A Common Stock
required to be delivered upon conversion prior to such delivery upon each
national securities exchange upon which the outstanding Class A Common Stock is
listed at the time of such delivery.] The Corporation covenants that all shares
of Class A Common Stock that shall be issued upon conversion of the shares of
fully paid and nonassessable Class B Common Stock will, upon issue, be fully
paid and nonassessable.

(vii) The issuance of certificates for shares of Class A
Common Stock upon conversion of shares of Class B Common Stock shall be made
without charge to the holders of such shares for any stamp or other similar tax
in respect of such issuance; provided, however, that, if any such certificate is
to be issued in a name other than that of the holder of the share or shares of
Class B Common Stock converted, then the person or persons requesting the
issuance thereof shall pay to the Corporation the amount of any tax that may be
payable in respect of any transfer involved in such issuance or shall establish
to the satisfaction of the Corporation that such tax has been paid.

(viii) Shares of Class B Common Stock that are converted into
shares of Class A Common Stock as provided herein shall continue to be
authorized shares of Class B Common Stock and available for reissue by the
Corporation; provided, however, that no shares of Class B Common Stock shall be
reissued except as expressly permitted by Article FOURTH of this Amended and
Restated Certificate of Incorporation.

(ix) The Class A Common Stock has no conversion rights.

8
<PAGE>

(5) Stock Splits. The Corporation shall not in any manner
subdivide (by any stock split, stock dividend, reclassification,
recapitalization or otherwise) or combine (by reverse stock split,
reclassification, recapitalization or otherwise) the outstanding shares of one
class of Common Stock unless the outstanding shares of all classes of Common
Stock shall be proportionately subdivided or combined.

(6) Options, Rights or Warrants.

(i) The Corporation shall not make any offering of options,
rights or warrants to subscribe for shares of Class B Common Stock. The
Corporation may make offerings of options, rights or warrants to subscribe for
shares of any other class or classes of capital stock (other than Class B Common
Stock) to all holders of Class A Common Stock or Class B Common Stock if an
identical offering is made simultaneously to the holders of the other class. All
such options, rights or warrants offerings shall offer the respective holders of
Class A Common Stock and Class B Common Stock the right to subscribe at the same
rate per share.

(ii) Subject to Article FOURTH, Sections (b)(4)(v) and
(b)(6)(i), the Corporation shall have the power to create and issue, whether or
not in connection with the issuance and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders thereof
to purchase from the Corporation any shares of its capital stock of any class or
classes at the time authorized (other than Class B Common Stock), such rights or
options to have such terms and conditions, and to be evidenced by or in such
instrument or instruments, as shall be approved by the Board of Directors.

(7) Mergers, Consolidation, Etc. 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).

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(8) Liquidation Rights. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether
voluntary or involuntary, after payment or provision for payment of the debts
and other liabilities of the Corporation the remaining assets and funds of
the Corporation, if any shall be divided among and paid ratably to the
holders of the Class A Common Stock and the Class B Common Stock treated as a
single class.

FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors:

(a) Powers of the Board of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors selected as provided by law and this Certificate of Incorporation and
the By-Laws of the Corporation. In furtherance, and not in limitation, of the
powers conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to:

(1) adopt, amend, alter, change or repeal By-Laws of the
Corporation; provided, however, that no Bylaw hereafter adopted shall invalidate
any prior act of the Corporation that would have been valid if such new By-Laws
had not been adopted;

(2) subject to the By-Laws as from time to time in effect,
determine the rules and procedures for the conduct of the business of the Board
of Directors and the management and direction by the Board of Directors of the
business and affairs of the Corporation, including the power to designate and
empower committees of the Board of Directors, to elect, or designate and empower
officers and other agents of the Corporation, and to determine the time and
place of, the notice requirements for, and the manner of conducting, Board
meetings, as well as other notice requirements for, and the manner of taking,
Board action.

(b) Number of Directors. The number of Directors shall be determined
from time to time by the Board of Directors of the Corporation by the
affirmative vote of directors constituting at least a majority of the entire
board. The use of the phrase "entire board" refers to the total number of
directors which the Corporation would have if there were no vacancies.

(c) Personal Liability. No director shall be personally liable to
the Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit. If
the DGCL is amended hereafter to authorize the further elimination or limitation
of liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the DGCL, as
so amended. Any repeal or

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modification of this Article FIFTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

(d) Committees. A majority of a quorum of directors may designate
one or more committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. The ByLaws may provide that in the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the ByLaws of the corporation, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the By-Laws of the Corporation; and, unless the resolution or
By-Laws expressly so provide, no such committee shall have the power or
authority to declare a dividend or authorize the issuance of stock.

(e) Sale of Substantially All the Assets. When and as authorized by
the stockholders in accordance with statute the board may sell, lease or
exchange all or substantially all of the property and assets of the corporation,
including its goodwill and its corporate franchises, upon such terms and
conditions and for such consideration, which may consist in whole or in part of
money or property including shares of stock in, or other securities of, any
other corporation or corporations, as its board of directors shall deem
expedient and for the best interests of the Corporation.

(f) General Powers. In addition to the powers and authority
hereinbefore or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject, nevertheless, to the
provisions of the DGCL, this Certificate of Incorporation and any By-Laws
adopted by the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the directors
which would have been valid if such By-Laws had not been adopted.

(g) Section 203. The Corporation expressly elects not to be governed
by Section 203 of the DGCL.

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(h) Vacancies. Except as otherwise required by law, any vacancy in
the Board of Directors for any reason and any newly created directorship
resulting by reason of any increase in the number of directors may be filled by
the Board of Directors, by resolution adopted by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum (or by a sole remaining director); provided, however, that if not so
filled, any such vacancy shall be filled by the stockholders at the next annual
meeting or at a special meeting called for that purpose. Any director so
appointed shall hold office until the next meeting of stockholders at which
directors of the class for which such director has been chosen are to be elected
and until his or her successor is elected and qualified.

(i) Removal of Directors. Any or all of the directors may be
removed, with or without cause, at any time by a majority of the votes cast by
the stockholders then entitled to vote generally in the election of directors,
voting together as a single class, at a special meeting called for that purpose.
Any director may be removed for cause by the action of the directors at a
special meeting called for that purpose. For the purposes of this Section (i) of
Article FIFTH, "cause" shall mean the failure of a director to substantially
perform such director's duties to the Corporation (other than any such failure
resulting from incapacity due to physical or mental illness) or the wilful
engaging by a director in gross misconduct injurious to the Corporation.

SIXTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board or
in the By-Laws.

SEVENTH: The Corporation shall indemnify its directors and officers to the
fullest extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall inure to the benefit of
his or her heirs, executors and personal and legal representatives; provided,
however, that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board of Directors. The
right to indemnification conferred by this Article SEVENTH shall include the
right to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.

The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article SEVENTH to directors and officers of the Corporation.

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The rights to indemnification and to the advance of expenses conferred in
this Article SEVENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under this Certificate of Incorporation, the
By-Laws, any statute, agreement, vote of stockholders or disinterested directors
or otherwise.

Any repeal or modification of this Article SEVENTH by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and to
the advancement of expenses of a director or officer of the Corporation existing
at the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.

EIGHTH: The Board of Directors shall have the power to adopt, amend or
repeal the By-Laws by the affirmative vote of at least a majority of the
directors then in office. The affirmative vote of the holders of not less than a
majority of the voting power of all shares of capital stock of the Corporation
then entitled to vote generally in the election of directors, voting as a single
class, shall be required to adopt, amend or repeal the By-Laws (notwithstanding
the fact that approval by a lesser percentage may be permitted by the DGCL).

NINTH: The Corporation hereby reserves the right from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation in any manner permitted by law and all rights and powers conferred
upon stockholders, directors and officers herein are granted subject to this
reservation. In addition to any vote otherwise required by law, any such
amendment, alteration, change or repeal shall require approval of both (a) the
Board of Directors by the affirmative vote of a majority of the members then in
office and (b) the holders of a majority of the voting power of all the shares
of capital stock of the Corporation entitled to vote generally in the election
of directors, voting together as a single class.

TENTH:

(a) Action by Stockholders. Any action required or permitted to be
taken by the holders of the issued and outstanding stock of the Corporation may
be effected at an annual or special meeting of stockholders duly called and held
in accordance with law and this Certificate of Incorporation and the By-Laws,
or, as long as any shares of Class B Common Stock are outstanding, without a
meeting, by written consent, setting forth the action so taken, signed by the
holders of outstanding shares entitled to vote thereon having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a stockholders' meting at which all shares entitled to vote thereon were
present. If no shares of Class B Common Stock are outstanding, such written
consent shall require the signature by holders of all outstanding shares
entitled to vote thereon.

(b) Special Meetings of Stockholders. Except as otherwise required
by law, special meetings of stockholders may be called only by the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Operating Officer
or by the Board of

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Directors pursuant to a resolution adopted by the affirmative vote of a majority
of the entire Board. The holders of a majority of the voting power of all the
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall have the right
to request that the Chairman of the Board call a special meeting of the
stockholders.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Incorporation to be duly executed this ___ day of December, 1996.

SWISHER INTERNATIONAL GROUP INC.

By:____________________________________
Name: William Ziegler, III
Title: Chief Executive Officer

By:____________________________________
Name: Karl H. Ziegler
Title: Secretary

<PAGE>
Exhibit 3.2

FORM OF

AMENDED AND RESTATED

BY-LAWS

SWISHER INTERNATIONAL GROUP INC.

, 1996
<PAGE>

TABLE OF CONTENTS

ARTICLE

OFFICES................................................................1
Section 1. Registered Office....................................1
Section 2. Other Offices........................................1

ARTICLE II

MEETINGS OF STOCKHOLDERS...............................................1
Section 1. Place of Meetings....................................1
Section 2. Annual Meetings......................................1
Section 3. Special Meetings.....................................1
Section 4. Quorum...............................................2
Section 5. Voting...............................................2
Section 6. List of Stockholders Entitled to Vote................2
Section 7. Consent of Stockholders in Lieu of Meeting...........3
Section 8. Stock Ledger.........................................3
Section 9. Inspectors of Election...............................3

ARTICLE III

DIRECTORS..............................................................4
Section 1. Number and Election of Directors.....................4
Section 2. Vacancies............................................4
Section 3. Duties and Powers....................................4
Section 4. Meetings.............................................5
Section 5. Quorum...............................................5
Section 6. Meetings by Means of Conference Telephone............5
Section 7. Action by Written Consent............................6
Section 8. Compensation.........................................6
Section 9. Interested Directors.................................6

ARTICLE IV

COMMITTEES.............................................................7
Section 1. Constitution and Powers..............................7
Section 2. Executive Committee..................................7
Section 3. Compensation Committee...............................7
Section 4. Audit Committee......................................7
Section 5. Pension Committee....................................8
Section 6. Organization.........................................8
Section 7. Meetings.............................................8
Section 8. Quorum and Manner of Acting..........................8
Section 9. General..............................................8

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ARTICLE V

OFFICERS...............................................................8
Section 1. General..............................................8
Section 2. Election.............................................8
Section 3. Voting Securities Owned by the Corporation...........9
Section 4. Chairman of the Board of Directors...................9
Section 5. Chief Executive Officer..............................9
Section 6. Chief Operating Officer.............................10
Section 7. President...........................................10
Section 8. Executive Vice Presidents...........................10
Section 9. Chief Financial Officer.............................11
Section 10. Senior Vice Presidents.............................11
Section 11. Vice Presidents....................................11
Section 12. Secretary..........................................11
Section 13. Treasurer..........................................12
Section 14. Assistant Secretaries..............................12
Section 15. Assistant Treasurers...............................12
Section 16. Other Officers.....................................13

ARTICLE VI

STOCK.................................................................13
Section 1. Form of Certificates................................13
Section 2. Signatures..........................................13
Section 3. Lost, Destroyed, Stolen or Mutilated Certificates...14
Section 4. Transfers...........................................14
Section 5. Limitations on Transfer.............................14
Section 6. Record Date.........................................14
Section 7. Beneficial Owners...................................15

ARTICLE VII

NOTICES...............................................................15
Section 1. Notices.............................................15
Section 2. Waivers of Notice...................................15

ARTICLE VIII

GENERAL PROVISIONS....................................................15
Section 1. Dividends...........................................15
Section 2. Disbursements.......................................16
Section 3. Fiscal Year.........................................16
Section 4. Corporate Seal......................................16

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ARTICLE IX

INDEMNIFICATION.......................................................16
Section 1. Power to Indemnify in Actions, Suits or Proceedings
other Than Those by or in the Right of the Corporation....16
Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation...............17
Section 3. Authorization of Indemnification....................17
Section 4. Good Faith Defined..................................17
Section 5. Indemnification by a Court..........................18
Section 6. Expenses Payable in Advance.........................18
Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses.........................................18
Section 8. Insurance...........................................19
Section 9. Certain Definitions.................................19
Section 10. Survival of Indemnification and Advancement
of Expenses.......................................19
Section 12. Indemnification of Employees and Agents............19

ARTICLE X

AMENDMENTS OF BY-LAWS.................................................20
Section 1. Amendments of By-Laws...............................20
Section 2. Entire Board of Directors...........................20

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<PAGE>

BY-LAWS
(as amended and restated)
OF
SWISHER INTERNATIONAL GROUP INC.
(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation
shall be located in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors of the Corporation (the "Board Of Directors") may from time to time
determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of stockholders for the
election of directors or for any other purpose shall be held either within or
without the State of Delaware, at such time and place as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders (the
"Annual Meeting of the Stockholders") shall be held on such date and at such
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which meetings the stockholders shall
elect a Board of Directors by a majority of all the shares entitled to vote at
the meeting, and transact such other business as may properly be brought before
the meeting. Written notice of the Annual Meeting of Stockholders stating the
place, date and hour of the meeting shall be given to each stockholder of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the
certificate of incorporation of the Corporation (as amended and/or restated from
time to time, the "Certificate of Incorporation"), special Meetings of
stockholders (the "Special Meetings of the Stockholders"), for any purpose or
purposes, may be called by either (i) the Chief Executive Officer, (ii) the
Chief Executive Officer or (iii) the Board of Directors. The holders of not less
than a majority of all the shares entitled to vote at the meeting may also
request that the

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Chairman of the Board call a Special Meeting of the Stockholders, provided, that
such request shall state the purpose or purposes of the proposed meeting.
Written notice of a Special Meeting of Stockholders stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. At a
Special Meeting of the Stockholders, only such business as shall be specified in
the notice of meeting (or any supplement thereto) shall be conducted.

Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority in total number of votes
of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the officer of the Corporation presiding at the
meeting of stockholders or the holders of a majority in number of votes of the
capital stock entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting of the time and place of the adjourned
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a written
notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting not less than ten (10) nor more than sixty (60) days before
the date of the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of a
majority of the total number of votes of the capital stock present, in person or
represented by proxy, and entitled to vote thereat. Such votes may be cast in
person or by proxy but no proxy shall be voted on or after three years from its
date, unless such proxy provides for a longer period. The Board of Directors, in
its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof,

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and may be inspected by any stockholder of the Corporation who is present.

Section 7. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of
stockholders to take the action were delivered to the Corporation as provided in
this Section 7. In the event that the action which is consented to is such as
would have required the filing of a certificate under the General Corporation
Law of the State of Delaware if such action had been voted on by stockholders at
a meeting thereof, the certificate filed shall state, in lieu of any statement
concerning any vote of stockholders, that written consent has been given in
accordance with this Section 7.

Section 8. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 9. Inspectors of Election. In advance of any meeting of
stockholders, the Board of Directors by resolution may appoint one or more
inspectors of election to act at the meeting and make a written report thereof.
One or more other persons may be designated as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is present, ready
and willing to act at a meeting of stockholders, the officer of the Corporation
presiding at the meeting of stockholders shall appoint one or more inspectors to
act at the meeting. Unless otherwise required by law, inspectors may be
officers, employees or agents of the Corporation. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector shall have the duties
prescribed by law and shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.

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<PAGE>

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall
consist of not less than two (2) nor more than twenty (20) members, the exact
number of which shall be fixed from time to time by the affirmative vote of
directors constituting at lease a majority of the entire board. For the purposes
of the preceding sentence, "entire board" refers to the total number of
directors which the Corporation would have if there were no vacancies. Except as
provided in Section 2 of this Article III, directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders, and each
director so elected shall hold office until the next Annual Meeting and until
his successor is duly elected and qualified, or until his death, or until his
earlier resignation or removal. Any director may resign at any time upon notice
to the Corporation. Directors shall be at least eighteen (18) years of age and
need not be residents of the State of Delaware. Each director must own at least
100 shares of the Common Stock of the Corporation. Any or all of the directors
may be removed, with or without cause, at any time by a majority of the votes
cast by the stockholders then entitled to vote generally in the election of
directors, voting together as a single class, at a special meeting called for
that purpose. Any director may be removed for cause by the action of the
Directors at a special meeting called for that purpose. For the purposes of
this Section 1 of Article III, "cause" shall mean the failure of a director to
substantially perform such director's duties to the Corporation (other than
any such failure resulting from incapacity due to physical or mental illness)
or the wilful engaging by a director in gross misconduct injurious to the
Corporation.

Section 2. Vacancies. Except as otherwise required by law, any vacancy in
the Board of Directors for any reason and any newly created directorship
resulting by reason of any increase in the number of directors may be filled
only be the Board of Directors, by resolution adopted by the affirmative vote of
a majority of the remaining directors then in office, even though less than a
quorum (or by a sole remaining director); provided, however, that if not so
filled, any such vacancy shall be filled by a majority of the voting power of
the capital stock at the next annual meeting or at a special meeting called for
that purpose. Any director so appointed shall hold office until the next meeting
of stockholders at which directors of the class for which such director has been
chosen are to be elected and until his or her successor is elected and
qualified.

Section 3. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors selected as
provided by law and the Certificate of Incorporation and these By-Laws. In
furtherance, and not in limitation, of the powers conferred by the laws of the
State of Delaware, the Board of Directors is expressly authorized to:

(1) adopt, amend, alter, change or repeal By-Laws of the
Corporation; provided, however, that no By-Law hereafter adopted shall
invalidate any prior act of the Corporation that would have been valid if such
new By-Laws had not been adopted.

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<PAGE>

(2) subject to the By-Laws as from time to time in effect, determine
the rules and procedures for the conduct of the business of the Board of
Directors and the management and direction by the Board of Directors of the
business and affairs of the Corporation, including the power to designate and
empower committees of the Board of Directors, to elect, or designate and empower
officers and other agents of the Corporation, and to determine the time and
place of, the notice requirements for, and the manner of conducting, Board
meetings, as well as other notice requirements for, and the manner of taking,
Board action.

In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the DGCL, the
Certificate of Incorporation and these By-Laws; provided, however, that no
amendments to these By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
amendments had not been adopted.

Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held at such time
and at such place as may from time to time be determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special meetings of the Board of Directors may be called by the Chairman
of the Board, the Chief Executive Officer, the Chief Operating Officer, the
President, or by a majority of directors then in office. Notice thereof stating
the place, date and hour of the meeting shall be given to each director either
by mail not less than forty-eight hours before the date of the meeting; by
telephone, telecopy, or telegram on twenty-four (24) hours notice; or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting of the time
and place of the adjourned meeting, until a quorum shall be present.

Section 6. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or

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similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 6 shall constitute presence in person at such meeting.

Section 7. Action by Written Consent. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

Section 8. Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors or any committee
thereof. Directors who do not receive compensation as officers or employees may
be paid a fixed retainer fee and fees for attendance at each meeting of the
Board of Directors or any committee thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 9. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

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ARTICLE IV

COMMITTEES

Section 1. Constitution and Powers. A majority of a quorum of the Board of
Directors may designate one or more committees, each committee to consist of one
or more of the directors of the Corporation, except as otherwise provided in
these By-Laws. The Board of Directors may designate one or more directors as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act in the place of any absent or
disqualified member. Each committee, to the extent permitted by law, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation as provided in the
resolution establishing such committee.

Section 2. Executive Committee. The Board of Directors may designate an
Executive Committee, to consist of not less than two members of the Board of
Directors, which shall have and may exercise, to the extent permitted by law,
all of the powers of the Board of Directors in the management of the business
and affairs of the Corporation.

Section 3. Compensation Committee. The Board of Directors may designate a
Compensation Committee, to consist of not less than two members of the Board of
Directors, which shall have 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 Internal Revenue
Code of 1986, as amended.

Section 4. Audit Committee. The Board of Directors may designate an Audit
Committee, to consist of not less than two members of the Board of Directors,
which shall have the responsibility of reviewing and supervising the financial
controls of the Corporation. The Audit Committee's responsibilities will include
(i) making recommendations to the Board of Directors of the Corporation with
respect to the Corporation's financial statements and the appointment of
independent auditors, (ii) reviewing significant audit and accounting policies
and practices of the Corporation, (iii) meeting with the Corporation'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 Corporation. The Audit Committee will consist of at
least two Directors who are neither officers nor employees of the Corporation.

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Section 5. Pension Committee. The Board of Directors may designate a
Pension Committee, to consist of not less than two members of the Board of
Directors, which shall have the responsibility for overseeing the administration
of the Corporation's benefit plans.

Section 6. Organization. The Board of Directors or each such committee may
choose its Chairman and Secretary, and shall keep and record all its acts and
proceedings and report the same from time to time to the Board of Directors.

Section 7. Meetings. Regular meetings of any such committee, of which no
notice shall be necessary, shall be held at such times and in such places as
shall be fixed by the committee or by the Board of Directors. Special meetings
of any such committee shall be held at the request of any member of the
committee.

Section 8. Quorum and Manner of Acting. A majority of the members of any
such committee shall constitute a quorum for the transaction of business, and
the act of a majority of those present at any meeting at which a quorum is
present shall be the act of the committee.

Section 9. General. The Board of Directors shall have the power at any
time to change the members of, fill vacancies in, and discharge or disband any
such committee, either with or without cause.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, a Chief Operating
Officer, a President, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, a Secretary and a Treasurer. The Board of Directors, in its
discretion, may also choose a Chairman of the Board of Directors (who must be a
director) and one or more Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless otherwise
prohibited by law, the Certificate of Incorporation or these By-Laws. The
officers of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, need such officers
be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting held
after each Annual Meeting of Stockholders may elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office

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of the Corporation shall be filled by the Board of Directors. The salaries of
all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by any officer of the Corporation and any such officer
may, in the name of and on behalf of the Corporation, take all such action as
any such person may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and power incident to the ownership of such securities and which, as the
owner thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board
of Directors, if there be one, shall preside at all meetings of the stockholders
and of the Board of Directors. The Chairman of the Board of Directors may enter
into and execute in the name of the Corporation deeds, mortgages, bonds,
guarantees, contracts and other instruments (collectively, "Contracts"),
including all Contracts requiring a seal, under the seal of the Corporation,
except in cases where the making and execution thereof shall be expressly
restricted or delegated by the Board of Directors or by a duly authorized
committee of directors, or by these By-Laws to some other officer or agent of
the Corporation, or shall be required by law otherwise to be made or executed by
some other officer or agent of the Corporation. During the absence or disability
of the Chief Executive Officer, the Chief Operating Officer and/or the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of such officers. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.

Section 5. Chief Executive Officer. The Chief Executive Officer shall be
responsible to the Board of Directors and the Executive Committee for the
formulation and presentation to the Board of Directors of the financial and
business policies of the Corporation. The Chief Executive Officer shall, in the
absence of the Chairman of the Board, preside at all meetings of the
stockholders and of the Board of Directors. The Chief Executive Officer may
enter into and execute in the name of the Corporation any Contracts, including
all Contracts requiring a seal, under the seal of the Corporation, except in
cases where the making and execution thereof shall be expressly restricted or
delegated by the Board of Directors or by a duly authorized committee of
directors, or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be made or executed by
some other officer or agent of the Corporation. The Chief Executive Officer
shall also perform such other duties and may exercise such other powers as from
time to time may be assigned to him by these By-Laws or by the Board of
Directors.

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Section 6. Chief Operating Officer. The Chief Operating Officer shall be
responsible to the Board of Directors, the Executive Committee for the
formulation and implementation of the financial and business policies of the
Corporation approved by the Board of Directors or the Executive Committee. The
Chief Operating Officer shall, in the absence of the Chairman of the Board and
the Chief Executive Officer, preside at all meetings of the stockholders and of
the Board of Directors. The Chief Operating Officer may enter into and execute
in the name of the Corporation any Contracts, including all Contracts requiring
a seal, under the seal of the Corporation, except in cases where the making and
execution thereof shall be expressly restricted or delegated by the Board of
Directors or by a duly authorized committee of directors, or by these By-Laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be made or executed by some other officer or agent of the
Corporation. The Chief Operating Officer shall also perform such other duties
and may exercise such other powers as from time to time may be assigned to him
by these By-Laws or by the Board of Directors or the Executive Committee.

Section 7. President. The President shall, subject to the control of the
Board of Directors, the Executive Committee, the Chairman of the Board of
Directors, the Chief Executive Officer and the Chief Operating Officer shall
have general supervision of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors or the Executive Committee
are carried into effect. The President may enter into and execute Contracts in
the name of the Corporation, including all Contracts requiring a seal, under the
seal of the Corporation, except in cases where the making and execution thereof
shall be expressly restricted or delegated by the Board of Directors or by a
duly authorized committee of directors, by the Chairman of the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law otherwise to be made or executed by some other
officer or agent of the Corporation. In the absence or disability of the
Chairman of the Board of Directors, Chief Executive Officer and the Chief
Operating Officer, the President shall preside at all meetings of the
stockholders and the Board of Directors. The President shall also perform such
other duties and may exercise such other powers as from time to time may be
assigned to him by these By-Laws or by the Board of Directors.

Section 8. Executive Vice Presidents. The Executive Vice Presidents,
subject to the control of the Board of Directors, the Executive Committee, the
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer and the President shall be responsible for the direction and
management of the respective departments of the Corporation they shall be
assigned. At the request of the President or in his absence or in the event of
his inability or refusal to act the Executive Vice Presidents or the Executive
Vice Presidents, if there is more than one (in the order designated by the Board
of Directors), shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Executive Vice President may enter into and execute Contracts in
the name of the Corporation, including all Contracts requiring a seal, under the
seal of the Corporation, except in cases where the making and execution thereof
shall be expressly restricted or otherwise delegated by these By-Laws or by the
Board of Directors, a

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duly authorized committee of directors, the Chairman of the Board of Directors,
the Chief Executive Officer, the Chief Operating Officer, the President or any
other officer to whom they report, or shall be required by law otherwise to be
made or executed by some other officer or agent of the Corporation. Each
Executive Vice President shall perform such other duties and have such other
powers as the Board of Directors from time to time may prescribe.

Section 9. Chief Financial Officer. The Chief Financial Officer shall,
subject to the control of the Board of Directors, the Executive Committee, the
Chairman of the Board of Directors, the Chief Executive Officer and the Chief
Operating Officer, managing and directing the financial affairs of the
Corporation, including, without limitation, the maintenance of adequate cash
reserves of cash, short and long term credit facilities, monitoring compliance
with financial covenants, formulation of financial plans and projections. The
Chief Financial Officer may enter into and execute in the name of the
Corporation any Contracts, including all Contracts requiring a seal, under the
seal of the Corporation, except in cases where the making and execution thereof
shall be expressly restricted or delegated by the Board of Directors or by a
duly authorized committee of directors, or by these By-Laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be
made or executed by some other officer or agent of the Corporation. The Chief
Financial Officer shall also be responsible for (i) overseeing the preparation
and maintenance of reasonable and adequate books of account and other accounting
records of the assets, liabilities and transactions of the Corporation in
accordance with generally accepted accounting principles and procedures, (ii)
seeing that reasonable and adequate audits thereof are regularly made and that
reasonable and adequate systems of financial control are maintained, (iii)
overseeing the examination and certification of the financial accounts and
reports of the Corporation, (iv) overseeing the preparation and filing of all
income, franchise, sales and excise tax filings of the Corporation and its
subsidiaries, (v) overseeing the preparation and filing of all filings required
to be made by the Corporation pursuant to any federal, state or other securities
laws and (vi) overseeing the preparation of such budgets and other financial
reports as the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer, the Chief Operating Officer, the President or any other
officer to whom the Chief Financial Officer reports may require. Chief Financial
Officer shall perform such other duties and have such other powers as the Board
of Directors from time to time may prescribe.

Section 10. Senior Vice Presidents. The Senior Vice Presidents shall,
subject to the control of the Executive Vice Presidents participate in the
direction and management of the respective departments of the Corporation they
shall be assigned. Each Senior Vice President shall perform such other duties
and have such other powers as the Board of Directors from time to time may
prescribe. The Senior Vice Presidents shall report to the Executive Vice
President for their assigned department.

Section 11. Vice Presidents. The Vice Presidents shall, subject to the
control of the Executive Vice Presidents and the Senior Vice Presidents direct
the operation of the respective departments of the Corporation they shall be
assigned. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may

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prescribe. The Vice Presidents shall report to the Senior Vice President for
their assigned department.

Section 12. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature. The Secretary
shall see that all books, reports, statements, certificates and other documents
and records required by law to be kept or filed are properly kept or filed, as
the case may be.

Section 13. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

Section 14. Assistant Secretaries. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, any Vice President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.

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Section 15. Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

Section 16. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

ARTICLE VI

STOCK

Section 1. Form of Certificates. (a) Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the Chief Executive
Officer, the Chief Operating Officer, the President or an Executive Vice
President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation.

(b) If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise required by Section 202 of the Delaware General Corporation Law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

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Section 2. Signatures. Any or all of the signatures on a certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation and its transfer agents with respect to
the certificate alleged to have been lost, stolen or destroyed or the issuance
of such new certificate.

Section 4. Transfers. Subject to the restrictions contained in Article
FOURTH of the Certificate of Incorporation, Common Stock of the Corporation
shall be transferable in the manner prescribed by law and in these By-Laws.
Transfers of stock shall be made on the books of the Corporation only by the
person named in the certificate or by his attorney lawfully constituted in
writing and upon the surrender of the certificate therefor, which shall be
canceled before a new certificate shall be issued.

Section 5. Limitations on Transfer. A written restriction on the transfer
or registration of transfer of a security of the Corporation, if permitted by
Section 202 of the Delaware General Corporation Law and noted conspicuously on
the certificate representing the security or, in the case of uncertificated
shares, contained in the notice sent pursuant to Section 151(f) of the Delaware
General Corporation Law, may be enforced against the holder of the restricted
security or any successor or transferee of the holder including an executor,
administrator, trustee, guardian or other fiduciary entrusted with like
responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing the security or, in the case of
uncertificated shares, contained in the notice sent pursuant to Section 151(f)
of the Delaware General Corporation Law, a restriction, even though permitted by
Section 202 of the Delaware General Corporation Law, is ineffective except
against a person with actual knowledge of the restriction. A restriction on the
transfer or registration of transfer of securities of the Corporation may be
imposed either by the Certificate of Incorporation or by these By-Laws or by an
agreement among any number of security holders or among such holders and the
Corporation. No restriction so imposed shall be binding with respect to
securities issued prior to the adoption of the restriction unless the holders of
the securities are parties to an agreement or voted in favor of the restriction.

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Section 6. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 7. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

ARTICLE VII

NOTICES

Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by courier service, facsimile transmission, telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present by person or represented by proxy, shall constitute a waiver of
notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property, or in shares of the capital stock. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director or officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct

16
<PAGE>

was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article IX, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 1 or
Section 2, and in each case Section 11, of this Article IX, as the case may be.
Such determination shall be made (i) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a quorum,
or (ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders. To
the extent, however, that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article IX, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the

17
<PAGE>

Corporation or another enterprise, or on information supplied to him by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the Corporation or another enterprise or
on information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other entity or enterprise of which such person is or was serving at the
request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2, and in each case
Section 11, of this Article IX, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2, and in each case Section 11, of this Article IX. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in Sections 1
or 2, and in each case Section 11, of this Article IX, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article IX nor the absence of any determination thereunder shall be a defense to
such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending or investigating a
threatened or pending action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article IX.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article IX shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation or any By-Law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1

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<PAGE>

and 2 of this Article IX shall be made to the fullest extent permitted by law.
The provisions of this Article IX shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article IX but whom the Corporation has the power or obligation to indemnify
under the provisions of the Delaware General Corporation Law or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power or the obligation to indemnify him against
such liability under the provisions of this Article IX.

Section 9. Certain Definitions. For purposes of this Article IX,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or enterprise, shall
stand in the same position under the provisions of this Article IX with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article IX, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article IX.

Section 10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article IX shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article IX to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 hereof), the
Corporation shall not be obligated to

19
<PAGE>

indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article IX to
directors and officers of the Corporation.

ARTICLE X

AMENDMENTS OF BY-LAWS

Section 1. Amendments of By-Laws. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted, by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors as the case may
be. All such amendments must be approved by either the affirmative vote of the
holders of not less than a majority of the voting power of all of the
outstanding capital stock of the Corporation then entitled to vote thereon,
voting as a single class, or by a majority of the entire Board of Directors then
in office (notwithstanding the fact that approval by a lesser percentage may be
permitted by the DGCL).

Section 2. Entire Board of Directors. As used in this Article X and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

<PAGE>
Exhibit 5.1

[SHS&L Letterhead]

December , 1996

Swisher International Group Inc.
459 East 16th Street
Jacksonville, Florida 32206-3063

Re: Swisher International Group Inc.
Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Swisher International Group
Inc., a Delaware corporation (the "Company"), in connection with the filing
by the Company with the Securities and Exchange Commission (the "Commission")
of a Registration Statement on Form S-1 (No. 333-14975), as amended (the
"Registration Statement"), and the Prospectuses contained in the Registration
Statement (the "Prospectuses") covering the registration under the
Securities Act of 1933, as amended (the "Securities Act") of the initial
public offering by the Company of up to 6,000,000 shares ( plus up to an
additional 900,000 shares to cover over-allotments) of the Company's
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").
Such shares of Class A Common Stock, together with any additional shares of
Class A Common Stock which are registered in a registration statement (a
"Rule 462(b) Registration Statement") filed pursuant to Rule 462(b) under the
Securities Act, are collectively referred to herein as the "Shares".

This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement as filed with the Commission on October 29, 1996 under
the Securities Act; (ii) Amendment No. 1 to the Registration Statement as
filed with the Commission on November 14, 1996 under the Securities Act;
(iii) Amendment No. 2 to the Registration Statement as filed with the
Commission on November 18, 1996 under the Securities Act; (iv) Amendment No.
3 to the Registration Statement as filed with the Commission on December 2,
1996 under the Securities Act; (v) Amendment No. 4 to the Registration
Statement as filed with the Commission on December 13, 1996 under the
Securities Act (such Registration Statement, as so amended, being hereinafter
referred to as the "Registration Statement"); (vi) the form of U.S. Purchase
Agreement (the "U.S. Purchase Agreement") proposed to be entered into between
the Company, as issuer, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Brothers Inc and Forum Capital Markets L.P., as
underwriters (the "U.S. Underwriters"), filed as an exhibit to the
Registration Statement; (vii) the form of U.S. Indemnity Agreement (the "U.S.
Indemnity Agreement") proposed to be entered into between the Company and the
U.S. Underwriters, filed as an exhibit to the Registration Statement; (viii)
the form of International Purchase Agreement (the "International Purchase
Agreement" and, together with the U.S. Underwriting Agreement, the "Purchase
Agreements") proposed to be entered into between the Company, as issuer, and
Merrill Lynch International, Salomon

<PAGE>

Swisher International Group Inc.
December , 1996
Page 2

Brothers International Limited and Forum Capital Markets L.P., as
underwriters (the "International Underwriters" and, together with the U.S.
Underwriters, the "Underwriters"), filed as an exhibit to the Registration
Statement; (ix) the form of International Indemnity Agreement (the
"International Indemnity Agreement") proposed to be entered into
between the Company and the International Underwriters; filed as an exhibit
to the Registration Statement; (x) a specimen certificate representing the
Class A Common Stock; (xi) the Certificate of Incorporation of the Company,
as presently in effect and the form of Amended and Restated Certificate of
Incorporation of the Company to become effective upon consummation of the
offerings contemplated by the Registration Statement; (xii) the Bylaws of the
Company, as presently in effect and the form of Amended and Restated Bylaws
to become effective upon consummation of the offerings contemplated by the
Registration Statement; (xiii) certain resolutions of the sole stockholder of
the Company and the Board of Directors of the Company relating to the
adoption of the Amended and Restated Certificate of Incorporation of the
Company; and (xiv) certain resolutions of the Board of Directors of the
Company and drafts of certain resolutions (the "Draft Resolutions") of the
Pricing Committee of the Board of Directors of the Company (the "Pricing
Committee") relating to the issuance and sale of the Shares and related
matters. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents presented to us as originals,
the conformity to the originals of all documents presented to us as copies,
and the authenticity of the originals of such documents. In rendering our
opinion, we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company.

Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction other than Delaware General Corporation Law.

<PAGE>

Swisher International Group Inc.
December , 1996
Page 3

Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
have been duly authorized by the Company and the Shares to be issued and sold
by the Company will be, when issued and paid for in the manner and at the
price set forth in the Prospectuses, validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. We further consent to the incorporation of this opinion by
reference as an exhibit to any Rule 462(b) Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the prospectus
included or incorporated by reference in any such Rule 462(b) Registration
Statement. In giving these consents, we do not hereby admit that we are
included in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

Schnader Harrison Segal & Lewis

<PAGE>

(Form of)
FIRST AMENDMENT AGREEMENT

AGREEMENT dated as of December __, 1996, among SWISHER INTERNATIONAL,
INC., SWISHER INTERNATIONAL GROUP INC., the several banks and financial
institutions from time to time parties to the Credit Agreement (as defined
below), BANK OF BOSTON CONNECTICUT, as Administrative Agent and SOCIETE
GENERALE, as Documentation Agent.

BACKGROUND

A. Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Second Amended and Restated Credit Agreement dated as of
October 28, 1996, among Swisher International, Inc., Swisher International Group
Inc. (the "Parent"), the several banks and other financial institutions from
time to time parties to the Credit Agreement (the "Lenders"), Bank of Boston
Connecticut, as Administrative Agent (the "Administrative Agent") and Societe
Generale, as Documentation Agent (as amended, modified or supplemented from time
to time, the "Credit Agreement").

B. Each of the Parent and Borrower has requested that the
Administrative Agent and the Lenders amend the Credit Agreement as hereinafter
set forth.

C. The Administrative Agent and the Required Lenders have agreed to
the request of the Parent and the Borrower subject to the terms and conditions
of this Agreement.

AGREEMENT

In consideration of the Background, which is incorporated by
reference, the parties hereto, intending to be legally bound, agree as follows:

1. MODIFICATIONS. All the terms and provisions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect except that:

(a) the following definition of "Change of Control" is hereby
added to Section 1.1 of the Credit Agreement:

"CHANGE OF CONTROL": the occurrence of any of the
following events: (a) any "Person" (as such term is defined
in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, controls, directly or
indirectly more than 15% of the total voting power of the
Voting Stock of the Parent; (b) the Permitted Holders
"beneficially own" (as such

<PAGE>

term has the meaning within the context of Rules 13d-3 and 13d-5),
directly or indirectly, in the aggregate less than 50.1% total voting
power of the Voting Stock of the Parent; or (c) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Parent (together with any
new directors whose selection by such Board of Directors or whose
nomination for election by the shareholders of the Parent was approved
by vote of 66-2/3% of the directors of the Parent then still in office
who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of
the Parent then in office.

(b) the following definition of "Exchange Act" is hereby added
to Section 1.1 of the Credit Agreement:

"EXCHANGE ACT": the Securities Exchange Act of 1934, as
amended.

"PERMITTED HOLDERS": William Ziegler, III, the Trust
under the Will of Helen M. Rivoire for the benefit of
William Ziegler, III and the Will of William Ziegler, Jr.
for the benefit of William Ziegler, III, and the respective
heirs, administrators, personal representatives, successors
and assigns of each of them.

(d) the following definition of "Voting Stock" is hereby added
to Section 1.1 of the Credit Agreement:

"VOTING STOCK": of a corporation means all classes of
Capital Stock of such corporation then outstanding and
normally entitled to vote in the election of directors.

(e) Section 7(k) of the Credit Agreement is deleted and the
following is substituted therefor:

(k) a Change of Control shall occur;

2. CONDITIONS PRECEDENT. This Agreement shall not be effective until
such date, if any, as each of the following conditions precedent shall have been
fulfilled:

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<PAGE>

(a) this Agreement shall have been duly executed by the parties
hereto;

(b) the Required Lenders shall have consented to the execution
of this Agreement by the Administrative Agent; and

(c) the Administrative Agent shall have received such other
agreements and instruments as the Administrative Agent shall require.

3. REAFFIRMATION BY BORROWER. The Borrower acknowledges and agrees, and
reaffirms, that it is legally, validly and enforceably indebted to the Lenders
under the Revolving Credit Notes, the A Term Notes, the B Term Notes and the
Swing Line Note, without defense, counterclaim or offset, and that it is
legally, validly and enforceably liable to the Lenders for all costs and
expenses of collection and attorneys' fees related to or in any way arising out
of this Agreement, the Credit Agreement, the Revolving Credit Notes, the A Term
Notes, the B Term Notes, the Swing Line Note and the other Loan Documents. The
Borrower hereby restates and agrees to be bound by all covenants contained in
the Credit Agreement and the other Loan Documents and hereby reaffirms that all
of the representations and warranties contained in the Credit Agreement remain
true and correct in all material respects. The Borrower represents that except
as set forth in the Credit Agreement, there are not pending or to the Borrower's
knowledge threatened, legal proceedings to which the Borrower or the Guarantor
is a party, that materially or adversely affect the transactions contemplated by
this Agreement or the ability of the Borrower or the Guarantor to conduct its
business. The Borrower acknowledges and represents that the resolutions of the
Borrower dated April 9, 1996, remain in full force and effect and have not been
amended, modified, rescinded or otherwise abrogated.

4. REAFFIRMATION BY GUARANTORS. The Guarantors acknowledges that it is
legally and validly indebted to the Lenders or the Administrative Agent under
the Guaranty without defense, counterclaim or offset. The Guarantor affirms
that the Guaranty remains in full force and effect and acknowledges that the
Guaranty encompasses, without limitation, the amount of the Revolving Credit
Loans, the A Term Loans, the B Term Loans and the Swing Line Loan.

5. OTHER REPRESENTATIONS BY BORROWER AND GUARANTOR. The Borrower and the
Guarantor each represents and confirms that (a) no Default or Event of Default
has occurred and is continuing and the Administrative Agent has not given its
consent to or waived any Default or Event of Default and (b) the Credit
Agreement and the other Loan Documents are in full force and effect and
enforceable against the Borrower and Guarantor in accordance with the terms
thereof. The Borrower and the Guarantor each represents and confirms that as of
the date hereof, each has no claim or defense (and the Borrower and the
Guarantor each hereby waive every claim and defense) against the Administrative
Agent and the Lenders arising out of or relating to the Credit Agreement and the
other Loan Documents or the making, administration or enforcement of the
Revolving Credit Loans, the A Term Loans, the

-3-
<PAGE>

B Term Loans or the Swing Line Loan and the remedies provided for under the Loan
Documents.

6. NO WAIVER BY LENDERS. The Borrower and the Guarantor each
acknowledges that (a) by the execution by each of this Agreement, neither the
Administrative Agent nor the Lenders are waiving any Default, whether now
existing or hereafter occurring, disclosed or undisclosed, by the Borrower or
the Guarantor under the Loan Documents and (b) the Administrative Agent and the
Lenders reserve all rights and remedies available to them under the Loan
Documents and otherwise.

7. MISCELLANEOUS.

(a) This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

(b) This Agreement and the right and obligations of the parties
hereunder shall be governed by and construed in accordance with, the laws of the
State of New York.

The parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.

SWISHER INTERNATIONAL, INC.

By: ____________________________________
Robert A. Britton
Title: Executive Vice President and Chief
Financial Officer

SWISHER INTERNATIONAL GROUP INC.

By: ____________________________________
Robert A. Britton
Title: Vice President

-4-
<PAGE>

BANK OF BOSTON CONNECTICUT, as
Administrative Agent, Lender, Issuing Lender
and Swing Line Lender

By: ____________________________________
Richard J. Klouda
Title: Vice President

SOCIETE GENERALE, as
Documentation Agent and Lender

By: ____________________________________
Rick Rinner
Title: Assistant Vice President

OTHER LENDERS:
SANWA BUSINESS CREDIT CORPORATION