AURORA FOODS INC, 424B3, 1997-09-10

AURORA FOODS INC
424B3, 1997-09-10
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS

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Filed Pursuant to rule 424(b)(3)
File No. 333-24715

PROSPECTUS

AURORA FOODS INC.

OFFER TO EXCHANGE
9 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
FOR ALL OUTSTANDING 9 7/8% SENIOR SUBORDINATED NOTES DUE 2007

THE EXCHANGE OFFER
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON OCTOBER 9, 1997, UNLESS EXTENDED
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Aurora Foods Inc., a Delaware corporation (formerly MBW Foods Inc.) (the
"Company"), a wholly-owned subsidiary of Aurora Foods Holdings Inc. (formerly
MBW Holdings Inc.) ("Holdings"), which in turn is a wholly-owned subsidiary of
MBW Investors LLC ("MBW LLC") hereby offers, upon the terms and subject to
conditions set forth in this Prospectus (the "Prospectus") and the accompanying
Letter of Transmittal (the "Letter of Transmittal"; together with the
Prospectus, the "Exchange Offer"), to exchange up to an aggregate principal
amount of $100,000,000 of its 9 7/8% Series B Senior Subordinated Notes due 2007
(the "New Notes") for up to an aggregate principal amount of $100,000,000 of its
outstanding 9 7/8% Senior Subordinated Notes due 2007 (the "Series A Notes" or
the "Old Notes"). The proceeds from the issuance of the Series A Notes were used
to refinance certain bank indebtedness and to pay related fees and expenses
arising from the purchase of the MRS. BUTTERWORTH'S syrup and pancake mix
business on December 31, 1996. The terms of the New Notes are identical in all
material respects to those of the Old Notes, except for certain transfer
restrictions, registration rights and liquidated damages relating to the Old
Notes. The New Notes will be issued pursuant to, and entitled to the benefits
of, the Indenture governing the Old Notes. The New Notes and the Old Notes are
sometimes referred to collectively as the "Notes."

On July 1, 1997, the Company issued $100,000,000 of its 9 7/8% Series C Senior
Subordinated Notes due 2007 (the "Series C Notes"), the proceeds of which were
used by the Company to pay a portion of the purchase price for the LOG CABIN
syrup business and to pay related fees and expenses. Pursuant to a separate
prospectus dated the date of this Prospectus, the Company will be offering to
exchange, upon the terms and subject to the conditions set forth in such
separate prospectus and the accompanying letter of transmittal, its 9 7/8%
Series D Senior Subordinated Notes due 2007 (the "Series D Notes") for up to an
aggregate principal amount of $100,000,000 of its outstanding Series C Notes.
The terms of the Series D Notes will be identical in all material respects to
those of the Series C Notes, except for certain transfer restrictions,
registration rights and liquidated damages relating to the Series C Notes. The
Series D Notes will be issued pursuant to, and be entitled to the benefits of,
the indenture governing the Series C Notes. The Series D Notes and the Series C
Notes are sometimes referred to collectively as the "Other Notes".

Interest on the New Notes is payable semi-annually on February 15 and August 15
of each year, commencing on February 15, 1998. The New Notes will mature on
February 15, 2007. Except as described below, the Company may not redeem the New
Notes prior to February 15, 2002. On or after such date, the Company may redeem
the New Notes, in whole or in part, at any time at the redemption prices set
forth herein, together with accrued and unpaid interest, if any, to the date of
redemption. In addition, at any time and from time to time on or prior to
February 15, 2000, the Company may, subject to certain requirements, redeem up
to $35.0 million of the aggregate principal amount of Notes with the cash
proceeds received from one or more Equity Offerings at a redemption price equal
to 109.875% of the principal amount to be redeemed, together with accrued and
unpaid interest, if any, to the date of redemption, provided that at least $65.0
million of the aggregate principal amount of Notes remain outstanding
immediately after each such redemption. The New Notes will not be subject to any
sinking fund requirement. Upon the occurrence of a Change of Control, (i) the
Company will have the option, at any time on or prior to February 15, 2002, to
redeem the New Notes in whole but not in part at a redemption price equal to
100% of the principal amount thereof plus the Applicable Premium plus accrued
and unpaid interest to the date of redemption, and (ii) if the Company does not
so redeem the New Notes or if such Change of Control occurs after February 15,
2002, the Company will be required to make an offer to repurchase the New Notes
at a price equal to 101% of the principal amount thereof, together with accrued
and unpaid interest, if any, to the date of repurchase. See "Description of
Notes -- Optional Redemption."

The New Notes will be unsecured and will be subordinated to all existing and
future Senior Indebtedness of the Company and will be effectively subordinated
to all obligations of any subsidiaries of the Company as may exist from time to
time. On the date of issuance of the New Notes, the Company will not have any
subsidiaries; however the Indenture will not restrict the ability of the Company
to create, acquire or capitalize subsidiaries in the future. The New Notes will
rank PARI PASSU with the Other Notes and any future Senior Subordinated
Indebtedness of the Company and will rank senior to all other subordinated
indebtedness of the Company. As of June 28, 1997 on a pro forma basis giving
effect to the LC Acquisitions, the Company had $87.0 million of Senior
Indebtedness outstanding (excluding unused commitments of $13.0 million under
the Revolving Facility) and the Company had no Senior Subordinated Indebtedness
outstanding other than the Notes and the Other Notes. See "Description of Notes
- -- Ranking."
(CONTINUED ON NEXT PAGE)
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SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 9, 1997.
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(CONTINUED FROM COVER)

The Old Notes were originally issued and sold on February 10, 1997 in a
transaction not registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon the exemptions provided in Rule 144A and
Regulation D under the Securities Act. Accordingly, the Old Notes may not be
reoffered, resold or otherwise pledged, hypothecated or transferred in the
United States unless so registered or unless an applicable exemption from the
registration requirements of the Securities Act is available.

The Company will accept for exchange any and all Old Notes which are
properly tendered in the Exchange Offer prior to 5:00 p.m., New York City time,
on October 9, 1997, unless extended by the Company in its sole discretion (the
"Expiration Date"). The Expiration Date will not in any event be extended to a
date later than October 16, 1997. Tenders of Old Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date. In the
event the Company terminates the Exchange Offer and does not accept for exchange
any Old Notes with respect to the Exchange Offer, the Company will promptly
return the Old Notes to the holders thereof. The Exchange Offer is not
conditioned upon any minimum principal amount of Old Notes being tendered for
exchange, but is otherwise subject to certain customary conditions. The Old
Notes may be tendered only in integral multiples of $1,000.

The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company contained in the Exchange and Registration Rights
Agreement dated as of February 10, 1997 (the "Exchange and Registration Rights
Agreement") by and between the Company and Chase Securities Inc., as the initial
purchaser (the "Initial Purchaser"), with respect to the initial sale of the Old
Notes. Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") rendered to third parties in similar transactions,
the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes
may be offered for resale, resold and otherwise transferred by respective
holders thereof (other than any such holder which is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that the New Notes are acquired in the ordinary course
of such holder's business and such holder has no arrangement with any person to
participate in the distribution of such New Notes and is not engaged in and does
not intend to engage in a distribution of the New Notes. Only broker-dealers who
acquired the Old Notes as a result of market-making activities or other trading
activities may participate in the Exchange Offer. Each broker-dealer that
receives New Notes for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of the New Notes received in exchange
for Old Notes if such New Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."

There has not previously been any public market for the New Notes. The
Company does not intend to list the New Notes on any securities exchange or to
seek approval for quotation through any automated quotation system. There can be
no assurance that an active market for the New Notes will develop. To the extent
that an active market for the New Notes does develop, the market value of the
New Notes will depend on market conditions (such as yields on alternative
investments), general economic conditions, the Company's financial condition,
and other factors. Such conditions might cause the New Notes, to the extent that
they are actively traded, to trade at a significant discount from face value.
See "Risk Factors -- Absence of Public Market."

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The Company will not receive any proceeds from the Exchange Offer. The
Company has agreed to pay the expenses incident to the Exchange Offer.

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE NEW NOTES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON.
------------------------

Until December 8, 1997 (90 days after commencement of this offering), all
dealers effecting transactions in the New Notes, whether or not participating in
this offering, may be required to deliver a Prospectus.

AVAILABLE INFORMATION

The Company has filed with the Commission a registration statement on Form
S-4 (the "Registration Statement") under the Securities Act, with respect to the
New Notes. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Items of information omitted from this Prospectus but contained in
the Registration Statement may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates. Electronic filings filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")
are publicly available through the Commission's home page on the Internet at
http://www.sec.gov.

As a result of this offering, the Company will become subject to the
periodic reporting and other informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In the event that the
Company ceases to be subject to the informational requirements of the Exchange
Act, the Company has agreed to file with the Commission and provide to the
Trustee and the holders of Notes annual reports and the information, documents
and other reports otherwise required pursuant to Sections 13 and 15(d) of the
Exchange Act. See "Description of Notes -- Certain Covenants -- SEC Reports."

CAPITALIZED TERMS

Capitalized Terms used herein shall have the respective meanings set forth
in the Glossary which begins at page 104.

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL DATA, INCLUDING
THE FINANCIAL STATEMENTS AND NOTES THERETO, APPEARING ELSEWHERE IN THIS
PROSPECTUS. UNLESS OTHERWISE STATED IN THIS PROSPECTUS, REFERENCES TO (I) THE
"COMPANY" SHALL MEAN AURORA FOODS INC. (FORMERLY MBW FOODS INC.), A DELAWARE
CORPORATION; (II) "HOLDINGS" SHALL MEAN AURORA HOLDINGS INC. (FORMERLY MBW
HOLDINGS INC.), A DELAWARE CORPORATION; (III) "MBW LLC" SHALL MEAN MBW INVESTORS
LLC, A DELAWARE LIMITED LIABILITY COMPANY; AND (IV) THE "MBW PREDECESSOR" SHALL
MEAN THE MRS. BUTTERWORTH'S SYRUP AND PANCAKE MIX BUSINESS WHICH THE COMPANY
ACQUIRED FROM CONOPCO, INC. ("CONOPCO") A SUBSIDIARY OF UNILEVER UNITED STATES,
INC. ("UNILEVER") ON DECEMBER 31, 1996; AND (V) THE "LC BUSINESS" SHALL MEAN THE
LOG CABIN SYRUP BUSINESS WHICH THE COMPANY ACQUIRED FROM KRAFT FOODS, INC.
("KRAFT") ON JULY 1, 1997. EXCEPT AS OTHERWISE INDICATED, (I) ALL REFERENCES TO
MARKET, CATEGORY AND SEGMENT SALES AND TO MARKET SHARE PERCENTAGES AND MARKET
POSITIONS REFLECT THE 52-WEEK PERIOD ENDED MAY 17,1997 AS GATHERED BY A.C.
NIELSEN FOR U.S. RETAIL GROCERY SALES; (II) ALL REFERENCES TO THE COMPANY'S
SALES REFER TO NET SALES AS REPORTED IN THE HISTORICAL FINANCIAL STATEMENTS OF
THE COMPANY, THE MBW PREDECESSOR AND THE LC BUSINESS, AS APPLICABLE; (III) ALL
REFERENCES TO "REGULAR SYRUP" REFER TO FULL-CALORIE TABLE SYRUP; AND (IV) ALL
REFERENCES TO "SYRUP" REFER TO REGULAR SYRUP, LITE SYRUP AND PURE MAPLE/
SPECIALTY SYRUPS. Mrs. Butterworth's-Registered Trademark-, Log
Cabin-Registered Trademark-, Country Kitchen-Registered Trademark-, AND
Wigwam-Registered Trademark- ARE REGISTERED TRADEMARKS OF THE COMPANY. THIS
PROSPECTUS ALSO INCLUDES TRADEMARKS OF COMPANIES OTHER THAN THE COMPANY.

THE COMPANY

OVERVIEW

The Company, a wholly-owned subsidiary of Holdings, which in turn is a
wholly-owned subsidiary of MBW LLC, was organized in November 1996 by Dartford
Partnership L.L.C. ("Dartford"), majority owner McCown De Leeuw & Co. ("MDC")
and Fenway Partners Capital Fund, L.P. ("Fenway"). Dartford provides day-to-day
operational oversight to the Company. On December 31, 1996, the Company acquired
the MRS. BUTTERWORTH'S syrup and pancake mix business from Conopco for
approximately $114.1 million. On July 1, 1997, the Company acquired the LOG
CABIN syrup business from Kraft for approximately $222.0 million.

The Company markets and sells MRS. BUTTERWORTH'S, the number one brand of
regular syrup in the United States. Originally introduced in 1960, MRS.
BUTTERWORTH'S syrup is well known for its unique buttery flavor and distinctive
grandmother-shaped bottle and enjoys 100% aided brand awareness among syrup
consumers. In addition to its strong national presence, MRS. BUTTERWORTH'S is
the number one brand of syrup in the Central and Mid-Central United States, the
two regions of the country with the highest per capita syrup consumption. MRS.
BUTTERWORTH'S strong market position in syrup is complemented by its pancake mix
products, in which it is the fourth leading brand. MRS. BUTTERWORTH'S leading
market positions and strong brand recognition have enabled it to realize a long
history of high operating margins, stable sales and growth in operating profit.

On July 1, 1997, the Company acquired substantially all of the assets of the
LOG CABIN syrup business from Kraft. The LOG CABIN syrup business consists of
the retail syrup business marketed under the LOG CABIN and COUNTRY KITCHEN
brands and the foodservice syrup business marketed under the LOG CABIN and
WIGWAM brands. The LOG CABIN trademark dates back to 1888 and, the Company
believes it is one of the oldest and most widely recognized trademarks in the
United States. LOG CABIN syrup products have the number one market share overall
in the United States. LOG CABIN'S premium maple heritage, together with its
geographic strength on the east and west coasts, complements MRS. BUTTERWORTH'S
buttery flavor and strength in the central United States. Further extending the
Company's customer base is the addition of the COUNTRY KITCHEN and WIGWAM
trademarks. Introduced in 1954, COUNTRY KITCHEN is an economy-priced syrup
targeted towards the price conscious consumer and has the leading market share
in that segment. Collectively, LOG CABIN, MRS. BUTTERWORTH'S and AUNT

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JEMIMA account for approximately 53% of total syrup sales in the United States,
with the remaining 47% accounted for by other national, regional and private
label brands.

The Company plans to combine the manufacture and distribution of LOG CABIN
syrup products with its MRS. BUTTERWORTH'S products and as a result expects to
realize approximately $3.0 million in annual cost savings. LOG CABIN products
will be sold by the Company's independent food brokers and will be marketed and
administered by the Company, which will expand its corporate organization from
22 to 34 persons. For the twelve months ended June 28, 1997, the Company's
combined pro forma sales, EBITDA and income before income taxes were $194.1
million, $49.1 million and $10.3 million, respectively (which amounts do not
reflect the expected manufacturing and distribution annual cost savings of $3.0
million discussed above). MRS. BUTTERWORTH'S and LOG CABIN products represented
46% and 54%, respectively, of the Company's pro forma sales for the same period.

In order to effect the transition to an independent operating company, the
Company established a corporate infrastructure which is organized in three
operational groups--the product development group, the financial administrative
group and the sales group. In addition, in connection with the Red Wing Co-Pack
Agreement, the Company is in the process of transferring the production of MRS.
BUTTERWORTH'S syrup and the related equipment from Conopco's facilities to Red
Wing's facilities. The total cost of this transition is expected to be
approximately $5.8 million.

In connection with the LC Acquisition, the Company has expanded its
corporate organization from 22 to 34 persons. The Company is also negotiating
with Red Wing and other third-parties for the contract manufacture of its LOG
CABIN syrup products. The Company estimates that the transition costs related to
the LOG CABIN syrup business will be approximately $5.1 million.

The syrup and pancake mix categories in the United States are stable and are
characterized by broad household penetration and steady growth. Sales of syrup
products are driven by the consumption of host foods, including frozen waffles
and pancake mix, product innovation and consumers' desire for traditional "home
style" meals. From 1993 to 1996, the syrup and pancake mix categories grew at
compound annual rates of approximately 1.4% and 3.5%, respectively. The
Company's products are sold nationally through an independent broker network to
retail grocery stores, mass merchandisers, military exchanges and foodservice
distributors. The Company's syrups and pancake mixes are sold in nearly 100% and
63%, respectively, of all retail grocery stores in the United States. For the
twelve months ended June 28, 1997, the Company's syrup and pancake mix sales
represented approximately 95% and 5% of pro forma sales, respectively.

The Company believes that its brands provide an attractive platform upon
which to build a focused, branded dry grocery products company. Dartford, Fenway
and the other related parties are investors in certain other entities, however
these entities do not compete with the Company. The Company markets branded, dry
grocery products, including dry pancake mixes to which consumers add ingredients
as part of home preparation, while Van de Kamps, Inc. ("Van de Kamps"), in which
Dartford and Fenway are investors, focuses on frozen, prepared products which
include convenience frozen pancakes, waffles and french toast sold under the
AUNT JEMIMA-Registered Trademark- brand name. Dartford's other activities are in
other industries, such as pet food products. In addition, Dartford is required,
under the terms of the Dartford Management Services Agreement, to bring any
potential acquisitions of dry grocery products companies to the Company and is
restricted from establishing competing entities. See "Certain Related
Transactions--Dartford Management Services Agreement."

The Company believes that the performance of certain dry grocery categories
and brands has suffered in recent years as a result of declining levels of
marketing support and little or no new product innovation by the major food
companies. Consequently, the Company believes that many of these undermanaged
brands are likely candidates for divestiture from their corporate parents. While
these categories and brands tend to be mature, there are expanding segments
within the categories and growth opportunities that have not been realized. As a
result, the Company believes that an attractive opportunity exists for building
a branded dry grocery products company through strategic acquisitions

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of established, well-recognized national and regional brands that have been
undermanaged in recent years. The Company's objective is to renew the growth of
the brands it acquires by providing them the focus, strategic direction,
marketing resources and dedicated sales and marketing organizations that they
have lacked.

MRS. BUTTERWORTH'S GROWTH STRATEGY

The Company believes that MRS. BUTTERWORTH'S has significant growth
potential which has not been realized due to a lack of corporate support and
marketing resources from Unilever in recent years. The Company plans to improve
MRS. BUTTERWORTH'S performance by increasing management attention to the brand
and by devoting the marketing resources necessary to exploit opportunities in
the syrup and pancake mix categories. The Company intends to implement its
strategy through the following initiatives:

- POSITION BRAND AS BEST VALUE. The Company plans to position MRS.
BUTTERWORTH'S as the best value among the three leading national syrup brands by
continuing to provide its distinctive, premium
quality product at prices which are moderately below those of the other national
brands. In May 1996, MRS. BUTTERWORTH'S lowered the everyday prices of its syrup
products. To offset the cost of lowering everyday prices, MRS. BUTTERWORTH'S
also reduced its costly and relatively ineffective buy-one-get-one-free
promotions. The Company believes that full implementation of MRS. BUTTERWORTH'S
value pricing strategy will result in continued increases in sales and market
share.

- REFORMULATE LITE PRODUCT. MRS. BUTTERWORTH'S LITE has not been
reformulated or improved since its introduction in 1985. Over the last five
years, competitors have focused their research and development efforts on the
lite syrup segment, taking advantage of newly developed ingredients and
formulations. While MRS. BUTTERWORTH'S is the leading brand in the regular syrup
segment, MRS. BUTTERWORTH'S share of the lite syrup segment is 15.0% and is
significantly below AUNT JEMIMA'S leading 32.6% share of the segment. The
Company plans to reformulate and improve the taste of MRS. BUTTERWORTH'S LITE.
Management believes that this reformulation, coupled with MRS. BUTTERWORTH'S
leading position in the regular syrup segment and increased marketing support,
can expand the Company's share of the lite segment and further strengthen the
Company's overall syrup market share.

- ROLL OUT PRODUCT LINE EXTENSIONS. Management believes MRS. BUTTERWORTH'S
strong brand equity and leading market shares in the syrup category present
considerable opportunities for product line extensions. For example, an
opportunity exists to develop a product which is directed at children and
packaged in plastic, as compared to the current glass packaging. Opportunities
also exist for MRS. BUTTERWORTH'S in the flavored syrup segment, as none of the
major national brands currently offer these specialty products. In addition,
management believes that opportunities exist for growth in the Company's pancake
mix business with increased marketing and sales support for its recently
redesigned and updated packaging.

- ADOPT CONSUMER BASED MARKETING STRATEGY. Over the next two years, the
Company plans to reduce its reliance on costly and relatively inefficient trade
spending and periodic price discounting and increase its advertising and
consumer promotional events. The Company plans to reduce or eliminate
buy-one-get-one-free promotions and its heavy reliance on coupons in free
standing inserts. The Company will reallocate those marketing dollars to
advertising and more focused consumer promotions such as cross-promotions with
host foods. In addition, the Company will direct its advertising expenditures to
support the introduction of new or improved products and reinforce MRS.
BUTTERWORTH'S unique brand equity and positioning as the best value among the
national brands.

LOG CABIN GROWTH STRATEGY

LOG CABIN'S overall share of the retail syrup category has decreased from
35% in 1972 to 19%. The Company attributes the decrease to declining levels of
corporate support and marketing resources over this period of time. The Company
plans to undertake the following initiatives to revitalize the LOG CABIN brand
and profitably grow the business:

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- RESTORE LOG CABIN'S PREMIUM IMAGE. The Company believes that
historically, the LOG CABIN brand has been perceived by the consumer as a
premium, real maple syrup. In recent years, LOG CABIN'S premium image has
eroded due to a lack of marketing support. For example, packaging of LOG
CABIN syrup products has been downgraded from glass to clear plastic to
opaque plastic. Advertising support for the brand was eliminated in 1994.
The Company plans to restore LOG CABIN'S premium image by upgrading LOG
CABIN'S packaging and renewing advertising support for the brand that
promotes its premium, real maple heritage and warm, homespun image.

- RETURN TO CONSUMER BASED MARKETING STRATEGY. Over the last four years,
LOG CABIN'S marketing program has consisted almost entirely of trade
spending and price discounting. Little or no money was spent promoting LOG
CABIN products to the consumer through coupons or advertising. In order to
bring consumers back to the LOG CABIN brand, the Company plans to increase
advertising support for the brand and implement focused consumer
promotional activities such as point-of-sale coupons and cross-promotions
with host foods. The Company expects to fund these programs in part
through the elimination of certain inefficient trade programs.

- BENEFIT FROM GROWTH IN HOST FOODS. Sales of syrup products are related to
sales of host foods, which include pancakes, waffles and french toast.
Over the last five months, following little or no growth over the last
three years, sales of frozen breakfast products have grown at
approximately a 10% annual rate as a result of increased marketing
activity by host food manufacturers. The Company believes that sales of
syrup products will benefit from renewed growth in host foods.

- EXPAND DISTRIBUTION CHANNELS. The Company plans to expand distribution of
the economy-priced COUNTRY KITCHEN brand into the mass merchandise and
drugstore channels of trade. The Company also plans to leverage its WIGWAM
brand and expand its foodservice business.

CO-PACK AGREEMENTS

MRS. BUTTERWORTH'S syrup is currently contract manufactured and distributed
under the transitional MBW Co-Pack Agreement which terminates on or prior to
December 31, 1997 and under the Red Wing Co-Pack Agreement. See "The
Acquisitions--The MBW Acquisition--MBW Co-Pack Agreement." The Company entered
into a co-pack agreement (the "Red Wing Co-Pack Agreement") with The Red Wing
Company, Inc. ("Red Wing"), dated as of June 9, 1997, pursuant to which Red Wing
will contract manufacture MRS. BUTTERWORTH'S syrup for a period of five years.
Founded in 1912, Red Wing is a contract manufacturer of preserves, jellies,
syrups, sauces, dressings and other food products. Subject to certain
conditions, the Company may terminate the Red Wing Co-Pack Agreement after two
years with 180 days prior written notice. The Red Wing Co-Pack Agreement is
non-exclusive and does not restrict the Company from entering into additional
co-pack agreements with third parties.

Red Wing will contract manufacture MRS. BUTTERWORTH'S syrup for conversion
fees which are less than those the Company has paid under the MBW Co-Pack
Agreement. Because Red Wing is one of the largest purchasers of corn syrup in
the United States, the Company believes that its raw material costs under the
Red Wing Co-Pack Agreement will be less than those incurred by the MBW
Predecessor. Under the Red Wing Co-Pack Agreement, MRS. BUTTERWORTH'S syrup will
be produced and distributed from Red Wing's San Jose, California and Streator,
Illinois facilities. The Company commenced transferring production of MRS.
BUTTERWORTH'S syrup from Conopco to Red Wing in August 1997 and expects to
complete the transition by December 1997. See "The Acquisitions--The Red Wing
Co-Pack Agreement."

LOG CABIN syrups initially will be contract manufactured and distributed by
Kraft for up to nine months under the LC Co-Pack Agreement. See "The
Acquisitions--The LC Acquisition--LC Co-Pack Agreement." Prior to the end of the
term of the LC Co-Pack Agreement, the Company will enter into a co-packing
agreement with Red Wing or another third party for the manufacture of LOG CABIN
syrup products.

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THE ACQUISITIONS, FINANCINGS AND RELATED TRANSACTIONS

THE LC ACQUISITION

Pursuant to an Asset Purchase Agreement between the Company and Kraft, dated
as of May 7, 1997 (the "LC Asset Purchase Agreement"), on July 1, 1997 (the "LC
Acquisition Date") the Company purchased substantially all of the assets of the
LOG CABIN syrup business from Kraft for approximately $222.0 million. The assets
acquired by the Company include (i) the LOG CABIN U.S. and foreign trademarks
(except for those held in Mexico), (ii) the equipment for the manufacture of
syrup, (iii) inventories (raw materials, packaging and finished goods), (iv)
proprietary formulations for LOG CABIN syrups, (v) other product specifications
and customer lists and (vi) rights under certain contracts, licenses, purchase
orders and other arrangements and permits. Additionally, the Company entered
into (i) the LC Transition Services Agreement with Kraft, under which Kraft will
provide certain marketing, transactions processing, accounting and other
services for a period of up to six months from the LC Acquisition Closing Date;
(ii) the LC Co-Pack Agreement, under which Kraft will contract manufacture and
distribute syrup for the Company for a period of up to nine months from the LC
Acquisition Closing Date; and (iii) the LC Excluded Products Co-Pack Agreement
under which the Company will be obligated until February 13, 2000 to contract
manufacture and distribute syrup for that part of Kraft's syrup businesses not
disposed of pursuant to the LC Asset Purchase Agreement (the "Excluded
Products"). See "The Acquisitions--The LC Acquisition." Following the expiration
of the LC Co-Pack Agreement, the Company intends to move the syrup manufacturing
equipment to a third party manufacturing facility. If the equipment is not
necessary for the Company's syrup production requirements, the Company will
either store or sell the equipment.

Financing for the acquisition of the LOG CABIN syrup business and the
related expenses consisted of (i) $28.3 million of additional equity capital
provided by the Equity Investors; (ii) $40.0 million of term loans (the "Term
Facility") and $47.0 million of revolving loans (the "Revolving Facility")
borrowed under a senior secured credit facility among the Company, Holdings, the
lenders named therein, The Chase Manhattan Bank ("Chase Manhattan"), as
administrative agent, and Chase Securities Inc. ("CSI"), as arranging agent (the
"Senior Credit Facilities"); (iii) $102.5 million in proceeds received from the
offering of the Series C Notes (the "Series C Notes Offering"); and (iv) $12.0
million of cash on hand at the Company. The acquisition of the LOG CABIN syrup
business, the borrowings under the Term Facility and the Revolving Facility, the
Series C Notes Offering and the payment of transaction fees and expenses related
thereto are referred to herein as the "LC Acquisition." See "Use of Proceeds,"
"Description of Notes," "Security Ownership" and "Description of Senior Credit
Facilities."

The sources and uses of funds for the LC Acquisition were as follows:

<TABLE>
<CAPTION>
(DOLLARS IN
MILLIONS)
<S> <C>
SOURCES:
Cash on hand............................................................. $ 12.0
Senior Credit Facilities:
Revolving Facility(1).................................................. 47.0
Term Facility.......................................................... 40.0
The Series C Notes Offering(2)........................................... 102.5
Equity proceeds.......................................................... 28.6
-------
Total sources...................................................... $ 230.1
-------
-------
USES:
Purchase price........................................................... $ 222.0
Fees and expenses........................................................ 8.1
-------
Total uses......................................................... $ 230.1
-------
-------
</TABLE>

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

(1) Reflects borrowings under the $60.0 million Revolving Facility after giving
effect to the LC Acquisition. The Revolving Facility is available for
working capital and general corporate purposes and includes up to $5.0
million for letters of credit. See "Description of Senior Credit
Facilities."

5
<PAGE>
(2) Includes a $2.5 million premium received in connection with the Series C
Notes Offering.

THE MBW ACQUISITION

On December 31, 1996 (the "MBW Acquisition Closing Date"), the Company
acquired substantially all of the assets of the MRS. BUTTERWORTH'S syrup and
pancake mix business from a subsidiary of Unilever for approximately $114.1
million. The assets acquired by the Company include (i) the MRS. BUTTERWORTH'S
trademarks for the United States, Canada and Puerto Rico, (ii) the equipment for
the manufacture of syrup, (iii) inventories (raw materials, packaging and
finished goods), (iv) proprietary formulations for MRS. BUTTERWORTH'S syrups and
pancake mixes, (v) other product specifications and customer lists and (vi)
rights under certain contracts, licenses, purchase orders and other arrangements
and permits. See "The Acquisitions--The MBW Acquisition". Financing for this
acquisition and the related fees and expenses consisted of (i) $33.8 million of
equity capital provided by Equity Investors and; (ii) $95.0 million of bank
indebtedness. The acquisition of the Mrs Butterworth's syrup and pancake mix
business, the financing thereof (not including the offering of the Series A
Notes) and the payment of related transaction fees and expenses are referred to
herein as the "MBW Acquisition". See "Security Ownership" and "Description of
Senior Credit Facilities." On February 10,1997, the Company issued the Old Notes
(the "Series A Notes Offering") to repay a total of approximately $95.0 million
of bank indebtedness, to pay accrued and unpaid interest with respect to such
bank indebtedness being repaid and to pay certain fees and expenses incurred in
connection with the Series A Notes Offering. The Series A Notes Offering
together with the payment of such bank indebtedness is referred to herein as the
"MBW Refinancing."

6
<PAGE>
THE EXCHANGE OFFER

The New Notes....... The forms and terms of the New Notes are identical in all
material respects to the terms of the Old Notes for which
they may be exchanged pursuant to the Exchange Offer,
except for certain transfer restrictions, registration
rights and liquidated damages provisions relating to the
Old Notes described below under "Description of Notes" and
"Old Notes Exchange and Registration Rights Agreement."

The Exchange The Company is offering to exchange up to $100,000,000
Offer............. aggregate principal amount of the New Notes for up to
$100,000,000 aggregate principal amount of Old Notes. Old
Notes may be exchanged only in integral multiples of
$1,000.

Expiration Date; The Exchange Offer will expire at 5:00 p.m., New York City
Withdrawal of time, on October 9, 1997, or such later date and time to
Tender............ which it is extended by the Company (the "Expiration
Date"). The tender of Old Notes pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration
Date. The Expiration Date will not in any event be
extended to a date later than October 16, 1997. Any Old
Notes not accepted for exchange for any reason will be
returned without expense to the tendering holder thereof
as promptly as practicable after the expiration or
termination of the Exchange Offer.

Certain Conditions
to the Exchange
Offer............. The Exchange Offer is subject to customary conditions,
which may be waived by the Company. See "The Exchange
Offer -- Certain Conditions to the Exchange Offer."

Procedures for Each holder of Old Notes wishing to accept the Exchange
Tendering Old Offer must complete, sign and date the Letter of
Notes............. Transmittal, or a facsimile thereof, in accordance with
the instructions contained herein and therein, and mail or
otherwise deliver such Letter of Transmittal, or such
facsimile, together with such Old Notes and any other
required documentation to the Exchange Agent at the
address set forth herein. By executing the Letter of
Transmittal, each holder will represent to the Company
that, among other things, (i) any New Notes to be received
by it will be acquired in the ordinary course of its
business, (ii) it has no arrangement with any person to
participate in the distribution of the New Notes and (iii)
it is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or, if it is an affiliate,
it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable. Each Holder whose Old Notes are held through
DTC and wishes to participate in the Exchange Offer may do
so through DTC's Automated Tender Offer Program ("ATOP")

7
<PAGE>

<TABLE>
<S> <C>
by which each tendering participant will agree to be bound
by the Letter of Transmittal as though each Holder had
executed such Letter of Transmittal.

Interest on the New Interest on the New Notes will accrue from the date of
Notes............. issuance (the "New Note Issue Date") at the rate of 9 7/8%
per annum, and will be payable semi-annually in arrears on
each February 15 and August 15, commencing on February 15,
1998. Holders of the New Notes will also on February 15,
1998 receive an amount equal to the accrued interest on
the Old Notes. Interest on the Old Notes accepted for
exchange will cease to accrue upon issuance of the New
Notes.

Special Procedures
for Beneficial
Owners............ Any beneficial owner whose Old Notes are registered in the
name of a broker, dealer, commercial bank, trust company
or other nominee and who wishes to tender such Old Notes
in the Exchange Offer should contact such registered
holder promptly and instruct such registered holder to
tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's own
behalf, such owner must, prior to completing and executing
the Letter of Transmittal and delivering his Old Notes,
either make appropriate arrangements to register ownership
of the Old Notes in such owner's name or obtain a properly
completed bond power from the registered holder. The
transfer of registered ownership may take considerable
time and may not be able to be completed prior to the
Expiration Date.

Guaranteed Delivery Holders of Notes who wish to tender their Old Notes and
Procedure......... whose Old Notes are not immediately available or who
cannot deliver their Old Notes, the Letter of Transmittal
or any other documents required by the Letter of
Transmittal to the Exchange Agent, prior to the Expiration
Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures."

Registration The Company has agreed to use its best efforts to
Requirements...... consummate on or prior to 180 days after the date of
original issuance of the Old Notes (the "Issue Date") the
registered Exchange Offer pursuant to which holders of the
Old Notes will be offered an opportunity to exchange their
Old Notes for the New Notes which will be issued without
legends restricting the transfer thereof. In the event
that applicable interpretations of the staff of the
Commission do not permit the Company to effect the
Exchange Offer or in certain other circumstances, the
Company has agreed to file a Shelf Registration Statement
covering resales of the Old Notes and to use its best
efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act and, subject
to certain exceptions, keep such Shelf
</TABLE>

8
<PAGE>

<TABLE>
<S> <C>
Registration Statement effective until three years after
the Issue Date. If the Company fails to consummate the
Exchange Offer on or prior to 180 days after the Issue
Date or, in the event that the Company is not in
compliance with certain obligations under the Exchange and
Registration Rights Agreement, the Company shall be
obligated to pay liquidated damages to holders of the Old
Notes. See "Old Notes Exchange and Registration Rights
Agreement."

Certain Federal
Income Tax
Considerations.... For a discussion of certain federal income tax
considerations relating to the exchange of the New Notes
for the Old Notes, see "Certain United States Federal
Income Tax Considerations."

Use of Proceeds..... There will be no proceeds to the Company from the exchange
of Notes pursuant to the Exchange Offer.

Exchange Agent...... Wilmington Trust Company is the Exchange Agent. The
address and telephone number of the Exchange Agent are set
forth in "The Exchange Offer -- Exchange Agent."

TERMS OF THE NOTES

Relationship to the The form and terms of the New Notes are substantially the
Old Notes......... same as the form and terms of the Old Notes except that
the New Notes are registered under the Securities Act and,
therefore, will not bear legends restricting the transfer
thereof and will not contain the registration rights and
liquidated damages provisions relating to the Old Notes.
See "Description of Notes" and "Old Notes Exchange and
Registration Rights Agreement."

Certain The Indenture restricts, among other things, the Company's
Restrictions...... ability to incur additional indebtedness, incur liens, pay
dividends or make certain other restricted payments, enter
into certain transactions with affiliates, impose
restrictions on the ability of a subsidiary to pay
dividends or make certain payments to the Company, merge
or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. The New
Notes are subordinated in right of payment to all existing
and future Senior Indebtedness of the Company, including
the Revolving Facility under the Senior Credit Facilities
which mature on December 31, 2003 (which Facilities may be
refinanced by the Company). A default under the Senior
Credit Facilities or other indebtedness of the Company for
any reason, including after a Change of Control, which
results in acceleration of such indebtedness in an amount
in excess of $5.0 million is an Event of Default under the
Indenture.
</TABLE>

9
<PAGE>

Relationship to the The occurrence of certain of the events that would
Senior Credit constitute a Change of Control under the Indenture would
Facilities........ also constitute a default under the Senior Credit
Facilities. These events include the following: (i) prior
to an initial public offering, Permitted Holders ceasing
to be the beneficial owner of a majority of the voting
securities of the Company; (ii) following an initial
public offering, any person other than a Permitted Holder
beneficially owning more than 35% of voting securities of
the Company while the Permitted Holders beneficially own
less than such an amount; and (iii) certain changes in the
composition of the Board of Directors of the Company. See
"Description of Senior Credit Facilities" and "Description
of Notes--Events of Default." Future Senior Indebtedness
of the Company and its Subsidiaries may contain
prohibitions of certain events that would constitute a
Change of Control or require such Senior Indebtedness to
be repurchased upon a Change of Control. Moreover, the
exercise by the holders of their right to require the
Company to repurchase the Notes would cause a default
under such Senior Indebtedness, even if the Change of
Control itself does not, due to the financial effect of
such repurchase on the Company unless the Company's
obligations under such Senior Indebtedness were satisfied
or a waiver were to be obtained from the holders of such
Senior Indebtedness. Finally, the Company's ability to pay
cash to the holders upon a repurchase may be limited by
the Company's then existing financial resources. There can
be no assurance that sufficient funds will be available
when necessary to make any required repurchase. The
Company's current ability to repurchase the New Notes upon
a Change of Control or Asset Sale would be determined by
the proceeds received upon such Change of Control or Asset
Sale. In addition, the Company would be prohibited from
repurchasing the New Notes without first satisfying its
obligations under any outstanding Senior Indebtedness.
Even if sufficient funds were otherwise available, the
terms of the Senior Credit Facilities prohibit the
Company's prepayment of the Notes prior to their scheduled
maturity unless the Company's obligations thereunder were
satisfied or a waiver were to be obtained. Consequently,
if the Company is not able to prepay the Senior Credit
Facilities and any other Senior Indebtedness containing
similar restrictions or obtain requisite consents or
waivers, as described above, the Company will be unable to
fulfill its repurchase obligations if holders of Notes
exercise their repurchase rights following a Change of
Control, thereby resulting in a default under the
Indenture. For a discussion of the restrictions and
remedies available in the event the Company were to fail
to repurchase the Notes, see "Description of Notes--Events
of Default." In the event of such a default, depending
upon the circumstances in

10
<PAGE>

<TABLE>
<S> <C>
existence at such a time, the Company may amend the Change
of Control provisions contained in the Indenture. However,
the Indenture permits the provisions and protections
pertaining to Change of Control payments to be amended
with the consent of the Holders of at least a majority in
principal amount of the Notes.

Waiver of Certain Under the provisions of the Indenture, Holders of the
Liabilities....... Notes waive and release directors officers, employees or
stockholders of the Company from any liability or claims
arising under the Notes or the Indenture or in connection
therewith. To the extent that such waiver and release may
be deemed to apply to liability under the Securities Act,
the Company has been advised that in the opinion of the
Commission, any such waiver and release would be against
public policy as expressed in the Securities Act and
would, therefore, be unenforceable.
</TABLE>

RISK FACTORS

See "Risk Factors" for a discussion of certain factors that should be
considered by participants in the Exchange Offer.

11
<PAGE>
SUMMARY PRO FORMA FINANCIAL DATA

The following table sets forth certain unaudited summary pro forma financial
data of the Company for the indicated periods. The unaudited summary pro forma
statement of operations data give effect to the MBW Acquisition, the MBW
Refinancing and the LC Acquisition (collectively, the "Transactions") as if they
had occurred on January 1, 1996 for the year ended December 31, 1996 and the six
months ended June 30, 1996 and June 28, 1997. The unaudited summary pro forma
balance sheet information gives effect to the LC Acquisition as if it had
occurred on June 28, 1997. The unaudited summary pro forma financial data do not
purport to represent what the Company's results of operations or financial
condition would have actually been had the Transactions been consummated as of
such dates or for such periods or project the Company's results of operations or
financial condition for any future period. The unaudited summary pro forma
financial data should be read in conjunction with the Pro Forma Financial
Information and the notes thereto. See "Pro Forma Financial Information" and the
separate historical financial statements of the Company, the MBW Predecessor and
the LC Business and the notes thereto included elsewhere in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, --------------------------------
1996 JUNE 30, 1996 JUNE 28, 1997
-------------- --------------- ---------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Net sales........................................................ $ 196,047 $ 96,015 $ 94,113
Cost of products sold............................................ 65,699 31,195 32,347
-------------- --------------- ---------------
Gross profit................................................... 130,348 64,820 61,766
Brokerage, distribution and marketing expenses:
Brokerage and distribution..................................... 18,373 8,952 9,475
Trade promotions............................................... 41,067 20,107 16,531
Consumer marketing............................................. 14,829 9,929 4,964
-------------- --------------- ---------------
Total brokerage, distribution and marketing expenses........... 74,269 38,988 30,970
Selling, general and administrative expenses..................... 14,141 7,178 5,965
Amortization of goodwill and other intangibles................... 9,901 4,951 4,951
-------------- --------------- ---------------
Operating profit............................................... 32,037 13,703 19,880
Amortization of deferred financing fees.......................... 1,277 638 638
Interest expense................................................. 26,616 13,309 13,309
-------------- --------------- ---------------
Income (loss) before income taxes.............................. 4,144 (244) 5,933
Provision for (benefit from) income taxes........................ 1,595 (93) 2,285
-------------- --------------- ---------------
Net income (loss).............................................. $ 2,549 $ (151) $ 3,648
-------------- --------------- ---------------
-------------- --------------- ---------------
</TABLE>

12
<PAGE>
RISK FACTORS

Prospective investors should carefully consider the following factors in
addition to the other information set forth in this Prospectus before
participating in the Exchange Offer.

SUBSTANTIAL LEVERAGE

The Company is significantly leveraged. At June 28, 1997, on a pro forma
basis after giving effect to the LC Acquisition, the Company would have had
outstanding $287.0 million in aggregate principal amount of indebtedness
(excluding trade payables and other liabilities) and availability of $13.0
million under the Revolving Facility. The degree to which the Company is
leveraged could have important consequences to holders of the Notes, including
the following: (i) the Company will have significant cash interest expense and
principal repayment obligations with respect to outstanding indebtedness,
including the Senior Credit Facilities, the Notes and the Other Notes; (ii) the
Company could be vulnerable to changes in general economic conditions or
increases in prevailing interest rates; (iii) the Company's ability to obtain
additional financing for working capital, capital expenditures, acquisitions,
general corporate purposes or other purposes may be impaired; (iv) the Company
may be substantially more leveraged than certain of its competitors, which may
place the Company at a competitive disadvantage; (v) all of the indebtedness
outstanding under the Senior Credit Facilities will be secured by substantially
all the assets of the Company and matures prior to the maturity of the Notes;
and (vi) the Company's substantial degree of leverage may limit its flexibility
to adjust to changing market conditions, reduce its ability to withstand
competitive pressures and make it more vulnerable to a downturn in general
economic conditions or its business. See "Description of Senior Credit
Facilities," "Description of Notes" and "Description of Other Notes."

The Company believes that its cash flow from operations will be sufficient
to meet its payment obligations under the Senior Credit Facilities and other
operational requirements. If the Company is unable to generate sufficient cash
flow from operations, it may be required to delay or forego its acquisition
strategy, reduce or delay planned product improvement initiatives or refinance
all or a portion of amounts outstanding under the Senior Credit Facilities at or
prior to their maturity, which is prior to the maturity of the Notes. Other
potential measures to raise cash include the sale of assets or equity. However,
the Company's ability to raise funds by selling assets is restricted by the
Senior Credit Facilities, and its ability to effect equity financings is
dependent on results of operations and market conditions. In the event that the
Company is unable to refinance such indebtedness or raise funds through asset
sales, sales of equity or otherwise, its ability to pay principal of, and
interest on, the Notes would be adversely affected.

RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS

The Indentures restrict among other things, the Company's ability to incur
additional indebtedness, incur liens, pay dividends or make certain other
restricted payments, enter into certain transactions with affiliates, impose
restrictions on the ability of a subsidiary to pay dividends or make certain
payments to the Company, merge or consolidate with any other person or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the assets of the Company. In addition, the Senior Credit Facilities contain
other and more restrictive covenants and prohibit the Company from prepaying its
other indebtedness (including the Notes and the Other Notes). See "Description
of Notes -- Certain Covenants," "Description of Senior Credit Facilities" and
"Description of Other Notes." The Senior Credit Facilities prohibit modification
of the terms of any Subordinated Indebtedness, including the Indentures, the
Notes and the Other Notes, which would increase the rate of interest on such
indebtedness, change to earlier dates the dates upon which principal and
interest are due or make any other changes adverse to the interests of the
lenders under the Senior Credit Facilities. Additionally, the Senior Credit
Facilities prohibit prepayment of the New Notes prior to maturity or refinancing
of amounts outstanding under the Senior Credit Facilities. The Senior Credit
Facilities require the Company to

13
<PAGE>
maintain specified financial ratios and satisfy financial condition tests. The
financial covenants require the Company to maintain (i) a minimum interest
coverage ratio of 1.35:1.00 until December 31, 1997, increasing to 1.65:1.00
thereafter until December 31, 1998, increasing to 1.90:1.00 thereafter until
December 31, 1999, increasing to 2.00:1.00 thereafter until December 31, 2000,
increasing to 2.25:1.00 thereafter until December 31, 2001 and then increasing
to 2.50:1.00 thereafter until termination; (ii) a maximum leverage ratio of
5.85:1.00 until December 31, 1997, decreasing to 5.50:1.00 thereafter until
December 31, 1998, decreasing to 5.00:1.00 thereafter until December 31, 1999,
decreasing to 4.50:1.00 thereafter until December 31, 2000, and then decreasing
to 4.00:1.00 thereafter until termination; (iii) a minimum fixed charge ratio of
1.10:1.00 until December 31, 1997, increasing to 1.25:1.00 until December 31,
1998, increasing to 1.40:1.00 until December 31, 1999, increasing to 1.50:1.00
until December 31, 2000, increasing to 1.55:1.00 until December 31, 2000, and
then increasing to 1.60:1.00 until termination; and (iv) a maximum consolidated
maintenance capital expenditures amount of $2.0 million for the year ending
December 31, 1997 and $2.0 million for each calendar year thereafter.

A breach of any of the above-referenced financial covenants would constitute
an event of default under the Senior Credit Facilities and would entitle the
Lenders under the Senior Credit Facilities to accelerate the indebtedness due
thereunder. If the amount of such indebtedness so accelerated were to be in
excess of $5 million, such acceleration would also constitute an Event of
Default under the Indenture. The Company's ability to meet those financial
ratios and tests can be affected by events beyond its control, and there can be
no assurance that the Company will meet those tests. A breach of any of these
covenants could result in a default under the Senior Credit Facilities and/or
the Indentures. Upon the occurrence of an event of default under the Senior
Credit Facilities, the lenders could elect to declare all amounts outstanding
under the Senior Credit Facilities, together with accrued interest, to be
immediately due and payable. If the Company were unable to repay those amounts,
the lenders could proceed against the collateral granted to them to secure that
indebtedness. If the lenders under the Senior Credit Facilities accelerate the
payment of the indebtedness, there can be no assurance that the assets of the
Company would be sufficient to repay in full such indebtedness and the other
indebtedness of the Company, including the Notes. See "Description of Senior
Credit Facilities."

SUBORDINATION; ASSET ENCUMBRANCES

The Notes are subordinated in right of payment to all existing and future
Senior Indebtedness, including the Senior Credit Facilities, including the
principal of (and premium, if any) and interest on and all other amounts due on
or payable in connection with Senior Indebtedness. As of June 28, 1997, on a pro
forma basis after giving effect to the LC Acquisition, there would have been
$87.0 million of Senior Indebtedness outstanding (excluding unused commitments
of $13.0 million under the Revolving Facility). By reason of such subordination,
in the event of the insolvency, liquidation, reorganization, dissolution or
other winding-up of the Company or upon a default in payment with respect to, or
the acceleration of, any Senior Indebtedness, the holders of such Senior
Indebtedness and any other creditors who are holders of Senior Indebtedness and
creditors of subsidiaries that are not guarantors of the Notes must be paid in
full before the Holders of the Notes may be paid. The Company does not currently
have any subsidiaries, however, the Indenture does not restrict the ability of
the Company to create, acquire or capitalize subsidiaries in the future. The
Indenture permits subsidiaries of the Company to incur debt provided certain
conditions are met and such subsidiaries guarantee the Notes. If the Company
incurs any additional PARI PASSU debt, the holders of such debt would be
entitled to share ratably with the holders of the Notes and the Other Notes in
any proceeds distributed in connection with any insolvency, liquidation,
reorganization, dissolution or other winding-up of the Company. This may have
the effect of reducing the amount of proceeds paid to Holders of the Notes. In
addition, no payments may be made with respect to the principal of (and premium,
if any) or interest on the Notes if a payment default exists with respect to
Senior Indebtedness and, under certain circumstances, no payments may be made
with respect to the principal of (and premium, if any) or interest on the Notes
for a period of up to 179 days if a non-payment default exists with respect to
Senior Indebtedness. See "Description of Notes."

14
<PAGE>
The Company has granted the lenders under the Senior Credit Facilities
security interests in substantially all of the current and future assets of the
Company, including a pledge of all of the issued and outstanding shares of
capital stock of the Company's future domestic subsidiaries. In the event of a
default on such indebtedness (whether as a result of the failure to comply with
a payment or other covenant, a cross-default, or otherwise), the parties granted
such security interests will have a prior secured claim on the capital stock of
the Company and the assets of the Company and any guarantors under the Senior
Credit Facilities. If such parties should attempt to foreclose on their
collateral, the Company's financial condition and the value of the Notes would
be materially adversely affected. See "Description of Senior Credit Facilities."

LIMITATION ON CHANGE OF CONTROL

The Indentures require the Company, in the event of a Change of Control in
respect of which it has not elected to redeem the Notes or the Other Notes, to
repurchase any Notes and Other Notes that holders thereof desire to have
repurchased at 101% of the principal amount thereof, plus accrued interest to
the Change of Control repurchase date. See "Description of Notes -- Change of
Control."

The Change of Control purchase feature of the Notes and the Other Notes may
in certain circumstances discourage or make more difficult a sale or takeover of
the Company. There can be no assurance that the Company will have funds
available to redeem or repurchase the Notes upon the occurrence of a Change of
Control. In particular, a Change of Control may cause an acceleration of the
Senior Credit Facilities and other indebtedness, if any, of the Company, in
which case such indebtedness would be required to be repaid in full before
redemption or repurchase of the Notes. See "Description of Notes -- Change of
Control," "Description of Senior Credit Facilities" and "Description of Other
Notes." The occurrence of the events that would constitute a Change of Control
would also constitute a "Change of Control" under the Series C Indenture. The
inability to repay such indebtedness, if accelerated, or to redeem or repurchase
all of the Notes upon the occurrence of a Change in Control would constitute an
event of default under the Indenture.

COMPETITION

The Company competes in highly competitive markets with a significant number
of companies of varying sizes, including divisions or subsidiaries of larger
companies. A number of these competitors have multiple product lines, have
substantially greater financial and other resources available to them and may be
substantially less leveraged than the Company, and there can be no assurance
that the Company can compete successfully with such other companies. Competitive
pressures or other factors could cause the Company's products to lose market
share or result in significant price erosion, which would have a material
adverse effect on the Company's results of operations. See "Business --
Competition."

RAW MATERIALS

The Company uses agricultural commodities, flavors, other raw materials and
packaging in the production of its products which are purchased from growers,
commodity processors, importers, other food companies and packaging
manufacturers. While all such materials are available from numerous independent
suppliers, commodity raw materials are subject to fluctuations in price
attributable to, among other things, changes in crop size and federal and state
agricultural programs. Such fluctuations could have a material adverse effect on
the performance of the Company. See "Business -- Raw Materials."

15
<PAGE>
RISKS RELATING TO THE LC ACQUISITION

The process of integrating the assets acquired pursuant to the LC
Acquisition may result in unforeseen operating difficulties, may require
substantial attention from members of the Company's senior management and may
require significant financial resources that would otherwise be available for
the ongoing development or expansion of the Company's existing operations. In
addition, in connection with the LC Acquisition, the Company has entered into
the LC Co-Pack Agreement with Kraft which has agreed to manufacture and
distribute syrup for the Company at prices based on historical manufacturing
costs for a period of up to nine months from the LC Acquisition Closing Date.
Thereafter, the Company intends to enter into a new co-pack agreement with a
third party or manufacture the syrup in a new facility to be acquired or leased
by the Company. There can be no assurance that the Company will be able to enter
into a new co-pack agreement on substantially the same terms as the LC Co-Pack
Agreement or will be able to acquire or lease such facility. LOG CABIN syrup
products have historically been sold directly by Kraft's sales force. The
Company intends to sell the LOG CABIN syrup products through its network of
independent food brokers; however, there can be no assurance that this change in
sales channels will be effective. In addition, Kraft has historically provided
computer, accounting, sales and marketing support. The Company has entered into
the LC Transition Services Agreement pursuant to which Kraft will provide
various sales, marketing, transactions processing, and accounting services to
the Company for a period of up to six months after the LC Acquisition Closing
Date. There can be no assurance that the Company will be able to perform these
services at a comparable cost. In order to transition the LOG CABIN business
into the Company's operations, the Company will increase its sales department by
three people, its marketing department by four people and its general and
administration department by five people. In addition, to accommodate the
additional personnel, the Company will expand its offices. Following the
expiration of the LC Co-Pack Agreement, the Company intends to move the syrup
manufacturing equipment to a third party manufacturing facility. If the
equipment is not necessary for the Company's syrup production requirements, the
Company will either store or sell the equipment. The Company expects the total
costs of this transition will be approximately $5.1 million.

RISKS RELATING TO THE MBW ACQUISITION

The Company was formed for the purpose of the MBW Acquisition. The Company's
business was previously operated as a product line of Unilever. There can be no
assurance that the Company will not encounter unanticipated problems or expenses
in establishing MRS. BUTTERWORTH'S as an independent company. The Company
believes that the costs of hiring personnel, establishing its corporate
infrastructure and transferring the production of MRS. BUTTERWORTH'S syrup from
Conopco to Red Wing will be approximately $5.8 million. In addition, Conopco
historically provided computer, accounting and human resources support,
warehouse space, a network of third-party distribution services and a network of
regional food brokers. There can be no assurance that the Company will be able
to perform these services at a comparable cost. The majority of the existing
broker agreements were transferred to the Company concurrently with the MBW
Acquisition. Although the Company believes that it will be able to continue such
broker agreements on substantially the same terms as those previously negotiated
with Conopco, there can be no assurance that the Company will be able to do so.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

The Company plans to continue to pursue additional acquisitions of well
recognized national and regional dry grocery brands. There can be no assurance,
however, that the Company will be able to identify additional acquisitions or
that, if consummated, any anticipated benefits will be realized from such
acquisitions. In addition, the availability of additional acquisition financing
cannot be assured and, depending on the terms of such additional acquisitions,
could be restricted by the terms of the Senior Credit Facilities and/or the
Indentures. The process of integrating acquired operations into the Company's
existing operations may result in unforeseen operating difficulties, may require
substantial

16
<PAGE>
attention from members of the Company's senior management and may require
significant financial resources that would otherwise be available for the
ongoing development or expansion of the Company's existing operations. Possible
future acquisitions by the Company could result in the incurrence of additional
debt, contingent liabilities and amortization expenses related to goodwill and
other intangible assets, all of which could materially adversely affect the
Company's financial condition and operating results.

IMPACT OF GOVERNMENTAL REGULATION

The Company is subject to numerous federal, state and local laws and
regulations concerning, among other things, health and safety matters, food
manufacture, product labeling, advertising and the environment. Compliance with
existing federal, state and local laws and regulations is not expected to have a
material adverse effect upon the earnings or competitive position of the
Company. However, the Company cannot predict the effect, if any, of laws and
regulations that may be enacted in the future, or of changes in the enforcement
of existing laws and regulations that are subject to extensive regulatory
discretion. See "Business -- Certain Legal and Regulatory Matters."

DEPENDENCE ON KEY MANAGEMENT

The Company's success will depend to a significant extent on Messrs. Ferraro
and Willett and upon Dartford. Although the Company has entered into employment
agreements with these executive officers and a management services agreement
with Dartford, there can be no assurance the Company will be able to retain its
executive officers and key personnel or attract additional qualified management
in the future.

CONTROL BY INVESTOR GROUP

All of the outstanding shares of the Company's Common Stock are beneficially
owned by MBW LLC. Accordingly, MBW LLC and the Equity Investors control the
Company and have the power to elect all of its directors, appoint new management
and approve any action requiring the approval of the holders of the Company's
Common Stock, including adopting amendments to the Company's Certificate of
Incorporation and approving mergers or sales of substantially all of the
Company's assets. See "Management." The directors elected by MBW LLC will have
the authority to make decisions affecting the capital structure of the Company,
including the issuance of additional capital stock, the implementation of stock
repurchase programs and the declaration of dividends. Pursuant to MBW LLC's
Limited Liability Company Agreement, for so long as MDC owns more than 50% of
the voting interests of MBW LLC, MDC will have the right to designate a majority
of the Board of Directors of the Company. See "Security Ownership."

ABSENCE OF PUBLIC MARKET

There has not previously been any public market for the New Notes or the Old
Notes. The Company does not intend to apply for listing of the New Notes on any
securities exchange or any automated dealer quotation system. Although the
Initial Purchaser has informed the Company that it currently intends to make a
market in the New Notes, it is not obligated to do so and any such market making
may be discontinued at any time without notice. There can be no assurance as to
the liquidity of any markets that may develop for the New Notes, the ability of
holders to sell the New Notes, or the price at which holders would be able to
sell the New Notes. Future trading prices of the New Notes will depend on many
factors, including among other things, prevailing interest rates, the Company's
operating results and the market for similar securities. Historically, the
market for securities similar to the New Notes, including non-investment grade
debt, has been subject to disruptions that have caused substantial volatility in
the prices of such securities. There can be no assurance that any market for the
New Notes, if such market develops, will not be subject to similar disruptions.

17
<PAGE>
FRAUDULENT CONVEYANCE

The incurrence of indebtedness (such as the Series C Notes) in connection
with the LC Acquisition and payments to consummate the LC Acquisition with the
proceeds thereof are subject to review under relevant federal and state
fraudulent conveyance statutes in a bankruptcy or reorganization case or a
lawsuit by or on behalf of creditors of the Company. Under these statutes, if a
court were to find that obligations (such as the Series C Notes) were incurred
with the intent of hindering, delaying or defrauding present or future creditors
or that the Company received less than a reasonably equivalent value or fair
consideration for those obligations and, at the time of the incurrence of the
obligations, the Company either (i) was insolvent or rendered insolvent by
reason thereof, (ii) was engaged or was about to engage in a business or
transaction for which its remaining unencumbered assets constituted unreasonably
small capital or (iii) intended to or believed that it would incur debts beyond
its ability to pay such debts as they matured or became due, such court could
void the Company's obligations under the Series C Notes, subordinate the Series
C Notes to other indebtedness of the Company or take other action detrimental to
the holders of the Series C Notes. The measure of insolvency for purposes of a
fraudulent conveyance claim will vary depending upon the law of the jurisdiction
being applied. Generally, however, a company will be considered insolvent at a
particular time if the sum of its debts at that time is greater than the then
fair value of its assets or if the fair saleable value of its assets at that
time is less than the amount that would be required to pay its probable
liability on its existing debts as they become absolute and mature. Based on its
own review, the Company's management believes that after giving effect to the LC
Acquisition, the Company was (i) neither insolvent nor rendered insolvent by the
incurrence of indebtedness in connection with the LC Acquisition, (ii) in
possession of sufficient capital to run its business effectively and (iii)
incurring debts within its ability to pay as the same mature or become due.
There can be no assurance, however, as to what standard a court would apply to
evaluate the parties' intent or to determine whether the Company was insolvent
at the time of, or rendered insolvent upon consummation of, the LC Acquisition
or that, regardless of the standard, a court would not determine that the
Company was insolvent at the time of, or rendered insolvent upon consummation
of, the LC Acquisition.

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<PAGE>
THE ACQUISITIONS

THE LC ACQUISITION

LC ASSET PURCHASE AGREEMENT

Pursuant to the LC Asset Purchase Agreement, the Company acquired
substantially all of the assets of the LOG CABIN syrup business for a cash
purchase price of approximately $222.0 million. The purchase price to be paid on
the LC Acquisition Closing Date is subject to adjustment within 45 days of the
LC Acquisition Closing Date on a dollar-for-dollar basis to the extent that the
book value of the finished goods inventory is less than or greater than $3.8
million. The assets acquired by the Company include (i) the LOG CABIN U.S. and
foreign trademarks, patents, copyrights and other intellectual property rights
relating to LOG CABIN products (except for those intellectual property rights
held in Mexico), (ii) the machinery, equipment and spare parts used in the
manufacture of LOG CABIN syrups, (iii) inventories held by Kraft on the LC
Acquisition Closing Date, including raw materials, packaging and finished goods,
(iv) proprietary formulations for LOG CABIN syrups, (v) other product
specifications and customer lists and (vi) rights under certain contracts,
licenses, purchase orders and other arrangements and permits. The Company did
not assume any pre-closing liabilities or obligations of Kraft except for
liabilities for refunds, adjustments, exchanges, returns and warranty and
merchantability claims, provided, however, that the Company will have no
liability for returns of defective products sold prior to the LC Acquisition
Closing Date and returned within 60 days after the LC Acquisition Closing Date
to the extent the value of such products exceeds $100,000. The LC Asset Purchase
Agreement contains customary representations, covenants and indemnification
provisions.

LC CO-PACK AGREEMENT

The Company and Kraft entered into a co-pack agreement dated July 1, 1997
(the "LC Co-Pack Agreement") pursuant to which Kraft will contract manufacture
and distribute all of the Company's requirements for specified syrup, subject to
certain minimum supply limits. Prices for the products will be based upon
historical manufacturing costs and will be fixed as specified in the LC Co-Pack
Agreement, with certain scheduled increases, and will be subject to adjustment
based upon purchase price variances for raw materials and packaging supplies and
fluctuations in monthly production volumes below certain monthly minimum levels.
The LC Co-Pack Agreement will remain in effect for nine months from the LC
Acquisition Closing Date, unless earlier terminated by the Company with 60 days
prior written notice. In addition, pursuant to the LC Co-Pack Agreement, the
Company licenses Kraft to use certain equipment acquired by the Company and
located in Kraft's manufacturing facilities for the purpose of manufacturing,
processing and packaging Excluded Products. This license commenced on the LC
Acquisition Closing Date and will terminate 30 days before the date on which the
Company elects to remove such equipment.

THE LC EXCLUDED PRODUCTS CO-PACK AGREEMENT

The Company and Kraft entered into a co-pack agreement relating to the
Excluded Products dated July 1, 1997 (the "LC Excluded Products Co-Pack
Agreement") pursuant to which the Company will provide manufacturing, processing
and packaging for the Excluded Products. The Company will commence providing
these services on the date that the relevant equipment used to make the Excluded
Products is removed from Kraft's manufacturing facility and begins operating at
the Company's facility or that of a third-party co-packer engaged by the
Company. The Excluded Products consist of individual syrup portion packs
manufactured, marketed, distributed and sold by Kraft pursuant to an agreement
with Alliant Food Services, Inc. Sales of the Excluded Products were
approximately $4.9 million in 1996. During the term of the LC Excluded Products
Co-Pack Agreement, Kraft will pay the Company prices for the Excluded Products
based upon the Company's fully allocated costs, without a margin, calculated in

19
<PAGE>
the same manner as Kraft's prices that will be set forth in the LC Co-Pack
Agreement, and subject to the same type and frequency of adjustments as the
prices set forth in the LC Co-Pack Agreement. The Company's obligation under the
LC Excluded Products Co-Pack Agreement will terminate on February 13, 2000,
unless earlier terminated pursuant to the terms of the LC Excluded Products
Co-Pack Agreement.

LC TRANSITION SERVICES AGREEMENT

The Company and Kraft entered into a transition services agreement dated
July 1, 1997 (the "LC Transition Services Agreement"), pursuant to which Kraft
will provide to the Company marketing services, transactions processing
services, accounting services and other related services. Such services will
generally be provided at the cost historically allocated to the LOG CABIN syrup
business for such services, adjusted to reflect any changes in the nature or
level of services. The LC Transition Services Agreement will continue for a
period of six months from the date thereof, unless earlier terminated pursuant
to its terms.

THE MBW ACQUISITION

MBW ASSET PURCHASE AGREEMENT

On the MBW Acquisition Closing Date, pursuant to the Asset Purchase
Agreement between Conopco and the Company, dated as of December 18, 1996 (the
"MBW Asset Purchase Agreement"), the Company acquired substantially all of the
assets of the MRS. BUTTERWORTH'S syrup and pancake mix business for a cash
purchase price of $114.6 million. The purchase price paid on the MBW Acquisition
Closing Date was subsequently reduced by $483,000 pursuant to the purchase price
adjustment mechanism set forth in the MBW Asset Purchase Agreement. The assets
acquired by the Company include (i) the MRS. BUTTERWORTH'S trademarks for the
United States, Canada and Puerto Rico and patents, copyrights and other
intellectual property rights relating to MRS. BUTTERWORTH'S products, (ii) the
machinery, equipment and spare parts used in the manufacture of MRS.
BUTTERWORTH'S syrups, (iii) inventories held by Conopco on the MBW Acquisition
Closing Date, including raw materials, packaging and finished goods, (iv)
proprietary formulations for MRS. BUTTERWORTH'S syrups and pancake mixes, (v)
other product specifications and customer lists and (vi) rights under certain
contracts, licenses, purchase orders and other arrangements and permits. Except
for warranty and related claims not to exceed $150,000, the Company did not
assume any pre-closing liabilities or obligations of Conopco. The MBW Asset
Purchase Agreement contains customary representations, covenants and
indemnification provisions.

MBW CO-PACK AGREEMENT

Pursuant to a co-pack agreement between Van den Bergh Foods Company ("VDB"),
a division of Conopco, and the Company dated as of December 31, 1996 (the "MBW
Co-Pack Agreement"), VDB will contract manufacture and package all of the
Company's requirements for specified syrup and pancake mix products, subject to
certain minimum and maximum supply limits. Prices for the products are fixed
based on the Conopco's actual 1996 costs, with certain scheduled increases, and
are subject to adjustment based upon purchase price variances for raw materials
and packaging supplies and fluctuations in monthly production volumes below
certain monthly minimum or above certain monthly maximum levels. The Co-Pack
Agreement terminates on December 31, 1997, subject to earlier termination with
respect to one or more products by mutual agreement of the parties. The Company
has entered into the Red Wing Co-Pack Agreement pursuant to which Red Wing will
contract manufacture MRS. BUTTERWORTH'S syrup for a period of five years
See."--The Red Wing Co-Pack Agreement."

20
<PAGE>
MBW TRANSITION SERVICES AGREEMENT

Pursuant to a transition services agreement between the Company and Conopco
dated as of December 31, 1996 (the "MBW Transition Services Agreement"), Conopco
provided the Company with certain operational and financial services which it
performed prior to the MBW Acquisition for a period not to exceed six months
from the MBW Acquisition Closing Date. The Company initially paid Conopco a
weekly fee of up to $17,000 for Conopco's sales services and a monthly fee of
$82,800 for all other services provided by Conopco under the MBW Transition
Services Agreement. The fees the Company pays to Conopco were reduced
proportionately as the Company assumed responsibility for the functions
described above. The MBW Transition Services Agreement terminated on June 30,
1997.

OTHER AGREEMENTS

Pursuant to a Shared Technology License Agreement dated as of December 31,
1996 between Conopco and the Company, Conopco granted the Company a
nonexclusive, perpetual and royalty-free right and license to use any
proprietary and/or confidential trade secrets, know-how, processes and other
technology used in connection with the MRS. BUTTERWORTH'S business.

Pursuant to a Flavor Supply Agreement dated as of December 31, 1996 (the
"Flavor Supply Agreement") between Quest International Flavors & Food
Ingredients Company ("Quest"), an affiliate of Unilever, and the Company, Quest
has agreed to provide the Company with certain flavor mixtures used in the
production of MRS. BUTTERWORTH'S syrups for a period of twelve years, subject to
certain minimum and maximum order limits. The Flavor Supply Agreement may be
terminated by either Quest or the Company upon written notice of a time period
specified therein. The Company believes that in the event that the Flavor Supply
Agreement is terminated, the Company could readily obtain an alternative supply
of flavor mixtures on comparable terms. Consequently, the Company does not
believe that it is dependent upon the Flavor Supply Agreement.

THE RED WING CO-PACK AGREEMENT

The Company entered into the Red Wing Co-Pack Agreement pursuant to which
Red Wing will contract manufacture and package all of the Company's requirements
for MRS. BUTTERWORTH'S syrup. Prices for the products are specified in the Red
Wing Co-Pack Agreement and are subject to adjustment based upon purchase price
variances for raw materials, packaging supplies and other production related
costs. Under the Red Wing Co-Pack Agreement, MRS. BUTTERWORTH'S syrup will be
produced and distributed from Red Wing's San Jose, California and Streator,
Illinois facilities. In consideration of certain additions made to Red Wing's
Streator, Illinois facility, the Company will pay additional charges on each
case of products produced up to an aggregate amount that is the lesser of the
actual construction costs of such additions or $1,850,000. During the initial
five year term, the Company will be subject to certain annual minimum purchase
requirements. The Company commenced transferring production of MRS.
BUTTERWORTH'S syrup from Conopco to Red Wing in August 1997 and expects to
complete the transition by December 1997. The Company may terminate in whole or
in part the Red Wing Co-Pack Agreement on or after two years from the date
thereof with 180 days written notice. In the event the Company so terminates, it
will be obligated to pay within 30 days of such termination the charges that
would have been paid in connection with the additions to the Streator facility.
In addition, if the Company fails to fulfill the minimum annual purchase
requirements, an additional 180 days will be added to the two year period for
each year such purchase requirements are not met. Unless earlier terminated, the
Red Wing Co-Pack Agreement will expire five years from the date thereof, but is
subject to automatic renewal for additional one year terms unless either party
gives 180 days written notice of its intent not to renew.

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<PAGE>
USE OF PROCEEDS OF THE NEW NOTES

This Exchange Offer is intended to satisfy obligations of the Company under
the Exchange and Registration Rights Agreement. The Company will not receive any
proceeds from the issuance of the New Notes offered hereby. In consideration for
issuing the New Notes as contemplated in this Prospectus, the Company will
receive, in exchange, Old Notes in like principal amount. The form and terms of
the New Notes are identical in all material respects to the form and terms of
the Old Notes, except as otherwise described herein under "The Exchange
Offer--Terms of the Exchange Offer." The Old Notes surrendered in exchange for
the New Notes will be retired and cancelled and cannot be reissued. Accordingly,
issuance of the New Notes will not result in any increase in the outstanding
debt of the Company.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
28, 1997, reflecting the MBW Acquisition and the MBW Refinancing, and as
adjusted to give effect to the LC Acquisition. This table should be read in
conjunction with the "Pro Forma Financial Information" included elsewhere in
this Prospectus.
<TABLE>
<CAPTION>
JUNE 28, 1997
----------------------
<S> <C> <C>
AS ADJUSTED
ACTUAL (UNAUDITED)
--------- -----------

<CAPTION>
(DOLLARS IN MILLIONS)
<S> <C> <C>
Cash................................................................................. $ 12.6 $ --
--------- -----------
--------- -----------

Long-term debt (including current maturities):
Revolving Facility(1).............................................................. -- 47.0
Term Facility...................................................................... -- 40.0
Series A Notes..................................................................... 100.0 100.0
Series C Notes(2).................................................................. -- 102.5
--------- -----------
Total long-term debt............................................................. 100.0 289.5
Total stockholder's equity(3)........................................................ 33.5 61.0
--------- -----------
Total capitalization................................................................. $ 133.5 $ 350.5
--------- -----------
--------- -----------
</TABLE>

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

(1) Reflects borrowings under a $60.0 Revolving Facility. See "Description of
Senior Credit Facilities."

(2) Includes a $2.5 million premium received in connection with the Series C
Notes Offering.

(3) Stockholder's equity, as adjusted, reflects an equity contribution from
Holdings of $27.5 million for the LC Acquisition, which is net of certain
transaction expenses of $1.1 million.

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<PAGE>
THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

Pursuant to the Exchange and Registration Rights Agreement, the Company has
agreed to file a registration statement with respect to an offer to exchange the
Old Notes for senior debt securities of the Company with terms substantially
identical to the Old Notes (except that the New Notes will not contain terms
with respect to transfer restrictions, registration rights and liquidated
damages) on or prior to 60 days after the Issue Date and to use best efforts to
cause such registration statement to become effective under the Securities Act
within 150 days after the Issue Date. The Old Notes were issued on February 10,
1997. In the event that applicable interpretations of the staff of the
Commission do not permit the Company to effect the Exchange Offer as
contemplated thereby, or if certain holders of the Old Notes notify the Company
that they are not eligible to participate in, or would not receive freely
tradeable New Notes in exchange for tendered Old Notes pursuant to, the Exchange
Offer, the Company will use its best efforts to cause to become effective a
shelf registration statement (the "Shelf Registration Statement") with respect
to the resale of the Old Notes and to keep the Shelf Registration Statement
effective until three years after the Issue Date. In the event that the Company
is not in compliance with certain obligations under the Exchange and
Registration Rights Agreement, the Company shall be obligated to pay liquidated
damages to holders of the Old Notes. See "Old Notes Exchange and Registration
Rights Agreement."

Each holder of the Old Notes that wishes to exchange such Old Notes for New
Notes in the Exchange Offer will be required to make certain representations,
including representations that (i) any New Notes to be received by it will be
acquired in the ordinary course of its business, (ii) it has no arrangement with
any person to participate in the distribution of the New Notes and (iii) it is
not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company
or Holdings or if it is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

RESALE OF NEW NOTES

Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third-parties, the Company believes that, except as
described below, New Notes issued pursuant to the Exchange Offer in exchange for
Old Notes may be offered for resale, resold and otherwise transferred by any
holder thereof (other than a holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holder's business and such holder does not intend to participate and has no
arrangement or understanding with any person to participate in the distribution
of such New Notes. Any holder who tenders in the Exchange Offer with the
intention or for the purpose of participating in a distribution of the New Notes
cannot rely on such interpretation by the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. Unless an
exemption from registration is otherwise available, any such resale transaction
should be covered by an effective registration statement containing the selling
security holder's information required by Item 507 of Regulation S-K under the
Securities Act. This Prospectus may be used for an offer to resell, resale or
other retransfer of New Notes only as specifically set forth herein. Only
broker-dealers who acquired the Old Notes as a result of market-making
activities or other trading activities may participate in the Exchange Offer.
Each broker-dealer that receives New Notes for its own account in exchange for
Old Notes, where such Old Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that
it will deliver a prospectus in connection with any resale of such New Notes.
See "Plan of Distribution."

23
<PAGE>
TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept for exchange any and
all Old Notes properly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on the Expiration Date. The Company will issue $1,000 principal
amount of New Notes in exchange for each $1,000 principal amount of outstanding
Old Notes surrendered pursuant to the Exchange Offer. Old Notes may be tendered
only in integral multiples of $1,000.

The form and terms of the New Notes will be the same as the form and terms
of the Old Notes except the New Notes will be registered under the Securities
Act and hence will not bear legends restricting the transfer thereof. The New
Notes will evidence the same debt as the Old Notes. The New Notes will be issued
under and entitled to the benefits of the Indenture, which also authorized the
issuance of the Old Notes, such that both series will be treated as a single
class of debt securities under the Indenture.

The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Old Notes being tendered for exchange.

As of the date of this Prospectus, $100.0 million aggregate principal amount
of the Series A Notes are outstanding. This Prospectus, together with the Letter
of Transmittal, is being sent to all registered holders of Old Notes. There will
be no fixed record date for determining registered holders of Old Notes entitled
to participate in the Exchange Offer.

The Company intends to conduct the Exchange Offer in accordance with the
provisions of the Exchange and Registration Rights Agreement and the applicable
requirements of the Exchange Act, and the rules and regulations of the
Commission thereunder. Old Notes which are not tendered for exchange in the
Exchange Offer will remain outstanding and continue to accrue interest and will
be entitled to the rights and benefits such holders have under the Indenture and
the Exchange and Registration Rights Agreement.

The Company shall be deemed to have accepted for exchange properly tendered
Notes when, as and if the Company shall have given oral or written notice
thereof to the Exchange Agent and complied with the provisions of Section 1 of
the Exchange and Registration Rights Agreement. The Exchange Agent will act as
agent for the tendering holders for the purposes of receiving the New Notes from
the Company. The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions specified
below under "-- Certain Conditions to the Exchange Offer."

Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the Exchange Offer. The Company will pay all charges and expenses,
other than certain applicable taxes described below, in connection with the
Exchange Offer. See "--Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York City time on
October 9, 1997, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended.

In order to extend the Exchange Offer, the Company will notify the Exchange
Agent of any extension by oral or written notice and will mail to the registered
holders of Old Notes an announcement thereof, each prior to 9:00 a.m., New York
City time, on the next business day after the then Expiration Date.

The Company reserves the right, in its sole discretion, (i) to delay
accepting for exchange any Old Notes, to extend the Exchange Offer or to
terminate the Exchange Offer if any of the conditions set forth

24
<PAGE>
below under "--Certain Conditions to the Exchange Offer" shall not have been
satisfied, by giving oral or written notice of such delay, extension or
termination to the Exchange Agent or (ii) to amend the terms of the Exchange
Offer in any manner. Any such delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by oral or written notice
thereof to the registered holders of Old Notes. If the Exchange Offer is amended
in a manner determined by the Company to constitute a material change, the
Company will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the registered holders, and the Company
will extend the Exchange Offer, depending upon the significance of the amendment
and the manner of disclosure to the registered holders, if the Exchange Offer
would otherwise expire during such period.

INTEREST ON THE NEW NOTES

The New Notes will bear interest at a rate of 9 7/8% per annum, payable
semi-annually, on February 15 and August 15 of each year, commencing on February
15, 1998. Holders of New Notes will receive interest on February 15, 1998 from
the date of initial issuance of the New Notes, plus an amount equal to the
accrued interest on the Old Notes. Interest on the Old Notes accepted for
exchange will cease to accrue upon issuance of the New Notes.

CERTAIN CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other term of the Exchange Offer, the Company will not
be required to accept for exchange, or exchange any New Notes for, any Old
Notes, and may terminate the Exchange Offer as provided herein before the
acceptance of any Old Notes for exchange, if:

(a) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency with respect to the Exchange Offer
which, in the Company's reasonable judgment, might materially impair the
ability of the Company to proceed with the Exchange Offer; or

(b) any law, statute, rule or regulation is proposed, adopted or
enacted, or any existing law, statute, rule or regulation is interpreted by
the staff of the Commission, which, in the Company's reasonable judgment,
might materially impair the ability of the Company to proceed with the
Exchange Offer; or

(c) any governmental approval has not been obtained, which approval the
Company shall, in its reasonable discretion, deem necessary for the
consummation of the Exchange Offer as contemplated hereby.

The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Old Notes, by giving oral or
written notice of such extension to the holders thereof. During any such
extensions, all Old Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Company. Any Old Notes
not accepted for exchange for any reason will be returned without expense to the
tendering holder thereof as promptly as practicable after the expiration or
termination of the Exchange Offer.

The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the occurrence of any of the conditions of the Exchange Offer
specified above under "--Certain Conditions to the Exchange Offer." The Company
will give oral or written notice of any extension, amendment, non-acceptance or
termination to the holders of the Old Notes as promptly as practicable, such
notice in the case of any extension to be issued no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the

25
<PAGE>
Company in whole or in part at any time and from time to time in its sole
discretion. The failure by the Company at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time.

In addition, the Company will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for any such Old Notes, if
at such time any stop order shall be threatened or in effect with respect to the
Registration Statement of which this Prospectus constitutes a part or the
qualification of the Indenture under the Trust Indenture Act of 1939 (the
"TIA").

PROCEDURES FOR TENDERING

Only a holder of Old Notes may tender such Old Notes in the Exchange Offer.
To tender in the Exchange Offer, a holder must complete, sign and date the
Letter of Transmittal, or facsimile thereof, have the signature thereon
guaranteed if required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date or, in the alternative,
comply with DTC's ATOP procedures described below. In addition, either (i) Old
Notes must be received by the Exchange Agent along with the Letter of
Transmittal, or (ii) a timely confirmation of book-entry transfer (a "Book-Entry
Confirmation") of such Old Notes, if such procedure is available, into the
Exchange Agent's account at the Depository Trust Company (the "Book-Entry
Transfer Facility" or "DTC") pursuant to the procedure for book-entry transfer
described below or properly transmitted Agent's Message (as defined below) must
be received by the Exchange Agent prior to the Expiration Date, or (iii) the
holder must comply with the guaranteed delivery procedures described below. To
be tendered effectively, the Letter of Transmittal and other required documents
must be received by the Exchange Agent at the address set forth below under "The
Exchange Offer--Exchange Agent" prior to 5:00 p.m., New York City time, on the
Expiration Date.

The tender by a holder which is not withdrawn prior to the Expiration Date
will constitute an agreement between such holder and the Company in accordance
with the terms and subject to the conditions set forth herein and in the Letter
of Transmittal.

THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE
HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR
OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.

Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered holder promptly and instruct such registered
holder of Old Notes to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's own behalf, such owner must,
prior to completing and executing the Letter of Transmittal and delivering such
owner's Old Notes, either make appropriate arrangements to register ownership of
the Old Notes in such owner's name or obtain a properly completed bond power
from the registered holder of Old Notes. The transfer of registered ownership
may take considerable time and may not be able to be completed prior to the
Expiration Date.

Signatures on a Letter of Transmittal or a notice of withdrawal described
below, as the case be, must be guaranteed by an Eligible Institution (as defined
below) unless the Old Notes tendered pursuant thereto are tendered (i) by a
registered holder who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution. In the event that signatures on
a Letter of Transmittal or a notice of withdrawal, as the

26
<PAGE>
case may be, are required to be guaranteed, such guarantor must be a member firm
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of
the recognized signature guarantee programs identified in the Letter of
Transmittal (an "Eligible Institution").

If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Notes listed therein, such Old Notes must be endorsed or
accompanied by a properly completed bond power, signed by such registered holder
as such registered holder's name appears on such Old Notes with the signature
thereon guaranteed by an Eligible Institution.

If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
provide evidence satisfactory to the Company of their authority to so act must
be submitted with the Letter of Transmittal.

The Exchange Agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may utilize DTC's ATOP to tender.
Accordingly, participants in DTC's ATOP may, in lieu of physically completing
and signing the Letter of Transmittal and delivering it to the Exchange Agent,
electronically transmit their acceptance of the Exchange Offer by causing the
Depositary to transfer the Old Notes to the Exchange Agent in accordance with
the Depositary's ATOP procedures for transfer. The Depositary will then send an
Agent's Message to the Exchange Agent.

The term "Agent's Message" means a message transmitted by DTC received by
the Exchange Agent and forming part of the Book-Entry Confirmation, which states
that the Depositary has received an express acknowledgement from a participant
in DTC's ATOP that is tendering Old Notes which are the subject of such book
entry confirmation, that such participant has received and agrees to be bound by
the terms of the Letter of Transmittal (or, in the case of an Agent's Message
relating to guaranteed delivery, that such participant has received and agrees
to be bound by the applicable Notice of Guaranteed Delivery), and that the
agreement may be enforced against such participant.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in the Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Although the Company intends to notify holders of defects or irregularities with
respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any
other person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Notes received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holder, unless otherwise provided in the Letter of
Transmittal, as soon as practicable following the Expiration Date.

In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of Old Notes or a timely Book-Entry Confirmation of such
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility,
a properly completed and duly executed Letter of Transmittal and all other
required documents. If any tendered Old Notes are not accepted for exchange for
any reason set forth in the

27
<PAGE>
terms and conditions of the Exchange Offer or if Old Notes are submitted for a
greater principal amount than the holder desires to exchange, such unaccepted or
non-exchanged Old Notes will be returned without expense to the tendering holder
thereof (or, in the case of Old Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described below, such non-exchanged Notes will be
credited to an account maintained with such Book-Entry Transfer Facility) as
promptly as practicable after the expiration or termination of the Exchange
Offer.

BOOK-ENTRY TRANSFER

The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Notes may be effected through book-entry transfer at the Book-Entry
Transfer Facility, the Letter of Transmittal or facsimile thereof, with any
required signature guarantees and any other required documents, must, in any
case, be transmitted to and received by the Exchange Agent at the address set
forth below under "--Exchange Agent" on or prior to the Expiration Date or, if
the guaranteed delivery procedures described below are to be complied with,
within the time period provided under such procedures. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date, may effect a tender if:

(a) The tender is made through an Eligible Institution;

(b) Prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder, the registered number(s)
of such Old Notes and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within three
(3) New York Stock Exchange trading days after the Expiration Date, the
Letter of Transmittal (or facsimile thereof) together with the Old Notes or
a Book-Entry Confirmation, as the case may be, and any other documents
required by the Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent; and

(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), or properly transmitted Agent's Message as well as all
tendered Notes in proper form for transfer or a Book-Entry Confirmation, as
the case may be, and all other documents required by the Letter of
Transmittal, are received by the Exchange Agent within three (3) New York
Stock Exchange trading days after the Expiration Date.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.

WITHDRAWAL OF TENDERS

Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

28
<PAGE>
For a withdrawal to be effective, (i) a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses set forth below under
"--Exchange Agent" or (ii) holders must comply with the appropriate procedures
of DTC's ATOP system. Any such notice of withdrawal must specify the name of the
person having tendered the Old Notes to be withdrawn, identify the Old Notes to
be withdrawn (including the principal amount of such Old Notes), and (where
certificates for Old Notes have been transmitted) specify the name in which such
Old Notes were registered, if different from that of the withdrawing holder. If
certificates for Old Notes have been delivered or otherwise identified to the
Exchange Agent, then, prior to the release of such certificates the withdrawing
holder must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such holder is an Eligible Institution. If Old Notes
have been tendered pursuant to the procedure for book-entry transfer described
above, any notice of withdrawal must specify the name and number of the account
at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes
and otherwise comply with the procedures of such facility. All questions as to
the validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the holder thereof without cost to such holder (or,
in the case of Old Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described above, such Old Notes will be credited to an
account maintained with such Book-Entry Transfer Facility for the Old Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be retendered by following one
of the procedures described under "--Procedures for Tendering" above at any time
on or prior to the Expiration Date.

EXCHANGE AGENT

Wilmington Trust Company has been appointed as Exchange Agent of the
Exchange Offer. Questions and requests for assistance, requests for additional
copies of this Prospectus or of the Letter of Transmittal and requests for
Notice of Guaranteed Delivery should be directed to the Exchange Agent addressed
as follows:

<TABLE>
<S> <C>
BY REGISTERED OR CERTIFIED MAIL OR BY BY HAND:
OVERNIGHT COURIER:
Wilmington Trust Company Wilmington Trust Company
Attn: Jill Rylee Attn: Corporate Trust Operations
Corporate Trust & Administration Window c/o Harris Trust Company of New York,
1100 North Market Street as Agent
Rodney Square North 75 Water Street
Wilmington, Delaware 19890-0001 New York, New York 10004

BY FACSIMILE:
Wilmington Trust Company
Corporate Trust Administration
Facsimile: (302) 651-1079
Confirm by Telephone: (302) 651-8864

</TABLE>

29
<PAGE>
FEES AND EXPENSES

The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone or in person by officers and regular
employees of the Company and its affiliates.

The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to broker-dealers or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.

The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company and are estimated in the aggregate to be approximately
$250,000. Such expenses include registration fees, fees and expenses of the
Exchange Agent and Trustee, accounting and legal fees and printing costs, and
related fees and expenses.

The Company will pay all transfer taxes, if any, applicable to the exchange
of Notes pursuant to the Exchange Offer. If, however, certificates representing
Old Notes for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of Notes tendered, or if tendered Notes are registered in the
name of any person other than the person signing the Letter of Transmittal, or
if a transfer tax is imposed for any reason other than the exchange of Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

TRANSFER TAXES

Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith, except that holders who instruct the
Company to register New Notes in the name of, or request that Old Notes not
tendered or not accepted in the Exchange Offer be returned to, a person other
than the registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes, as set forth (i) in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to the exemptions from, or
in transactions not subject to, the registration requirements of the Securities
Act and applicable state securities laws and (ii) otherwise set forth in the
Offering Memorandum dated February 10, 1997 distributed in connection with the
Series A Notes Offering. In general, the Old Notes may not be offered or sold,
unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. The Company does not currently anticipate that it will
register the Old Notes under the Securities Act. Based on interpretations by the
staff of the Commission, New Notes issued pursuant to the Exchange Offer may be
offered for resale, resold or otherwise transferred by holders thereof (other
than any such holder which is an "affiliate" of the Company within the meaning
of Rule 405 under the Securities Act) without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement or understanding with respect to the distribution of
the New Notes to be acquired pursuant to the Exchange Offer. Any holder who
tenders in the Exchange Offer for the purpose of participating in a distribution
of the New Notes (i) could not rely on the applicable interpretations of the
staff of the Commission and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction. In addition, to comply with the securities laws of
certain jurisdictions, if applicable, the New Notes may not be offered or sold
unless they have been registered or such securities laws have been complied
with. The Company has agreed, pursuant to the Exchange and Registration Rights
Agreement and subject to certain specified limitations therein, to register or
qualify the New Notes for offer or sale under the securities or blue sky laws of
such jurisdictions as any holder of the New Notes may request in writing.

30
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA--THE COMPANY AND MBW PREDECESSOR

The following table sets forth selected historical financial data of the MBW
Predecessor for the years ended December 31, 1994, 1995 and 1996 and the six
months ended June 30, 1996 and for the Company for the six months ended June 28,
1997. The selected historical statement of operations data for the years ended
December 31, 1994, 1995 and 1996 are derived from the audited financial
statements of the MBW Predecessor included elsewhere in this Prospectus which
have been audited by Price Waterhouse LLP. The selected historical statement of
operations data for the six months ended June 30, 1996 are derived from the
unaudited financial statements of the MBW Predecessor which are included
elsewhere in this Prospectus which, in the opinion of management, include all
normal, recurring adjustments. The selected historical statement of operations
data for the six months ended June 28, 1997 are derived from the unaudited
financial statements of the Company which are included elsewhere in this
Prospectus and which, in the opinion of management, include all normal,
recurring adjustments. This table should be read in conjunction with the
historical financial statements and related notes thereto of the Company and the
MBW Predecessor included elsewhere in this Prospectus and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
MBW PREDECESSOR COMPANY
------------------------------------------------ ------------
SIX MONTHS SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED ENDED
---------------------------------- JUNE 30, JUNE 28,
1994 1995 1996 1996 1997
---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Net sales...................................................... $ 96,729 $ 91,302 $ 89,541 $ 43,548 $ 42,891
Cost of products sold.......................................... 29,930 27,743 28,955 13,793 14,271
---------- ---------- ---------- ------------ ------------
Gross profit................................................. 66,799 63,559 60,586 29,755 28,620
---------- ---------- ---------- ------------ ------------
Brokerage, distribution and marketing expenses:
Brokerage and distribution................................... 8,662 7,583 8,140 3,818 4,699
Trade promotions............................................. 21,911 19,380 17,672 8,697 7,074
Consumer marketing........................................... 15,297 13,291 10,835 6,140 4,367
---------- ---------- ---------- ------------ ------------
Total brokerage, distribution and marketing expenses......... 45,870 40,254 36,647 18,655 16,140
---------- ---------- ---------- ------------ ------------
Selling, general and administrative expenses................... 6,829 6,120 6,753 3,376 2,328
Amortization of goodwill and other intangibles................. -- -- -- -- 1,658
Transition costs............................................... -- -- -- -- 324
---------- ---------- ---------- ------------ ------------
Operating profit............................................. 14,100 17,185 17,186 7,724 8,170
---------- ---------- ---------- ------------ ------------
Amortization of deferred financing fees........................ -- -- -- -- 2,502
Interest expense, net.......................................... -- -- -- -- 5,093
---------- ---------- ---------- ------------ ------------
Income before income taxes................................... 14,100 17,185 17,186 7,724 575
Provision for income taxes..................................... 5,429 6,616 6,616 2,974 230
---------- ---------- ---------- ------------ ------------
Net income(1) $ 8,671 $ 10,569 $ 10,570 $ 4,750 $ 345
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
BALANCE SHEET DATA:
Total assets(2) NA NA NA NA $ 144,063
Long-term debt(2) NA NA NA NA 100,000
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(3).......................... NA NA NA NA 1.07
</TABLE>

- ------------------------------
(1) Amount represents net sales less direct and allocated expenses for the MBW
Predecessor.
(2) Total assets and long-term debt balance sheet data are not available for
the MBW Predecessor because Unilever did not maintain balance sheets or
separate asset and liability accounts by product line for the MBW
Predecessor.
(3) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as net income before provision for income taxes, plus
fixed charges. Fixed charges consist of interest expense on all
indebtedness, amortization of deferred financing fees and one-third of
rental expense on operating leases, representing that portion of rental
expense deemed by the Company to be attributable to interest. Unilever did
not allocate any fixed charges to the MBW Predecessor.

31
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA--LC BUSINESS

The following table sets forth selected historical financial data of the LC
Business for the periods indicated. The selected historical statement of
operations data for the years ended December 31, 1994, December 30, 1995 and
December 28, 1996 are derived from the audited financial statements of the LC
Business included elsewhere in this Prospectus which have been audited by
Coopers & Lybrand L.L.P. The selected historical statement of operations data
for the six months ended June 29, 1996 and June 28, 1997 are derived from the
unaudited financial statements of the LC Business which are included elsewhere
in this Prospectus and which, in the opinion of management, include all normal,
recurring adjustments. This information should be read in conjunction with the
historical financial statements and related notes thereto of the LC Business
appearing elsewhere in this Prospectus and with "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------
DECEMBER 31, DECEMBER 30, DECEMBER 28,
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Net sales.............................................. $115,894 $106,330 $104,466
Cost of products sold.................................. 35,254 35,804 36,237
------------ ------------ ------------
Gross profit......................................... 80,640 70,526 68,229
Brokerage, distribution and marketing expenses:
Brokerage and distribution........................... 7,553 7,620 7,099
Trade promotions..................................... 20,898 23,239 21,355
Consumer marketing................................... 7,940 5,478 3,994
------------ ------------ ------------
Total brokerage, distribution and marketing
expenses............................................. 36,391 36,337 32,448
Selling, general and administrative expenses........... 7,863 7,738 7,388
Amortization of goodwill and other intangibles......... 1,350 1,350 1,350
------------ ------------ ------------
Operating profit..................................... 35,036 25,101 27,043
Provision for income taxes............................. 14,391 10,461 11,229
------------ ------------ ------------
Net income(1)........................................ $ 20,645 $ 14,640 $ 15,814
------------ ------------ ------------
------------ ------------ ------------
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(2).................. NA NA NA

SIX MONTHS ENDED
-----------------------------
JUNE 29, 1996 JUNE 28, 1997
------------- -------------
<S> <C> <C>

STATEMENT OF OPERATIONS DATA:
Net sales.............................................. $51,509 $51,222
Cost of products sold.................................. 16,269 18,067
------------- -------------
Gross profit......................................... 35,240 33,155
Brokerage, distribution and marketing expenses:
Brokerage and distribution........................... 3,589 3,239
Trade promotions..................................... 10,452 9,457
Consumer marketing................................... 3,789 597
------------- -------------
Total brokerage, distribution and marketing
expenses............................................. 17,830 13,293
Selling, general and administrative expenses........... 3,802 3,637
Amortization of goodwill and other intangibles......... 675 675
------------- -------------
Operating profit..................................... 12,933 15,550
Provision for income taxes............................. 5,303 6,376
------------- -------------
Net income(1)........................................ $ 7,630 $ 9,174
------------- -------------
------------- -------------
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(2).................. NA NA
</TABLE>

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

(1) Amount represents net sales less direct and allocated expenses for the
years ended December 31, 1994, December 30, 1995, and December 28, 1996 and
for the six months ended June 30, 1996.
(2) Kraft did not allocate any fixed charges to the LC Business.

32
<PAGE>
PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial statements (the "Pro Forma
Financial Statements") for the year ended December 31, 1996 are based on the
audited financial statements of the MBW Predecessor and the LC Business which
are included elsewhere in this Prospectus. The Unaudited Pro Forma Balance Sheet
as of June 28, 1997 is based on unaudited financial information of the Company
and unaudited financial information of the LC Business which are included
elsewhere in this Prospectus, and which, in the opinion of management, include
all normal, recurring adjustments. The Unaudited Pro Forma Statement of
Operations for the six months ended June 30, 1996 is based on the unaudited
financial information of the MBW Predecessor and the LC Business which are
included elsewhere in this Prospectus, and which, in the opinion of management,
include all normal, recurring adjustments. The Unaudited Pro Forma Statement of
Operations for the six months ended June 28, 1997 is based on the unaudited
financial information of the Company and the LC Business, which are included
elsewhere in this Prospectus and which, in the opinion of management, include
all normal, recurring adjustments. The Pro Forma Financial Statements give
effect to the LC Acquisition as if it had occurred as of June 28, 1997 for
balance sheet data. For statement of operations data, the Pro Forma Financial
Statements give effect to the Transactions as if they had each occurred as of
January 1, 1996. See "Prospectus Summary--The Acquisitions, Financings and
Related Transactions".

The pro forma financial information set forth below reflects pro forma
adjustments that are based upon available information and assumptions that the
Company believes are reasonable. The pro forma financial information does not
purport to represent what the Company's results of operations or financial
condition actually would have been had the Transactions been consummated as of
such dates or for such periods or project the Company's results of operations or
financial condition for any future period. The Pro Forma Financial Statements
and accompanying notes should be read in conjunction with the historical
financial statements of the Company and the Predecessor and other financial
information pertaining to the Company including "Capitalization" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.

33
<PAGE>
AURORA FOODS INC.

UNAUDITED PRO FORMA BALANCE SHEET
AS OF JUNE 28, 1997

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
LC BUSINESS
STATEMENT OF COMPANY
COMPANY ASSETS TO BE PRO FORMA PRO FORMA
ACTUAL ACQUIRED(a) ADJUSTMENTS BALANCE SHEET
----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
ASSETS:
Cash.................................................. $ 12,642 $ -- $ (11,665)(b) $ 977
Accounts receivable................................... 5,716 -- -- 5,716
Accounts receivable--other............................ 1,722 -- -- 1,722
Inventories........................................... 1,698 6,717 -- 8,415
Prepaid expenses...................................... 142 -- -- 142
----------- ------------- ------------ --------------
Total current assets.............................. 21,920 6,717 (11,665) 16,972
Machinery and equipment............................... 5,448 7,468 -- 12,916
Goodwill and other intangible assets.................. 109,807 -- 208,215(c) 318,022
Other assets.......................................... 6,888 -- 6,265(d) 13,153
----------- ------------- ------------ --------------
Total assets...................................... $ 144,063 $ 14,185 $ 202,815 $ 361,063
----------- ------------- ------------ --------------
----------- ------------- ------------ --------------
LIABILITIES AND STOCKHOLDER'S EQUITY:
Accrued expenses...................................... $ 10,523 $ -- $ 10,523
Net current deferred tax liability.................... 35 35
Revolving Facility.................................... -- 47,000(e) 47,000
Term Facility......................................... -- 40,000(e) 40,000
Series A Notes........................................ 100,000 -- 100,000
Series C Notes........................................ -- 102,500(f) 102,500
----------- ------------ --------------
Total liabilities................................. 110,558 189,500 300,058
Common stock.......................................... 33,160 27,500(g) 60,660
Retained earnings..................................... 345 -- 345
----------- ------------ --------------
Total stockholder's equity........................ 33,505 27,500 61,005
----------- ------------ --------------
Total liabilities and stockholder's equity........ $ 144,063 $ 217,000 $ 361,063
----------- ------------ --------------
----------- ------------ --------------
</TABLE>

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

(a) Full financial statements, including complete historical balance sheets, of
the LC Business have not been presented as Kraft did not operate the LC
Business as a separate division. Accordingly, it is not practicable to
separate other components of assets, liabilities or cash flows related
specifically to the LC Business.

(b) Reflects the use of cash for the LC Acquisition.

(c) Reflects the excess of cost over the fair market value of the net tangible
assets acquired in connection with the LC Acquisition. Goodwill and
trademarks will be amortized on a straight-line basis over 40 years and
other intangibles over periods ranging from five to 20 years. The Company
will evaluate the net realizable value of intangible assets on an ongoing
basis relying on a number of factors, including operating results and future
undiscounted cash flows.

(d) Reflects deferred financing costs incurred in connection with the LC
Acquisition.

(e) Reflects borrowings under the Senior Credit Facilities.

(f) Reflects issuance of the Series C Notes including a $2.5 million premium
received in connection with the Series C Notes Offering.

(g) Reflects a $27.5 million equity contribution from Holdings, which is net of
certain transaction expenses of $1.1 million.

34
<PAGE>
AURORA FOODS INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MBW MBW LC INCREMENTAL
PREDECESSOR PRO FORMA MBW BUSINESS PRO FORMA COMPANY PRO
HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS FORMA
----------- ----------------- ------------ ---------- ----------------- -----------

<S> <C> <C> <C> <C> <C> <C>
Net sales........... $89,541 $ 2,040(a) $91,581 $104,466 $ -- $196,047
Cost of products
sold.............. 28,955 958(b)(c) 29,913(h) 36,237 (451)(k)(l) 65,699(q)
----------- ------- ------------ ---------- -------- -----------
Gross profit...... 60,586 1,082 61,668 68,229 451 130,348
----------- ------- ------------ ---------- -------- -----------
Brokerage,
distribution and
marketing
expenses:
Brokerage and
distribution.... 8,140 -- 8,140 7,099 3,134(m) 18,373
Trade
promotions...... 17,672 2,040(a) 19,712 21,355 -- 41,067
Consumer
marketing....... 10,835 -- 10,835 3,994 -- 14,829
----------- ------- ------------ ---------- -------- -----------
Total brokerage,
distribution and
marketing
expenses.......... 36,647 2,040 38,687 32,448 3,134 74,269

Selling, general and
administrative
expenses.......... 6,753 --(d) 6,753(i) 7,388 --(n) 14,141(r)
Amortization of
goodwill and other
intangibles....... -- 3,066(e) 3,066 1,350 5,485(o) 9,901
----------- ------- ------------ ---------- -------- -----------
Operating
profit.......... 17,186 (4,024) 13,162 27,043 (8,168) 32,037

Amortization of
deferred financing
fees.............. -- 856(f) 856 -- 421(p) 1,277
Interest expense.... -- 10,175(f) 10,175 -- 16,441(p) 26,616
----------- ------- ------------ ---------- -------- -----------
Income before
income taxes.... 17,186 (15,055) 2,131 27,043 (25,030) 4,144

Provision for income
taxes............. 6,616 (5,796)(g) 820 11,229 (10,454)(g) 1,595
----------- ------- ------------ ---------- -------- -----------
Net income........ $10,570 $(9,259) $ 1,311 $ 15,814 $(14,576) $ 2,549
----------- ------- ------------ ---------- -------- -----------
----------- ------- ------------ ---------- -------- -----------
</TABLE>

See Accompanying Notes to Unaudited Pro Forma Statements of Operations

35
<PAGE>
AURORA FOODS INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MBW MBW LC INCREMENTAL
PREDECESSOR PRO FORMA MBW BUSINESS PRO FORMA COMPANY
HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------------- ----------- ---------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales........... $43,548 $ 958(a) $44,506 $ 51,509 $ -- $ 96,015
Cost of products
sold.............. 13,793 786(b)(c) 14,579(h) 16,269 347(k)(l) 31,195(q)
----------- ----------------- ----------- ---------- ----------------- -----------
Gross profit.... 29,755 172 29,927 35,240 (347) 64,820
----------- ----------------- ----------- ---------- ----------------- -----------
Brokerage,
distribution and
marketing
expenses:
Brokerage and
distribution.... 3,818 -- 3,818 3,589 1,545(m) 8,952
Trade
promotions...... 8,697 958(a) 9,655 10,452 -- 20,107
Consumer
marketing....... 6,140 -- 6,140 3,789 -- 9,929
----------- ----------------- ----------- ---------- ----------------- -----------
Total brokerage,
distribution and
marketing
expenses........ 18,655 958 19,613 17,830 1,545 38,988

Selling, general and
administrative
expenses.......... 3,376 --(d) 3,376(i) 3,802 --(n) 7,178(r)
Amortization of
goodwill and other
intangibles....... -- 1,533(e) 1,533 675 2,743(o) 4,951
----------- ----------------- ----------- ---------- ----------------- -----------
Operating
profit........ 7,724 (2,319) 5,405 12,933 (4,635) 13,703

Amortization of
deferred financing
fees.............. -- 428(f) 428 -- 210(p) 638
Interest expense.... -- 5,088(f) 5,088 -- 8,221(p) 13,309
----------- ----------------- ----------- ---------- ----------------- -----------
Loss before
income
taxes......... 7,724 (7,835) (111) 12,933 (13,066) (244)

Benefit from income
taxes............. 2,974 (3,016)(g) (42) 5,303 (5,354)(g) (93)
----------- ----------------- ----------- ---------- ----------------- -----------
Net loss........ $ 4,750 $(4,819) $ (69) $ 7,630 $ (7,712) $ (151)
----------- ----------------- ----------- ---------- ----------------- -----------
----------- ----------------- ----------- ---------- ----------------- -----------
</TABLE>

See Accompanying Notes to Unaudited Pro Forma Statements of Operations.

36
<PAGE>
AURORA FOODS INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 28, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MBW LC INCREMENTAL
COMPANY PRO FORMA MBW BUSINESS PRO FORMA COMPANY
HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------------- ----------- ---------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C>

Net sales.................. $42,891 $ -- $42,891 $ 51,222 $ -- $ 94,113
Cost of products sold...... 14,271 --(c) 14,271 18,067 9(k)(l) 32,347(q)
----------- ---------------- ----------- ---------- -------- -----------
Gross profit............. 28,620 -- 28,620 33,155 (9) 61,766
----------- ---------------- ----------- ---------- -------- -----------
Brokerage, distribution and
marketing expenses:
Brokerage and
distribution........... 4,699 -- 4,699 3,239 1,537(m) 9,475
Trade promotions......... 7,074 -- 7,074 9,457 -- 16,531
Consumer marketing....... 4,367 -- 4,367 597 -- 4,964
----------- ---------------- ----------- ---------- -------- -----------
Total brokerage,
distribution and
marketing expenses..... 16,140 -- 16,140 13,293 1,537 30,970

Selling, general and
administrative
expenses................. 2,328 -- 2,328 3,637 --(n) 5,965(r)
Transition expenses........ 324 (324) (j) -- -- -- --
Amortization of goodwill
and other intangibles.... 1,658 -- 1,658 675 2,618(o) 4,951
----------- ---------------- ----------- ---------- -------- -----------
Operating profit......... 8,170 324 8,494 15,550 (4,164) 19,880

Amortization of deferred
financing fees........... 2,502 (2,074)(f) 428 -- 210(p) 638
Interest expense........... 5,093 (5)(f) 5,088 -- 8,221(p) 13,309
----------- ---------------- ----------- ---------- -------- -----------
Income before taxes...... 575 2,403 2,978 15,550 (12,595) 5,933

Provision for income
taxes.................... 230 917(g) 1,147 6,376 (5,238)(g) 2,285
----------- ---------------- ----------- ---------- -------- -----------
Net income............... $ 345 $ 1,486 $ 1,831 $ 9,174 $ (7,357) $ 3,648
----------- ---------------- ----------- ---------- -------- -----------
----------- ---------------- ----------- ---------- -------- -----------
</TABLE>

See Accompanying Notes to Unaudited Pro Forma Statements of Operations.

37
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

(a) Represents the reclassification of amounts accounted for as cash discounts
by Conopco to trade promotions by the Company.

(b) Adjustment reflects net additional expenses related to cost of products sold
as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1996
------------------- ------------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
COST OF PRODUCTS SOLD:

MBW Predecessor historical expenses.......................... $ 28,955 $ 13,793
Less Company expenses:
Co-pack agreements(1)...................................... 29,393 14,313
Depreciation(2)............................................ 520 266
-------- --------
MBW pro forma expenses................................... 29,913 14,579
-------- --------

Difference................................................... $ 958 $ 786
-------- --------
-------- --------
</TABLE>

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

(1) These expenses include the MBW Predecessor's historical volumes for
syrup and pancake mix products, as adjusted to give effect to the
contractual rates included in the MBW Co-Pack Agreement with Conopco.

(2) Represents depreciation of the Company's equipment, reflecting an
increase in depreciation expense over the MBW Predecessor's historical
expense as a result of a higher depreciable basis for the acquired
equipment. The equipment will be depreciated over an average life of
10 years.

(c) The Company entered into a co-pack agreement with Red Wing on June 9, 1997,
pursuant to which Red Wing will contract manufacture Mrs. Butterworth's
Syrup for a period of five years. Red Wing's conversion fees are less than
those the Company has paid under the MBW Co-Pack Agreement. Because Red Wing
is one of the largest purchasers of corn syrup in the United States, the
Company believes that its annual raw material costs under the Red Wing
Co-Pack Agreement will be $1.5 million less than those incurred by the MBW
Predecessor. The Company commenced transferring production of Mrs.
Butterworth's syrup from Conopco to Red Wing in August 1997 and expects to
complete the transition by December 1997. However, as this potential
adjustment is not viewed as directly related to the MBW Acquisition, the pro
forma cost savings are not included in the pro forma statement of
operations.

(d) The Company has formal and informal agreements in place to operate the
business on a stand-alone basis, and at the MBW Acquisition Closing Date had
completed a thorough analysis of anticipated costs going forward. Based on
these agreements and analysis, the Company developed a detailed annual
operating budget which reflected approximately $3.7 million in factually
supportable selling, general and administrative costs, which is
approximately $3.0 million lower than Unilever's corporate allocated costs.
A substantial portion of these savings are attributable to a lower headcount
relative to the headcounts included in the historical allocations from
Unilever. These direct and indirect allocations included multiple layers of
Unilever management which the Company will not need to replicate. At the MBW
Acquisition Date, on a stand-alone basis, the Company budgeted for 22
employees, consisting of seven in executive and finance functions, four in
marketing functions, 10 in sales functions and one in research and
development. The table below reflects cost savings resulting from the new
personnel infrastructure of the Company as compared to the MBW Predecessor's
historical selling, general and administrative expenses.

38
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1996
------------------- -------------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
MBW Predecessor historical expenses.......................... $ 6,753 $ 3,376
Less MBW pro forma expenses:
Executive and finance(1)................................... 1,568 784
Division management and marketing.......................... 302 152
Sales...................................................... 1,096 548
Research and development................................... 192 96
Other(2)................................................... 553 276
------- -------
Total MBW pro forma expenses................................. 3,711 1,856
------- -------
Difference................................................... $ 3,042 $ 1,520
------- -------
------- -------
</TABLE>

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

(1) Includes aggregate annual and semiannual expenses of $850 and
$425, respectively, related to management and advisory services
provided by Dartford and MDC.

(2) Includes professional fees, facilities expenses and other related
expenses.

However, as these potential adjustments are not viewed as directly related to
the MBW Acquisition, the pro forma cost savings are not included in the
unaudited pro forma statements of operations.

(e) Reflects intangible amortization expense as a result of the MBW Acquisition.
Goodwill and the Mrs. Butterworth's trademark will be amortized on a
straight line basis over a 40-year period and other intangibles will be
amortized over periods ranging from five to 20 years.

(f) Pro forma interest expense has been calculated based upon pro forma debt
levels and the applicable interest rates. The MBW Predecessor was not
allocated any interest expense from Conopco. The pro forma commitment fee on
the unused portion of the Revolving Facility is based on an unused balance
of $60.0 million. The table below presents pro forma interest expense, noted
with the respective interest rates or fee, and pro forma amortization of
deferred financing costs:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED ------------------------------
DECEMBER 31, 1996 JUNE 30, 1996 JUNE 28, 1997
------------------- -------------- --------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
PRO FORMA INTEREST EXPENSE:

Historical interest expense....................... $ -- $ -- $ 5,093

MBW pro forma interest expense
Series A Notes (9.875%)......................... 9,875 4,938 4,938
Commitment fee on Revolving Facility (.50%)..... 300 150 150
-------- -------------- --------------
MBW pro forma interest expense................ 10,175 5,088 5,088
-------- -------------- --------------
Difference........................................ $ 10,175 $ 5,088 $ (5)(1)
-------- -------------- --------------
-------- -------------- --------------
MBW Pro forma amortization of deferred financing
costs........................................... $ 856 $ 428 $ 428(2)
-------- -------------- --------------
-------- -------------- --------------
</TABLE>

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

(1) Difference reflects higher interest rates on the debt incurred at the
MBW Acquisition Closing Date than on the Series A Notes.

(2) A pro forma adjustment of $2,074 is required for the difference
between the historical amortization of the deferred financing fees on
the Senior Subordinated Credit Facility incurred on the MBW
Acquisition Closing Date and the pro forma amortization of deferred
financing fees on the Series A Notes.

39
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS (CONTINUED)

(g) Reflects a reduction in the provision for income taxes, as a result of the
pro forma decrease in income before income taxes and the effect of the
Company's amortization of goodwill being deductible for income tax purposes.

(h) Pro forma depreciation expense included in cost of products sold is $520,000
and $260,000 for the year ended December 31, 1996 and the six month period
ended June 30, 1996, respectively.

(i) Pro forma depreciation expense included in selling, general and
administrative expenses is $76,000 and $38,000 for the year ended December
31, 1996 and the six month period ended June 30, 1996, respectively. Pro
forma operating lease expense included in selling, general and
administrative expenses is $135,000 and $67,500 for the year ended December
31, 1996 and the six month period ended June 30, 1996, respectively.

(j) Represents one-time costs incurred by the Company to establish operations
including broker conversions and orientations, recruiting fees and costs
related to the MBW Transition Services Agreement.

(k) Adjustment to convert cost of products sold from a Last-In, First-Out
inventory basis to a First-In, First-Out basis to be consistent with the
inventory accounting policy of the Company.

(l) Log Cabin syrups initially will be contract manufactured and distributed by
Kraft for up to nine months under the LC Co-Pack Agreement. Prior to the end
of the term of the LC Co-Pack Agreement, the Company will enter into a
co-packing agreement with Red Wing or another third party for the
manufacture of Log Cabin syrup products. The Company believes that its
annual raw material costs under a new co-pack agreement will be $1.5 million
less than those incurred by the Log Cabin Business. However, as this
potential adjustment is not viewed as directly related to the LC
Acquisition, the pro forma cost savings are not included in the pro forma
statement of operations.

(m) Reflects brokerage expense at the contractual rates which the Company will
be charged under its existing contracts with its broker network for the sale
of LOG CABIN syrup products. See note (n) below.

(n) Based on the Company's operations to date, it has developed a detailed
annual operating budget which reflects approximately $6.0 million in
factually supportable selling, general and administrative costs. The LC
Business historical expenses included multiple layers of Kraft management
which the Company does not have. A substantial portion of the savings the
Company will realize is attributable to a lower headcount relative to the
headcounts included in the historical allocations from Kraft. The Company is
budgeting for an increase from 22 to 34 employees in connection with the LC
Acquisition. The table below reflects cost savings resulting from the new
personnel infrastructure of the Company as compared to the historical
selling, general and administrative expenses of the MBW Predecessor and LC
Business.

40
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED -------------------------------
DECEMBER 31, 1996 JUNE 30, 1996 JUNE 28, 1997
------------------- --------------- --------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

MBW Predecessor historical expenses................ $ 6,753 $ 3,376 $ 2,328

LC Business historical expenses.................... 7,388 3,802 3,637
-------- ------- -------
14,141 7,178 5,965

Less Company pro forma expenses:
Executive and finance(1)......................... 2,551 1,276 1,276
Division management and marketing................ 746 373 373
Sales and marketing.............................. 1,953 976 976
Other(2)......................................... 721 360 360
-------- ------- -------
Total Company pro forma expenses................... 5,971 2,985 2,985
-------- ------- -------

Difference......................................... $ 8,170 $ 4,193 $ 2,980
-------- ------- -------
-------- ------- -------
</TABLE>

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

(1) Includes aggregate annual and semi-annual expenses of $850 and $425,
respectively, related to management and advisory services provided by
Dartford and MDC.

(2) Includes professional fees, facilities expenses and other related
expenses.

However, as these potential adjustments are not viewed as directly related to
the acquisition of the LC Business, the pro forma cost savings are not
included in the unaudited pro forma statements of operations.

(o) Reflects intangible amortization expense as a result of the LC Acquisition.
Goodwill and the Log Cabin trademark will be amortized on a straight line
basis over a 40 year period and other intangibles will be amortized over
periods ranging from five to 20 years.

(p) Pro forma interest expense has been calculated based upon pro forma debt
levels and the applicable interest rates. The LC Business was not allocated
any interest expense from Kraft. The pro forma commitment fee on the unused
portion of the Revolving Facility is based on an unused balance of $13.0
million. The pro forma amortization of deferred financing costs is based on
the terms of the respective debt facilities. The table below presents pro
forma net interest expense noted with the respective interest rate or fee,
and pro forma amortization of deferred financing costs:

41
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, ------------------------------
1996 JUNE 30, 1996 JUNE 28, 1997
-------------- -------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
COMPANY PRO FORMA INTEREST EXPENSE:

Incremental interest expense adjustments:
Revolving Facility (8.0%)........................... $ 3,760 $ 1,880 $ 1,880
Term Facility (8.0%)................................ 3,200 1,600 1,600
Series C Notes(1)................................... 9,716 4,858 4,858
Commitment fee on Revolving Facility (0.50%)........ 65 33 33
Reduction in commitment fee on Revolving Facility
(0.50%)(2)........................................ (300) (150) (150)
-------------- -------------- --------------
Incremental interest expense........................ 16,441 8,221 8,221

MBW pro forma interest expense........................ 10,175 5,088 5,088
-------------- -------------- --------------
Total Company pro forma interest expense.............. $ 26,616 $ 13,309 $ 13,309
-------------- -------------- --------------
-------------- -------------- --------------

Incremental pro forma amortization of deferred
financing costs..................................... $ 421 $ 210 $ 210
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

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

(1) Interest expense on a principal amount of the Series C Notes reflects an
interest rate of 9.875% on a principal amount of $100.0 million, offset
by amortization of the bond premium of $2.5 million received in
connection with the Series C Notes Offering.

(2) Reflects a decrease in commitment fees payable as set forth in note (e)
above as a result of the use of the Revolving Facility for the LC
Acquisition.

(q) Pro forma depreciation expense for the total Company included in cost of
products sold is $949,000, $475,000 and $475,000 for the year ended December
31, 1996 and the six month periods ended June 30, 1996 and June 28, 1997,
respectively.

(r) Pro forma depreciation expense for the total Company included in selling,
general and administrative expenses is $76,000, $38,000 and $38,000 for the
year ended December 31, 1996 and the six month periods ended June 30, 1996
and June 28, 1997, respectively. Pro forma operating lease expense included
in selling, general and administrative expenses is $135,000, $67,500, and
$67,500 for the year ended December 31, 1996 and the six month periods ended
June 30, 1996 and June 28, 1997, respectively.

42
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE COMPANY AND MBW PREDECESSOR

The Company markets and sells the MRS. BUTTERWORTH'S brand of syrup and
pancake mix products. As product lines of Unilever, MRS. BUTTERWORTH'S was not
accounted for as a separate legal entity or division. The discussion which
follows is based on the historical financial information of the Company and the
MBW Predecessor.

The MBW Predecessor's selling, general and administrative expenses have
consisted solely of corporate allocations from Conopco. As a result, the level
of these expenses does not reflect the actual expenses required to operate the
Company on a stand-alone basis. Management has established a new corporate
infrastructure to operate the Company on a stand-alone basis and has staffed
approximately 90% of its sales and marketing functions. See "Pro Forma Financial
Information."

Under Conopco's ownership, MRS. BUTTERWORTH'S aggregate marketing
expenditures were reduced consistently over the last several years and
emphasized a trade-oriented marketing strategy. Management intends to maintain
aggregate marketing expenditures at a level consistent with recent experience,
but to reallocate those expenditures by placing a greater emphasis on
advertising and consumer marketing. See "Business--MRS. BUTTERWORTH'S Growth
Strategy."

In May 1996, MRS. BUTTERWORTH'S adopted a "value pricing" strategy to
position its brand as the best value among the three national syrup brands. MRS.
BUTTERWORTH'S began the implementation of this strategy by reducing the
wholesale list prices of certain of its products, resulting in lower everyday
shelf prices to the consumer. This strategy was adopted to decrease MRS.
BUTTERWORTH'S reliance on price discounting and to reduce costly
buy-one-get-one-free promotions and was intended to increase sales volume and
decrease overall marketing expenditures. The initial results of this strategy
are reflected in MRS. BUTTERWORTH'S performance for the year ended December 31,
1996 and the six months ended June 28, 1997 and the related discussion below.

43
<PAGE>
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
MBW PREDECESSOR
----------------------------------------------------------------------------------------------
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------------------------------------------------- JUNE 30,
1994 1995 1996 1996
---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
----------- --------- ----------- --------- ----------- --------- ----------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net sales..................... $ 96,729 100.0% $ 91,302 100.0% $ 89,541 100.0% $ 44,507(1) 100.0%
Cost of products sold......... 29,930 30.9 27,743 30.4 28,955 32.3 13,793 31.0
----------- --------- ----------- --------- ----------- --------- ----------- ---------
Gross profit................ 66,799 69.1 63,559 69.6 60,586 67.7 30,714 69.0
Brokerage, distribution and
marketing expenses:
Brokerage and
distribution.............. 8,662 8.9 7,583 8.3 8,140 9.1 4,776 10.7
Trade promotions.......... 21,911 22.7 19,380 21.2 17,672 19.7 8,697(1) 19.5
Consumer marketing........ 15,297 15.8 13,291 14.6 10,835 12.1 6,140 13.8
----------- --------- ----------- --------- ----------- --------- ----------- ---------
Total brokerage,
distribution and marketing
expenses.................. 45,870 47.4 40,254 44.1 36,647 40.9 19,613 44.0
Selling, general and
administrative expenses..... 6,829 7.1 6,120 6.7 6,753 7.6 3,376 7.6
Transition costs.............. -- -- -- -- -- -- -- --
Amortization of goodwill and
other intangibles........... -- -- -- -- -- -- -- --
----------- --------- ----------- --------- ----------- --------- ----------- ---------
Operating profit............ 14,100 14.6 17,185 18.8 17,186 19.2 7,725 17.4
Amortization of deferred
financing fees.............. -- -- -- -- -- -- -- --
Interest expense, net......... -- -- -- -- -- -- -- --
----------- --------- ----------- --------- ----------- --------- ----------- ---------
Income before income taxes.. 14,100 14.6 17,185 18.8 17,186 19.2 7,725 17.4
Provision for income taxes.... 5,429 5.6 6,616 7.2 6,616 7.4 2,974 6.7
----------- --------- ----------- --------- ----------- --------- ----------- ---------
Net income (2).............. $ 8,671 9.0% $ 10,569 11.6% $ 10,570 11.8% $ 4,751 10.7%
----------- --------- ----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- --------- ----------- ---------

<CAPTION>
COMPANY
----------------------
SIX MONTHS
ENDED
JUNE 28,
1997
----------------------
<S> <C> <C>
AMOUNT %
----------- ---------
<S> <C> <C>
Net sales..................... 42,891 100.0%
Cost of products sold......... 14,271 33.3
----------- ---------
Gross profit................ 28,620 66.7
Brokerage, distribution and
marketing expenses:
Brokerage and
distribution.............. 4,699 11.0
Trade promotions.......... 7,074 16.5
Consumer marketing........ 4,367 10.2
----------- ---------
Total brokerage,
distribution and marketing
expenses.................. 16,140 37.7
Selling, general and
administrative expenses..... 2,328 5.4
Transition costs.............. 324 0.7
Amortization of goodwill and
other intangibles........... 1,658 3.9
----------- ---------
Operating profit............ 8,170 19.0
Amortization of deferred
financing fees.............. 2,502 5.8
Interest expense, net......... 5,093 11.9
----------- ---------
Income before income taxes.. 575 1.3
Provision for income taxes.... 230 0.5
----------- ---------
Net income (2).............. $ 345 0.8%
----------- ---------
----------- ---------
</TABLE>

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

(1) Net sales and trade promotions for the MBW Predecessor for the six months
ended June 30, 1996 reflect the reclassification of cash discounts to
provide consistency with the Company's presentation and accounting policy
and to facilitate comparison between periods. However, net sales and trade
promotions for the years ended December 31, 1994, 1995 and 1996 reflect the
MBW Predecessor's historical presentation of these amounts.

(2) Amount represents net sales less direct and allocated expenses for the MBW
Predecessor.

SIX MONTHS ENDED JUNE 28, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

NET SALES declined 3.6% to $42.9 million for the six months ended June 28,
1997 as compared to $44.5 million for the six months ended June 30, 1996. Sales
volume increased 4.2% to 47.3 million pounds in the 1997 period from 45.4
million pounds in the 1996 period.

Syrup sales decreased $1.7 million to $38.1 million in the 1997 period from
$39.8 million in the 1996 period. In May 1996, MRS. BUTTERWORTH'S adopted a
value pricing strategy to position its brand as the best value among the three
premium priced national brands. The value pricing strategy has benefitted the
brand through higher volumes and lower trade and consumer marketing expenses,
but resulted in a net decrease in syrup sales during the six months ended June
28, 1997. The decrease in net syrup sales is a result of lower list prices for
the Company's syrup products in the 1997 period as compared to the 1996 period
because of the adoption of the value pricing strategy in May 1996. The effect on
the sales line was partially offset by an increase in syrup volume.

Syrup volume increased 4.4% to 40.0 million pounds in the 1997 period from
38.3 million pounds in the 1996 period. The increase in syrup volume was
attributable to increases in sales of the Company's

44
<PAGE>
ORIGINAL brand, club and foodservice syrups, which was partially offset by
decreases in sales of its COUNTRY BEST RECIPE brand.

Pancake mix sales increased 4.3% to $4.9 million in the 1997 period from
$4.7 million in the 1996 period. Pancake mix volume improved 2.8% to 7.3 million
pounds in the 1997 period from 7.1 million pounds in the 1996 period. Pancake
mix results increased primarily due to improved merchandising support.

GROSS PROFIT as a percentage of net sales was 66.7% for the 1997 period as
compared to 69.0% for the 1996 period. The decrease in gross margin was
primarily due to lower list prices related to the value pricing strategy adopted
in May 1996. The decline was also attributable to increased sales of lower
margin pancake mix and foodservice syrup products.

OPERATING PROFIT as a percentage of net sales increased to 19.0% in the 1997
period as compared to 17.4% in the 1996 period. The improvement in the operating
profit margin was primarily due to lower marketing spending and lower selling,
general and administrative expenses. Total marketing expenses in the 1997 period
were lower than in the comparable 1996 period due to lower trade promotion
spending as the result of the value pricing strategy and a reduction in high
value in-ad coupons used in the 1996 period. Selling, general and administrative
expenses were $2.3 million in the 1997 period under the Company's stand-alone
structure as compared to $3.4 million allocated to the business by Unilever in
the prior year period. Operating profit for the 1997 period also reflects $1.7
million of goodwill amortization and $0.3 million of transition expenses related
to the MBW Acquisition.

PROVISION FOR INCOME TAXES. The provision for income taxes of $0.2 million
in the 1997 represented an effective tax rate of 40.0% as compared to 38.5% in
the 1996 period.

NET INCOME was $0.3 million in the 1997 period as compared to net sales less
direct and allocated expenses of $4.8 million in the 1996 period. The decline in
the 1997 period from the 1996 period has the result of interest expense and
amortization of deferred financing costs associated with the MBW Acquisition.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

NET SALES declined 1.9% to $89.5 million for the year ended December 31,
1996 as compared to $91.3 million for the year ended December 31, 1995. Sales
volume increased 2.7% to 94.7 million pounds in 1996 from 92.2 million pounds in
1995.

Syrup sales decreased $1.8 million to $79.1 million in 1996 from $80.9
million in 1995. Syrup volume increased 3.4% to 78.6 million pounds in 1996 from
76.0 million pounds in 1995. Adoption of the value pricing strategy in May 1996,
has benefitted the brand through higher volumes and savings on consumer
marketing expenses, but resulted in a net decrease in syrup sales during 1996.
Management does not believe that this decrease represents a continuing material
declining trend.

Pancake mix sales remained constant at $10.4 million in 1996, the same as in
1995. Pancake mix was flat at 16.1 million pounds in 1996 which was the same
volume achieved in 1995.

GROSS PROFIT as a percentage of net sales was 67.7% for the year ended
December 31, 1996 as compared to 69.6% for the year ended December 31, 1995. The
decrease in gross profit margin was primarily due to lower wholesale prices
related to the Company's value pricing strategy.

OPERATING PROFIT as a percentage of net sales improved to 19.2% for the year
ended December 31, 1996 as compared to 18.8% for the year ended December 31,
1995. The operating margin improvement was primarily the result of a reduction
in consumer marketing expense as a percentage of net sales to 12.1% in 1996 from
14.6% in 1995 due to a reduction in costly buy-one-get-one-free promotions.

45
<PAGE>
PROVISION FOR INCOME TAXES. The provision for income taxes of $6.6 million
in 1996 represented an effective tax rate of 38.5%, the same as in 1995.

NET SALES less direct and allocated expenses was $10.6 million in 1995 and
1996 due to the factors discussed above.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

NET SALES decreased 5.6% to $91.3 million in the year ended December 31,
1995 from $96.7 million in the year ended December 31, 1994. Sales volume
decreased 10.1% to 92.2 million pounds in 1995 from 102.6 million pounds in
1994.

Syrup sales decreased $3.0 million to $80.9 million in 1995 from $83.9
million in 1994, and syrup volume declined 8.4% to 76.1 million pounds from 83.1
million pounds in 1994. Syrup sales and volume declines were primarily due to
the phasing out of the MAPLE VALLEY syrup brand, one of the MBW Predecessor's
lower priced brands, and an overall decrease in promotional support for MRS.
BUTTERWORTH'S. The declines were partially offset by the impact during 1995 of
an industry-wide price increase in August 1994.

Pancake mix sales declined $2.4 million to $10.4 million in 1995 from $12.8
million in 1994. Pancake mix volume decreased 17.0% to 16.1 million pounds from
19.4 million pounds in 1994. Increased competition in MRS. BUTTERWORTH'S key
Central and Mid-Central regions was the primary cause of the decrease in sales
and volume.

GROSS PROFIT as a percentage of net sales was 69.6% in 1995 as compared to
69.1% in 1994. The increase in gross profit margin was primarily a result of the
impact during 1995 of the August 1994 price increase, which resulted in the
average price of retail syrup increasing from 1994 to 1995 while raw materials
costs as a percentage of net sales remained essentially unchanged. Also
contributing to the gross margin increase during 1995 was the phasing out of the
MAPLE VALLEY brand, one of the MBW Predecessor's lower margin brands.

OPERATING PROFIT as a percentage of net sales increased to 18.8% in 1995 as
compared to 14.6% in 1994. This increase was primarily the result of the August
1994 price increase and reductions in trade promotions, consumer marketing and
brokerage and distribution expense as a percentage of net sales.

PROVISION FOR INCOME TAXES. The provision for income taxes of $6.6 million
in 1995 represented an effective tax rate of 38.5%, the same as in 1994.

NET SALES less direct and allocated expenses increased to $10.6 million in
1995 compared to $8.7 million in 1994 due to the factors discussed above.

LC BUSINESS

The Company markets and sells the LOG CABIN, COUNTRY KITCHEN and WIGWAM
brands of syrup. As product lines of Kraft, LOG CABIN, COUNTRY KITCHEN and
WIGWAM were not accounted for as separate legal entities or divisions. The LOG
CABIN label is positioned as a premium syrup and the COUNTRY KITCHEN label is
positioned as an economy syrup. For the year ended December 31, 1996, the LOG
CABIN brand accounted for 69% and 74% of LOG CABIN'S net sales and product
profit, respectively. The discussion which follows is based on the historical
financial information of the LC Business.

46
<PAGE>
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1994 1995 1996
--------------- --------------- ---------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Net sales........................................ $115,894 100.0 $106,330 100.0 $104,466 100.0
Cost of products sold............................ 35,254 30.4 35,804 33.7 36,237 34.7
-------- ----- -------- ----- -------- -----
Gross profit................................... 80,640 69.6 70,526 66.3 68,229 65.3
Brokerage, distribution and marketing expenses:
Brokerage and distribution..................... 7,553 6.5 7,620 7.1 7,099 6.8
Trade promotions............................... 20,898 18.0 23,239 21.9 21,355 20.5
Consumer marketing............................. 7,940 6.9 5,478 5.2 3,994 3.8
-------- ----- -------- ----- -------- -----
Total brokerage, distribution and marketing
expenses..................................... 36,391 31.4 36,337 34.2 32,448 31.1
Selling, general and administrative expenses..... 7,863 6.8 7,738 7.2 7,388 7.0
Amortization of goodwill......................... 1,350 1.2 1,350 1.3 1,350 1.3
-------- ----- -------- ----- -------- -----
Operating Profit............................... 35,036 30.2 25,101 23.6 27,043 25.9
Provision for income taxes....................... 14,391 12.4 10,461 9.8 11,229 10.7
-------- ----- -------- ----- -------- -----
Net sales less direct and allocated expenses... $ 20,645 17.8 $ 14,640 13.8 $ 15,814 15.2
-------- ----- -------- ----- -------- -----
-------- ----- -------- ----- -------- -----

<CAPTION>
SIX MONTHS ENDED
------------------------------

JUNE 29, 1996 JUNE 28, 1997
-------------- --------------
AMOUNT % AMOUNT %
------- ----- ------- -----
<S> <C> <C> <C> <C>

Net sales........................................ $51,509 100.0 $51,222 100.0
Cost of products sold............................ 16,269 31.6 18,067 35.3
------- ----- ------- -----
Gross profit................................... 35,240 68.4 33,155 64.7
Brokerage, distribution and marketing expenses:
Brokerage and distribution..................... 3,589 7.0 3,239 6.3
Trade promotions............................... 10,452 20.3 9,457 18.5
Consumer marketing............................. 3,789 7.4 597 1.1
------- ----- ------- -----
Total brokerage, distribution and marketing
expenses..................................... 17,830 34.7 13,293 25.9
Selling, general and administrative expenses..... 3,802 7.4 3,637 7.1
Amortization of goodwill......................... 675 1.3 675 1.3
------- ----- ------- -----
Operating Profit............................... 12,933 25.0 15,550 30.4
Provision for income taxes....................... 5,303 10.3 6,376 12.4
------- ----- ------- -----
Net sales less direct and allocated expenses... $7,630 14.7 $9,174 18.0
------- ----- ------- -----
------- ----- ------- -----
</TABLE>

SIX MONTHS ENDED JUNE 28, 1997 COMPARED TO SIX MONTHS ENDED JUNE 29, 1996

NET SALES decreased 0.6% to $51.2 million for the six months ended June 28,
1997, as compared to $51.5 million for the comparable period in 1996.

Retail syrup sales increased $0.4 million to $47.7 million in the 1997
period from $47.3 million in the 1996 period. The increase in sales was
primarily attributable to an increase in COUNTRY KITCHEN sales, which was
partially offset by a decline in LOG CABIN sales. LOG CABIN brand sales of $33.8
million in the 1997 period decreased $1.9 million from sales of $35.7 million in
the 1996 period due to reduced promotional activity on the brand. Furthermore,
LOG CABIN is listed at a higher average price than any of its competitors which
has driven down sales. COUNTRY KITCHEN sales increased $2.3 million to $13.9
million in the 1997 period from sales of $11.6 million in the 1996 period due to
increased consumer demand in the economy price segment.

Foodservice sales declined $.7 million to $2.0 million in the 1997 period
from $2.7 million in the 1996 period.

GROSS PROFIT as a percentage of net sales was 64.7% for the 1997 period as
compared to 68.4% for the 1996 period. In the 1997 period, the allocation of
fixed manufacturing expense to the LC Business increased by approximately $1.5
million relative to the 1996 period. The 1996 period also included a LIFO
inventory adjustment which resulted in a $0.3 million reduction in cost of
products sold. Adjusting for these two factors, the gross margin in the 1997
period was 67.7% as compared to 67.8% in the 1996 period.

OPERATING PROFIT as a percentage of net sales improved to 30.4% for the 1997
period as compared to 25.0% for the 1996 period. The improvement in the
operating profit margin primarily was the result of a decrease in marketing
expenditures. Total marketing spending as a percent of net sales reduced to
19.6% in the 1997 period from 27.7% in the 1996 period.

47
<PAGE>
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

NET SALES decreased 1.7% to $104.5 million for the year ended 1996, as
compared to $106.3 million for the year ended 1995.

Retail syrup sales declined $2.0 million to $96.3 million in 1996 from $98.3
million in 1995. The sales decline was primarily attributable to decreases in
the COUNTRY KITCHEN brand. COUNTRY KITCHEN sales decreased $1.7 million to $24.0
million in 1996 from sales of $25.7 million in 1995 due to a decline in
promotional support from 1995 levels. LOG CABIN sales were $72.3 million in 1996
as compared to $72.6 million in 1995. LOG CABIN brand sales stabilized in 1996,
after declines in 1994 and 1995, primarily as the result of a refocusing of the
LOG CABIN brand through increased marketing support.

Foodservice sales decreased $0.2 million to $5.1 million in 1996 from $5.3
million in 1995.

GROSS PROFIT as a percentage of net sales was 65.3% in 1996 as compared to
66.3% in 1995 primarily due to increased prices for corn syrup.

OPERATING PROFIT as a percentage of net sales improved to 25.9% in 1996 as
compared to 23.6% in 1995. The improvement in the operating profit margin was
the result of a reduction in total trade promotions and advertising. Total
marketing spending as a percentage of net sales was reduced to 24.3% in 1996
from 27.1% in 1995.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

NET SALES declined 8.3% to $106.3 million for the year ended 1995, as
compared to $115.9 million for the year ended 1994.

Retail syrup sales decreased $11.5 million to $98.3 million in 1995 from
$109.8 million in 1994. The decrease in sales was principally due to a decrease
in sales of the LOG CABIN brand. Sales of COUNTRY KITCHEN increased by $2.9
million to $25.7 million in 1995 from $22.8 million in 1994 due to increased
trade promotions in response to increased competition from COUNTRY RICH, AUNT
JEMIMA'S comparable economy brand. Sales of LOG CABIN decreased $14.4 million to
$72.6 million 1995 from $87.0 million in 1994. LOG CABIN sales level declined
primarily due to two factors: (i) a shift in trade promotions and consumer
marketing support from LOG CABIN to COUNTRY KITCHEN, and (ii) an organizational
re-alignment within Kraft which resulted in decreased management focus on the
LOG CABIN brand. During 1995, the LOG CABIN brand was transitioned into a new
salesforce and marketing support team.

Foodservice sales increased $2.0 million to $5.3 million in 1995 from $3.3
million in 1994. The increase in sales was the result of increased sales of LOG
CABIN gallon jugs and an increase in private label sales.

GROSS PROFIT as a percentage of net sales was 66.3% in 1995 as compared to
69.6% in 1994. The decrease in the gross profit margin was the result of higher
product costs, specifically increased corn syrup prices and packaging costs,
that were unable to be absorbed by the industry-wide price increase that was
taken in June 1994.

OPERATING PROFIT as a percentage of net sales decreased to 23.6% in 1995
from 30.2% in 1994. The operating profit margin decrease was the result of lower
gross margins, higher freight costs and an increase in marketing expenses. While
there was an allocation shift in dollars spent from advertising and consumer
marketing to trade promotions, total marketing as a percent of net sales
increased to 27.1% in 1995 from 24.9% in 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company incurred substantial indebtedness in connection with the MBW
Refinancing and the LC Acquisition. Interest payments on the Notes, the Other
Notes and the Senior Credit Facilities

48
<PAGE>
represent significant cash requirements for the Company. As of June 28, 1997, on
a pro forma basis, after giving effect to the LC Acquisition, the Company would
have had $100.0 million in aggregate principal amount of indebtedness
outstanding under the Old Notes, $100.0 million in aggregate principal amount of
indebtedness outstanding under the Other Notes; $40.0 million outstanding under
the Term Facility and $47.0 million under the Revolving Facility. The Company
will be required to make periodic payments of interest on the Notes, the Other
Notes and the Senior Credit Facilities. See "Description of Notes" and
"Description of Senior Credit Facilities."

In addition to its debt service obligations, the Company's liquidity needs
will be for working capital, capital expenditures and acquisitions. The assets
of the Mrs. Butterworth's business capitalized relating to machinery and
equipment acquired in the MBW Acquisition, and referred to elsewhere herein as
capital expenditures, were $21,000, $64,000 and $470,000 for the years ended
December 31, 1994, 1995 and 1996, respectively. The Company believes the costs
of building its corporate organization and transferring the production of MRS.
BUTTERWORTH'S syrup from Conopco to Red Wing will be approximately $5.8 million.
The assets of the Log Cabin business capitalized relating to machinery and
equipment acquired in the LC Acquisition, and referred to elsewhere herein as
capital expenditures, were $800,000, $1,200,000 and $500,000 for the years ended
December 31, 1994, 1995 and 1996, respectively. Capital expenditure requirements
have historically been financed with internally generated funds and have been
primarily related to refurbishments and improvements of manufacturing equipment.

The Company's primary sources of liquidity are cash flows from operations
and borrowings under the Revolving Facility. After consummation of the LC
Acquisition, $13.0 million is available to the Company for borrowing under the
Revolving Facility. See "Description of the Senior Credit Facilities."

The Company anticipates that available cash, cash flow from operations and
availability under its Revolving Facility will be sufficient to meet the
Company's working capital requirements, capital expenditures, interest payments
on the Notes and Other Notes and interest and amortization requirements under
the Senior Credit Facilities for the next twelve months.

INFLATION

The Company does not believe that inflation has had a material impact on its
financial position or results of operations during the periods covered by the
Financial Statements included herein.

49
<PAGE>
BUSINESS

COMPANY OVERVIEW

The Company markets and sells MRS. BUTTERWORTH'S, the number one brand of
regular syrup in the United States. Originally introduced in 1960, MRS.
BUTTERWORTH'S syrup is well known for its unique buttery flavor and distinctive
grandmother-shaped bottle and enjoys 100% aided brand awareness among syrup
consumers. In addition to its strong national presence, MRS. BUTTERWORTH'S is
the number one brand of syrup in the Central and Mid-Central United States, the
two regions of the country with the highest per capita syrup consumption. MRS.
BUTTERWORTH'S strong market position in syrup is complemented by the Company's
pancake mix products in which it is the fourth leading brand. MRS. BUTTERWORTH'S
leading market positions and strong brand recognition have enabled it to realize
a long history of high operating margins, stable sales and growth in operating
profit.

On July 1, 1997, the Company acquired substantially all the assets of the
LOG CABIN syrup business from Kraft. THE LOG CABIN syrup business consists of
the retail syrup business marketed under the LOG CABIN and COUNTRY KITCHEN
brands and the foodservice syrup business marketed under the LOG CABIN and
WIGWAM brands. The LOG CABIN trademark dates back to 1888 and, the Company
believes it is one of the oldest and most widely recognized trademarks in the
United States. LOG CABIN syrup products have the number one market share overall
in the United States. LOG CABIN'S premium maple heritage, together with its
geographic strength on the east and west coasts, complements MRS. BUTTERWORTH'S
buttery flavor and strength in the central United States. Further extending the
Company's customer base is the addition of the COUNTRY KITCHEN and WIGWAM
trademarks. Introduced in 1954, COUNTRY KITCHEN is an economy-priced syrup
targeted towards the price conscious consumer and has the leading market share
in that segment.

The Company plans to combine the manufacture and distribution of LOG CABIN
syrup products with its MRS. BUTTERWORTH'S products and as a result expects to
realize $3.0 million in annual cost savings. LOG CABIN products will be sold by
the Company's independent food brokers and will be marketed and administered by
the Company, which will expand its corporate organization from 22 to 34 persons.
For the twelve months ended June 28, 1997, the Company's combined pro forma
sales, EBITDA and income before taxes were $194.1 million, $49.1 million and
$10.3 million, respectively (which amounts do not reflect the expected
manufacturing and distribution annual cost savings of $3.0 million discussed
above.) The Company believes that EBITDA is a useful measurement. MRS.
BUTTERWORTH'S and LOG CABIN products represented 46% and 54%, respectively, of
the Company's pro forma sales for the same period.

In order to effect the transition to an independent operating company, the
Company established a corporate infrastructure which is organized into three
operational groups--the product management group, the financial/administrative
group and the sales group. In addition, in connection with the Red Wing Co-Pack
Agreement, the Company is in the process of transferring the production of MRS.
BUTTERWORTH'S syrup and the related equipment from Conopco's facilities to Red
Wing's facilities. The Company expects to complete this transfer by December 31,
1997. The total cost of this transition is expected to be approximately $5.8
million.

In connection with the LC Acquisitions, the Company has expanded its
corporate organization from 22 to 34 persons. The Company will also increase its
office space in connection with this expansion. In addition, the Company is
negotiating with Red Wing and other third parties for the contract manufacture
of its LOG CABIN syrup products. The Company estimates that the transition costs
related to the LOG CABIN syrup business will be approximately $5.1 million.

50
<PAGE>
1.4% and 3.5%, respectively. The Company's products are sold nationally through
an independent broker network to retail grocery stores, mass merchandisers,
military exchanges and foodservice distributors. The Company's syrups and
pancake mixes are sold in nearly 100% and 63%, respectively, of all retail
grocery stores in the United States. For the twelve months ended June 28, 1997,
the Company's syrup and pancake mix sales represented approximately 95% and 5%
of pro forma sales, respectively.

The Company believes that its brands provide an attractive platform upon
which to build a focused, branded dry grocery products company. The Company
believes that the performance of certain dry grocery categories and brands has
suffered in recent years as a result of declining levels of marketing support
and little or no new product innovation by the major food companies.
Consequently, the Company believes that many of these undermanaged brands are
likely candidates for divestiture from their corporate parents. While these
categories and brands tend to be mature, there are expanding segments within the
categories and growth opportunities that have not been realized. As a result,
the Company believes that an attractive opportunity exists for building a
branded dry grocery products company through strategic acquisitions of
established, well-recognized national and regional brands that have been
undermanaged in recent years. The Company's objective is to renew the growth of
the brands it acquires by providing them the focus, strategic direction,
marketing resources and dedicated sales and marketing organizations that they
have lacked.

The Company's principal executive office is located at Community Corporate
Center, 445 Hutchinson Avenue, Columbus, Ohio 43235. The Company's telephone
number is (614) 436-8600.

MRS. BUTTERWORTH'S GROWTH STRATEGY

- POSITION BRAND AS BEST VALUE. The Company plans to position MRS.
BUTTERWORTH'S as the best value among the three leading national syrup brands by
continuing to provide its distinctive, premium quality product at prices which
are moderately below those of the other national brands. In May 1996, MRS.
BUTTERWORTH'S lowered the everyday prices of its syrup products. To offset the
cost of lowering everyday prices, MRS. BUTTERWORTH'S also reduced its costly and
relatively ineffective buy-one-get-one-free promotions. The Company believes
that full implementation of MRS. BUTTERWORTH'S value pricing strategy will
result in continued increases in sales and market share.

51
<PAGE>
these specialty products. In addition, management believes that opportunities
exist for growth in the Company's pancake mix business with increased marketing
and sales support for its recently redesigned and updated packaging.

LOG CABIN GROWTH STRATEGY

LOG CABIN'S overall share of the retail syrup category has decreased from
35% in 1972 to 19% in 1996. The Company attributes the decrease to declining
levels of corporate support and marketing resources from Kraft over this period
of time. The Company plans to undertake the following initiatives to revitalize
the LOG CABIN brand and profitably grow the business:

- RESTORE LOG CABIN'S PREMIUM IMAGE. The Company believes that historically,
the LOG CABIN brand has been perceived by the consumer as a premium, real
maple syrup. In recent years, LOG CABIN'S premium image has eroded due to
a lack of marketing support. For example, packaging of LOG CABIN syrup
products has been downgraded from glass to clear plastic to opaque
plastic. Advertising support for the brand was eliminated in 1994. The
Company plans to restore LOG CABIN'S premium image by upgrading LOG
CABIN'S packaging and renewing advertising support for the brand that
promotes its premium, real maple heritage and warm, homespun image.

- RETURN TO CONSUMER BASED MARKETING STRATEGY. Over the last four years, LOG
CABIN'S marketing program has consisted almost entirely of trade spending
and price discounting. Little or no money was spent promoting LOG CABIN
products to the consumer through coupons or advertising. In order to bring
consumers back to the LOG CABIN brand, the Company plans to increase
advertising support for the brand and implement focused consumer
promotional activities such as point-of-sale coupons and cross-promotions
with host foods. The Company expects to fund these programs in part
through the elimination of certain inefficient trade programs.

- BENEFIT FROM GROWTH IN HOST FOOD. Sales of syrup products are related to
sales of host foods, which include pancakes, waffles and french toast.
Over the last five months, following little or no growth over the last
three years, sales of frozen breakfast products have grown at
approximately a 10% annual rate as a result of increased marketing
activity by host food manufacturers. The Company believes that sales of
syrup products will benefit from renewed growth in host foods.

INDUSTRY

The U.S. syrup category is approximately $463 million. Sales of syrup are
driven by the consumption of host foods, product innovation and consumers'
desire for traditional "home style" meals. Sales in the syrup category increased
in 1991 and 1992 due to the increased consumption of host foods, which was
driven primarily by new product introductions of host foods. Growth in the syrup
category has also been driven by product innovation, such as the development of
lite and specialty flavored syrups. Syrup is widely consumed across the United
States and has a 60% household penetration rate. Approximately 95% of syrup is
consumed with pancakes, waffles and french toast, and syrup is consumed with 7%
of all U.S. breakfasts, equal in frequency of consumption to hot cereals and
baked goods. On average, syrup

52
<PAGE>
users consume the product once every two weeks and purchase syrup approximately
once every three months. The most common purchase size is 24 ounces. Consumption
increases slightly during the winter months.

The syrup category has three major segments: regular, lite and pure
maple/specialty flavored, which represent approximately 59%, 29% and 12% of
syrup sales, respectively. Regular syrup is a full-calorie, corn syrup based
product. Lite syrup is also a corn syrup based product, but has only half the
calories of regular syrup. Pure maple, diet and other specialty syrups, all of
which are non-corn syrup based products, occupy market niches and are not
currently offered by any of the major national syrup manufacturers.

The three leading brands of syrup (AUNT JEMIMA, MRS. BUTTERWORTH'S and LOG
CABIN) account for approximately 53% of total syrup sales in the United States.
The remaining 47% is fragmented, with private label accounting for approximately
20% of sales and numerous other national and regional brands accounting for the
remainder. Management believes that private label's share of the syrup market
will remain relatively flat due to the lack of opportunity for growth in
distribution of private label syrup and the relatively high level of private
label syrup which is currently sold on promotion. Private label syrup currently
has approximately 96% distribution to retail grocery stores, leaving little room
for growth in distribution. In addition, approximately 35% of private label
syrup is sold on promotion, a relatively high percentage of promoted sales for a
private label product. Finally, since 1988 private label syrup prices have
increased at nearly double the rate of the three leading syrup brands, reducing
the premium for branded syrups from approximately 80% to 55%.

The U.S. retail grocery pancake mix category had sales of $145 million in
1996 and grew at a compound annual rate of 3.5% from 1993 to 1996, largely due
to a trend among consumers to return to traditional meals and the perceived
value offered by pancake mix compared with substitute products. Pancake mix has
a household penetration rate of 30%. The purchase cycle is once every three
months, similar to syrup. The pancake mix category is less fragmented than the
syrup category with the four leading brands (AUNT JEMIMA, HUNGRY JACK, KRUSTEAZ
and MRS. BUTTERWORTH'S) accounting for approximately 70% of sales. Private label
and smaller national and regional competitors account for the remainder. See
"--Competition."

PRODUCTS AND MARKETS

MRS. BUTTERWORTH'S (46% of pro forma Company sales)

The Company markets and sells the MRS. BUTTERWORTH'S brand of syrup and
pancake mix. The retail grocery channel is the primary market for the Company's
products and accounted for approximately 85% of MRS. BUTTERWORTH'S sales for the
year ended December 31, 1996. In this channel, the MRS. BUTTERWORTH'S syrup
products are primarily sold in 12, 24 and 36 ounce bottles and pancake mix
products are primarily sold in two pound paperboard boxes. The remaining 15% of
the MRS. BUTTERWORTH'S sales are in other channels, including membership
warehouses, convenience stores, mass merchandisers, foodservice and the U.S.
military. In these channels, MRS. BUTTERWORTH'S syrup products are also sold in
gallon and portion pack units and pancake mix products are also sold in five
pound polybags.

SYRUPS (89% of MRS. BUTTERWORTH'S sales). MRS. BUTTERWORTH'S syrup products
include regular syrup, which is a full-calorie corn syrup based product, and
lite syrup, which is a half-calorie corn syrup based product. MRS. BUTTERWORTH'S
syrups are primarily sold in highly recognizable grandmother-shaped glass
bottles. MRS. BUTTERWORTH'S is the leading brand of regular syrup in the United
States with an 18.1% share of the regular syrup segment. MRS. BUTTERWORTH'S
produces and sells regular syrup under its ORIGINAL label, which was introduced
in 1960, and its COUNTRY BEST RECIPE label, a cinnamon-vanilla flavor introduced
in 1994. MRS. BUTTERWORTH'S ORIGINAL 24 ounce stock keeping unit ("SKU") is the
number one ranked SKU in the syrup category and sales of all MRS. BUTTERWORTH'S
ORIGINAL sizes accounted for approximately 47% of the Company's sales for the
year ended December 31, 1996. MRS. BUTTERWORTH'S

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LITE, introduced in 1985, is the third leading brand in the lite syrup segment,
with a 15.0% share of that segment.

PANCAKE MIXES (11% of MRS. BUTTERWORTH'S sales). MRS. BUTTERWORTH'S pancake
mixes include add-in mixes, to which the user adds eggs and vegetable oil, and
complete mixes, to which the user adds only water. The Company's add-in mix is
sold under the MRS. BUTTERWORTH'S OLD-FASHIONED label. The Company's complete
mixes are sold under its MRS. BUTTERWORTH'S BUTTERMILK COMPLETE and MRS.
BUTTERWORTH'S ORIGINAL COMPLETE labels. The Company's pancake mixes are
manufactured by Cereal Food Processors, Inc. and Gooch Milling and Elevator Co.,
Inc.

LOG CABIN (54% of pro forma Company sales)

The Company also markets and sells the LOG CABIN and COUNTRY KITCHEN brands
of syrup. The retail grocery channel is the primary market for LOG CABIN'S
products and accounted for approximately 84% of
LOG CABIN'S sales for the year ended December 31, 1996. In this channel, LOG
CABIN'S retail products are primarily sold in 12, 24, and 36 ounce sizes. In
addition, approximately 11% of LOG CABIN'S sales are in other channels including
mass merchandisers, club stores and the U.S. military. The remaining 5% of LOG
CABIN'S sales are in foodservice. The Company's foodservice products are sold in
portion-control packs and gallon jugs under the LOG CABIN, LOG CABIN LITE and
WIGWAM labels and under private label arrangements to the restaurant and
institution channels.

LOG CABIN'S product lines include LOG CABIN, which is a premium priced
syrup, and COUNTRY KITCHEN, which is an economy syrup. Together, the two brands
have a 19.3% share of the syrup category.

LOG CABIN has a 16.3% market share of the regular syrup segment. The
heritage of the LOG CABIN brand dates back to 1887 and enjoys a strong consumer
awareness. Additionally, LOG CABIN LITE was introduced in 1985 and is the second
leading brand in the lite syrup segment with a 15.7% share of that segment.
COUNTRY KITCHEN has an 8.9% market share of the regular syrup segment.
Introduced in 1954, the product is positioned to target the economy segment of
the syrup category, providing a lower cost alternative for price conscious
consumers. Of this economy segment, COUNTRY KITCHEN has the highest share
amongst its competitors such as AUNT JEMIMA'S COUNTRY RICH and numerous regional
brands. COUNTRY KITCHEN is marketed under both a regular and lite version.

MARKETING, SALES AND DISTRIBUTION

MRS. BUTTERWORTH'S

The MRS. BUTTERWORTH'S trademark has been developed over 36 years and has
been supported through a mix of trade promotions, consumer marketing and
advertising. In addition, MRS. BUTTERWORTH'S unique grandmother-shaped bottle
provides strong brand identification at the point of sale. MRS. BUTTERWORTH'S
products are sold by a network of independent brokers and are distributed on a
national basis from Conopco's Olathe, Kansas facility.

Originally introduced in 1960, MRS. BUTTERWORTH'S is a well-recognized
trademark in the United States. MRS. BUTTERWORTH'S warm, homespun and
"grandmotherly" image appeals to young and old consumers alike. According to a
1995 Nielsen Brandbuilder study, MRS. BUTTERWORTH'S has 100% aided brand
awareness among syrup consumers. MRS. BUTTERWORTH'S also has significantly
higher Nielsen scores than its competitors in key consumer areas including "rich
tasting", "attractive packaging" and "attractive advertising". Consumer
awareness and attraction to the MRS. BUTTERWORTH'S brand is reinforced through
MRS. BUTTERWORTH'S unique grandmother-shaped glass bottle, which provides
customers with strong point-of-purchase brand identification.

MRS. BUTTERWORTH'S trade promotions have consisted of price discounting,
in-store advertising and couponing in retailer flyers. In the second quarter of
1996, MRS. BUTTERWORTH'S adopted a strategy to position its syrup products as
the best value among the three leading national brands. MRS. BUTTERWORTH'S
reduced its wholesale prices, resulting in lower everyday shelf prices to the
consumer for MRS. BUTTERWORTH'S regular syrup products. This strategy was
adopted to decrease reliance on price discounting.

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MRS. BUTTERWORTH'S consumer marketing has relied heavily on coupons in free
standing inserts, which historically have had low average redemption rates, and
costly buy-one-get-one-free promotions. The pricing strategy implemented in the
second quarter of 1996 was adopted to decrease reliance on buy-one-get-one-free
promotions and has resulted in a reduction in MRS. BUTTERWORTH'S consumer
marketing expenditures. The Company intends to shift the focus of its consumer
marketing to targeted couponing, such as cross-promotions with host food
products.

MRS. BUTTERWORTH'S advertising has been limited in recent years.
Historically, MRS. BUTTERWORTH'S advertising consisted primarily of television
advertising which was aimed at promoting MRS. BUTTERWORTH'S unique brand image.
The Company's advertising emphasized the old-fashioned "grandmotherly" image
associated with the brand and its homemade quality and wholesome taste.
Additionally, MRS. BUTTERWORTH'S advertising campaign, which used a "talking
syrup bottle," appeals to both children and adults. MRS. BUTTERWORTH'S
advertising has a strong recall score and has been highly effective in
motivating the purchase of MRS. BUTTERWORTH'S products and the Company intends
to continue this advertising.

The majority of MRS. BUTTERWORTH'S syrup and pancake mix products are sold
through a network of approximately 60 independent brokers to retail grocery
stores, membership warehouses, convenience stores and mass merchandisers. Retail
grocery sales account for approximately 85% of MRS. BUTTERWORTH'S sales of
syrups and pancake mixes. A small number of these brokers also sell products
manufactured by the Company's competitors. The Company also uses a separate
broker network of approximately 40 independent brokers which sells syrups and
pancake mixes to the foodservice distributors and operators. The Company's food
brokers do not distribute its products. They perform the sales and merchandising
functions necessary for the business. Distribution of products from the
Company's warehouses is arranged by the purchaser of the products. MRS.
BUTTERWORTH'S syrups and pancake mixes are distributed on a national basis from
Conopco's Olathe, Kansas facility. None of the Company's customers account for
more than 10% of the Company's sales.

LOG CABIN

The LOG CABIN brand has a heritage dating back over a century and is widely
recognized as the "real" maple syrup people "grew up with." While LOG CABIN
remains the number one brand of syrup overall, a significant reduction in
corporate marketing support for the brand combined with aggressive marketing
programs by its principal national competitors have led to an erosion in its
market share from 35% in 1972 to 19%. LOG CABIN'S number one market position has
endured primarily on the basis of the brand's longevity in the market and strong
consumer awareness.

LOG CABIN'S marketing activities over the last four years have principally
consisted of trade promotions and price discounting. During this period, the
brand also developed an "animated cabin" television advertisement which achieved
above average consumer enjoyment, brand rating and memorability. However, in
response to heavy price promotions from MRS. BUTTERWORTH'S, AUNT JEMIMA and
HUNGRY JACK during the 1993 through 1995 period, LOG CABIN redirected its
advertising spending to price discounting and buy-one-get-one free promotions.

The Company intends to revitalize the LOG CABIN brand by reducing the
brand's reliance on inefficient trade spending and increasing consumer-based
promotional events and advertising. The shift from trade spending will refocus
LOG CABIN'S marketing emphasis on the consumer.

LOG CABIN'S products have historically been sold through Kraft's direct
sales force to retail grocery stores, mass merchandisers, club stores,
foodservice and the U.S. military. The Company intends to transition LOG CABIN
sales to its existing broker network shortly after the LC Acquisition is
completed.

COMPETITION

The three major national brands of syrup are AUNT JEMIMA, MRS. BUTTERWORTH'S
and LOG CABIN. Sales of these three brands account for approximately 53% of
total syrup sales in the United States. Smaller

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national and regional brands, including MAPLE GROVE FARMS, GOLDEN GRIDDLE and
VERMONT MAID, and private label syrups also compete in the syrup category.
Competition is based primarily on price and consumer positioning.

LOG CABIN (including the COUNTRY KITCHEN brand) is the number one national
brand of syrup overall with a 19.3% market share, followed by AUNT JEMIMA and
MRS. BUTTERWORTH'S with market shares of 18.5% and 15.0%, respectively. MRS.
BUTTERWORTH'S is the number one brand of regular syrup in the United States,
with an 18.1% share of the regular syrup segment, followed by LOG CABIN
(excluding the COUNTRY KITCHEN brand) and AUNT JEMIMA with regular segment
shares of 16.3% and 13.6%, respectively. In addition, COUNTRY KITCHEN is the
leading national brand of economy-priced syrup with the highest market share
among its economy-priced competitors, which include Aunt Jemima's COUNTRY RICH
and numerous regional brands.

MRS. BUTTERWORTH'S is also the leading brand of syrup in the Central
(Chicago, Denver, Kansas City) and Mid-Central (Detroit, Indianapolis,
Pittsburgh) regions of the United States, the two regions of the country with
the highest per capita syrup consumption. LOG CABIN sales are strongest in the
eastern and western regions of the United States.

The U.S. pancake mix category is more concentrated than the syrup category,
with four major brands representing approximately 70.0% of the total market.
AUNT JEMIMA is the leader in the pancake mix category, with a 30.9% market
share, followed by HUNGRY JACK, KRUSTEAZ and MRS. BUTTERWORTH'S, with market
shares of 15.6%, 14.9% and 6.3%, respectively.

RAW MATERIALS

The Company utilizes a variety of basic raw materials in the manufacture of
its syrup and pancake mix products, including corn syrup, liquid sucrose, flour,
sugar, maple sugar and flavorings. The Company also utilizes significant
quantities of glass, plastic and cardboard for its packaging requirements.
Supplies of ingredients and packaging requirements are readily available from a
number of sources and are purchased based on price. See "The Acquisitions."

PRODUCTION AND EQUIPMENT

MRS. BUTTERWORTH'S syrup is manufactured and packaged at Conopco's Olathe,
Kansas facility under the MBW Co-Pack Agreement between the Company and Conopco
pursuant to which Conopco has agreed to contract manufacture syrup for the
Company for a period of up to one year from the MBW Acquisition Closing Date at
prices which are based on historical manufacturing costs. In addition, the
Company has entered into the Red Wing Co-Pack Agreement pursuant to which Red
Wing will contract manufacture MRS. BUTTERWORTH'S syrup products. In August
1997, the Company commenced transferring production of MRS. BUTTERWORTH'S syrup
from Conopco to Red Wing. See "The Acquisitions--The Red Wing Co-Pack
Agreement." Raw materials, packaging supplies and finished goods related to the
MRS. BUTTERWORTH'S syrup business are also warehoused at Conopco's Olathe,
Kansas facility.

The Company owns all of the equipment used in each stage of the production
of MRS. BUTTERWORTH'S syrup, including batching, filling and case-packing the
products. The equipment was purchased by the Company in the MBW Acquisition and
has the capacity to produce approximately two times the number of cases of syrup
as has been produced historically. All of the equipment is located in Conopco's
Olathe, Kansas facility.

MRS. BUTTERWORTH'S retail pancake mixes are manufactured and packaged by two
third parties under co-packing agreements. The Company assumed these agreements
at their historical prices at the MBW Acquisition Closing Date. MRS.
BUTTERWORTH'S foodservice pancake mixes, which account for approximately 1% of
the Company's sales, are manufactured at a separate facility owned by Conopco.

LOG CABIN syrup products are manufactured and packaged at Kraft's Chicago,
Illinois and Lehigh Valley, Pennsylvania facilities under the LC Co-Pack
Agreement between the Company and Kraft pursuant to which Kraft has agreed to
contract manufacture syrup for the Company for a period of up to nine

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months from the LC Acquisition Closing Date at prices which are based on
historical manufacturing costs. Prior to the end of the term of the LC Co-Pack
Agreement, the Company will either enter into a co-packing agreement with Red
Wing or another third party for the manufacture of LOG CABIN syrup products. Raw
materials, packaging supplies and finished goods related to the syrup business
are also warehoused at Kraft's Chicago and Lehigh Valley facilities.

TRADEMARKS

In the MBW Aquisition, the Company acquired a number of registered
trademarks in the United States, Canada and Puerto Rico. In the LC Acquisition,
the Company acquired the U.S. and foreign trademarks (excluding Mexico) of the
LC Business, including LOG CABIN and COUNTRY KITCHEN. Management is not aware of
any fact that would negatively impact the continued use of any of its trademarks
and trade names.

EMPLOYEES

The Company's labor requirements related to the manufacturing of MRS.
BUTTERWORTH'S syrup and foodservice pancake mix will be covered under the MBW
Co-Pack Agreement until December 31, 1997 and thereafter under the Red Wing
Co-Pack Agreement. The Company's labor requirements related to the manufacturing
of LOG CABIN syrup products will be covered under the LC Co-Pack Agreement for a
period of up to nine months from the LC Acquisition Closing Date. The Company
has filled substantially all senior management positions and has staffed
approximately ninety percent of its sales, marketing and administrative
functions. The Company has completed the transition of all services previously
provided by Conopco under the MBW Transition Services Agreement, which expires
on June 30, 1997. In connection with the LC Acquisition, the Company entered
into the LC Transition Services Agreement, pursuant to which Kraft will provide
the Company with marketing services, transaction processing services, accounting
services and other services related to the LOG CABIN syrup products for a period
of up to six months from the LC Acquisition Closing Date. The Company will
increase its corporate staff from 22 to 34, primarily in the sales and marketing
areas to accomodate the additional volume and products of the LOG CABIN syrup
business.

CERTAIN LEGAL AND REGULATORY MATTERS

LITIGATION

The Company did not assume any litigation relating to the MBW Predecessor or
the LC Business that was pending as of the MBW Acquisition Closing Date or the
LC Acquisition Closing Date. Conopco and Kraft have agreed to indemnify, subject
to certain limitations, the Company with respect to any litigation that may
arise in the future to the extent such litigation relates to the conduct of the
MBW Predecessor prior to the MBW Acquisition Closing Date and the LC Business
prior to the LC Acquisition Closing Date, respectively. See "The Acquisitions."
Historically, each of Conopco and Kraft has been the defendant in various legal
actions related to its respective businesses, none of which had, or were
expected to have, a material adverse effect on the operations or financial
condition of the MBW Predecessor or the LC Business, respectively.

PUBLIC HEALTH

The Company is subject to the Federal Food, Drug and Cosmetic Act and
regulations promulgated thereunder by the Food and Drug Administration (the
"FDA"). This comprehensive regulatory program governs, among other things, the
manufacturing, composition and ingredients, labeling, packaging and safety of
food. For example, the FDA regulates manufacturing practices for foods through
its current "good manufacturing practices" regulations, and specifies the
"recipes," called standards of identity, for certain foods. In addition, the
Nutrition Labeling and Education Act of 1990, as amended, prescribes the format
and content of certain information required to appear on the labels of food
products. The

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Company is subject to regulation by certain other governmental agencies,
including the U.S. Department of Agriculture.

The operations and the products of the Company are also subject to state and
local regulation through such measures as licensing of plants, enforcement by
state health agencies of various state standards and inspection of the
facilities. Enforcement actions for violations of federal, state and local
regulations may include seizure and condemnation of violative products, cease
and desist orders, injunctions and/or monetary penalties. Management believes
that the Company's facilities and practices are sufficient to maintain
compliance with applicable government regulations, although there can be no
assurances in this regard.

ENVIRONMENTAL

The Company did not assume any liabilities for environmental matters
relating to the operation of the MBW Predecessor prior to the MBW Acquisition
Closing Date or the LC Business prior to the LC Acquisition Closing Date. Like
all other businesses, the Company is subject to a full range of federal, state
and local laws and regulations pertaining to the environment, including the
discharge of materials into the environment and the handling and disposal of
wastes (including solid and hazardous wastes). These laws include, but are not
limited to, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. Section 6901 et seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 9601 et seq.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.;
the Toxic Substances Control At, 15 U.S.C Section 2601 et seq.; the Clean Air
Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C.
Section 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et
seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C.
Section 651 et seq.; and their state and local counterparts and equivalents.
However, because of the nature of its business, the Company does not expect the
costs of compliance with, or any liability under, such laws and regulations to
have a material adverse effect on its operations or financial condition.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------------------------- --------- ----------------------------------------------------
<S> <C> <C>
Ian R. Wilson....................................... 67 Chairman of the Board of Directors
Thomas J. Ferraro................................... 48 President and Director
Dirk C. Grizzle..................................... 35 Chief Financial Officer
James B. Ardrey..................................... 39 Executive Vice President and Director
Ray Chung........................................... 48 Executive Vice President and Director
C. Gary Willett..................................... 43 Executive Vice President
Alan Mintz.......................................... 54 Vice President, Sales
M. Laurie Cummings.................................. 33 Vice President and Secretary
David E. De Leeuw................................... 52 Director
Charles Ayres....................................... 37 Director
Tyler T. Zachem..................................... 31 Director
Peter Lamm.......................................... 45 Director
Richard C. Dresdale................................. 40 Director
</TABLE>

IAN R. WILSON, Chairman of the Board of Directors of the Company since
December 1996. Mr. Wilson is the Managing Partner of Dartford. Mr. Wilson
currently serves as Chairman of the Board of Directors of Van de Kamp's and
Windy Hill. Prior to forming Dartford, Mr. Wilson served as Chairman and Chief
Executive Officer of Windmill. Prior to that, Mr. Wilson was Chairman and Chief
Executive Officer of Wyndham. From 1983 to 1984 Mr. Wilson was the Chairman and
Chief Executive Officer of Castle & Cooke, Inc. (now known as Dole Food Company,
Inc.), an international food and real estate concern. Prior to Castle & Cooke,
Inc., Mr. Wilson spent 25 years with The Coca-Cola Company in a series of
management positions, most recently as Vice Chairman of The Coca-Cola Company
and President of the Pacific Group. Mr. Wilson's past and present service as a
director includes membership on the boards of Novell, Inc., Revlon, Inc., Crown
Zellerbach Corporation, Castle & Cooke, Inc., Wilson Bottling Corporation,
Golden State Foods, New Age Beverages, Ltd., Van de Kamp's and Windy Hill.

THOMAS J. FERRARO, President and Director of the Company since December
1996. Prior to joining the Company, Mr. Ferraro served as President of Campfire,
Inc. from September 1994 to June 1996, which recently merged into International
Home Foods, Inc. Prior to joining Campfire, Inc. Mr. Ferraro spent eleven years
at Borden, Inc. serving as Vice President of Sales for the Niche Grocery
division from 1991 to 1994. Mr. Ferraro's experience with niche grocery products
extends back to his early career from 1978 to 1983 with RJR Nabisco Inc. and
from 1973 to 1978 with Drackett Products, a division of Bristol-Meyers Squibb
Company, where he held a variety of marketing and sales positions.

DIRK C. GRIZZLE, Chief Financial Officer of the Company since June 1997.
Prior to joining the Company, Mr. Grizzle served as Vice President of Finance at
the BISYS Group, Inc. from August 1995 to June 1997. From November 1992 to
August 1995, Mr. Grizzle served as Controller, Treasurer and Secretary for Bell
Atlantic International, Inc. from 1984 to 1992, Mr. Grizzle served in a series
of various positions with KPMG Peat Marwick, most recently as a Senior Manager
in KPMG's International Services practice in London, England. Prior to joining
KPMG, Mr. Grizzle was the Controller of Scioto Investment Company from 1982 to
1984.

JAMES B. ARDREY, Executive Vice President and Director of the Company since
December 1996. Mr. Ardrey is a Partner in Dartford. From January 1993 to
February 1995, Mr. Ardrey was a consultant to Windmill, conducting its
divestiture program. From 1984 to 1992, Mr. Ardrey was an investment banker with
Paine Webber Incorporated, serving as Managing Director from 1990 to 1992. Prior
to joining Paine Webber Incorporated, Mr. Ardrey was a consultant with Booz,
Allen & Hamilton. Mr. Ardrey currently serves as a Director of Van de Kamp's.

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RAY CHUNG, Executive Vice President and Director of the Company since
December 1996. Mr. Chung is a Partner in Dartford. Mr. Chung has previously
served as a Director, Executive Vice President and Chief Financial Officer of
Windmill from 1989 to 1995 and as a Director, Executive Vice President and Chief
Financial Officer of Wyndham from 1985 to 1990. From May 1984 to September 1985,
Mr. Chung served as Vice President--Finance for the Kendall Company, a
subsidiary of the Colgate-Palmolive Company. Between 1981 and 1984, Mr. Chung
served as Vice President--Finance for Riviana Foods, Inc. Mr. Chung currently
serves as a Director of Windy Hill and VDK Holdings, Inc.

C. GARY WILLETT, Executive Vice President of the Company since December
1996. Prior to joining the Company, Mr. Willett served as Executive Vice
President/General Manager of Campfire, Inc. from August 1995 to September 1996,
which recently merged into International Home Foods, Inc. Prior to Campfire,
Inc., Mr. Willett spent 12 years with Borden, Inc. from June 1983 to August 1995
in a series of marketing and general management positions, most recently as a
Vice President/G.M. of Elmer's. Before joining Borden, Inc., Mr. Willett spent
six years with The Kellogg Company from September 1977 to May 1983 in various
marketing and sales positions.

ALAN MINTZ, Vice President, Sales of the Company since January 1997. Prior
to joining the Company in January 1997, Mr. Mintz spent twelve years with
Borden, Inc. from July 1985 to January 1997, as General Manager of the BAMA
foods division and as the Area Vice President of the Signature Flavors division.
Prior to joining Borden, Inc., Mr. Mintz held various sales positions at General
Foods Corp. from August 1967 to June 1985.

M. LAURIE CUMMINGS, Vice President and Secretary of the Company since
December 1996. Ms. Cummings is a partner in Dartford. Ms. Cummings was Vice
President, Controller and Treasurer of Windmill from 1989 to 1995. Between 1987
and 1990, Ms. Cummings was the Controller and Assistant Treasurer of Wyndham.
Ms. Cummings currently serves as Vice President of Windy Hill and Van de Kamp's.

DAVID E. DE LEEUW, Director of the Company since December 1996. Mr. De Leeuw
is a managing general partner of MDC Management Company III, L.P., which is the
general partner of McCown De Leeuw & Co. III, L.P. and McCown De Leeuw & Co. III
(Europe), L.P., a managing general partner of MDC Management Company IIIA, L.P.,
which is the general partner of McCown De Leeuw & Co. III (Asia), L.P. and a
member of Gamma Fund, LLC. Prior to founding McCown De Leeuw & Co. with George
E. McCown in 1984 and beginning in 1978, Mr. De Leeuw was Manager of the
Leveraged Acquisition Unit and Vice President in the Capital Markets Group at
Citibank, N.A. Mr. De Leeuw also worked with W.R. Grace & Co. where he was
Assistant Treasurer and Manager of Corporate Finance from 1974 until 1978. Mr.
De Leeuw began his career as an investment banker with Paine Webber Incorporated
in 1969. He currently serves as a director of Vans, Inc., DEC International
Inc., Nimbus CD International, Inc., Pelican Companies, Inc., Tiara Motorcoach
Corporation, Papa Gino's Inc. and Outsourcing Solutions Inc.

CHARLES AYRES, Director of the Company since December 1996. Mr. Ayres is a
general partner of MDC Management Company III, L.P., which is the general
partner of McCown De Leeuw & Co. III, L.P. and McCown De Leeuw & Co. III
(Europe), L.P., a general partner of MDC Management Company IIIA, L.P., which is
the general partner of McCown De Leeuw & Co. III (Asia), L.P. and a member of
Gamma Fund, LLC. Mr. Ayres has been associated with McCown De Leeuw & Co. since
1991. From 1987 until 1991 Mr. Ayres was a partner of HMA Investments, Inc., a
private investment firm focused on middle market management buyouts. Mr. Ayres
began his career as an investment banker with Lazard Freres & Co. in 1982 where
he remained until 1985. He currently serves as a director of Nimbus CD
International, Inc., ASC Network Corp., Tiara Motorcoach Corporation and Papa
Gino's, Inc.

TYLER T. ZACHEM, Director of the Company since December 1996. Mr. Zachem is
a principal of MDC Management Company III, L.P., which is the general partner of
McCown De Leeuw & Co. III, L.P., and McCown De Leeuw & Co. III (Europe), L.P.,
and a principal of MDC Management Company IIIA, L.P., which is the general
partner of McCown De Leeuw & Co. III (Asia), L.P. Mr. Zachem has been associated

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with McCown De Leeuw & Co. since July 1993. Mr. Zachem worked as a consultant
with McKinsey & Co. in 1993 and as an investment banker with McDonald & Company
from 1989 through 1991. He currently serves as a director of Outsourcing
Solutions Inc.

PETER LAMM, Director of the Company since December 1996. Mr. Lamm is
President of Fenway Partners, Inc., the management company for Fenway, a New
York based direct investment firm for institutional investors with a primary
objective of acquiring controlling positions in leading middle-market companies.
From February 1982 to April 1994, Mr. Lamm was employed by Butler Capital
Corporation, most recently as Senior Direct Investment Officer and a Managing
Director. Until April 1994, Mr. Lamm was also a general partner of the five
limited partnerships managed by Butler Capital Corporation. Mr. Lamm currently
serves as a director of Van de Kamp's, MW Manufacturers Inc., National School
Supply Company, Inc., Brown Moulding Company, Inc., Valley Recreation Products
Inc., Teters Floral Products, Inc. and Bear Archery, Inc.

RICHARD C. DRESDALE, Director of the Company since December 1996. Mr.
Dresdale is a Managing Director of Fenway Partners, Inc. Prior to founding
Fenway with Mr. Lamm and Andrea Geisser, Mr. Dresdale was a principal at
Clayton, Dubilier and Rice, Inc. ("CD&R") from June 1985 to March 1994. Mr.
Dresdale also served as a limited partner of the general partner of three of the
investment partnerships managed by CD&R. From January 1981 to March 1984, Mr.
Dresdale worked as an Investment Officer with Manufacturers Hanover Venture
Capital Corporation. Mr. Dresdale currently serves as a director of MW
Manufacturers Inc., Brown Moulding Company, Inc., Teters Floral Products, Inc.,
Bear Archery, Inc., Nu-kote Holdings, Inc. and Remington Arms Company.

EXECUTIVE COMPENSATION

As described below, the Company entered into employment agreements with
Thomas J. Ferraro, C. Gary Willett, Alan Mintz and Dirk C. Grizzle. The Company
employed no other executive officers on the date hereof.

Pursuant to the Employment Agreement between the Company and Thomas J.
Ferraro dated as of December 31, 1996 (the "Ferraro Employment Agreement"), Mr.
Ferraro shall serve as President of the Company and a director of the Company.
Mr. Ferraro shall receive a base salary of $175,000 per year and is eligible to
receive a bonus of up to 70% of his base salary depending upon the Company's
earnings. Additionally, Mr. Ferraro received 30 Class D Units in MBW LLC (which
are non-voting) on December 31, 1996. The Ferraro Employment Agreement provides
for a two-year term, commencing on the MBW Acquisition Closing Date; however, on
each anniversary of the MBW Acquisition Closing Date the term will automatically
be extended for one additional year so that the term ends two years after the
latest anniversary of the MBW Acquisition Closing Date. If the Company
terminates Mr. Ferraro's employment without cause, the Company is required to
pay him an amount equal to the base salary he would have been entitled to
receive through the end of the current term of the Ferraro Employment Agreement.
The Ferraro Employment Agreement also provides that until the later of the first
anniversary of his termination and the end of the current term of the employment
agreement, Mr. Ferraro may not compete with or solicit employees from the
Company.

Pursuant to the Employment Agreement between the Company and C. Gary Willett
dated as of December 31, 1996 (the "Willett Employment Agreement"), Mr. Willett
shall serve as Executive Vice President of the Company. Mr. Willett shall
receive a base salary of $140,000 per year and is eligible to receive a bonus of
up to 60% of his base salary depending upon the Company's earnings. The Willett
Employment Agreement provides for a two-year term, commencing on the MBW
Acquisition Closing Date; however, on each anniversary of the MBW Acquisition
Closing Date the term will be automatically extended for one additional year so
that the term ends two years after the latest anniversary of the MBW Acquisition
Closing Date. If the Company terminates Mr. Willett's employment without cause,
the Company is required to pay him an amount equal to the base salary he would
have been entitled to receive

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<PAGE>
through the end of the current term of the Willett Employment Agreement. The
Willett Employment Agreement also provides that until the later of the first
anniversary of his termination and the end of the current term of the employment
agreement, Mr. Willett will not compete with or solicit employees from the
Company.

Pursuant to the Employment Agreement between the Company and Alan Mintz
dated as of January 20, 1997 (the "Mintz Employment Agreement"), Mr. Mintz
serves as Vice President of Sales of the Company. Mr. Mintz receives a base
salary of $120,000 per year and is eligible to receive a bonus of up to 60% of
his base salary based upon the Company's earnings. The Mintz Employment
Agreement provides for a one-year term, commencing on January 20, 1997. On July
20, 1997 and each day thereafter, the term will automatically be extended for an
additional day so that the term remaining under the Mintz Employment Agreement
will always be six months. If the Company terminates Mr. Mintz's employment
without cause, the Company is required to pay him an amount equal to the base
salary he would have been entitled to receive through the end of the current
term of the Mintz Employment Agreement. The Mintz Employment Agreement also
provides that until the later of the first anniversary of his termination and
the end of the current term of the employment agreement, Mr. Mintz may not
compete with or solicit employees from the Company.

Pursuant to the Employment Agreement between the Company and Dirk C. Grizzle
dated as of June 16, 1997 (the "Grizzle Employment Agreement"), Mr. Grizzle
serve as Chief Financial Officer of the Company. Mr. Grizzle receives a base
salary of $120,000 per year and is eligible to receive a bonus of up to 60% of
his base salary based upon the Company's earnings. Additionally, Mr. Grizzle
received 8 Class D Units in MBW LLC (which are non-voting) on June 30, 1997. The
Grizzle Employment Agreement provides for a one-year term, commencing on June
30, 1997. On June 30, 1998, the term will be automatically extended for an
additional six-month period on each day thereafter, the remaining term will
automatically be extended for an additional day so that the term remaining under
the Grizzle Employment Agreement will always be six months. If the Company
terminates Mr. Grizzle's employment without cause, the Company is required to
pay him an amount equal to the base salary he would have been entitled to
receive through the end of the current term of the Grizzle Employment Agreement.
The Grizzle Employment Agreement also provides that until the later of the first
anniversary of his termination and the end of the current term of the employment
agreement, Mr. Grizzle may not complete with or solicit employees from the
Company.

DIRECTOR COMPENSATION

Directors who are officers, employees or otherwise affiliates of the Company
do not receive compensation for their services as directors. Directors of the
Company are entitled to reimbursement of their reasonable out-of-pocket expenses
in connection with their travel to and attendance at meetings of the board of
directors or committees thereof. The Company does not intend to pay annual fees
or board attendance fees to directors of the Company who are not also officers,
employees or otherwise affiliates of the Company.

OWNERSHIP AND MANAGEMENT

The Company, a wholly-owned subsidiary of Holdings, which in turn is a
wholly-owned subsidiary of MBW LLC, was organized in November 1996 by Dartford,
majority owner MDC and Fenway to acquire the MRS. BUTTERWORTH'S syrup and
pancake mix business from Conopco. The Company is organized into three
operational groups which report to the President: the product management group,
the financial/ administrative group and the sales group. Dartford provides
day-to-day operational oversight to the Company including corporate and
financial planning, oversight of operations, production of business plans and
identification of possible acquisitions and advice with the financing thereof.
MDC provides strategic advice to the Company, particularly in connection with
the Company's financing needs and capital structure, including the financing of
future acquisitions, and identifies potential acquisition

62
<PAGE>
targets. Fenway also provides strategic advice to the Company and identifies
potential acquisition targets, however it is not required to provide any
services to the Company to receive its fee. There is some overlap in the
services provided by Dartford, MDC and Fenway, especially in connection with
strategic advice, including the Company's financing needs, capital structure and
the identification of potential acquisition targets. See "Certain Related
Transactions."

Dartford was formed by Managing Partner Ian R. Wilson, former Vice Chairman
of The Coca-Cola Company and former Chairman and Chief Executive Officer of
Castle & Cooke, Inc. (Dole Food Company, Inc.), to make investments in the
consumer food and beverage categories. Dartford's five partners have extensive
experience in building and managing leveraged investments in the food and
beverage industries. Over the past ten years, Dartford has successfully built
and managed a number of food companies including Wyndham Foods Inc. ("Wyndham"),
which Dartford grew to become the fourth largest cookie company in the United
States, Windmill Holding Corp. ("Windmill"), a branded baking products company,
Windy Hill Pet Food Company, Inc. ("Windy Hill"), a national supplier of branded
and private label pet food products, and Van de Kamp's, a leading frozen
convenience food company.

In September 1995, Dartford and Fenway organized Van de Kamp's to acquire
the VAN DE KAMP'S frozen seafood product line from The Pillsbury Company and to
serve as the foundation upon which to build a branded frozen convenience food
company. In May 1996, Van de Kamp's acquired MRS. PAUL'S frozen seafood business
from Campbell Soup Company and in July 1996 acquired the AUNT JEMIMA frozen
breakfast (waffles, pancakes and french toast) and CELESTE frozen pizza
businesses from The Quaker Oats Company. Van de Kamp's, under the direction of
Dartford, has assembled a 100 person sales, marketing and administrative
organization, moved and consolidated manufacturing facilities and reinvigorated
its brands with new product introductions and increased marketing support. Under
Dartford's management, Van de Kamp's has grown into a diversified branded frozen
convenience food company, with annual revenues increasing from approximately
$150 million at September 30, 1995 to approximately $400 million at December 31,
1996.

MDC is a private equity investment firm organized in 1984 to buy middle
market companies in partnership with management and build them through strategic
acquisition and internal growth. MDC currently manages three generations of
funds totaling approximately $500 million of contributed and committed capital.
MDC has developed, and committed itself to, an investment process that
identifies and then backs top managers in industries that are undergoing
consolidation or rapid internal growth. Over the past 13 years, MDC has made 30
separate acquisitions, of which 21 have been acquisition-oriented "buy and
builds" similar to the strategy contemplated by the Company, including DIMAC
Corporation, Eastman, Inc. and Outsourcing Solutions Inc.

Fenway is a second generation direct investment firm formed by Peter Lamm,
Richard Dresdale and Andrea Geisser. Together, the firm's principals have 50
years of experience building and managing direct investment portfolios. The
partners of Fenway have acquired and overseen investments in several food
processing and food distribution businesses, most recently as the majority owner
of Van de Kamp's in partnership with Dartford. Fenway focuses its investment
activities on acquiring interests in middle market companies with revenues
between $50 million and $500 million which offer leading market shares, strong
franchises, multiple profit centers and underlying growth.

Mr. Ferraro has over 23 years of grocery products experience, and Mr.
Willett has over 19 years of grocery products experience. Prior to joining MRS.
BUTTERWORTH'S, Messrs. Ferraro and Willett managed Heritage Brands, leading the
leveraged buyout and build-up of Campfire, Inc. Prior to joining Heritage
Brands, Mr. Ferraro spent 11 years with Borden, Inc., most recently as Vice
President of Sales for the Niche Grocery division. His experience with niche
grocery products extends back to his early career with RJR Nabisco Inc. and
Drackett Products, where he held a variety of marketing and sales positions.
Prior to joining Heritage Brands, Mr. Willett held a variety of senior
management positions at Borden, Inc. and The Kellogg Company.

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<PAGE>
SECURITY OWNERSHIP

The following table sets forth certain information regarding the beneficial
ownership of the Company's securities by each person who beneficially owns more
than 5% of such securities, by directors and certain executive officers of the
Company, individually and by directors and executive officers of the Company as
a group.

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES SHARES
OF THE COMPANY'S OF THE COMPANY'S
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- --------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
5% STOCKHOLDERS:
Aurora Foods Holdings Inc.................................................. 1,000 100.0%
Community Corporate Center
445 Hutchinson Avenue
Columbus, Ohio 43235

All directors and executive officers as a group............................ 0 0.0%
</TABLE>

All of the outstanding capital stock of Holdings is held by MBW LLC. The
Class A and Class B common limited liability company interests ("MBW Common LLC
Securities") are the only classes of MBW LLC's limited liability company
interests that currently possess voting rights. As of August 21, 1997, there
were 65,155 membership units of MBW Common LLC Securities. The following table
sets forth certain information regarding the beneficial ownership of MBW Common
LLC Securities by each person who beneficially owns more than 5% of such
securities, by directors and certain executive officers of the Company,
individually, and by the directors and executive officers of the Company as a
group.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
MBW COMMON MBW COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER LLC SECURITIES(1) LLC SECURITIES(1)
- --------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
5% STOCKHOLDERS:
McCown De Leeuw & Co. III, L.P.(2)......................................... 43,250 66.4%
c/o McCown De Leeuw & Co.
3000 Sand Hill Road, Building 3, Suite 290
Menlo Park, California 94025

McCown De Leeuw & Co. III (Europe), L.P.(2)................................ 43,250 66.4%
c/o McCown De Leeuw & Co.

McCown De Leeuw & Co. III (Asia), L.P.(2).................................. 43,250 66.4%
c/o McCown De Leeuw & Co.

Gamma Fund, LLC(2)......................................................... 43,250 66.4%
c/o McCown De Leeuw & Co.

Fenway Partners Capital Fund, L.P.(3)...................................... 16,250 24.9%
152 West 57th Street
New York, New York 10019

California Public Employees Retirement System(4)........................... 10,000 15.3%
Lincoln Plaza
400 P Street
Sacremento, California 95814

Dartford Partnership L.L.C.(5)............................................. 3,750 5.8%
456 Montgomery Street, Suite 2200
San Francisco, California 94104
</TABLE>

64
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
MBW COMMON MBW COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER LLC SECURITIES(1) LLC SECURITIES(1)
- --------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
OFFICERS AND DIRECTORS OF THE COMPANY:
Ian R. Wilson(5)........................................................... 3,750 5.8%
James B. Ardrey(5)......................................................... 3,750 5.8%
Ray Chung(5)............................................................... 3,750 5.8%
M. Laurie Cummings(5)...................................................... 3,750 5.8%
David E. De Leeuw(2)....................................................... 43,250 66.4%
Charles Ayres(2)........................................................... 43,250 66.4%
Tyler T. Zachem(2)......................................................... 43,250 66.4%
Peter Lamm(3).............................................................. 16,250 24.9%
Richard C. Dresdale(3)..................................................... 16,250 24.9%
Thomas J. Ferraro.......................................................... 200 0.3%
Dirk C. Grizzle............................................................ 150 0.2%
Alan Mintz................................................................. 100 0.2%
C. Gary Willett............................................................ 100 0.2%

All directors and executive officers as a group............................ 63,800 97.9
</TABLE>

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

(1) As used in this table, beneficial ownership means the sole or shared power
to vote, or to direct the voting of a security, or the sole or shared power
to dispose, or direct the disposition, of a security.

(2) Includes 29,974.9 membership units owned by McCown De Leeuw & Co. III, L.P.,
an investment partnership whose general partner is MDC Management Company
III, L.P. ("MDC III"), 2,128.0 membership units held by McCown De Leeuw &
Co. III (Europe), L.P., an investment partnership whose general partner is
MDC Management Company IIIA, L.P. ("MDC IIIA"), 498.7 membership units held
by McCown De Leeuw & Co. III (Asia), L.P., an investment partnership whose
general partner is MDC IIIA, and 648.4 membership units owned by Gamma Fund,
LLC, a California limited liability company. In addition, under an
irrevocable proxy, McCown De Leeuw & Co. III, L.P. has the power to vote all
of the LLC securities held by California Public Employees Retirement System.
The voting members of Gamma Fund, LLC are George E. McCown, David E. De
Leeuw, David E. King, Robert B. Hellman, Jr., Charles Ayres and Steven A.
Zuckerman, who are also the only general partners of MDC III and MDC IIIA.
Voting and dispositive decisions regarding the MBW Common LLC Securities are
made by Mr. McCown and Mr. De Leeuw, as Managing General partners of each of
MDC III and MDC IIIA, who together have more than the required
two-thirds-in-interest vote of the Managing General Partners necessary to
effect such decision on behalf of any such entity. Voting and dispositive
decisions regarding the MBW Common LLC Securities owned by Gamma Fund, LLC
are made by a vote or consent of a majority in number of the voting members
of Gamma Fund, LLC. Messrs. McCown, De Leeuw, King, Hellman, Ayres and
Zuckerman have no direct ownership of any shares of MBW Common LLC
Securities and disclaim beneficial ownership of any shares of MBW Common LLC
Securities except, in the case of Gamma Fund LLC, to the extent of their
proportionate partnership interests or membership interests.

(3) The general partner of Fenway is Fenway Partners, L.P., a Delaware limited
partnership, whose general partner is Fenway Partners Management Inc., a
Delaware corporation. Peter Lamm and Richard Dresdale are directors and
officers of Fenway Partners Management Inc., and as such may be deemed to
have the power to vote or dispose of MBW Common LLC Securities held by
Fenway. Each of Messrs. Lamm and Dresdale have no direct ownership of any
shares of MBW Common LLC Securities and disclaim beneficial ownership of any
shares of MBW Common LLC Securities except to the extent of their indirect
partnership intererests in Fenway.

(4) Under an irrevocable proxy, California Public Employees Retirement System
has granted McCown De Leeuw & Co. III, L.P. the right to vote all of the LLC
Securities it holds.

(5) Mr. Ian Wilson is the managing partner and Ms. M. Laurie Cummings and
Messrs. James B. Ardrey and Ray Chung are partners of Dartford, and as such
they may be deemed to have the power to vote or dispose of MBW Common LLC
Securities held by Dartford. Each of Ms. Cummings, Messrs. Wilson, Ardrey
and Chung disclaims the existence of a group and disclaims beneficial
ownership of MBW Common LLC Securities held by Dartford.

65
<PAGE>
CERTAIN RELATED TRANSACTIONS

DARTFORD MANAGEMENT SERVICES AGREEMENT

Concurrently with the consummation of the MBW Acquisition, the Company
entered into a Management Services Agreement (the "Dartford Management Services
Agreement") with Dartford pursuant to which Dartford provides day-to-day
management oversight to the Company. Management services provided by Dartford
include, but are not limited to, corporate and financial planning, oversight of
operations including the production, distribution and sale of the Company's
products, production of business plans, identification of possible acquisitions
and advice with the financing thereof and definition and development of business
opportunities. The services provided by Dartford with relation to identification
of acquisition targets and financing overlap with some of the services provided
by MDC Management and Fenway. The annual management fee for these services will
be an amount based upon a percentage of consolidated annual net sales of MBW LLC
and its subsidiaries, provided that the fee shall be not less than $600,000 per
year. The net sales of MBW LLC are the same as those of the Company in that MBW
LLC's sole asset is its ownership of all of the outstanding common stock of
Holdings of the Company. In the event MBW LLC were to acquire additional assets
outside the Company, the basis for this management fee would be reevaluated;
however, the Dartford Management Services Agreement does not currently have any
provisions regarding any such change to the fee structure. The annual management
fee will be equal to 0.5% of net sales up to $250 million, an additional amount
equal to 0.375% of net sales above $250 million but less than $500 million and
an additional 0.25% of net sales above $500 million. The annual management fee
is subject to reduction (to an amount not less than $600,000) (i) upon the
Company, Holdings or MBW LLC hiring or appointing a Chief Executive Officer or
other senior executive with responsibility and authority for providing to the
Company the management services provided by Dartford under the Dartford
Management Services Agreement, (ii) upon the sale to the public by the Company,
Holdings or MBW LLC for its own account of shares of capital stock or limited
liability company interests pursuant to a registration statement filed with the
Commission or (iii) during the three months prior to termination of the Dartford
Management Services Agreement after a sale of substantially all of the equity
securities or assets of the Company, Holdings or MBW LLC. Dartford will also
receive a transaction fee for subsequent Acquisitions by the Company equal to
1.25% of the Acquisition Price ($2,750,000 for the LC Acquisition). Pursuant to
the Dartford Management Services Agreement, from the date thereof until the
earlier of June 30, 1998 and the termination of the Dartford Management Services
Agreement, Dartford will not organize and participate in a new investment group
formed for the purpose of effecting acquisitions unless (i) certain changes of
control have occurred in one of Dartford's three investment groups in existence
as of the date of the Dartford Management Services Agreement (a "Current
Investment Group") or (ii) the management services agreement between Dartford
and a member of a Current Investment Group is terminated. In addition, from the
date of the Dartford Management Services Agreement until June 30, 1998, Dartford
may not effect acquisitions through more than four investment groups. From and
after July 1, 1998 until the termination of the Dartford Management Services
Agreement, Dartford may organize and participate in a newly formed investment
group in the event of (i) certain changes of control in one of Dartford's
Current Investment Groups; (ii) the termination of one of the management
services agreements between Dartford and a member of a Current Investment Group;
and (iii) a new member joining Dartford and participating in a material respect
in one of Dartford's Current Investment Groups. The Dartford Management Services
Agreement expires on the earlier of the date six months following a sale of
substantially all of the equity securities or assets of the Company, Holdings or
MBW LLC and the fifth anniversary of the MBW Acquisition Closing Date and is
renewable annually thereafter unless terminated by either party. The Dartford
Management Services Agreement can also be terminated by either party prior to
the expiration of the term upon the occurrence of certain events. In the event
that the Dartford Management Services Agreement is terminated by the Company
(other than in the case of theft, wilful neglect and other limited circumstances
specified therein) Dartford shall be entitled to receive a severence payment
that can be no greater than 200% of the management fee in effect as of such
date. The Company believes that the terms of and fees paid for the management
services rendered are at least as favorable

66
<PAGE>
to the Company as those which could be negotiated with an unaffiliated third
party. In addition, for services rendered in connection with the MBW
Acquisition, including identification of the acquisition and negotiation of the
terms of the acquisition and the related services agreements, Dartford received
a fee of $250,000 upon the closing of the MBW Acquisition, was reimbursed
$32,655 for out-of-pocket expenses incurred in connection with the MBW
Acquisition and was issued 1,000 membership units of MBW Common LLC Securities.

MDC ADVISORY SERVICES AGREEMENT

Concurrently with the consummation of the MBW Acquisition, the Company
entered into an Advisory Services Agreement (the "MDC Advisory Services
Agreement") with MDC Management Company III, L.P. ("MDC Management"), an
affiliate. Under the MDC Advisory Services Agreement, MDC Management provides
certain advisory functions primarily relating to the structuring of the
Company's bank financing and the capital structure of the Company,
identification and financing of future acquisitions, and general management
advice relating to the overall strategy and positioning of the Company. These
services overlap with some of the services provided by Dartford and Fenway. MDC
Management will receive an annual monitoring fee for providing these services
based upon a percentage of consolidated annual net sales of MBW LLC and its
subsidiaries, provided that the fee shall be not less than $250,000 per year.
The net sales of MBW LLC are the same as those of the Company in that MBW LLC's
sole asset is its ownership of all of the outstanding common stock of Holdings
of the Company. In the event MBW LLC were to acquire additional assets, the
basis for this management fee would be reevaluated. The annual monitoring fee
will be equal to $250,000 for net sales up to $120 million, an additional amount
equal to 0.12821% of net sales above $120 million but less than $250 million, an
additional amount equal to 0.125% of net sales above $250 million but less than
$500 million and an additional 0.083% of net sales above $500 million. MDC
Management will also receive a transaction fee for subsequent Acquisitions by
the Company equal to 0.65625% of the Acquisition Price ($1,444,000 for the LC
Acquisition). The MDC Advisory Services Agreement expires on the earlier of the
date six months following a sale of substantially all of the equity securities
or assets of the Company, Holdings or MBW LLC and the fifth anniversary of the
MBW Acquisition Closing Date and is renewable annually thereafter unless
terminated by the Company. The Company believes that the terms of and fees paid
for the professional services rendered are at least as favorable to the Company
as those which could be negotiated with an unaffiliated third party. In
addition, upon the closing of the MBW Acquisition, MDC Management received a
one-time fee of $1,250,000 for financial advisory services provided to the
Company in connection therewith, including negotiation and structuring of the
Company's bank financing and advising on the capital structure of the Company
(including the issuance of the Notes).

FENWAY AGREEMENT

Concurrently with the consummation of the MBW Acquisition, the Company
entered into an agreement (the "Fenway Agreement") with Fenway, an affiliate. As
an incentive to bring acquisition candidates to the Company, under the Fenway
Agreement, Fenway will receive a transaction fee for subsequent Acquisitions
($481,000 for the LC Acquisition) by the Company equal to 0.21875% of the
Acquisition Price. However, Fenway is not required to introduce such acquisition
candidates nor provide any services to the Company to receive the transaction
fee. The Company believes that the terms of and fees paid thereunder are at
least as favorable to the Company as those which could be negotiated with an
unaffiliated third party.

MBW AGREEMENTS

Concurrently with the consummation of the MBW Acquisition, the Company
entered into agreements with Thomas J. Ferraro, President of the Company, and C.
Gary Willett, Executive Vice President of the Company, whereby the officers
executed promissory notes in favor of the Company in exchange for monies
borrowed to assist in the capitalization of their limited liability interests
held with investors.

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<PAGE>
The promissory notes mature December 31, 1999 with required annual payments.
Interest is due and payable quarterly at the rate of 8.00% per annum. The
balance currently outstanding on the Mr. Ferraro's and Mr. Willett's promissory
notes are $60,000 and $50,000, respectively. The Company believes that the terms
of these notes and the interest paid thereunder are at least as favorable to the
Company as those which these persons could have negotiated with an unaffiliated
third party.

LOG CABIN AGREEMENTS

Concurrently with the consummation of the LOG CABIN Acquisition, the Company
entered into agreements with Alan Mintz, Vice President of Sales, and Dirk
Grizzle, Chief Financial Officer, whereby the officers executed promissory notes
in favor of the Company in exchange for monies borrowed to assist in the
capitalization of the limited liability interests held with investors. The
promissory notes mature July 1, 2000 with required annual payments. Interest is
due and payable quarterly at the rate of 8.00% per annum. The balances currently
outstanding on the promissory notes are $50,000 for Alan Mintz and $75,000 for
Dirk Grizzle. The Company believes that the terms of these notes and the
interest paid thereunder are at least as favorable to the Company as those which
these persons could have negotiated with an unaffiliated third party.

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<PAGE>
DESCRIPTION OF SENIOR CREDIT FACILITIES

The description set forth below is qualified in its entirety by reference to
certain agreements setting forth the principal terms and conditions of the
Company's Senior Credit Facilities, copies of which are filed as exhibits to the
Registration Statement of which this Prospectus is a part.

In connection with the MBW Acquisition, the Company entered into a Credit
Agreement with Chase Manhattan and various lenders providing for senior secured
credit facilities. In connection with such financing, Chase Manhattan acts as
Administrative Agent and CSI acted as Arranging Agent. In connection with the LC
Acquisition, the Senior Credit Facilities were amended to provide as follows:

The Senior Credit Facilities consist of (i) a senior secured Term Facility
in a principal amount of $40.0 million and (ii) a senior secured Revolving
Facility providing for revolving loans to the Company and the issuance of
letters of credit for the account of the Company, in an aggregate principal and
stated amount at any time not to exceed $60.0 million (of which not more than
$5.0 million may be represented by letters of credit).

Loans and letters of credit under the Revolving Facility will be available
at any time through the final maturity date on December 31, 2003. The Term
Facility will have a final maturity date of December 31, 2003, and will amortize
in quarterly payments of $1.125 million through December 31, 1999 with such
quarterly payments increasing annually in the amount of $250,000 per payment for
each year thereafter until the final maturity date.

The Company is required to make mandatory prepayments on the Senior Credit
Facilities under certain circumstances, including upon certain asset sales,
issuance of debt securities or issuance of equity securities to persons other
than the Equity Investors. The Company will also be required to make prepayments
on the Senior Credit Facilities and permanently reduce commitments under the
Revolving Facility in an amount equal to 50% of the Company's annual trailing
Consolidated Excess Cash Flow commencing with the fiscal year ending in December
1998 and thereafter and upon receipt of cash proceeds from property and casualty
insurance or condemnation awards. At the Company's option, subject to certain
requirements, loans may be prepaid, and revolving credit commitments or letters
of credit may be permanently reduced, in whole or in part at any time without
premium or penalty.

The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed by Holdings and any future domestic
subsidiaries of the Company (collectively, the "Guarantors"). In addition, the
Senior Credit Facilities are secured by first priority or equivalent security
interests in all capital stock of the Company (including all the capital stock
of, or other equity interest in, future domestic subsidiaries of the Company)
and the tangible and intangible assets of the Company and the Guarantors.

At the Company's option the interest rate per annum applicable to the
Revolving Facility will be either the rate (grossed-up for maximum statutory
reserve requirements for eurocurrency liabilities) at which eurodollar deposits
for one, two, three or six months (as selected by the Company) are offered to
Chase Manhattan in the interbank eurodollar market in the approximate amount of
Chase Manhattan's share of the relevant Loan (the "Adjusted Eurodollar Rate")
plus a margin of 2.25% (the "Applicable Eurodollar Rate Margin") or the Base
Rate plus a margin of 1.25%. The margin is based upon the Company's ratio of
consolidated total debt to consolidated EBITDA. The Base Rate is the higher of
(i) the rate of interest publicly announced by Chase Manhattan as its prime rate
in effect at its principal office in New York City and (ii) the federal funds
effective rate plus 0.5%.

At the Company's option, the interest rate per annum applicable to loans
under the Term Facility will be either the Adjusted Eurodollar Rate plus a
margin of 2.25% or the Base Rate plus a margin of 1.25%. The Base Rate is the
higher of (i) the rate of interest publicly announced by Chase Manhattan as its
prime

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rate in effect at its principal office in New York City, (ii) the federal funds
effective rate plus 0.5%, and (iii) the secondary market rate for certificates
of deposit (grossed-up for maximum statutory reserve requirements) plus 1%.

The Company pays a per annum fee equal to 0.5% on the undrawn portion of the
commitments in respect of the Revolving Facility and a per annum fee on the face
amount of all outstanding letters of credit equal to the Applicable Eurodollar
Rate Margin then in effect with respect to loans under the Revolving Facility
bearing interest based upon the Eurodollar Rate. The per annum fee is also based
upon the Company's ratio of consolidated total debt to consolidated EBITDA.

The Senior Credit Facilities contain a number of significant covenants that,
among other things, restrict the ability of the Company to dispose of assets,
incur additional indebtedness, repay other indebtedness or amend other debt
instruments, pay dividends, create liens on assets, enter into leases,
guarantees, investments or acquisitions, engage in mergers or consolidations,
make capital expenditures, or engage in certain transactions with subsidiaries
and affiliates and otherwise restrict corporate activities. In addition, under
the Senior Credit Facilities, the Company is required to comply with specified
ratios and tests, including minimum interest coverage, minimum fixed charge
coverage and maximum leverage ratios and a limitation on capital expenditures.

An event of default under the Senior Credit Facilities will occur (i) if the
Company fails to make payments under the Senior Credit Facilities or, in certain
circumstances, under other outstanding indebtedness; (ii) if the Company
breaches the financial covenants contained in the Senior Credit Facilities;
(iii) if the Company breaches the warranties contained in the Senior Credit
Facilities; (iv) in the event of the bankruptcy, insolvency or reorganization of
the Company; (v) if any judgment or attachment involving, in an individual case
an amount in excess of $1,000,000 or, in the aggregate in excess $2,000,000,
shall be entered against Holdings or the Company and shall remain undischarged
on unstayed for a period of 60 days; (vi) if any judgment or decree of
dissolution entered against the Company; (vii) if there occurs certain specified
ERISA events; (viii) if the Company undergoes a "change in control" as described
below; (ix) if the MBW Co-Pack Agreement, the Log Cabin Co-Pack Agreement, the
Red Wing Co-Pack Agreement or the Flavor Supply Agreement are terminated, and
the Company fails to make alternate arrangements satisfactory to the Lenders;
(x) a failure to comply with the subordination provisions contained in the
Senior Credit Facilities; or (xi) under certain other circumstances customary
for a transaction of this type. An Event of Default under the Indentures will
occur if any of the above occur and an amount in excess of $5 million is
accelerated under the terms of the Senior Credit Facilities and such default is
not cured or rescinded within a 10 day period. See "Description of Notes--Events
of Default." As noted above, an event of default under the Senior Credit
Facilities will occur if there is a change in control in the Company.

A change in control will be deemed to have occurred if (i) prior to the
consummation of any initial public offering of the common stock of Holdings, (x)
MBW LLC ceases to own directly 100% of the outstanding capital stock of Holdings
not including those shares of common stock of Holdings, distributed pursuant to
employee stock plans, (y) MDC, Fenway and Dartford cease to beneficially own in
the aggregate at least 51% of the voting securities of the Company or (z) any
person (other than MDC, Fenway or Dartford), including a "group" within the
meaning of Sections 13(d) and 14(d) (2) of the Exchange Act which includes such
person, acquires beneficial ownership of more than 30% of the voting securities
of the Company; (ii) Holdings shall at any time cease to own 100% of the
outstanding capital stock of the Company; or (iii) after the consummation of any
initial public offering of the common stock of Holdings, (x) MDC, Fenway and
Dartford beneficially own in the aggregate a lesser percentage of the voting
securities of the Company than any other person, including a "group" within the
meaning of Sections 13(d) and 14(d) (2) of the Exchange Act which includes such
person, (y) there is a change in composition of a majority of the Board of
Directors of the Company, (z) any person (other than MDC, Fenway or Dartford),
including a "group" within the meaning of Sections 13(d) and 14(d) (2) of the

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Exchange Act which includes such person, acquires beneficial ownership of more
than 25% of the voting securities of the Company. The change of control
provisions contained in the Indenture differ from those contained in the Senior
Credit Facilities with respect to those changes in percentage ownership and the
composition of the Board of Directors that trigger such provisions. See
"Description of Notes--Change of Control."

The Senior Credit Facilities also contain provisions that prohibit any
modification of the Indentures in any manner adverse to the banks, financial
institutions and other entities under the Senior Credit Facilities (the
"Lenders") and that limit the Company's ability to refinance the Notes without
the consent of such Lenders

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DESCRIPTION OF NOTES

GENERAL

The New Notes will be issued, and the Old Notes were issued under an
indenture dated as of February 10, 1997 (the "Indenture") between the Company
and Wilmington Trust Company, as Trustee (the "Trustee"). The Old Notes and the
New Notes shall be collectively referred to as the "Notes." The terms and
conditions of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture. The following statements are summaries of
the provisions of the Notes and the Indenture and do not purport to be complete.
Such summaries make use of certain terms defined in the Indenture and are
qualified in their entirety by express reference to the Indenture. The
definitions of certain capitalized terms used in the following summary are set
forth below under "-- Certain Definitions." A copy of the Indenture is filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes may be exchanged or transferred, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, except that, at the
option of the Company, payment of interest may be made by check mailed to the
address of the holders as such address appears in the Note register. Any Old
Notes that remain outstanding after the completion of the Exchange Offer,
together with the New Notes issued in connection with the Exchange Offer, will
be treated as a single class of securities under the Indenture. See "The
Exchange Offer" and "Old Notes Exchange and Registration Rights Agreement."

The New Notes will be issued only in fully registered form, without coupons,
in denominations of $1,000 and any integral multiple of $1,000. No service
charge will be made for any registration of transfer or exchange of Notes, but
the Company may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith.

TERMS OF NOTES

The Notes are unsecured senior subordinated obligations of the Company,
limited to $100.0 million aggregate principal amount, and will mature on
February 15, 2007. Each Note will bear interest at the rate per annum shown on
the front cover of this Prospectus from the date of issuance, or from the most
recent date to which interest has been paid or provided for, payable
semi-annually on February 15 and August 15 of each year commencing February 15,
1998 to holders of record at the close of business on the February 1 or August 1
immediately preceding the interest payment date.

OPTIONAL REDEMPTION

Except as set forth below, the Notes are not redeemable at the option of the
Company prior to February 15, 2002. On and after such date, the Notes will be
redeemable, at the Company's option, in whole or in part, at any time upon not
less than 30 nor more than 60 days prior notice mailed by first-class mail to
the registered address of each holder of Notes to be redeemed, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date):

If redeemed during the 12 month period commencing on February 15 of the
years set forth below:

<TABLE>
<CAPTION>
PERIOD REDEMPTION PRICE
- ---------------------------------- ------------------
<S> <C>
2002.............................. 104.9375%
2003.............................. 103.2917%
2004.............................. 101.6458%
2005 and thereafter............... 100.0000%
</TABLE>

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In addition, at any time and from time to time prior to February 15, 2000,
the Company may redeem up to $35.0 million of the aggregate principal amount of
Notes with the cash proceeds of one or more Equity Offerings received by, or
invested in, the Company at a redemption price (expressed as a percentage of
principal amount) of 109.875%, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that at least $65.0 million of the aggregate principal amount
of the Notes remain outstanding after each such redemption.

At any time on or prior to February 15, 2002, the Notes may also be redeemed
as a whole at the option of the Company upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days prior notice (but in no
event more than 90 days after the occurrence of such Change of Control) mailed
by first-class mail to each holder's registered address, at a redemption price
equal to 100% of the principal amount thereof plus the Applicable Premium as of,
and accrued and unpaid interest, if any, to, the date of redemption (the
"Redemption Date") (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

"Applicable Premium" means, with respect to a Note at any Redemption Date,
the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess
of (A) the present value at such time of (1) the redemption price of such Note
at February 15, 2002 (such redemption price being described under "--Optional
Redemption") plus (2) all required interest payments due on such Note through
February 15, 2002, computed using a discount rate equal to the Treasury Rate
plus 50 basis points over (B) the principal amount of such Note.

"Treasury Rate" means the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
which has become publicly available at least two business days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date to February 15, 2002; provided, however, that if
the period from the Redemption Date to February 15, 2002 is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

In the case of any partial redemption, selection of the Notes for redemption
will be made by the Trustee on a pro rata basis, by lot or by such other method
as the Trustee in its sole discretion shall deem to be fair and appropriate,
although no Note of $1,000 in original principal amount or less will be redeemed
in part. If any Note is to be redeemed in part only, the notice of redemption
relating to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon cancellation of
the original Note.

RANKING

The payment of Indebtedness evidenced by, and all other obligations in
respect of, the Notes is subordinated in right of payment, as set forth in the
Indenture, to the prior payment in full in cash or Cash Equivalents when due of
all Senior Indebtedness of the Company. However, payment from the money or the
proceeds of U.S. Government Obligations held in any defeasance trust described
under "Defeasance" below is not subordinate to any Senior Indebtedness or
subject to the restrictions described herein. At June 28, 1997, on a pro forma
basis after giving effect to the LC Acquisition, the Company would have had
$87.0 million of Senior Indebtedness outstanding (excluding unused revolving
credit commitments of $13.0 million under the Senior Credit Agreement). Although
the Indenture contains limitations on the amount of additional Indebtedness that
the Company may Incur, under certain circumstances the amount of such
Indebtedness could be substantial and, in any case, such Indebtedness may be
Senior Indebtedness. See "--Certain Covenants--Limitation on Indebtedness."

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"Senior Indebtedness" means the principal of, premium (if any), and interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Company regardless of whether
post-filing interest is allowed in such proceeding) on, and fees and other
amounts owing in respect of, the Bank Indebtedness and all other Indebtedness of
the Company, whether outstanding on the Issue Date or thereafter issued, unless,
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding, it is provided that the obligations in respect of such
Indebtedness are not superior in right of payment to the Notes; provided,
however, that Senior Indebtedness will not include (i) any obligation of the
Company to any Subsidiary, (ii) any liability for Federal, state, foreign, local
or other taxes owed or owing by the Company, (iii) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including Guarantees thereof or instruments evidencing such liabilities), (iv)
any Indebtedness, Guarantee or obligation of the Company that is expressly
subordinate or junior in right of payment to any other Indebtedness, Guarantee
or obligation of the Company, including any Senior Subordinated Indebtedness and
any Subordinated Obligations or (v) any Capital Stock.

Only Indebtedness of the Company that is Senior Indebtedness will rank
senior to the Notes in accordance with the provisions of the Indenture. The
Notes will in all respects rank PARI PASSU with all other Senior Subordinated
Indebtedness of the Company, including the Other Notes. The Company has agreed
in the Indenture that it will not incur, directly or indirectly, any
indebtedness that is subordinate or junior in ranking in any respect to Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness.
Unsecured Indebtedness is not deemed to be subordinate or junior to Secured
Indebtedness merely because it is unsecured.

The Company may not pay principal of, premium (if any), or interest on, or
liquidated damages with respect to, or make any payment on account of any other
obligations with respect to, the Notes or make any deposit pursuant to the
provisions described under "Defeasance" below and may not otherwise purchase or
retire any Notes (collectively, "pay the Notes") if (i) any Senior Indebtedness
is not paid when due in cash or Cash Equivalents or (ii) any other default on
Senior Indebtedness occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default has
been cured or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash or Cash Equivalents. However, the
Company may pay any such amounts without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which
either of the events set forth in clause (i) or (ii) of the immediately
preceding sentence has occurred and is continuing. During the continuance of any
default (other than a default described in clause (i) or (ii) of the second
preceding sentence) with respect to any Designated Senior Indebtedness pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, the Company may not pay any
amounts in respect of the Notes for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full in
cash or Cash Equivalents). Notwithstanding the provisions described in the
immediately preceding sentence, unless the holders of such Designated Senior
Indebtedness or the Representative of such holders have accelerated the maturity
of such Designated Senior Indebtedness, the Company may resume payments on the
Notes after the end of such Payment Blockage Period. Not more than one Blockage
Notice may be given in any consecutive 360 day period,

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irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period.

Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation or dissolution or reorganization or bankruptcy of or
similar proceeding relating to the Company or its property, the holders of
Senior Indebtedness will be entitled to receive payment in full in cash or Cash
Equivalents of the Senior Indebtedness before the holders of the Notes are
entitled to receive any payment, and until the Senior Indebtedness is paid in
full in cash or Cash Equivalents, any payment or distribution to which holders
would be entitled but for the subordination provisions of the Indenture will be
made to holders of the Senior Indebtedness as their interests may appear. If a
distribution is made to holders of the Notes that, due to the subordination
provisions, should not have been made to them, such holders are required to hold
it in trust for the holders of Senior Indebtedness and pay it over to them as
their interests may appear.

If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness or the Representative of such holders of the acceleration.
The Company may not pay the Notes until five Business Days after such holders or
the Representative of the Designated Senior Indebtedness receive notice of such
acceleration and, thereafter, may pay the Notes only if the subordination
provisions of the Indenture otherwise permit payment at that time.

By reason of such subordination provisions contained in the Indenture, in
the event of insolvency, creditors of the Company who are holders of Senior
Indebtedness may recover more, ratably, than the Noteholders, and creditors of
the Company who are not holders of Senior Indebtedness or of Senior Subordinated
Indebtedness (including the Notes) may recover less, ratably, than holders of
Senior Indebtedness and may recover more, ratably, than the holders of Senior
Subordinated Indebtedness.

CHANGE OF CONTROL

Upon the occurrence of any of the following events (each a "Change of
Control"), each holder of the Notes will have the right to require the Company
to repurchase all or any part of such holder's Notes at a purchase price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date):

(i) prior to the first public offering of Voting Stock of the Company,
Holdings or MBW LLC, as the case may be, the Permitted Holders cease to be
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of majority voting power of the
Voting Stock of the Company, whether as a result of issuance of securities
of the Company, Holdings or MBW LLC, as the case may be, any merger,
consolidation, liquidation or dissolution of the Company, Holdings or MBW
LLC, as the case may be, any direct or indirect transfer of securities by
any Permitted Holder or otherwise (for purposes of this clause (i) and
clause (ii) below, the Permitted Holders will be deemed to beneficially own
any Voting Stock of a Person (the "specified corporation") held by any other
Person (the "parent corporation") so long as the Permitted Holders
beneficially own, directly or indirectly, a majority of the voting power of
the Voting Stock of the parent corporation);

(ii) following the first public offering of Voting Stock of the Company,
Holdings or MBW LLC, as the case may be, any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, is or becomes the beneficial owner (as defined in clause
(i) above, except that a Person shall be deemed to have "beneficial
ownership" of all shares that any such Person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 35% of the total voting power of
the Voting Stock of the Company, Holdings or MBW LLC, as the case may be;
provided that the

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Permitted Holders beneficially own (as defined in clause (i) above),
directly or indirectly, in the aggregate a lesser percentage of the total
voting power of the Voting Stock of the Company, Holdings or MBW LLC, as the
case may be, than such other person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of the Company, Holdings or MBW LLC, as
the case may be, (for purposes of this clause (ii), such other person shall
be deemed to beneficially own any Voting Stock of a specified corporation
held by a parent corporation, if such other person "beneficially owns" (as
defined in this clause (ii)), directly or indirectly, more than 35% of the
voting power of the Voting Stock of such parent corporation and the
Permitted Holders "beneficially own" (as defined in clause (i) above),
directly or indirectly, in the aggregate a lesser percentage of the voting
power of the Voting Stock of such parent corporation and do not have the
right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of such parent
corporation); or

(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with
any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority 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 then in office.

Within 30 days following any Change of Control, unless the Company has
mailed a redemption notice with respect to all the outstanding Notes in
connection with such Change of Control, the Company shall mail a notice to each
holder of record of the Notes with a copy to the Trustee stating: (i) that a
Change of Control has occurred and that such holder has the right to require the
Company to purchase such holder's Notes at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (subject to the right of holders of record on a record
date to receive interest on the relevant interest payment date); (ii) the
circumstances and relevant facts and financial information concerning such
Change of Control; (iii) the repurchase date (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed); and (iv) the
procedures determined by the Company, consistent with the Indenture, that a
holder must follow in order to have its Notes purchased.

The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations described in the Indenture by virtue thereof.

The occurrence of certain of the events that would constitute a Change of
Control would constitute a default under the Senior Credit Agreement. The change
of control provisions contained in the Senior Credit Facilities differ from
those contained in the Indenture with respect to those changes in percentage
ownership and the composition of the Board of Directors that will trigger an
event of default under such provisions. See "Description of Senior Credit
Facilities." Future Senior Indebtedness of the Company and its Subsidiaries may
contain prohibitions of certain events that would constitute a Change of Control
or require such Senior Indebtedness to be repurchased upon a Change of Control.
Moreover, the exercise by the holders of their right to require the Company to
repurchase the Notes could cause a default under such Senior Indebtedness, even
if the Change of Control itself does not, due to the financial effect of such
repurchase on the Company. Finally, the Company's ability to pay cash to the
holders upon a repurchase may be limited by the Company's then existing
financial resources. There can be no assurance that sufficient funds will be
available when necessary to make any required repurchases. Even if sufficient
funds were otherwise available, the terms of the Senior Credit Agreement

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generally prohibit the Company's prepayment of the Notes prior to their
scheduled maturity. Consequently, if the Company is not able to prepay the Bank
Indebtedness and any other Senior Indebtedness containing similar restrictions
or obtain requisite consents or waivers, as described above, the Company will be
unable to fulfill its repurchase obligations if holders of Notes exercise their
repurchase rights following a Change of Control, thereby resulting in a default
under the Indenture.

CERTAIN COVENANTS

The Indenture contains certain covenants including, among others, the
following:

LIMITATION ON INDEBTEDNESS. (a) The Company shall not, and shall not permit
any of its Subsidiaries to, Incur any Indebtedness; provided, however, that the
Company and any of its Subsidiaries may Incur Indebtedness if on the date
thereof the Consolidated Coverage Ratio would be greater than 2.00:1.00.

(b) Notwithstanding the foregoing paragraph (a), the Company and its
Subsidiaries may Incur the following Indebtedness: (i) Bank Indebtedness
provided that the aggregate principal amount of Indebtedness Incurred pursuant
to this clause (i) does not exceed an amount outstanding at any time equal to
$60.0 million less the aggregate amount of permanent reductions of commitments
to extend credit thereunder and repayments of principal thereof (without
duplication of repayments required as a result of such reductions of
commitments); (ii) Indebtedness (A) of the Company to any Wholly-Owned
Subsidiary and (B) of any Subsidiary to the Company or any Wholly-Owned
Subsidiary; (iii) Indebtedness represented by the Notes, any Indebtedness (other
than the Indebtedness described in clauses (i)-(ii) above) outstanding on the
date of the Indenture and any Refinancing Indebtedness Incurred in respect of
any Indebtedness described in this clause (iii) or this paragraph (b); (iv)
Indebtedness represented by the Note Guarantees and Guarantees of Indebtedness
Incurred pursuant to clause (i) above; (v) Indebtedness under Currency
Agreements and Interest Rate Agreements which are entered into for bona fide
hedging purposes of the Company or its Subsidiaries (as determined in good faith
by the Board of Directors or senior management of the Company) and correspond in
terms of notional amount, duration, currencies and interest rates, as
applicable, to Indebtedness of the Company or its Subsidiaries Incurred without
violation of the Indentures or to business transactions of the Company or its
Subsidiaries on customary terms entered into in the ordinary course of business;
(vi) Indebtedness of the Company attributable to Capitalized Lease Obligations,
or Incurred to finance the acquisition, construction or improvement of fixed or
capital assets, or constituting Attributable Indebtedness in respect of
Sale/Leaseback Transactions, in an aggregate principal amount at any one time
outstanding not in excess of $5.0 million; and (vii) Indebtedness of the Company
or any of its Subsidiaries (which may comprise Bank Indebtedness) in an
aggregate principal amount at any time outstanding not in excess of $10.0
million.

(c) Notwithstanding any other provision of this covenant, the Company shall
not Incur any Indebtedness (i) pursuant to paragraph (b) above if the proceeds
thereof are used, directly or indirectly, to repay, prepay, redeem, defease,
retire, refund or refinance any Subordinated Obligations unless such
Indebtedness shall be subordinated to the Notes to at least the same extent as
such Subordinated Obligations or (ii) pursuant to paragraph (a) or (b) if such
Indebtedness is subordinate or junior in ranking in any respect to any Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness.

(d) The Company shall not Incur any Secured Indebtedness which is not Senior
Indebtedness unless contemporaneously therewith effective provision is made to
secure the Notes equally and ratably with such Secured Indebtedness for so long
as such Secured Indebtedness is secured by a Lien.

LIMITATION ON RESTRICTED PAYMENTS. (a) The Company shall not, and shall not
permit any Subsidiary, directly or indirectly, to (i) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock
(including any payment in connection with any merger or consolidation involving
the Company) except (A) dividends or distributions payable in its Capital Stock
(other than Disqualified

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Stock) and (B) dividends or distributions payable to the Company or another
Subsidiary (and, if such Subsidiary is not a Wholly-Owned Subsidiary, to its
other stockholders on a PRO RATA basis), (ii) purchase, redeem, retire or
otherwise acquire for value any Capital Stock of the Company or any Subsidiary
held by Persons other than the Company or another Subsidiary, (iii) purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition) or (iv) make any Investment
(other than a Permitted Investment) in any Person (any such dividend,
distribution, purchase, redemption, repurchase, defeasance, other acquisition,
retirement or Investment being herein referred to as a "Restricted Payment"), if
at the time the Company or such Subsidiary makes such Restricted Payment: (1) a
Default shall have occurred and be continuing (or would result therefrom); or
(2) the Company could not Incur at least an additional $1.00 of Indebtedness
pursuant to paragraph (a) under "Limitation on Indebtedness"; or (3) the
aggregate amount of such Restricted Payment and all other Restricted Payments
declared (the amount so expended, if other than in cash, to be determined in
good faith by the Board of Directors, whose determination shall be conclusive
and evidenced by a resolution of the Board of Directors) or made subsequent to
the Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income
accrued during the period (treated as one accounting period) from the Issue Date
to the end of the most recent fiscal quarter ending prior to the date of such
Restricted Payment as to which financial results are available (but in no event
more than 135 days prior to the date of such Restricted Payment) (or, in case
such Consolidated Net Income shall be a deficit, minus 100% of such deficit);
(B) the aggregate Net Cash Proceeds received by the Company from the issue or
sale of its Capital Stock (other than Disqualified Stock) or other cash
contributions to its capital subsequent to the Issue Date (other than an
issuance or sale to a Subsidiary of the Company or an employee stock ownership
plan or other trust established by the Company or any of its Subsidiaries); (C)
aggregate Net Cash Proceeds from the issue or sale of its Capital Stock to an
employee stock ownership plan or similar trust, provided, however, that if such
plan or trust Incurs any Indebtedness to or Guaranteed by the Company to finance
the acquisition of such Capital Stock, such aggregate amount shall be limited to
any increase in the Consolidated Net Worth of the Company resulting from
principal repayments made by such plan or trust with respect to Indebtedness
Incurred by it to finance the purchase of such Capital Stock; and (D) the amount
by which Indebtedness of the Company or its Subsidiaries is reduced on the
Company's balance sheet upon the conversion or exchange (other than by a
Subsidiary) subsequent to the Issue Date of any Indebtedness of the Company or
its Subsidiaries convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Company (less the amount of any cash, or other
property, distributed by the Company or any Subsidiary upon such conversion or
exchange).

(b) The provisions of paragraph (a) shall not prohibit: (i) any purchase or
redemption of Capital Stock or Subordinated Obligations of the Company made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company (other than Disqualified Stock and other than
Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan
or other trust established by the Company or any of its Subsidiaries); provided,
however, that (A) such purchase or redemption shall be excluded in the
calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds
from such sale shall be excluded from clause (3)(B) of paragraph (a); (ii) any
purchase or redemption of Subordinated Obligations of the Company made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Subordinated Obligations of the Company; provided, however, that such purchase
or redemption shall be excluded in the calculation of the amount of Restricted
Payments; (iii) any purchase or redemption of Subordinated Obligations from Net
Available Cash to the extent permitted under "Limitation on Sales of Assets and
Subsidiary Stock" below; provided, however, that such purchase or redemption
shall be excluded in the calculation of the amount of Restricted Payments; (iv)
dividends paid within 60 days after the date of declaration if at such date of
declaration

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such dividend would have complied with this provision; provided, however, that
such dividend shall be included in the calculation of the amount of Restricted
Payments; (v) payment of dividends or other distributions by the Company for the
purposes set forth in clauses (A) through (C) below; provided, however, that any
such dividend or distribution described in clauses (A) and (B) will be excluded
in the calculation of the amount of Restricted Payments and any such dividend or
distribution described in clause (C) will be included in the calculation of the
amount of Restricted Payments: (A) in amounts equal to the amounts required for
Holdings and MBW LLC to pay franchise taxes and other fees required to maintain
its legal existence and provide for audit, accounting, legal and other operating
costs of up to $500,000 per fiscal year; (B) in amounts equal to amounts
required for Holdings and MBW LLC to pay Federal, state and local income taxes
to the extent such income taxes are attributable to the income of the Company
and its Subsidiaries; and (C) in amounts equal to amounts expended by the
Company, Holdings or MBW LLC to repurchase Capital Stock of the Company,
Holdings or MBW LLC owned by employees (including former employees) of the
Company or its Subsidiaries or their assigns, estates and heirs; provided that
the aggregate amount paid, loaned or advanced pursuant to this clause (C) shall
not, in the aggregate, exceed the sum of $3.0 million plus any amounts
contributed by MBW LLC or Holdings to the Company as a result of resales of such
repurchased shares of Capital Stock; or (vi) any repurchase of equity interest
deemed to occur upon exercise of stock options if such equity interests
represent a portion of the exercise price of such options.

LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM SUBSIDIARIES. The Company
shall not, and shall not permit any of its Subsidiaries to, create or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any such Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligation
owed to the Company, (ii) make any loans or advances to the Company or (iii)
transfer any of its property or assets to the Company; except: (A) any
encumbrance or restriction pursuant to an agreement in effect on the Issue Date,
including those arising under the Senior Credit Documents; (B) any encumbrance
or restriction with respect to a Subsidiary pursuant to an agreement relating to
any Indebtedness Incurred by a Subsidiary prior to the date on which such
Subsidiary was acquired by the Company (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary was acquired by the Company); (C)
any encumbrance or restriction with respect to a Subsidiary pursuant to an
agreement effecting a refinancing of Indebtedness Incurred pursuant to an
agreement referred to in clauses (A) or (B) or this clause (C) or contained in
any amendment, supplement or modification (including an amendment and
restatement) to an agreement referred to in clauses (A) or (B) or this clause
(C); provided, however, that the encumbrances and restrictions contained in any
such refinancing agreement or amendment taken as a whole are no less favorable
to the holders of the Notes in any material respect than encumbrances and
restrictions contained in such agreements; (D) in the case of clause (iii), any
encumbrance or restriction (1) that restricts in a customary manner the
subletting, assignment or transfer of any property or asset that is subject to a
lease, license, or similar contract, (2) by virtue of any transfer of, agreement
to transfer, option or right with respect to, or Lien on, any property or assets
of the Company or any Subsidiary not otherwise prohibited by the Indentures, or
(3) contained in security agreements securing Indebtedness of a Subsidiary to
the extent such encumbrance or restrictions restrict the transfer of the
property subject to such security agreements; (E) any such restriction imposed
by applicable law; (F) any restriction with respect to a Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Subsidiary pending the
closing of such sale or disposition; and (G) purchase obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired.

LIMITATION ON SALES OF ASSETS. (a) The Company shall not, and shall not
permit any Subsidiary to, make any Asset Disposition unless (i) the Company or
such Subsidiary receives consideration (including by way of relief from, or by
any other Person assuming sole responsibility for, any liabilities,

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contingent or otherwise) at the time of such Asset Disposition at least equal to
the fair market value of the shares and assets subject to such Asset
Disposition, (ii) at least 85% of the consideration thereof received by the
Company or such Subsidiary is in the form of cash and (iii) an amount equal to
100% of the Net Available Cash from such Asset Disposition is applied by the
Company (or such Subsidiary, as the case may be) (A) first, to the extent the
Company elects (or is required by the terms of any Senior Indebtedness or
Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary), to
prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than
Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than
Indebtedness owed to the Company or an Affiliate of the Company) within one year
after the later of the date of such Asset Disposition or the receipt of such Net
Available Cash; (B) second, to the extent of the balance of Net Available Cash
after application in accordance with clause (A), to the extent the Company or
such Subsidiary elects, to reinvest in Additional Assets (including by means of
an Investment in Additional Assets by a Subsidiary with Net Available Cash
received by the Company or another Subsidiary) within one year after the later
of the date of such Asset Disposition or the receipt of such Net Available Cash;
(C) third, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A) and (B), to make an offer to purchase
Notes pursuant and subject to the conditions of the Indenture to the Noteholders
at a purchase price of 100% of the principal amount thereof plus accrued and
unpaid interest to the purchase date; and (D) fourth, to the extent of the
balance of such Net Available Cash after application in accordance with clauses
(A), (B) and (C), to (x) acquire Additional Assets (other than Indebtedness and
Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company
(other than Indebtedness owed to an Affiliate of the Company and other than
Disqualified Stock of the Company) or Indebtedness of any Subsidiary (other than
Indebtedness owed to the Company or an Affiliate of the Company), in each case
described in this clause (D) within one year from the receipt of such Net
Available Cash or, if the Company has made an Offer pursuant to clause (C), six
months from the date such Offer is consummated; provided, however, that, in
connection with any prepayment, repayment or purchase of Indebtedness pursuant
to clause (A), (C) or (D) above, the Company or such Subsidiary shall retire
such Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased. Notwithstanding the foregoing provisions, the Company and
its Subsidiaries shall not be required to apply any Net Available Cash in
accordance herewith except to the extent that the aggregate Net Available Cash
from all Asset Dispositions which are not applied in accordance with this
covenant at any time exceed $1.0 million. The Company shall not be required to
make an offer for Notes pursuant to this covenant if the Net Available Cash
available therefor (after application of the proceeds as provided in clauses (A)
and (B)) is less than $10.0 million for any particular Asset Disposition (which
lesser amounts shall be carried forward for purposes of determining whether an
offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).

For the purposes of this covenant, the following will be deemed to be cash:
(x) the assumption of Indebtedness (other than Disqualified Stock) of the
Company or any Subsidiary and the release of the Company or such Subsidiary from
all liability on such Indebtedness in connection with such Asset Disposition and
(y) securities received by the Company or any Subsidiary of the Company from the
transferee that are promptly converted by the Company or such Subsidiary into
cash.

(b) In the event of an Asset Disposition that requires the purchase of Notes
pursuant to clause (a)(iii)(C), the Company will be required to purchase Notes
tendered pursuant to an offer by the Company for the Notes at a purchase price
of 100% of their principal amount plus accrued interest to the purchase date in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in the Indenture. If the aggregate purchase price of
the Notes tendered pursuant to the offer is less than the Net Available Cash
allotted to the purchase of the Notes, the Company will apply the remaining Net
Available Cash in accordance with clause (a)(iii)(D) above.

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(c) The Company will comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes pursuant to the
Indenture. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under the Indenture by virtue thereof.

LIMITATION ON AFFILIATE TRANSACTIONS. (a) The Company will not, and will
not permit any Subsidiary to, directly or indirectly, enter into or conduct any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless: (i) the terms of such Affiliate Transaction are no less
favorable to the Company or such Subsidiary, as the case may be, than those that
could be obtained at the time of such transaction in arm's-length dealings with
a Person who is not such an Affiliate; (ii) in the event such Affiliate
Transaction involves an aggregate amount in excess of $1.0 million, the terms of
such transaction have been approved by a majority of the members of the Board of
Directors of the Company and by a majority of the disinterested members of such
Board, if any (and such majority or majorities, as the case may be, determines
that such Affiliate Transaction satisfies the criteria in (i) above); and (iii)
in the event such Affiliate Transaction involves an aggregate amount in excess
of $5.0 million, the Company has received a written opinion from an independent
investment banking firm of nationally recognized standing that such Affiliate
Transaction is fair to the Company or such Subsidiary, as the case may be, from
a financial point of view.

(b) The provisions of the foregoing paragraph (a) will not prohibit (i) any
Restricted Payment permitted to be paid pursuant to the covenant described under
"--Limitation on Restricted Payments" (and in the case of Permitted Investments,
only those described in clauses (v), (vi) and (ix) of the definition of
Permitted Investments), (ii) the performance of the Company's or Subsidiary's
obligations under any employment contract, collective bargaining agreement,
employee benefit plan, related trust agreement or any other similar arrangement
heretofore or hereafter entered into in the ordinary course of business, (iii)
payment of compensation to, and indemnity provided on behalf of, employees,
officers, directors or consultants (excluding the Management Services Agreement)
in the ordinary course of business, (iv) maintenance in the ordinary course of
business of benefit programs or arrangements for employees, officers or
directors, including vacation plans, health and life insurance plans, deferred
compensation plans, and retirement or savings plans and similar plans, (v) any
transaction between the Company and a Wholly-Owned Subsidiary or between
Wholly-Owned Subsidiaries or (vi) the payment of certain fees under the
Management Services Agreement as in effect on the Issue Date.

LIMITATION ON SALE OF SUBSIDIARY CAPITAL STOCK. The Company (i) will not,
and will not permit any Subsidiary to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Subsidiary to any Person (other
than to the Company or a Wholly-Owned Subsidiary) and (ii) will not permit any
Subsidiary to issue any of its Capital Stock (other than, if necessary, shares
of its Capital Stock constituting directors' qualifying shares) to any Person
other than to the Company or a Wholly-Owned Subsidiary; provided, however, that
the foregoing shall not prohibit such conveyance, sale, lease or other
disposition of all the Capital Stock of a Subsidiary if the net cash proceeds
from such transfer, conveyance, sale, lease, other disposition or issuance are
applied in accordance with the covenant described above under "-- Limitation on
Sales of Assets."

SEC REPORTS. Notwithstanding that the Company may not be required to be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Commission, and within 15 days after such
reports are filed, provide the Trustee and the holders (at their addresses as
set forth in the register of Notes) with the annual reports and the information,
documents and other reports which are otherwise required pursuant to Section 13
and 15(d) of the Exchange Act. Such requirements may also be satisfied, prior to
April 11, 1997, with the filing with the Commission of a

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registration statement under the Securities Act that contains the foregoing
information (including financial statements) and by providing copies thereof to
the Trustee and the holders. In addition, following the registration of the
common stock of the Company pursuant to Section 12(b) or 12(g) of the Exchange
Act, the Company shall furnish to the Trustee and the holders, promptly upon
their becoming available, copies of the Company's annual report to stockholders
and any other information provided by the Company to its public stockholders
generally.

FUTURE NOTE GUARANTORS. The Company will cause each Subsidiary which Incurs
Indebtedness or which is a guarantor of Indebtedness Incurred pursuant to clause
(b)(i) of the covenant described under "--Limitation on Indebtedness" to execute
and deliver to the Trustee a Note Guarantee pursuant to which such Subsidiary
will Guarantee, jointly and severally, to the holders and the Trustee, subject
to subordination provisions substantially the same as those described above, the
full and prompt payment of the Notes in the Indenture. Each Note Guarantee will
be limited in amount to an amount not to exceed the maximum amount that can be
Guaranteed by that Subsidiary without rendering the Note Guarantee, as it
relates to such Subsidiary, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

LIMITATION ON LINES OF BUSINESS. The Company will not, and will not permit
any Subsidiary to, engage in any business, other than the food business and such
other business activities which are incidental or related thereto.

MERGER AND CONSOLIDATION. The Company shall not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all its assets
to, any Person, unless: (i) the resulting, surviving or transferee Person (the
"Successor Company") is a corporation organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia and
the Successor Company (if not the Company) expressly assumes, by supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Company under the Notes and the Indentures;
(ii) immediately after giving effect to such transaction (and treating any
Indebtedness that becomes an obligation of the Successor Company or any
Subsidiary of the Successor Company as a result of such transaction as having
been Incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; (iii)
immediately after giving effect to such transaction, the Successor Company would
be able to Incur at least an additional $1.00 of Indebtedness pursuant to
paragraph (a) of "--Limitation on Indebtedness"; (iv) immediately after giving
effect to such transaction, the Successor Company will have Consolidated Net
Worth in an amount which is not less than the Consolidated Net Worth of the
Company immediately prior to such transaction; and (v) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the Indenture.

The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture, but the
predecessor, the Company, in the case of a lease of all or substantially all its
assets will not be released from the obligation to pay the principal of and
interest on the Notes.

Notwithstanding the foregoing clauses (ii), (iii) and (iv), (1) any
Subsidiary of the Company may consolidate with, merge into or transfer all or
part of its properties and assets to the Company or another Wholly-Owned
Subsidiary of the Company and (2) the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.

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EVENTS OF DEFAULT

An Event of Default is defined in the Indenture as (i) a default in any
payment of interest on any Note when due, continued for 30 days, (ii) a default
in the payment of principal of any Note when due at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration or otherwise,
(iii) the failure by the Company to comply with its obligations under "--Merger
and Consolidation" above, (iv) the failure by the Company to comply for 30 days
after notice with any of its obligations under the covenants described under
"Change of Control" above or under covenants described under "Certain Covenants"
above (in each case, other than a failure to purchase Notes which shall
constitute an Event of Default under clause (ii) above), other than "--Merger
and Consolidation", (v) the failure by the Company to comply for 60 days after
notice with its other agreements contained in the Indentures, (vi) Indebtedness
of the Company or any Subsidiary is not paid within any applicable grace period
after final maturity or is accelerated by the holders thereof because of a
default and the total amount of such Indebtedness unpaid or accelerated exceeds
$5.0 million and such default shall not have been cured or such acceleration
rescinded within a 10-day period (the "cross acceleration provision"), (vii)
certain events of bankruptcy, insolvency or reorganization of the Company or a
Significant Subsidiary (the "bankruptcy provisions"), (viii) any judgment or
decree for the payment of money in excess of $5.0 million (to the extent not
covered by insurance) is rendered against the Company or a Significant
Subsidiary and such judgment or decree shall remain undischarged or unstayed for
a period of 60 days after such judgment becomes final and non- appealable (the
"judgment default provision") or (ix) the failure of any Note Guarantee to be in
full force and effect (except as contemplated by the terms thereof) or the
denial or disaffirmation by any Note Guarantor of its obligations under the
Indenture or any Note Guarantee if such default continues for 10 days. However,
a default under clauses (iv) and (v) will not constitute an Event of Default
until the Trustee or the holders of at least 25% in principal amount of the
outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified in clauses (iv) and (v) hereof after
receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the outstanding Notes by notice to the
Company may declare the principal of and accrued and unpaid interest on all the
Notes to be due and payable. Upon such a declaration, such principal and accrued
and unpaid interest shall be due and payable immediately. If an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company occurs and is continuing, the principal of and accrued and unpaid
interest on all the Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any holders. Under
certain circumstances, the holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes
and its consequences.

Subject to the provisions of the Indenture relating to the duties of the
Trustee, if an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise any of the rights or powers under the Indenture
at the request or direction of any of the holders unless such holders have
offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder may pursue any
remedy with respect to the Indenture or the Notes unless (i) such holder has
previously given the Trustee notice that an Event of Default is continuing, (ii)
holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee to pursue the remedy, (iii) such holders have offered the
Trustee reasonable security or indemnity against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the
holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction that, in the opinion of the Trustee, is
inconsistent with such request within such 60 day period. Subject to certain
restrictions, the holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee,

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however, may refuse to follow any direction that conflicts with law or the
Indentures or that the Trustee determines is unduly prejudicial to the rights of
any other holder or that would involve the Trustee in personal liability. Prior
to taking any action under the Indentures, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

The Indenture provides that if a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each holder notice of the Default
within 90 days after it occurs. Except in the case of a Default in the payment
of principal of, premium (if any) or interest on any Note, the Trustee may
withhold notice if and so long as a committee of its Trust officers in good
faith determines that withholding notice is in the interests of the Noteholders.
In addition, the Company is required to deliver to the Trustee, within 120 days
after the end of each fiscal year, a certificate indicating whether the signers
thereof know of any Default that occurred during the previous year. The Company
also is required to deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any events which would constitute certain Defaults,
their status and what action the Company is taking or proposes to take in
respect thereof.

AMENDMENTS AND WAIVERS

Subject to certain exceptions, the Indenture may be amended with the consent
of the holders of a majority in principal amount of the Notes then outstanding
and any past default or compliance with any provisions may be waived with the
consent of the holders of a majority in principal amount of the Notes then
outstanding. However, without the consent of each holder of an outstanding Note
affected, no amendment may, among other things, (i) reduce the amount of Notes
whose holders must consent to an amendment, (ii) reduce the rate of or extend
the time for payment of interest on any Note, (iii) reduce the principal of or
extend the Stated Maturity of any Note, (iv) reduce the premium payable upon the
redemption or repurchase of any Note or change the time at which any Note may be
redeemed as described under "Optional Redemption" above, (v) make any Note
payable in money other than that stated in the Note, (vi) make any change to the
subordination provisions of the Indenture that adversely affects the rights of
any holder of the Notes, (vii) impair the right of any holder to receive payment
of principal of and interest on such holder's Notes on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with
respect to such holder's Notes or (viii) make any change in the amendment
provisions which require each holder's consent or in the waiver provisions.

Without the consent of any holder, the Company and the Trustee may amend the
Indenture to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation of the obligations of the Company
under the Indenture, to provide for uncertificated Notes in addition to or in
place of certificated Notes (provided that the uncertificated Notes are issued
in registered form for purposes of Section 163(f) of the Code, or in a manner
such that the uncertificated Notes are described in Section 163(f) (2) (B) of
the Code), to add Guarantees with respect to the Notes, to secure the Notes, to
add to the covenants of the Company for the benefit of the Noteholders or to
surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any holder or to comply with any
requirement of the Commission in connection with the qualification of the
Indenture under the Trust Indentures Act. However, no amendment may be made to
the subordination provisions of the Indenture that adversely affects the rights
of any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

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The consent of the holders is not necessary under the Indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, the Company is
required to mail to the holders a notice briefly describing such amendment.
However, the failure to give such notice to all the holders, or any defect
therein, will not impair or affect the validity of the amendment.

DEFEASANCE

The Company at any time may terminate all its obligations under the Notes
and the Indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the Notes, to replace mutilated, destroyed, lost or
stolen Notes and to maintain a registrar and paying agent in respect of the
Notes. The Company at any time may terminate its obligations under covenants
described under "Certain Covenants" (other than "Merger and Consolidation"), the
operation of the cross acceleration provision, the bankruptcy provisions with
respect to Subsidiaries and the judgment default provision described under
"Events of Default" above and the limitations contained in clauses (iii) and
(iv) under "Certain Covenants--Merger and Consolidation" above ("covenant
defeasance").

The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, payment of the Notes may not be accelerated because of
an Event of Default with respect thereto. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an
Event of Default specified in clause (iv), (vi), (vii) (with respect only to
Subsidiaries), or (viii) or (ix) under "Events of Default" above or because of
the failure of the Company to comply with clause (iii) or (iv) under "Certain
Covenants--Merger and Consolidation" above.

In order to exercise either defeasance option, the Company must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium (if any) and
interest on the Notes to redemption or maturity, as the case may be, and must
comply with certain other conditions, including delivery to the Trustee of an
Opinion of Counsel to the effect that holders of the Notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit
and defeasance and will be subject to Federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred (and, in the case of legal defeasance
only, such Opinion of Counsel must be based on a ruling of the Internal Revenue
Service or other change in applicable Federal income tax law).

CONCERNING THE TRUSTEE

Wilmington Trust Company is to be the Trustee under the Indenture and has
been appointed by the Company as Registrar and Paying Agent with regard to the
Notes.

GOVERNING LAW

The Indenture provides that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby.

CERTAIN DEFINITIONS

"Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) to be used by the Company or a Subsidiary in a
Related Business; (ii) the Capital Stock of a Person that becomes a Subsidiary
as a result of the acquisition of such Capital Stock by the Company or another

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Subsidiary; or (iii) Capital Stock constituting a minority interest in any
Person that at such time is a Subsidiary; provided, however, that, in the case
of clauses (ii) and (iii), such Subsidiary is primarily engaged in a Related
Business.

"Affiliate" of any specified Person means (i) any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person or (ii) any Person who is a director or
officer (a) of such Person, (b) of any Subsidiary of such Person or (c) of any
Person described in clause (i) above. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the covenants described under "Certain Covenants--Limitation on
Sales of Assets and Subsidiary Stock", "-- Limitation on Restricted Payments"
and "--Limitation on Affiliate Transactions" only, "Affiliate" shall also mean
any beneficial owner of shares representing 5% or more of the total voting power
of the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

"Asset Disposition" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan) of shares of Capital Stock of a
Subsidiary (other than directors' qualifying shares), property or other assets
(each referred to for the purposes of this definition as a "disposition") by the
Company or any of its Subsidiaries (including any disposition by means of a
merger, consolidation or similar transaction) other than (i) a disposition by a
Subsidiary to the Company or a Wholly-Owned Subsidiary or by the Company or a
Subsidiary to a Wholly-Owned Subsidiary, (ii) a disposition of inventory or
Temporary Cash Investments in the ordinary course of business, (iii) a
disposition of obsolete equipment or equipment that is no longer useful in the
conduct of the business of the Company and its Subsidiaries and that is disposed
of in each case in the ordinary course of business, (iv) the sale of other
assets so long as the fair market value of the assets disposed of pursuant to
this clause (iv) does not exceed $1.0 million in the aggregate in any fiscal
year and $5.0 million in the aggregate prior to February 15, 2007, (v) for the
purposes of the covenant described under "Certain Covenants--Limitation on Sales
of Assets" only, a disposition subject to the covenant described under "--
Limitation on Restricted Payments" and (vi) the disposition of all or
substantially all of the assets of the Company in the manner permitted pursuant
to the provisions described under the caption "--Merger and Consolidation" or
any disposition that constitutes a Change of Control pursuant to the Indenture.

"Attributable Indebtedness" in respect of a Sale/ Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to Preferred Stock multiplied by the
amount of such payment by (ii) the sum of all such payments.

"Bank Indebtedness" means any and all amounts payable under or in respect of
the Senior Credit Documents and any Indebtedness that is incurred to refund,
refinance, replace, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) Indebtedness under such Senior Credit Documents
including Indebtedness that refinances such Indebtedness, as amended from time
to time, including principal, premium (if any), interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for postfiling

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interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect
thereof (including, without limitation, cash collateralization of letters of
credit).

"Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

"Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.

"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty.

"Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States Government, or any agency or
instrumentality thereof, having maturities of not more than one year from the
date of acquisition; (ii) marketable general obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition thereof, having a credit
rating of "A" or better from either Standard & Poor's Ratings Group or Moody's
Investors Service, Inc.; (iii) certificates of deposit, time deposits,
eurodollar time deposits, overnight bank deposits or bankers' acceptances having
maturities of not more than one year from the date of acquisition thereof issued
by any domestic commercial bank the long-term debt of which is rated at the time
of acquisition thereof at least "A" or the equivalent thereof by Standard &
Poor's Ratings Group, or "A" or the equivalent thereof by Moody's Investors
Service, Inc., and having capital and surplus in excess of $500.0 million; (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (i), (ii) and (iii) entered into
with any bank meeting the qualifications specified in clause (iii) above; (v)
commercial paper rated at the time of acquisition thereof at least "A-2" or the
equivalent thereof by Standard & Poor's Ratings Group or "P-2" or the equivalent
thereof by Moody's Investors Service, Inc., or carrying an equivalent rating by
a nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of investments, and in either case maturing within 270
days after the date of acquisition thereof; and (vi) interests in any investment
company which invests solely in instruments of the type specified in clauses (i)
through (v) above.

"Certificated Securities" means registered Notes issued in certificated
form.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means Aurora Foods Inc., a Delaware corporation (formerly MBW
Foods Inc.).

"Consolidated Cash Flow" for any period means the Consolidated Net Income
for such period, plus, to the extent deducted in calculating such Consolidated
Net Income, (i) income tax expense, (ii) Consolidated Interest Expense, (iii)
depreciation expense, (iv) amortization expense, in each case for such period,
(v) other non-cash charges reducing Consolidated Net Income (excluding any such
non-cash charge to the extent that it represents an accrual of or reserve for
cash charges in any future period or amortization of a prepaid cash expense that
was paid in a prior period), and (vi) for the period ending on the first
anniversary of the Issue Date only, non-recurring relocation and start-up
expenses not in excess of $3 million, in each case for such period, and minus,
to the extent not already deducted in

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calculating Consolidated Net Income, (i) the aggregate amount of "earnout"
payments paid in cash during such period in connection with acquisitions
previously made by the Company and (ii) non-cash items increasing Consolidated
Net Income for such period.

"Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of Consolidated Cash Flow for the period of
the most recent four consecutive fiscal quarters ending prior to the date of
such determination to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided, however, that (1) if the Company or any of its Subsidiaries
has Incurred any Indebtedness since the beginning of such period that remains
outstanding or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to such Indebtedness as
if such Indebtedness had been Incurred on the first day of such period and the
discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had
occurred on the first day of such period, (2) if since the beginning of such
period the Company or any of its Subsidiaries shall have made any Asset
Disposition, Consolidated Cash Flow for such period shall be reduced by an
amount equal to the Consolidated Cash Flow (if positive) attributable to the
assets which are the subject of such Asset Disposition for such period or
increased by an amount equal to the Consolidated Cash Flow (if negative)
attributable thereto for such period, and Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense
attributable to any Indebtedness of the Company or any of its Subsidiaries
repaid, repurchased, defeased or otherwise discharged with respect to the
Company and its continuing Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Subsidiary of the
Company is sold, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Subsidiary to the extent the Company
and its continuing Subsidiaries are no longer liable for such Indebtedness after
such sale), (3) if since the beginning of such period the Company or any of its
Subsidiaries (by merger or otherwise) shall have made an Investment in any
Subsidiary of the Company (or any Person which becomes a Subsidiary of the
Company) or an acquisition of assets, including any Investment in a Subsidiary
of the Company or any acquisition of assets occurring in connection with a
transaction causing a calculation to be made hereunder, which constitutes all or
substantially all of an operating unit of a business, Consolidated Cash Flow and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto (including the Incurrence of any Indebtedness and
including the pro forma expenses and cost reductions calculated on a basis
consistent with Regulation S-X of the Securities Act) as if such Investment or
acquisition occurred on the first day of such period and (4) if since the
beginning of such period any Person (that subsequently became a Subsidiary of
the Company or was merged with or into the Company or any Subsidiary of the
Company since the beginning of such period) shall have made any Asset
Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (2) or (3) above if made by the Company or a
Subsidiary of the Company during such period, Consolidated Cash Flow and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or acquisition
occurred on the first day of such period. For purposes of this definition,
whenever pro forma effect is to be given to an acquisition of assets, the amount
of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred in connection therewith, the
pro forma calculations shall be determined in good faith by a responsible
financial or accounting Officer of the Company. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months).

"Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its Subsidiaries, plus, to the extent not included in
such interest expense, (i) interest expense

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attributable to Capitalized Lease Obligations and imputed interest with respect
to Attributable Indebtedness, (ii) amortization of debt discount and debt
issuance cost (other than those debt discounts and debt issuance costs incurred
on the MBW Acquisition Closing Date and the Issue Date), (iii) capitalized
interest, (iv) non-cash interest expense, (v) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) interest actually paid by the Company or any such Subsidiary
under any Guarantee of Indebtedness or other obligation of any other Person,
(vii) net costs associated with Currency Agreements and Interest Rate Agreements
(including amortization of fees), (viii) the product of (A) all Preferred Stock
dividends in respect of all Preferred Stock of Subsidiaries of the Company and
Disqualified Stock of the Company held by Persons other than the Company or a
Wholly-Owned Subsidiary multiplied by (B) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined Federal,
state and local statutory tax rate of the Company, expressed as a decimal, in
each case, determined on a consolidated basis in accordance with GAAP and (ix)
the cash contributions to any employee stock ownership plan or similar trust to
the extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Company) in connection with Indebtedness
Incurred by such plan or trust.

"Consolidated Net Income" means, for any period, the net income (loss) of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income: (i) any net income (loss)
of any Person if such Person is not a Subsidiary, except that (A) subject to the
limitations contained in clause (iv) below, the Company's equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Company or a Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Subsidiary, to the limitations contained in clause (iii) below) and (B) the
Company's equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income;(ii) any net income (loss)
of any person acquired by the Company or a Subsidiary in a pooling of interests
transaction for any period prior to the date of such acquisition; (iii) any net
income (loss) of any Subsidiary if such Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of
distributions by such Subsidiary, directly or indirectly, to the Company, except
that (A) subject to the limitations contained in (iv) below, the Company's
equity in the net income of any such Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Subsidiary during such period to the Company
or another Subsidiary as a dividend (subject, in the case of a dividend that
could have been made to another Subsidiary, to the limitation contained in this
clause) and (B) the Company's equity in a net loss of any such Subsidiary for
such period shall be included in determining such Consolidated Net Income; (iv)
any gain (but not loss) realized upon the sale or other disposition of any
assets of the Company or its consolidated Subsidiaries (including pursuant to
any Sale/Leaseback Transaction) which are not sold or otherwise disposed of in
the ordinary course of business and any gain or loss realized upon the sale or
other disposition of any Capital Stock of any Person; (v) any extraordinary gain
or loss; and (vi) the cumulative effect of a change in accounting principles.

"Consolidated Net Worth" means the total of the amounts shown on the balance
sheet of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending prior to the taking of any action for the
purpose of which the determination is being made as (i) the par or stated value
of all outstanding Capital Stock of the Company plus (ii) paid in capital or
capital surplus relating to such Capital Stock plus (iii) any retained earnings
or earned surplus less (A) any accumulated deficit and (B) any amounts
attributable to Disqualified Stock.

"CSI" means Chase Securities Inc.

"Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

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"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

"Designated Senior Indebtedness" means (i) the Bank Indebtedness and (ii)
any other Senior Indebtedness which, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $5.0
million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of the Indentures.

"Disqualified Stock" means, with respect to any Person, any Capital Stock of
such Person which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof,
in whole or in part, in each case on or prior to 123 days after the Stated
Maturity of the Notes.

"Equity Investors" means Dartford Partnership L.L.C, Fenway Partners Capital
Fund, L.P., McCown DeLeeuw & Co. III, L.P., a California limited partnership,
McCown DeLeeuw & Co. III (Europe), a Bermuda limited partnership, L.P., McCown
DeLeeuw III (Asia), L.P., a Bermuda limited partnership, Gamma Fund, LLC, a
California limited liability Company, Bain Securities, Inc., Squam Lake
Investors II, L.P., Thomas J. Ferraro and C. Gary Willett.

"Equity Offering" means any public or private sales of equity securities
(excluding Disqualified Stock) of the Company, Holdings or MBW LLC.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Offer" means the Prospectus and the accompanying Letter of
Transmittal.

"GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, including those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession.
All ratios and computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP as in effect on the Issue Date.

"Governmental Authority" means any nation or government, any state or other
political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of any other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

"Holdings" means Aurora Holdings Inc., a Delaware corporation.

"Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such person becomes a

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Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.

"Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money, (ii) the principal
of and premium (if any) in respect of obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto) (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (i), (ii) and (v)) entered into in the ordinary
course of business of such Person to the extent that such letters of credit are
not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
no later than the third business day following receipt by such Person of a
demand for reimbursement following payment on the letter of credit), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services (other than contingent or "earn-out" payment obligations
and Trade Payables and accrued expenses incurred in the ordinary course of
business), which purchase price is due more than six months after the date of
placing such property in service or taking delivery and title thereto or the
completion of such services, (v) all Capitalized Lease Obligations and all
Attributable Indebtedness of such Person, (vi) all Indebtedness of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person, provided, however, that the amount of Indebtedness of
such Person shall be the lesser of (A) the fair market value of such asset at
such date of determination and (B) the amount of such Indebtedness of such other
Persons, (vii) all Indebtedness of other Persons to the extent Guaranteed by
such Person, (viii) the amount of all obligations of such Person with respect to
the redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary of the Company, any Preferred Stock (but excluding, in
each case, any accrued dividends) and (ix) to the extent not otherwise included
in this definition, obligations of such Person under Currency Agreements and
Interest Rate Agreements. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
as described above as such amount would be reflected on a balance sheet in
accordance with GAAP and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date.

"Interest Rate Agreement" means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

"Investment" in any Person means any direct or indirect advance, loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of such Person) or other extension
of credit (including by way of Guarantee or similar arrangement, but excluding
any debt or extension of credit represented by a bank deposit other than a time
deposit) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition of Capital Stock, Indebtedness or
other similar instruments issued by such Person.

"Issue Date" means the date on which the Old Notes were originally issued.

"Letter of Transmittal" means the Letter of Transmittal accompanying this
Prospectus.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

"Management Services Agreement" means (i) the Management Services Agreement
dated as of December 31, 1996 between the Company and Dartford Partnership
L.L.C. (and its permitted successors and assigns thereunder), (ii) the Advisory
Services Agreement dated as of December 31, 1996 between the Company and MDC
Management Company III, L.P. (and its permitted successors and

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assigns thereunder) and (iii) the Services Agreement dated as of December 31,
1996 between the Company and Fenway Partners Capital Fund, L.P. (and its
permitted successors and assigns thereunder), in each case without giving effect
to any amendment or other modification thereto.

"MBW Acquisition Closing Date" means December 31, 1996.

"MBW LLC" means MBW Investors LLC, a Delaware limited liability company.

"Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets that are the subject of such Asset Disposition or
received in any other noncash form) therefrom, in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred, and all Federal, state, foreign and local taxes required to be paid or
accrued as a liability under GAAP, as a consequence of such Asset Disposition,
(ii) all payments made on any Indebtedness which is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any Lien upon
such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law, be repaid out of the
proceeds from such Asset Disposition, (iii) all distributions and other payments
required to be made to any Person owning a beneficial interest in assets subject
to sale or minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition, (iv) the deduction of appropriate amounts to
be provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset Disposition and
retained by the Company or any Subsidiary of the Company after such Asset
Disposition and (v) any portion of the purchase price from an Asset Disposition
placed in escrow (whether as a reserve for adjustment of the purchase price, for
satisfaction of indemnities in respect of such Asset Disposition or otherwise in
connection with such Asset Disposition) provided, however, that upon the
termination of such escrow, Net Available Cash shall be increased by any portion
of funds therein released to the Company or any Subsidiary.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock
or Indebtedness, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale.

"New Notes" means the Company's 9 7/8% Series B Senior Subordinated Notes
due 2007.

"Note Guarantee" means any guarantee which may from time to time be executed
and delivered by a Subsidiary of the Company pursuant to the provisions of the
covenant described under "Certain Covenants --Future Note Guarantors." Each such
Note Guarantee will have subordination provisions equivalent to those contained
in the Indenture.

"Note Guarantor" means any Subsidiary that has issued a Note Guarantee.

"Noteholder" means the Person in whose name a Note is registered in the Note
register.

"Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers.

"Old Notes" means the Company's Senior Subordinated Notes due 2007.

"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

"Permitted Holders" means the Equity Investors and their respective
Affiliates.

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"Permitted Investment" means (i) any Investment in a Subsidiary of the
Company or a Person which will, upon making such Investment, become a
Subsidiary; provided, however, that the primary business of such Subsidiary is a
Related Business; (ii) any Investment in another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a
Subsidiary of the Company; provided, however, that such Person's primary
business is a Related Business; (iii) any Investment in Temporary Cash
Investments; (iv) receivables owing to the Company or any of its Subsidiaries,
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; (v) payroll, travel and
similar advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business; (vi) loans or advances to employees made in
the ordinary course of business of the Company or such Subsidiary; (vii) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any of its Subsidiaries
or in satisfaction of judgments or claims; (viii) Investments the payment for
which consists exclusively of equity securities (exclusive of Disqualified
Stock) of the Company; (ix) loans or advances to employees and directors to
purchase equity securities of the Company, Holdings or MBW LLC; provided that
the aggregate amount of such loans and advances shall not exceed $2.0 million at
any time outstanding; (x) any Investment in another Person to the extent such
Investment is received by the Company or any Subsidiary as consideration for
Asset Disposition effected in compliance with the covenant under "Limitations on
Sales of Assets"; (xi) prepayment and other credits to suppliers made in the
ordinary course of business consistent with the past practices of the Company
and its Subsidiaries; (xii) Investments in connection with pledges, deposits,
payments or performance bonds made or given in the ordinary course of business
in connection with or to secure statutory, regulatory or similar obligations,
including obligations under health, safety or environmental obligations; and
(xiii) any Investment in another Person not to exceed in the aggregate $2.0
million at any one time outstanding (measured as of the date made and without
giving effect to subsequent changes in value).

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision hereof or any other entity.

"Preferred Stock," as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.

"principal" of a Note means the principal of the Note plus the premium, if
any, payable on the note which is due or overdue or is to become due at the
relevant time.

"Prospectus" means this Prospectus.

"Refinancing Indebtedness" means Indebtedness that is Incurred to refund,
refinance, replace, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) (collectively, "refinances," and "refinanced" shall have
a correlative meaning) any Indebtedness existing on the date of the Indenture or
Incurred in compliance with the Indenture (including Indebtedness of the Company
that refinances Indebtedness of any Subsidiary and Indebtedness of any
Subsidiary that refinances Indebtedness of another Subsidiary) including
Indebtedness that refinances Refinancing Indebtedness, provided, however, that
(i) the Refinancing Indebtedness has a Stated Maturity no earlier than the
Stated Maturity of the Indebtedness being refinanced, (ii) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being refinanced and (iii) such Refinancing Indebtedness is Incurred in an
aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the sum of the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced (plus the
amount of

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any premium required to be paid in connection therewith and plus reasonable fees
and expenses in connection therewith); provided further that Refinancing
Indebtedness shall not include Indebtedness of a Subsidiary which refinances
Indebtedness of the Company.

"Related Business" means the food business and such other business
activities which are incidental or related thereto.

"Representative" means any trustee, agent or representative (if any) of an
issue of Senior Indebtedness.

"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Subsidiary transfers such
property to a Person and the Company or a Subsidiary leases it from such Person.

"SEC" or "Commission" means the Securities and Exchange Commission.

"Secured Indebtedness" means any Indebtedness of the Company secured by a
Lien.

"Securities Act" means the Securities Act of 1933, as amended.

"Senior Credit Agreement" means the Credit Agreement dated as of July 1,
1997, among the Company, Holdings, the lenders parties thereto, and The Chase
Manhattan Bank, as administrative agent and CSI, as arranging agent.

"Senior Credit Documents" means the collective reference to the Senior
Credit Agreement, the notes issued pursuant thereto and the Holdings Guaranty,
the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the
Collateral Account Agreement and the Patent and Trademark Security Agreement
(each as defined in the Senior Credit Agreement) and each of the mortgages and
other security agreements, guarantees and other instruments and documents
executed and delivered pursuant to any of the foregoing or the Senior Credit
Agreement, in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing the
amounts of available borrowing thereunder provided that such increase in
borrowing is permitted by the covenant described under the caption "--Limitation
on Indebtedness" or adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement whether by the same or any
other agent, lender or group of lenders.

"Senior Subordinated Indebtedness" means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank PARI PASSU with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.

"Series A Notes" means the Company's outstanding 9 7/8% Senior Subordinated
Notes due 2007.

"Series C Notes" means the Company's outstanding 9 7/8% Series C Senior
Subordinated Notes due 2007.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision.

"Subordinated Obligation" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.

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"Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person. Unless otherwise specified herein, each reference to a Subsidiary shall
refer to a Subsidiary of the Company.

"Temporary Cash Investments" means any of the following: (i) any Investment
in direct obligations of the United States of America or any agency thereof or
obligations Guaranteed by the United States of America or any agency thereof,
(ii) Investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States of America having capital, surplus and undivided profits
aggregating in excess of $250.0 million (or the foreign currency equivalent
thereof) and whose long-term debt, or whose parent holding company's long-term
debt, is rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act), (iii) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) Investments in commercial paper, maturing not more than 180
days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Group.

"Trade Payables" means, with respect to any Person, any accounts payable or
any indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.

"Trust Indenture Act" means the Trust Indenture Act of 1939.

"Unsecured Indebtedness" means any Indebtedness of the Company not secured
by a Lien.

"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock of such Person
then outstanding and normally entitled to vote in the election of directors or
managers.

"Wholly-Owned Subsidiary" means a Subsidiary of the Company, all of the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly-Owned Subsidiary.

BOOK-ENTRY; DELIVERY AND FORM

Except as set forth below, the New Notes will be represented by one
permanent global certificate in definitive, fully registered form (the "Global
Note"). The Global Note will be deposited with, or on behalf of, DTC and
registered in the name of Cede & Co., as nominee of DTC, or will remain in the
custody of the Trustee pursuant to the FAST Balance Certificate Agreement
between DTC and the Trustee.

DTC has advised the Company that it is (i) a limited purpose trust company
organized under the laws of the State of New York, (ii) a member of the Federal
Reserve System, (iii) a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended, and (iv) a "Clearing Agency" registered pursuant to
Section 17A of the Exchange Act. DTC was created to hold securities for its

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participating organizations (collectively, the "Participants") and facilitates
the clearance and settlement of securities transactions between Participants
through electronic book-entry changes to the accounts of its Participants,
thereby eliminating the need for physical transfer and delivery of certificates.
DTC's Participants include securities brokers and dealers (including the Initial
Purchaser), banks and trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities such
as banks, brokers, dealers and trust companies (collectively, the "Indirect
Participants") that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. Holders who are not Participants may
beneficially own securities held by or on behalf of the Depository only through
Participants or Indirect Participants.

The Company expects that pursuant to procedures established by DTC (i) upon
deposit of the Global Note, DTC will credit the accounts of Participants
designated by the Exchange Agent with an interest in the Global Note and (ii)
ownership of the Notes will be shown on, and the transfer of ownership thereof
will be effected only through, records maintained by DTC (with respect to the
interest of Participants), the Participants and the Indirect Participants. The
laws of some states require that certain persons take physical delivery in
definitive form of securities that they own and that a security interest in
negotiable instruments can only be perfected by delivery of certificates
representing the instruments. Consequently, the ability to transfer Notes or to
pledge the Notes as collateral will be limited to such extent.

So long as DTC or its nominee is the registered owner of the Global Note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by the Global Note for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in the
Global Note will not be entitled to have Notes represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Certificated Securities, and will not be considered the owners or
Holders thereof under the Indenture for any purpose, including with respect to
giving of any directions, instruction or approval to the Trustee thereunder. As
a result, the ability of a person having a beneficial interest in Notes
represented by the Global Note to pledge or transfer such interest to persons or
entities that do not participate in DTC's system or to otherwise take action
with respect to such interest, may be affected by the lack of a physical
certificate evidencing such interest.

Accordingly, each holder owning a beneficial interest in the Global Note
must rely on the procedures of DTC and, if such holder is not a Participant or
an Indirect Participant, on the procedures of the Participant through which such
holder owns its interest, to exercise any rights of a holder of Notes under the
Indenture or the Global Note. The Company understands that under existing
industry practice, in the event the Company requests any action of holders of
Notes or a holder that is an owner of a beneficial interest in the Global Note
desires to take any action that DTC, as the holder of such Global Note, is
entitled to take, DTC would authorize the Participants to take such action and
the Participant would authorize holders owning through such Participants to take
such action or would otherwise act upon the instruction of such holders. Neither
the Company nor the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of Notes by DTC,
or for maintaining, supervising or reviewing any records of DTC relating to such
Notes.

Payments with respect to the principal of, premium, if any, and interest on,
any Notes represented by the Global Note registered in the name of DTC or its
nominee on the applicable record date will be payable by the Trustee to or at
the direction of DTC or its nominee in its capacity as the registered holder of
the Global Note representing such Notes under the Indenture. Under the terms of
the Indenture, the Company and the Trustee may treat the persons in whose names
the Notes, including the Global Notes, are registered as the owners thereof for
the purpose of receiving such payment and for any and all other purposes
whatsoever. Consequently, neither the Company nor the Trustee has or will have
any responsibility or liability for the payment of such amounts to beneficial
owners of interest in the Global Note (including principal, premium, if any, and
interest), or to immediately credit the accounts of the relevant Participants
with such payment, in amounts proportionate to their respective holdings in
principal

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amount of beneficial interest in the Global Note as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the beneficial
owners of interests in the Global Note will be governed by standing instructions
and customary practice and will be the responsibility of the Participants or the
Indirect Participants and DTC.

CERTIFICATED SECURITIES

If (i) the Company notifies the Trustee in writing that DTC is no longer
willing or able to act as a depository or DTC ceases to be registered as a
clearing agency under the Exchange Act and the Company is unable to locate a
qualified successor within 90 days, (ii) the Company, at its option, notifies
the Trustee in writing that it elects to cause the issuance of Notes in
definitive form under the Indenture or (iii) upon the request of DTC or the
Trustee upon the occurrence and continuation of an Event of Default, then, upon
surrender by DTC of its Global Note, Certificated Securities will be issued to
each person that DTC identifies as the beneficial owner of the Notes represented
by the Global Note. Upon any such issuance, the Trustee is required to register
such Certificated Securities in the name of such person or persons (or the
nominee of any thereof), and cause the same to be delivered thereto.

Neither the Company nor the Trustee shall be liable for any delay by DTC or
any Participant or Indirect Participant in identifying the beneficial owners of
the related Notes and each such person may conclusively rely on, and shall be
protected in relying on, instructions from DTC for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Notes to be issued).

DESCRIPTION OF OTHER NOTES

The Other Notes were issued to pay a portion of the purchase price for the
acquisition of the Log Cabin syrup business and related expenses. The terms and
conditions of the Other Notes include those stated in the Series C Indenture.
Such terms (including interest rate, maturity, redemption provisions, covenants
and defaults) are substantially similar to the terms of the Notes offered hereby
except that the Series C Indenture provides that in the event of an Asset Sale
(as defined) by the Company, the proceeds of the Asset Sale will be applied to
repurchase the Notes pursuant to the Indenture prior to any repurchase of the
Other Notes. See "Description of Notes--Certain Covenants--Limitation on Asset
Sales."

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion sets forth the opinion of White & Case, special tax
counsel to the Company, as to the material U.S. federal income tax consequences
relating to the purchase, ownership and disposition of the Notes. This
discussion is based upon the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury Regulations promulgated thereunder and
judicial and administrative interpretations thereof, all as in effect as of the
date hereof and all of which are subject to change (possibly on a retroactive
basis) or different interpretation. The opinion of White & Case, is not binding
on the Internal Revenue Service (the "Service") and there can be no assurance
that the Service will not challenge one or more of the tax consequences
described herein, and the Company has not obtained, nor does it intend to
obtain, a ruling from the Service with respect to the U.S. federal income tax
consequences of the Offering. This discussion does not purport to address all
aspects of U.S. federal income taxation that may be relevant to particular
holders in light of their personal circumstances, the U.S. federal income tax
consequences to certain types of holders subject to special treatment under the
Code (for example, life insurance companies, tax exempt organizations, financial
institutions, dealers in securities or currencies, holders subject to the
alternative minimum tax, holders holding Notes as a part of a "hedging" or
"conversion" or "integrated" transaction or a "straddle", or holders with a
"functional currency" other than the U.S. dollar) or the effect of any
applicable U.S. federal estate and gift tax laws or state, local or foreign tax
laws. Finally, this discussion assumes that all Notes will be held as "capital
assets" within the meaning of Section 1221 of the Code. INVESTORS CONSIDERING
THE PURCHASE OF NOTES ARE URGED TO CONSULT THEIR OWN TAX ADVISOR TO DETERMINE
THEIR PARTICULAR TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF
THE NOTES UNDER FEDERAL AND APPLICABLE STATE, LOCAL AND OTHER TAX LAWS.

PAYMENT OF INTEREST

The stated interest on the Notes will be includable in a U.S. Holder's gross
income as ordinary income for U.S. federal income tax purposes at the time it is
paid or accrued in accordance with the U.S. Holder's method of tax accounting.
The Notes will not have original issue discount. As used herein, a "U.S. Holder"
of a Note means a beneficial owner of Notes that is (i) a citizen or resident of
the United States or any political subdivision thereof, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, (iii) an estate the income
of which is subject to U.S. federal income taxation regardless of its source or
(iv) a trust if (A) a court within the United States is able to exercise primary
supervision over the administration of the trust and (B) a U.S. fiduciary has
the authority to control all substantial decisions of the trust.

CONTINGENT PAYMENTS

As more fully described below in "Old Exchange and Registration Rights
Agreement," in the event of a Registration Default, the Company will be required
to pay additional amounts to a U.S. Holder of the Notes as liquidated damages
(the "Contingent Payments"). Under the Treasury Regulations regarding contingent
payment debt instruments, any payment subject to a remote or incidental
contingency, as of the issue date, (i.e., there is a remote likelihood that the
payment will be required or the potential amount of the payment is insignificant
relative to the remaining payments on the debt instrument) is not considered a
contingent payment and is ignored for purposes of computing original issue
discount accruals. The Company intends to take the position that the Contingent
Payments are subject to either a remote or incidental contingency. Provided that
the Contingent Payments are subject to a remote or incidental contingency, a
U.S. Holder of a Note will be required to report any Contingent Payments as
interest income for U.S. federal income tax purposes only at the time of any
such payment.

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EXCHANGE OFFER

The exchange of Old Notes for New Notes pursuant to the Exchange Offer will
not constitute a material modification of the terms of the Notes. Since the
exchange pursuant to the Exchange Offer does not constitute a material
modification of the terms of the Notes, such exchange will not constitute an
exchange for U.S. federal income tax purposes, such exchange will have no U.S.
federal income tax consequences to U.S. Holders of Notes, the holding period of
the New Notes will include the holding period of the Notes, and the basis of the
New Notes will be the same as the basis of the Notes immediately before the
exchange.

PURCHASES OF NOTES AT OTHER THAN ORIGINAL ISSUE PRICE

The foregoing does not discuss special rules which may affect the treatment
of a U.S. Holder that acquires Notes other than at par, including those
provisions of the Code relating to the treatment of "market discount," and
"amortizable bond premium." Any such purchaser should consult its tax advisor as
to the consequences to him of the acquisition, ownership, and disposition of
Notes.

SALE OR REDEMPTION

A U.S. Holder of a Note who disposes of such Note in a taxable sale,
exchange, redemption or other disposition will recognize gain or loss equal to
the difference between (i) the amount of cash plus the fair market value of any
property received for such Note (other than cash or property received in payment
of accrued and unpaid interest) and (ii) the U.S. Holder's adjusted tax basis in
such Note. Such gain or loss will be capital gain or loss and will be long-term
if the Note has been held for more than eighteen months at the time of sale,
exchange, redemption or other disposition. Any portion of the amount realized on
the sale or other disposition of a Note that represents accrued but unpaid
interest will be treated as a payment of such interest. Under current law, net
long-term capital gains of individuals are taxed at lower rates than items of
ordinary income. The deductibility of capital losses is subject to limitations.

BACKUP WITHHOLDING

Under the Code, a U.S. Holder of Notes may be subject to "backup
withholding" at a 31% rate with respect to interest payments or gross proceeds
from the disposition of Notes. This withholding applies if the U.S. Holder (i)
fails to furnish to the payor the U.S. Holder's social security or other
taxpayer identification number ("TIN") within a reasonable time after the
request thereof, (ii) furnishes an incorrect TIN, (iii) is notified by the
Service that it has failed to properly report payments of interest or dividends,
or (iv) fails, under certain circumstances, to provide a certified statement,
signed under penalty of perjury, that the TIN provided is its correct number and
that it is not subject to backup withholding. Any amount withheld from a payment
to a U.S. Holder under the backup withholding rules is allowable as a credit
against such U.S. Holder's federal income tax liability, provided that the
required information is furnished to the Service, and if backup withholding
results in an overpayment of taxes, a refund may be obtained from the Service.
Corporations and certain other entities described in the Code and Treasury
Regulations are exempt from such withholding if their exempt status is properly
established. U.S. Holders of Notes should consult their tax advisors as to their
qualifications for exemption from withholding and the procedure for obtaining
such exemption.

These backup withholding tax and information reporting rules currently are
under review by the U.S. Treasury Department and proposed U.S. Treasury
Regulations issued on April 15, 1996 would modify certain of such rules
generally with respect to payments made after December 31, 1997. Accordingly,
the application of such rules to the Notes could be changed.

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OLD NOTES EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

Pursuant to the Exchange and Registration Rights Agreement, the Company
agreed to (i) file with the Commission on or prior to 60 days after the Issue
Date a registration statement on an appropriate form under the Securities Act
(the "Exchange Offer Registration Statement") relating to a registered exchange
offer (the "Exchange Offer") for the New Notes under the Securities Act and (ii)
use its best efforts to cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act within 150 days after the Issue
Date. As soon as practicable after the effectiveness of the Exchange Offer
Registration Statement, the Company will offer to the holders of the Old Notes
who are not prohibited by any law or policy of the Commission from participating
in the Exchange Offer the opportunity to exchange their Notes for an issue of a
new series of notes, identical in all material respects to the Old Notes (except
that the New Notes will not contain terms with respect to transfer restrictions,
registration rights and liquidated damages) that would be registered under the
Securities Act. The Company will keep the Exchange Offer open for not less than
30 days (or longer, if required by law) after the date notice of the Exchange
Offer is mailed to the holders of the Old Notes. If (i) applicable
interpretations of the staff of the Commission do not permit the Company to
effect the Exchange Offer as contemplated thereby or (ii) for any other reason
the Exchange Offer is not consummated within 180 days after the Issue Date or
(iii) any holder either (A) is not eligible to participate in the Exchange Offer
or (B) participates in the Exchange Offer and does not receive freely
transferrable New Notes in exchange for tendered Old Notes, the Company will
file with the Commission a shelf registration statement (the "Shelf Registration
Statement") to cover resales of Transfer Restricted Securities by such holders
who satisfy certain conditions relating to, among other things, the provision of
information in connection with the Shelf Registration Statement. For purposes of
the foregoing, "Transfer Restricted Securities" means each Old Note until (i)
the date on which such Note has been exchanged for a freely transferable New
Note in the Exchange Offer, (ii) the date on which such Note has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iii) the date on which such Note is
distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.

The Company will use its best efforts to have the Exchange Offer
Registration Statement and, if applicable, a Shelf Registration Statement (each
an "Exchange Registration Statement") declared effective by the Commission as
promptly as practicable after the filing thereof. Unless the Exchange Offer
would not be permitted by a policy of the Commission, the Company will commence
the Exchange Offer and will use its best efforts to consummate the Exchange
Offer as promptly as practicable, but in any event prior to 180 days after the
Issue Date. If applicable, the Company will use its best efforts to keep the
Shelf Registration Statement effective for a period of three years after the
Issue Date, subject to certain exceptions, including suspending the
effectiveness thereof for certain valid business reasons. If (i) the applicable
Exchange Registration Statement is not filed with the Commission on or prior to
60 days after the Issue Date, (ii) the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, is not declared effective
within 150 days after the Issue Date (or in the case of a Shelf Registration
Statement required to be filed in response to a change in law or the applicable
interpretations of Commission's staff, if later, within 45 days after
publication of the change in law or interpretation), (iii) the Exchange Offer is
not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf
Registration Statement is filed and declared effective within 150 days after the
Issue Date (or in the case of a Shelf Registration Statement required to be
filed in response to a change in law or the applicable interpretations of
Commission's staff, if later, within 45 days after publication of the change in
law or interpretation), but shall thereafter cease to be effective (at any time
that the Company is obligated to maintain the effectiveness thereof) without
being succeeded within 60 days by an additional Exchange Registration Statement
filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), the Company will generally be obligated to pay
liquidated

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damages to each holder of Transfer Restricted Securities, during the period of
such Exchange Registration Default, in an amount equal to $0.192 per week per
$1,000 principal amount of the Notes constituting Transfer Restricted Securities
held by such holder until the applicable Exchange Registration Statement is
filed or declared effective, the Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be; provided,
however, no liquidated damages shall be payable for a Registration Default under
clause (iii) above if a Shelf Registration Statement covering resales of the
Transfer Restricted Securities for which the Exchange Offer was intended shall
have been declared effective. All accrued liquidated damages shall be paid to
holders in the same manner as interest payments on the Notes on semi-annual
payment dates which correspond to interest payment dates for the Notes.
Following the cure of all Registration Defaults, the accrual of liquidated
damages will cease.

The Exchange and Registration Rights Agreement also provides that the
Company (i) shall make available for a period of 90 days after the consummation
of the Exchange Offer a prospectus meeting the requirements of the Securities
Act to any broker-dealer for use in connection with any resale of any such New
Notes and (ii) shall pay all expenses incident to the Exchange Offer (including
the expenses of one counsel to the holders of the Notes) and will indemnify
certain holders of the Notes (including any broker-dealer) against certain
liabilities, including liabilities under the Securities Act. A broker-dealer
that delivers such a prospectus to purchasers in connection with such resales
will be subject to certain of the civil liability provisions under the
Securities Act, and will be bound by the provisions of the Exchange and
Registration Rights Agreement (including certain indemnification rights and
obligations).

Each holder of Old Notes that wishes to exchange such Notes for New Notes in
the Exchange Offer will be required to make certain representations, including
representations that (i) any New Notes to be received by it will be acquired in
the ordinary course of its business, (ii) it has no arrangement with any person
to participate in the distribution of the New Notes and (iii) it is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or
Holdings or if it is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

If a holder is not a broker-dealer, it will be required to represent that it
is not engaged in, and does not intend to engage in, the distribution of the New
Notes. If a holder is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result of market
making activities or other trading activities, it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes.

Holders of the Old Notes will be required to make certain representations to
the Company (as described above) in order to participate in the Exchange Offer,
and will be required to deliver information to be used in connection with the
Shelf Registration Statement in order to have their Notes included in the Shelf
Registration Statement and benefit from the provisions regarding liquidated
damages set forth in the preceding paragraphs. A holder who sells Old Notes
pursuant to the Shelf Registration Statement generally will be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Exchange and Registration Rights Agreement which
are applicable to such a holder (including certain indemnification obligations).

For so long as the Notes are outstanding, the Company will continue to
provide to holders of the Old Notes and to prospective purchasers of the Old
Notes the information required by paragraph (d)(4) of Rule 144A under the
Securities Act ("Rule 144A"). The Company will provide a copy of the Exchange
and Registration Rights Agreement to prospective purchasers of Old Notes
identified to the Company by the Initial Purchaser upon request.

The foregoing description of the Exchange and Registration Rights Agreement
is a summary only and is qualified in its entirety by reference to all
provisions of the Exchange and Registration Rights Agreement.

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PLAN OF DISTRIBUTION

Based on interpretations by the Commission set forth in no-action letters
issued to third parties, the Company believes that New Notes issued pursuant to
the Exchange Offer in exchange for the Old Notes may be offered for resale,
resold and otherwise transferred by holders thereof (other than any holder which
is (i) an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act, (ii) a broker-dealer who acquired Notes directly from the
Company or (iii) broker-dealers who acquired Notes as a result of market-making
or other trading activities) without compliance with the registration and
prospectus delivery provisions of the Securities Act provided that such New
Notes are acquired in the ordinary course of such holders' business, and such
holders are not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a distribution
of such New Notes; provided that broker-dealers ("Participating Broker-Dealers")
receiving New Notes in the Exchange Offer will be subject to a prospectus
delivery requirement with respect to resales of such New Notes. To date, the
Commission has taken the position that Participating Broker-Dealers may fulfill
their prospectus delivery requirements with respect to transactions involving an
exchange of securities such as the exchange pursuant to the Exchange Offer
(other than a resale of an unsold allotment from the sale of the Old Notes to
the Initial Purchaser) with the Prospectus, contained in the Exchange Offer
Registration Statement. Pursuant to the Exchange and Registration Rights
Agreement, the Company has agreed to permit Participating Broker-Dealers to use
this Prospectus in connection with the resale of such New Notes. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this Prospectus, and any amendment or supplement to this Prospectus, available
to any broker-dealer that requests such documents in the Letter of Transmittal.

Each holder of the Old Notes who wishes to exchange its Old Notes for New
Notes in the Exchange Offer will be required to make certain representations to
the Company as set forth in "The Exchange Offer--Purpose and Effect of the
Exchange Offer." In addition, each holder who is a broker-dealer and who
receives New Notes for its own account in exchange for Old Notes that were
acquired by it as a result of market-making activities or other trading
activities, will be required to acknowledge that it will deliver a prospectus in
connection with any resale by it of such New Notes.

The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for its own account pursuant to
the Exchange Offer and any broker or dealer that participates in a distribution
of such New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of New Notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

The Company has agreed to pay all expenses incidental to the Exchange Offer
other than commissions and concessions of any brokers or dealers and will
indemnify holders of the Old Notes (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act, as set
forth in the Exchange and Registration Rights Agreement.

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LEGAL MATTERS

The validity of the Notes offered hereby will be passed upon for the Company
by White & Case, New York, New York.

EXPERTS

The balance sheet of MBW Foods Inc. as of December 31, 1996 included in this
Prospectus has been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The statement of assets to be acquired of Mrs. Butterworth's Business as of
December 31, 1995 and 1996 and the statements of operations of Mrs.
Butterworth's Business for each of the three years in the period ended December
31, 1996 included in this Prospectus have been so included in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

The statement of assets to be acquired of the Log Cabin Syrup Business (the
"Business"), a component of Kraft Foods, Inc. as of December 28, 1996 and
December 30, 1995, and the statements of operations of the Business for the
years ended December 28, 1996, December 30, 1995 and December 31, 1994, included
in this Prospectus, have been so included in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

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GLOSSARY

<TABLE>
<S> <C>
Additional Assets........................ Description of Notes--Certain Definitions
Adjusted Eurodollar Rate................. Description of Senior Credit Facilities
Affiliate................................ Description of Notes--Certain Definitions
Affiliate Transaction.................... Description of Notes--Certain Covenants
Agent's Message.......................... The Exchange Offer--Procedures for Tendering
Applicable Eurodollar Rate Margin........ Description of Senior Credit Facilities
Applicable Premium....................... Description of Notes--Optional Redemption
Asset Disposition........................ Description of Notes--Certain Definitions
ATOP..................................... Prospectus Summary--The Exchange Offer
Attributable Indebtedness................ Description of Notes--Certain Definitions
Average Life............................. Description of Notes--Certain Definitions
Bank Indebtedness........................ Description of Notes--Certain Definitions
bankruptcy provisions.................... Description of Notes--Events of Default
Base Rate................................ Description of Senior Credit Facilities
beneficial ownership..................... Security Ownership
Blockage Notice.......................... Description of Notes--Ranking
Board of Directors....................... Description of Notes--Certain Definitions
Book-Entry Confirmation.................. The Exchange Offer--Procedures for Tendering
Book-Entry Transfer Facility............. The Exchange Offer--Procedures for Tendering
Business................................. Plan of Distribution--Experts
Business Day............................. Description of Notes--Certain Definitions
Capital Stock............................ Description of Notes--Certain Definitions
Capitalized Lease Obligations............ Description of Notes--Certain Definitions
Cash Equivalents......................... Description of Notes--Certain Definitions
CD&R..................................... Management--Directors and Executive Officers
Change of Control........................ Description of Notes--Change of Control
Chase Manhattan.......................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Code..................................... Description of Notes--Certain Definitions
Collateral Account Agreement............. Collateral Account Agreement means the
Collateral Account Agreement executed and
delivered by Company and The Chase Manhattan
Bank, as administrative agent, on December 31,
1996, substantially in the form of EXHIBIT XVIII
annexed to the Senior Credit Agreement, pursuant
to which Company may pledge cash to The Chase
Manhattan Bank, as administrative agent, to
secure the obligations of Company to reimburse
issuing lenders under the Senior Credit
Agreement for payments made under one or more
letters of credit under the Senior Credit
Agreement as such Collateral Account Agreement
may hereafter be amended, restated, supplemented
or otherwise modified from time to time.
Commission............................... Cover
Company.................................. Cover
Conopco.................................. Prospectus Summary
Consolidated Cash Flow................... Description of Notes--Certain Definitions
Consolidated Coverage Ratio.............. Description of Notes--Certain Definitions
</TABLE>

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Consolidated Excess Cash Flow............ Consolidated Excess Cash Flow means, for any
period, an amount (if positive) equal to (i) the
sum, without duplication, of the amounts for
such period of (a) consolidated EBITDA under the
Senior Credit Agreement, (b) to the extent
deducted from consolidated EBITDA under the
Senior Credit Agreement by virtue of clause
(ii)(b) of the definition thereof, extraordinary
and unusual cash gains, and (c) the consolidated
working capital adjustment under the Senior
Credit Agreement MINUS (ii) the sum, without
duplication, of the amounts for such period of
(a) voluntary and scheduled cash repayments of
consolidated total debt under the Senior Credit
Agreement (excluding repayments of revolving
loans under the Senior Credit Agreement except
to the extent the revolving loan commitments
under the Senior Credit Agreement are
permanently reduced in connection with such
repayments), (b) consolidated capital
expenditures under the Senior Credit Agreement
(net of any proceeds of any related financing
with respect to such expenditures), (c)
expenditures made in connection with any
permitted acquisition under the Senior Credit
Agreement pursuant to subsection 7.7(vii) of the
Senior Credit Agreement (net of any proceeds of
any related financing with respect to such
acquisitions), including without limitation
transaction fees paid in cash to the MDC
Entities and/or Dartford and/or Fenway in
connection with such acquisitions, so long as
such transaction fees are paid in accordance
with the terms of the MDC Advisory Services
Agreement, the Dartford Management Services
Agreement and the Fenway Agreement, (d)
consolidated interest expense, under the Senior
Credit Agreement, (e) to the extent added back
to consolidated EBITDA under the Senior Credit
Agreement by virtue of clause (i)(b)(9) of the
definition thereof, extraordinary and unusual
cash losses, (f) to the extent added back to
consolidated EBITDA under the Senior Credit
Agreement by virtue of clause (i)(b)(7) of the
definition thereof, non-recurring charges paid
in cash incurred prior to June 30, 1998, and (g)
the provision for current taxes based on income
of Holdings and its subsidiaries and payable in
cash with respect to such period.
Consolidated Interest Expense............ Description of Notes--Certain Definitions
Consolidated Net Income.................. Description of Notes--Certain Definitions
Consolidated Net Worth................... Description of Notes--Certain Definitions
Contingent Payments...................... Certain United States Federal Income Tax
Considerations -Contingent Payments
covenant defeasance...................... Description of Notes--Defeasance
cross acceleration provision............. Description of Notes--Events of Default
</TABLE>

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<TABLE>
<S> <C>
CSI...................................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Currency Agreement....................... Description of Notes--Certain Definitions
Dartford................................. Prospectus Summary--The Company
Dartford Acquisition..................... Dartford Acquisition means any transaction in
which the Company, MBW Holdings Inc. (the
Company's parent) or MBW LLC (the parent of
Holdings) or any direct or indirect subsidiary
of MBW LLC consummates an acquisition of the
stock or assets of another entity (including,
without limitation, by way of merger or
consolidation), enters into a joint venture with
another entity, or effects any similar
investment or business combination during the
term under the Dartford Management Services
Agreement.
Dartford Acquisition Price............... Dartford Acquisition Price means the sum of (A)
the cash purchase price (including any
installment payments), (B) the value of any
equity securities issued to the seller in
connection with the acquisition under the
Dartford Management Services Agreement, (C) the
face value of any promissory note or other debt
instrument issued to the seller in connection
with such acquisition under the Dartford
Management Services Agreement, (D) the amount of
any liabilities assumed by the MBW LLC group in
connection with such acquisition (under the
Dartford Management Services Agreement (other
than ordinary course of business trade
payables).
Dartford Management Services Agreement... Certain Related Transactions--Dartford
Management Services Agreement
Default.................................. Description of Notes--Certain Definitions
defeasance trust......................... Description of Notes--Defeasance
Designated Senior Indebtedness........... Description of Notes--Certain Definitions
disposition.............................. Description of Notes--Certain Definitions
Disqualified Stock....................... Description of Notes--Certain Definitions
DTC...................................... The Exchange Offer--Procedures for Tendering
EBITDA................................... EBITDA means net income before interest, taxes,
depreciation and amortization and is presented
because the Company believes it is a useful
measurement and it is commonly used by certain
investors and analysts to analyze and compare,
on the basis of operating performance, and to
determine a company's ability to service and
incur debt. EBITDA should not be considered in
isolation from or as a substitute for net
income, cash flows from operating activities or
other consolidated income or cash flow statement
data prepared in accordance with generally
accepted accounting principles or as a measure
of profitability or liquidity. EBITDA presented
for the Company may not be comparable to
similarly titled measures reported by other
companies.
EDGAR.................................... Available Information
</TABLE>

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<TABLE>
<S> <C>
Eligible Institution..................... The Exchange Offer--Procedures for Tendering
Equity Investors......................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Equity Offering.......................... Description of Notes--Certain Definitions
Event of Default (Indenture)............. Description of Notes--Event of Default
Exchange Act............................. Available Information
Exchange and Registration Rights......... Cover
Agreements
Exchange Offer........................... Cover
Exchange Offer Registration Statement.... Old Notes Exchange and Registration Rights
Agreements
Exchange Registration Statement.......... Old Notes Exchange and Registration Rights
Agreements
Excluded Products........................ The Acquisitions, Financing and Related
Transactions
Expiration Date.......................... Cover
Expiration Date.......................... The Exchange Offer--Expiration Date; Extensions;
Amendments
FDA...................................... Business--Certain Legal and Regulatory Matters--
Public Health
Fenway................................... Prospectus Summary--The Company
Fenway Agreement......................... Certain Related Transactions--Fenway Agreement
Fenway Acquisition....................... Fenway Acquisition means any transaction in
which during the term under the Fenway Agreement
the Company, Holdings or MBW LLC either (i)
consummates an acquisition of the stock or
assets of another entity (including, without
limitation, by way of merger or consolidation),
enters into a joint venture with another entity,
or effects any similar investment or business
combination
Fenway Acquisition Price................. Fenway Acquisition Price means the sum of (A)
the cash purchase price (including any
installment payments), (B) the value of any
equity securities issued to the seller in
connection with the acquisition under the Fenway
Agreement, (C) the face value of any promissory
note or other debt instrument issued to the
seller in connection with such acquisition under
the Fenway Agreement, (D) the amount of any
liabilities assumed by the MBW LLC group in
connection with such acquisition under the
Fenway Agreement (other than ordinary course of
business trade payables).
Ferraro Employment Agreement............. Management--Executive Compensation
Flavor Supply Agreement.................. The Acquisitions--The MBW Acquisition
GAAP..................................... Description of Notes--Certain Definitions
Global Note.............................. Description of Notes--Book-Entry; Delivery and
Form
Governmental Authority................... Description of Notes--Certain Definitions
Guarantee................................ Description of Notes--Certain Definitions
Guarantors............................... Description of Senior Credit Facilities
Holdings................................. Cover
Holdings Guaranty........................ Holdings Guaranty means the Holdings Guaranty
executed and delivered by Holdings on December
31, 1996 , substantially in the form of EXHIBIT
VIII to the
</TABLE>

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<S> <C>
Senior Credit Agreement, as such Holdings
Guaranty may thereafter be amended, restated,
supplemented or otherwise modified from time to
time.
Incur.................................... Description of Notes--Certain Definitions
Indebtedness............................. Description of Notes--Certain Definitions
Indentures............................... The Series A Indenture and the Series C
Indenture, collectively.
Indirect Participants.................... Description of Notes--Book-Entry; Delivery and
Form
Initial Purchasers....................... Cover
Interest Rate Agreement.................. Description of Notes--Certain Definitions
Investment............................... Description of Notes--Certain Definitions
Issue Date............................... Description of Notes--Certain Definitions
judgement default provision.............. Description of Notes--Events of Default
Kraft.................................... Prospectus Summary
LC Acquisition........................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
LC Acquisition Closing Date.............. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
LC Asset Purchase Agreement.............. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
LC Business.............................. Prospectus Summary
LC Co-Pack Agreement..................... The Acquisitions--The LC Acquisition
LC Excluded Products Co-Pack Agreement... The Acquisitions--The LC Acquisition
LC Transition Services Agreement......... The Acquisitions--The LC Acquisition
legal defeasance......................... Description of Notes--Defeasance
Lenders.................................. Description of Senior Credit Facilities
Letter of Transmittal.................... Cover
Lien..................................... Description of Notes--Certain Definitions
Management Services Agreement............ Description of Notes--Certain Definitions
MBW Acquisition.......................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
MBW Acquisition Closing Date............. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
MBW Asset Purchase Agreement............. The Acquisitions--The MBW Acquisition
MBW Co-Pack Agreement.................... The Acquisitions--The MBW Acquisition
MBW Predecessor.......................... Prospectus Summary
MBW Transitions Services Agreement....... The Acquisitions--The MBW Acquisition
MBW Common LLC Securities................ Security Ownership
MBW LLC.................................. Cover
MBW Refinancing.......................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
MDC...................................... Prospectus Summary--The Company
MDC Acquisition.......................... MDC Acquisition means any transaction in which
the Company, Holdings (the Company's parent) or
MBW LLC (the parent of Holdings) or any direct
or indirect subsidiary of MBW LLC consummates an
acquisition of the stock or assets of another
entity (including, without limitation, by way of
merger or consolidation), enters into a joint
venture with another entity, or effects any
similar investment or business combination
during the term under the MDC Advisory Services
Agreement
</TABLE>

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<S> <C>
MDC Entities............................. McCown De Leeuw & Co. III, L.P., a California
limited partnership, McCown De Leeuw & Co. III
(Europe), L.P., a Bermuda limited partnership,
McCown De Leeuw & Co. III (Asia), L.P., a
Bermuda limited partnership and Gamma Fund LLC,
a California limited liability company,
collectively.
MDC Acquisition Price.................... MDC Acquisition Price means the sum of (A) the
cash purchase price (including any installment
payments), (B) the value of any equity
securities issued to the seller in connection
with the acquisition under the MDC Advisory
Services Agreement, (C) the face value of any
promissory note or other debt instrument issued
to the seller in connection with such
acquisition under the MDC Advisory Services
Agreement, (D) the amount of any liabilities
assumed by the MBW LLC group in connection with
such acquisition under the MDC Advisory Services
Agreement (other than ordinary course of
business trade payables).
MDC Advisory Services Agreement.......... Certain Related Transactions--MDC Advisory
Services Agreement
MDC Management........................... Certain Related Transactions--MDC Advisory
Services Agreement
MDC III.................................. Security Ownership
MDC IIIA................................. Security Ownership
Mintz Employment Agreement............... Management--Executive Compensation
Net Available Cash....................... Description of Notes--Certain Definitions
Net Cash Proceeds........................ Description of Notes--Certain Definitions
New Note Issue Date...................... Prospectus Summary--The Exchange Offer
New Notes................................ Cover
Note Guarantee........................... Description of Notes--Certain Definitions
Note Guarantor........................... Description of Notes--Certain Definitions
Notes.................................... Cover
Officer.................................. Description of Notes--Certain Definitions
Officers' Certificate.................... Description of Notes--Certain Definitions
Old Notes................................ Cover
Opinion of Counsel.......................
Other Notes.............................. Cover
parent corporation....................... Description of Notes--Change of Control
Participants............................. Description of Notes--Book-Entry; Delivery and
Form
Participating Broker-Dealers............. Plan of Distribution
Patent and Trademark Security Patent and Trademark Security Agreement means
Agreement.............................. the Patent and Trademark Security Agreement
entered into by and among Company, the
subsidiary guarantors under the Senior Credit
Agreement and The Chase Manhattan Bank, as
administrative agent, dated as of the date of
the Senior Credit Agreement, substantially in
the form of EXHIBIT XI annexed to the Senior
Credit Agreement, as such Patent and Trademark
Security Agreement may thereafter be amended,
restated, supplemented or otherwise modified
from time to time.
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<TABLE>
<S> <C>
pay the Notes............................ Description of Notes--Ranking
Payment Blockage Period.................. Description of Notes--Ranking
Permitted Holders........................ Description of Notes--Certain Definitions
Permitted Investment..................... Description of Notes--Certain Definitions
Person................................... Description of Notes--Certain Definitions
Pledge Agreement......................... Pledge Agreement means that certain Pledge
Agreement by and among Company, Holdings, the
subsidiary guarantors under the Senior Credit
Agreement and The Chase Manhattan Bank, as
administrative agent, dated as of the date of
the Senior Credit Agreement and substantially in
the form of EXHIBIT IX annexed to the Senior
Credit Agreement, as such Pledge Agreement may
be amended, restated, supplemented or otherwise
modified from time to time.
Preferred Stock.......................... Description of Notes--Certain Definitions
principal................................ Description of Notes--Certain Definitions
Pro Forma Financial Statements........... Pro Forma Financial Information
Prospectus............................... Cover
Quest.................................... The Acquisitions--The MBW Acquisition
Red Wing................................. Prospectus Summary--The Company
Red Wing Co-Pack Agreement............... Prospectus Summary--The Company
Redemption Date.......................... Description of Notes--Optional Redemption
refinanced............................... Description of Notes--Certain Definitions
refinances............................... Description of Notes--Certain Definitions
Refinancing Indebtedness................. Description of Notes--Certain Definitions
Registration Default..................... Old Notes Exchange and Registration Rights
Agreements
Registration Statement................... Available Information
Related Business......................... Description of Notes--Certain Definitions
Representative........................... Description of Notes--Certain Definitions
Restricted Payment....................... Description of Notes--Certain Covenants
Revolving Facility....................... Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Rule 144A................................ Old Notes Exchange and Registration Rights
Agreements
Sale/Leaseback Transaction............... Description of Notes--Certain Definitions
SEC...................................... Description of Notes--Certain Definitions
Secured Indebtedness..................... Description of Notes--Certain Definitions
Securities Act........................... Cover
Security Agreement....................... Security Agreement means the Security Agreement
entered into by and among Company, Holdings, the
subsidiary guarantors under the Senior Credit
Agreement and The Chase Manhattan Bank, as
administrative agent, dated as of December 31,
1996 and substantially in the form of EXHIBIT X
annexed to the Senior Credit Agreement, as such
Security Agreement may be amended, restated,
supplemented or otherwise modified from time to
time.
Senior Credit Agreement.................. Description of Notes--Certain Definitions
Senior Credit Documents.................. Description of Notes--Certain Definitions
</TABLE>

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<S> <C>
Senior Credit Facilities................. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Senior Indebtedness...................... Description of Notes--Ranking
Senior Subordinated Indebtedness......... Description of Notes--Certain Definitions
Series A Notes........................... Cover
Series A Exchange and Registration Rights
Agreement.............................. Cover
Series A Indenture....................... Description of Notes--General
Series A Notes Initial Purchaser......... Cover
Series A Notes Offering.................. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Series C Exchange and Registration Rights
Agreement.............................. Cover
Series C Indenture....................... Description of Notes--General
Series C Notes Initial Purchasers........ Cover
Series C Notes Offering.................. Prospectus Summary--The Acquisitions, Financings
and Related Transactions
Service.................................. Certain United States Federal Income Tax
Considerations
Shelf Registration Statement............. The Exchange Offer--Purpose and Effect of the
Exchange Offer
Shelf Registration Statement............. Old Notes Exchange and Registration Rights
Agreements
Significant Subsidiary................... Description of Notes--Certain Definitions
SKU...................................... Business--Products and Markets
specified corporation.................... Description of Notes--Change of Control
Stated Maturity.......................... Description of Notes--Certain Definitions
Subordinated Obligation.................. Description of Notes--Certain Definitions
Subsidiary............................... Description of Notes--Certain Definitions
Subsidiary Guaranty...................... Subsidiary Guaranty means the Subsidiary
Guaranty, substantially in the form of EXHIBIT
VII annexed to the Senior Credit Agreement,
executed and delivered by each subsidiary
guarantor from time to time after December 31,
1996 pursuant to subsection 6.9 of the Senior
Credit Agreement, as such Subsidiary Guaranty
may be amended, restated, supplemented or
otherwise modified from time to time.
Successor Company........................ Description of Notes--Certain Covenants
Temporary Cash Investments............... Description of Notes--Certain Definitions
Term Facility............................ Prospectus Summary--The Acquisitions, Financings
and Related Transactions
TIA...................................... The Exchange Offer--Certain Conditions to the
Exchange Offer
TIN...................................... Certain United States Federal Income Tax
Considerations--Backup Withholding
Trade Payables........................... Description of Notes--Certain Definitions
Transactions............................. Prospectus Summary--Summary Pro Forma Financial
Data
Transfer Restricted Securities........... Old Notes Exchange and Registration Rights
Agreements
Treasury Rate............................ Description of Notes--Optional Redemption
</TABLE>

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Trustee.................................. Description of Notes--General
Unilever................................. Prospectus Summary
U.S. Government Obligations.............. Description of Notes--Certain Definitions
U.S. Holder.............................. Certain United States Federal Income Tax
Considerations--Payment of Interest
Van de Kamp's............................ Prospectus Summary--The Company
VDB...................................... The Acquisition--Co-Pack Agreement
Voting Stock............................. Description of Notes--Certain Definitions
Wholly-Owned Subsidiary.................. Description of Notes--Certain Definitions
Willett Employment Agreement............. Management--Executive Compensation
Windmill................................. Management--Ownership and Management
Windy Hill............................... Management--Ownership and Management
Wyndham.................................. Management--Ownership and Management
</TABLE>

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INDEX TO FINANCIAL STATEMENTS

MBW FOODS INC.

Report of Independent Accountants........................................................................ F-2

Balance Sheet as of December 31, 1996 and as of June 28, 1997 (unaudited)................................ F-3

Statement of Operations for the six months ended June 28, 1997 (unaudited)............................... F-4

Statement of Cash Flows for the six months ended June 28, 1997 (unaudited)............................... F-5

Notes to Financial Statements............................................................................ F-6

MRS. BUTTERWORTH'S BUSINESS, A COMPONENT OF CONOPCO, INC.

Report of Independent Accountants........................................................................ F-10

Statement of Assets to be Acquired as of December 31, 1995 and 1996...................................... F-11

Statement of Operations for the years ended December 31, 1994, 1995 and 1996 and for the six months ended
June 30, 1996 (unaudited).............................................................................. F-12

Notes to Financial Statements............................................................................ F-13

LOG CABIN BUSINESS, A COMPONENT OF KRAFT FOODS, INC.

Report of Independent Accountants........................................................................ F-17

Statements of Assets to be Acquired as of December 30, 1995 and December 28, 1996........................ F-18

Statement of Operations for the years ended December 31, 1994, December 30, 1995 and December 28, 1996... F-19

Notes to Financial Statements............................................................................ F-20

Statement of Operations for the six months ended June 29, 1996 (unaudited) and June 28, 1997
(unaudited)............................................................................................ F-25
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
MBW Foods, Inc.

In our opinion, the accompanying balance sheet of MBW Foods, Inc. (a
wholly-owned subsidiary of MBW Investors LLC) presents fairly, in all material
respects, the financial position of the Company at December 31, 1996, in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Company's management; our responsibility
is to express an opinion on this financial statement based on our audit. We
conducted our audit of this statement in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

Price Waterhouse LLP

San Francisco, California
March 28, 1997

F-2
<PAGE>
MBW FOODS INC.
(A WHOLLY-OWNED SUBSIDIARY OF MBW INVESTORS LLC)

BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 28,
1996 1997
-------------- -----------
<S> <C> <C>
(UNAUDITED)
ASSETS:

Cash................................................................................ $ 8,666 $ 12,642
Accounts receivable, net of allowance of $42 at June 28, 1997....................... 480 5,716
Accounts receivable--other.......................................................... -- 1,722
Inventories (Note 3)................................................................ 1,182 1,698
Prepaid expenses.................................................................... 9 142
-------------- -----------
Total current assets.......................................................... 10,337 21,920
Machinery and equipment, net........................................................ 5,206 5,448
Goodwill and other intangible assets, net (Note 4).................................. 111,358 109,807
Other assets........................................................................ 3,995 6,888
-------------- -----------
Total assets.................................................................. $ 130,896 $ 144,063
-------------- -----------
-------------- -----------

LIABILITIES:
Accrued expenses.................................................................... $ 2,736 $ 10,523
Non-current deferred tax liabilitiy................................................. -- 35
-------------- -----------
Total current liabilities..................................................... 2,736 10,558
Long-term debt (Note 5)............................................................. 95,000 --
Senior subordinated notes........................................................... -- 100,000
-------------- -----------
Total liabilities............................................................. 97,736 110,558

Stockholder's equity:
Common stock, no par value, 3,000 shares authorized, 1,000 shares issued and
outstanding..................................................................... 33,270 33,270
Promissory notes (Note 6)......................................................... (110) (110)
Retained earnings................................................................. -- 345
-------------- -----------
Total stockholder's equity.................................................... 33,160 33,505
-------------- -----------
Total liabilities and stockholder's equity.................................... $ 130,896 $ 144,063
-------------- -----------
-------------- -----------
</TABLE>

See Notes to the balance sheet.

F-3
<PAGE>
MBW FOODS INC.
(A WHOLLY-OWNED SUBSIDIARY OF MBW INVESTORS LLC)

STATEMENT OF OPERATIONS
(IN THOUSANDS)
UNAUDITED

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 28, 1997
---------------------
<S> <C>
Net sales.................................................................................. $ 42,891
Cost of products sold...................................................................... 14,271
--------
Gross profit............................................................................. 28,620

Brokerage, distribution and market expenses:
Brokerage and distribution............................................................... 4,699
Trade promotions......................................................................... 7,074
Consumer marketing....................................................................... 4,367
--------
Total brokerage, distribution and marketing expenses..................................... 16,140

Selling, general and administrative expenses............................................... 2,328
Transition costs........................................................................... 324
Amortization of goodwill and other intangibles............................................. 1,658
--------
Operating profit......................................................................... 8,170

Amortization of deferred financing fees.................................................... 2,502
Interest expense, net...................................................................... 5,093
--------
Income before income taxes............................................................... 575
Provision for income taxes................................................................. 230
--------
Net income............................................................................... $ 345
--------
--------
</TABLE>

F-4
<PAGE>
MBW FOODS INC.
(A WHOLLY-OWNED SUBSIDIARY OF MBW INVESTORS LLC)

STATEMENT OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 28, 1997
---------------------
<S> <C>
Cash flows from operating activities:
Net income............................................................................... $ 345
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation and amortization.......................................................... 4,419
Deferred income taxes.................................................................. (515)
Change in assets and liabilities:
Increase in accounts receivable...................................................... (6,959)
Increase in inventories.............................................................. (516)
Increase in prepaid expenses......................................................... (133)
Increase in accrued expenses......................................................... 7,787
Increase in net current deferred tax liability....................................... 550
----------
Net cash used in operating activities...................................................... 4,978

Cash flows from investing activities:
Additions to property, plant and equipment............................................... (524)
Additions to other assets................................................................ (420)
Increase in intangibles acquired......................................................... (107)
----------
Net cash used in investing activities...................................................... (1,051)
----------

Cash flows from financing activities:
Proceeds from long term borrowings....................................................... 100,000
Payment of borrowings.................................................................... (95,000)
Debt issuance costs...................................................................... (4,951)
----------
Net cash provided by financing activities.................................................. 49
----------
Decrease in cash and cash equivalents...................................................... 3,976
Cash and cash equivalents, beginning of period............................................. 8,666
----------
Cash cash equivalents, end of period....................................................... $ 12,642
----------
----------
</TABLE>

F-5
<PAGE>
MBW FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS

NOTE 1--THE COMPANY

ORGANIZATION

MBW Foods Inc. (the "Company"), a newly formed Delaware corporation, is a
privately held food company. The Company commenced operations on December 31,
1996, when it acquired the Mrs. Butterworth's syrup and pancake business from
Conopco, Inc., a subsidiary of Unilever United States, Inc. ("Conopco"). The
Company is a wholly-owned subsidiary of MBW Holdings Inc. ("Holdings"), also a
Delaware corporation. Holdings is wholly-owned by MBW Investors LLC ("MBW LLC"),
a Delaware limited liability company. The Company was initially capitalized with
a capital infusion from Holdings, which was contributed by MBW LLC, and senior
secured debt and senior subordinated debt (Note 5).

After the close of business on December 31, 1996, the Company acquired
substantially all the assets of Mrs. Butterworth's syrup and pancake business
(the "Business") from Conopco. The Company acquired the inventories,
manufacturing equipment and intangible assets of the Business for a purchase
price of $114.1 million. In due course, the Company will relocate the
manufacturing equipment from Conopco's facility.

The acquisition was accounted for by the purchase method of accounting. The
allocation of the purchase price has not been finalized; however, any changes
are not expected to be material. The purchase agreement contains customary
representations, warranties and covenants by Conopco and the Company. The
acquisition was financed by (i) an equity capital contribution from Holdings of
approximately $33.2 million, (ii) $45 million of loans borrowed under a senior
secured credit facility (Note 5), and (iii) $50 million of loans borrowed under
a senior subordinated credit facility (Note 5).

The cost to acquire the Business has been allocated to tangible and
intangible aspects acquired as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Cash paid to acquire Business................................................. $ 114,100
Other acquisition costs....................................................... 3,646
--------------
117,746
Costs assigned to tangible assets............................................. (6,388)
--------------
Costs attributable to intangible assets....................................... $ 111,358
--------------
--------------
</TABLE>

OPERATIONS

The Company produces and markets syrup and pancake mix products that are
sold across the United States. The products are manufactured under co-packing
agreements with Conopco and a third party. The principal trademark under which
products are sold is Mrs. Butterworth's-Registered Trademark-.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

The policies utilized by the Company in the preparation of the financial
statement conform to generally accepted accounting principles and require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities.
Actual amounts could differ from these estimates and assumptions. The Company
uses the accrual basis of accounting in the preparation of its financial
statements.

F-6
<PAGE>
MBW FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FISCAL YEAR

The Company's fiscal year ends on the last Saturday in December. The balance
sheet at December 31, 1996 reflects the acquisition of the Business as of 11:59
p.m. on that date.

CASH

The Company considers all highly liquid financial instruments with a
maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost or market value. Cost is
determined using the first-in, first-out (FIFO) method. Inventories include the
cost of raw materials, packaging and supplies, labor and manufacturing overhead.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost and consists of machinery
and equipment. Depreciation is computed using the straight-line method over the
estimated useful lives of the individual assets of ten years. As of December 31,
1996, there was no accumulated depreciation.

INTANGIBLE ASSETS

Intangible assets include goodwill, the Mrs.
Butterworth's-Registered Trademark- trademark and various other identifiable
intangible assets purchased by the Company. Goodwill and the trademark are
amortized over forty years using the straight-line method. Other intangible
assets are amortized using the straight-line method over periods ranging from
five to twenty years. As of December 31, 1996, there was no accumulated
amortization.

OTHER ASSETS

Other assets consist primarily of deferred loan acquisition costs. Deferred
loan costs will be amortized using the straight-line method over the terms of
the related debt. As of December 31, 1996, there was no accumulated
amortization.

ADVERTISING (UNAUDITED)

Advertising costs are expensed as incurred. Advertising expense for the six
months ended June 28, 1997 was $513,431.

INTERIM FINANCIAL DATA (UNAUDITED)

The interim financial data as of June 30, 1997 and for the six months ended
June 30, 1997 is unaudited; however, in the opinion of the Company, the interim
data includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the interim period.

F-7
<PAGE>
MBW FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVENTORIES

Inventories consist of the following at December 31, 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Raw materials, packaging and supplies............................................... $ 523
Finished goods...................................................................... 659
---------
$ 1,182
---------
---------
</TABLE>

NOTE 4 -- GOODWILL AND OTHER INTANGIBLES

Goodwill and other intangible assets consist of the following at December
31, 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)

<S> <C>
Goodwill......................................................................... $ 64,518
Trademarks....................................................................... 44,500
Other intangibles................................................................ 2,340
-----------
$ 111,358
-----------
-----------
</TABLE>

NOTE 5--LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)

<S> <C>
Senior Secured Debt

Senior secured revolving debt; interest rate of 9.50% at December 31, 1996;
principal due in quarterly installments through December 15, 2001; floating
interest rate at the prime rate plus 1.25% or alternatively, the one, three or
six month Eurodollar rate plus 2.50% payable quarterly or at the termination of
the Eurodollar contract interest period.......................................... $ 30,000

Senior secured term debt; interest rate of 10.00% at December 31, 1996; principal
due in quarterly installments through December 15, 2002; floating interest rate
at the prime rate plus 1.75% or alternatively, the one, three or six month
Eurodollar rate plus 3.00% payable quarterly or at the termination of the
Eurodollar contract interest period.............................................. 15,000

Senior Subordinated Note

Senior subordinated note; interest rate of 12.75% at December 31, 1996; floating
interest rate at the prime rate plus (i) 4.50% through June 29, 1997, (ii) 5.50%
for the period June 30, 1997 through September 29, 1997, and (iii) 6.00% for the
period September 30, 1997 through maturity....................................... 50,000
---------
Total long-term debt......................................................... $ 95,000
---------
---------
</TABLE>

F-8
<PAGE>
MBW FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--LONG-TERM DEBT (CONTINUED)
SENIOR SECURED DEBT

On December 31, 1996, the Company and Holdings entered into a Credit
Agreement (the "Agreement") with several banks for $15 million of senior secured
term debt and a $45 million revolving credit facility. At December 31, 1996, the
Company had an outstanding balance of $30 million under the revolver. The
proceeds from the senior secured term debt, a $30 million draw down of the
revolving credit facility along with a senior subordinated note and contributed
equity capital were used to acquire the Business from Conopco, pay fees and
expenses and fund working capital. The debt is guaranteed by Holdings.

The unused borrowing availability was $15 million at December 31, 1996. The
Agreement requires a commitment fee of 0.50% per annum payable quarterly on the
unused portion of the revolving credit facility. The borrowing availability
increased to $60 million upon payment of the $15 million senior secured term
debt.

The Agreement includes restrictive covenants which limit additional
borrowing, cash dividends, and capital expenditures, while also requiring the
Company to maintain certain financial ratios. The Agreement contains optional
prepayment provisions with no premium. Substantially all the assets of the
Company are pledged as collateral for the debt.

SENIOR SUBORDINATED NOTE

On December 31, 1996, the Company issued a $50 million senior subordinated
note (the "Note") to a bank. The Company can prepay portions of the outstanding
balance of the Note without incurring a premium. The Note includes restrictive
covenants which limit cash dividends, loans and investments and capital
expenditures while also requiring the Company to maintain certain financial
ratios.

See subsequent event discussion at Note 7.

NOTE 6--RELATED PARTY TRANSACTIONS

The Company paid certain members of MBW LLC fees totaling $1.5 million as of
December 31, 1996. The fees were paid for services provided in identifying,
negotiating and consummating the Company's acquisition. The fees are included in
the costs of the acquisition.

On December 31, 1996, Mr. Thomas J. Ferraro, the President of the Company
and Mr. C. Gary Willett, the Executive Vice President of the Company, executed
promissory notes in favor of the Company in exchange for monies borrowed to
assist in the capitalization of their limited liability company interests held
with Investors. The promissory notes mature December 31, 1999 with required
annual payments. Interest is due and payable quarterly at the rate of 8.00% per
annum. The aggregate balance outstanding on the promissory notes as of December
31, 1996 was $110,000. This amount has been recorded as a reduction to common
stock.

NOTE 7--SUBSEQUENT EVENTS

SUBORDINATED DEBT OFFERING

On February 10, 1997, the Company completed a private offering of 9 7/8%
Senior Subordinated Notes due in 2007, with proceeds to the Company totaling
approximately $97 million. These proceeds

F-9
<PAGE>
MBW FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--SUBSEQUENT EVENTS (CONTINUED)
were primarily used to retire the $45 million of senior secured debt and the $50
million senior subordinated note. The repayment of the debt did not result in
any gain or loss as the Company's revolving credit facility remains available.

ACQUISITION (UNAUDITED)

On July 1, 1997, the Company acquired substantially all of the assets of the
Log Cabin syrup business from Kraft Foods, Inc. for a cash purchase price of
$220 million and $8.8 million of fees and expenses. Financing for the
acquisition consisted of (a) $28.3 million of additional equity capital provided
by investors; (b) $40.0 million of term loans and $46.0 million of revolving
loans borrowed under an Amended and Restated Credit Agreement (the "Amended
Agreement"), dated July 1, 1997; (c) $102.5 million in proceeds received from a
private offering of 9 7/8% Senior Subordinated Notes due in 2007; and (d) $12.0
million of cash on hand at the Company.

The Amended Agreement provides for a secured Term Facility in a principal
amount of $40.0 million and a secured Revolving Facility providing for revolving
loans and letters of credit not to exceed $60.0 million (collectively, the
"Credit Facilities"). The letters of credit may not exceed $5.0 million of the
outstanding principal on the Revolving Facility. The Term Facility will have a
final maturity of December 31, 2003, and will be amortized in quarterly payments
of $1.125 million through December 31, 1999 with such quarterly payments
increasing annually in the amount of $250,000 per payment for each year
thereafter until the final maturity date. The Revolving Facility will be
available at any time through the final maturity date on December 31, 2003.

At the Company's option the interest rate for the Credit Facilities will be
either the Eurodollar Rate plus a margin of 2.25% or a Base Rate plus a margin
of 1.25%. The Base Rate is the higher of the Federal Funds Effective Rate plus a
margin of .5% or the Prime Rate for the Revolving Facility, and the higher of
the Federal Funds Effective Rate plus a margin of .5%, the Prime Rate or the
secondary market rate for certificates of deposit plus a margin of 1% for the
Term Facility. In addition, the Company must pay an annual fee equal to .5% on
the undrawn portion of the Revolving Facility and an annual fee equal to the
Eurodollar Rate on the face amount of all outstanding letters of credit.

The Credit Facilities contain a number of covenants that, among other
things, restrict the ability of the Company to incur additional indebtedness,
pay dividends, and enter into leases. In addition, the Company is required to
comply with specified ratios. The Credit Facilities are secured by first
priority equity interests in all capital stock of the Company and the tangible
and intangible assets of the Company.

COMPANY NAME CHANGE (UNAUDITED)

On June 11, 1997, the Company changed its name to Aurora Foods Inc.

F-10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
CONOPCO, Inc.

We have audited the accompanying statement of assets to be acquired as of
December 31, 1995 and 1996 and the statement of operations for the years ended
December 31, 1994, 1995 and 1996 of Mrs. Butterworth's Business, a component of
CONOPCO, Inc. (the "Business"). These financial statements are the
responsibility of CONOPCO, Inc.'s management. Our responsibility is to express
an opinion on these 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 audits 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.

The accompanying financial statements were prepared to present the assets to
be acquired and the results of operations of the Business pursuant to the
purchase agreement between CONOPCO, Inc. and MBW Acquisition Corp. (the "Buyer")
as described in Note 1 and are not intended to be a complete presentation of the
Business's financial position and cash flows.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets to be acquired of the Business as of
December 31, 1996 and the results of its operations for the years ended December
31, 1994, 1995 and 1996, pursuant to the purchase agreement referred to in Note
1, in conformity with generally accepted accounting principles.

Price Waterhouse LLP
San Francisco, California
March 14, 1997

F-11
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

STATEMENT OF ASSETS TO BE ACQUIRED

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Inventories.................................................................................. $ 1,445 $ 829

Machinery and equipment, net of accumulated depreciation
of $1,553 and $1,791........................................................................ 2,619 2,774
--------- ---------

Total assets............................................................................. $ 4,064 $ 3,603
--------- ---------
--------- ---------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-12
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

STATEMENT OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1995 1996
--------- --------- --------- SIX MONTHS
ENDED
JUNE 30, 1996
--------------
(UNAUDITED)

<S> <C> <C> <C> <C>
Net sales..................................................... $ 96,729 $ 91,302 $ 89,541 $ 44,507
Costs and expenses:
Cost of products sold....................................... 29,930 27,743 28,955 13,793
Brokerage and distribution.................................. 8,662 7,583 8,140 4,776
Trade promotions............................................ 21,911 19,380 17,672 8,697
Consumer marketing.......................................... 15,297 13,291 10,835 6,140
Selling, general and administrative......................... 6,829 6,120 6,753 3,376
--------- --------- --------- --------------
Total costs and expenses................................ 82,629 74,117 72,355 36,782
--------- --------- --------- --------------
Net sales less direct and allocated expenses before
taxes................................................. 14,100 17,185 17,186 7,725
Provision for income taxes.................................... 5,429 6,616 6,616 2,974
--------- --------- --------- --------------
Net sales less direct and allocated expenses............ $ 8,671 $ 10,569 $ 10,570 $ 4,751
--------- --------- --------- --------------
--------- --------- --------- --------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-13
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996
(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

In December 1996, CONOPCO, Inc. ("CONOPCO" or the "Company"), a subsidiary
of Unilever United States, Inc., entered into an Asset Purchase Agreement (the
"Agreement") with MBW Acquisition Corp., the predecessor of MBW Foods Inc. (the
"Buyer"). The Agreement provides for the sale of certain assets of CONOPCO
pertaining to its Mrs. Butterworth's Business (the "Business") and the
assumption of certain liabilities relating to future commitments, as defined
(see Note 8). The Business was operated as part of Van den Bergh Foods Company
("Van den Bergh"), a division of the Company. The Business's products, which are
distributed on a national basis, consist of syrup and pancake mix. A significant
portion of the Business's net sales are with major retailers.

The sale was consummated on December 31, 1996, after the close of business
but before the end of the business day. Under the terms of the Agreement,
CONOPCO, Inc. sold to the Buyer certain assets exclusively used in the Business,
as defined in the Agreement, and retains the manufacturing plants, employees and
the retained liabilities, as defined in the Agreement, of the Business.

Throughout the periods covered by the financial statements, the Business's
operations were conducted and accounted for as part of the Company. These
financial statements have been carved out from the Company's historical
accounting records.

Under the Company's centralized cash management system, cash requirements of
the Business were generally provided directly by the Company and cash generated
by the Business was generally remitted directly to the Company. Transaction
systems (e.g., payroll, employee benefits, accounts payable) used to record and
account for cash disbursements were provided by centralized company
organizations outside the defined scope of the Business. Most of these corporate
systems are not designed to track assets/liabilities and receipts/payments on a
business specific basis. Given these constraints and the fact that only certain
assets of the Business were sold, statements of financial position and cash
flows could not be prepared.

The manufacturing and distribution operations of the Business are conducted
at sites where other Company manufacturing and distribution operations not
included in the Business are present. In addition, certain non-manufacturing
operations of the Business share facilities and space with other Company
operations. At these shared sites, only the assets of the Business (inventories
and machinery and equipment) are included in the statement of assets to be
acquired. The Statement of Assets to be Acquired is as of the close of business
on December 31, 1996, immediately prior to the sale.

Net sales in the accompanying statement of operations represent net sales
directly attributable to the Business. Costs and expenses in the accompanying
statement of operations represent direct and allocated costs and expenses
related to the Business. Costs for certain functions and services performed by
centralized Company organizations outside the defined scope of the Business have
been allocated to the Business based on usage or sales of the Business, as
appropriate, compared to total Van Den Bergh usage or sales. The results of
operations include expense allocations for (1) costs for administrative
functions and services performed on behalf of the Business by centralized staff
groups within the Company, (2) research and development expense and (3)
CONOPCO's general corporate expenses including pension and certain other
postretirement benefits costs (see Notes 2, 3 and 5 for a

F-14
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS (CONTINUED)
description of the allocation methodologies employed). CONOPCO maintains all
debt and notes payable on a consolidated basis to fund and manage all of its
operations. Debt and related interest expense were not allocated to the
Business.

All of the allocations and estimates in the statements of operations are
based on assumptions that Company management believes are reasonable under the
circumstances. However, these allocations and estimates are not necessarily
indicative of the costs and expenses that would have resulted if the Business
had been operated as a separate entity or future results of the Business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INCOME RECOGNITION. Sales and related cost of products sold are included in
income and expense, respectively, when products are shipped to the customer.

INVENTORIES. Inventories are priced at the lower of cost or market with cost
determined by the last-in, first-out (LIFO) method.

MACHINERY AND EQUIPMENT (M&E). M&E is stated at historical cost. Alterations
and major overhauls which extend the lives or increase the capacity of M&E are
capitalized. The amounts for property disposals are removed from M&E and
accumulated depreciation accounts and any resultant gain or loss is included in
earnings. Ordinary repairs and maintenance are charged to operating costs.

DEPRECIATION. Van den Bergh calculates depreciation using the straight-line
method over the useful lives of its property and M&E. Depreciation provided in
costs and expenses is allocated to the Business based on sales of the Business
compared to total Van den Bergh sales.

COST OF PRODUCTS SOLD. Cost of products sold includes direct costs of
materials, labor, and overhead and allocated costs for facilities, functions and
services used by the Business at shared sites. Overhead allocations are based on
estimated time spent by employees, relative use of facilities, estimated
consumption of common supplies, and sales of the Business compared to total Van
den Bergh sales.

BROKERAGE AND DISTRIBUTION. Brokerage and distribution includes costs of the
outside brokerage network and outbound freight.

TRADE PROMOTIONS. Trade promotions represents promotional incentives offered
to retailers.

CONSUMER MARKETING. Consumer marketing is comprised of all costs associated
with advertising coupons. Advertising expense is accrued as incurred. Production
costs are expensed on the initial use of the advertisement.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
consists solely of allocated selling, administrative and research and
development expenses. The Business is allocated these expenses based on sales of
the Business compared to total Van den Bergh sales.

INCOME TAXES. The taxable income of the Business was included in the tax
returns of CONOPCO. As such, separate income tax returns were not prepared or
filed for the Business. The provision for income

F-15
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
taxes included in the accompanying statement of operations has been determined
based upon statutory rates applied to pre-tax income.

PENSIONS. The Company has noncontributory defined benefit plans covering
substantially all U.S. employees, including the employees of the Business. The
benefits for these plans are based primarily on employees' years of service and
employees' compensation during the last years of employment. It is the Company's
policy to fund at least the minimum amounts required by the Employee Retirement
Income Security Act of 1974. The Company maintains profit-sharing and savings
plans for full-time employees who meet certain eligibility requirements. The
costs allocated to the Business relative to the aforementioned plans are based
on sales of the Business.

OTHER POST RETIREMENT BENEFITS. The Company provides certain health care and
life insurance benefits (post retirement benefits) to substantially all eligible
retired U.S. employees and their dependents. These benefits are accounted for as
they are earned by active employees. The post retirement costs allocated to the
Business are based on sales of the Business.

ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Also, as
discussed in Note 1, these financial statements include allocations and
estimates that are not necessarily indicative of the costs and expenses that
would have resulted if the Business had been operated as a separate entity or
future results of the Business.

INTERIM FINANCIAL DATA (UNAUDITED). The interim financial data for the six
months ended June 30, 1996 is unaudited; however, in the opinion of the Company,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the interim
period.

3. RELATED PARTY TRANSACTIONS

The statement of operations include significant allocations from other
Company organizations involving functions and services (such as finance and
accounting, management informations systems, research and development, legal,
human resources and purchasing) that were provided to the Business by
centralized CONOPCO organizations outside the defined scope of the Business. The
costs of these functions and services have been allocated to the Business using
methods that CONOPCO's management believes are reasonable. Such allocations are
not necessarily indicative of the costs that would have been incurred if the
Business had been a separate entity. Total cost of products sold includes
$2,656, $3,026 and $2,990 in allocated costs for the years ended December 31,
1996, 1995 and 1994, respectively. Selling, general and administrative expenses
include $6,753, $6,120 and $6,829 of allocated costs for the years ended
December 31, 1996, 1995 and 1994, respectively.

F-16
<PAGE>
MRS. BUTTERWORTH'S BUSINESS

(A COMPONENT OF CONOPCO, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS)

4. PROVISION FOR INCOME TAXES

Taxes computed at the U.S. statutory rates are summarized below:

<TABLE>
<CAPTION>
AMOUNT % AMOUNT % AMOUNT %
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996
-------------------- -------------------- --------------------
Federal.......................................... $ 4,794 34.0 $ 5,843 34.0 $ 5,843 34.0
State (net of federal tax benefit)............... 635 4.5 773 4.5 773 4.5
--------- --- --------- --- --------- ---
Provision for income taxes....................... $ 5,429 38.5 $ 6,616 38.5 $ 6,616 38.5
--------- --- --------- --- --------- ---
--------- --- --------- --- --------- ---
</TABLE>

5. INVENTORIES

<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Raw materials, packaging and supplies............................ $ 269 $ 301
Finished products................................................ 1,317 631
--------- ---------
1,586 932
Adjustment to LIFO basis......................................... (141) (103)
--------- ---------
$ 1,445 $ 829
--------- ---------
--------- ---------
</TABLE>

The Company's application of LIFO is not attributable to individual business
units. Accordingly, the results of applying LIFO have been allocated to the
Business based on relative inventory values. Management believes such
allocations are reasonable, but may not necessarily reflect the cost that would
have been incurred if LIFO had been applied on a business specific basis.

6. COMMITMENTS AND CONTINGENCIES

The Business is currently subject to certain lawsuits and claims with
respect to matters such as product liability and other actions arising in the
normal course of business. Such lawsuits and claims, as defined in the
Agreement, are the responsibility of CONOPCO.

In the normal course of its operations, the Business has informal agreements
with two suppliers to provide the Business with its glass bottle requirements.
These informal agreements contain no specified duration and are subject to price
adjustments. If these agreements were to terminate, the Company expects that the
Business would acquire any on-hand inventory of the suppliers.

7. CASH FLOW INFORMATION

The Company's cash flow information for the years ended December 31, 1994,
1995 and 1996 is as follows:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1994 1995 1996
--------- --------- ---------
Capital expenditures................................................ $ 21 $ 64 $ 470
Depreciation........................................................ 215 311 277
Change in inventory................................................. 935 (634) 654
</TABLE>

F-17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Kraft Foods, Inc.

We have audited the accompanying statements of assets to be acquired of the
Log Cabin Syrup Business (the "Business"), a component of Kraft Foods, Inc. as
of December 28, 1996 and December 30, 1995, and the statements of operations of
the Business for the years ended December 28, 1996, December 30, 1995 and
December 31, 1994. These financial statements are the responsibility of Kraft
Foods, Inc.'s management. Our responsibility is to express an opinion on these
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those statements require that we plan and perform the audits 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.

The accompanying financial statements were prepared to present assets to be
acquired and the results of operations of the Business pursuant to the asset
purchase agreement between Kraft Foods, Inc. and MBW Foods, Inc. as described in
Note 1 and are not intended to be a complete presentation of the Business's
financial position and cash flows.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets to be acquired of the Business as of
December 28, 1996 and December 30, 1995 and the results of its operations for
the years ended December 28, 1996, December 30, 1995 and December 31, 1994, in
conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Chicago, Illinois
August 20, 1997

F-18
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

STATEMENTS OF ASSETS TO BE ACQUIRED

DECEMBER 28, 1996 AND DECEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 28,
1995 1996
---------------- ----------------
<S> <C> <C>
ASSETS
Inventories.................................................................. $ 6,661 $ 6,717
Machinery and equipment, net of accumulated depreciation of $2,415 and
$2,099, respectively....................................................... 8,976 8,238
-------- --------
Total assets........................................................... $ 15,637 $ 14,955
-------- --------
-------- --------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-19
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 30, 1995 AND DECEMBER 28, 1996

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 30, DECEMBER 28,
1994 1995 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Net sales......................................................... $ 115,894 $ 106,330 $ 104,466
Costs and expenses:
Cost of products sold........................................... 35,254 35,804 36,237
Freight and distribution........................................ 7,553 7,620 7,099
Trade promotions................................................ 20,898 23,239 21,355
Consumer marketing.............................................. 7,940 5,478 3,994
Selling, general and administrative............................. 7,863 7,738 7,388
Amortization of goodwill........................................ 1,350 1,350 1,350
-------------- -------------- --------------
Total costs and expenses.................................... 80,858 81,229 77,423
-------------- -------------- --------------
Net sales less direct and allocated expenses
before taxes.................................................... 35,036 25,101 27,043
Provision for income taxes........................................ 14,391 10,461 11,229
-------------- -------------- --------------
Net sales less direct and allocated expenses................ $ 20,645 $ 14,640 $ 15,814
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-20
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

NOTES TO FINANCIAL STATEMENTS

(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

On May 7, 1997, Kraft Foods, Inc. ("Kraft" or the "Company"), entered into
an Asset Purchase Agreement (the "Agreement") with MBW Foods Inc. (the "Buyer").
The Agreement provides for the sale of certain assets of Kraft pertaining to its
Log Cabin Syrup Business (the "Business"). Under the terms of the Agreement,
Kraft Foods, Inc. will sell to the Buyer certain assets (inventory and machinery
and equipment) used in the Business, as defined in the Agreement, and retains
the manufacturing plants, employees and certain liabilities, as defined in the
Agreement, of the Business. The sale was consummated on July 1, 1997.

The Business's products, which are distributed on an international basis,
consist of retail and foodservice syrup products. A significant portion of the
Business's net sales are with major retailers. The accompanying financial
statements represent the results of operations and assets to be acquired of the
Business in the United States and Canada, including export sales, but
specifically excluding the Business in Mexico and the manufacture and sale of
syrups under the Kraft brand name pursuant to a distribution agreement with
Alliant Foodservice, a former indirect wholly-owned subsidiary of Kraft.
Throughout the periods covered by the financial statements, the Business's
operations were conducted and accounted for as part of the Company. These
financial statements have been carved out from the Company's historical
accounting records.

The manufacturing and distribution operations of the Business are conducted
at sites where other Company manufacturing and distribution operations not
included in the Business are present. In addition, certain nonmanufacturing
operations of the Business share facilities and space with other Company
operations. At these shared sites, only the assets of the Business (inventories
and machinery and equipment) are included in the statements of assets to be
acquired.

Under the Company's centralized cash management system, cash requirements of
the Business were generally provided directly by the Company and cash generated
by the Business was generally remitted directly to the Company. Transaction
systems (e.g., payroll, employee benefits, accounts payable) used to record and
account for cash disbursements were provided by centralized Kraft organizations
outside the defined scope of the Business. Most of these corporate systems are
not designed to track assets/liabilities and receipts/payments on a business
specific basis. Given these constraints and since only certain assets of the
Business were sold, statements of financial position and cash flows could not be
prepared.

Net sales in the accompanying statements of operations represent net sales
directly attributable to the Business. Costs and expenses in the accompanying
statements of operations represent direct and allocated costs and expenses
related to the Business. Costs for certain functions and services performed by
centralized Company organizations outside the defined scope of the Business have
been allocated to the Business based on usage or sales of the Business, as
appropriate, compared to total usage or sales. The results of operations include
expense allocations for (1) selling costs for sales and customer service
functions and services performed on behalf of the Business by the centralized
sales group within the Company, (2) fixed manufacturing and distribution costs
of the facilities that produce and store the products of the Business, (3)
research and development expense, (4) administrative costs of the marketing
division responsible for the Business, including finance and accounting, and (5)
certain Kraft marketing and corporate expenses attributable to the Business,
including human resources,

F-21
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS (CONTINUED)
systems, legal, and risk management (see Notes 2 and 4 for a description of the
allocation methodologies employed). Kraft maintains all debt and notes payable
on a consolidated basis to fund and manage all of its operations. Debt and
related interest expense were not allocated to the Business.

The statements of operations of the Business exclude allocations of certain
expenses, primarily related to certain Kraft general corporate expenses.
Expenses not allocated include, but are not limited to, general overhead costs
related to corporate accounting, human resources, legal, systems, and risk
management.

Total cost of products sold includes $2,398, $2,401, and $2,091 in allocated
costs for the years ended December 28, 1996, December 30, 1995 and December 31,
1994, respectively. Freight and distribution expenses include $2,369, $2,597 and
$2,801 of allocated costs for the years ended December 28, 1996, December 30,
1995 and December 31, 1994, respectively. Selling, general and administrative
expenses include $7,388, $7,738 and $7,863 of allocated costs for the years
ended December 28, 1996, December 30, 1995 and December 31, 1994, respectively.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL PERIODS

The Business's fiscal year consists of 52 or 53 weeks, ending on the last
Saturday in December. The year ending December 31, 1994 consisted of 53 weeks.
Each of the years ended December 30, 1995 and December 28, 1996 consisted of 52
weeks.

INCOME RECOGNITION

Sales and related cost of products sold are included in income and expense,
respectively, when products are shipped to the customer.

INVENTORIES

Finished goods inventories are directly attributable to the Business. Raw
materials, packaging and supplies have been allocated to the Business on the
basis of usage during the preceding year. Inventories are priced at the lower of
cost or market with cost determined on a last-in, first-out (LIFO) basis.
Certain distribution and fixed costs have been included in inventory in
accordance with the Uniform Capitalization Rules under the Tax Reform Act of
1986 ("UNICAP") rules.

F-22
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
MACHINERY AND EQUIPMENT

Machinery and equipment in the accompanying statements of assets to be
acquired (the "M&E") is stated at historical cost, net of accumulated
depreciation directly related to that machinery and equipment. Alterations and
major overhauls which extend the lives or increase the capacity of the M&E are
capitalized. The amounts for property disposals are removed from the M&E and
accumulated depreciation accounts and any resultant gain or loss is included in
earnings. Ordinary repairs and maintenance are charged to operating costs.

Depreciation is calculated using the straight-line method over the useful
lives of the M&E. Depreciation expense provided in costs and expenses in the
accompanying statements of operations for the M&E is directly attributable to
the Business. Depreciation expense provided in costs and expenses in the
accompanying statements of operations for the shared facilities is allocated to
the Business based on usage or occupancy of the Business compared to total usage
or occupancy.

COST OF PRODUCTS SOLD

Cost of products sold includes direct costs of materials, labor and overhead
and allocated costs for facilities, functions and services used by the Business
at shared sites. Overhead allocations are based on estimated time spent by
employees, relative use of facilities, estimated consumption of common supplies,
and sales of the Business compared to total Kraft sales.

FREIGHT AND DISTRIBUTION

Freight and distribution expenses include direct outbound freight and direct
and allocated costs related to the warehousing of products of the Business and
are included in cost of products sold.

TRADE PROMOTIONS

Trade promotions are directly attributable to the Business and represent
promotional incentives offered to retailers, including both performance and
non-performance trade deals.

CONSUMER MARKETING

Consumer marketing is directly attributable to the Business and consists
primarily of advertising and coupons. Advertising and promotional costs are
generally expensed as incurred. Production costs are expensed on the initial use
of the advertisement or the initial drop of the coupons. Advertising expense was
$361, $23 and $1,594 for the years ended December 28, 1996, December 30, 1995
and December 31, 1994, respectively.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative consists solely of allocated selling,
administrative and research and development expenses. The Business has allocated
these expenses based on various measures relevant to the expense being
allocated.

F-23
<PAGE>
LOG CABIN SYRUP BUSINESS
(A COMPONENT OF KRAFT FOODS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
AMORTIZATION OF GOODWILL

Goodwill consists of an estimate of goodwill allocable to the Business
arising from Philip Morris's acquisition of General Foods, Inc. in 1985.
Goodwill is amortized over 40 years using the straight-line method.

INCOME TAXES

The taxable income of the Business was included in the tax returns of Philip
Morris. As such, separate income tax returns were not prepared or filed for the
Business. The provisions for income taxes included in the accompanying
statements of operations have been determined on a separate company basis. No
deferred income taxes have been attributed to the Business.

PENSIONS

The Company has noncontributory defined benefit plans covering substantially
all U.S. employees, including the employees of the Business. The benefits for
these plans are based primarily on employees' years of service and employees'
compensation during the last years of employment. It is the Company's policy to
fund at least the minimum amounts required by the Employee Retirement Income
Security Act of 1974. The Company maintains profit-sharing and savings plans for
full-time employees who meet certain eligibility requirements. The service and
interest costs allocated to the Business relative to the aforementioned plans
are based on pensionable earnings of employees directly attributable or
allocated to the Business.