MERKERT AMERICAN CORP, S-1/A, 1998-07-01

MERKERT AMERICAN CORP
S-1/A, 1998-07-01
GROCERIES, GENERAL LINE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
REGISTRATION STATEMENT NO. 333-53419

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

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

MERKERT AMERICAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 5141-02 04-3411833
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

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

490 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
(781) 828-4800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

JAMES L. MONROE
PRESIDENT
MERKERT AMERICAN CORPORATION
490 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
(781) 828-4800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

---------------
Copies to:

STUART M. CABLE, ESQ. ROBERT EVANS III, ESQ.
GOODWIN, PROCTER & HOAR LLP SHEARMAN & STERLING
EXCHANGE PLACE 599 LEXINGTON AVENUE
BOSTON, MASSACHUSETTS 02109-2881 NEW YORK, NEW YORK 10022-6069
(617) 570-1000 (212) 848-4000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

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

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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

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<PAGE>

EXPLANATORY NOTE

This Registration Statement contains a Prospectus relating to an offering in
the United States and Canada (the "U.S. Offering") of an aggregate of
shares of Common Stock (the "Common Stock"), together with separate Prospectus
pages relating to a concurrent offering outside of the United States and
Canada (the "International Offering," and, together with the U.S. Offering,
the "Offering") of an aggregate of shares of Common Stock. The complete
Prospectus for the U.S. Offering follows immediately after this Explanatory
Note. After such Prospectus are the following alternate pages for the
International Offering: a front cover page, a "Certain United States Tax
Consequences to Non-U.S. Holders of Common Stock" section, an "Underwriting"
section and a back cover page. All other pages of the Prospectus for the U.S.
Offering are identical and are to be used for both the U.S. Offering and the
International Offering.

<PAGE>

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

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1998

PROSPECTUS

SHARES
MERKERT AMERICAN CORPORATION
COMMON STOCK

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

All of the shares of Common Stock offered hereby are being sold by
Merkert American Corporation (the "Company"). Of the shares of Common Stock
offered hereby, are being offered for sale initially in the United States
and Canada by the U.S. Underwriters and shares are being offered for sale
initially in a concurrent offering outside the United States and Canada by the
International Managers. The initial public offering price and the underwriting
discount per share will be identical for both offerings. See "Underwriting."

Prior to the Offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price will be
between $ and $ per share. For a discussion relating to factors to be
considered in determining the initial public offering price, see
"Underwriting." Application will be made to list the Common Stock on the New
York Stock Exchange under the symbol "MKR."

SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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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 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................................ $ $ $
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Total(3)................................. $ $ $
</TABLE>
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(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including certain liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $ .
(3) The Company has granted to the U.S. Underwriters and the International
Managers options to purchase up to an additional and shares of
Common Stock, respectively, in each case exercisable within 30 days after
the date hereof, solely to cover over-allotments, if any. If such options
are exercised in full, the total Price to Public, Underwriting Discount and
Proceeds to Company will be $ , $ and $ , respectively. See
"Underwriting."

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as if issued to and accepted by them, subject to approval
of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1998.

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

MERRILL LYNCH & CO.

BT ALEX. BROWN

LEHMAN BROTHERS

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

The date of this Prospectus is , 1998.
<PAGE>

[Map of United States showing territory covered by the Company and the
location of the Company's facilities]

[ART WORK]
[Other art work to be provided by amendment]

Certain persons participating in the Offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock.
Such transactions may include stabilizing, the purchase of Common Stock to
cover syndicate short positions and the imposition of penalty bids. For a
description of these activities, see "Underwriting."
<PAGE>

PROSPECTUS SUMMARY

Unless the context otherwise requires, all references to the "Company" herein
mean Merkert American Corporation, including its subsidiaries, after the
Combination (as defined herein). References to the Company's business prior to
the Combination mean the business of each of Merkert Enterprises, Inc. and
Rogers-American Company, Inc., including each of their respective subsidiaries.
Prior to May 29, 1998, the Company operated under the name Monroe, Inc. See
"The Combination."

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements and
related notes appearing elsewhere in this Prospectus. Unless otherwise
indicated, all share, per share and financial information in this Prospectus
(a) has been adjusted to give effect to the Combination, (b) assumes an initial
public offering price of $ per share, (c) assumes no exercise of the
Underwriters' over-allotment options and (d) does not include shares issuable
upon exercise of outstanding options or reserved for issuance pursuant to the
Company's stock option and incentive plan. See "Underwriting," "Management--
1998 Stock Option and Incentive Plan," and "The Combination."

THE COMPANY

The Company is a leading food brokerage firm providing outsourced sales,
merchandising and marketing services to manufacturers, suppliers and producers
of food products and consumer goods ("Manufacturers"). The Company acts as an
independent sales and marketing representative, selling grocery and consumer
products on behalf of Manufacturers and coordinating the execution of
Manufacturers' marketing programs with retailers and wholesalers ("Retailers").
The Company's principal source of revenues is commissions that it receives from
Manufacturers. The Company's other activities include managing private label
programs on behalf of selected Retailers.

The Company has long-standing relationships with many of its Manufacturers,
including Dean Foods/Birds Eye (41 years), H.J. Heinz (24 years), Minute Maid
(44 years), Ocean Spray (29 years) and Pillsbury (19 years). Key Retailer
relationships include C&S Wholesale Grocers, Inc., Food Lion Supermarkets,
Giant Foods, Hannaford Brothers, Kroger, Publix Supermarkets, Royal Ahold
(including Stop & Shop and Bi-Lo), Safeway, Wakefern (Shop Rite) and Winn-
Dixie. The Company represents more than 750 Manufacturers and more than 145,000
food and non-food stock-keeping units ("SKUs"), and does business with key
Retailers in 22 states.

Since 1994, Rogers and Merkert have acquired and integrated 21 companies,
successfully adding coverage of new geographic markets and expanding
representation of Manufacturers' product offerings within existing markets. The
Company's strategic acquisition plan includes the selection, acquisition and
management of businesses in brokerage market segments, including the retail
food brokerage, food service brokerage and private label brokerage market
segments.

The Company will be the first publicly held food broker in the United States.
The Company is one of the three largest food brokers in the United States and
believes that it is the largest food broker in the eastern United States. The
Company is the only food broker with comprehensive geographic coverage of the
eastern United States and the capability to provide service to the region's
largest Retailers. The eastern United States is the most highly concentrated
retail store region in the United States and represents approximately 43% of
national food store sales. The Company has 34 offices servicing Retailers in 22
states. In 1997, the Company had pro forma combined revenue of approximately
$227.9 million and pro forma as adjusted combined net income of approximately
$9.2 million.

Simultaneously with the consummation of the Offering, the Company will
purchase in separate transactions (collectively, the "Combination") Merkert
Enterprises, Inc., a Massachusetts corporation ("Merkert"), and Rogers-American
Company, Inc., a North Carolina corporation ("Rogers"). Prior to the Offering,
the Company's business was conducted only through Merkert and Rogers. See
"Certain Transactions--Organization of the Company" and "The Combination."
Unless the context otherwise requires, references to the "Company" herein mean
Merkert American Corporation together with Merkert and Rogers after
consummation of the Combination.

3
<PAGE>

INDUSTRY OVERVIEW

The Company estimates, based on information published by industry sources,
that the food brokerage industry in the United States had annual commission
revenues of approximately $6 billion in 1997. Food brokers serve Manufacturers,
Retailers and food service providers. Retail food brokers represent
approximately 3,200 Manufacturers that produce more than 145,000 food and non-
food SKUs, which are sold to approximately 128,000 grocery stores, including
chain and independent supermarkets, convenience stores, wholesale clubs and
other stores ("Grocery Stores") and more than 700 wholesalers nationwide. The
industry includes three types of food brokers, as follows:

Retail Food Brokers. Manufacturers of branded food and non-food products use
retail food brokers as a cost effective alternative to a direct sales force and
rely on retail food brokers to provide local market penetration, integrated
brand and category-management and access to local merchandising data. When a
broker provides full services to a Manufacturer in connection with the sale of
its products to Retailers, the commission generated is generally 3% of the
Manufacturer's net sales to such Retailers. Retail food brokers typically
perform two types of services on behalf of Manufacturers: headquarters
functions and retail store functions.

Headquarters functions include services provided to both Manufacturers and
Retailers at the headquarters level. Retail food brokers conduct business
development activities including sales calls and new product introductions to
Retailers on behalf of Manufacturers. Retail food brokers also assist
Manufacturers in developing, reviewing and executing annual marketing plans.
Other headquarters services include order management, supervision of shelf
space management, coordination of Manufacturers' promotional spending, and
facilitating the resolution of billing issues between Manufacturers and
Retailers. In connection with the implementation of category management at the
Retailers' headquarters level, retail food brokers assist Retailers by
gathering and analyzing demographic, consumer, and store sales information
utilized in the management of product categories as strategic business units.

Retail store functions generally include execution of sales plans for
Manufacturers' products at the store level by assisting in merchandising, shelf
and display management, new store set-ups, implementation of promotional plans,
and placement of point-of-sale coupons, signs and other information. Retail
food brokers also assist Retailers with coupon and advertising programs,
quality assurance and technical training (primarily in relation to prepared
foods). In addition, retail food brokers assist Retailers and Manufacturers in
the collection, analysis and application of retail sales data.

The retail food brokerage industry has been growing as food brokers represent
an increasing percentage of the volume of all commodities (the "ACV") sold
through Grocery Stores. In 1997, the percentage of ACV sold through Grocery
Stores was approximately 55% compared to 45% in 1985. According to Progressive
Grocer, Grocery Store revenues, of which an increasing portion is represented
by food brokers, are generally not adversely affected by economic downturns and
have grown from approximately $292 billion in 1985 to $436 billion in 1997.

The Company believes that the retail food brokerage industry is highly
fragmented and is experiencing significant consolidation. In the past ten
years, the number of food brokerage firms has decreased from 2,500 to 1,100,
while the number of sales representatives employed by such firms increased from
35,000 to 42,000. There are three multi-regional food brokerage firms,
including the Company, each with approximately 3% market share. Additionally,
there are 12 to 15 large regional food brokerage firms in the United States. A
number of the companies in the food brokerage industry, including Merkert and
Rogers, have participated in the trend towards consolidation by acquiring other
food brokerage businesses, generally financing these transactions with debt
and/or deferred payment of a portion of the purchase price.

4
<PAGE>

food brokerage industry is being driven, in part, by the consolidation of
Retailers and Manufacturers and the increasing demand for the application of
more sophisticated information technology on the part of food brokers.

Food Service Brokers. Food service providers include operators of
restaurants, school and hospital cafeterias and other similar establishments.
The food service business also includes prepared meals sold at convenience
stores. Food brokers sell Manufacturers' products to food service providers
through a number of means, including headquarters sales calls and the
representation of Manufacturers' products at trade shows. The food service
segment of the industry has experienced significant growth in recent years as
an increasing percentage of consumer spending for food in the United States has
shifted to meals away from home.

Private Label Food Brokers. Private label food brokers work with
Manufacturers to develop and manage private label programs on behalf of
Retailers. A food broker's responsibilities in connection with a private label
program may include procurement and inventory management and in-store delivery
of private label products. The private label segment has been a substantial
growth segment for Retailers and represented 20% of supermarket food sales in
1997.

BUSINESS STRATEGY

The Company's objective is to become the leading national provider of
outsourced sales, merchandising and marketing services to Manufacturers,
Retailers and food service providers throughout the United States. The
Company's business strategy comprises the following key elements:

Expand Current and Develop New Manufacturer Relationships. The Company seeks
to increase its representation of existing Manufacturers' product lines by
representing Manufacturers' products in new geographic markets and non-
supermarket trade channels, including mass merchandisers, food service
providers, membership warehouses, drug stores and convenience stores. The
Company also seeks to increase the range of products it represents on behalf of
the Manufacturers it currently serves and enter into new relationships with
Manufacturers.

Provide Effective Marketing Support and Valuable Category Management
Technology. The Company's marketing expertise, combined with an information
technology system, allows it to utilize local demographic information and
information about retail store level conditions to understand consumer
purchasing preferences in local markets. As a result, the Company is able to
develop and implement targeted consumer sales promotions for its Manufacturers'
products. The Company also deploys category analysts who use local sales data
to assist Retailers with shelf schematics, category layouts and total store
space management.

Growth Through Strategic Acquisitions. The Company intends to pursue
strategic acquisitions in the food brokerage industry. Since 1994, Merkert and
Rogers have acquired and integrated 21 companies, successfully adding coverage
of new geographic markets and expanding representation of Manufacturers'
product offerings in existing markets. The Company's plans include the
selection, acquisition and management of businesses in the following brokerage
market segments:

. Retail: A key element of the Company's acquisition strategy is to expand
its geographic coverage by acquiring existing retail food brokerage
firms in new geographic markets. The Company also seeks acquisition
candidates that conduct business within the Company's existing territory
and offer the Company the opportunity to expand its representation of
Manufacturers and product categories and its coverage of Retailers
within existing markets. The Company also seeks acquisitions that will
enable it to represent additional product categories and cover
additional distribution channels. In particular, the Company believes
that health and beauty care and general merchandise brokerage and
bakery, deli, meat, seafood, floral and produce brokerage have
significant growth potential. The Company also plans to cover
convenience stores in its strategy, as it believes convenience stores
will account for an increasingly larger portion of food sales as sales
of meal replacements and traditional grocery items continue to grow.

5
<PAGE>

. Food Service: Sales to entities in the food service segment of the food
industry currently represent a small part of the Company's business. The
Company believes that it will be able to expand its operations within
the fragmented food service segment through the acquisition of existing
food service brokers who sell Manufacturers' products to food service
providers.

The Company believes that its acquisition strategy will enable it to:

. Strengthen Market Presence: By expanding its geographic coverage, the
Company will be able to offer Manufacturers more extensive and better
coordinated coverage of Retailers who operate across geographic regions.
As the Company expands the portion of a given Manufacturer's sales it
represents, it will be better positioned to meet Manufacturers' needs by
providing a wide range of services across a broader geographic area.
This will enable Manufacturers to increase the effectiveness of their
marketing programs and reduce the costs associated with managing their
brokerage networks by using fewer food brokerage companies.

. Benefit from Increased Economies of Scale: As the Company expands the
number of Manufacturers and product lines it represents, it expects to
realize certain economies which will result from the low incremental
cost of representing additional Manufacturers and product lines. The
Company also expects to recognize certain economies of scale as the
Company expands its operations to cover a larger geographic region.

. Improve Operating Efficiencies: The Company believes that as it
integrates acquired companies it will be able to eliminate certain
duplicative operations, facilities and personnel. The Company expects to
realize cost savings through the consolidation of certain administrative
functions.

Increase Private Label Brokerage. The Company has a division that specializes
in the development, procurement and inventory management of private label
frozen products, including fruits, vegetables and other products on behalf of
certain Retailers. The Company's private label division currently works in
conjunction with Retailers such as A&P, Price Chopper, Publix and Royal Ahold
(including Stop & Shop and Bi-Lo). The increasing geographic coverage of the
Company will provide the Company with the opportunity to offer private label
services to more Retailers and retail locations.

COMPANY HISTORY

To date, the Company has conducted operations only in connection with the
Combination and the Offering and will purchase Merkert and Rogers in the
Combination.

Merkert has operated as a food broker in the northeastern and mid-Atlantic
regions of the United States since 1950. In 1997, Merkert had total revenues of
approximately $147.4 million, the principal source of which was commissions it
received from Manufacturers. Merkert also manages private label programs on
behalf of selected Retailers. Merkert has grown its revenues through both
internally generated growth and through acquisitions, having acquired and
integrated six smaller food brokers since 1994. In recent years, Merkert has
experienced losses and a working capital deficit. As a result, Merkert's
independent auditor, Arthur Andersen LLP, has qualified its report for the
period ended December 31, 1997 relative to Merkert's ability to continue as a
going concern. After giving effect to the Offering and the expected application
of the net proceeds therefrom, the Company will not have a working capital
deficit. However, there can be no assurance that the Company will be able to
generate sufficient cash flow to meet its future capital requirements or that
the Company will not have a working capital deficit in the future. See "Risk
Factors--Merkert--History of Losses" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Results of Operations--
Merkert" and "--Liquidity and Capital Resources--Merkert."

6
<PAGE>

Rogers has operated as a food broker in the southeastern region of the United
States since 1934. In 1997, Rogers had total revenues of approximately $83.0
million, all of which was derived from commissions it received from
Manufacturers. Rogers has grown its revenues through both internally generated
growth and through acquisitions, having acquired and integrated 15 smaller food
brokers since 1994.

The Company is a Delaware corporation with its executive offices located at
490 Turnpike Street, Canton, Massachusetts 02021. The Company's telephone
number is (781) 828-4800.

7
<PAGE>

THE OFFERING

The offering of shares of the Company's Common Stock in the United
States and Canada (the "U.S. Offering") and the offering of shares of
Common Stock outside the United States and Canada (the "International
Offering") are collectively referred to herein as the "Offering."

<TABLE>
<C> <S>
Common Stock offered by the Company................... shares
Common Stock to be outstanding after the Offering(1).. shares
Use of proceeds....................................... The net proceeds to be
received by the Company
will be used to finance
the cash portion of the
consideration to be paid
in the Combination, to
repay certain
indebtedness of Merkert
and Rogers, to fund
buyouts of certain
obligations of Merkert
and Rogers to make
payments to sellers of
previously acquired
businesses, to repay a
note payable to Monroe &
Company II, LLC which is
attributable to certain
of the Company's
expenses, to fund
buyouts of employment
arrangements of
departing executives of
Merkert, to pay expenses
incurred by Merkert
American Corporation and
each of Merkert and
Rogers and their
respective stockholders
in connection with the
Combination, and for
general corporate
purposes. See "Use of
Proceeds."
Proposed New York Stock Exchange symbol............... MKR
</TABLE>
- --------
(1) Includes and shares of Common Stock to be issued to the stockholders
of Merkert and Rogers, respectively, in connection with the Combination.
Excludes (i) shares of Common Stock issuable upon exercise of
outstanding stock options granted pursuant to the Company's 1998 Stock
Option and Incentive Plan (the "1998 Stock Plan") and (ii) shares of
Common Stock available for future grants under the 1998 Stock Plan. See
"Management--1998 Stock Option and Incentive Plan." At the request of the
Company, the U.S. Underwriters have reserved for sale, at the initial
public offering price, up to 5% of the shares offered hereby to be sold to
certain directors, officers, and employees of the Company and certain
distributors, dealers, business associates and related persons. See
"Underwriting."

RISK FACTORS

Purchasers of Common Stock in the Offering should carefully consider the risk
factors set forth under the caption "Risk Factors" and the other information
included in this Prospectus prior to making an investment decision. See "Risk
Factors."

8
<PAGE>

SUMMARY PRO FORMA COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The Company has conducted operations to date only in connection with the
Combination and the Offering, and will purchase Merkert and Rogers
simultaneously with and as a condition to the consummation of the Offering. For
financial statement presentation purposes, the Company has been designated as
the accounting acquirer. The following table presents summary pro forma
combined financial data of the Company, as adjusted for: (i) the consummation
of the Combination; (ii) certain pro forma adjustments to the historical
financial statements of Merkert and Rogers; and (iii) the consummation of the
Offering and the application of the net proceeds therefrom. The unaudited pro
forma combined financial data set forth do not proport to represent the
Company's combined results of operation or financial position for any future
period. The summary combined financial data set forth below should be read in
conjunction with, and are qualified by reference to, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," the Company's
Unaudited Pro Forma Combined Financial Statements and the Notes thereto and the
Merkert and Rogers financial statements and the Notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
1997 1998
--------------------------- ---------------------
PRO FORMA PRO FORMA
PRO FORMA AS ADJUSTED PRO FORMA AS ADJUSTED
----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATING
DATA (1)(2)(3)(4)(5)
Sales................... $ 43,105 $ 43,105 $12,424 $12,424
Commissions............. 187,259 184,759 44,999 44,499
-------- -------- ------- -------
Revenues................ 230,364 227,864 57,423 56,923
Cost of sales........... 39,027 39,027 11,420 11,420
Selling, general and
administrative
expense................ 177,299 163,557 (2) 42,929 39,538(3)
Depreciation and
Amortization(4)........ 5,978 5,894 1,492 1,471
-------- -------- ------- -------
Operating income........ 8,060 19,368 1,582 4,494
Interest expense........ 2,625 2,625 562 562
Other (income) expense,
net.................... (79) (79) 103 103
-------- -------- ------- -------
Income before income
taxes.................. 5,514 16,840 917 3,829
-------- -------- ------- -------
Net income.............. 3,005 9,176 (494) 2,063
======== ======== ======= =======
Net income per share.... $ $ $ $
======== ======== ======= =======
Shares used in computing
net income
per share(6)...........
======== ======== ======= =======
OTHER FINANCIAL DATA:
EBITDA (7).............. $ 14,117 $ 25,763 $ 2,971 $ 5,862
======== ======== ======= =======
<CAPTION>
AS OF MARCH 31, 1998
PRO FORMA AS
COMBINED(8) ADJUSTED(9)
----------- -----------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA
Working capital
(deficit).............. $(89,771)(10) $ 7,729
Total assets............ 182,749 191,175
Total long term debt,
net of current
portion................ 30,477 30,477
Stockholders' equity.... 28,119 125,619
</TABLE>

9
<PAGE>

FOOTNOTES FOR SUMMARY FINANCIAL DATA

(1) The pro forma combined statements of operating data assume that the
Combination and the Offering took place on January 1, 1997 and are not
necessarily indicative of the results the Company would have obtained had
these events actually occurred on that date or of the Company's future
results.

(2) Gives effect to certain identified cost savings for the twelve months ended
December 31, 1997 that the Company believes would have been realized had
the Combination occurred on January 1, 1997 relating to: (a) the
elimination of salaries, benefits, bonuses and other direct costs of
$13,392 for positions to be eliminated; (b) the elimination of rental and
other office expenses of $1,000 for offices to be closed; and (c) the loss
of revenue resulting from Manufacturer conflicts of $2,500.

(3) Gives effect to certain identified cost savings for the three months ended
March 31, 1998 that the Company believes would have been realized had the
Combination occurred on January 1, 1997 relating to: (a) the elimination of
salaries, benefits, bonuses and other direct costs of $3,141 for positions
to be eliminated; (b) the elimination of rental and other office expenses
of $250 for offices to be closed; and (c) the loss of revenue resulting
from Manufacturer conflicts of $2,500.

(4) Includes $3,600 for the twelve months ended December 31, 1997 and $900 for
the three months ended March 31, 1998 of amortization of goodwill to be
recorded as a result of the Combination computed on the basis described in
the Notes to Unaudited Pro Forma Combined Financial Statements.

(5) Reflects the estimated effective income tax rate of 46% after considering
the non-deductibility of goodwill.

(6) Includes (i) shares to be issued in the Combination to stockholders of
Merkert and Rogers, (ii) shares issued to the management of and consultants
to the Company, and (iii) shares sold in this Offering necessary to pay the
cash portion of the Combination consideration, retire certain indebtedness
relating to bank debt and other obligations of Merkert and Rogers and pay
the expenses of the Offering and the Combination. In addition, shares and
potential dilutive securities used in computing diluted earnings per share
include the dilutive effect of currently outstanding options to purchase
shares of Common Stock and options to purchase shares of Common Stock to
be granted upon consummation of the Offering.

(7) EBITDA represents Earnings Before Interest, Taxes, Depreciation and
Amortization. The Company believes that EBITDA may be useful to investors
for measuring the Company's ability to service debt, to make new
investments and to meet working capital requirements. EBITDA as calculated
by the Company may not be consistent with calculations of EBITDA by other
companies. EBITDA should not be considered in isolation from or as a
substitute for net income (loss), cash flows from operating activities or
other statements of operations or cash flows prepared in accordance with
generally accepted accounting principles or as a measure of profitability
or liquidity.

(8) The pro forma combined balance sheet assumes that the Combination was
consummated on March 31, 1998.

(9) Adjusted for the sale of shares of Common Stock offered hereby and the
application of the net proceeds therefrom. See "Use of Proceeds."

(10) Includes a $53,200 payable, representing the cash portion of the
Combination consideration, $14,600 representing bank indebtedness and
$18,000 relating to indebtedness associated with acquisitions made by
Merkert and Rogers, all of which will be paid from a portion of the net
proceeds from the Offering.

10
<PAGE>

SUMMARY INDIVIDUAL FINANCIAL DATA FOR MERKERT AND ROGERS

(DOLLARS IN THOUSANDS)

The following table presents summary financial data for each of Merkert and
Rogers for each of the three years ended December 31, 1995, 1996 and 1997 and
the three month periods ended March 31, 1997 and 1998 and have not been
adjusted to reflect the anticipated increase in income as reflected in the pro
forma statements of operations. See the Unaudited Pro Forma Combined Financial
Statements and the Notes thereto and the Merkert and Rogers financial
statements and the Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
UNAUDITED
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------------- --------------------
1995 1996 1997 1997 1998
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
MERKERT
Commissions.................. $ 73,336 $ 80,661 $104,274 $ 26,201 $ 24,168
Sales........................ 49,233 44,916 43,105 11,257 12,424
-------- -------- -------- --------- ---------
Revenues................. 122,569 125,577 147,379 37,458 36,592
Operating income (loss)...... 2,434 633 1,373 (1,705) (283)
OTHER FINANCIAL DATA
EBITDA(1).................... 4,566 3,080 5,857 (556) 854
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C>
ROGERS
Commissions......................... $47,496 $63,311 $82,985 $20,025 $20,831
Operating income (loss)............. 3,149 107 4,085 (425) 1,190
OTHER FINANCIAL DATA
EBITDA(1)........................... 4,222 1,753 6,601 211 1,825
</TABLE>
- --------

(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization.The Company believes that EBITDA may be useful to investors
for measuring the Company's ability to service debt, to make new
investments and to meet working capital requirements. EBITDA as calculated
by the Company may not be consistent with calculations of EBITDA by other
companies. EBITDA should not be considered in isolation from or as a
substitute for net income (loss), cash flows from operating activities or
other statements of operations or cash flows prepared in accordance with
generally accepted accounting principles or as a measure of profitability
or liquidity.

11
<PAGE>

RISK FACTORS

The following factors should be carefully considered, together with the
other information in this Prospectus, in evaluating an investment in the
Company. This Prospectus contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those risk factors set forth below as well as those
factors discussed elsewhere in this Prospectus.

ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATION

To date, Merkert and Rogers have operated independently of one another. The
Company intends to operate Merkert and Rogers and subsequently acquired
businesses on a cohesive, but locally oriented, basis. If proper overall
business incentives and controls are not implemented, this locally oriented
operating strategy could result in inconsistent operating and financial
practices and the Company's overall profitability could be adversely affected.
The failure of the Company to integrate successfully the operations of Merkert
and Rogers and subsequently acquired businesses could have a material adverse
effect on the Company's business, financial condition and results of
operations. See "Management" and "Business--Business Strategy." Currently, the
Company has no centralized financial reporting system and initially will rely
on the existing reporting systems of each of Merkert and Rogers. Merkert and
Rogers offer different services, use different capabilities and technologies,
target different clients and have different management styles. Although the
Company believes that there are substantial opportunities to cross-market and
integrate the businesses of Merkert and Rogers, these differences increase the
risk inherent in the integration of the two companies. There can be no
assurance that the Company will be able to integrate successfully the
operations of Merkert and Rogers or institute the necessary Company-wide
systems and procedures to manage successfully the combined enterprise on a
profitable basis or to implement the Company's business and growth strategies.

IMPLEMENTATION OF ACQUISITION STRATEGY; RISKS RELATED TO GROWTH STRATEGY

One of the Company's strategies is to increase its revenues and the markets
it serves through the acquisition of additional food brokerage companies. The
Company expects to spend significant time and effort in expanding its existing
business and identifying, completing and integrating acquisitions. Moreover,
the Company expects to face competition for acquisition candidates which may
limit the number of acquisition opportunities available to the Company and may
result in higher acquisition prices. There can be no assurance that the
Company will be able to identify, acquire or profitably manage additional
companies or successfully integrate such additional companies into the Company
without substantial costs, delays or other problems. In addition, there can be
no assurance that companies acquired in the future will achieve sales and
profitability that justify the investment therein. The Company's inability to
identify appropriate acquisition candidates, to acquire such candidates at
prices acceptable to the Company or to manage such acquired businesses
profitably could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, acquisitions may
involve a number of special risks, including adverse short-term effects on the
Company's reported operating results, Manufacturer representation conflicts,
diversion of management's attention, dependence on retention, hiring and
training of key personnel, risks associated with unanticipated problems or
legal liabilities and amortization of acquired intangible assets, some or all
of which could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business--Business
Strategy."

The Company's growth strategy includes broadening its service and product
offerings, implementing an aggressive marketing plan, and deploying leading
technologies. There can be no assurance that the Company's systems, procedures
and controls will be adequate to support the Company's operations as they
expand. Any future growth also will impose significant added responsibilities
on members of senior management, including the need to identify, recruit and
integrate new senior level managers and executives. There can be no assurance
that such additional management can be identified and retained by the Company.
The inability of the Company to manage its growth or recruit and retain
additional qualified management could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Business Strategy" and "Management."

12
<PAGE>

The Company currently intends to finance future acquisitions by using cash,
bank financing or additional debt or equity financing. There can be no
assurance that the Company will be able to obtain such financing if and when
it is needed or that, if available, such financing will be on terms acceptable
to the Company. Any debt financing will result in additional leverage and any
further equity financing may result in dilution to the Company's stockholders.
In the event that the Company does not have sufficient cash resources, or if
the Common Stock does not maintain a sufficient valuation, or if potential
acquisition candidates are unwilling to accept shares of Common Stock as
consideration, the Company may be unable to implement its acquisition
strategy. The Company is obligated to make payments to the sellers of certain
businesses acquired by Merkert and Rogers, some of which are payable only in
the event that the earnings attributable to any of such businesses exceed
specific thresholds determined at the time of acquisition. The Company may
incur similar obligations with respect to acquisitions completed after the
Offering. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "Business--
Business Strategy."

There can be no assurance that the Company's growth strategy will be
successful or that the Company will be able to generate cash flow sufficient
to fund its operations and to support internal growth. The Company's inability
to achieve internal earnings growth or otherwise execute its growth strategy
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business--Business Strategy."

MANUFACTURER REPRESENTATION CONFLICTS

Certain Manufacturers may not allow food brokers they have engaged to
represent any lines or products such Manufacturers believe to be in
competition with their own line of products in a given market territory.
Manufacturers can be subjective in their definition of a conflict. In
addition, a Manufacturer may object to the Company's private label business or
its representation of another Manufacturer which produces a similar product
for sale in other geographic regions or trade channels. The Company is
sensitive to potential conflicts and must exercise care in determining how to
resolve conflicts and potential conflicts as new food broker businesses are
acquired and as Manufacturers continue to grow, merge and expand into new
product categories and geographic areas. The Combination may result in certain
Manufacturer conflicts, particularly in the mid-Atlantic where Merkert's and
Rogers' operations overlap. The Company may be required, in order to resolve a
conflict, to choose to represent particular lines or products in lieu of
others, and the Company may not select the lines of products that are
ultimately the most successful. The inability of the Company to resolve or
deal with Manufacturer representation conflicts or potential conflicts could
have a material adverse effect on the Company's business, financial condition
and results of operations. In addition, industry practice is that food
brokers' relationships with Manufacturers are governed by contracts which are
typically terminable by either party upon 30 days' notice. In the ordinary
course of business the Company experiences turnover in these relationships as
a result of Manufacturer conflicts or strategic decisions by the Company or a
Manufacturer.

POTENTIAL CHANGES IN INDUSTRY

The food brokerage industry is presently being affected by changes in the
industries of both Manufacturers and Retailers as well as by changes in the
food brokerage industry itself. Consolidation among both Manufacturers and
Retailers has resulted in a competitive advantage for food brokers which can
offer products and services on a regional or national basis and as a
consequence has contributed to the consolidation of the food brokerage
industry. In addition, mass merchandisers such as warehouse clubs and
superstores have experienced significant growth in recent years. Historically,
many mass merchandisers have tended to use fewer brokerage services and,
instead, rely on direct relationships with Manufacturers. These changes in the
food industry marketplace will require the Company to adapt its operations.
There can be no assurance that the Company will be able to adjust to such
industry changes or that the changes the Company undertakes will be effective
and enable the Company to operate its business profitably. The inability of
the Company to make appropriate adjustments in response to these trends could
have a material adverse effect on the Company's business, financial condition
and results of operations.

13
<PAGE>

COMPETITION

The food brokerage industry is highly fragmented and competitive. The
Company's competitors include several large privately held companies and
hundreds of small privately held food brokers. The food brokerage industry is
currently undergoing substantial consolidation. In addition, many
Manufacturers, including some of the Manufacturers served by the Company,
employ sales personnel to sell directly to Retailers and distributors.
Further, food brokers also compete with specialty distributors, wholesalers
and other entities engaged in businesses which provide avenues of distribution
linking Manufacturers, Retailers, food service establishments and/or
consumers. Certain of these competitors may have lower overhead costs than the
Company, have greater financial resources than the Company or have better
knowledge of, or relationships in, local and regional markets which may give
such competitors advantages in offering services and products that are similar
to those of the Company. Consequently, the Company may encounter significant
competition in its efforts to achieve both its acquisition and internal growth
objectives. There can be no assurance that the Company will be successful
against such competition. See "Business--Competition."

DEPENDENCE ON KEY PERSONNEL

The Company will depend on Gerald R. Leonard, Chairman and Chief Executive
Officer, and Douglas H. Holstein, Chief Operating Officer. In addition, the
Company will rely on many of the executives of each of Merkert and Rogers,
whose reputations and relationships with Manufacturers and Retailers have
contributed in large part to the success of Merkert and Rogers, respectively.
Though the Company will be entering into employment agreements with certain
key executives, there can be no assurance that the Company will be able to
retain the services of such executives or any other management or key sales
personnel. A loss of the services of any of these individuals could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Business Strategy" and "Management."

SEASONALITY OF OPERATING RESULTS

Each of Merkert and Rogers has experienced and the Company expects to
continue to experience fluctuations in quarterly revenues and operating
results as a result of seasonal patterns. The Company's business is seasonal
in nature, as many Retailers generate relatively lower revenues in January,
February, July and August. As a result, the Company has historically generated
lower revenues in the first and third quarters of the year. Results of
operations for any particular quarter therefore are not necessarily indicative
of the results of operations for any future period. Future seasonal and
quarterly fluctuations could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

MERKERT - HISTORY OF LOSSES

Merkert incurred a net loss in each of the three years ended December 31,
1995, 1996 and 1997. In addition, Merkert's cash flow from operations and
available borrowings have been insufficient to satisfy its capital
requirements, which are principally to fund obligations to sellers in
connection with previous acquisitions, working capital and income taxes
payable. Merkert's independent auditor, Arthur Andersen LLP, has qualified its
report for the period ended December 31, 1997 relative to Merkert's ability to
continue as a going concern. This going concern qualification was issued as a
result of Merkert's historical working capital deficit. After giving effect to
the Offering and the expected application of the net proceeds therefrom, the
Company will not have a working capital deficit. However, there can be no
assurance that the Company will be able to generate sufficient cash flow to
meet its future capital requirements or that the Company will not have a
working capital deficit in the future. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Results of
Operations--Merkert" and "--Liquidity and Capital Resources--Merkert".

YEAR 2000 ISSUES

The Company recognizes the importance of ensuring that its business
operations are not disrupted as a result of Year 2000 related computer system
and software issues. The Company is working with Manufacturers,

14
<PAGE>

Retailers and other parties with which it does business to coordinate Year
2000 conversion efforts. At the present time, the Company believes that its
computer systems and software are substantially Year 2000 compliant and does
not expect Year 2000 issues to materially affect its products, services,
competitive position or financial performance. However, there can be no
assurance that this will be the case. In addition, the ability of third
parties with whom the Company transacts business to adequately address their
Year 2000 issues is outside the Company's control. Although the Company is
working with Manufacturers, Retailers and other parties, there can be no
assurance that the failure of such third parties to adequately address their
respective Year 2000 issues will not have a material adverse effect on the
Company's business, financial condition and results of operations.

VOTING CONTROL BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS

After giving effect to the Offering, the directors and executive officers of
the Company and their affiliates will beneficially own in the aggregate
approximately % of the outstanding Common Stock (approximately % if the
Underwriters exercise the over-allotment options in full). This percentage
ownership does not give effect to the exercise of options to purchase
shares of Common Stock held by certain of these individuals, which, if
exercised in whole or in part, will further concentrate ownership of the
Common Stock. As a result, these stockholders, if they were to act together,
would have the ability to determine the outcome of the election of the
Company's directors and to approve all other matters requiring approval by a
majority of the stockholders of the Company including, in many cases,
significant corporate transactions, such as mergers and sales of all or
substantially all of the Company's assets. Such concentration of ownership,
together, in some cases, with certain provisions of the Company's Amended and
Restated Certificate of Incorporation and By-laws and certain sections of the
Delaware General Corporation Law, may have the effect of delaying or
preventing a "change in control" of the Company. See "--Anti-takeover Effect
of Certificate of Incorporation and By-law Provisions and Delaware Law,"
"Management--Directors and Executive Officers" and "Principal Stockholders."

ANTI-TAKEOVER EFFECT OF CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS AND
DELAWARE LAW

Certain provisions of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws, certain sections of the
Delaware General Corporation Law and the ability of the Company's Board of
Directors (the "Board of Directors") to issue shares of preferred stock and to
establish the voting rights, preferences and other terms thereof may be deemed
to have an anti-takeover effect and may discourage takeover attempts not first
approved by the Board of Directors, including takeovers which certain
stockholders may deem to be in their best interests. In addition, these
provisions could delay or frustrate the removal of incumbent directors or the
assumption of control by stockholders, even if such removal or assumption of
control would be beneficial to stockholders. Such provisions include, among
other things, a classified Board of Directors serving staggered three-year
terms, the elimination of the absence of cumulative voting for directors and
certain advance notice requirements for stockholder proposals and nominations
for election to the Board of Directors. See "Description of Capital Stock--
Certain Provisions of Certificate and By-laws" and "--Statutory Business
Combination Provision."

POSSIBLE FUTURE SALES OF SHARES

Sales of substantial amounts of Common Stock in the public market after the
Offering pursuant to Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"), or otherwise, or the perception that such sales could
occur, may adversely affect prevailing market prices of the Common Stock and
could impair the future ability of the Company to raise capital through an
offering of its equity securities or to effect acquisitions using shares of
its Common Stock. The shares of Common Stock outstanding prior to the Offering
are and the shares to be issued in the Combination will be "restricted
securities" within the meaning of Rule 144. Unless the resale of such shares
is registered under the Securities Act (including pursuant to registration
rights granted by the Company (see "Certain Transactions")), these shares may
not be sold in the open market until after the first anniversary of the
transaction in which they were acquired, and then only in compliance with the
applicable requirements of Rule 144. See "Shares Eligible for Future Sale."
The Company, the holders of all shares outstanding prior to the Offering and
all stockholders of Merkert and Rogers have agreed with the U.S.
Representatives (as defined herein under the caption "Underwriting"), with
certain exceptions, not to sell or

15
<PAGE>

otherwise dispose of any shares of Common Stock, or any securities convertible
into or exercisable or exchangeable for shares of Common Stock, for a period
of 180 days after the date of this Prospectus without the written consent of
the U.S. Representatives. The Company intends to register additional shares of
Common Stock under the Securities Act after completion of the Offering for
issuance in connection with future acquisitions. These shares generally will
be freely tradeable after their issuance by persons not affiliated with the
Company unless the Company contractually restricts their resale. The Company
also intends to register, soon after the consummation of the Offering, at
least shares of Common Stock issuable pursuant to the 1998 Stock Plan.
Shares of Common Stock issued upon the exercise of options under the 1998
Stock Plan after such registration will be available for sale in the open
market, subject to the Rule 144 and Underwriter lock-up limitations described
above. See "Management--1998 Stock Option and Incentive Plan," "Certain
Transactions," "Shares Eligible for Future Sale" and "Underwriting."

RESTRICTIONS ON PAYMENT OF DIVIDENDS

Following the consummation of the Offering, the Company intends to retain
earnings to finance the growth and development of its business and does not
anticipate paying cash dividends in the foreseeable future. Declaration of any
future dividends will depend upon, among other things, the Company's results
of operations, financial condition, acquisitions, capital requirements, the
terms and provisions of any debt financing agreements, and general business
condition. See "Dividend Policy" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Combined Liquidity and Capital
Resources Following the Combination."

ABSENCE OF PUBLIC MARKET; DETERMINATION OF OFFERING PRICE AND FLUCTUATIONS IN
MARKET PRICE

Prior to the Offering, there has been no public market for the Common Stock.
There can be no assurance that an active trading market will develop after the
Offering or, if developed, that it will be sustained. The initial public
offering price has been determined by negotiation between the Company and the
U.S. Representatives and may not be indicative of prices that will prevail in
the trading market after the Offering. Following the Offering, the trading
price of the Common Stock may be subject to significant fluctuations in
response to variations in the annual or quarterly operating results of the
Company, changes in earnings estimates for the Company by investment analysts,
the failure of the Company to meet such estimates or changes in business or
regulatory conditions affecting the Company, its Manufacturers or Retailers or
its competitors. See "Underwriting" for a description of the factors
considered in determining the initial public offering price.

IMMEDIATE AND SUBSTANTIAL DILUTION TO PURCHASERS IN OFFERING

The initial public offering price is substantially higher than the book
value per share of Common Stock. Accordingly, purchasers in the Offering will
suffer immediate and substantial dilution in the net tangible book value per
share of $ . Additional dilution will occur upon the exercise of outstanding
options to purchase shares of Common Stock granted by the Company to non-
employee members of its Board of Directors and certain of the Company's
employees, including certain members of the Company's management, pursuant to
the 1998 Stock Plan. Under the 1998 Stock Plan, the Company is authorized to
issue options for up to thirteen percent of the number of shares of Common
Stock outstanding from time to time. Upon consummation of the Offering,
shares of Common Stock will be reserved for issuance under the 1998 Stock Plan
( shares of Common Stock will be reserved for issuance under the 1998
Stock Plan if the Underwriters' over-allotment options are exercised in full).
See "Dilution" and "Management--1998 Stock Option and Incentive Plan."

16
<PAGE>

THE COMBINATION

To date, the Company has conducted operations only in connection with the
Combination and the Offering. Simultaneously with the consummation of the
Offering, the Company will purchase each of Merkert and Rogers. In connection
with the Company's purchase of Merkert and Rogers, the Company will amend and
restate its Certificate of Incorporation in order, among other things, to
increase the Company's authorized shares of Common Stock and to authorize a
class of preferred stock, and will declare a stock dividend. Such transactions
are referred to herein collectively as the "Combination." For a description of
the transactions pursuant to which each of Merkert and Rogers will be acquired
by the Company, see "Certain Transactions--Organization of the Company."

The aggregate consideration to be paid by the Company at the closing of the
Combination is $86.3 million, consisting of approximately $53.2 million in
cash (representing approximately % of the net proceeds of the Offering) and
shares of Common Stock (assuming an initial public offering price of $ per
share). If the initial public offering price is other than $ per share, the
number of shares issued to the former stockholders of Merkert and Rogers will
be increased or decreased so that such stockholders receive an aggregate of
approximately $33.1 million of Common Stock valued at the initial public
offering price. However, the total number of shares of Common Stock
outstanding following the Combination will not vary as a result of an initial
public offering price of other than $ per share because the size of the stock
dividend that will be declared by the Company prior to the consummation of the
Combination will increase as the initial offering price increases and decrease
as the initial offering price decreases. As a result, upon the consummation of
the Combination (but without giving effect to the Offering), there will be
outstanding a total of shares of Common Stock. In connection with the
Combination, the Company will repay, in the aggregate, approximately $15.6
million of indebtedness of Merkert and Rogers from the net proceeds of the
Offering. The consideration to be paid by the Company for Merkert and Rogers
was determined by arm's length negotiations between the Company and
representatives of each of Merkert and Rogers, respectively, and was based
primarily on a percentage of the historical revenues and pro forma EBITDA
(earnings before interest, taxes, depreciation and amortization) of each of
Merkert and Rogers. For a more detailed description of these transactions, see
"Certain Transactions--Organization of the Company."

The stockholders of Merkert and Rogers will hold approximately shares of
Common Stock immediately following the Offering and have the right in certain
circumstances to include some or all of their shares of Common Stock in a
registration statement filed by the Company. The Company also intends to
register, soon after the consummation of the Offering, at least shares of
Common Stock issuable pursuant to the 1998 Stock Plan. See "Management--1998
Stock Option and Incentive Plan," "Certain Transactions" and "Shares Eligible
for Future Sale."

17
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common
Stock in the Offering (assuming an initial public offering price of $ per
share), after deducting the underwriting discounts and estimated offering
expenses payable by the Company, will be approximately $ million ($ million
if the Underwriters' over-allotment options are exercised in full). The uses
of such net proceeds will be as follows: (i) approximately $53.2 million will
be used to pay the cash portion of the purchase price for Merkert and Rogers,
(ii) approximately $15.6 million will be used to repay certain indebtedness of
Merkert and Rogers assumed in connection with the Combination (which
indebtedness bears interest at a weighted average interest rate of
approximately 8.5% and has a weighted average maturity of approximately 5
years), (iii) approximately $18.0 million will be used to pay certain
obligations of the Company to certain sellers of previously acquired
businesses, (iv) approximately $ will be used to repay a note payable to
Monroe & Company II, LLC which is attributable to certain of the Company's
expenses, (v) approximately $1.5 million will be used to fund buyouts of
employment arrangements of certain departing executives of Merkert, (vi)
approximately $ will be used to pay expenses incurred by Merkert American
Corporation, and each of Merkert and Rogers and their respective stockholders
in connection with the Combination and (viii) the remaining net proceeds of
approximately $ million will be used for general corporate purposes, which
may include future acquisitions. Until used, the proceeds of the Offering will
be invested in short-term, investment grade, interest-bearing obligations.

DIVIDEND POLICY

The Company intends to retain earnings to finance the growth and development
of its business and for general corporate purposes, including future
acquisitions, and does not anticipate paying cash dividends in the foreseeable
future. Any payment of cash dividends in the future will be at the discretion
of the Board of Directors and will depend upon the financial condition,
capital requirements and earnings of the Company and such other factors as the
Board of Directors may deem relevant. In addition, the Company may in the
future enter into financing arrangements that may place restrictions on the
Company's ability to pay dividends. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

18
<PAGE>

CAPITALIZATION

(DOLLARS IN THOUSANDS)

The following table sets forth the short-term and long-term obligations and
capitalization at March 31, 1998 of the Company on a pro forma combined basis
to give effect to: (i) the proposed amendment and restatement of the Company's
Certificate of Incorporation, (ii) the issuance of 300 shares of Common Stock
to management of the Company after March 31, 1998; (iii) the purchase of
Merkert and Rogers by the Company and the sale or distribution of certain real
estate and non-operating assets and liabilities; and (iv) the Offering and the
application of a portion of the estimated net proceeds therefrom. This table
should be read in conjunction with the Unaudited Pro Forma Combined Financial
Statements of the Company and the Notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
---------------------
PRO FORMA AS
COMBINED ADJUSTED
---------- ----------
<S> <C> <C>
Short-term debt including current portion of long
term debt (1)..................................... $ 33,829 $ 229
========= ==========
Long term debt, less current portion (2)........... $ 30,477 $ 30,477
--------- ----------
Shareholder's equity:
Undesignated preferred stock, 1,000,000 shares
authorized
none issued or outstanding...................... -- --
Common stock, $.01 par value per share,
50,000,000 authorized shares issued and
outstanding pro forma, shares issued and
outstanding pro forma as adjusted (3)........... 19 19
Additional paid in capital....................... 28,100 125,600
Retained earnings................................ -- --
--------- ----------
Total stockholders' equity..................... 28,119 125,619
--------- ----------
Total capitalization............................... $ 58,596 $ 156,096
========= ==========
</TABLE>
- --------
(1) For a description of the Company's debt, see the Notes to Unaudited Pro
Forma Combined Financial Statements and the Notes to the Merkert and
Rogers Financial Statements.

(2) Includes the portion of the estimated amount of acquisition obligations of
Merkert and Rogers to be paid within the next twelve months.

(3) Excludes (i) incentive stock options granted to members of the Company's
management at an exercise price per share equal to the price to the public
in the Offering, (ii) non-qualified stock options granted to certain
members of the Company's management at an exercise price of $ per share
and (iii) options granted to the Company's independent Directors at an
exercise price per share equal to the price to the public in the Offering.
See "Management-1998 Stock Option and Incentive Plan" and "--Option
Grants."

19
<PAGE>

DILUTION

(DOLLARS IN THOUSANDS)

The deficit in pro forma net tangible book value of the Company at March 31,
1998 was approximately $ million, or $ per share of Common Stock. The
deficit in net tangible book value per share represents the amount of the
Company's stockholder's equity, less the intangible assets, divided by the
number of shares of Common Stock issued and outstanding after giving effect to
the purchase of Merkert and Rogers by the Company. Net tangible book value
dilution per share represents the difference between the amount per share paid
by purchasers of shares of Common Stock in the Offering and the pro forma net
tangible book value per share of Common Stock immediately after completion of
the Offering. After giving effect to the sale of shares of Common Stock by
the Company in the Offering and the application of the estimated net proceeds
therefrom, the pro forma net tangible book value of the Company as of March
31, 1998 would have been or per share. This represents an immediate
increase in pro forma net tangible book value of per share to
stockholders as of March 31, 1998, and an immediate dilution in pro forma net
tangible book value of per share to purchasers of Common Stock in the
Offering. The following table illustrates the dilution per share:

<TABLE>
<CAPTION>
<S> <C>
Initial public offering price per share............................ $
Pro forma deficit in net tangible book value per share before the
Offering........................................................ $ ( )
Increase in pro forma net tangible book value per share
attributable to new investors...................................
Pro forma net tangible book value per share after the Offering.....
Dilution per share to new investors................................ $
</TABLE>

The following table sets forth, on a pro forma basis to give effect to the
Combination as of March 31, 1998, the number of shares of Common Stock
purchased from the Company, the aggregate cash consideration paid and the
average price per share paid to the Company:

<TABLE>
<CAPTION>
SHARES PURCHASED
------------------- TOTAL CONSIDERATION AVERAGE PRICE
NUMBER PERCENT AMOUNT PER SHARE
-------- -------- ------------------- -------------
<S> <C> <C> <C> <C>
Existing Shareholder.... $
New Investors...........
-------- -------- ---------
Total................. -- $
======== ======== =========
</TABLE>

20
<PAGE>

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

This Prospectus contains, in addition to historical information, forward-
looking statements that involve risks and uncertainties. The Company's actual
results could differ significantly from the results discussed in the forward-
looking statements. Factors that could cause or contribute to such differences
include those discussed in "Risk Factors" as well as those discussed elsewhere
in this Prospectus. The following discussion and analysis should be read in
conjunction with the Company's unaudited pro forma combined financial
statements and Merkert's and Rogers' respective financial statements and
related notes thereto presented elsewhere in this Prospectus.

INTRODUCTION

The Company is a leading food brokerage firm providing outsourced sales,
merchandising and marketing services to Manufacturers. The Company acts as an
independent sales and marketing representative, selling grocery and consumer
products on behalf of Manufacturers and coordinating the execution of
Manufacturers' marketing programs with Retailers. The Company's principal
source of revenue is commissions it receives from Manufacturers. The Company's
other activities include managing private label programs on behalf of selected
Retailers.

To date, the Company has conducted operations only in connection with the
Combination and the Offering and will purchase Merkert and Rogers in the
Combination. Prior to the Combination, Merkert and Rogers have operated
throughout the periods presented as independent, privately-owned entities. For
financial reporting purposes, the Company is presented as the acquiror of
Merkert and Rogers.

Merkert, headquartered in Canton, Massachusetts, was founded in 1950 and is
one of the three largest food brokers in the northeastern United States.
Merkert operates 12 offices throughout New England, New York, and the mid-
Atlantic, from Maine west to Ohio and south to Virginia. Rogers, headquartered
in Charlotte, North Carolina, was founded in 1934 and is one of the three
largest food brokers in the southeastern United States. Rogers operates 22
offices throughout the southeastern and mid-Atlantic United States.

The Company has long-standing relationships with many of its Manufacturers
and represents more than 750 Manufacturers. Industry practice is that food
brokers' relationships with Manufacturers are generally governed by contracts
which are typically terminable by either party upon 30 days' notice. In the
ordinary course of business the Company experiences turnover in these
relationships as a result of Manufacturer conflicts or strategic decisions by
the Company or a Manufacturer. Additionally, the Company currently estimates
that a loss in revenues of approximately $2.5 million will be incurred as a
result of Manufacturer conflicts associated with the Combination. However,
there can be no assurance that additional losses in revenue will not be
incurred as a result of potential Manufacturer conflicts associated with the
Combination.

ACQUISITION HISTORY

The food brokerage industry has experienced significant consolidation as the
number of food brokerage firms has decreased from 2,500 to 1,100 over the past
ten years. There are 12 to 15 large regional firms, which have emerged as the
result of acquiring competitors. A number of the companies in the food
brokerage industry, including Merkert and Rogers, have participated in the
trend towards consolidation by acquiring other food brokerage businesses,
generally financing these transactions with debt and/or deferred payment of a
portion of the purchase price.

As part of their business development, both Merkert and Rogers have been
active in pursuing acquisition opportunities. Since 1995, each of Merkert and
Rogers has completed several acquisitions, although their respective
acquisition strategies resulted in different operational outcomes.

Merkert has focused on larger acquisitions within its existing markets which
have given it the opportunity to consolidate operations and achieve greater
efficiencies. Merkert, based on its analysis of the Manufacturer

21
<PAGE>

relationships of acquisition candidates, selected what it viewed as the
strongest on-going relationships between Manufacturers it represented and
Manufacturers represented by the acquired companies.

Since the beginning of 1995, Merkert has completed five asset acquisitions
of food brokerage companies, including the asset purchases of Food Service
Sales in metropolitan New York (January 1995), ABD Sales, Inc. in metropolitan
New York ("ABD") (October 1996), DelGrosso, Richardson-Morrison, Inc. in the
mid-Atlantic region ("DRM") (October 1996), JP Luciano, Inc. and Luciano Food
Brokers, Inc. in upstate New York ("Luciano") (January 1997) and Toomey-
DeLong, Inc. ("T-D") in New England (January 1997) . DRM was the only
acquisition outside an existing territory of Merkert.

Merkert has achieved cost savings through the consolidation of its
acquisitions within its existing markets by eliminating duplicate offices and
combining sales and administrative organizations. These acquisitions have
allowed Merkert to further penetrate its existing markets.

Rogers has focused on the expansion of its geographic coverage. Rogers'
acquisitions have generally represented opportunities for entry into
territories not previously covered by Rogers. Rogers' acquisition program has
been driven by a strategy designed to ensure that it is capable of
representing its most significant Retailers in all the territories these
Retailers serve as they expand.

Since the beginning of 1995, Rogers has completed ten significant
acquisitions of food brokerage companies including, among others, Clarke &
Wittekind in Tennessee (March 1995), Dopson-Hicks in Florida (November 1995),
G.B.S. (October 1996) and Fitzwater (November 1996) in the mid-Atlantic
region, Sales Support in South Carolina (November 1996) and Marketing
Performance, Inc. in Alabama (November 1996).

Rogers has been able to achieve significant growth in revenues as a result
of capturing new business from existing Manufacturers in new territories
acquired. Because many of Rogers' acquisitions have been in new territories,
Rogers has not had the same degree of cost saving opportunities through
consolidation as Merkert. This is discussed more fully in "Results of
Operations--Rogers."

RESULTS OF OPERATIONS

The following defined terms are used in conjunction with both Merkert's and
Rogers' discussion of operating results.

Revenues. Revenues are derived mainly from commissions earned from
Manufacturers based on the Manufacturers' invoices to Retailers for products
sold. Commissions are usually expressed as a percentage of the invoice as
agreed by contract between the Manufacturer and broker. Commission rates
typically range from 3% for full brokerage services to 1% for retail-only
services. Merkert also derives revenues, referred to as "Sales," from the sale
of products including private label packaging materials and frozen products,
including fruits and vegetables, to certain Retailers, and other products for
certain Manufacturers. See "Business-- Services and Operations."

Cost of sales. Cost of sales are primarily the direct cost of private label
products sold by Merkert, such as the cost of packaging and frozen vegetables
purchased from suppliers.

Selling, general and administrative expenses. Selling expenses are
predominately comprised of salaries, fringe benefits and incentives for
personnel directly involved in providing services to Manufacturers and
Retailers. Other selling expenses include, among other things, automobiles
utilized by the sales personnel, promotional expenses, and travel and
entertainment. General and administrative expenses consist primarily of
salaries and fringe benefits for administrative and corporate personnel,
occupancy and other office expenses, information technology, communications
and insurance.

22
<PAGE>

Depreciation and amortization expenses. Depreciation and amortization
expenses relate to intangible assets including goodwill incurred and
noncompete agreements entered into in connection with the Company's
acquisition program and property, plant and equipment.

Following the Combination, the Company expects to achieve certain savings as
a result of its consolidation of operations in geographic areas where Merkert
and Rogers both have operations. Certain of these savings are reflected in the
pro forma combined statement of operations.

RESULTS OF OPERATIONS--MERKERT

The following table sets forth the results of operations of Merkert on a
historical basis. The historical results of Merkert discussed below do not
reflect the operations of Rogers or the effect of any pro forma adjustments.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
(DOLLARS IN THOUSANDS) ----------------------------------------------- -----------------------------------
1995 1996 1997 1997 1998
-------------- -------------- --------------- ----------------- -----------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commissions............. $73,336 $80,661 $104,274 $ 26,201 $ 24,168
Sales................... 49,233 44,916 43,105 11,257 12,424
------- ----- ------- ----- -------- ----- -------- ------ -------- ------
Revenues................ 122,569 100.0% 125,577 100.0% 147,379 100.0% 37,458 100.0% 36,592 100.0%
Cost of sales........... 45,615 37.2 41,890 33.4 39,027 26.5 10,467 27.9 11,420 31.2
Selling expenses........ 45,717 37.3 52,510 41.8 69,913 47.4 19,181 51.2 16,144 44.1
General and
administrative......... 26,671 21.8 28,097 22.4 32,582 22.1 8,366 22.3 8,174 22.3
Depreciation and
amortization........... 2,132 1.7 2,447 1.9 4,484 3.0 1,149 3.1 1,137 3.1
------- ----- ------- ----- -------- ----- -------- ------ -------- ------
Operating income
(loss)................. 2,434 2.0 633 0.5 1,373 0.9 (1,705) (4.6) (283) (0.8)
Interest expense........ 1,660 1.4 2,283 1.8 5,010 3.4 1,222 3.3 1,129 3.1
Other (income) expense.. (33) 0.0 (380) (0.3) (79) (0.1) 27 0.1 103 0.3
------- ----- ------- ----- -------- ----- -------- ------ -------- ------
Income (loss) before
income taxes........... 807 0.7 (1,270) (1.0) (3,558) (2.4) (2,954) (7.9) (1,515) 4.1
Provision (benefit) for
income taxes........... 1,268 1.0 804 0.6 (109) (0.1) 40 (0.1) 100 0.03
------- ----- ------- ----- -------- ----- -------- ------ -------- ------
Net income (loss)....... $ (461) (0.4) (2,074) (1.7) (3,449) (2.3) (2,994) (8.0) (1,615) (4.4)
Preferred stock
dividend............... 445 0.4 445 0.4 445 0.3 111 0.3 100 0.3
------- ----- ------- ----- -------- ----- -------- ------ -------- ------
Net income available to
common shareholders.... $ (906) (0.7)% $(2,519) (2.0)% $ (3,894) (2.6)% $ (3,105) 8.3% $ (1,715) (4.7)%
======= ===== ======= ===== ======== ===== ======== ====== ======== ======
</TABLE>

Note: Merkert derives its Sales primarily from sales of private label
products, price marking devices and bio-degreasers. Cost of Sales is directly
related to this activity. Selling expenses relate to Merkert's commission
revenues.

Merkert results for the first quarter of 1998 compared to the first quarter of
1997:

Revenues. Revenues decreased by $0.9 million, or 2.3%, from $37.5 million in
the first quarter of 1997 to $36.6 million in the first quarter in 1998.
Revenues from commissions decreased by $2.0 million, or 7.8%, from $26.2
million in the first quarter of 1997 to $24.2 million in the first quarter of
1998. The decrease is primarily due to the impact of a discontinued
merchandising operation, which had been established in 1995 to serve one
specific Retailer and which was shut down in October 1997, and decreases due
to lost business, principally in the mid-Atlantic region, including one major
Manufacturer which switched to retail-only brokerage service in 1997, but has
since returned to a hybrid brokerage service relationship in 1998. Sales of
products increased by $1.2 million, or 10.4%, from $11.3 million in the first
quarter of 1997 to $12.4 million in the first quarter of 1998 primarily as a
result of the growth of a major customer of private label frozen foods.

Selling, general and administrative expenses. Selling expenses, principally
related to payroll, auto and related costs, decreased by $3.0 million, or
15.8%, from $19.2 million in the first quarter of 1997 to $16.1 million in the
first quarter of 1998 due to reductions in personnel associated with the
synergies achieved from the

23
<PAGE>

acquisitions in overlapping geographic areas which were made in late 1996 and
early 1997. Administrative expenses decreased by $0.2 million, or 2.3%, from
$8.4 million in the first quarter of 1997 to $8.2 million in the first quarter
of 1998, also due to the personnel reductions noted above. The full effects of
the reduction of payroll were not experienced until the second half of 1997.
As a percentage of revenues, selling, general and administrative expenses
decreased from 73.5% in the first quarter of 1997 to 66.4% in the first
quarter of 1998. Merkert's practice with respect to acquisitions is to achieve
efficiencies through the reduction of costs associated with redundant
administrative and other functions and the leveraging of Merkert's information
technology, purchasing power and other strengths.

Depreciation and amortization. Depreciation and amortization remained
consistent between quarters.

Interest expense. Interest expense remained consistent between quarters.

Income (loss) before income taxes. The loss before income taxes decreased by
$1.4 million, or 48.7% from ($3.0) million in the first quarter of 1997 to
($1.5) million in the first quarter of 1998 mainly due to the benefits derived
from the payroll reduction discussed above.

Provision (benefit) for income taxes. Provision for income taxes represents
a net provision of $0.1 million in the first quarter of 1998.

Net income (loss). Net loss decreased by $1.4 million, or 46.1%, from ($3.0)
million in the first quarter of 1997 to ($1.6) million in the first quarter of
1998. The first quarter is historically Merkert's weakest quarter due to the
factors discussed in "Seasonality; Fluctuations in Quarterly Operating
Results" below.

Preferred stock dividends. Preferred stock dividends paid to Merkert's
Employee Stock Ownership Plan ("ESOP") totalled $0.1 million in the first
quarter of 1998. These dividends are a direct charge to retained earnings and
do not impact the net loss as reported.

Net income (loss) applicable to common stockholders. The loss applicable to
common stockholders decreased $1.4 million, or 44.8% from ($3.1) million in
the first quarter of 1997 to ($1.7) million in the first quarter of 1998.

Merkert results for 1997 compared to 1996:

Revenues. Revenues increased by $21.8 million, or 17.4% from $125.6 million
in 1996 to $147.4 million in 1997. Revenues from commissions increased by
$23.6 million, or 29.3% from $80.7 million to $104.3 million, substantially
all of which is attributable to acquisitions consummated in late 1996 and
early 1997 net of account resignations associated with product conflicts
related to the acquired companies. Sales of products decreased by $1.8
million, or 4.0%, from $44.9 million in 1996 to $43.1 million in 1997
primarily as a result of a major Retailer choosing to manage its private label
frozen vegetable program internally in the fourth quarter of 1996.

Selling, general and administrative expenses. Selling expenses, principally
related to payroll, auto and related costs, increased by $17.4 million, or
33.1%, from $52.5 million in 1996 to $69.9 million in 1997 due to increased
personnel associated with the acquisitions. General and administrative
expenses increased by $4.5 million, or 16.0%, from $28.1 million in 1996 to
$32.6 million in 1997 also due principally to costs associated with the full
year effect of the acquisitions.

1997 was devoted to the integration of these acquisitions into Merkert's
operating system. Included in these activities was the reduction of selling,
general and administrative expenses in connection with Merkert's metropolitan
New York operations. The Boerner Division, which operated as one of three
separate Merkert Divisions in the metropolitan New York area following the ABD
acquisition, was merged into Merkert's remaining two metropolitan New York
divisions. Additionally, Merkert undertook staff reductions in the mid-
Atlantic region in response to competitive conditions.

24
<PAGE>

Annualized payroll was reduced by $12.0 million, or 18.5%, from $65.0
million in January 1997 to $53.0 million in December 1997 as a result of these
efforts as well as the discontinuation of the merchandising operation. As the
changes were made over the course of the year, the historical periods do not
reflect the full effect of the implementation of these cost-saving
initiatives. Selling, general and administrative expenses in 1997 also reflect
the impact of approximately $1.0 million of restructuring costs associated
with severance of personnel and the elimination of duplicate offices as a
result of these acquisitions.

Depreciation and amortization. Depreciation and amortization increased by
$2.0 million, or 83.2%, from $2.4 million in 1996 to $4.5 million in 1997,
primarily as a result of the amortization of goodwill and other intangible
assets associated with acquisitions.

Interest expense. Interest expense increased by $2.7 million from $2.3
million in 1996 to $5.0 million in 1997, due mainly to interest expense
related to obligations to sellers in connection with acquisitions. Interest
expenses associated with the revolving line of credit and Merkert's real
estate mortgage increased by $0.6 million due to increased borrowings to fund
working capital as well as a new corporate headquarters which was completed
late in 1997.

Income (loss) before income taxes. The loss before income taxes increased by
$2.3 million from ($1.3) million in 1996 to ($3.6) million in 1997, mainly due
to the effects of the charges for amortization and interest associated with
the acquisitions.

Provision (benefit) for income taxes. Provision for income taxes represented
a benefit of ($0.1) million in 1997 versus a $0.8 million provision in 1996.
The 1996 provision resulted from an increase in the valuation allowance of
$1.6 million for deferred tax assets not likely to be realized, as well as to
permanent non-deductible expenses, principally related to travel and
entertainment expenses.

Net income (loss). The net loss increased by $1.4 million, or 66.3%, from
($2.1) million in 1996 to ($3.4) million in 1997 due to the significant
increase in acquisition-related amortization, interest expense and other
factors as discussed above.

Preferred stock dividends. Preferred stock dividends paid to participants in
the ESOP totalled $0.4 million in 1996 and 1997. These dividends are a direct
charge to retained earnings and do not impact the net loss as reported.

Net income (loss) applicable to common stockholders. The net loss applicable
to common shareholders increased by $1.4 million, or 54.6%, from ($2.5)
million in 1996 to ($3.9) million in 1997 as "Net income (loss)" and "Net
income (loss) available to common stockholders" differ only by the direct
retained earnings charge for the preferred dividend.

Merkert results for 1996 compared to 1995:

Revenues. Revenues increased by $3.0 million, or 2.5% from $122.6 million in
1995 to $125.6 million in 1996. Revenues from commissions increased by $7.3
million or 10.0% from $73.3 million in 1995 to $80.7 million in 1996 primarily
resulting from acquisitions consummated in late 1996, including ABD in New
York and DRM in the mid-Atlantic region. These acquisitions represent 82% of
the increase. Internal growth represents the balance of the increase. Sales of
products decreased by $4.3 million, or 8.8%, from $49.2 million in 1995 to
$44.9 million in 1996 primarily as a result of the loss of a private label
frozen vegetable program due to a major Retailer choosing to manage their
program internally.

Selling, general and administrative expenses. Selling expenses principally
related to payroll, auto and related costs, increased by $6.8 million, or
14.9%, from $45.7 million in 1995 to $52.5 million in 1996 due to increased
personnel associated with the acquisitions. General and administrative
expenses increased by $1.4 million, or 5.3%, in 1995 to $28.1 million in 1996
also due principally to costs associated with the acquisitions in the fourth
quarter of 1996. As a percentage of revenue, selling, general and
administrative expenses increased from 59.1% in 1995 to 64.2% of revenue in
1996.

25
<PAGE>

Depreciation and amortization. Depreciation and amortization increased by
$0.3 million, or 14.8%, from $2.1 million in 1995 to $2.4 million in 1996,
largely due to the amortization of goodwill and other intangible assets
associated with the acquisitions.

Interest expense. Interest expense increased by $0.6 million, or 37.5%, to
$2.3 million in 1996, due mainly to interest expense associated with Merkert's
revolving line of credit to fund working capital.

Income (loss) before income taxes. The loss before taxes decreased by $2.1
million from income before taxes of $0.8 million in 1995 to a loss before
income taxes of ($1.3) million in 1996 mainly due to the effects of the
additional operating costs associated with the acquisitions.

Provision (benefit) for income taxes. The provision for income taxes
decreased by $0.5 million from $1.3 million in 1995 to $0.8 million in 1996.
The 1996 provision, despite the loss before income taxes, is due to the $1.1
million increase in the valuation allowance.

Net income (loss). Net loss increased by $1.6 million from ($0.5) million in
1995 to ($2.1) million in 1996.

Preferred stock dividend. The required dividend was $0.4 million in both
periods.

Net income (loss) applicable to common stockholders. The loss applicable to
common stockholders was $0.9 million in 1995 and $2.5 million in 1996.

LIQUIDITY AND CAPITAL RESOURCES -- MERKERT

At March 31, 1998, Merkert's working capital deficit was $22.8 million,
compared to $25.0 million and $17.4 million at December 31, 1997 and 1996,
respectively. Merkert's principal capital requirements are to fund its
obligations to sellers in connection with its previous acquisitions, its
working capital and its obligation relating to income taxes payable.
Historically, these requirements have been met by cash flows generated from
operations and borrowings under bank credit facilities. Merkert's independent
auditor, Arthur Andersen LLP, has qualified its report for the period ended
December 31, 1997 relative to Merkert's ability to continue as a going
concern. This going concern qualification was issued as a result of a
historical working capital deficit of Merkert. After giving effect to the
Offering and the expected application of the net proceeds therefrom, the
Company will not have a working capital deficit. However, there can be no
assurance that the Company will be able to generate sufficient cash flow to
meet its future capital requirements or that the Company will not have a
working capital deficit in the future.

Net cash provided by (used in) operating activities for the first quarter of
1998 and the three years ended 1997, 1996 and 1995 were $(2.7) million, $3.5
million, $4.1 million and $6.2 million, respectively. The 1998 change was
principally due to increases in accounts receivable from increases in revenue.
The changes in cash from operations in 1997, 1996, and 1995 were due to
decreases in accounts receivable resulting from improved collections and
increases in accounts payable and accrued expenses associated with its higher
operating volume.

Net cash provided by (used in) investing activities for the first quarter of
1998 and the three years ended 1997, 1996 and 1995 were $0.1 million, $(7.3)
million, $(4.7) million and $(1.3) million, respectively. Additions to
property, plant and equipment, including a new corporate headquarters
completed in late 1997, were $7.3 million, $3.4 million and $1.4 million in
1997, 1996 and 1995, respectively. Initial cash payments for acquisitions were
$0.7 million and $1.4 million in 1997 and 1996, respectively.

Net cash provided by (used in) financing activities for the first quarter of
1998 and the three years ended 1997, 1996 and 1995 were $2.4 million, $3.9
million, $(0.5) million and $(2.8) million, respectively. The 1998 cash
provided by financing activities relates to the refinancing of the mortgage
debt in February 1998. The 1997 cash provided by financing activities relates
to borrowings under Merkert's credit facility to fund working capital of $4.5
million and increases in the mortgage of $3.4 million to fund the construction
of Merkert's new corporate
headquarters, offset by payments on notes payable of $2.5 million, $0.6
million of redemptions of preferred stock

26
<PAGE>

from the ESOP and stock repurchases from former officers of Merkert of $1.5
million. 1996 and 1995 cash provided by financing activities relates primarily
to the repurchase of stock and repayment of notes payable.

RESULTS OF OPERATIONS--ROGERS

The following table sets forth the results of operations of Rogers on a
historical basis. The historical results of Rogers discussed below do not
reflect the operations of Merkert or the effect of any pro forma adjustments.

Rogers results for the first quarter of 1998 compared to the first quarter of
1997:

Revenues. Commission revenues increased $0.8 million, or 4.0%, from $20.0
million for the first quarter of 1997 to $20.8 million for the first quarter
of 1998. This increase is due to growth from both business gained from
Manufacturers not previously represented by Rogers and from expansion of
business with Manufacturers already represented by Rogers.

Selling, general and administrative expenses. Selling expenses, principally
related to payroll, decreased $0.8 million, or 5.1%, from $16.6 million for
the first quarter of 1997 to $15.8 million for the first quarter of 1998. This
decrease is due to cost savings achieved through the integration of
acquisitions. General and administrative expenses remained consistent between
the first quarter of 1997 and the first quarter of 1998. Salaries and related
expenses declined as a percentage of commission revenues from 65.9% in the
first quarter of 1997 to 59.5% in the first quarter of 1998.

Depreciation and amortization. Depreciation and amortization remained
consistent between quarters.

Interest expense. Interest expense remained consistent between quarters.

Income (loss) before taxes. Income before taxes increased by $1.6 million
from a loss of ($1.1) million for the first quarter of 1997 to income of $0.5
million for the first quarter of 1998. This increase is due to internal growth
in commission revenues coupled with the integration of acquisitions into
Rogers.

Provision (benefit) for income taxes. Provision for income taxes increased
by $0.9 million from a benefit of ($0.6) million for the first quarter of 1997
to $0.3 million for the first quarter of 1998. This increase is due to the
corresponding increase in income before taxes.

Net income (loss). Net income increased by $0.7 million, from a loss of
($0.5) million for the first quarter of 1997 to income of $0.2 million for the
first quarter of 1998. This increase is due to the corresponding increase in
income before taxes.

Rogers results for 1997 compared to 1996:

Revenues. Commission revenues increased by $19.7 million, or 31.1%, from
$63.3 million in 1996 to $83.0 million in 1997. Approximately $13.0 million of
the increase is due to acquisitions made in late 1996,

27
<PAGE>

mainly in the mid-Atlantic region (Fitzwater and G.B.S.). The balance of the
increase, $6.7 million, is due to revenue growth from both new Manufacturers
and existing Manufacturers represented. This represents an internal growth
rate of 10.6% and is largely attributable to the development of Manufacturer
relationships in newly acquired regions, including significant growth in
Florida.

Selling, general and administrative expenses. Selling expenses, principally
related to payroll, auto and related costs, increased by $12.8 million, or
25.2%, from $50.6 million for 1996 to $63.4 million for 1997, due to temporary
increases in staffing levels associated with acquisitions. General and
administrative expenses increased by $2.1 million or 19.0% from $10.9 million
in 1996 to $13.0 million in 1997 also due principally to increased costs
associated with acquisitions. Salaries and related expenses declined as a
percentage of commission revenues from 66.1% in 1996 to 61.0% in 1997 due to
the continuing integration of acquisitions into Rogers and related synergies
coupled with improved utilization of existing personnel relating to the
internal growth.

Depreciation and amortization. Depreciation and amortization increased by
$0.9 million, or 52.9%, from $1.6 million in 1996 to $2.5 million in 1997 due
to the amortization of goodwill and other intangible assets associated with
the acquisitions.

Interest expense. Interest expense increased by $0.8 million, or 53.1%, from
$1.7 million in 1996 to $2.5 million in 1997, due mainly to continuing
principal payments on obligations to sellers in connection with acquisitions.
Interest expense associated with Rogers' revolving line of credit increased by
$0.4 million due to increased borrowings to fund Rogers' working capital.

Income (loss) before taxes. Income before taxes increased by $3.0 million
from a loss of ($1.5) million in 1996 to income of $1.5 million in 1997.

Provision (benefit) for income taxes. Provision for income taxes increased
by $1.3 million from a benefit of ($0.5) million in 1996 to a provision of
$0.8 million in 1997. This increase results from the corresponding increase in
income before taxes.

Net income (loss). Net income increased by $1.8 million from a loss of
($1.1) million in 1996 to income of $0.7 million in 1997. This increase is a
result of the corresponding increase in income before taxes.

Rogers results for 1996 compared to 1995:

Revenues. Commission revenue increased by $15.8 million, or 33.3%, from
$47.5 million in 1995 to $63.3 million for 1996. Approximately $11.0 million
of the growth was due to acquisitions made in 1995 including Dopson-Hicks and
Clarke & Wittekind. The balance of the increase, $4.8 million, is due to
growth from both business gained from Manufacturers not previously represented
by Rogers and from expansion of business with Manufacturers already
represented by Rogers. This represents an internal growth rate of 10.1%.

Selling, general and administrative expenses. Selling expenses, principally
related to payroll, auto and related costs increased $14.8 million, or 41.3%,
from $35.8 million for 1995 to $50.6 million for 1996 due to increased
personnel associated with the acquisitions. General and administrative
expenses increased by $3.4 million, or 46.8%, from $7.5 million in 1995 to
$10.9 million in 1996 also due principally to increased costs associated with
acquisitions. Salaries and related expenses increased as a percentage of
commission revenues from 63.8% in 1995 to 66.1% in 1996.

Depreciation and amortization. Depreciation and amortization increased by
$0.5 million, or 53.4%, from $1.1 million in 1995 to $1.6 million in 1996
largely due to the amortization of goodwill and other intangible assets
associated with the acquisitions.

Interest expense. Interest expense increased by $0.5 million, or 40.8%, from
$1.2 million in 1995 to $1.7 million in 1996 due mainly to interest expense
incurred on the payment of obligations to sellers in connection with
acquisitions.

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Income (loss) before taxes. Income before taxes decreased by $3.5 million
from income of $2.0 million in 1995 to a loss of ($1.5) million in 1996. This
decrease is due to a substantial increase in payroll relating to the
assumption of personnel in acquisitions as well as additions to administrative
and other support personnel to support Rogers' rapid growth.

Provision (benefit) for income taxes. Provision for income taxes decreased
by $1.4 million from a provision of $0.9 million in 1995 to a benefit of
($0.5) million in 1996. This decrease is a result of the corresponding
decrease in income before taxes.

Net income (loss). Net income decreased by $2.1 million from $1.0 million in
1995 to a loss of ($1.1) million in 1996. This decrease is a result of the
corresponding decrease in income before taxes.

LIQUIDITY AND CAPITAL RESOURCES -- ROGERS

At March 31, 1998, Rogers' working capital (deficit) was $(4.5) million,
compared to $3.1 million and $(4.7) million at December 31, 1997 and 1996.
Rogers' principal capital requirements are to fund its obligations with
respect to acquisitions and its working capital requirements. Historically,
these requirements have been met by cash flows generated from operations and
borrowings under bank credit facilities. The March 31, 1998 deficit is due to
the classification of Rogers' borrowings of $9.5 million under its revolving
line of credit as a current liability, because the term expires on January 31,
1999. This debt will be repaid with a portion of the proceeds of the Offering.

Net cash provided (used) by operating activities for the first quarter 1998
and the three years ended 1997, 1996 and 1995 were $(1.1) million, $(0.9)
million, $0.2 million, and $5.3 million, respectively. The changes were
principally due to increases in working capital associated with the growth in
commission revenues.

Net cash provided (used) in investing activities for the first quarter of
1998 and the three years ended 1997, 1996 and 1995 were $0.1 million, $(1.4)
million, $(12.8) million and $(12.5) million, respectively. Payments for
acquisitions were $11.2 million and $11.6 million in 1996 and 1995,
respectively. Additions to property, plant and equipment and increases in the
cash surrender value of life insurance accounted for the balance of the uses.

Net cash provided by financing activities for the first quarter of 1998 and
the three years ended 1997, 1996 and 1995 were $0.9 million, $2.2 million,
$13.1 million and $7.2 million, respectively. The 1998 and 1997 activity
related to net borrowings under Rogers' credit facility to fund working
capital was $4.5 million and $1.2, million, respectively. In 1996 and 1995,
obligations to sellers of $10.2 million and $7.9 million, respectively, were
incurred in connection with acquisitions.

COMBINED LIQUIDITY AND CAPITAL RESOURCES FOLLOWING THE COMBINATION

At March 31, 1998, the combined working capital deficit of Merkert and
Rogers was $(27.3) million. Following the completion of the Offering and the
application of the net proceeds therefrom, the Company will have working
capital of approximately $7.7 million. See the Unaudited Pro Forma Combined
Financial Statements and Notes thereto presented elsewhere in this Prospectus.
The Company anticipates that its cash flow from operations and cash on hand
will provide cash sufficient to satisfy the Company's working capital needs,
debt service requirements and planned capital expenditures for at least the
next 12 months.

On a combined basis, Merkert and Rogers used $3.8 million of net cash from
operating activities for the first quarter of 1998 due to increases in
accounts receivable as March revenues were high for Merkert and Rogers.
Receivables are substantially collected within 45 days of the recognition of
commission revenues, therefore increases in accounts receivable are normally
associated with increases in revenues. On a combined basis, cash flows from
financing activities were $3.4 million for the first quarter of 1998 due to
borrowing activity at Merkert and Rogers.

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The Company intends to pursue acquisition opportunities. The Company expects
to fund future acquisitions through the issuance of additional Common Stock,
borrowings, cash on hand following the Offering and cash flow from operations.

The Company is obligated to make payments to the sellers of certain
businesses acquired by Merkert and Rogers. In addition, the Company is
obligated to make payments relative to the mortgage on the Merkert
headquarters. The Company estimates the total principal and interest payments
under these various obligations will be approximately $6.0 million over each
of the next two years, decreasing to approximately $5.0 million over each of
the three succeeding years. The Company is engaged in negotiations with
several sellers of certain businesses acquired by Merkert and Rogers to pay
off the obligations to such sellers prior to their scheduled maturities. The
Company expects to finance any such payoffs out of the net proceeds of the
Offering or cash flow from operations. The $9.5 million mortgage, which is a
twenty year obligation at an interest rate of 8.56%, does not contain any
financial covenants, but prohibits prepayment. The mortgage is payable in
equal monthly installments over its life.

The Company estimates that its ongoing requirements for capital
expenditures, based on the requirements of Merkert and Rogers, will be
approximately $2.0 million per year. Capital expenditures will be made to
ensure that the Company maintains its strong position in information
technology and systems and anticipates that significant capital will be
required to upgrade and integrate the systems of companies acquired in the
future. On a combined basis, Merkert and Rogers made capital expenditures of
$1.5 million in 1997, exclusive of $5.5 million for the construction of a new
corporate headquarters for Merkert.

The Company has identified up to $10.0 million in severance and other costs
associated with the Combination including the costs associated with
consolidating overlapping geographic regions and integrating operational and
financial systems. These costs are currently being provided for by the
operating cash flows of both Merkert and Rogers. The Company anticipates to
continue to satisfy the obligations from its operating cash flow.

The Company is seeking, and has begun negotiations with a lender for, a
revolving credit facility for acquisitions, working capital and other general
corporate purposes and within 60 days following the completion of the
Offering, intends to close on a senior credit facility with availability,
subject to certain limitations, of up to $100.0 million.

SEASONALITY; FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

Merkert and Rogers have both experienced, and the Company expects to
continue to experience, fluctuations in quarterly revenues and operating
results as a result of seasonal patterns. The Company's business is seasonal
in nature, as many Retailers generate relatively lower revenues in the first
and third calendar quarters. As a result, Merkert and Rogers have historically
generated lower revenues in the first and third calendar quarters of the year.

Rogers' business has been stronger in the first calendar quarter as compared
to Merkert due to its presence in Florida while Merkert's business has been
stronger in the fourth calendar quarter as compared to Rogers due to the
historically strong sales in the northeast associated with the holiday season.
Merkert, due to the production patterns of a significant Manufacturer, also
has historically experienced a strong August.

Quarterly results may also be impacted by the timing of any future
acquisitions as well as the timing of any consolidation activities undertaken.
The Company's revenues may also be adversely impacted by disruptions in food
production by Manufacturers it represents, particularly as it relates to
weather dependent production, such as fresh produce.

INFLATION

The Company does not believe that its revenues have been materially affected
by inflation.

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BUSINESS

OVERVIEW

The Company is a leading food brokerage firm providing outsourced sales,
merchandising and marketing services to Manufacturers. The Company acts as an
independent sales and marketing representative, selling grocery and consumer
products on behalf of Manufacturers and coordinating the execution of
Manufacturers' marketing programs with Retailers. The Company's principal
source of revenues is commissions that it receives from Manufacturers. The
Company's other activities include managing private label programs on behalf
of selected Retailers.

The Company has long-standing relationships with many of its Manufacturers,
including Dean Foods/Birds Eye (41 years), H.J. Heinz (24 years), Minute Maid
(44 years), Ocean Spray (29 years) and Pillsbury (19 years). Key Retailer
relationships include C&S Wholesale Grocers, Inc., Food Lion Supermarkets,
Giant Foods, Hannaford Brothers, Kroger, Publix Supermarkets, Royal Ahold
(including Stop & Shop and Bi-Lo), Safeway, Wakefern (Shop Rite), and Winn-
Dixie. The Company represents more than 750 Manufacturers and more than
145,000 food and non-food stock-keeping units ("SKUs"), and does business with
key Retailers in 22 states.

Since 1994, Merkert and Rogers have acquired and integrated 21 companies,
successfully adding coverage of new geographic markets and expanding
representation of Manufacturers' product offerings within existing markets.
The Company's strategic acquisition plan includes the selection, acquisition
and management of businesses in brokerage market segments, including the
retail food brokerage, food service brokerage and private label brokerage
market segments.

The Company will be the first publicly held food broker in the United
States. The Company is one of the three largest food brokers in the United
States and believes that it is the largest food broker in the eastern United
States. The Company is the only food broker with comprehensive geographic
coverage of the eastern United States and the capability to provide service to
the region's largest Retailers. The eastern United States is the most highly
concentrated retail store region in the United States and represents
approximately 43% of national food store sales. The Company has 34 offices
serving Retailers in 22 states. In 1997, the Company had pro forma combined
revenue of approximately $227.9 million and pro forma combined net income of
approximately $9.2 million.

To date, the Company has conducted operations only in connection with the
Combination and the Offering and will purchase Merkert and Rogers in the
Combination.

INDUSTRY OVERVIEW

The Company estimates, based on information published by industry sources,
that the food brokerage industry in the United States had annual commission
revenues of approximately $6 billion in 1997. Food brokers serve
Manufacturers, Retailers and food service providers. Retail food brokers
represent approximately 3,200 Manufacturers, that produce more than 145,000
food and non-food SKUs, which are sold to approximately 128,000 Grocery Stores
and more than 700 wholesalers nationwide. The industry includes three types of
food brokers, as follows:

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by gathering and analyzing demographic, consumer, and store sales information
utilized in the management of product categories as strategic business units

Retail store functions generally include execution of sales plans for
Manufacturers' products at the store level by assisting in merchandising,
shelf and display management, new store set-ups, implementation of promotional
plans, and placement of point-of-sale coupons, signs and other information.
Retail food brokers also assist Retailers with coupon and advertising
programs, quality assurance and technical training (primarily in relation to
prepared foods). In addition, retail food brokers assist Retailers and
Manufacturers in the collection, analysis and application of retail sales
data.

The retail food brokerage industry has been growing as food brokers
represent an increasing percentage of the volume of all commodities sold
through Grocery Stores (the "ACV"). In 1997, the percentage of ACV sold
through Grocery Stores was approximately 55% compared to 45% in 1985.
According to Progressive Grocer, Grocery Store revenues, of which an
increasing portion is represented by food brokers, are generally not adversely
affected by economic downturns and have grown from approximately $292 billion
in 1985 to $436 billion in 1997.

The Company believes that the retail food brokerage industry is highly
fragmented and is experiencing significant consolidation. In the past ten
years, the number of food brokerage firms has decreased from 2,500 to 1,100,
while the number of sales representatives employed by such firms increased
from 35,000 to 42,000. There are three multi-regional food brokerage firms,
including the Company, each with approximately 3% market share. Additionally,
there are 12 to 15 large regional food brokerage firms in the United States. A
number of the companies in the food brokerage industry, including Merkert and
Rogers, have participated in the trend towards consolidation by acquiring
other food brokerage businesses, generally financing these transactions with
debt and/or deferred payment of a portion of the purchase price.

The Company believes that the consolidation of food brokers is primarily the
result of a desire by Manufacturers and Retailers to manage their businesses
more efficiently and effectively by reducing the number of brokers they
interact with in a given region. Additionally, Management believes that
consolidation within the food brokerage industry is being driven, in part, by
the consolidation of Retailers and Manufacturers and the increasing demand for
the application of more sophisticated information technology on the part of
food brokers.

Food Service Brokers. Food service providers include operators of
restaurants, school and hospital cafeterias and other similar establishments.
Food brokers sell Manufacturers' products to food service providers through a
number of means, including headquarters sales calls and the representation of
Manufacturers' products at trade shows. The food service segment of the
industry has experienced significant growth in recent years as an increasing
percentage of consumer spending for food in the United States has shifted to
meals away from home.

Private Label Food Brokers. Private label food brokers work with
Manufacturers to develop and manage the private label programs on behalf of
Retailers. A food broker's responsibilities in connection with a private label
program may include procurement and inventory management and in-store delivery
of private label products. The private label segment has been a substantial
growth segment for Retailers and represented 20% of supermarket food sales in
1997.

BUSINESS STRATEGY

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products it represents on behalf of the Manufacturers it currently serves and
enter into new relationships with Manufacturers.

Provide Effective Marketing Support and Valuable Category Management
Technology. The Company's marketing expertise, combined with an information
technology system, allows it to utilize local demographic information and
information about retail store level conditions to understand consumer
purchasing preferences in local markets. As a result, the Company is able to
develop and implement targeted consumer sales promotions for its
Manufacturers' products. The Company also deploys category analysts who use
local sales data to assist Retailers with shelf schematics, category layouts
and total store space management.

Growth Through Strategic Acquisitions. The Company intends to pursue
strategic acquisitions in the food brokerage industry. Since 1994, Merkert and
Rogers have acquired and integrated 21 companies, successfully adding coverage
of new geographic markets and expanding representations of Manufacturers'
product offerings in existing markets. The Company's plans include the
selection, acquisition and management of businesses in the following brokerage
market segments:

. Retail: A key element of the Company's acquisition strategy is to expand
its geographic coverage by acquiring existing retail food brokerage
firms in new geographic markets. The Company also seeks acquisition
candidates that conduct business within the Company's existing territory
and offer the Company the opportunity to expand its representation of
Manufacturers and product categories and its coverage of Retailers
within existing markets. The Company also seeks acquisitions that will
enable it to represent additional product categories and cover
additional distribution channels. In particular, the Company believes
that health and beauty care and general merchandise brokerage and
bakery, deli, meat, seafood, floral and produce brokerage have
significant growth potential. The Company also plans to cover
convenience stores in its strategy as it believes convenience stores
will account for an increasingly larger portion of food sales as sales
of meal replacements and traditional grocery items continue to grow.
Retail food brokerage represented approximately 78% of the Company's
revenues for the year ended December 31, 1997 on a pro forma basis.

. Food Service: Sales to entities in the food service segment of the food
industry represented approximately 3% of the Company's revenues for the
year ended December 31, 1997 on a pro forma basis. The Company believes
that it will be able to expand its operations within the fragmented food
service segment through the acquisition of existing food service brokers
who sell Manufacturers' products to food service providers.

. Private Label: The Company believes that the private label food
brokerage segment is currently fragmented and that the Company can
further develop its private label operations through targeted
acquisitions of private label food brokers within this growing segment
of the food industry. Private label sales and brokerage represented
approximately 15% of the Company's revenues for the year ended December
31, 1997 on a pro forma basis.

The Company believes that its acquisition strategy will enable it to:

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Increase Private Label Brokerage. The Company has a division that
specializes in the development, procurement and inventory management of
private label frozen products, including fruits, vegetables and other products
on behalf of certain Retailers. The Company's private label division currently
works in conjunction with Retailers such as A&P, Price Chopper, Publix and
Royal Ahold (including Stop & Shop and Bi-Lo). In addition, the increasing
geographic coverage of the Company will provide the Company with the
opportunity to offer private label services to more retailers and more retail
locations.

Expand Food Service Brokerage. Sales to entities in the food service
brokerage segment of the food industry currently represent a small part of the
Company's business. The Company believes that there is a high degree of
fragmentation in this industry segment and that the food service brokerage
segment presents opportunities for profitable growth through strategic
acquisitions, as well as through developing new account relationships through
its existing operations. The Company intends to pursue expansion of its food
service brokerage line within its existing geographic coverage and to develop
food service brokerage in new territories.

Seek International Opportunities. The Company believes that many
opportunities exist outside the United States for sales, marketing and food
brokerage services in connection with retail food stores and in the
development of private label programs for Retailers. Certain Retailers,
including Royal Ahold, J. Sainsbury PLC and Food Lion Supermarkets, among
others, currently operate on an international basis. The Company believes that
international expansion would involve the acquisition of food brokers in
countries where food brokers are used by Manufacturers and Retailers. The
Company has recently entered into an agreement to provide private label
services to a Retailer based in Japan for its peanut butter and red wine
products.

Empower Local Management and Develop Professional Staff. The senior
management of the Company will provide overall strategic direction and
guidance with respect to acquisitions, financing, marketing and operations. In
general, however, it is the intention of the Company to continue to operate
its day-to-day business on a locally oriented basis. The Company intends to
continue the development of proprietary "best practices" by emphasizing an
entrepreneurial culture at the local level. The Company believes that the
flexibility of a locally oriented approach to operational matters enables the
Company to effectively respond to changes in the competitive environment.

The Company believes that a key factor to its continuing success is the
strength of its professionals. The development and training of employees has
contributed to the Company's continued growth and profitability. In keeping
with the Company's philosophy and operating structure, the Company intends to
continue to manage employee relations and human resource development at the
local level. Management at the local level is responsible for developing and
training the professional staff which reports to them and for creating an
environment that promotes employee satisfaction and optimal performance.

COMPANY HISTORY

Prior to the Offering, the Company's business was conducted through Merkert
and Rogers. Simultaneously with the consummation of the Offering, the Company
will purchase each of Merkert and Rogers. See "Certain Transactions--
Organization of the Company" and "The Combination." Unless the context
otherwise requires, references to the "Company" herein mean Merkert American
Corporation together with Merkert and Rogers after consummation of the
Combination.

To date, the Company has conducted operations only in connection with the
Combination and the Offering and will purchase Merkert and Rogers in the
Combination.

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was from commissions it received from Manufacturers. Merkert also manages
private label programs on behalf of selected Retailers. Merkert has grown its
revenues through both internally generated growth and through acquisitions,
having acquired and integrated six smaller food brokers since 1994.

Rogers has operated as a food broker in the southeastern region of the
United States since 1934. In 1997, Rogers had total revenues of approximately
$83.0 million, all of which was derived from commissions it received from
Manufacturers. Rogers has grown its revenues through both internally generated
growth and through acquisitions, having acquired and integrated 15 smaller
food brokers since l994.

SERVICES AND OPERATIONS

The Company has traditionally provided Manufacturers with a full array of
sales, marketing and administrative services and has been paid a commission by
Manufacturers. In certain cases, the Company has entered into "hybrid"
arrangements with Manufacturers under which the Company provides less than
full geographic coverage and/or services. Commissions from full and hybrid
services represented approximately 82% of the Company's revenues for the year
ended December 31, 1997 on a pro forma basis. The functions and services
provided by the Company are described below.

Full Services. The Company currently provides full services to approximately
92% of the Manufacturers that it represents. When the Company provides full
services to a Manufacturer in connection with the sale of its products to
Retailers, the commission is generally 3% of the Manufacturer's net sales to
such Retailers. The services that the Company provides to Manufacturers in a
full services arrangement include:

. Account Service and Business Development: In general, the Company's
Manufacturers are serviced by business managers, each of whom is
responsible for identified products of a number of Manufacturers within
one region (such as New England). The Company's business managers,
customer service personnel and support staff utilize information
developed by the Company to assist Manufacturers in devising strategic
sales plans and achieving merchandising goals and in utilizing retail
information to develop customized marketing strategies, including
determining the assortment of current and new products to be offered and
promotions designed to increase revenues and profitability. The
activities of these business managers are supervised by general managers
who manage categories of products such as groceries, frozen foods and
perishables, or health, beauty care and confection products.

The Company's Regional Business Managers ("RBMs") are Company
executives who provide the primary link between the Company and certain
of the Company's largest Manufacturers. Each of the Company's RBMs is
dedicated to a single Manufacturer and directs a multi-regional team (a
"Manufacturer Team") comprised of business managers (each of whom
manages the Company's activities on behalf of a Manufacturer in a
specified region), customer service personnel and support staff. These
RBMs provide their Manufacturers with services similar to those
provided by business managers.

. Administrative Management: The Company handles both order management and
certain billing management services for Manufacturers. The Company's
order management system enables it to perform all major order management
functions relating to orders for goods from Retailers to Manufacturers.
The Company has developed a centralized order management system to
generate electronic orders through electronic data interchange ("EDI").
This system enables the Company to verify quantities, product codes,
pricing, pack sizes and promotions pertaining to an order. The Company's
order management system also reconciles Manufacturer invoices with
Retailer purchase orders and manages and processes promotional
allowances and credits for Retailers. In addition, the Company
facilitates the resolution of billing issues between Manufacturers and
Retailers.

. Category and Shelf Space Management: The Company's category management
analysts and shelf space management analysts serve as liaisons, linking
the Company, RBMs, business managers and Manufacturer Teams with
retailer teams, comprised of headquarters account managers and retail
merchandisers ("Retailer Teams"). These retail analysts develop
information from retail data collected

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by the Company's Retailer Teams and by outside sources, including
ACNielson Corp. and Information Resources, Inc. RBMs and business
managers use this information in developing multi-regional, regional and
local strategies with Manufacturers. Retailer Teams also use this
information, as well as store-specific sales and demographic information
provided by these analysts, to implement sales and merchandising
strategies at the local level. These category management activities
enable Manufacturers to prepare fact-based selling strategies used in
product and promotional planning. These activities also enable Retailers
to increase sales and profitability by more effectively utilizing their
resources, including shelf space as well as marketing and promotional
expenditures.

. Retail Services: In general, the Company's headquarters account managers
and retail merchandisers represent a wide range of Manufacturers'
products to specified Retailers within a region. The Company's
headquarters account managers call upon Retailers at the headquarters
level and represent numerous products on behalf of the Company's
Manufacturers. The Company's largest Retailers are called upon by
multiple headquarters account managers, each representing specific
product categories such as groceries, frozen food/perishables or health,
beauty care and confectionery products. Smaller Retailers are generally
called upon by headquarters account managers who represent multiple
product categories. Headquarters account managers help execute sales
plans developed by RBMs, business managers and Manufacturers. Through
their frequent service calls, the Company's retail merchandisers develop
relationships with store managers and in-store category managers and
assist headquarters account managers to execute sales plans for
Manufacturers' products. The Company's retail merchandisers execute
sales plans at the store level by providing shelf and display
management, new store set-ups, stocking of new items and placement of
point-of-sale coupons and signs.

The company's largest Retailers are serviced by dedicated Retailer
Teams. In some cases, these dedicated Retailer Teams include shelf space
management analysts who provide shelf management and display expertise.

The Company also initiates and executes local marketing events on behalf
of Manufacturers in order to build Manufacturer brand recognition. These
efforts include the preparation and display of special signage, coupon
programs and other promotional activities between Manufacturers and
Retailers.

Hybrid Services. In response to increasing demand from certain Manufacturers
who are outsourcing more of their retail services functions, the Company has
recently entered into "hybrid" agreements under which the Company provides
only specified services, geographic coverage and Retailer coverage to a
Manufacturer. The Company has entered into hybrid agreements with
approximately 5% of the Manufacturers the Company represents. The fee for such
services varies based on the particular services provided. By providing a
flexible alternative to commission-based pricing, the Company has increased
the total number of Manufacturers it represents and believes that such hybrid
services may also result in sales of additional services to Manufacturers.
Providing retail-only services is a common hybrid arrangement. Retail-only
services primarily include initial retail shelf set-ups and subsequent store
shelf space management. The Company provides retail-only services to
approximately 3% of the Manufacturers it represents. These retail-only
services generally provide for compensation equivalent to a commission of
approximately 1.0% of the value of product sales to the Retailer.

Private Label. The Company's private label division, which accounted for
approximately 14% of the Company's revenues for the year ended December 31,
1997 on a pro forma basis, develops, procures, and manages inventory of
private label products (including frozen fruits and vegetables and other
products) on behalf of certain Retailers. This division works in conjunction
with major Retailers such as A&P, Price Chopper, Publix and Royal Ahold. The
Company intends to expand its private label programs into all of its regional
markets as part of the integrated package of services the Company offers.

Store Supplies. The Company's store supplies division, which accounted for
approximately 4% of the Company's revenues for the year ended December 31,
1997 on a pro forma basis, operates as a distributor for Monarch Marking
Systems, Inc. and sells price marking equipment, labels and other related
store supplies to Retailers in New England and Metropolitan New York City. In
addition, the Company sells a bio-degreaser

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product to Retailers' supermarket, meat and bakery departments, restaurants
and other food service customers directly and through local distributors. The
Company intends to expand distribution of this bio-degreaser product into all
its markets.

MANUFACTURERS AND RETAILERS

Manufacturers. The Company has had up to 44 years of successful
relationships with companies such as Dean Foods/Birds Eye, H.J. Heinz, Lipton,
Mars, Minute Maid, Ocean Spray, Pillsbury, Quaker and hundreds of others.
These companies manufacture grocery-related and food service products covering
a wide spectrum of categories and sub-categories from staples to perishables.
The Company acts as the exclusive broker for certain products of a
Manufacturer only within specific geographic regions. Manufacturers typically
use multiple food brokers, divided by product line or geographic market. No
single Manufacturer represented more than 5% of the Company's revenues for the
year ended December 31, 1997, on a pro forma basis.

Retailers. On the retail side, the Company has a long established history
with many large and mid-sized Retailers in the food industry. Many of these
Retailers are, or are owned by, some of the world's largest food retailers,
while others are leading regional players. No single Retailer represented more
than 6% of the Company's revenues for the year ended December 31, 1997, on a
pro forma basis. The top Retailers serviced by the Company based on 1997
revenues include those listed below:

<TABLE>
<CAPTION>
RETAILER NAME OPERATING REGION
------------- -------------------------------
<S> <C>
C&S Wholesale Grocers, Inc................. Northeast US
Food Lion, Inc./Delhaize................... Southeast US
Hannaford Brothers......................... New England and southeast US
J. Sainsbury PLC (Shaws Supermarkets and
Giant Foods).............................. New England and mid-Atlantic US
Kroger..................................... Southeast US
Publix Supermarkets........................ Southeast US
Royal Ahold (including Stop & Shop and Bi-
Lo)....................................... Eastern US
Safeway.................................... Mid-Atlantic US
Supervalu.................................. Northeast and southeast US
White Rose................................. Northeast US
Wakefern (Shop Rite)....................... Mid-Atlantic US
Winn-Dixie................................. Southeast US
</TABLE>

INFORMATION TECHNOLOGY

The application of information technology has become an increasingly
important element in the food brokerage industry. In order to provide
Manufacturers and Retailers with the most efficient and useful information and
services, the Company has invested in current retail information technology.

Electronic Data Interchange. The EDI system, which was first used in the
industry in 1980, streamlines order communications among food brokers,
Retailers and Manufacturers. EDI has played a growing role as an increasing
number of Manufacturers, Retailers and food brokers have integrated their
systems with EDI. Orders sent by EDI are transmitted on-line from the Retailer
to the Company and entered automatically into the Company's order databases.
Orders are reviewed by the Company to verify that quantities, product codes,
pricing, pack sizes and promotions have been correctly submitted. The Company
then places orders with certain Manufacturers via EDI. By reducing manual
order processing, the system significantly curtails order input errors,
expedites order processing and reduces the number of personnel required to
fulfill this function.

Retail Information. The Company utilizes a retail reporting system to update
Manufacturers with store-specific information regarding their products. The
Company's retail representatives record information on in-store merchandise
conditions, including product placement and pricing information. This
information is then entered into the Company's retail reporting system. The
Company's retail reporting system allows both the

37
<PAGE>

Company and its Manufacturers to easily access store-level information. The
Company believes that it is one of only a few food brokers offering
comprehensive merchandising information regarding store-specific retail
conditions.

Local Area Network and Web Technology. The Company was among the first food
brokers to install a company-wide local area network and wide area network,
enabling it to provide on-line information to Manufacturers and Retailers. To
disseminate this information, the Company utilizes the internet and dedicated
extranets. The Company's internet site on the worldwide web is being developed
to market the Company's services to potential Manufacturers and Retailers. The
Company's on-line service allows it to communicate with Retailers and
Manufacturers and to provide them with marketing, sales and other information
related to their products and operations.

COMPETITION

The food brokerage market is large and fragmented, with brokers serving
numerous local markets and a few large brokers serving multiple regions in the
United States. The Company acts as the exclusive broker for certain products
of a Manufacturer only within specific geographic markets. Manufacturers
typically use multiple food brokers, divided by product line or geographic
market. The Company competes with other food brokers for the right to
represent Manufacturers' product lines to Retailers. As a result of the large
and fragmented food brokerage market, the Company competes with brokers
serving local markets as well as large brokers serving multiple regions.
Competition is based primarily on breadth of geographic coverage, and the
quality and scope of services provided. In addition, many Manufacturers,
including some of the Manufacturers served by the Company, employ sales
personnel to sell directly to Retailers and distributors. See "Risk Factors--
Competition."

The entire food distribution chain, including Manufacturers, Retailers, and
food brokers, has been consolidating over the past ten years. As the market
becomes more concentrated in terms of the total number of Manufacturer and
Retailer accounts served by food brokers, the Company believes that large
brokers that can provide a full array of services to leading Manufacturers and
Retailers across multiple geographic markets have a competitive advantage. The
Company believes that Manufacturers will favor large regional and national
food brokers with the personnel and technology resources necessary to operate
in an increasingly sophisticated and complex environment, and the capability
to provide the local market focus required by Manufacturers and Retailers.

The Company will, upon completion of the Offering, become the first publicly
held food broker in the United States, with operations spanning most of the
eastern United States. The Company is one of the three largest food brokers in
the United States and competes with the nation's multi-regional food brokers,
Richmont Marketing Specialists and Sales Mark. Additionally, there are 12 to
15 large regional food brokerage firms in the United States. On a local and
regional basis the Company competes with Acosta, Pezrow, Budd Mayer, REM, and
MAI. Some of the Company's competitors include alliances of smaller regional
food brokers.

COMBINATION--INTEGRATION OF FUNCTIONS

In connection with the Combination, the Company has developed a framework by
which the administrative functions of both Merkert and Rogers may be
rationalized and combined into a single unit that draws on the relative
strengths of each constituent company. Payroll administration and reporting,
for example, will be centralized at the Company's headquarters to eliminate
redundancies. Financial and management reporting systems will also be
integrated, using the systems already in place at Rogers. Moreover, as both
Merkert and Rogers already utilize the same order processing system (with the
exception of Rogers' mid-Atlantic operations), this administrative function
will be integrated and provide the Company with further operating
efficiencies.

EMPLOYEES

The Company has approximately 3,200 full and part time employees. The
Company believes that its relations with its employees are good. Management
believes that none of the Company's employees is a member of any labor union.

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<PAGE>

PROPERTIES

The Company's executive offices are located at 490 Turnpike Street, Canton,
Massachusetts 02021. The Company's telephone number at such location is (781)
828-4800. In addition to its executive offices, the Company maintains 34 sales
offices in 22 states in the eastern United States, the two largest of which
are:

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USAGE AREA IN SQ. FT. LEASED/OWNED
-------- --------------- --------------- ------------
<S> <C> <C> <C>
Charlotte, NC Office 54,000 Leased*
Canton, MA Office 50,000 Owned
</TABLE>
- --------
* This facility is currently owned by Rogers. In connection with the
Combination, the Company will sell this facility to a third party. Such
third party will lease this facility to the Company. The proceeds of the
sale by Rogers will be distributed to certain Rogers shareholders. See
"Certain Transactions."

The Company believes that its properties are generally well maintained and
in good condition. The Company believes that its properties are adequate for
present needs and that suitable additional or replacement space will be
available as required.

LEGAL PROCEEDINGS

Merkert has received written notice from the sellers of a food brokerage
business acquired by Merkert alleging that Merkert has breached certain
covenants contained in agreements with such sellers, and claiming that such
breaches have caused the acceleration of certain payments to such sellers of
deferred purchase price and employment-related obligations. Such sellers are
threatening litigation in connection with these claims in order to accelerate
such payments and are seeking other unspecified damages. The Company believes
that this matter, if determined adversely to the Company, would not have a
material adverse effect on the Company. Merkert is currently the subject of an
audit with respect to its federal income tax returns for its fiscal years
1995, 1996 and 1997. Merkert has established reserves in various years which
it believes will be adequate to cover any potential liability; however the
ultimate outcome of this matter is uncertain. The Company is from time to time
a party to litigation arising in the ordinary course of business. There can be
no assurance that the Company's insurance coverage will be adequate to cover
all liabilities occurring out of such claims. In the opinion of management,
any liability that the Company might incur upon the resolution of this
litigation will not, in the aggregate, have a material adverse effect on the
financial condition or results of operations of the Company.

YEAR 2000 COMPLIANCE

The Company has evaluated its information technology infrastructure,
software and communications platforms for potential exposure to problems
associated with Year 2000 compliance. This evaluation has included testing,
inquiries of vendors and other research.

Significant system upgrade activity in the past two years, including the
upgrade of the order processing system at Merkert and the financial system at
Rogers has substantially reduced potential Year 2000 problems.

The Company has determined that the Merkert financial system is not Year
2000 compliant and has decided to replace it with the existing Roger's system,
which is compliant. This replacement is expected to be completed by March,
1999 and is estimated to cost approximately $0.2 million. Additionally,
Rogers' mid-Atlantic operations will migrate to the order processing system,
which is compliant and is already in use at the remainder of the Company, in
the first quarter of 1999. This is estimated to cost approximately $0.1
million. See "--Combination--Integration of Functions."

The Company has determined that several PBX (telephone) systems at Rogers
must be replaced as they are not Year 2000 compliant. The cost of the new
phone system is estimated at $0.1 million. In addition, approximately $0.2
million of personal computers will need to be replaced as they cannot be
upgraded. This replacement and upgrade will occur in 1998.

39
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the Company's
directors and executive officers and those persons who will become directors
and executive officers upon consummation of the Offering.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Gerald R. Leonard............... 51 Chairman of the Board, Chief Executive
Officer and President
James L. Monroe................. 39 Non-Executive Chairman of the Board
Douglas H. Holstein............. 54 Chief Operating Officer of the Company,
President of Rogers (a subsidiary of the
Company) and Director
Sidney D. Rogers, Jr............ 46 Chief Financial Officer
Marty D. Carter................. 38 Vice President of Acquisitions and Chief
Financial Officer of Rogers (a
subsidiary of the Company)
Glenn F. Gillam................. 46 President of Merkert (a subsidiary of
the Company)
Edward P. Grace, III............ 47 Director
James A. Schlindwein............ 69 Director
</TABLE>

Gerald R. Leonard will become Chairman of the Board, Chief Executive Officer
and President of the Company upon consummation of the Offering. Mr. Leonard
has been Chief Executive Officer of Merkert since September 1994. From May
1992 to September 1994, Mr. Leonard served Merkert as President of the Food
Enterprises, New England Division, and has been with Merkert in various
executive capacities since 1983. Mr. Leonard has also held sales and
management positions with Procter & Gamble, William Underwood Company and
Green Giant Company. Mr. Leonard has more than 26 years of experience in food
brokerage, manufacturing and related industries.

James L. Monroe has served as President of the Company since March 1998.
Upon consummation of the Offering, Mr. Monroe will serve as Non-Executive
Chairman of the Board of the Company. In 1997, Mr. Monroe founded Monroe &
Company, LLC, a merchant banking firm that invests in companies in
consolidating industries. From January 1994 until December 1996, Mr. Monroe
was a Senior Vice President of Oppenheimer & Co., Inc. where he managed the
Boston Corporate Finance department and the national consumer industry banking
practice. From 1992 until 1993, Mr. Monroe was a Managing Director at Advest,
Inc., an investment banking and brokerage firm. Mr. Monroe has thirteen years
of investment and merchant banking experience.

Douglas H. Holstein will become Chief Operating Officer, President of
Rogers, and a director of the Company upon consummation of the Offering. Mr.
Holstein has been President of Rogers since January 1993, and has been with
Rogers in various executive capacities since 1981. Prior to joining Rogers,
Mr. Holstein was the Regional Director of the Southeast for the Green Giant
Company.

Sidney D. Rogers, Jr. will become the Chief Financial Officer of the Company
upon consummation of the Offering. Mr. Rogers has been Chief Financial Officer
and Vice President of Merkert since 1994 and has been with Merkert since 1977.
Prior to serving as Chief Financial Officer of Merkert, Mr. Rogers was Vice
President Administration of Merkert since 1986.

Marty D. Carter will become Vice President of Acquisitions of the Company
and Chief Financial Officer of Rogers (a subsidiary of the Company) upon
consummation of the Offering. Mr. Carter has been the Chief Financial Officer
of Rogers since 1987. From 1984 to 1987, Mr. Carter was in the audit practice
group of Touche Ross & Co.

40
<PAGE>

Glenn F. Gillam will become President of Merkert (a subsidiary of the
Company) on June 1, 1998. Mr. Gillam has been President of the Food
Enterprises, New England Division, of Merkert since 1994, and has been with
Merkert in various capacities since 1983. Mr. Gillam has held sales and
management positions with companies involved in health and beauty care/general
merchandise, frozen food, confection and grocery since 1973.

Edward P. Grace, III will become a director upon consummation of the
Offering. Mr. Grace is President of Phelps Grace International, Inc., a
restaurant consulting and investment company. From 1989 until September 1996,
Mr. Grace served as Chairman of the Board, President and Chief Executive
Officer of Bugaboo Creek Steak House, Inc., operator of Bugaboo Creek Steak
House and The Capital Grille restaurants. Mr. Grace is Vice Chairman and a
director of RARE Hospitality International, Inc. and a director of
Professional Facilities Management, Inc. He also serves as a Trustee of the
University of Vermont and of Johnson & Wales University.

James A. Schlindwein will become a director of the Company upon consummation
of the Offering. Mr. Schlindwein has been a director of Merkert since 1995.
Prior to his retirement in September 1994, Mr. Schlindwein served as Executive
Vice President, Merchandising Services, and a director of Sysco Corporation, a
national institutional food service distributor, where he had served since
1980. He is also a director of Tri-Valley Growers, EMMPAK Foods, Inc. Alaska
Seafood International, Chilay Corporation and Thompson's Pet Pasta Products,
Inc.

BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board of
Directors. After consummation of the Combination and the Offering, the Board
of Directors will consist of five directors. The Company's Amended and
Restated Certificate of Incorporation provides that the Board of Directors
shall be divided into three classes. The members of each class of directors
serve for staggered three-year terms. The Board of Directors will be composed
of one Class I Director (Mr. Schlindwein), two Class II Directors (Messrs.
Grace and Holstein) and two Class III Directors (Messrs. Leonard and Monroe),
whose initial terms will expire upon the election and qualification of
directors at the annual meetings of stockholders held following the years
ending 1998, 1999 and 2000, respectively. Beginning in 1999, directors of each
class will be chosen for three-year terms upon the expiration of their current
terms and each year one class of directors will be elected by the
stockholders. The Company believes that classification of the Board of
Directors will help to assure the continuity and stability of the Company's
business strategies and policies as determined by the Board of Directors.
Holders of shares of Common Stock will have no right to cumulative voting in
the election of directors. Consequently, at each annual meeting of
stockholders, the holders of a majority of the shares of Common Stock will be
able to elect all of the successors of the class of directors whose terms
expire at that meeting.

Following consummation of the Offering, the Board of Directors will
establish an audit committee (the "Audit Committee") and a Compensation
Committee (the "Compensation Committee"). The Audit Committee, a majority of
which will be outside directors, will recommend to the Board of Directors the
firm to be appointed as independent accountants to audit financial statements
and to perform services related to the audit, review the scope and results of
the audit with the independent accountants, review with management and the
independent accountants the Company's year-end operating results, consider the
adequacy of the internal accounting procedures and consider the effect of such
procedures on the accountants' independence. The Compensation Committee, which
will consist solely of outside directors, will review and recommend to the
Board of Directors the compensation arrangements for all directors and
officers, approve such arrangements for other senior level employees and
administer and take such other action as may be required in connection with
certain compensation and incentive plans of the Company. The Compensation
Committee will also determine the number of options to be granted or shares of
Common Stock to be issued to eligible persons under the Company's 1998 Stock
Plan. In addition, the Compensation Committee will construe and interpret the
1998 Stock Plan and issuances thereunder, and establish, amend and revoke
rules and regulations for administration of the 1998 Stock Plan.

Members of the Board of Directors who are also employees of the Company do
not receive compensation for their services on the Board of Directors or any
committee thereof. Each director who is not an employee of

41
<PAGE>

the Company (an "Independent Director") receives an annual fee of $25,000.
Upon consummation of the Offering, each Independent Director will be granted
an option to purchase 20,000 shares of Common Stock at an exercise price equal
to the initial public offering price per share of Common Stock. Under the 1998
Stock Plan, each new Independent Director elected following the Offering is
entitled to receive an initial grant of an option to purchase 20,000 shares of
Common Stock upon his or her election to the Board of Directors, and each
Independent Director who is serving as a director of the Company on the fifth
business day after each annual meeting of stockholders, beginning with the
1999 annual meeting, will automatically be granted an option to purchase 5,000
shares of Common Stock. In addition, the Independent Director who serves as
chairman of the Audit Committee of the Board of Directors will receive options
to purchase an additional 5,000 shares of Common Stock upon consummation of
the Offering and an additional 5,000 shares of Common Stock on the fifth
business day after each annual meeting of stockholders beginning with the 1999
annual meeting. All options granted to Independent Directors under the 1998
Stock Plan shall vest in equal annual installments over the number of years
remaining in each Director's term on the date of grant, shall terminate upon
the tenth anniversary of the date of grant and will have an exercise price per
share equal to the fair market value of the Common Stock on the date of such
grant. See "--1998 Stock Option and Incentive Plan-Stock Options Granted to
Independent Directors."

All members of the Board of Directors are reimbursed for travel expenses
incurred in attending meetings of the Board of Directors and its committees.

EXECUTIVE COMPENSATION; EMPLOYMENT AND NONCOMPETITION AGREEMENTS

The Company was incorporated in March 1998, has conducted no operations
other than those associated with the Offering, and will not pay any of its
executive officers any compensation prior to the consummation of the Offering.
The Company will enter into employment and noncompetition agreements upon
consummation of the Offering with certain of its executive officers. The
material terms of these agreements are summarized below.

Each of Messrs. Leonard, Holstein, Rogers, Carter and Gillam will enter into
employment and noncompetition agreements with the Company providing for base
salaries of $350,000, $300,000, $195,000, $175,000 and $250,000, respectively.
Each employment and noncompetition agreement will be for a term of three
years, and unless terminated or not renewed by the Company or the executive
officer, the term will continue thereafter. In general, these agreements will
provide that the executive officer's employment with the Company may be
terminated for "cause" by the Company for (i) dishonest statements or acts
which constitute material disloyalty or dishonesty toward the Company or cause
significant damage to the Company; (ii) the commission by or indictment of the
executive officer for a felony, or any misdemeanor involving moral turpitude,
deceit, dishonesty or fraud; (iii) an uncured failure by the executive officer
to perform a substantial portion of his duties and responsibilities; (iv)
uncured gross negligence, willful misconduct or insubordination; or (v) an
uncured material breach of any of his material obligations under the
employment and noncompetition agreement. In the event of termination of
employment by the Company without cause, the executive officer will be
entitled to receive from the Company continuation of his then current base
salary until the later of expiration of the initial term or 12 months from the
date of termination of employment, provided that in the case of Messrs.
Holstein and Carter, the executive officer will also be entitled to receive
from the Company continuation of health plan benefits and automobile benefits
until the expiration of the initial term. Each employment and noncompetition
agreement will contain a covenant not to compete with the Company during the
initial term of the agreement and for a period of one year following
termination of employment or, if longer, for the period during which the
executive officer shall be entitled to receive continuation of his base salary
following termination of employment by the Company without cause.

1998 STOCK OPTION AND INCENTIVE PLAN

On May 19, 1998, the Board of Directors of the Company adopted, and the
stockholders approved, the 1998 Stock Plan. The 1998 Stock Plan is designed
and intended as a performance incentive for officers, employees, consultants
and Independent Directors to promote the financial success and progress of the
Company. The

42
<PAGE>

Company anticipates that providing such persons with a direct stake in the
Company's welfare will assure a closer identification of their interests with
those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company. All officers
and Independent Directors are eligible to participate in the 1998 Stock Plan.

The 1998 Stock Plan provides for the issuance of up to thirteen percent of
the number of shares of Common Stock outstanding from time to time. The
Company currently has reserved shares of Common Stock for issuance under
the 1998 Stock Plan, of which shares are subject to outstanding options
and remain available for issuance. Upon consummation of the Offering, the
number of shares reserved for issuance under the 1998 Stock Plan will be .
On and after the date the 1998 Stock Plan becomes subject to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), options with
respect to no more than 1,300,000 shares of Common Stock may be granted to any
one individual in any calendar year.

The following summary description does not purport to be complete and is
qualified in its entirety by the 1998 Stock Plan, a copy of which is filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

Plan Administration; Eligibility. The 1998 Stock Plan is administered by the
Board of Directors or the Compensation Committee thereof. All members of the
Committee must be "disinterested persons" as that term is defined under the
rules promulgated by the Securities and Exchange Commission and "outside
directors" as defined in Section 162(m) of the Code and the regulations
promulgated thereunder.

The Compensation Committee has full power to select, from among the
employees and other persons eligible for awards, the individuals to whom
awards will be granted, to make any combination of awards to participants, and
to determine the specific terms and conditions of each award, subject to the
provisions of the 1998 Stock Plan. The Compensation Committee may permit
Common Stock, and other amounts payable pursuant to an award, to be deferred.
In such instances, the Compensation Committee may permit dividends or deemed
dividends, if any, to be credited to the amount of deferrals.

Persons eligible to participate in the 1998 Stock Plan will be those
officers, employees and other key persons, such as consultants, of the Company
and its subsidiaries who are responsible for or contribute to the management,
growth or profitability of the Company and its subsidiaries, as selected from
time to time by the Compensation Committee. Independent Directors will also be
eligible for certain awards under the 1998 Stock Plan.

Stock Options. The 1998 Stock Plan permits the granting of (i) options to
purchase Common Stock intended to qualify as incentive stock options under
Section 422 of the Code ("Incentive Options") and (ii) options that do not so
qualify ("Non-Qualified Options"). Only employees of the Company and its
subsidiaries may be granted Incentive Options. The option exercise price of
each option will be determined by the Compensation Committee but may not be
less than 100% of the fair market value of the Common Stock on the date of
grant in the case of Incentive Options, and may not be less than 85% of the
fair market value of the Common Stock on the date of grant in the case of Non-
Qualified Options.

The term of each option will be fixed by the Compensation Committee and may
not exceed ten years from the date of grant in the case of an Incentive
Option. The Compensation Committee will determine at what time or times each
option may be exercised and, subject to the provisions of the 1998 Stock Plan,
the period of time, if any, after retirement, death, disability or termination
of employment during which options may be exercised. Options may be made
exercisable in installments, and the exercisability of options may be
accelerated by the Compensation Committee.

Upon exercise of options, the option exercise price must be paid in full
either in cash or by certified or bank check or other instrument acceptable to
the Compensation Committee or, if the Compensation Committee so permits, by
delivery of shares of Common Stock already owned by the optionee. The exercise
price may also be delivered to the Company by a broker pursuant to irrevocable
instructions to the broker from the optionee.

43
<PAGE>

At the discretion of the Compensation Committee, stock options granted under
the 1998 Stock Plan may include a "re-load" feature pursuant to which an
optionee exercising an option by the delivery of shares of Common Stock would
automatically be granted an additional stock option (with an exercise price
equal to the fair market value of the Common Stock on the date the additional
stock option is granted) to purchase that number of shares of Common Stock
equal to the number delivered to exercise the original stock option. One of
the purposes of this feature is to enable participants to maintain an equity
interest in the Company without dilution.

To qualify as Incentive Options, options must meet additional U.S. Federal
tax requirements, including limits on the value of shares subject to Incentive
Options which first become exercisable in any one calendar year, and a shorter
term and higher minimum exercise price in the case of certain large
stockholders.

Stock Options Granted to Independent Directors. The 1998 Stock Plan provides
for the automatic grant to each Independent Director of a Non-Qualified Option
to purchase 20,000 shares of Common Stock in connection with the consummation
of the Offering. The 1998 Stock Plan also provides for the automatic grant to
each Independent Director of a Non-Qualified Option to purchase 20,000 shares
of Common Stock upon his or her initial election to the Board of Directors
following the Offering. Each Independent Director who is serving as a director
of the Company on the fifth business day after each annual meeting of
stockholders, beginning with the 1999 annual meeting of stockholders, will
also automatically be granted on such day a Non-Qualified Option to acquire
5,000 shares of Common Stock. In addition, the Independent Director who serves
as chairman of the Audit Committee of the Board of Directors will receive
options to purchase an additional 5,000 shares of Common Stock upon
consummation of the Offering and an additional 5,000 shares of Common Stock on
the fifth business day after each annual meeting of stockholders beginning
with the 1999 annual meeting. The exercise price of each such Non-Qualified
Option will be the fair market value of the Common Stock on the date of grant.
All of such Non-Qualified Options granted to Independent Directors shall vest
in equal annual installments over the number of years remaining in each
Director's term on the date of grant and shall terminate on the tenth
anniversary of the date of grant.

Stock Appreciation Right. The Committee may award a stock appreciation right
("SAR") either as a freestanding award or in tandem with a stock option. Upon
exercise of the SAR, the holder will be entitled to receive an amount equal to
the excess of the fair market value on the date of exercise of one share of
Common Stock over the exercise price per share specified in the related stock
option (or, in the case of freestanding SAR, the price per share specified in
such right, which price may not be less than 85% of the fair market value of
the Common Stock on the date of grant) times the number of shares of Common
Stock with respect to which the SAR is exercised. This amount may be paid in
cash, Common Stock, or a combination thereof, as determined by the Committee.
If the SAR is granted in tandem with a stock option, exercise of the SAR
cancels the related option to the extent of such exercise.

Restricted Stock. The Committee may also award shares of Common Stock to
officers, other employees and key persons of the Company subject to such
conditions and restrictions as the Committee may determine ("Restricted
Stock"). These conditions and restrictions may include the achievement of
certain performance goals and/or continued employment with the Company through
a specified restricted period. The purchase price of shares of Restricted
Stock will be determined by the Committee. If the performance goals and other
restrictions are not attained, the employees will forfeit their awards of
Restricted Stock.

Unrestricted Stock. The Committee may also grant shares (at no cost or for a
purchase price determined by the Committee) which are free from any
restrictions under the 1998 Stock Plan ("Unrestricted Stock"). Unrestricted
Stock may be issued to employees and key persons in recognition of past
services or other valid consideration, and may be issued in lieu of cash
bonuses to be paid to such employees and key persons.

Performance Share Awards. The Committee may also grant performance share
awards to employees or other key persons of the Company entitling the
recipient to receive shares of Common Stock upon the achievement of individual
or Company performance goals and such other conditions as the Committee shall
determine ("Performance Share Award").

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<PAGE>

Dividend Equivalent Rights. The Committee may grant dividend equivalent
rights, which give the recipient the right to receive credits for dividends
that would be paid if the grantee had held specified shares of Common Stock.
Dividend equivalent rights may be granted as a component of another award or
as a freestanding award. Dividend equivalents credited under the 1998 Stock
Plan may be paid currently or be deemed to be reinvested in additional shares
of Common Stock, which may thereafter accrue additional dividend equivalents
at fair market value at the time of deemed reinvestment or on the terms then
governing the reinvestment of dividends under the Company's dividend
reinvestment plan, if any. Dividend equivalent rights may be settled in cash,
shares, or a combination thereof, in a single installment or installments, as
specified in the award. Awards payable in cash on a deferred basis may provide
for crediting and payment of interest equivalents.

Adjustments for Stock Dividends, Mergers, Etc. The Committee will make
appropriate adjustments in outstanding awards to reflect stock dividends,
stock splits and similar events. In the event of a merger, liquidation, sale
of the Company or similar event, the Committee, in its discretion, may provide
for substitution or adjustments of outstanding options and SARs, or may
terminate all unexercised options and SARs with or without payment of cash
consideration.

Amendments and Termination. The Board of Directors may at any time amend or
discontinue the 1998 Stock Plan and the Committee may at any time amend or
cancel outstanding awards for the purpose of satisfying changes in the law or
for any other lawful purpose. No such action may be taken, however, which
adversely affects any rights under outstanding awards without the holder's
consent. Further, amendments to the 1998 Stock Plan shall be subject to
approval by the Company's stockholders if and to the extent required by the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to ensure that
awards granted under the 1998 Stock Plan are exempt under Rule 16b-3
promulgated under the 1934 Act, or required by the Code to preserve the
qualified status of Incentive Options.

Change in Control Provisions. The 1998 Stock Plan provides that in the event
of a sale of all or substantially all of the assets or Common Stock of the
Company, a merger or consolidation which results in a change in control of the
Company or the liquidation or dissolution of the Company (a "Change in
Control"), all stock options and stock appreciation rights shall automatically
become fully exercisable. In addition, at any time prior to or after a Change
in Control, the Committee may accelerate awards and waive conditions and
restrictions on any awards to the extent it may determine appropriate.

U.S. FEDERAL INCOME TAX CONSEQUENCES

Nonqualified Stock Options. The grant of a Non-Qualified Option will not
result in the recognition of taxable income by the participant or in a
deduction to the Company. Upon exercise, a participant will recognize ordinary
income in an amount equal to the excess of the fair market value of the
Company's Common Stock purchased over the exercise price. The Company is
required to withhold tax on the amount of income so recognized, and a tax
deduction is allowable equal to the amount of such income (subject to the
satisfaction of certain conditions in the case of options exercised by Section
162(m) officers). Gain or loss upon a subsequent sale of any of the Company's
Common Stock received upon the exercise of a Non-Qualified Option generally
would be taxed as capital gain or loss (long-term or short-term, depending
upon the holding period of the Common Stock sold). Certain additional rules
apply if the exercise price for an option is paid in Common Stock previously
owned by the participant.

Incentive Stock Options. Upon the grant or exercise of an Incentive Stock
Option within the meaning of Section 422 of the Code, no income will be
realized by the participant for federal income tax purposes and the Company
will not be entitled to any deduction. However, the excess of the fair market
value of the Company's Common Stock as of the date of exercise over the
exercise price will constitute an adjustment to taxable income for purposes of
the alternative minimum tax. If the shares of the Company's Common Stock are
not disposed of within the one-year period beginning on the date of the
transfer of such Common Stock to the participant, or within the two-year
period beginning on the date of grant of the Option, any profit realized by
the participant upon the disposition of such Common Stock will be taxed as
long-term capital gain and no deduction will be

45
<PAGE>

allowed to the Company. If the shares of the Company's Common Stock are
disposed of within the one-year period from the date of transfer of such
Common Stock to the participant or within the two-year period from the date of
grant of the option, the excess of the fair market value of the Common Stock
upon the date of exercise or, if less, the fair market value on the date of
disposition, over the exercise price will be taxable as ordinary income of the
participant at the time of disposition, and a corresponding deduction will be
allowable. Certain additional rules apply if the exercise price for an option
is paid in Common Stock previously owned by the participant. If an option
intended to qualify as an incentive stock option is exercised by a person who
was not continually employed by the Company or certain of its affiliates from
the date of grant of such option to a date not more than three months prior to
such exercise (or one year if such person is disabled), then such option will
not qualify as an incentive stock option and will instead be taxed as a Non-
Qualified Option, as described above.

OPTION GRANTS

In May 1998, the Company granted Non-Qualified Options under the 1998 Stock
Plan to the following persons who will be officers of the Company following
the consummation of the Offering: Glenn F. Gillam ( shares), Murray Rosen
( shares), Sidney D. Rogers, Jr. ( shares), Thomas Studer ( shares) and
Douglas H. Holstein ( shares). These options were issued at an exercise
price of $ . One-fourth of these options become exercisable upon
consummation of the Offering, and one-fourth become exercisable on each of the
first, second and third anniversaries of the date of grant. See "Certain
Transactions." In addition, upon consummation of the Offering, the Company
will grant to certain employees of the Company options under the 1998 Stock
Plan to purchase an aggregate of shares of Common Stock. Each such option
will have a per share price equal to the Offering price, will expire ten years
from the date of grant and generally will become exercisable as to one-fourth
of the shares covered by such option on each of the first, second, third and
fourth anniversaries of the date of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All executive officer compensation decisions will be made by the Committee.
The Committee will review and make recommendations regarding the compensation
for management and key employees of the Company, including salaries and
bonuses.

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<PAGE>

CERTAIN TRANSACTIONS

ORGANIZATION OF THE COMPANY

The Combination will be accomplished through separate purchases by the
Company of the stock of each of Merkert and Rogers. As a result, after the
closing of the Combination and the Offering (the "Closing"), each of Merkert
and Rogers will exist as a separate subsidiary of the Company. Each of the
stock purchase agreements provides for the Company to pay the stockholders of
Merkert and Rogers, respectively, (i) a fixed amount of cash at the Closing
and (ii) shares of Common Stock at the Closing having a fixed dollar value,
with the final number of shares being determined by the Offering Price.

The aggregate consideration to be paid by the Company in the Combination
consists of approximately $86.3 million consisting of approximately $53.2
million in cash (representing approximately % of the net proceeds of the
Offering) and shares of Common Stock (assuming an initial public offering
price of $ per share).

The consideration to be paid for each of Merkert and Rogers was determined
through arm's length negotiations between the Company and representatives of
each of Merkert and Rogers. The factors considered by the parties in
determining the consideration to be paid included, among others, the
historical revenues and pro forma EBITDA of each of Merkert and Rogers.

In connection with the Combination, the former stockholders of each of
Merkert and Rogers who will become directors and/or executive officers of the
Company will receive the following consideration pursuant to the Combination:

<TABLE>
<CAPTION>
SHARES OF
CASH COMMON STOCK
---------- ------------
<S> <C> <C>
Gerald R. Leonard....................................... $
Douglas H. Holstein..................................... 3,700,000
Sidney D. Rogers, Jr....................................
Marty D. Carter......................................... 1,250,000
Glenn F. Gillam.........................................
Murray Rosen............................................
</TABLE>

In addition, certain expenses incurred by the former stockholders of each of
Merkert and Rogers in connection with the Combination will be paid by the
Company.

As a result of negotiations between the stockholders of Rogers and Merkert
American Corporation regarding the purchase of Rogers, in connection with the
Combination, Messrs. Holstein and Carter, together with certain other former
stockholders of Rogers, will receive (i) the net proceeds of approximately
$3,000,000 (of which 10% will be paid to Mr. Holstein and 10% will be paid to
Mr. Carter) resulting from the sale by Rogers to a third party of its
Charlotte, North Carolina headquarters, (ii) cash bonuses in an aggregate
amount equal to approximately $950,000 (of which 28% will be paid to Mr.
Holstein and 10% will be paid to Mr. Carter) based upon certain income tax
refunds receivable by the Company and (iii) cash bonuses, previously accrued
by Rogers, in the aggregate amount of approximately $600,000.

The consummation of the Combination is subject to completion of the Offering
and customary conditions including, among others, the continuing accuracy at
the Closing of the representations and warranties made by Merkert or Rogers,
as appropriate, and the Company in the stock purchase agreements, receipt of
all necessary consents and approvals, delivery of opinions of counsel, the
performance of covenants included in the agreements relating to the
Combination, and the nonexistence of a material adverse change in the business
of each of Merkert and Rogers. The stock purchase agreements provide that the
stockholders of Merkert and Rogers, respectively, will indemnify the Company
against certain liabilities, including breaches of Merkert's or Rogers'
representations and warranties thereunder, as appropriate.

In connection with the founding and organization of the Company, on March 4,
1998 Monroe & Company II, LLC purchased 1,500 shares of Common Stock for an
aggregate purchase price of $150. On May 11, 1998,

47
<PAGE>

Monroe & Company, LLC, a Delaware limited liability company, entered into a
consulting agreement with the Company pursuant to which Monroe & Company, LLC
was engaged to render certain business consulting, financial advisory and
investment banking services to the Company on an exclusive basis for three
years. Pursuant to the consulting agreement, Monroe & Company, LLC will be
paid a financial advisory fee equal to (i) 5% of any consideration paid by the
Company in connection with any transaction which results in the merger,
consolidation or combination of the Company and a third party, the acquisition
by the Company of the capital stock or assets of a third party or a joint
venture with any third party ("Consideration") up to $1 million, plus (ii) 4%
of the Consideration paid in excess of $1 million and up to $2 million, plus
(iii) 3% of the Consideration paid in excess of $2 million and up to $3
million, plus (iv) 2% of the Consideration paid in excess of $3 million and up
to $4 million, plus (v) 1% of the Consideration paid in excess of $4 million.
Under the consulting agreement, Monroe & Company, LLC will also be paid a fee
equal to 0.75% of any principal amount committed under a senior credit
facility for the Company from a lending institution. An additional fee shall
be payable to Monroe & Company, LLC upon increases in such amount or upon
refinancings with a new lender during the term of the consulting agreement.
Monroe & Company, LLC will also be entitled to consulting fees based on
projects and fee schedules to be mutually agreed upon by Monroe & Company, LLC
and the independent directors of the Company. The Company has agreed to
indemnify Monroe & Company, LLC against certain liabilities.

During 1997, certain members of the management team and consultants were
assembled, and subsequently Monroe & Company II, LLC was organized to pursue
the consolidation of companies in the food brokerage industry. Mr. Monroe,
Non-Executive Chairman of the Board of the Company, is a member and the sole
manager of Monroe & Company II, LLC and Monroe & Company, LLC, and Mr. Grace,
who will become a director of the Company upon consummation of the Offering,
is a member of Monroe & Company II, LLC. Monroe & Company II, LLC provided the
Company with advice and expertise regarding the consolidation process.
Expenses paid by the Company prior to the Closing in connection with the
Combination and the Offering have been financed with funds advanced to the
Company by Monroe & Company II, LLC. Outstanding advanced amounts bear
interest at the applicable federal rate in effect under Section 1274(d) of the
Internal Revenue Code of 1986, as amended, as of the respective dates on which
the advances were made, compounded semi-annually. The Company will repay the
advanced amounts plus interest to Monroe & Company II, LLC at the Closing out
of the proceeds of the Offering. See "Use of Proceeds." As of April 1, 1998,
Monroe & Company II, LLC had advanced approximately $500,000 to the Company
for such expenses.

In April 1998 Gerald R. Leonard, who will become Chairman of the Board,
Chief Executive Officer and President of the Company upon the consummation of
the Offering, purchased 300 shares of Common Stock from the Company for an
aggregate purchase price of $1,500,000. The purchase price for such stock was
paid by a promissory note from Mr. Leonard to the Company in the principal
amount of $1,500,000 (the "Leonard Note"). The Leonard Note provides that
amounts outstanding thereunder will bear interest at a rate per annum of 6%,
compounded semi-annually and that the entire principal amount and accrued
interest will be due and payable on April 8, 2003. Mr. Leonard's obligations
under the Leonard Note are secured by a pledge of the 300 shares of Common
Stock purchased thereby pursuant to a stock pledge agreement. The Leonard Note
is a recourse obligation of Mr. Leonard with respect to the sum of (i) the
outstanding principal amount from time to time less $750,000 (but not less
than $0) plus (ii) one-half of the accrued and unpaid interest at such time.

In May 1998 the Company granted Non-Qualified Options under the 1998 Stock
Plan to the following persons who will be officers of the Company following
the consummation of the Offering: Glenn F. Gillam ( shares), Murray Rosen
( shares), Sidney D. Rogers, Jr. ( shares), Thomas Studer ( shares)
and Douglas H. Holstein ( shares). These options were issued at an exercise
price of $ . One-fourth of these options become exercisable upon
consummation of the Offering, and one-fourth become exercisable on each of the
first, second and third anniversaries of the date of grant.

48
<PAGE>

registration of their shares of Common Stock under the Securities Act of 1933,
as amended (the "1933 Act"), on not more than two occasions. Messrs. Monroe
and Leonard also have certain "piggyback" registration rights in the event the
Company registers any of its securities for either itself or for security
holders exercising their registration rights.

Upon the consummation of the Offering the Company will enter into
Registration Rights Agreements with the former stockholders of Merkert and
Rogers, respectively, including Messrs. Leonard, Gillam, Rosen, Rogers, Studer
and Holstein, pursuant to which such former stockholders will have the right,
subject to certain restrictions, to include their shares of Common Stock
received in the Combination in a registration statement filed by the Company
under the Securities Act.

Mr. Monroe represented the Company in connection with each of the
transactions described above.

COMPANY POLICY

The Company's policy is that any future transactions with directors,
officers, employees or affiliates of the Company be approved in advance by a
majority of the Company's Board of Directors, including a majority of the
disinterested members of the Board, and be on terms no less favorable to the
Company than the Company could obtain from non-affiliated parties.

49
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock after giving effect to the
Combination, and as adjusted to reflect the Offering, by (i) each person known
by the Company to beneficially own five percent or more of the outstanding
shares of the Common Stock, (ii) each director, nominee for director and
certain executive officers of the Company, and (iii) all directors, nominees
for director and executive officers of the Company as a group. Except as
otherwise indicated, the Company believes that the beneficial owners of the
Common Stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
SHARES BENEFICIALLY OWNED
BENEFICIALLY ------------------------------
NAME OF BENEFICIAL OWNER(1) OWNED(2)(3) BEFORE OFFERING AFTER OFFERING
- --------------------------- ------------ --------------- --------------
<S> <C> <C> <C>
Gerald R. Leonard..................
James L. Monroe....................
Douglas H. Holstein................
Sidney D. Rogers, Jr...............
Marty D. Carter....................
Glenn F. Gillam....................
Edward P. Grace, III...............
James A. Schlindwein...............
All directors, director nominees
and executive officers as a group
(8 persons).......................
</TABLE>
- --------
* less than 1%
(1) Unless otherwise indicated, the mailing address for each stockholder and
director is c/o the Company, 490 Turnpike Street, Canton, Massachusetts
02021.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares of
Common Stock beneficially owned by a person, shares of Common Stock
subject to options held by that person that are currently exercisable or
exercisable within 60 days of this Prospectus are deemed outstanding. As
of , a total of shares of Common Stock were issued and outstanding.
(3) Share information assumes an initial public offering price of $ per
share. The acquisition agreements for each of Merkert and Rogers specify
the aggregate dollar values, but not the share amounts, of the Common
Stock to be received by their stockholders in the Combination. As a
result, if the initial public offering price is less or greater than $ ,
the stockholders of Merkert and Rogers, respectively, will receive a
larger or smaller number of shares of Common Stock, respectively. In
addition, the Company will declare a stock dividend on all outstanding
Common Stock prior to the closing of the Combination such that, without
giving effect to the Offering (but giving effect to the Combination),
there will be outstanding a total of shares of Common Stock. The size
of the stock dividend (and, as a result, the number of shares of Common
Stock held by Monroe & Company II, LLC and Gerald R. Leonard) will vary if
the initial offering price is less or greater than $ , with the size of
the dividend increasing if the initial public offering price increases and
decreasing if the initial public offering price decreases.

50
<PAGE>

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock and 1,000,000 shares of undesignated preferred stock issuable in
series by the Board of Directors ("Preferred Stock"). As of , 1998, there
were shares of Common Stock outstanding, that were held of record by
stockholders. There will be shares of Common Stock outstanding after
giving effect to the shares of Common Stock offered to the public hereby
(assuming no exercise of the Underwriters' over-allotment options and no
exercise of outstanding options). The following summary description of the
capital stock of the Company does not purport to be complete and is qualified
in its entirety by reference to the Company's Amended and Restated Certificate
of Incorporation (the "Certificate") and Amended and Restated By-laws (the
"By-laws"), copies of which are filed as exhibits to the Registration
Statement of which this Prospectus is a part. The Certificate and By-laws have
been adopted by the stockholders of the Company and the Board of Directors.

Common Stock. The holders of Common Stock are entitled to one vote per share
on all matters to be voted on by stockholders. Holders of Common Stock are
entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors from funds legally available therefor. See
"Dividend Policy." The possible issuance of Preferred Stock with a preference
over Common Stock as to dividends could impact the dividend rights of holders
of Common Stock. Holders of Common Stock are not entitled to cumulative voting
rights. Therefore, the holders of a majority of the votes cast in the election
of directors can elect all of the directors then standing for election,
subject to the rights of the holders of any then outstanding Preferred Stock,
if and when issued. The holders of Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to the Common Stock. Upon the voluntary
or involuntary liquidation, dissolution or winding up of the Company, the net
assets of the Company shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and interests, subject
to the rights and interests of the holders of Preferred Stock, if and when
issued. All outstanding shares of Common Stock, including the shares of Common
Stock offered hereby, are, or will be upon consummation of the Offering, fully
paid and non-assessable.

The Certificate and By-laws provide, subject to the rights of the holders of
any Preferred Stock then outstanding, that the number of directors shall be
fixed by the Board of Directors. The directors, other than those who may be
elected by the holders of any Preferred Stock, are divided into three classes,
as nearly equal in number as possible, with each class serving for a three-
year term. Subject to any rights of the holders of Preferred Stock to elect
directors and to remove any director whom the holders of any such stock had
the right to elect, any director of the Company may be removed from office
only with cause and by the affirmative vote of at least two-thirds of the
total votes which would be eligible to be cast by stockholders in the election
of such director. See "Management--Board of Directors."

The Company will apply to list the Common Stock on The New York Stock
Exchange under the symbol "MKR."

Undesignated Preferred Stock. The Board of Directors is authorized, without
further action of the stockholders of the Company, to issue up to 1,000,000
shares of Preferred Stock in classes or series and to fix the designations,
powers, preferences and the relative, participating, optional or other special
rights of the shares of each series and any qualifications, limitations and
restrictions thereon as set forth in the Certificate. Any such Preferred Stock
issued by the Company may rank prior to the Common Stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of Common Stock.

The purpose of authorizing the Board of Directors to issue Preferred Stock
is, in part, to eliminate delays associated with a stockholder vote on
specific issuances. The issuance of Preferred Stock could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring or seeking to acquire, a significant portion of the
outstanding Common Stock.

51
<PAGE>

CERTAIN PROVISIONS OF CERTIFICATE AND BY-LAWS

General. A number of provisions of the Company's Certificate and By-laws
concern matters of corporate governance and the rights of stockholders.
Certain of these provisions, as well as the ability of the Board of Directors
to issue shares of Preferred Stock and to set the voting rights, preferences
and other terms thereof, may be deemed to have an anti-takeover effect and may
discourage takeover attempts not first approved by the Board of Directors,
including takeovers which certain stockholders may deem to be in their best
interests. To the extent takeover attempts are discouraged, temporary
fluctuations in the market price of the Company's Common Stock, which may
result from actual or rumored takeover attempts, may be inhibited. These
provisions, together with the classified Board of Directors and the ability of
the Board of Directors to issue Preferred Stock without further stockholder
action, also could delay or frustrate the removal of incumbent directors or
the assumption of control by stockholders, even if such removal or assumption
would be beneficial to stockholders of the Company. These provisions also
could discourage or make more difficult a merger, tender offer or proxy
contest, even if a transaction or contest could be favorable to the interests
of stockholders, and could potentially depress the market price of the Common
Stock. The Board of Directors believes that these provisions are appropriate
to protect the interests of the Company and all of its stockholders. The Board
of Directors has no present plans to adopt any other measures or devices which
may be deemed to have an "anti-takeover effect."

Meetings of Stockholders. The Company's By-laws provide that a special
meeting of stockholders may be called only by the Board of Directors unless
otherwise required by law. The Company's By-laws provide that only those
matters set forth in the notice of the special meeting may be considered or
acted upon at that special meeting, unless otherwise provided by law. In
addition, the Company's By-laws set forth certain other requirements, such as
advance notice and informational requirements and time limitations on any
director nomination or any new business which a stockholder wishes to propose
for consideration at an annual meeting of stockholders.

No Stockholder Action by Written Consent. The Certificate provides that for
so long as the Company has a class of stock registered pursuant to the
provisions of the Securities Exchange Act of 1934, as amended, any action
required or permitted to be taken by the stockholders of the Company at an
annual or special meeting of stockholders must be effected at a duly called
meeting and may not be taken or effected by a written consent of stockholders
in lieu thereof.

Indemnification and Limitation of Liability. The By-laws provide that
directors and officers of the Company shall be, and in the discretion of the
Board of Directors non-officer employees may be, indemnified by the Company to
the fullest extent authorized by Delaware law, as it now exists or may in the
future be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Company, and further permits
the advancing of expenses incurred in defense of claims. The By-laws also
provide that the right of directors and officers to indemnification shall be a
contractual right and shall not be exclusive of any other right now possessed
or hereafter acquired under any by-law, agreement, vote of stockholders or
otherwise. The Certificate contains a provision permitted by Delaware law that
generally eliminates the personal liability of directors for monetary damages
for breaches of their fiduciary duty, including breaches involving negligence
or gross negligence in business combinations, unless the director has breached
his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation
Law or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

Amendment of the Certificate. The Certificate provides that an amendment
thereof must first be approved by a majority of the Board of Directors and
(with certain exceptions) thereafter approved by the holders of a majority of
the outstanding shares entitled to vote on such amendment, and the affirmative
vote of a majority of the outstanding shares of each class entitled to vote
thereon as a class; provided, however, that the affirmative vote of not less
than two-thirds of the outstanding shares entitled to vote on such amendment,
and the affirmative

52
<PAGE>

vote of not less than two-thirds of the outstanding shares of each class
entitled to vote thereon as a class, is required to amend provisions of the
Certificate relating to the establishment, composition and powers of the Board
of Directors and amendments to the Certificate.

Amendment of By-laws. The Certificate provides that the By-laws may be
amended or repealed by the Board of Directors or by the stockholders. Such
action by the Board of Directors requires the affirmative vote of a majority
of the directors then in office. Such action by the stockholders requires the
affirmative vote of the holders of at least two-thirds of the total votes
present and eligible to be cast by holders of voting stock voting as a single
class with respect to such amendment or repeal at an annual meeting of
stockholders or a special meeting called for such purpose, unless the Board of
Directors recommends that the stockholders approve such amendment or repeal at
such meeting, in which case such amendment or repeal shall only require the
affirmative vote of a majority of the total votes present and eligible to be
cast by holders of voting stock voting as a single class with respect to such
amendment or repeal.

Ability to Adopt Stockholder Rights Plan. The Board of Directors may in the
future resolve to issue shares of Preferred Stock or rights to acquire such
shares, to implement a stockholder rights plan which creates voting or other
impediments or under which shares are distributed to a third-party investor, a
group of investors or stockholders or issued to an employee stock ownership
plan to discourage persons seeking to gain control of the Company by means of
a merger, tender offer, proxy contest or otherwise, if such change in control
is not in the best interests of the Company and its stockholders. The Board of
Directors has no present intention of adopting a stockholder rights plan and
is not aware of any attempt to obtain control of the Company.

STATUTORY BUSINESS COMBINATION PROVISION

Upon completion of the Offering, the Company will be subject to the
provisions of Section 203 of the Delaware General Corporation Law ("Section
203"). Section 203 provides, with certain exceptions, that a Delaware
corporation may not engage in any of a broad range of business combinations
with a person, or an affiliate or associate of such person, who is an
"interested stockholder" for a period of three years from the date that such
person became an interested stockholder unless: (i) the transaction resulting
in a person becoming an interested stockholder, or the business combination,
is approved by the board of directors of the corporation before the person
becomes an interested stockholder; (ii) the interested stockholder acquired
85% or more of the outstanding voting stock of the corporation in the same
transaction that makes it an interested stockholder (excluding shares owned by
persons who are both officers and directors of the corporation, and shares
held by certain employee stock ownership plans); or (iii) on or after the date
the person becomes an interested stockholder, the business combination is
approved by the corporation's board of directors and by the holders of at
least 66 2/3% of the corporation's outstanding voting stock at an annual or
special meeting, excluding shares owned by the interested stockholder. Under
Section 203, an "interested stockholder" is defined (with certain limited
exceptions) as any person that is (i) the owner of 15% or more of the
outstanding voting stock of the corporation or (ii) an affiliate or associate
of the corporation and was the owner of 15% or more of the outstanding voting
stock of the corporation at any time within the three-year period immediately
prior to the date on which it is sought to be determined whether such person
is an interested stockholder.

A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or by-laws by action
of its stockholders to exempt itself from coverage; provided, however, that
such by-law or charter amendment shall not become effective until 12 months
after the date the stockholders adopt such exclusion. Neither the Certificate
nor the By-laws contains any such exclusion.

TRANSFER AGENT AND REGISTRAR

BankBoston, N.A. is the transfer agent and registrar for the Company's
Common Stock.

53
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Combination and the Offering, the Company will have
shares of Common Stock outstanding (assuming the Underwriters' over-
allotment options are not exercised), excluding (i) shares issuable upon
exercise of options to purchase shares of Common Stock outstanding at ,
1998 under the 1998 Stock Plan and (ii) shares of Common Stock reserved
for issuance upon grant or exercise of future awards under the 1998 Stock
Plan, subject to increase upon consummation of the Offering. Of the total
shares outstanding, only the shares sold in the Offering will be freely
tradeable without restriction or further registration under the Securities
Act, except for any shares purchased by affiliates of the Company, which will
be subject to the limitations of Rule 144 under the Securities Act ("Rule
144"). All of the remaining shares outstanding (the "Restricted Shares")
may be sold only pursuant to an effective Registration Statement filed by the
Company or an applicable exemption, including sales meeting the applicable
requirements of Rule 144 under the Securities Act.

None of the shares of Common Stock owned by current stockholders of the
Company will be eligible for sale in accordance with Rule 144 prior to ,
1999, at which such time all shares of Common Stock will be eligible for
sale in the public market.

In general, Rule 144 as currently in effect provides that any person (or
persons whose shares are aggregated), including a person who may be deemed an
"affiliate" of the Company (as defined under the Securities Act), whose
Restricted Shares have been fully paid for and held for at least one year from
the later of the date of issuance by the Company or acquisition from an
affiliate of the Company is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of (i) the average weekly
trading volume of the Common Stock during the four calendar weeks preceding
the date on which notice of such sale is filed on Form 144 with the Securities
and Exchange Commission (the "Commission") and (ii) 1% of the shares of Common
Stock then outstanding (approximately shares upon consummation of the
Offering). In addition, sales under Rule 144 are subject to certain other
restrictions regarding the manner of sale, required notice and availability of
public information concerning the Company. Persons who are not affiliates at
the time of sale and who have not been affiliates of the Company for at least
90 days prior to a sale, and who have beneficially owned the shares proposed
to be sold for at least two years (including the holding period of any prior
owner other than an affiliate), are entitled to sell such shares under Rule
144(k) without the limitations referenced above. Affiliates, including members
of the Board of Directors and senior management, continue to be subject to the
limitations under Rule 144, including volume of sale limitations for all
shares held by them, regardless of the time period held. Shares of Common
Stock sold by the Company to, among others, its employees, officers and
directors upon exercise of options granted pursuant to written compensation
plans or contracts (including certain options granted under the 1998 Stock
Plan), and in reliance on Rule 701 under the Securities Act, may be resold,
beginning 90 days after the effective date of this Prospectus, in reliance on
Rule 144 by such persons who are not affiliates subject only to the provisions
of Rule 144 regarding manner of sale, and by such persons who are affiliates
subject to all provisions of Rule 144 except its one-year minimum holding
period requirement.

Under the 1998 Stock Plan, the Company is authorized to issue options for up
to thirteen percent of the number of shares of Common Stock outstanding from
time to time, of which shares were issuable upon the exercise of
outstanding stock options. Upon consummation of the Offering, shares of
Common Stock will be reserved for issuance under the 1998 Stock Plan (
shares of Common Stock will be reserved for issuance under the 1998 Stock Plan
if the Underwriters' over-allotment options are exercised in full). See
"Management--1998 Stock Option and Incentive Plan" and "Management--Option
Grants." The Company intends to file a Registration Statement under the
Securities Act to register the shares of Common Stock reserved for issuance
under the 1998 Stock Plan. Such Registration Statement is expected to be filed
as soon as practicable after the date of this Prospectus and will become
automatically effective upon filing. Shares of Common Stock issued upon the
exercise of options under the 1998 Stock Plan after the effective date of such
Registration Statement generally will be available for sale in the open
market, subject to Rule 144 limitations with respect to affiliates, and
subject to the lock-up agreements described below.

54
<PAGE>

After the closing of the Offering, the Company intends to register
additional shares of its Common Stock under the Securities Act for use by the
Company in connection with future acquisitions. Upon such registration, these
shares will generally be freely tradeable after their issuance. In some
instances, however, the Company may contractually restrict the sale of shares
issued in connection with future acquisitions.

LOCK-UP AGREEMENTS

The Company and the holders of all shares of Common Stock outstanding prior
to the Offering, including the directors and officers and the holders of
shares issued in connection with the Combination, holding in the aggregate
shares of Common Stock, have agreed that they will not, without the prior
written consent of the U.S. Representatives, agree to sell, contract to sell
or otherwise dispose of any shares of Common Stock of the Company for a period
of 180 days after the date of this Prospectus except that (i) in the case of
the Company, stock options granted under the 1998 Stock Plan or shares issued
upon the exercise of options granted under the 1998 Stock Plan and (ii) in the
case of all such holders, the exercise of stock options under the 1998 Stock
Plan and shares of Common Stock disposed of as bona fide gifts, subject, in
each case, to any remaining portion of the lock-up period applying to any
shares so issued or transferred.

REGISTRATION RIGHTS

Following the Combination, the holders of shares of Common Stock will
have the right, in certain circumstances, to require the Company to include
their shares in a registration statement filed by the Company under the
Securities Act. In addition, the holders of shares of Common Stock have
the right, in certain circumstances, beginning on the date that is 180 days
following the consummation of the Offering, to require the Company to register
their shares of Common Stock under the Securities Act. See "Certain
Transactions."

EFFECT OF FUTURE SALES

Prior to the Offering, there has been no trading market for shares of Common
Stock, and the effect, if any, that future market sales of shares of Common
Stock or the availability of shares of Common Stock for sale will have on the
prevailing market prices for the Common Stock cannot be predicted.
Nevertheless, sales of a substantial number of shares in the public market, or
the perception that such sales could occur, could adversely affect prevailing
market prices for the Common Stock and could impair the Company's future
ability to raise capital through an offering of its equity securities. See
"Risk Factors--Possible Future Sales of Shares."

55
<PAGE>

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), BT
Alex. Brown Incorporated and Lehman Brothers Inc. are acting as
representatives (the "U.S. Representatives") of each of the underwriters named
below (the "U.S. Underwriters"). Subject to the terms and conditions set forth
in a U.S. purchase agreement (the "U.S. Purchase Agreement") among the Company
and the U.S. Underwriters, and concurrently with the sale of shares of
Common Stock to the International Managers (as defined below), the Company has
agreed to sell to the U.S. Underwriters, and each of the U.S. Underwriters
severally and not jointly has agreed to purchase from the Company the number
of shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
---------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................
BT Alex. Brown Incorporated.......................................
Lehman Brothers Inc. .............................................
----
Total........................................................
====
</TABLE>

The Company has also entered into an international purchase agreement (the
"International Purchase Agreement") with certain underwriters outside the
United States and Canada (the "International Managers" and, together with the
U.S. Underwriters, the "Underwriters") for whom Merrill Lynch International,
BT Alex. Brown International, a division of Bankers Trust International PLC,
and Lehman Brothers International (Europe) are acting as lead managers (the
"Lead Managers"). Subject to the terms and conditions set forth in the
International Purchase Agreement, and concurrently with the sale of shares
of Common Stock to the U.S. Underwriters pursuant to the U.S. Purchase
Agreement, the Company has agreed to sell to the International Managers, and
the International Managers severally have agreed to purchase from the Company,
an aggregate of shares of Common Stock. The initial public offering price
per share and the total underwriting discount per share of Common Stock are
identical under the U.S. Purchase Agreement and the International Purchase
Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant
to such agreement are purchased. Under certain circumstances, under the U.S.
Purchase Agreement and the International Purchase Agreement, the commitments
of non-defaulting Underwriters may be increased. The closings with respect to
the sale of shares of Common Stock to be purchased by the U.S. Underwriters
and the International Managers are conditioned upon one another.

The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock to the public at the
initial public offering price set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $ per
share of Common Stock. The U.S. Underwriters may allow, and such dealers may
reallow, a discount not in excess of $ per share of Common Stock on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Company has granted options to the U.S. Underwriters, exercisable for 30
days after the date of this Prospectus, to purchase up to an aggregate of
additional shares of Common Stock at the initial public offering price set
forth on the cover page of this Prospectus, less the underwriting discount.
The U.S. Underwriters may exercise these options solely to cover over-
allotments, if any, made on the sale of the Common Stock offered hereby. To
the extent that the U.S. Underwriters exercise these options, each U.S.
Underwriter will be obligated, subject to certain conditions, to purchase a
number of additional shares of Common Stock proportionate to such U.S.
Underwriter's initial amount reflected in the foregoing table. The Company
also has

56
<PAGE>

granted options to the International Managers, exercisable for 30 days after
the date of this Prospectus, to purchase up to an aggregate of additional
shares of Common Stock to cover over-allotments, if any, on terms similar to
those granted to the U.S. Underwriters.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to 5% of the shares offered hereby to be
sold to certain directors, officers, and employees of the Company and certain
business associates of the Company. The number of shares of Common Stock
available for sale to the general public will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares which are not
orally confirmed for purchase within one day of the pricing of the Offering
will be offered by the U.S. Underwriters to the general public on the same
terms as the other shares offered hereby.

The Company and holders of all shares of Common Stock outstanding prior to
the Offering, including the Company's executive officers and directors and the
holders of shares of Common Stock issued in connection with the Combination
have agreed, subject to certain exceptions, not to directly or indirectly (i)
offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of or otherwise dispose of or transfer any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
Common Stock, whether now owned or thereafter acquired by the person executing
the agreement or registration statement under the Securities Act with respect
to the foregoing or (ii) enter into any swap or other agreement that
transfers, in whole or in part, the economic consequence of ownership of the
Common Stock whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise, without the prior
written consent of Merrill Lynch on behalf of the Underwriters for a period of
180 days after the date of this Prospectus; provided, however, that the
Company may issue and sell Common Stock pursuant to the 1998 Stock Plan. See
"Shares Eligible for Future Sale."

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are permitted
to sell shares of Common Stock to each other for purposes of resale at the
initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to persons who are non-U.S. or
non-Canadian persons or to persons they believe intend to resell to persons
who are non-U.S. or non-Canadian persons, and the International Managers and
any dealer to whom they sell shares of Common Stock will not offer to sell or
sell shares of Common Stock to U.S. persons or to Canadian persons or to
persons they believe intend to resell to U.S. or Canadian persons, except in
the case of transactions pursuant to the Intersyndicate Agreement.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. The initial public offering price will be determined through
negotiations among the Company, the U.S. Representatives and the Lead
Managers. The factors considered in determining the initial public offering
price, in addition to prevailing market conditions, are price-earnings ratios
of publicly traded companies that the U.S. Representatives believe to be
comparable to the Company, certain financial information of the Company, the
history of, and the prospects for, the Company and the industry in which it
competes, and an assessment of the Company's management, its past and present
operations, the prospects for, and timing of, future revenues of the Company,
the present state of the Company's development, and the above factors in
relation to market value and various valuation measures of other companies
engaged in activities similar to the Company. There can be no assurance that
an active trading market will develop for the Common Stock or that the Common
Stock will trade in the public market subsequent to the Offering at or above
the initial public offering price. See "Risk Factors--Absence of Public
Market; Determination of Offering Price and Fluctuations in Market Price."

The Company expects to apply to list the Common Stock on the New York Stock
Exchange under the symbol "MKR." In order to meet the requirements for listing
of the Common Stock on that exchange, the U.S.

57
<PAGE>

Underwriters and the International Managers have undertaken to sell lots of
100 or more shares to a minimum of 2,000 beneficial owners.

The Underwriters do not expect sales of Common Stock to any accounts over
which they exercise discretionary authority to exceed 5% of the number of
shares being offered hereby.

The Company has agreed to indemnify the U.S. Underwriters and the
International Managers against certain liabilities, including certain
liabilities under the Securities Act, or to contribute to payments the U.S.
Underwriters and International Managers may be required to make in respect
thereof.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Common Stock. As
an exception to these rules, the U.S. Representatives are permitted to engage
in certain transactions that stabilize the price of the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce
the Underwriters' short position or to stabilize the price of the Common
Stock, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of the Common Stock to the extent
that it discourages resales of the Common Stock.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the U.S. Representatives will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Goodwin, Procter & Hoar
LLP, Boston, Massachusetts. Certain legal matters relating to the Offering
will be passed upon for the Underwriters by Shearman & Sterling, New York, New
York.

EXPERTS

The financial statements included in this Prospectus and elsewhere in the
Registration Statement, to the extent of and for the periods indicated in the
reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports. Their report on the financial statements of Merkert

58
<PAGE>

Enterprises, Inc. and subsidiary as of and for the three years ended December
31, 1997, dated May 22, 1998 and included herein, includes a qualification
stating that there exists a substantial doubt about Merkert's ability to
continue as a going concern.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which are omitted as permitted by
the rules and regulations of the Commission. For further information
pertaining to the Company and the Common Stock offered hereby, reference is
made to the Registration Statement, including the exhibits thereto and the
financial statements, notes and schedules filed as a part thereof. Statements
contained in this Prospectus regarding the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or such other documents,
each such statement being qualified in all respects by such reference.

Upon completion of the Offering, the Company will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, will file reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information, as well as the Registration Statement and the exhibits and
schedules thereto, may be inspected, without charge, at the public reference
facility maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Such materials can also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005
or on the Commission's site on the Internet at http://www.sec.gov.

59
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation................................................... F-2
Notes to Unaudited Pro Forma Combined Financial Statements.............. F-3
Pro Forma Combined Balance Sheet as of March 31, 1998 and notes thereto
(unaudited)............................................................ F-4
Pro Forma Combined Statement of Operations for the Year Ended December
31, 1997 and notes thereto (unaudited)................................. F-7
Pro Forma Combined Statement of Operations for the Three Months Ended
March 31, 1998 and notes thereto (unaudited)........................... F-8
HISTORICAL FINANCIAL STATEMENTS
MERKERT AMERICAN CORPORATION
Report of Independent Public Accountants................................ F-11
Balance Sheet........................................................... F-12
Notes to Financial Statement............................................ F-13
MERKERT ENTERPRISES, INC. AND SUBSIDIARY
Report of Independent Public Accountants................................ F-16
Consolidated Balance Sheets............................................. F-17
Consolidated Statements of Operations................................... F-18
Consolidated Statements of Stockholders' Deficit........................ F-19
Consolidated Statements of Cash Flows................................... F-20
Notes to Consolidated Financial Statements.............................. F-21
ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY
Report of Independent Public Accountants................................ F-31
Consolidated Balance Sheets............................................. F-32
Consolidated Statements of Operations................................... F-33
Consolidated Statements of Stockholders' Equity......................... F-34
Consolidated Statements of Cash Flows................................... F-35
Notes to Consolidated Financial Statements.............................. F-36
</TABLE>

F-1
<PAGE>

MERKERT AMERICAN CORPORATION, MERKERT AND ROGERS

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The following unaudited pro forma combined financial statements give effect
to the purchases by Merkert American Corporation (the "Company") of the
outstanding capital stock of Merkert Enterprises, Inc. ("Merkert") and Rogers
American Company, Inc. ("Rogers"). These purchases will occur simultaneously
with the closing of the Company's initial public offering (the "Offering") and
will be accounted for using the purchase method of accounting. Merkert
American Corporation has been designated as the accounting acquiror.

The unaudited pro forma combined balance sheet gives effect to the
Combination and the Offering as if they had occurred on March 31, 1998. The
unaudited pro forma combined statement of operations for the year ended
December 31, 1997 and the three months ended March 31, 1998 give effect to
these transactions as if they had occurred on January 1, 1997.

The pro forma adjustments discussed herein are based on estimates, available
information and certain assumptions and may be revised as additional
information becomes available. It is management's opinion, however, that the
final allocation of the purchase price will not differ materially from the
preliminary estimated amounts. The pro forma financial data do not purport to
represent what the Company's financial position or results of operations would
actually have been if such transactions had in fact occurred on those dates
and are not necessarily representative of the Company's financial position or
results of operations of the Company for any future period. The unaudited pro
forma combined financial statements should be read in conjunction with the
other financial statements and notes thereto included elsewhere in this
Prospectus. See "Risk Factors" included elsewhere herein.

F-2
<PAGE>

MERKERT AMERICAN CORPORATION, MERKERT AND ROGERS

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. GENERAL

Merkert American Corporation was founded to become a leading national food
broker. The Company has conducted no operations to date and will acquire
Merkert and Rogers concurrently with and as a condition of this Offering.

The historical financial statements reflect the financial position and
results of operations of Merkert and Rogers and were derived from the Merkert
and Rogers financial statements where indicated. The periods included in these
financial statements are as of March 31, 1998 and for the twelve months ended
December 31, 1997 and for the three months ended March 31, 1998. The audited
historical financial statements are included elsewhere herein.

2. PURCHASE OF MERKERT AND ROGERS

Concurrently with and as a condition to the consummation of this Offering,
the Company will purchase all of the outstanding capital stock of Merkert and
Rogers. The Combination will be accounted for using the purchase method of
accounting.

Upon the consummation of the Combination, the Company plans to integrate the
two companies. As part of this integration, the Company will consolidate
several offices in geographic locations in which both Merkert and Rogers
currently operate. The Company anticipates achieving significant savings
associated with these consolidations including payroll and other operating
costs associated with reduced headcount and office expenses. In addition, the
Company expects to eliminate several executive, selling and general
administrative personnel that the management of the Company believe will no
longer be required upon the integration.

The estimated results of the Company's plans of integration are directly
attributable to the Combination and accordingly are included in the
accompanying Pro forma Combined Financial Statements, assuming each of the
described events occurs in conjunction with the Offering.

Prior to the Combination, Rogers intends to sell its corporate headquarters
to a third party, Rogers will then distribute the net cash proceeds from the
sale, after paying the related mortgage note payable, to certain stockholders.
In addition Rogers will assign the life insurance policies on key executives
to certain stockholders. Also, the principal stockholders of Rogers have
agreed to transfer a portion of their shares to certain minority stockholders
prior to the Offering. Rogers will record a compensation charge for each of
these events in their financial statements at the date of these events.

Upon the Combination, Merkert intends to settle the employment contracts of
two executives which requires a cash payment of approximately $1,500. Merkert
will record a compensation charge for this amount in its financial statements
at that date.

The consideration to be paid in cash and in shares of Common Stock to the
common stockholders of Merkert and Rogers is as follows: Merkert: cash of
$27,550 and Common Stock of $23,631; Rogers, cash of $25,635 and Common Stock
of $9,450. For purposes of computing the estimated purchase price for
accounting purposes, the fair value of the shares is determined by applying a
15% discount to the expected market value of the shares issued in connection
with the Offering due to restrictions on the sale and transferability of the
shares issued. The shares issued in the Combination will be unregistered
shares. Accordingly, unless registered, these shares cannot be sold except
under Rule 144 or another applicable exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"). Additionally, the
shares are subject to a six-month contractual lock-up in favor of the
Underwriters. Allocations of the purchase prices are preliminary and subject
to change. The excess of the purchase price over the fair value of the net
liabilities assumed has been assigned to goodwill, subject to an appraisal of
the assets.

F-3
<PAGE>

PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1998

(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS FOR PRO FORMA ADJUSTMENTS FOR AS
MERKERT ROGERS COMPANY THE COMBINATION COMBINED THE OFFERING ADJUSTED
------- ------ ------- --------------- --------- --------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ 334 494 500 1,328 8,715 (e) 10,043
Restricted cash......... 639 682 1,321 1,321
Accounts Receivable,
net.................... 16,018 10,301 26,319 26,319
Inventories............. 1,659 -- 1,659 1,659
Deferred Income taxes... -- 639 639 639
Prepaid expenses and
other.................. 2,108 240 289 2,637 (289) (e) 2,348
------- ------ --- ------- ------- ------- -------
Total current as-
sets................ 20,758 12,356 789 -- 33,903 8,426 42,329
Plant and equipment,
net.................... 12,094 5,966 (3,800) (a) 14,260 14,260
Noncompete agreements,
net ................... 4,916 4,182 (4,538) (i) 4,560 4,560
Goodwill;............... 18,115 13,725 92,715 (b) 129,093 129,093
4,538 (i)
Deferred income taxes... -- 149 149 149
Other assets............ 765 3,258 (3,239) (a) 784 784
--
------- ------ --- ------- ------- ------- -------
Total assets......... 56,648 39,636 789 85,676 182,749 8,426 191,175
======= ====== === ======= ======= ======= =======
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts payable and
accrued liabilities.... 33,341 5,380 789 1,500 (a) 36,660 (2,289) (e) 34,371
(4,350) (g)
Current maturities of
long term debt......... 10,195 11,509 12,125 (d) 33,829 (33,600) (e) 229
Payable to
Stockholders........... 53,185 (b) 53,185 (53,185) (e) --
------- ------ --- ------- ------- ------- -------
Total current liabil-
ities............... 43,536 16,889 789 62,460 123,674 (89,074) 34,600
Long term debt, net of
current portion........ 24,193 22,209 (3,800) (a) 30,477 30,477
(12,125) (d)
Other................... 479 479 479
------- ------ --- ------- ------- ------- -------
Total liabilities.... 67,729 39,577 789 46,535 154,630 (89,074) 65,556
Redeemable Preferred
Stock.................. 5,720 (5,720) (c) -- --
Common stock subject to
redemption............. 1,619 (1,619) (f) -- --
Stockholders' equity
Common Stock........... 14 1 4 (c) 19 19
Additional paid in
capital............... 3,126 37 24,937 (h) 28,100 97,500 (e) 125,600
Retained earnings (Ac-
cumulated deficit).... (17,657) 21 17,636 (c) -- --
Treasury stock......... (3,903) 3,903 (c) -- --
------- ------ --- ------- ------- ------- -------
Total stockholders'
equity (deficit).... (18,420) 59 -- 46,480 28,119 97,500 125,619
--
------- ------ --- ------- ------- ------- -------
Total liabilities and
stockholders equity.... 56,648 39,636 789 85,676 182,749 8,426 191,175
======= ====== === ======= ======= ======= =======
</TABLE>

F-4
<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED
BALANCE SHEET ADJUSTMENTS

AS OF MARCH 31, 1998

(a) Records the distribution, to certain selling shareholders of Rogers, the
net cash proceeds from the sale of real estate and life insurance policies
with a net book value of $3,239. Also records a liability for the cash
settlement for $1,500 of employment contracts to be paid to certain
selling stockholders of Merkert who are departing the Company.

(b) Records the goodwill resulting from the Combination of Merkert and Rogers
by the Company. The goodwill is calculated as follows:

<TABLE>
<S> <C>
Cash paid...................................................... $53,185
Fair value of shares of common stock issued.................... 28,119
Transaction costs.............................................. 1,000
-------
82,304
Plus: fair value of net liabilities assumed.................... 411
Plus: severance and other costs associated with the closure of
certain offices and operations................................ 10,000
-------
Goodwill....................................................... $92,715
=======
</TABLE>

The pro forma combined balance sheet does not reflect the income tax
liability assumed by certain selling stockholders which is to be paid in
full to the applicable tax authorities at the closing date.

(c) Records the increase in additional paid-in capital for the shares issued
to the selling stockholders of Merkert and Rogers of $28,119. Also records
the elimination of the historical equity accounts of Merkert and Rogers.

(d) Records the current portion of the estimated amount of obligations at
Merkert and Rogers assumed by the Company to be settled in full and paid
with a portion of the net proceeds of the Offering.

(e) Records the net proceeds from the Offering, net of Underwriters' discount,
of $100,000. Also allocates to paid-in capital $2,500 of deferred Offering
costs, including $289 of costs deferred as of March 31, 1998 and records
the anticipated use of proceeds from the Offering as follows:

<TABLE>
<S> <C>
Net Proceeds................................................. $100,000
Transaction costs............................................ (2,500)
Cash paid to selling shareholders............................ (53,185)
Repayment of bank debt and other notes payable............... (14,600)
Repayment of other notes payable............................. (1,000)
Repayment of acquisition obligations......................... (18,000)
Severance and other amounts.................................. (2,000)
--------
$ 8,715

(f) Records the retirement of redeemable common stock associated with the
Merkert ESOP.

(g) Records the adjustment to accrued liabilities as follows:

Income tax liability assumed by certain selling
shareholders................................................ (15,350)
Severance and other costs associated with the closure of
certain offices and operations.............................. 10,000
Transaction costs............................................ 1,000
--------
Net reduction to accrued liabilities......................... (4,350)
========
</TABLE>

F-5
<PAGE>

(h) Records the paid in capital resulting from the Combination of Merkert and
Rogers by the Company.

<TABLE>
<S> <C>
Fair value of shares issued.................................... 28,119
Less: allocated to common stock................................ (19)
------
28,100
Less: Paid in capital recorded on the books of Merkert and
Rogers........................................................ (3,163)
------
Net increase to paid in capital................................ 24,937
======
</TABLE>

(i) Records the elimination of noncompete agreements associated with the
repayment of certain acquisition obligations.

F-6
<PAGE>

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
(G) PRO FORMA
PRO FORMA PRO FORMA INTEGRATION COMBINED
MERKERT ROGERS COMPANY ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
-------- ------- ------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales................... $ 43,105 $ $ -- $ $ 43,105 $ $ 43,105
Commission income....... 104,274 82,985 -- 187,259 (2,500)(e) 184,759
-------- ------- ----- ------ -------- ------- --------
Revenues................ 147,379 82,985 -- -- 230,364 (2,500) 227,864
Cost of sales........... 39,027 -- 39,027 39,027
Selling, general and
administrative
expense................ 102,495 76,384 -- (1,580)(a) 177,299 (14,392)(e) 163,557
650 (f)
Depreciation and
Amortization........... 4,484 2,516 -- (1,022)(b) 5,978 (84)(f) 5,894
-------- ------- ----- ------ -------- ------- --------
Operating income........ 1,373 4,085 -- 2,602 8,060 11,326 19,386
Interest expense........ 5,010 2,536 -- (4,921)(c) 2,625 2,625
Other (income) expense,
net.................... (79) -- (79) (79)
-------- ------- ----- ------ -------- ------- --------
Income (loss) before
income taxes........... (3,558) 1,549 -- 7,523 5,514 11,326 16,840
Provision (benefit) for
income taxes........... (109) 804 -- 1,814 (d) 2,509 5,155 (d) 7,664
-------- ------- ----- ------ -------- ------- --------
Net income (loss)....... $ (3,449) $ 745 $ -- $5,709 $ 3,005 $ 6,171 $ 9,176
======== ======= ===== ====== ======== ======= ========
Basic net income per
share..................
========
Shares used in computing
basic net income per
share(h)...............
========
Diluted net income per
share..................
========
Shares and potential
dilutive shares used in
computing diluted
earnings per share(h)..
</TABLE>

F-7
<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS ADJUSTMENTS

FOR THE YEAR ENDED DECEMBER 31, 1997

Pro Forma Adjustments

(a) Represents the salaries, fringe benefits and other directly attributable
expenses of certain shareholders of Merkert and Rogers who will no longer
be employed per written agreement.

(b) Represents the net decrease of amortization of goodwill and other
intangibles as a result of the purchase of Merkert and Rogers. The Company
is in the process of allocating the excess purchase price to certain
intangibles and goodwill and has assigned a 40 year life for goodwill and
lives ranging from 5 to 7 years for other intangibles.

(c) Represents the reduction of interest expense as a result of the Company's
intention to pay down the following obligation with a portion of the
proceeds from the offering:

<TABLE>
<CAPTION>
APPROXIMATE 1997 INTEREST
DESCRIPTION AMOUNT RATE EXPENSE
----------- ------- ----------- -------------
<S> <C> <C> <C>
Revolving line of credit................. $ 6,000 8.50% $ 553
Revolving line of credit................. 8,600 8.70% 700
Mortgage note............................ 3,800 8.56% 381
IRS...................................... 10.00% 1,527
Promissory notes......................... 1,000 8.50% 149
Acquisition obligations of Merkert and
Rogers.................................. 18,000 9.00% 1,611
------
$4,921
</TABLE>

(d) Represents the adjustment to record the income tax provision to reflect
the Company's estimated consolidated effective tax rate of 46%, after
considering non-deductible goodwill amortization.

Integration Adjustments

(e) Represents the impact of closing duplicate offices as a result of
overlapping geographic operations, including: (1) the elimination of
salaries, benefits, bonuses and other direct costs of $13,392 for
positions to be eliminated; (2) the elimination of rental and other office
expenses of $1,000 for offices to be closed; and (3) the loss of revenue
resulting from manufacturer conflicts of $2,500.

(f) Represents the increase in lease expense and the reduction in depreciation
as a result of the sale of the Rogers headquarters to a third party and
the related lease back of the facility to the Company pursuant to an
operating lease.

Pro Forma Combined

(g) The pro forma combined statement of operations excludes $ of aggregate
compensation charges recorded in the second quarter of 1998 by Merkert and
Rogers prior to the purchase. These compensation charges relate to; (1)
employment contract settlements of $1,500 paid to certain executives of
Merkert who are departing the Company; (2) the cash and life insurance
policies distributed to certain stockholders of Rogers; (3) the transfer
of shares of common stock of Rogers by the principal shareholders to
certain minority shareholders; and (4) any reassessment of the deferred
tax asset valuation reserves as a result of the pro forma adjustments.

(h) Includes (1) shares to be issued to the stockholders of Merkert and
Rogers, (2) shares issued to the management of and consultants to the
Company, and (3) shares sold in this Offering necessary to pay the cash
portion of the Combination consideration, retire certain indebtedness
relating to outside bank debt and acquisition obligations of Merkert and
Rogers and pay the expenses of the Offering and the Combination. In
addition, shares and potential dilutive shares used in computing diluted
earnings per share include the dilutive effect of currently outstanding
options to purchase shares of Common Stock and options to purchase
shares of Common Stock to be granted upon consummation of the Offering.

F-8
<PAGE>

COMBINED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 1998

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
(G) PRO FORMA
PRO FORMA PRO FORMA INTEGRATION COMBINED
MERKERT ROGERS COMPANY ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
------- ------- ------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales................... $12,424 $ -- $-- $ -- $12,424 $ -- $12,424
Commissions............. 24,168 20,831 -- -- 44,999 (500)(e) 44,499
------- ------- ---- ------ ------- ------- -------
Total revenue........... 36,592 20,831 -- -- 57,423 (500) 56,923
Cost of sales........... 11,420 -- -- 11,420 -- 11,420
Selling, general and
administrative
expense................ 24,318 19,006 -- (395)(a) 42,929 (3,390)(e) 39,538
Depreciation and
amortization........... 1,137 635 -- (280)(b) 1,492 (21)(f) 1,471
------- ------- ---- ------ ------- ------- -------
Operating income (283) 1,190 -- 675 1,582 2,912 4,494
Interest expense........ 1,129 650 -- (1,217)(c) 562 -- 562
Other (income) expense,
net.................... 103 -- 103 -- 103
------- ------- ---- ------ ------- ------- -------
Income (loss) before
income taxes........... (1,515) 540 -- 1,892 917 2,912 3,829
Provision (benefit) for
income taxes........... 100 308 -- 15 (d) 423 1,343 (d) 1,766
------- ------- ---- ------ ------- ------- -------
Net income (loss)....... $(1,615) $ 232 $-- $1,877 $ 494 $ 1,569 $ 2,063
======= ======= ==== ====== ======= ======= =======
Basic net income per
share .................
Shares used in computing
basic net income per
share(h)...............
=======
Diluted net income per
share .................
=======
Shares and potential
dilutive shares used in
computing diluted
earnings per share(h)..
=======
</TABLE>

F-9
<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS ADJUSTMENTS

FOR THE QUARTER ENDED MARCH 31, 1998

Pro Forma Adjustments

(a) Represents the salaries, fringe benefits and other directly attributable
expenses of certain shareholders of Merkert and Rogers who will no longer
be employed per written agreement.

(b) Represents the net decrease of amortization of goodwill and other
intangibles as a result of the purchase of Merkert and Rogers. The Company
is in the process of allocating the excess purchase price to certain
intangibles and goodwill and has preliminarily assigned a weighted average
life for all intangibles of 35 years.

(c) Represents the reduction of interest expense as a result of the Company's
intention to pay down the following obligations:

<TABLE>
<CAPTION>
APPROXIMATE Q1 98 INTEREST
DESCRIPTION AMOUNT RATE EXPENSE
----------- ------- ----------- --------------
<S> <C> <C> <C>
Revolving line of credit................ $ 6,000 8.50% $ 138
Revolving line of credit................ 8,600 8.70% 175
Mortgage note........................... 3,800 8.56% 82
IRS..................................... 10.00% 382
Promissory notes........................ 1,000 8.50% 37
Acquisition obligations of Merkert and
Rogers................................. 18,000 9.00% 403
------
$1,217
</TABLE>

(d) Represents the adjustment to record the income tax provision to reflect
the Company's estimated consolidated effective tax rate of 46%, after
considering non-deductible goodwill amortization.

Integration Adjustments

(e) Represents the impact of closing duplicate offices as a result of
overlapping geographic operations, including: (1) the elimination of
salaries, benefits, bonuses and other direct costs of $3,140 for positions
to be eliminated; (2) the elimination of rental and other office expenses
of $250 for offices to be closed; and (3) the loss of revenue resulting
from manufacturer conflicts of $500.

Pro Forma Combined

(g) The pro forma combined statement of operations excludes in the aggregate
$ of compensation charges recorded in the second quarter of 1998 by
Merkert and Rogers prior to the purchase. These compensation charges
relate to; (1) employment contract settlements of $1,500 paid to certain
executives of Merkert who are departing the Company; (2) cash and life
insurance policies, distributed to certain shareholders of Rogers; and (3)
the transfer of shares of common stock of Rogers by the principal
shareholders to certain minority shareholders; and (4) any reassessment of
the deferred tax asset valuation reserves as a result of the pro forma
adjustments.

(h) Includes (i) shares to be issued to owners of Merkert and Rogers, (ii)
shares issued to the management of and consultants to the Company, and
(iii) shares sold in this Offering necessary to pay the cash portion of
the Combination consideration, retire certain indebtedness relating to
outside bank debt and acquisition obligations of Merkert and Rogers and
pay the expenses of the Offering. In addition, shares and potential
dilutive shares used in computing diluted earnings per share include the
dilutive effect of currently outstanding options to purchase shares of
Common Stock and options to purchase shares of Common Stock to be
granted upon consummation of the Offering.

F-10
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Merkert American Corporation:

We have audited the accompanying balance sheet of Merkert American
Corporation (the "Company") as of March 31, 1998. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express
an opinion on the balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is 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 audit provides a reasonable basis
for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Merkert American Corporation as
of March 31, 1998, in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

Boston, Massachusetts
May 22, 1998

F-11
<PAGE>

MERKERT AMERICAN CORPORATION

BALANCE SHEET

(IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
MARCH 31,
1998
ASSETS ---------
<S> <C>
Cash................................................................. $500
Deferred Offering and Combination Costs.............................. 289
----
Total Assets....................................................... $789
====
LIABILITIES AND STOCKHOLDER'S EQUITY
Accrued Expenses..................................................... $289
Notes Payable........................................................ 500
----
Preferred Stock, 0 shares issued and outstanding..................... --
Common Stock, $.01 par value--1,500 shares issued and outstanding.... --
----
Total Liabilities and Stockholder's Equity......................... $789
====
</TABLE>

The accompanying notes are an integral part of this balance sheet.

F-12
<PAGE>

MERKERT AMERICAN CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

Merkert American Corporation (the "Company") was incorporated on March 4,
1998 in order to create a leading national food broker through the acquisition
of Merkert Enterprises, Inc. and Subsidiary ("Merkert") and Rogers-American
Company, Inc. and Subsidiary ("Rogers"). These purchases (hereinafter referred
to as the "Combination") will occur concurrently with and as a condition of an
initial public offering (the "Offering"). The Company intends to complete the
Offering of its common stock and subsequent to the Offering continue to
acquire, through merger or purchase, similar companies in order to expand its
regional and national operations.

The Company's primary assets at March 31, 1998 are cash and deferred
Offering and Combination costs. The Company's only operations to date have
related to the Offering and the Combination. Funding for the deferred offering
and Combination costs has been provided by Monroe & Company II, LLC (See Note
3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these financial statements.

Use of 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. Actual results could differ from those estimates.

Stock Based Compensation Plans

The Company intends to account for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25. It will adopt the disclosure only
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123
Accounting for Stock-Based Compensation that requires stock-based compensation
to be disclosed at its fair value.

Earnings Per Share

In February, 1997 the Financial Accounting Standard Board issued SFAS No.
128 Earnings per Share. SFAS No. 128 requires the presentation of basic
earnings per share ("EPS") and diluted earnings per share. Basic EPS excludes
dilution and is calculated using the weighted average number of common shares
outstanding for the period. Diluted EPS is calculated using the weighted
average number of common shares and dilutive potential common shares
outstanding for the period. Dilutive potential shares consist of stock options
and are calculated using the treasury stock method.

Deferred Offering and Combination costs

Deferred Offering and Combination costs consist primarily of legal,
accounting and other professional fees incurred in connection with the
Combination and the Offering. All costs associated with the Combination will
be included as a component of purchase price pursuant to the purchase method
of accounting. All costs associated with the Offering will be charged to
Stockholder's Equity as a reduction to the proceeds when the Offering closes.

3. RELATED PARTY TRANSACTIONS

In connection with the founding and organization of the Company, Monroe &
Company II, LLC purchased 1,500 shares of Common Stock for an aggregate
purchase price of $150. On May 11, 1998, Monroe & Company, LLC entered into a
consulting agreement with the Company pursuant to which Monroe & Company, LLC
was engaged to render certain business consulting, financial advisory and
investment banking services to the Company

F-13
<PAGE>

MERKERT AMERICAN CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

on an exclusive basis for three years. Pursuant to the consulting agreement,
Monroe & Company, LLC will be paid a financial advisory fee equal to (i) 5% of
any consideration paid by the Company in connection with any transaction which
results in the merger, consolidation or combination of the Company and a third
party, the acquisition by the Company of the capital stock or assets of a
third party or a joint venture with any third party ("Consideration") up to $1
million, plus (ii) 4% of the Consideration paid in excess of $1 million and up
to $2 million, plus (iii) 3% of the Consideration paid in excess of $2 million
and up to $3 million, plus (iv) 2% of the Consideration paid in excess of $3
million and up to $4 million, plus (v) 1% of the Consideration paid in excess
of $4 million. Under the consulting agreement, Monroe & Company, LLC will also
be paid a fee equal to 0.75% of any principal amount committed under a senior
credit facility for the Company from a lending institution. An additional fee
shall be payable to Monroe & Company, LLC upon increases in such amount or
upon refinancings with a new lender during the term of the consulting
agreement. Monroe & Company, LLC will also be entitled to consulting fees
based on projects and fee schedules to be mutually agreed upon by Monroe &
Company, LLC and the independent directors of the Company (the "Board"). All
fees related to financial advisory services and private placement will be paid
to Monroe & Company, LLC in cash at the closing of the respective transaction.
Consulting fees are paid on a monthly basis as services are rendered.

In April 1998, Gerald R. Leonard, who will become Chairman of the Board,
Chief Executive Officer and President of the Company upon consummation of the
Offering, purchased 300 shares of Common Stock from the Company for an
aggregate purchase price of $1,500,000, the estimated fair market value as
determined by the Board. The purchase price for such stock was paid by a
promissory note from Mr. Leonard to the Company in the principal amount of
$1,500,000 (the "Leonard Note"). The Leonard Note provides that amounts
outstanding thereunder will bear interest at a rate of 6% per annum, and that
the entire principal amount and accrued interest will be due and payable on
April 8, 2003. Mr. Leonard's obligations under the Leonard Note are secured by
a pledge of the 300 shares of Common Stock purchased thereby pursuant to a
stock pledge agreement. The Leonard Note is a recourse obligation of Mr.
Leonard with respect to the sum of (i) the outstanding principal amount from
time to time less $750,000 (but not less than zero dollars) and (ii) one-half
of the accrued and unpaid interest at such time.

4. CAPITAL STOCK

Upon amendment and restatement of the Company's Certificate of
Incorporation, the Company's authorized capital stock will consist of
50,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000
shares of undesignated preferred stock.

Common Stock

At March 31, 1998, there were 1,500 shares of Common Stock outstanding.
Holders of Common Stock are entitled to one vote for each share held of record
on all matters to be submitted to a vote of the stockholders.

In the event of any liquidation, dissolution or winding-up of the affairs of
the Company, holders of Common Stock will be entitled to share ratably in the
assets of the Company remaining after payment or provision for payment of all
of the Company's debts and obligations and after liquidation payments to
holders of the outstanding shares of undesignated preferred stock, if any.

Undesignated Preferred Stock

At March 31, 1998, there were no shares of undesignated preferred stock
outstanding. Holders of undesignated preferred stock would have priority over
the holders of Common Stock with respect to dividends, and to other
distributions, including the distribution of assets upon liquidation. The
Board has the authority, without stockholder authorization, to issue shares of
undesignated preferred stock in one or more series and to fix the terms,
limitations, relative rights and preferences and variations.

F-14
<PAGE>

MERKERT AMERICAN CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. STOCK OPTION PLAN

The Company has adopted the Merkert American Corporation 1998 Stock Option
and Incentive Plan (the "1998 Stock Plan"), which provides for the award of
incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), stock
appreciation rights, deferred stock awards, restricted and unrestricted stock
awards, performance share awards and dividend equivalent rights to all
directors and employees of and consultants to the Company. The number of
shares authorized for issuance under the 1998 Stock Plan is . In general,
the terms of the awards granted will be established by either the Board of
Directors or a committee established by the Board of Directors, which will
consist of no less than two non-employee directors.

In May 1998, the Company granted Non-Qualified Options to purchase up to
shares of Common Stock under the 1998 Stock Plan to persons who will be
officers of the Company following the consummation of the Offering.These
options were issued at an exercise price of $ per share. One-fourth of these
options become exercisable upon consummation of the Offering, and one-fourth
become exercisable on each of the first, second and third anniversaries of the
date of grant. See "Certain Transactions." In addition, in connection with the
Offering, the Company will grant to employees of the Company options under the
1998 Stock Plan to purchase an aggregate of shares of Common Stock. Each
such option will have a per share exercise price equal to the Offering price,
will expire ten years from the date of grant and generally will become
exercisable in .

6. SUBSEQUENT EVENTS

On May 22, 1998, Rogers entered into a Stock Purchase Agreement with Merkert
American Corporation and the stockholders of Rogers (the "Purchase
Agreement"). Pursuant to the Purchase Agreement, the Company will purchase all
of the outstanding shares of common stock of Rogers for approximately $35
million in cash and stock of the Company. The consummation of the purchase is
subject to a number of conditions, including the successful completion of an
initial public offering of the common stock of the Company. There can be no
assurances that the Purchase Agreement will be consummated.

On May 20, 1998, Merkert entered into a Stock Purchase Agreement with
Merkert American Corporation and the stockholders of Merkert. Pursuant to this
stock purchase agreement the Company will purchase all of the outstanding
shares of common and convertible redeemable preferred stock of Merkert for
approximately $51.2 million in cash and stock of the Company. The
consideration shall be reduced by the amount payable by Merkert as a result of
the current examination of Merkert's federal and state tax filings for 1992,
1993 and 1994. The consummation of the purchase is subject to a number of
conditions, including the successful completion of an initial public offering
of the common stock of the Company. In addition, Merkert has agreed to settle
the employment contracts of two executives upon the consummation of this stock
purchase agreement and will record a compensation charge of $1,500 at that
time. There can be no assurances that the stock purchase agreement will be
consummated.

The Company and Messrs. Monroe and Leonard are parties to a Registration
Rights Agreement dated May 18, 1998, pursuant to which Messrs. Monroe and
Leonard have the right, subject to certain restrictions, beginning on the date
that is 180 days following the completion of the Offering, to cause the
Company to effect a registration of their shares of Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), on not more than
two occasions. Messrs. Monroe and Leonard also have certain "piggy back"
registration rights in the event the Company registers any of its securities
for either itself or for security holders exercising their registration
rights.

In connection with the Combination the Company will enter into Registration
Rights Agreements with the former stockholders of Merkert and Rogers,
respectively, pursuant to which such former stockholders will have the right,
subject to certain restrictions, to include their shares of Common Stock
received in the Combination in a registration statement filed by the Company
under the Securities Act.

F-15
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Merkert Enterprises, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheets of Merkert
Enterprises, Inc. and Subsidiary ("Merkert") as of December 31, 1996 and 1997,
and the related consolidated statements of operations, stockholders' deficit
and cash flows for each of the three years in the period ended December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Merkert
Enterprises, Inc. and subsidiary as of December 31, 1996 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered net losses in 1996 and 1997 and
has a net working capital deficiency at December 31, 1997 that raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Arthur Andersen LLP

Boston, Massachusetts
May 22, 1998

F-16
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
MARCH 31,
1996 1997 1998
------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.......................................... $ 730 $ 566 $ 334
Restricted cash............................... 368 595 639
Accounts receivable, less allowance for
doubtful accounts of $225, $575 and $575,
respectively................................. 16,708 18,437 16,018
Inventories................................... 1,834 1,911 1,659
Prepaid expenses and advances................. 240 318 2,108
------- -------- --------
Total current assets........................ 19,880 21,827 20,758
------- -------- --------
Property, plant and equipment, net.............. 8,155 12,628 12,094
------- -------- --------
Intangibles, net of amortization................ 18,027 23,613 23,031
------- -------- --------
Other assets.................................... 1,360 631 765
------- -------- --------
Total assets................................ $47,422 $ 58,699 $ 56,648
======= ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt.......... $ 651 $ 693 $ 948
Revolving line of credit...................... 1,430 5,883 5,923
Current maturities of notes payable and
lease........................................ 2,746 4,085 3,324
Accounts payable.............................. 8,611 8,184 3,054
Accrued expenses.............................. 23,844 27,942 30,287
------- -------- --------
Total current liabilities................... 37,282 46,787 43,536
------- -------- --------
Long-term debt and notes payable, less current
maturities..................................... 15,590 21,278 24,193
------- -------- --------
Commitments and contingencies...................
Convertible redeemable preferred stock:
$.01 par value, at redemption value--
Authorized--500,000 shares
Issued and outstanding--237,446 shares in
1996 and 213,566 shares in 1997............. 6,360 5,720 5,720
Common Stock, subject to redemption $.01 par
value
Issued and outstanding--370,753 and 411,853
shares, respectively........................... 805 1,619 1,619
Stockholders' deficit:
Common stock, $.01 par value--
Authorized--3,500,000 shares
Issued and outstanding--1,232,582 and
1,224,582 shares, respectively.............. 14 14 14
Additional paid-in capital.................... 3,126 3,126 3,126
Accumulated deficit........................... (12,048) (15,942) (17,657)
Treasury stock--at cost....................... (3,707) (3,903) (3,903)
------- -------- --------
(12,615) (16,705) (18,420)
------- -------- --------
Total liabilities and stockholders'
deficit.................................... $47,422 $ 58,699 $ 56,648
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-17
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------- ----------------
1995 1996 1997 1997 1998
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions.................. $73,336 $ 80,661 $104,274 $26,201 $24,168
Sales........................ 49,233 44,916 43,105 11,257 12,424
------- -------- -------- ------- -------
122,569 125,577 147,379 37,458 36,592
Operating expenses:
Selling expenses............. 45,717 52,510 69,913 19,181 16,144
Cost of sales................ 45,615 41,890 39,027 10,467 11,420
General and administrative... 26,671 28,097 32,582 8,366 8,174
Depreciation and
amortization................ 2,132 2,447 4,484 1,149 1,137
------- -------- -------- ------- -------
Operating income (loss).... 2,434 633 1,373 (1,705) (283)
------- -------- -------- ------- -------
Other income (expense):
Interest income.............. 155 133 56 13 --
Interest expense............. (1,660) (2,283) (5,010) (1,222) (1,129)
Other income (expense)....... (122) 247 23 (40) (103)
------- -------- -------- ------- -------
Total other income
(expense)................. (1,627) (1,903) (4,931) (1,249) (1,232)
------- -------- -------- ------- -------
Income (loss) before provision
for income taxes.............. 807 (1,270) (3,558) (2,954) (1,515)
Provision (benefit) for income
taxes......................... 1,268 804 (109) 40 100
------- -------- -------- ------- -------
Net loss................... (461) (2,074) (3,449) (2,994) (1,615)
Preferred stock dividends...... 445 445 445 111 100
------- -------- -------- ------- -------
Net loss applicable to common
stockholders.................. $ (906) $ (2,519) $ (3,894) $(3,105) $(1,715)
======= ======== ======== ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-18
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
COMMON STOCK,
$.01 PAR VALUE TREASURY STOCK ADDITIONAL
---------------- ---------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- ------ ------- ------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1994................... 1,447,582 $ 14 -- $ -- $3,126 $ (8,623) $ (5,483)
Net income............ -- -- -- -- -- (461) (461)
Preferred dividend
declared............. -- -- -- -- -- (445) (445)
Purchase of treasury
stock................ -- -- 123,000 2,042 -- -- (2,042)
--------- ---- ------- ------- ------ -------- ---------
Balance, December 31,
1995................... 1,447,582 14 123,000 2,042 3,126 (9,529) (8,431)
Net loss.............. -- -- -- -- -- (2,074) (2,074)
Preferred dividend
declared............. -- -- -- -- -- (445) (445)
Purchase of treasury
stock................ -- -- 92,000 1,665 -- -- (1,665)
--------- ---- ------- ------- ------ -------- ---------
Balance, December 31,
1996................... 1,447,582 14 215,000 3,707 3,126 (12,048) (12,615)
Net loss.............. -- -- -- -- -- (3,449) (3,449)
Preferred dividend
declared............. -- -- -- -- -- (445) (445)
Issuance of stock--
401(k)............... -- -- (10,500) (174) -- -- 174
Purchase of treasury
stock................ -- -- 18,500 370 -- -- (370)
--------- ---- ------- ------- ------ -------- ---------
Balance, December 31,
1997................... 1,447,582 14 223,000 3,903 3,126 (15,942) (16,705)
Net loss (unaudited).. (1,615) (1,615)
Preferred dividend
declared
(unaudited).......... -- -- -- -- -- (100) (100)
--------- ---- ------- ------- ------ -------- ---------
Balance, March 31, 1998
(unaudited)............ 1,447,582 $ 14 223,000 $ 3,903 $3,126 $(17,657) $ (18,420)
========= ==== ======= ======= ====== ======== =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-19
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- ----------------
1995 1996 1997 1997 1998
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss.......................... $ (461) $(2,074) $(3,449) $(2,994) $(1,615)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating
activities--
Depreciation and amortization... 2,132 2,447 4,484 1,149 1,137
Loss (gain) on disposal of fixed
assets......................... (31) 45 115 6 (224)
Changes in assets and
liabilities, exclusive of
acquisitions--
(Increase) decrease in--
Accounts receivable, net...... (1,269) (1,565) (1,729) (1,538) 2,419
Inventories, prepaid expenses
and advances................. 189 718 (155) 399 (1,537)
Other assets.................. 86 (348) 527 3 (131)
Accounts payable.............. 2,868 2,266 (427) (2,772) (5,130)
Accrued expenses.............. 2,664 2,584 4,098 7,177 2,345
------- ------- ------- ------- -------
Net cash provided by (used in)
operating activities......... 6,178 4,073 3,464 1,430 (2,736)
------- ------- ------- ------- -------
Cash flows from investing
activities:
Additions to property, plant and
equipment...................... (1,435) (3,356) (7,273) (2,030) (410)
Net proceeds from sale of
property, plant and equipment.. 149 117 530 24 512
Acquisitions, net of cash
acquired....................... -- (1,421) (748) (748) --
(Increase) decrease in cash
surrender value, net of
increase in policy loans....... (19) (26) 202 (17) (3)
------- ------- ------- ------- -------
Net cash (used in) provided by
investing activities......... (1,305) (4,686) (7,289) (2,771) 99
------- ------- ------- ------- -------
Cash flows from financing
activities:
Dividends paid.................. (445) (445) (445) -- --
Borrowings under revolving line
of credit...................... -- 1,430 4,453 4,348 40
Issuance (repayment) of long-
term debt...................... -- 1,473 3,419 (4,113) 3,170
Net (repayment) issuance of
notes payable.................. (275) (1,292) (2,529) 876 (761)
Redemption of convertible
preferred stock................ -- -- (640) -- --
Repurchase of treasury stock.... (2,042) (1,665) (370) -- --
------- ------- ------- ------- -------
Net cash (used in) provided by
financing activities......... (2,762) (499) 3,888 1,111 2,449
------- ------- ------- ------- -------
Net increase (decrease) in
cash......................... 2,111 (1,112) 63 (230) (188)
Cash:
Beginning of year............... 99 2,210 1,098 1,098 1,161
------- ------- ------- ------- -------
End of period................... $ 2,210 $ 1,098 $ 1,161 $ 868 $ 973
======= ======= ======= ======= =======
Supplemental disclosures of:
Cash flow information--
Cash payments for--
Interest...................... $ 563 $ 934 $ 3,501 $ -- $ --
======= ======= ======= ======= =======
Income taxes.................. $ 822 $ 1,825 $ 21 $ 6 $ 1,756
======= ======= ======= ======= =======
Non-cash flow information--
Purchase price financed by
seller....................... $ 1,158 $13,947 $ 6,292 $ 6,292 $ --
======= ======= ======= ======= =======
Liabilities assumed........... $ -- $ 724 $ 560 $ 560 $ --
======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

F-20
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

1. NATURE OF BUSINESS

Merkert Enterprises, Inc. ("Merkert") is a broker of food and various food-
related products. Merkert provides sales, marketing and merchandising services
to manufacturers (Manufacturers) of consumer goods and serves as an
intermediary between the Manufacturers and retailers and wholesalers of the
consumer goods. Merkert also provides development, inventory management and
procurement and packaging services of private label frozen fruit and vegetable
products for several retailers. Merkert primarily operates throughout the
northeast and mid-Atlantic regions of the United States.

2. LIQUIDITY

Merkert incurred net losses in 1996 and 1997 and has a net working capital
deficiency of $24,960 as of December 31, 1997, which results in a substantial
doubt about Merkert's ability to continue as a going concern. Management's
plans to alleviate the net working capital deficiency include the sale of all
of the outstanding shares of Merkert's common and convertible redeemable
preferred stock to another entity (see Note 12). This new entity intends to
finance the acquisition through an initial public offering of equity
(offering). The proceeds from a successful offering will also be used to repay
certain indebtedness of Merkert. Also, Merkert plans to seek to obtain a new
revolving credit facility sufficient to meet Merkert's working capital
requirements. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Merkert and
its wholly owned subsidiary Merkert Laboratories, Inc. ("Merkert Labs"). All
intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The financial statements as of March 31, 1998 and for the three months ended
March 31, 1997 and 1998 are unaudited. Merkert believes these financial
statements include all adjustments, consisting of normal recurring
adjustments, that Merkert considers necessary for a fair presentation of the
financial position and of the results of operations for the respective
periods.

It should also be noted that the results for the interim periods are not
necessarily indicative of the results expected for any other interim period or
full year.

Use of Estimates

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

F-21
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Revenue Recognition

Commissions are earned and recognized upon shipment by the Manufacturer to
the retailer or wholesaler; product sales revenue is recognized upon shipment
by Merkert.

Marketable Securities

Merkert accounts for its marketable securities in accordance with Statement
of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities. Merkert's investments were
classified as available-for-sale and are recorded at market value. During
1995, all investments were sold and the resulting gain of $567 was included in
other income in the consolidated statement of operations.

Inventories

Inventories are primarily finished goods and consist of price marking guns
and labels as well as other supplies purchased by retailers. Inventories are
stated at the lower of cost or market and are valued on a first-in, first-out
(FIFO) basis.

Fair Value

Effective December 31, 1995, Merkert adopted SFAS No. 107, Disclosures About
Fair Value of Financial Instruments. SFAS No. 107 requires that Merkert
disclose estimated fair values for certain of its financial instruments.
Merkert's financial instruments consist of cash, accounts receivable, notes
payable, accounts payable and long-term debt. The carrying value of Merkert's
financial instruments approximates fair value at December 31, 1995, 1996 and
1997.

Concentration of Credit Risk

Financial instruments that potentially subject Merkert to concentrations of
credit risk principally consist of trade receivables. Merkert's trade
receivables result primarily from commission sales. Merkert maintains reserves
for potential credit losses and such losses have been immaterial.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed
principally by accelerated methods over the estimated useful lives of the
assets.

Intangibles

Intangibles consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1996 1997
------- -------
<S> <C> <C>
Goodwill................................................... $17,160 $20,595
Noncompete agreements...................................... 1,857 5,883
------- -------
19,017 26,478
Accumulated amortization................................... (990) (2,865)
------- -------
$18,027 $23,613
======= =======
</TABLE>

F-22
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Goodwill, the excess of the acquired business purchase price over the fair
value of the acquired assets, is amortized on a straight-line basis over
estimated useful lives which range from 10 to 20 years. Noncompete agreements
are amortized on a straight-line basis over the life of the respective
agreement. Amortization expense was $467, $861 and $2,615 for the years ended
December 31, 1995, 1996 and 1997, respectively.

Income Taxes

Merkert provides for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 recognizes tax assets and
liabilities for the cumulative effect of all temporary differences between the
financial statement carrying amounts and the tax basis of assets and
liabilities and are measured using the enacted tax rates which will be in
effect when these differences are expected to reverse.

Impairment of Long-Lived Assets

Merkert evaluates the carrying value of its long-lived assets in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to Be Disposed Of. Accordingly, Merkert evaluates the
carrying value of its long-lived assets including equipment and goodwill
whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. Under SFAS No. 121, an assessment is made to determine
whether the sum of the expected future undiscounted cash flows from the use of
the assets and eventual disposition is less than the carrying value. If the
sum of the expected undiscounted cash flows is less than the carrying value,
an impairment loss is recognized by measuring the excess of carrying value
over fair value (generally estimated by projected future discounted cash flows
for the applicable operation or independent appraisal). At December 31, 1996
and 1997, management believes no such impairment of assets was indicated.

Accrued Expenses

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1996 1997
------- -------
<S> <C> <C>
Accrued compensation......................................... $ 3,125 $ 3,589
Taxes........................................................ 14,353 16,972
Other........................................................ 6,366 7,381
------- -------
$23,844 $27,942
======= =======
</TABLE>

4. ACQUISITIONS

Merkert completed acquisitions of several food brokerage businesses during
1995, 1996 and 1997.

The acquisitions are accounted for using the purchase method of accounting;
accordingly, the results of operations are included in the accompanying
consolidated financial statements from their respective dates of acquisition.
The purchase price has been allocated to assets acquired and liabilities
assumed based upon their estimated fair values at the date of acquisition. A
portion of the purchase price in certain acquisitions is payable contingent
upon achieving defined performance criteria. Merkert's policy is to estimate
the net present value of the expected payments and record that amount as part
of the purchase price. Merkert records any ultimate changes to the estimate as
an adjustment to the goodwill. Purchase price in excess of net identified

F-23
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

tangible and intangible assets is recorded as goodwill and amortized on a
straight-line basis over periods ranging from 10 to 20 years. The following is
a summary of the acquisitions which were consummated in 1995, 1996 and 1997:

<TABLE>
<CAPTION>
PURCHASE PRICE NET
----------------- TANGIBLE
CASH FINANCED ASSETS OTHER
ACQUISITION DATE PAID BY SELLER ACQUIRED GOODWILL INTANGIBLES
----------- ------------ ------ --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Food Service Sales...... January 1995 $ -- $(1,158) $ -- $ 1,158 $ --
ABD Sales, Inc.......... October 1996 (1,121) (9,275) (63) 10,147 312
DelGrosso-Richardson-
Morrison, Inc.......... October 1996 (300) (4,672) 88 3,554 1,330
Toomey-Delong, Inc. .... January 1997 (635) (5,144) 593 1,160 4,026
Luciano................. January 1997 (113) (1,148) (405) 1,666 --
</TABLE>

Had each of these acquisitions been consummated on January 1, 1996, the
unaudited pro forma revenues and net loss for Merkert for the year ended
December 31, 1996 would have been $164,877 and $1,787, respectively.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following at December 31,
1996 and 1997:

<TABLE>
<CAPTION>
DEPRECIABLE
1996 1997 LIFE IN YEARS
------- ------- -------------
<S> <C> <C> <C>
Land........................................... $ 693 $ 693 --
Buildings...................................... 5,780 10,113 25-39
Furniture and equipment........................ 4,744 5,590 5
Data processing................................ 4,010 5,497 3
Motor vehicles................................. 1,061 354 5
Leasehold improvements......................... 1,036 217 5
------- -------
17,324 22,464
Less--Accumulated depreciation................. 9,169 9,836
------- -------
$ 8,155 $12,628
======= =======
</TABLE>

Depreciation expense for the years ended December 31, 1995, 1996 and 1997
was $1,665, $1,586 and $1,869, respectively.

6. EMPLOYEE BENEFIT PLANS

Merkert sponsors the Merkert Enterprises, Inc. Employee Stock Ownership Plan
and Trust ("ESOP"). On January 1, 1997, Merkert amended its ESOP to provide
for a contributory plan under the provisions of Section 401(k) (the"401(k)
Plan") of the Internal Revenue Code. As of January 1, 1997, eligible employees
can make voluntary contributions to the 401(k) Plan.

Under the provisions of the 401(k) Plan, Merkert currently matches 100% of
an eligible employee's contribution up to certain limits determined by Merkert
(currently 4%) of the employee's salary. Prior to the adoption of the 401(k)
Plan, Merkert's contributions were made at the discretion of the Board.

F-24
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

For the years ended December 31, 1995, 1996 and 1997, Merkert expensed
approximately $2,275, $1,249 and $988, respectively, under the terms of the
ESOP and 401(k) Plans. On December 23, 1997, the Board authorized the issuance
to the ESOP of 51,600 shares, held as treasury stock to satisfy the fiscal
1997 obligation. The value of the common stock issued to the 401(k) was at
fair value based on an independent appraisal.

At December 31, 1997, the ESOP owned 25% of the common stock and 100% of the
redeemable convertible preferred stock outstanding. Furthermore, under the
terms of the ESOP, Merkert may be required to repurchase both common and
preferred stock issued to either the ESOP or an employee upon the occurrence
of certain events.

7. CONVERTIBLE REDEEMABLE PREFERRED STOCK

The convertible redeemable preferred stock was issued in September 1991.
Each share is convertible into one share of common stock under certain
circumstances. The convertible redeemable preferred stock is subject to a
cumulative annual dividend of $1.875 per share and has pro rata participation
rights in any common stock dividends. The convertible redeemable preferred
stock is redeemable by the holder at any time; only to the extent necessary
for such holder to provide for distributions to participants in the ESOP. The
preferred stock is redeemable at a price equal to the greater of the appraised
value per share or $26.785 per share plus any unpaid dividends. All shares of
common and convertible redeemable preferred stock have equal voting rights.

8. CONTINGENCIES

Merkert is involved in various legal proceedings which have arisen in the
ordinary course of business. Management believes the outcome of such legal
proceedings will not have a material adverse impact on Merkert's consolidated
financial position or results of operations.

9. COMMITMENTS

Promotional Funds

Certain of Merkert's Manufacturers provide Merkert with funds to be used
solely for advertising and other promotional activities. At December 31, 1996
and 1997, Merkert had cash of $368 and $595, respectively, whose use was
restricted to payment for promotional activities on behalf of its
Manufacturers. The offsetting liability is included in accrued liabilities in
the balance sheet at December 31, 1996 and 1997.

Legal Proceedings

Merkert has received written notice from the seller of a food brokerage
business acquired by Merkert alleging that Merkert has breached certain
covenants contained in an agreement with such seller, claiming that such
breaches have caused the acceleration of certain obligations of Merkert to
such seller and threatening litigation in connection with such claims. The
Company believes that this matter, if determined adversely to the Company,
would not have a material adverse effect on the Company. The Company is from
time to time a party to litigation arising in the ordinary course of business.
There can be no assurance that the Company's insurance coverage will be
adequate to cover all liabilities occurring out of such claims. In the opinion
of management, any liability that the Company might incur upon the resolution
of this litigation will not, in the aggregate, have a material adverse effect
on the financial condition or results of operations of the Company.

F-25
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Leases

Merkert leases certain office and warehouse facilities under operating
leases expiring on various dates through 2005.

Rental costs, including real estate taxes, amounted to approximately $3,273,
$3,469 and $4,386 in 1995, 1996 and 1997, respectively.

The following is a schedule of future minimum rental payments exclusive of
real estate taxes required under operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of December 31,
1997:

<TABLE>
<CAPTION>
RENT
PAYMENTS
--------
<S> <C>
Year ending December 31,
1998............................................................... $ 2,559
1999............................................................... 2,232
2000............................................................... 1,740
2001............................................................... 1,458
2002............................................................... 1,462
Thereafter......................................................... 3,094
-------
Total............................................................. $12,545
=======
</TABLE>

10 INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, is
as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------ ---- -----
<S> <C> <C> <C>
Federal--
Current.................................................. $ 632 $603 $ (82)
Deferred................................................. 320 -- --
------ ---- -----
952 603 (82)
------ ---- -----
State--
Current.................................................. 210 201 (27)
Deferred................................................. 106 -- --
------ ---- -----
316 201 (27)
------ ---- -----
$1,268 $804 $(109)
====== ==== =====
</TABLE>

A reconciliation between the provision for income taxes computed at U.S.
federal statutory rates and the effective rates reflected in the accompanying
consolidated statements of income are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
---------------------
1995 1996 1997
------ ----- -------
<S> <C> <C> <C>
U.S. federal statutory provision.................... $ 274 $(432) $(1,210)
State income taxes, net of federal income tax
effect............................................. 48 (76) (213)
Change in valuation allowance....................... 4 1,137 1,613
Permanent items..................................... 282 314 459
Other............................................... 660 (139) (758)
------ ----- -------
Effective tax provision........................... $1,268 $ 804 $ (109)
====== ===== =======
</TABLE>

F-26
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

The tax effect of temporary differences which give rise to deferred income
tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1996 1997
------- -------
<S> <C> <C>
Assets--
Accrued interest......................................... $ 1,900 $ 2,487
Intangibles.............................................. 244 1,737
Receivable reserves...................................... 90 230
Health insurance......................................... 15 240
Net operating loss....................................... -- 164
Alternative minimum tax credit........................... -- 157
Other.................................................... 1,255 1,062
------- -------
Total assets........................................... 3,504 6,077
------- -------
Valuation allowance...................................... (3,390) (5,003)
------- -------
Total assets, net of valuation allowance............... 114 1,074
------- -------
Liabilities--
Property basis differences............................... -- (264)
Prepaid expenses......................................... (114) (164)
Other.................................................... -- (646)
------- -------
Total liabilities...................................... (114) (1,074)
------- -------
Net assets (liabilities)............................... $ -- $ --
======= =======
</TABLE>

Merkert has provided a valuation allowance on the portion of the net
deferred tax assets that are not likely to be realized. The valuation
allowance increased in fiscal 1997 and fiscal 1996 by approximately $1,613 and
$1,137, respectively.

Merkert's federal and state tax filings for 1992, 1993 and 1994 are
currently under examination by tax authorities. The examinations are not
complete and Merkert expects to challenge certain preliminary conclusions of
the examinations. Merkert has established reserves in various years which it
believes will be adequate to cover the range of potential liability; however,
the ultimate outcome of the matter is uncertain (see Note 12).

F-27
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

11. LONG-TERM DEBT

As of December 31, debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1996 1997
------- -------
<S> <C> <C>
Revolving line of credit....................................... $ 1,430 $ 5,883
Bank--mortgage and term loans.................................. 2,834 6,253
Commercial promissory notes.................................... 1,951 1,242
Leases......................................................... -- 186
Acquisition Agreement--DRM..................................... 4,577 3,532
Acquisition Agreement--ABD..................................... 8,723 8,513
Acquisition Agreement--FSS..................................... 625 327
Acquisition Agreement--Luciano................................. -- 1,345
Acquisition Agreement--Toomey-DeLong........................... -- 4,509
Other.......................................................... 277 149
------- -------
20,417 31,939
Less--Current maturities....................................... 4,827 10,661
------- -------
Net long-term debt........................................... $15,590 $21,278
======= =======
</TABLE>

The amounts due under the acquisition agreements represent the total
estimated payments to be made pursuant to these agreements. The total
estimated payments have been discounted using a rate of approximately 10%. The
amounts due under these notes are unsecured and extend through 2009. They are
payable in either monthly or quarterly payments.

On October 31, 1996, Merkert entered into an $8,500 secured revolving line-
of-credit agreement with a bank. The revolving line-of-credit bears interest
at the bank's base rate (8.5% at December 31, 1997). On December 23, 1997, the
revolving line-of-credit agreement was amended to extend the term of the
agreement through February 1, 1999. Amounts outstanding under the revolving
line-of-credit are secured by eligible accounts receivables. The agreement
contains restrictive covenants customary in this type of financing
arrangement.

On September 5, 1996, a bank mortgage secured by a building was refinanced
and Merkert entered into a new loan agreement with a bank. The agreement
provided for a $4,335 mortgage loan and amended the existing term loan to
increase the availability under the loan to $2,765. Proceeds from these
borrowings were used to refinance the old bank mortgage note, existing
commercial promissory note, and to fund construction of Merkert's new office
space. The mortgage loan required monthly interest payments only, beginning
October 5, 1996 through July 5, 1997. Effective July 5, 1997, both principal
and interest are due monthly. The mortgage loan matures September 5, 2006, at
which time a balloon payment of the remaining balance would have been due. The
interest rates will float at the bank's base rate, or may be fixed at rates
tied to the London Interbank Offered Rate or U.S. Treasury Rates, at Merkert's
option. The term loan required monthly principal payments of $50, plus
interest and matures September 2, 2001.

The September 5, 1996 loan agreement and the revolving line of credit
agreement contain restrictive covenants customary in these types of financing
arrangements, including limitations on obtaining additional indebtedness and
certain financial covenants including a maximum leverage ratio and minimum
tangible net worth requirements. During 1997, Merkert was in default with
respect to the leverage ratios and the minimum tangible net worth covenant. On
December 23, 1997, Merkert obtained a waiver of these defaults.

F-28
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

On February 13, 1998, Merkert entered into a $9,500 secured mortgage
agreement, effective April 1, 1998, with a real estate lender which replaced
their existing mortgage and term loans. The mortgage note bears interest at
8.56%. The loan requires monthly payments of $82, beginning April 1, 1998 and
matures March 1, 2018.

In September 1995, Merkert repurchased 115,000 shares of common stock for an
aggregate purchase price of $1,909. Merkert paid $581 in cash and delivered an
unsecured promissory note in the amount of $1,328. The note requires three
annual principal payments of $443 and bears interest at 8.75%.

In February 1996, Merkert repurchased 92,000 shares of common stock for an
aggregate purchase price of $1,665. Merkert paid $333 and delivered an
unsecured subordinated promissory note in the amount of $1,332. The note
requires five annual principal payments of $266 and bears interest at 8.25%.

In July 1997, Merkert elected to repurchase 8,000 shares of common stock for
an aggregate purchase price of $160. At December 31, 1997, Merkert had
delivered an unsecured subordinated promissory note in settlement of this
obligation.

In conjunction with the acquisitions discussed in Note 4, elements of the
purchase price were financed by the sellers. These amounts are included in the
following table.

Future principal payments on long-term debt for the years ending December
31, are as follows:

<TABLE>
<S> <C>
1998................................................................. $ 4,778
1999................................................................. 3,049
2000................................................................. 2,726
2001................................................................. 1,899
2002................................................................. 2,084
Thereafter........................................................... 11,520
-------
Total.............................................................. $26,056
=======
</TABLE>

12. SUBSEQUENT EVENTS

On May 20, 1998, Merkert entered into a stock purchase agreement with
Merkert American Corporation and the stockholders of Merkert. Pursuant to this
stock purchase agreement Merkert American Corporation will purchase all of the
outstanding shares of common and convertible redeemable preferred stock of
Merkert for approximately $51.2 million in cash and stock of Merkert American
Corporation The consideration shall be reduced by the amount payable by
Merkert as a result of the current examination of Merkert's federal tax
filings for 1992, 1993 and 1994 and state tax filings for 1994. The
consummation of the purchase is subject to a number of conditions, including
the successful completion of an initial public offering of the common stock of
Merkert American Corporation. In addition, Merkert has agreed to settle the
employment contracts of two executives upon the consummation of the Purchase
Agreement and will record a compensation charge of $1,500 at that time. There
can be no assurances that the stock purchase agreement will be consummated.

On May 22, 1998, Merkert entered into agreements with certain former
stockholders of businesses previously acquired by Merkert. These agreements
provide Merkert with an option to settle, for a predetermined cash payment,
the outstanding obligation due from Merkert to the respective former
shareholder. The cash payouts per these options approximate the amounts
recorded as liabilities in the accompanying consolidated financial statements.
These options expire December 31, 1998. If and when the option is exercised,
any differences between the option amount and the carrying amount in the
accompanying financial statements will be recorded as an adjustment to
purchase price.

F-29
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

On May 18, 1998, Merkert entered into a settlement with the Internal Revenue
Service ("IRS") which resolved matters raised by the IRS in connection with
Merkert's tax filings for 1992, 1993 and 1994. In connection with the
settlement, Merkert will pay approximately $15.3 million, in aggregate, to
both the IRS and the applicable state tax authorities. The amount of the
settlement did not differ materially from recorded reserves. Pursuant to the
stock purchase agreement among Monroe, Inc., Merkert and the stockholders of
Merkert, the former shareholders of Merkert will use a portion of the cash
proceeds received to pay the tax settlement.

In May, 1998 Merkert became subject to an audit with respect to its federal
income tax returns for its fiscal years 1995, 1996, and 1997. Merkert has
established reserves in various years which it believes will be adequate to
cover any potential liability, however the ultimate outcome of this matter is
uncertain.

F-30
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Rogers-American Company, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheets of Rogers-
American Company, Inc. ("Rogers") and Subsidiary as of December 31, 1996 and
1997, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1997. These financial statements are the responsibility of Rogers'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Rogers and
subsidiary as of December 31, 1996 and 1997, and the consolidated results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.

Arthur Andersen LLP

Boston, Massachusetts
May 22, 1998

F-31
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash........................................... $ 730 $ 556 $ 494
Restricted cash................................ 220 505 682
Accounts receivable, less allowance for
doubtful accounts of $484, $799 and $799 in
1996, 1997 and 1998, respectively............. 6,413 9,072 10,301
Prepaid expenses and advances.................. 292 218 240
Income taxes receivable........................ 512 -- --
Deferred tax asset............................. 546 639 639
------- ------- -------
Total current assets......................... 8,713 10,990 12,356
------- ------- -------
Property, plant and equipment, net............... 5,953 5,931 5,966
------- ------- -------
Intangibles, net of amortization................. 20,519 18,671 17,907
------- ------- -------
Other assets:
Cash value of life insurance, net.............. 2,449 3,239 3,239
Deferred tax asset............................. 117 149 149
Other noncurrent assets........................ 10 19 19
------- ------- -------
Total other assets........................... 2,576 3,407 3,407
------- ------- -------
Total assets................................. $37,761 $38,999 $39,636
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt........... $ 6,344 $ 1,949 $11,509
Accounts payable............................... 3,087 2,034 1,732
Accrued expenses............................... 3,971 3,880 3,648
------- ------- -------
Total current liabilities.................... 13,402 7,863 16,889
------- ------- -------
Long-term debt, less current maturities.......... 24,849 30,830 22,209
------- ------- -------
Other noncurrent liabilities..................... 316 479 479
------- ------- -------
Commitments and contingencies
Stockholders' equity:
Common stock, $1.00 par value--
Authorized--100,000 shares
Issued--955 shares............................ 1 1 1
Additional paid-in capital..................... 149 37 37
Retained earnings (accumulated deficit)........ (956) (211) 21
------- ------- -------
Total stockholders' equity (deficit)......... (806) (173) 59
------- ------- -------
Total liabilities and stockholders' equity... $37,761 $38,999 $39,636
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-32
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- --------------------
1995 1996 1997 1997 1998
------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions................ $47,496 $63,311 $82,985 $ 20,025 $ 20,831
------- ------- ------- --------- ---------
Operating Expenses:
Selling expenses........... 35,817 50,614 63,361 16,625 15,785
General and
administrative............ 7,457 10,944 13,023 3,189 3,221
Depreciation and
amortization.............. 1,073 1,646 2,516 636 635
------- ------- ------- --------- ---------
Operating income (loss).. 3,149 107 4,085 (425) 1,190
Interest Expense............. (1,176) (1,656) (2,536) (660) (650)
------- ------- ------- --------- ---------
Income (loss) before
Provision for Income Taxes.. 1,973 (1,549) 1,549 (1,085) 540
Income Tax Provision
(benefit)................... 939 (460) 804 (576) 308
------- ------- ------- --------- ---------
Net income (loss)........ $ 1,034 $(1,089) $ 745 $ (509) $ 232
======= ======= ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-33
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
COMMON STOCK,
$1.00 PAR VALUE ADDITIONAL
------------------ PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
-------- ------- ---------- -------- -------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994...... 1,120 $ 1 $ 258 $ (901) $ (642)
Net income.................... -- -- -- 1,034 1,034
Issuance of 40 shares at
$1,151.85 per share.......... 40 -- 46 -- 46
Redemption of 69 shares at
$1,151.85 per share.......... (69) -- (79) -- (79)
-------- ------ ----- ------- -------
Balance, December 31, 1995...... 1,091 1 225 133 359
Net loss...................... -- -- -- (1,089) (1,089)
Redemption of 59 shares at
$1,292.16 per share.......... (59) -- (76) -- (76)
-------- ------ ----- ------- -------
Balance, December 31, 1996...... 1,032 1 149 (956) (806)
Net income.................... -- -- -- 745 745
Redemption of 76.4 shares at
$1,470.80 per share.......... (77) -- (112) -- (112)
-------- ------ ----- ------- -------
Balance, December 31, 1997...... 955 1 37 (211) (173)
Net income (unaudited)........ -- -- -- 232 232
-------- ------ ----- ------- -------
Balance, March 31, 1998 (unau-
dited)......................... 955 $ 1 $ 37 $ 21 $ 59
======== ====== ===== ======= =======
</TABLE>

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

F-34
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------- ----------------
1995 1996 1997 1997 1998
-------- -------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)............. $ 1,034 $ (1,089) $ 745 $ (509) $ 232
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities--
Depreciation and
amortization............... 1,073 1,646 2,516 636 635
Loss on disposal of fixed
assets..................... 85 -- -- -- --
Deferred income taxes....... 72 (500) (126) -- --
Changes in assets and
liabilities exclusive of
acquisitions (increase)
decrease in--
Restricted cash............. 218 (20) (285) -- (177)
Accounts receivable, net.... (1,106) (1,707) (2,659) (2,731) (1,229)
Income taxes receivable..... -- (512) 512 512 --
Prepaid expenses and
advances................... 414 (77) 74 (139) (22)
Accounts payable............ 484 1,588 (1,053) (720) (302)
Accrued expenses............ 2,212 129 (91) (961) (231)
Other liabilities........... 891 711 (572) 77 --
Other assets................ (39) 29 (9) (2) --
-------- -------- ------- ------- -------
Net cash provided by (used
in) operating
activities............... 5,338 198 (948) (3,837) (1,094)
-------- -------- ------- ------- -------
Cash flows from investing activ-
ities:
Additions to property, plant
and equipment................ (387) (1,045) (453) (146) (66)
Acquisition of businesses, net
of cash acquired............. (11,594) (11,231) (192) (199) 159
Increase in cash surrender
value, net of increase in
policy loans................. (478) (487) (789) -- --
-------- -------- ------- ------- -------
Net cash provided by (used
in) investing
activities............... (12,459) (12,763) (1,434) (345) 93
-------- -------- ------- ------- -------
Cash flows from financing activ-
ities:
Borrowings on revolving line
of credit.................... -- 3,024 8,370 3,825 9,560
Principal payments on line of
credit....................... (660) -- (3,824) -- (8,369)
Issuance of long-term debt.... 7,916 10,157 -- -- --
Repayment of long-term debt... -- -- (2,226) (350) (252)
Issuance of Common Stock...... 46 -- -- -- --
Redemption of common stock.... (79) (76) (112) -- --
-------- -------- ------- ------- -------
Net cash provided by
financing activities..... 7,223 13,105 2,208 3,475 939
-------- -------- ------- ------- -------
Net increase (decrease) in
unrestricted cash........ 102 540 (174) (707) (62)
-------- -------- ------- ------- -------
Unrestricted cash:
Beginning of year............. 88 190 730 730 556
-------- -------- ------- ------- -------
End of year................... $ 190 $ 730 $ 556 $ 23 $ 494
-------- -------- ------- ------- -------
Supplemental disclosures of cash
flow information:
Cash payments for--
Interest.................... $ 1,172 $ 1,635 $ 2,486 $ 610 $ 569
-------- -------- ------- ------- -------
Income taxes................ $ 488 $ 722 $ 180 $ 113 $ 582
-------- -------- ------- ------- -------
Noncash flow information:
Purchase price financed by
seller....................... $ 5,519 $ 10,626 $ 48 $ 48 $ --
-------- -------- ------- ------- -------
Liabilities assumed........... $ 682 $ 1,227 $ -- $ -- $ --
-------- -------- ------- ------- -------
</TABLE>

F-35
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDES CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

1. NATURE OF BUSINESS

Rogers-American Company, Inc. ("Rogers") is a broker of food and various
food-related products. Rogers provides sales, marketing and merchandising
services to manufacturers (Manufacturers) of consumer goods and serves as an
intermediary between the Manufacturers and retailers and wholesalers of the
consumer goods. Rogers primarily operates throughout the southeast and mid-
Atlantic regions of the United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of Rogers' significant accounting policies follows:

Principles of Consolidation

The consolidated financial statements include the accounts of Rogers and its
wholly owned subsidiary Rogers-American Company of Florida, Inc. All
intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The financial statements as of March 31, 1998 and for the three months ended
March 31, 1997 and 1998 are unaudited. Rogers believes these financial
statements include all adjustments, consisting of normal recurring
adjustments, that Rogers considers necessary for a fair presentation of the
financial position and of the results of operations for the respective
periods. It should also be noted that the results for the interim periods are
not necessarily indicative of the results expected for any other interim
period or the full year.

Use of Estimates

Revenue Recognition

Commissions are earned and recognized upon shipment by the Manufacturers to
the retailer or wholesaler.

Fair Value of Financial Instruments

Effective December 31, 1995, Rogers adopted Statement of Financial
Accounting Standards (SFAS) No. 107, Disclosures About Fair Value of Financial
Instruments. SFAS No. 107 requires that Rogers disclose estimated fair values
for certain of its financial instruments. Rogers' financial instruments
consist of cash and cash equivalents, accounts and notes receivable, notes
payable, accounts payable and long-term debt. Each of these instruments' fair
value approximates carrying value at December 31, 1995, 1996 and 1997.

Concentration of Credit Risk

Financial instruments that potentially subject Rogers to concentrations of
credit risk consist principally of trade receivables. Rogers' trade
receivables result from commission sales. Rogers maintains reserves for
potential credit losses and such losses have been immaterial.

F-36
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method based upon the following estimated useful lives of
the assets:

<TABLE>
<CAPTION>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIVES
-------------------- ------------
<S> <C>
Building........................................................ 40 years
Leasehold improvements.......................................... 20 years
Furniture and office equipment.................................. 5-7 years
Motor vehicles.................................................. 3-5 years
</TABLE>

Intangibles

Intangibles for the years ended December 31, 1996 and 1997 consist of the
following:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Goodwill................................................... $17,283 $17,460
Noncompete agreements...................................... 6,589 6,604
------- -------
Accumulated amortization................................... (3,353) (5,393)
------- -------
$20,519 $18,671
======= =======
</TABLE>

Goodwill, the excess of the acquired business purchase price over the fair
value of the acquired assets, is amortized on a straight-line basis over its
estimated useful life which ranges from 5 to 20 years. Noncompete agreements
are amortized on a straight-line basis over the life of the respective
agreement. Amortization expense was $831, $1,285 and $2,040 for the years
ended December 31, 1995, 1996 and 1997, respectively.

Cash Surrender Value of Life Insurance

Included within other noncurrent assets is the cash surrender value of life
insurance, net of policy loans. Rogers maintains these life insurance policies
with a face amount of $32,266 on certain officers and key employees. The cash
surrender value of the policies amounted to $3,727 and $4,305, against which
Rogers has loans of $1,278 and $1,066 on December 31, 1996 and December 31,
1997, respectively.

Income Taxes

Rogers provides for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes. SFAS No. 109 recognizes tax assets and liabilities for the
cumulative effect of all temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities and are measured
using the enacted tax rates expected to be in effect when these differences
are expected to reverse.

Impairment of Long-Lived Assets

Rogers evaluates the carrying value of its long-lived assets in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets To Be Disposed Of. Accordingly, Rogers evaluates the
carrying value of its long-lived assets, including equipment and goodwill,
whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. Under SFAS No. 121, an assessment is made to determine
whether the sum of the expected future undiscounted cash flows from

F-37
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

the use of the assets and eventual disposition is less than the carrying
value. If the sum of the expected undiscounted cash flows is less than the
carrying value, an impairment loss is recognized by measuring the excess of
carrying value over fair value (generally estimated by projected future
discounted cash flows for the applicable operation or independent appraisal).
At December 31, 1996 and 1997, management believes no such impairment of
assets was indicated.

Accrued Expenses

Accrued expenses for the years ended December 31, 1996 and 1997 consist of
the following:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Payroll and employee benefits................................. $1,361 $ 535
Promotional funds............................................. 220 505
Income taxes.................................................. 996 1,270
Health insurance.............................................. 351 476
Interest...................................................... 49 99
Other......................................................... 994 995
------ ------
$3,971 $3,880
====== ======
</TABLE>

3. ACQUISITIONS

Rogers completed acquisitions of several food brokerage businesses during
1995, 1996 and 1997.

The acquisitions are accounted for using the purchase method of accounting;
accordingly, the results of operations are included in the accompanying
consolidated financial statements from their respective dates of acquisition.
The purchase price has been allocated to assets acquired and liabilities
assumed based upon their estimated fair values at the date of acquisition. A
portion of the purchase price in certain acquisitions is payable contingent
upon achieving defined performance criteria. Rogers' policy is to estimate the
net present value of the expected payments and record that amount as part of
the purchase price. Rogers records any ultimate changes to the estimate as an
adjustment to goodwill. Purchase price in excess of identified tangible and
intangible assets is recorded as goodwill and amortized on a straight-line
basis over periods ranging from 5 to 20 years. The following is a summary of
the acquisitions which were consummated in 1995, 1996 and 1997.

<TABLE>
<CAPTION>
PURCHASE PRICE NET
------------------- TANGIBLE
FINANCED ASSETS
ACQUISITION DATE CASH PAID BY SELLER ACQUIRED GOODWILL OTHER INTANGIBLES
----------- ------------- --------- --------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Clarke & Wittekind March 1995 $ -- $(1,403) $282 $ 897 $ 224
A.A. Green October 1995 -- (1,374) -- 1,099 275
Dopson-Hicks October 1995 (206) (3,142) 606 2,194 548
G.B.S. October 1996 -- (982) 288 555 139
Fitzwater November 1996 (800) (5,924) 800 4,739 1,185
Sales Support Inc. November 1996 -- (997) -- -- 997
Tinney & Associates November 1996 -- (1,377) 218 927 232
Brown & Stagner November 1996 -- (1,905) 97 1,446 362
Others Various -- (1,001) 36 486 479
</TABLE>

F-38
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Had each of these acquisitions been consummated on January 1, 1996, the
unaudited pro forma revenues and net income (loss) for Rogers would have been
$81,328 and $(1,033), respectively, for the year ended December 31, 1996, and
$83,100 and $(771), respectively, for the year ended December 31, 1997.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following at December 31:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Land.......................................................... $ 500 $ 500
Buildings..................................................... 3,500 3,500
Furniture and equipment....................................... 3,117 3,476
Motor vehicles................................................ 79 79
Leasehold improvements........................................ 694 789
------ ------
7,890 8,344
Less--Accumulated depreciation................................ 1,937 2,413
------ ------
$5,953 $5,931
====== ======
</TABLE>

Depreciation expense for the years ended December 31, 1995, 1996 and 1997
was $242, $361 and $476, respectively.

5. EMPLOYEE BENEFIT PLANS

Rogers sponsors the Rogers-American Company, Inc. 401(k) Profit Sharing Plan
(the "401(k) Plan") under the provisions of Section 401(k) of the Internal
Revenue Code. The 401(k) Plan covers all employees, except flexible part-time
employees, who are at least 21 years of age with at least six months of
employment service. These eligible employees can make voluntary contributions
to the 401(k) Plan.

Under the provisions of the 401(k) Plan, Rogers currently matches 25% of an
eligible employee's contribution up to certain limits determined by Rogers
(currently 6%) of the employee's salary. On an annual basis, Rogers may make a
discretionary contribution into the profit sharing component of the 401(k)
Plan. For the years ended December 31, 1995, 1996 and 1997, Rogers expensed
approximately $738, $615 and $403, respectively, under the terms of the 401(k)
Plan.

6. CONTINGENCIES

Rogers is subject to various legal proceedings that arise in the ordinary
course of business. Based on the opinion of Rogers' external legal counsel,
management believes the outcome of such legal proceedings will not have a
material adverse impact on Rogers' consolidated financial position or results
of operations.

7. COMMITMENTS

Commitments

Certain of Rogers' Manufacturers provide Rogers with funds to be used solely
for marketing, advertising and other promotional activities. At December 31,
1997, Rogers had cash of $505 which use was restricted to payment of
promotional funds on behalf of its Manufacturers. The offsetting liability was
recorded as promotional funds in the balance sheet at December 31, 1997. At
December 31, 1996, Rogers had $220 of restricted cash and promotional funds
liability on the balance sheet.

F-39
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Several key employees of Rogers have employment agreements that contain
incentive bonus awards. The awards are discretionary in nature and are in
effect for the period from 1999 to 2007. As of December 31, 1997, Rogers has
not accrued a liability for these awards and no amount is due for the year
ended December 31, 1997. Rogers may terminate any of the employment agreements
for just cause without incurring any liability.

Rogers has various supplemental pension agreements with individual
employees. These agreements provide benefits to those individuals at age 65 or
upon the termination of their employment with Rogers, whichever is later. The
estimated liability under the agreement is being accrued over the expected
remaining years of employment on a present value basis. At December 31, 1996
and 1997, Rogers had accrued approximately $316 and $479, respectively. The
vested benefits are payable in 120 equal monthly installments subsequent to
the employee's separation or retirement from Rogers. There were no required
expenses in 1995 and 1996 and $163 was expensed in 1997 under these
agreements.

Rogers has an agreement with its stockholders whereas in the event of death,
disability or retirement of the stockholder, Rogers shall purchase all of the
stock owned by each respective stockholder or his or her estate, payable over
a 10-year period. This agreement is partially funded by insurance.

Rogers has an agreement with a stockholder for the redemption of 584 shares
of common stock owned by the stockholder evenly over a 10-year period from
January 1, 1993 through January 1, 2002. Rogers shall redeem the shares at the
book value per share on the last day of the preceding fiscal year applicable
to the option exercise date or October 31 1992, whichever is higher.

Leases

Rogers leases certain office and warehouse facilities and automobiles under
operating leases expiring on various dates through 2003.

Rental costs, including real estate taxes, amounted to approximately $3,871,
$5,773 and $7,985 in 1995, 1996 and 1997, respectively.

The following is a schedule of future minimum rental payments, exclusive of
real estate taxes, required under operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of December 31,
1997:

<TABLE>
<CAPTION>
RENT
PAYMENTS
--------
<S> <C>
Year ending December 31,
1998............................................................... $3,258
1999............................................................... 2,688
2000............................................................... 1,884
2001............................................................... 1,201
2002............................................................... 91
Thereafter......................................................... 17
------
Total............................................................. $9,139
======
</TABLE>

(8) RELATED PARTY TRANSACTIONS

Rogers provides office space to an affiliated merchandising entity which
began operations in 1997. Rogers owns 49% of the outstanding voting common
stock of this entity. In addition, Rogers has guaranteed a $500 line of credit
with a bank to this affiliate. At December 31, 1997, approximately $75 was
outstanding under the line of credit. Sales and net income of the affiliate
for 1997 were $922 and $(1). Total assets at December 31, 1997 were $218.
Rogers had no trade receivables outstanding at December 31, 1997 from this
affiliate. During 1997, Rogers had no sales to this affiliate.

F-40
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

Rogers is a co-guarantor on a $750 line of credit with a bank for another
affiliated entity. Certain of Rogers' shareholders, as a group, own 49% of the
voting common stock of this entity. At December 31, 1997, approximately $644
was outstanding under the line of credit. During 1996 and 1997, Rogers
recorded commission revenues of approximately $230 and $183 from this
affiliate. Trade receivables at December 31, 1996 and 1997 were $48 and $56,
respectively.

9. INCOME TAXES

The (benefit) provision for income taxes for the years ended December 31
1995, 1996 and 1997 is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
---- ----- ----
<S> <C> <C> <C>
Federal--
Current................................................. $713 $ 30 $698
Deferred................................................ (8) (375) (95)
---- ----- ----
705 (345) 603
---- ----- ----
State--
Current ................................................ 237 10 232
Deferred ............................................... (3) (125) (31)
---- ----- ----
234 (115) 201
---- ----- ----
$939 $(460) $804
==== ===== ====
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
-----------------
1995 1996 1997
---- ----- ----
<S> <C> <C> <C>
Computed expected tax provision (benefit)................. $671 $(527) $527
State income taxes, net of federal benefit................ 115 (74) 87
Permanent items........................................... 178 171 140
Other..................................................... (25) (30) 50
---- ----- ----
$939 $(460) $804
==== ===== ====
</TABLE>

The tax effect of temporary differences which give rise to deferred income
tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1996 1997
------ ------
<S> <C> <C>
Assets--
Net operating loss carryforwards........................... $ 362 $ --
Tax credit carryforwards................................... 24 --
Receivable reserves........................................ 189 312
Other...................................................... 170 585
------ ------
Total assets............................................. 745 897
------ ------
Valuation allowance........................................ -- --
------ ------
Total assets, net of valuation allowance................. 745 897
------ ------
Liabilities--
Property basis differences................................. (35) (53)
Other...................................................... (47) (56)
------ ------
Total liabilities........................................ (82) (109)
------ ------
Net assets............................................... $ 663 $ 788
====== ======
</TABLE>

F-41
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

10. LONG-TERM DEBT

As of December 31, long-term debt consists of:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Revolving line of credit................................... $ 3,824 $ 8,370
Mortgage loan.............................................. 3,871 3,794
Acquisition Agreement--Clarke & Wittekind.................. 1,224 1,147
Acquisition Agreement--A.A. Green.......................... 1,050 930
Acquisition Agreement--Dopson-Hicks........................ 2,659 2,396
Acquisition Agreement--G.B.S............................... 972 823
Acquisition Agreement--Fitzwater........................... 6,812 5,193
Acquisition Agreement--Sales Support Inc................... 997 1,002
Acquisition Agreement--Tinney & Associates................. 1,098 990
Acquisition Agreement--Brown & Stagner..................... 1,790 1,806
Other acquisitions......................................... 6,800 6,268
Bank--Notes payable........................................ 96 60
------- -------
31,193 32,779
Less--Current maturities................................... (6,344) (1,949)
------- -------
$24,849 $30,830
======= =======
</TABLE>

On November 8, 1996, Rogers entered into a $10,000 secured revolving credit
facility with a bank. The revolving line of credit bears interest at a
variable rate based on the lesser of the bank's prime rate or LIBOR plus 2.7%,
(8.67% at December 31, 1997). Interest is payable monthly. In April 1998, the
revolving line-of-credit agreement was amended to extend the term of the
agreement through January 31, 1999. Rogers' borrowings under the agreement are
limited to certain percentages of eligible receivables and cash surrender
value of life insurance. The line is collateralized by commission receivables,
cash value of life insurance, intangible assets and proceeds thereof. At
December 31, 1997, Rogers had available to it, unused borrowing capacity of
$1,630 under the line of credit. The agreement contains certain restrictive
covenants. At December 31, 1997, Rogers was in compliance with these
covenants.

A mortgage note was entered into in February 1991 and refinanced in February
1995. The note is secured by land, building and fixtures. The note bears
interest at 8.5% with monthly payments of $34 including interest through
December 1999 and a balloon payment of $3,646 on January 2000.

The amounts due under the acquisition agreements represent the total
estimated payments to be made pursuant to these agreements. The total
estimated payments have been discounted using a rate of approximately 8%. The
amounts due under these notes payable are unsecured and extend through 2011.
These amounts are payable in either monthly or quarterly installments.

Rogers has the following debt resulting from business acquisitions:

Bay Brokerage--Unsecured notes payables bearing interest at 10% per annum
with monthly payments of $4 through June 2007 and various other assumed
liabilities with various payments through September 2007.

T&M--Unsecured notes payable bearing interest at 8% per annum, with monthly
payments of $2 through September 1999 and $6 through September 2004.

F-42
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

G.B.S.--Unsecured note payable bearing interest at 7% per annum with monthly
payments of $1 starting October 1998 through January 2000. Unsecured note
payable bearing interest at 7% per annum with monthly payments of $8 starting
October 1997 through September 1998, $7 through September 2005, $5 through
August 2006, and one final payment of $7 due on September 2006. Unsecured note
payable bearing interest at 7% per annum with monthly payments of $1 starting
October 1999 through September 2009.

Tinney & Associates--Unsecured note payable with imputed interest at 10% per
annum, with monthly payments of $6 through July 2000.

Brown & Stagner--Unsecured note payable with imputed interest of 8% per
annum and monthly payments of $3 through July 2000.

Clarke & Wittekind--Unsecured note payable with imputed interest of 7.8% per
annum and monthly payments of $1 through March 2005.

Dopson-Hicks--Note payable secured by certain tangible assets and stock of
the subsidiary bearing interest at 8% per annum and monthly payments of $13
through October 2000, $33 through October 2005 and $21 through October 2010.

Rogers has unsecured notes payable to various banks bearing interest at 10%
and 8.5% with monthly payments of $3 and $1 through June 1999 and through
February 2000, respectively.

Notes Payable

Future principal payments on long-term debt for the years ending December
31, are as follows:

<TABLE>
<S> <C>
1998............................................................. $ 1,949
1999............................................................. 10,593
2000............................................................. 5,688
2001............................................................. 2,207
2002............................................................. 2,144
Thereafter....................................................... 10,198
-------
Total.......................................................... $32,779
=======
</TABLE>

11. SUBSEQUENT EVENTS

On May 22, 1998, Rogers entered into a stock purchase agreement with Merkert
American Corporation and the stockholders of Rogers (the "Purchase
Agreement"). Pursuant to the Purchase Agreement, Merkert American Corporation
will purchase all of the outstanding shares of common stock of Rogers for
approximately $35 million in cash and stock of Merkert American Corporation.
The consummation of the purchase is subject to a number of conditions,
including the successful completion of an initial public offering of the
common stock of Merkert American Corporation. There can be no assurances that
the Purchase Agreement will be consummated.

Prior to the consummation of the Purchase Agreement, Rogers intends to sell
its corporate headquarters and distribute the net cash proceeds to certain
stockholders. In addition, Rogers will assign the life insurance policies on
key executives to certain stockholders. Also, the principal stockholders of
Rogers have agreed to transfer a portion of their shares of common stock to
certain minority stockholders to compensate those employees for

F-43
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(INCLUDING CERTAIN DATA APPLICABLE TO UNAUDITED PERIODS)

valuable prior services. Rogers will record a compensation charge for each of
these events in their financial statements at that date,

On May 22, 1998, Rogers entered into agreements with certain sellers of
businesses acquired by Rogers. These agreements provide Rogers with the option
to settle, for a predetermined cash payment, any outstanding obligation due
from Rogers to the respective seller as a result of the acquisition. The cash
payouts per these options approximate the amounts recorded as liabilities in
the accompanying consolidated financial statements. These options expire on
September 30, 1998.

F-44
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OR OFFER TO
BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IT IS UNLAWFUL TO MAKE SUCH SOLICI-
TATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 12
The Combination.......................................................... 17
Use of Proceeds.......................................................... 18
Dividend Policy.......................................................... 18
Capitalization........................................................... 19
Dilution................................................................. 20
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Business................................................................. 31
Management............................................................... 40
Certain Transactions..................................................... 47
Principal Stockholders................................................... 50
Description of Capital Stock............................................. 51
Shares Eligible for Future Sale.......................................... 54
Underwriting............................................................. 56
Legal Matters............................................................ 58
Experts.................................................................. 58
Available Information.................................................... 59
Index to Financial Statements............................................ F-1
</TABLE>

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

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT PAR-
TICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.

MERKERT AMERICAN CORPORATION

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH & CO.
BT ALEX. BROWN
LEHMAN BROTHERS

, 1998

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

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1998

PROSPECTUS

SHARES
MERKERT AMERICAN CORPORATION
COMMON STOCK

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

All of the shares of Common Stock offered hereby are being sold by Merkert
American Corporation (the "Company"). Of the shares of Common Stock offered
hereby, are being offered for sale initially outside the United States and
Canada by the International Managers and shares are being offered for sale
in a concurrent offering in the United States and Canada by the U.S.
Underwriters. The initial public offering price and the underwriting discount
per share will be identical for both offerings. See "Underwriting."

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................................ $ $ $
- --------------------------------------------------------------------------------
Total(3)................................. $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including certain liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $ .
(3) The Company has granted the International Managers and the U.S.
Underwriters options to purchase up to an additional and shares
of Common Stock, respectively, in each case exercisable within 30 days
after the date hereof, solely to cover over-allotments, if any. If such
options are exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and $ , respectively.
See "Underwriting."

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

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as if issued or delivered to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the shares of Common Stock will be made in New York,
New York on or about , 1998.

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

MERRILL LYNCH INTERNATIONAL

BT ALEX. BROWN INTERNATIONAL

LEHMAN BROTHERS

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

The date of this Prospectus is , 1998.
<PAGE>

UNDERWRITING

Merrill Lynch International, BT Alex. Brown International, a division of
Bankers Trust International PLC, and Lehman Brothers International (Europe)
are acting as lead managers (the "Lead Managers") of each of the International
Managers named below (the "International Managers"). Subject to the terms and
conditions set forth in an international purchase agreement (the
"International Purchase Agreement") among the Company and the International
Managers, and concurrently with the sale of shares of Common Stock to the
U.S. Underwriters (as defined below), the Company agreed to sell to the
International Managers, and each of the International Managers, severally and
not jointly has agreed to purchase from the Company the number of shares of
Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
---------------------- ---------
<S> <C>
Merrill Lynch International......................................
BT Alex. Brown International, a division of Bankers Trust
International PLC...............................................
Lehman Brothers International (Europe)...........................
Total..........................................................
===
</TABLE>

The Company has also entered into a U.S. purchase agreement (the "U.S.
Purchase Agreement") with certain underwriters in the United States and Canada
(the "U.S. Underwriters" and, together with the International Managers, the
"Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), BT Alex. Brown Incorporated and Lehman Brothers Inc. are
acting as representatives (the "U.S. Representatives"). Subject to the terms
and conditions set forth in the U.S. Purchase Agreement, and concurrently with
the sale of shares of Common Stock to the International Managers pursuant to
the International Purchase Agreement, the Company has agreed to sell to the
U.S. Underwriters, and the U.S. Underwriters severally have agreed to purchase
from the Company, an aggregate of shares of Common Stock. The initial public
offering price per share and the total underwriting discount per share of
Common Stock are identical under the International Purchase Agreement and the
U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant
to such agreement are purchased. Under certain circumstances, under the
International Purchase Agreement and the U.S. Purchase Agreement, the
commitments of non-defaulting Underwriters may be increased. The closings with
respect to the sale of shares of Common Stock to be purchased by the
International Managers and the U.S. Underwriters are conditioned upon one
another.

The Lead Managers have advised the Company that the International Managers
propose initially to offer the shares of Common Stock to the public at the
initial public offering price set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $
per share of Common Stock. The International Managers may allow, and such
dealers may reallow, a discount not in excess of $ per share of Common Stock
on sales to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.

The Company has granted options to the International Managers, exercisable
for 30 days after the date of this Prospectus, to purchase up to an aggregate
of additional shares of Common Stock at the initial public offering price
set forth on the cover page of this Prospectus, less the underwriting
discount. The International Managers may exercise these options solely to
cover over-allotments, if any, made on the sale of the Common Stock offered
hereby. To the extent that the International Managers exercise these options,
each International Manager will be obligated, subject to certain conditions,
to purchase a number of additional shares of Common Stock proportionate to
such International Manager's initial amount reflected in the foregoing table.
The Company also have granted options to the U.S. Underwriters, exercisable
for 30 days after the date of this Prospectus, to

1
<PAGE>

purchase up to an aggregate of additional shares of Common Stock to cover
over-allotments, if any, on terms similar to those granted to the
International Managers.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to 5% of the shares offered hereby to be
sold to certain directors, officers, and employees of the Company and certain
business associates of the Company. The number of shares of Common Stock
available for sale to the general public will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares which are not
orally confirmed for purchase within one day of the pricing of the Offering
will be offered by the Underwriters to the general public on the same terms as
the other shares offered hereby.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the International Managers and the U.S. Underwriters are permitted
to sell shares of Common Stock to each other for purposes of resale at the
initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to persons who are non-U.S. or
non-Canadian persons or to persons they believe intend to resell to persons
who are non-U.S. or non-Canadian persons, and the International Managers and
any dealer to whom they sell shares of Common Stock will not offer to sell or
sell shares of Common Stock to U.S. persons or to Canadian persons or to
persons they believe intend to resell to U.S. or Canadian persons, except in
the case of transactions pursuant to the Intersyndicate Agreement.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. The initial public offering price will be determined through
negotiations among the Company, the U.S. Representatives and the Lead
Managers. The factors considered in determining the initial public offering
price, in addition to prevailing market conditions, are price-earnings ratios
of publicly traded companies that the U.S. Representatives believe to be
comparable to the Company, certain financial information of the Company, the
history of, and the prospects for, the Company and the industry in which it
competes, and an assessment of the Company's management, its past and present
operations, the prospects for, and timing of, future revenues of the Company,
the present state of the Company's development, and the above factors in
relation to market value; and various valuation measures of other companies
engaged in activities similar to the Company. There can be no assurance that
an active trading market will develop for the Common Stock or that the Common
Stock will trade in the public market subsequent to the Offering at or above
the initial public offering price. See "Risk Factors--Absence of Public
Market; Determination of Offering Price and Fluctuations in Market Price."

The Company expects to apply to list the Common Stock on the New York Stock
Exchange, subject to notice of issuance, under the symbol "MKR." In order to
meet the requirements for listing of the Common Stock on that exchange, the
U.S. Underwriters and the International Managers have undertaken to sell lots
of 100 or more shares to a minimum of 2,000 beneficial owners.

2
<PAGE>

The Underwriters do not expect sales of Common Stock to any accounts over
which they exercise discretionary authority to exceed 5% of the number of
shares being offered hereby.

The Company has agreed to indemnify the International Managers and the U.S.
Underwriters against certain liabilities, including certain liabilities under
the Securities Act, or to contribute to payments the International Managers
and the U.S. Underwriters may be required to make in respect thereof.

Each International Manager has agreed that (i) it has not offered or sold
and, prior to the expiration of the period of six months from the Closing
Date, will not offer or sell any shares of Common Stock to persons in the
United Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which do not constitute an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations of 1995; (ii) it
has complied and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the
Common Stock in, form or otherwise involving the United Kingdom; and (iii) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of Common
Stock to a person who is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a
person to whom such document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of Common
Stock, or the possession, circulation or distribution of this Prospectus or
any other material relating to the Company or shares of Common Stock in any
jurisdiction where action for that purpose is required. Accordingly, the
shares of Common Stock may not be offered or sold, directly or

3
<PAGE>

indirectly, and neither this Prospectus nor any other offering material or
advertisements in connection with the shares of Common Stock may be
distributed or published, in or from any country or jurisdiction except in
compliance with any applicable rules and regulations of any such country or
jurisdiction.

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

4
<PAGE>

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a person that, for United States federal income tax purposes, is a
non-resident alien individual, a foreign corporation, a foreign partnership or
a foreign estate or foreign trust (a "non-U.S. holder"). This discussion does
not consider the specific facts and circumstances that may be relevant to
particular holders and does not address the treatment of non-U.S. holders of
Common Stock under the laws of any state, local or foreign taxing
jurisdiction. Further, the discussion is based on provisions of the United
States Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations thereunder, and administrative and judicial interpretations
thereof, all as in effect on the date hereof and all of which are subject to
change on a possibly retroactive basis. Each prospective holder is urged to
consult a tax advisor with respect to the United States federal tax
consequences of acquiring, holding and disposing of Common Stock, as well as
any tax consequences that may arise under the laws of any state, local or
foreign taxing jurisdiction.

An individual may, subject to certain exceptions, be deemed to be a resident
alien (as opposed to non-resident alien) by virtue of being present in the
United States for (i) at least 31 days in the current calendar year and (ii)
for an aggregate of at least 183 days during a three-year period ending in the
current calendar year (counting for the purposes of such 183 days all of the
days present in the current year, one-third of the days present in the
immediately preceding year, and one-sixth of the days present in the second
preceding year). U.S. resident aliens are subject to U.S. federal income
taxation as if they were U.S. citizens.

DIVIDENDS

Dividends paid to a non-U.S. holder of Common Stock will be subject to
withholding of United States federal income tax at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, unless the
dividends are effectively connected with the conduct of a trade or business of
the non-U.S. holder within the United States (and are attributable to a United
States permanent establishment of such holder, if an applicable income tax
treaty so requires as a condition for the non-U.S. holder to be subject to
United States income tax on a net income basis in respect of such dividends).
Certain certification and disclosure requirements must be complied with in
order to be exempt from withholding under the effectively connected income
exemption or to claim the benefit of an applicable treaty rate. Such
"effectively connected" dividends are subject to tax at rates applicable to
United States citizens, resident aliens and domestic United States
corporations, and generally are not subject to withholding. Any such
effectively connected dividends received by a non-United States corporation
may also, under certain circumstances, be subject to an additional "branch
profits tax" at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty.

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country (unless the payor has knowledge to the contrary) for purposes of the
withholding discussed above and, under the current interpretation of United
States Treasury regulations, for purposes of determining the applicability of
a tax treaty rate. Under recently finalized United States Treasury regulations
(the "Final Withholding Regulations") effective for payments made after
December 31, 1999, however, generally backup withholding at a rate of 31% will
apply unless a non-U.S. holder of Common Stock satisfies applicable
certification requirements.

A non-U.S. holder of Common Stock that is eligible for a reduced rate of
United States withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts currently withheld by filing an appropriate claim for
refund with the United States Internal Revenue Service.

GAIN ON DISPOSITION OF COMMON STOCK

A non-U.S. holder generally will not be subject to United States federal
income tax in respect of gain recognized on a disposition of Common Stock
except in the following circumstances: (i) the gain is effectively connected
with a trade or business conducted by the non-U.S. holder in the United States
(and is attributable to a permanent establishment maintained in the United
States by such non-U.S. holder if an applicable income tax

5
<PAGE>

treaty so requires as a condition for such non-U.S. holder to be subject to
United States taxation on a net income basis in respect of gain from the sale
or other disposition of the Common Stock); (ii) in the case of a non-U.S.
holder who is an individual and holds the Common Stock as a capital asset,
such holder is present in the United States for 183 or more days in the
taxable year of the sale and certain other conditions exist; or (iii) the
Company is or has been a "United States real property holding corporation" for
federal income tax purposes and assuming that the Common Stock is "regularly
traded on an established securities market" for such purposes, the non- U.S.
holder held, directly or indirectly at any time during the five-year period
ending on the date of disposition, more than 5% of the Common Stock (and is
not eligible for any treaty exemption). Effectively connected gains realized
by a corporate non-U.S. Holder may also, under certain circumstances, be
subject to an additional "branch profits tax" at a 30% rate or such lower rate
as may be specified by an applicable income tax treaty.

The Company has not been, is not, and does not anticipate becoming a "United
States real property holding corporation" for federal income tax purposes.

FEDERAL ESTATE TAXES

Common Stock held by a non-U.S. holder at the time of death will be included
in such holder's gross estate for United States federal estate tax purposes,
unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company must report annually to the Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to such holder and the tax
withheld with respect to such dividends. Under current law, United States
information reporting requirements (other than reporting of dividend payments
for purposes of the withholding tax noted above) and backup withholding tax
generally will not apply to dividends paid to non-U.S. holders that are either
subject to the 30% withholding discussed above or that are not so subject
because an applicable tax treaty reduces such withholding. Otherwise, backup
withholding of United States federal income tax at a rate of 31% generally
will apply to dividends paid with respect to Common Stock to holders that are
not "exempt recipients" and that fail to provide certain information
(including the holder's United States taxpayer identification number).
Generally, unless the payor of dividends has definite knowledge that the payee
is a United States person, the payor may treat dividend payments to a payee
with a foreign address as exempt from information reporting and backup
withholding. However, under the Final Withholding Regulations, dividend
payments generally will be subject to information reporting and backup
withholding unless applicable certification requirements are satisfied. See
"--Dividends".

In general, United States information reporting and backup withholding
requirements also will not apply to a payment made outside the United States
of the proceeds of a sale of Common Stock through an office outside the United
States of a non-United States broker. However, United States information
reporting (but not backup withholding) requirements will apply to a payment
made outside the United States of the proceeds of a sale of Common Stock
through an office outside the United States of a broker that is a United
States person, that derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States, or that
is a "controlled foreign corporation" as to the United States, unless the
broker has documentary evidence in its records that the holder or beneficial
owner is a non-United States person or the holder or beneficial owner
otherwise establishes an exemption. Payment of the proceeds of the sale of
Common Stock to or through a United States office of a broker is currently
subject to both United States backup withholding and information reporting
unless the holder certifies its non-United States status under penalties of
perjury or otherwise establishes an exemption.

A non-United States holder generally may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the United States Internal Revenue Service.

THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL UNITED STATES FEDERAL
INCOME AND ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER DISPOSITION
OF COMMON STOCK BY NON-U.S. HOLDERS. ACCORDINGLY, INVESTORS ARE URGED TO
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF COMMON STOCK, INCLUDING
THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER
TAXING JURISDICTION.

6
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATED HEREOF.

IN THE PROSPECTUS, REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED STATES DOL-
LARS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 12
The Combination.......................................................... 17
Use of Proceeds.......................................................... 18
Dividend Policy.......................................................... 18
Capitalization........................................................... 19
Dilution................................................................. 20
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Business................................................................. 31
Management............................................................... 40
Certain Transactions..................................................... 47
Principal Stockholders................................................... 50
Description of Capital Stock............................................. 51
Shares Eligible for Future Sale.......................................... 54
Certain United States Tax Consequences for Non-U.S. Holders of Common
Stock................................................................... 56
Underwriting............................................................. 58
Legal Matters............................................................ 62
Experts.................................................................. 62
Available Information.................................................... 63
Index to Financial Statements............................................ F-1
</TABLE>

MERKERT
AMERICAN
CORPORATION

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH INTERNATIONAL
BT ALEX. BROWN INTERNATIONAL
LEHMAN BROTHERS

, 1998

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

PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee, the NASD filing
fee and the New York Stock Exchange listing fee:

<TABLE>
<CAPTION>
NATURE OF EXPENSE AMOUNT
----------------- -------
<S> <C>
SEC registration fee................................................ $29,500
NASD filing fee..................................................... 10,500
NYSE listing fee....................................................
Legal fees and expenses.............................................
Accounting fees and expenses........................................
Blue Sky fees....................................................... 12,000
Printing expenses...................................................
Transfer agent fee..................................................
Premium for directors' and officers' insurance......................
Miscellaneous.......................................................
-------
Total............................................................. $
=======
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with Section 145 of the General Corporation Law of the State
of Delaware, Article VII of the Registrant's Amended and Restated Certificate
of Incorporation (the "Certificate") provides that no director of the
Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
in respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate provides that if the
Delaware General Corporation Law is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of
a director of the Registrant shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

Article V of the Registrant's By-laws provides for indemnification by the
Registrant of its directors and officers and certain non-officer employees
under certain circumstances against expenses (including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement) reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceeding in which any such person is involved by
reason of the fact that such person is or was an officer or employee of the
Registrant unless it is determined that such person did not act in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to criminal actions or
proceedings, such person had no reasonable cause to believe his or her conduct
was unlawful.

The Registrant intends to enter into indemnification agreements with each of
its directors reflecting the foregoing provisions of the By-laws and requiring
the advancement of expenses in proceedings involving directors in most
circumstances and also intends to purchase directors' and officers' insurance
to provide additional protections to the directors and officers of the
Registrant in certain circumstances.

Under the U.S. Purchase Agreement filed as Exhibit 1.1 hereto and the
International Purchase Agreement filed as Exhibit 1.2 hereto, the Underwriters
will agree to indemnify, under certain conditions, the Registrant, its
directors and certain officers and persons who control the Registrant within
the meaning of the Securities Act of 1933, as amended (the "Act"), against
certain liabilities.

II-1
<PAGE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In March 1998, the Registrant issued and sold 1,500 shares of Common Stock
to Monroe & Company II, LLC at a purchase price of $.10 per share. No
underwriters or underwriting discounts or commissions were involved.

In April 1998, the Company issued and sold 300 shares of Common Stock to
Gerald R. Leonard for an aggregate purchase price of $1,500,000. No
underwriters or underwriting discounts or commissions were involved. See
"Certain Transactions."

The Company entered into two separate stock purchase agreements with the
stockholders of Merkert and Rogers pursuant to which the Company agreed to
issue to such stockholders shares of Common Stock in the Combination, as
described under "The Combination."

There was no public offering in such transactions, and the Registrant
believes that such transactions were exempt from registration requirements of
the Act, by reason of Section 4(2) thereof.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.

<TABLE>
<C> <S>
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
3.1+ Form of Amended and Restated Certificate of Incorporation.
3.2+ Form of Amended and Restated By-laws.
4.1* Specimen certificate for shares of Common Stock, $.01 par value, of the
Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.
10.1+ Stock Purchase Agreement, dated May 20, 1998, among the Registrant,
Merkert Enterprises, Inc. and the stockholders of Merkert Enterprises,
Inc.
10.2+ Stock Purchase Agreement, dated May 22, 1998, among the Registrant,
Rogers-American Company, Inc. and the stockholders of Rogers-American
Company, Inc.
10.3+ Form of Employment and Non-Competition Agreement to be entered into by
the Registrant and Gerald R. Leonard, Sidney D. Rogers, Jr. and Glenn
F. Gillam.
10.4+ Form of Employment and Non-Competition Agreement to be entered into by
the Registrant and Douglas H. Holstein and Marty D. Carter.
10.5+ Form of Tax Escrow Agreement to be entered into by the Registrant and
Robert Q. Crane, as Stockholders' Representative.
10.6+ Form of Indemnification Escrow Agreement to be entered into by the
Registrant and Robert Q. Crane, as Stockholders' Representative.
10.7+ Form of General Release to be executed by the stockholders of Merkert
Enterprises, Inc.
10.8+ Agreement, dated May 11, 1998, between the Registrant and Monroe &
Company, LLC.
10.9+ Agreement for the purchase of Common Stock between the Registrant and
Gerald R. Leonard, dated April 8, 1998.
10.10+ Promissory Note of Gerald R. Leonard dated April 8, 1998.
10.11+ Stock Pledge Agreement between the Registrant and Gerald R. Leonard,
dated April 8, 1998.
10.12+ Distributor's Agreement, dated January 1, 1982, between Merkert
Enterprises, Inc. and Monarch Marking Systems, Inc.
10.13+ Agreement, dated October 30, 1997, between Merkert Laboratories, Inc.
and Misco Products Corporation.
10.14+ Registration Rights Agreement, dated May 18, 1998, among the
Registrant, Monroe & Company II, LLC and Gerald R. Leonard.
10.15+ Form of Registration Rights Agreement to be entered into by the
Registrant and the stockholders of Merkert Enterprises, Inc.
10.16+ Form of Registration Rights Agreement to be entered into by the
Registrant and the stockholders of Rogers-American Company, Inc.
10.17+ Monroe, Inc. 1998 Stock Option and Incentive Plan.
10.18+ Form of Non-Qualified Stock Option Agreement.
</TABLE>
II-2
<PAGE>

<TABLE>
<C> <S>
10.19+ Form of General Release to be executed by the stockholders, directors and officers
of Rogers-American Company, Inc.
10.20+ Form of Indemnification Escrow Agreement to be entered into by the Registrant and
Curtis L. Rogers, Jr. as Stockholders' Representative.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
27.1+ Financial Data Schedule.
99.1+ Consent of Edward P. Grace, III to be named as a person to be appointed a Director
of the Registrant in this Registration Statement.
99.2+ Consent of James A. Schlindwein to be named as a person to be appointed a Director
of the Registrant in this Registration Statement.
99.3+ Consent of Gerald R. Leonard to be named as a person to be appointed a Director of
the Registrant in this Registration Statement.
99.4+ Consent of Douglas H. Holstein to be named as a person to be appointed a Director of
the Registrant in this Registration Statement.
</TABLE>
- --------
* To be filed by amendment
+ previously filed

(b) The Financial Statement Schedule filed as part of this Registration
Statement is as follows:

Information required by the requested schedules is not applicable or the
required information is included in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

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

The undersigned registrant hereby undertakes that:

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

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

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CANTON,
COMMONWEALTH OF MASSACHUSETTS, ON JUNE 30, 1998.

Merkert American Corporation

/s/ James L. Monroe
By: _________________________________
JAMES L. MONROE, PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<S> <C>
SIGNATURE TITLE DATE

/s/ James L. Monroe President and June 30, 1998
- ------------------------------------- Director (principal
JAMES L. MONROE executive,
accounting and
financial officer,
sole director)
</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
3.1+ Form of Amended and Restated Certificate of Incorporation.
3.2+ Form of Amended and Restated By-laws.
4.1* Specimen certificate for shares of Common Stock, $.01 par value, of the Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being
offered.
10.1+ Stock Purchase Agreement, dated May 20, 1998, among the Registrant, Merkert
Enterprises, Inc. and the stockholders of Merkert.
10.2+ Stock Purchase Agreement, dated May 22, 1998, among the Registrant, Rogers-American
Company, Inc. and the stockholders of Rogers.
10.3+ Form of Employment and Non-Competition Agreement to be entered into by the
Registrant and Gerald R. Leonard, Sidney D. Rogers, Jr. and Glenn F. Gillam.
10.4+ Form of Employment and Non-Competition Agreement to be entered into by the
Registrant and Douglas H. Holstein and Marty D. Carter.
10.5+ Form of Tax Escrow Agreement to be entered into by the Registrant and Robert Q.
Crane, as Stock Holders' Representative.
10.6+ Form of Indemnification Escrow Agreement to be entered into by the Registrant and
Robert Q. Crane, as Stockholders' Representative.
10.7+ Form of General Release to be executed by the stockholders of Merkert.
10.8+ Agreement, dated May 11, 1998, between Monroe, Inc. and Monroe & Company, LLC.
10.9+ Agreement for the purchase of Common Stock between the Registrant and Gerald R.
Leonard, dated April 8, 1998.
10.10+ Promissory Note of Gerald R. Leonard dated April 8, 1998.
10.11+ Stock Pledge Agreement between the Registrant and Gerald R. Leonard, dated April 8,
1998.
10.12+ Distributor's Agreement, dated January 1, 1982, between Merkert and Monarch Marking
Systems, Inc.
10.13+ Agreement, dated October 30, 1997, between Merkert Laboratories, Inc. and Misco
Products Corporation.
10.14+ Registration Rights Agreement, dated May 18, 1998, among Monroe, Inc., Monroe &
Company II, LLC and Gerald R. Leonard.
10.15+ Form of Registration Rights Agreement to be entered into by the Registrant and the
stockholders of Merkert.
10.16+ Form of Registration Rights Agreement to be entered into by the Registrant and the
stockholders of Rogers.
10.17+ Monroe, Inc. 1998 Stock Option and Incentive Plan.
10.18+ Form of Non-Qualified Stock Option Agreement.
10.19+ Form of General Release to be executed by the Stockholders, Directors and Officers
of Rogers-American.
10.20+ Form of Indemnification Escrow Agreement to be entered into by the Registrant and
Curtis L. Rogers, Jr.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
27.1+ Financial Data Schedule.
99.1+ Consent of Edward P. Grace, III to be named as a person to be appointed a Director
of the Registrant in this Registration Statement.
99.2+ Consent of James A. Schlindwein to be named as a person to be appointed a Director
of the Registrant in this Registration Statement.
99.3+ Consent of Gerald R. Leonard to be named as a person to be appointed a Director of
the Registrant in this Registration Statement.
99.4+ Consent of Douglas H. Holstein to be named as a person to be appointed a Director of
the Registrant in this Registration Statement.
</TABLE>
- --------
* To be filed by amendment
+ Previously filed

<PAGE>

EXHIBIT 5.1

[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP]

June , 1998

Merkert American Corporation

490 Turnpike Street

Canton, Massachusetts 02021

Ladies and Gentlemen:

This opinion is furnished in connection with the filing by Merkert American
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, of a
Registration Statement on Form S-1 (the "Registration Statement") relating to
shares of common stock, par value $.01 per share (the "Common Stock"), of
the Company (the "Registered Shares"), including shares which the
Underwriters (as defined below) have options to purchase solely for the
purpose of covering over-allotments. All of the Registered Shares are to be
sold by the Company to the several underwriters (the "Underwriters") for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT Alex. Brown
Incorporated and Lehman Brothers Inc. are acting as representatives pursuant
to an underwriting agreement to be entered into between the Company and the
Underwriters (the "Underwriting Agreement").

In connection with rendering this opinion, we have examined the form of the
proposed Underwriting Agreement; the Certificate of Incorporation and By-laws
of the Company, each as amended to date; such records of the corporate
proceedings of the Company as we deemed material; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of
telephonic confirmations of public officials and others. As to facts material
to our opinion, we have relied upon certificates or telephonic confirmations
of public officials and certificates, documents, statements and other
information of the Company or representatives or officers thereof.

We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America, The Commonwealth of Massachusetts and
the Delaware General Corporation Law.

Based upon the foregoing, we are of the opinion that when the Underwriting
Agreement is completed (including the insertion therein of pricing terms) and
executed by the Company and the Underwriters, and the Registered Shares are
sold to the Underwriters and paid for pursuant to the terms of the
Underwriting Agreement, the Registered Shares will be duly authorized, validly
issued, fully paid and nonassessable by the Company under Delaware General
Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration
Statement.

Very truly yours,

GOODWIN, PROCTER & HOAR LLP

<PAGE>
EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

Subsidiaries of Merkert American Corporation (upon consummation of the
Combination):

Merkert Enterprises, Inc., a Massachusetts corporation
Rogers-American Company, Inc., a North Carolina corporation

Subsidiary of Merkert Enterprises, Inc:

Merkert Laboratories, Inc., a Massachusetts corporation

Subsidiary of Rogers-American Company, Inc:

Rogers-American Company of Florida, Inc., a North Carolina corporation

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included or made a part of this
registration statement.

Arthur Andersen LLP

Boston, Massachusetts

June 30, 1998