MERKERT AMERICAN CORP, DEF 14A, 1999-07-09

MERKERT AMERICAN CORP
DEF 14A, 1999-07-09
GROCERIES, GENERAL LINE

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<PAGE>

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by
Rule l4a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MERKERT AMERICAN CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

[_] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: common
stock, par value $.01 per share (the "common stock"), of Merkert
American Corporation.
(2) Aggregate number of securities to which transaction applies: 7,700,551
shares of common stock (includes 995,000 shares underlying options to
purchase shares of common stock)
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: $81,337,069
(5) Total fee paid: $22,612

[X] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>

MERKERT AMERICAN CORPORATION
490 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS

YOU ARE GIVEN NOTICE that a Special Meeting in lieu of the Annual Meeting of
the Stockholders of Merkert American Corporation will be held at 10:00 a.m.,
local time, on August 18, 1999 at the Second Floor Conference Center of
Goodwin, Procter & Hoar LLP, located at Exchange Place, 53 State Street,
Boston, Massachusetts 02109.

The meeting is called:

1. To consider and vote upon a proposal to adopt the Agreement and Plan
of Merger, dated as of April 28, 1999 among Merkert American Corporation,
Richmont Marketing Specialists Inc. and the stockholders of Richmont
Marketing Specialists Inc., as amended.

2. To consider and vote upon a proposal to amend Merkert American's
Second Amended and Restated Certificate of Incorporation to change the
structure and classification of the Board of Directors so that, following
the merger, Merkert American will have a nine member Board of Directors
classified into three classes with staggered three-year terms.

3. To consider and vote upon a proposal to amend Merkert American's
Second Amended and Restated Certificate of Incorporation to change the name
of the corporation to "Marketing Specialists Corporation."

4. To consider and vote upon a proposal to amend Merkert American's
Amended and Restated 1998 Stock Option and Incentive Plan.

5. To elect two members of the Merkert American Board of Directors to
serve until the earlier to occur of the completion of the merger or the
2001 annual meeting of stockholders and until their successors are duly
elected and qualified.

6. To consider and act upon any other matters that may properly come
before the special meeting in lieu of the annual meeting or any adjournment
or postponement of the meeting.

You are entitled to vote at the special meeting in lieu of the annual
meeting or at any adjournment or postponement of the meeting if you owned
shares of Merkert American common stock at the close of business on July 1,
1999. A list of the stockholders entitled to vote will be available for your
review at the meeting and, for the ten days before the meeting during normal
business hours, at the offices of Goodwin, Procter & Hoar LLP. We have
described the merger agreement and the other proposals in more detail in the
accompanying proxy statement and its annexes, which form a part of this Notice.

All stockholders are cordially invited to attend the special meeting in lieu
of the annual meeting. To ensure your representation at the meeting, we urge
you to complete, date, sign and return the enclosed proxy as promptly as
possible. We have enclosed a postage-prepaid envelope for that purpose. If you
attend the special meeting in lieu of the annual meeting, you may vote in
person even if you have already returned a proxy. If you have any questions
regarding the special meeting or the merger, please call our proxy solicitation
agent, D.F. King & Co., Inc. toll free at (800) 848-2998.

By order of the Board of Directors

/s/ Sidney D. Rogers, Jr.

Canton, Massachusetts Sidney D. Rogers, Jr., Secretary
July 12, 1999

IMPORTANT

Whether or not you expect to attend the special meeting in lieu of
the annual meeting, please complete, sign, date and return the
enclosed proxy card in the enclosed pre-addressed envelope as
promptly as possible. If you attend the special meeting in lieu of
the annual meeting, you may vote your shares in person, even though
you have previously signed and returned a proxy.

<PAGE>

MERKERT AMERICAN CORPORATION

PROXY STATEMENT

MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT

The Board of Directors of Merkert American Corporation has unanimously
approved the merger of Richmont Marketing Specialists Inc. with and into
Merkert American Corporation. The merger will create one of the largest food
brokerage companies in the nation and provide the combined company with the
geographic presence to effectively service clients nationwide.

The Merkert American stockholders must adopt the merger agreement for the
merger to occur. In connection with the proposed merger, you will also be asked
to approve the following three proposals that will only become effective if the
stockholders adopt the merger agreement and the merger is completed:

(a) an amendment to Merkert American's Second Amended and Restated
Certificate of Incorporation to change the structure and classification of the
Board of Directors so that, following the merger, Merkert American will have a
nine member Board of Directors classified into three classes with staggered
three-year terms;

(b) an amendment to Merkert American's Second Amended and Restated
Certificate of Incorporation that will change the name of the corporation to
"Marketing Specialists Corporation;" and

(c) an amendment to Merkert American's Amended and Restated 1998 Stock
Option and Incentive Plan, which primarily would increase the total number of
shares underlying the plan to 1,847,762 to reflect the increase in Merkert
American's total outstanding shares following the merger.

Finally, you will be asked to elect two members of Merkert American's Board
to serve until the earlier to occur of the completion of the merger or the 2001
annual meeting of stockholders, and until their successors are duly elected and
qualified.

The date, time and place of the special meeting in lieu of the annual
meeting are as follows:

August 18, 1999 at 10:00 a.m., local time
Goodwin, Procter & Hoar LLP
2nd Floor Conference Center
Exchange Place
53 State Street
Boston, MA 02109

Merkert American's Board of Directors has determined that the terms of the
merger are fair to and in the best interests of the stockholders of Merkert
American and recommends that the stockholders vote "for" the adoption of the
merger agreement and "for" each of the other proposals described in the proxy
statement.

We urge you to read this document carefully before voting and to consider
carefully the discussion of risks associated with the merger, which begins on
page 13 under the heading "Risk Factors."

If you have any questions regarding the special meeting or the merger,
please call our proxy solicitation agent, D.F. King & Co., Inc. toll free at
(800) 848-2998.

Proxy statement dated July 12, 1999 and first mailed to
Merkert American stockholders on or about that date.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
QUESTIONS AND ANSWERS ABOUT THE MERGER..................................... Q-1

SUMMARY.................................................................... 1
The Companies............................................................ 1
Merkert American Corporation........................................... 1
Richmont Marketing Specialists Inc..................................... 1
The Combined Company................................................... 1
Risk Factors............................................................. 1
The Merkert American Special Meeting in lieu of the Annual Meeting....... 2
Proposals to be Considered............................................. 2
Recommendation of the Board of Directors............................... 2
Record Date; Voting Power.............................................. 2
Vote Required.......................................................... 3
Revoking a Proxy....................................................... 3
Proposal One--Adoption of the Merger Agreement........................... 3
Reasons for the Merger................................................. 3
Opinion of Tucker Anthony Cleary Gull.................................. 4
The Merger Agreement................................................... 4
Other Related Agreements............................................... 5
Interests of Related Parties in the Merger............................. 5
Material Federal Income Tax Consequences............................... 5
Proposal Two--Amendment to Structure of Merkert American's Board......... 6
Proposal Three--Change of Corporate Name Following the Merger............ 6
Proposal Four--Amendment of Merkert American's Amended and Restated 1998
Stock Option and Incentive Plan......................................... 6
Proposal Five--Election of Directors..................................... 6
Summary Unaudited Pro Forma Combined Financial Data...................... 7
Merkert American Corporation Summary Historical Financial Data........... 10
Richmont Marketing Specialists Inc. Summary Historical Financial Data.... 11
Historical Market Data................................................... 12
Distribution and Dividend Policy......................................... 12

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS................. 13

RISK FACTORS............................................................... 13
The failure to successfully integrate Richmont Marketing may adversely
affect the combined company's financial condition and operations........ 13
The merger will result in manufacturer representation conflicts that
could adversely affect the combined company's financial condition and
results of operations................................................... 13
If the merger fails to occur, Merkert American may incur substantial
expenses and payments without obtaining any benefit..................... 14
If the merger fails to occur, Merkert American may no longer represent
some manufacturers and may lose revenue as a result..................... 14
The combined company will have substantial indebtedness that could
adversely impact its financial condition................................ 14
The merger may trigger significant obligations under Richmont Marketing's
outstanding 10 1/8% senior subordinated notes due 2007 that could
adversely affect the surviving company's financial condition and results
of operations........................................................... 15
A failure to satisfy the restrictive and financial covenants required by
the 10 1/8% senior subordinated notes due 2007 following the merger
could have an adverse impact on the financial condition of the surviving
company................................................................. 16
</TABLE>

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<TABLE>
<S> <C>
Merkert American cannot guarantee that it will be able to refinance
Merkert American's and Richmont Marketing's senior credit facilities
before the completion of the merger..................................... 16
Merkert American and Richmont Marketing each have a recent history of
operating losses........................................................ 16
Recent Financial Accounting Standards Board proposal regarding
amortization periods could reduce Merkert American's net income and net
income per share........................................................ 17
Rapid growth may impair future operations and revenues................... 17
The amendment to Merkert American's certificate of incorporation relating
to the structure of the Board of Directors will have the effect of
delaying the removal of incumbent directors and discouraging unsolicited
takeover bids........................................................... 17
The post-merger voting agreement may delay the removal of incumbent
directors or discourage unsolicited takeover bids....................... 17
One large stockholder will have significant influence over Merkert
American and could exercise this influence contrary to your interests... 18
Merkert American's active acquisition strategy has inherent risks that
could result in an adverse impact on its financial condition............ 18
The merger will result in future charges against Merkert American's
earnings................................................................ 18
Computer problems related to the year 2000 may cause operating problems.. 19

MERKERT AMERICAN SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING............. 20
Purpose of Merkert American Special Meeting in lieu of the Annual
Meeting................................................................. 20
Recommendation of the Board of Directors................................. 20
Record Date; Voting Power................................................ 20
Quorum................................................................... 20
Vote Required............................................................ 21
Voting Rights; Proxies................................................... 21
Solicitation of Proxies.................................................. 22

PROPOSAL ONE--ADOPTION OF THE MERGER AGREEMENT............................. 23
Background of the Merger................................................. 23
Recommendation of the Special Committee and the Board of Directors of
Merkert American; Reasons for the Merger................................ 26
Opinion of Tucker Anthony Cleary Gull.................................... 28
Reasons for Richmont Marketing's Board Approval of The Merger; Approval
by Richmont Marketing Stockholders...................................... 34
Interests of Related Parties in the Merger............................... 35
The Merger Agreement..................................................... 36
Effective Time......................................................... 37
Merger Consideration................................................... 37
Assumption of Indebtedness ............................................ 37
Merkert American Stock Options to be Issued in the Merger.............. 37
Conduct of Business Before the Merger.................................. 38
Business Combination Proposal from Other Parties....................... 39
Conditions to the Merger............................................... 40
Representations and Warranties......................................... 40
Termination............................................................ 41
Expenses............................................................... 41
Amendments to the Merger Agreement..................................... 42
Other Related Agreements................................................. 42
The Pre-Merger Voting Agreements....................................... 42
Post-Merger Voting Agreement........................................... 42
Joint Advisory Agreement............................................... 43
Registration Rights Agreements......................................... 43
</TABLE>

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<TABLE>
<S> <C>
Regulatory Approvals Required............................................ 44
Accounting Treatment of the Merger....................................... 44
Material Federal Income Tax Consequences................................. 45
Nasdaq Listing........................................................... 45
PROPOSAL TWO--AMENDMENT TO MERKERT AMERICAN'S CERTIFICATE OF INCORPORATION
RELATING TO THE STRUCTURE OF THE BOARD OF DIRECTORS....................... 46

PROPOSAL THREE--AMENDMENT TO MERKERT AMERICAN'S CERTIFICATE OF
INCORPORATION TO CHANGE THE CORPORATE NAME................................ 47

PROPOSAL FOUR--AMENDMENT TO MERKERT AMERICAN'S AMENDED AND RESTATED 1998
STOCK OPTION AND INCENTIVE PLAN........................................... 48
Summary of the Plan...................................................... 48

PROPOSAL FIVE--ELECTION OF DIRECTORS....................................... 53

MERKERT AMERICAN CORPORATION............................................... 54
General.................................................................. 54
Industry Overview........................................................ 54
Business Strategy........................................................ 55
Merkert American History................................................. 56
Services and Operations.................................................. 56
Seasonality.............................................................. 57
Information Technology................................................... 57
Competition.............................................................. 58
Employees................................................................ 58
Properties............................................................... 58
Legal Proceedings and Administrative Matters............................. 59
Board of Directors....................................................... 59
Meetings of Board of Directors and Committees............................ 59
Compensation of Directors................................................ 60
Executive Compensation................................................... 60
Stockholder Return Performance Graph..................................... 64
Security Ownership of Certain Beneficial Owners and Management........... 64
Certain Relationships and Related Transactions........................... 67
Compliance with Section 16(a) of the Securities Exchange Act of 1934..... 69

SELECTED FINANCIAL DATA FOR MERKERT AMERICAN............................... 70
Selected Consolidated Financial Data for Merkert American Corporation.... 70
Selected Financial Data for Merkert Enterprises and Rogers-American
(Predecessor Companies)................................................. 71
Merkert Enterprises (Predecessor Company)................................ 71
Rogers-American (Predecessor Company).................................... 72

MERKERT AMERICAN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION................................................................. 73
Introduction............................................................. 73
Acquisition History...................................................... 73
Results of Operations.................................................... 74
Results of Operations-Merkert Enterprises................................ 76
Results of Operations-Rogers-American.................................... 79
Combined Integration Activities.......................................... 81
Liquidity and Capital Resources.......................................... 82
Seasonality; Fluctuations in Quarterly Operating Results................. 84
Inflation................................................................ 84
Year 2000 Compliance..................................................... 84
Quantitative and Qualitative Disclosures about Market Risk............... 85
</TABLE>

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<TABLE>
<S> <C>
Financial Statements and Supplementary Data............................. 85
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................... 85

RICHMONT MARKETING SPECIALISTS INC........................................ 86
Overview................................................................ 86
Business Strengths...................................................... 86
Business Strategy....................................................... 87
Richmont Marketing History.............................................. 88
Acquisition Activities.................................................. 88
Description of Services Provided by Richmont Marketing.................. 89
Markets................................................................. 90
New Business Development................................................ 90
Manufacturers........................................................... 90
Customers............................................................... 91
Management Information Systems.......................................... 91
Competition............................................................. 92
Facilities.............................................................. 92
Employees............................................................... 92
Legal Proceedings....................................................... 92
Recent Developments..................................................... 92
Compensation of Named Executive Officers................................ 93
Compensation Committee.................................................. 94
Compensation Packages................................................... 94
Option/Stock Appreciation Right Grants in Last Fiscal Year.............. 95
Aggregated Stock Appreciation Right Exercises in Last Fiscal Year and
Fiscal Year-End SAR Values............................................. 95
Deferred Compensation................................................... 96
Employment Agreements................................................... 96
Beneficial Ownership of Stock........................................... 97
Relationships and Related Transactions.................................. 97
RICHMONT MARKETING'S SELECTED HISTORICAL FINANCIAL DATA................... 100

RICHMONT MARKETING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................................... 102
Historical Results of Operations........................................ 102
Liquidity and Capital Resources......................................... 104
Year 2000 Compliance.................................................... 105
Quantitative and Qualitative Disclosures About Market Risk.............. 107
Accounting and Financial Disclosure..................................... 107
Note Regarding "Forward Looking Statements"............................. 107

MANAGEMENT
Directors of the Surviving Company...................................... 108
Management of the Surviving Company..................................... 108
Current Directors of Merkert American................................... 108
Current Officers of Merkert American.................................... 109
Biographies............................................................. 109

OTHER MATTERS............................................................. 111

EXPERTS................................................................... 111

MERKERT AMERICAN STOCKHOLDER PROPOSALS.................................... 112

WHERE YOU CAN FIND MORE INFORMATION....................................... 112

INDEX TO FINANCIAL STATEMENTS............................................. F-1
</TABLE>

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ANNEXES

ANNEX A Agreement & Plan of Merger dated as of April 28, 1999, as amended
ANNEX B Amendment to Merkert American's Second Amended and Restated
Certificate of Incorporation relating to the structure of the
Board of Directors
ANNEX C Amendment to Merkert American's Second Amended and Restated
Certificate of Incorporation relating to the change of the
corporate name
ANNEX D First Amendment to Amended and Restated Merkert American 1998
Stock Option and Incentive Plan
ANNEX E Opinion of Tucker Anthony Cleary Gull

v
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QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: What am I being asked to vote upon?

A: You are being asked to approve five proposals:

(1) the merger agreement, as amended, that provides for the merger of
Merkert American and Richmont Marketing;

(2) an amendment to our certificate of incorporation changing the structure
and classification of our Board of Directors;

(3) an amendment to our certificate of incorporation changing the corporate
name to "Marketing Specialists Corporation;"

(4) an amendment to our stock option plan, which primarily will increase
the number of shares of common stock available for issuance under the
plan; and

(5) the election of two members to our Board of Directors to serve until
the earlier to occur of the completion of the merger or the 2001 annual
meeting of stockholders.

Q: Why are we proposing the merger?

A: We are proposing the merger to create a national food brokerage company with
the resources to represent a wide array of manufacturers' products to
customers operating in different distribution channels throughout the United
States. We believe that the merger will result in significant cost savings
and operating efficiencies arising out of the combined company's increased
size and the elimination of overlapping support and administrative systems.
In addition, we believe that the combined company will be better able to
compete against local and regional food brokers because of the combined
company's national coverage after the merger.

Q: What is the special committee and why was it formed?

A. The Merkert American Board of Directors formed a special committee,
comprised of independent directors, to evaluate the terms of the proposed
merger, and make a disinterested recommendation as to whether the Board
should approve the merger agreement. The special committee of the Merkert
American Board of Directors unanimously recommended the merger to the
Merkert American Board of Directors.

Q: What will happen in the merger?

A: Upon completion of the merger, Richmont Marketing will merge with and into
Merkert American and Richmont Marketing will cease to exist as a separate
entity. In the merger, Richmont Marketing stockholders will receive
approximately 48.7198 shares of Merkert American common stock for each share
of Richmont Marketing common stock that they hold.

Q: What will happen to my shares in the merger?

A: Nothing will happen to the shares you currently own as a result of the
merger. You will continue to own shares of Merkert American. The Richmont
Marketing stockholders, however, will receive approximately 6,705,551 shares
of Merkert American common stock and their Richmont Marketing shares will be
canceled in the merger.

Q: Will my rights as a stockholder be altered as a result of the merger?

A: No, your rights as a stockholder will not be affected by the merger. The
issuance of Merkert American common stock to the Richmont Marketing
stockholders in the merger will dilute your interest in Merkert American.
The combined company, however, will be much larger after the merger in terms
of both assets and revenues.

Q: What is the effect of proposal two and proposal four being conditions
precedent to completion of the merger?

A: One of the conditions that must be satisfied before the companies can
complete the merger is that the stockholders must approve proposal four. If
the stockholders do not approve this proposal, the companies will not
complete the merger unless Richmont Marketing waives this condition. One of
the other conditions that must be satisfied is that either the stockholders
adopt proposal two or our Board increases its size to
Q-1
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nine directors, with the resulting vacancies filled by four individuals who
currently serve on Richmont Marketing's Board and one individual who is not
employed at either company. If this condition is not satisfied, the
companies will not complete the merger unless Richmont Marketing and Merkert
American waive this condition.

Q: When will the merger be completed?

A: We intend to complete the merger shortly after we receive the necessary
stockholder and regulatory approvals. We are working to complete the merger
during the third quarter of 1999.

Q: How will the Board of Directors change as a result of the proposed amendment
to Merkert American's certificate of incorporation?

A: If the stockholders adopt the merger agreement and the proposed amendment to
the certificate of incorporation described in proposal two, Merkert
American's certificate of incorporation will be amended to establish a nine
member Board, four of whom currently serve on our current Board, four of
whom currently serve on Richmont Marketing's Board, and one who is currently
not employed by either company. The three-year Board will also be divided
into three classes with staggered terms, which means that directors will
stand for election every third year. If the stockholders adopt the merger
agreement, as amended, but do not adopt the proposed amendment to the
certificate of incorporation described in proposal two, the Board will
increase its size to nine members, four of whom currently serve on our
Board, four of whom currently serve on Richmont Marketing's Board and one
who is currently not employed by either company.

Q: Why are we changing our name after the merger?

A: We are changing our name to "Marketing Specialists Corporation" to
capitalize on recognition of that name in our industry and to describe more
accurately the combined company's business.

Q: What will the proposed amendment to our stock option plan do?

A: The proposed amendment will primarily increase the number of shares
available under the plan immediately following the merger to 1,847,762,
which will be approximately 13% of the total shares of our common stock
outstanding after the merger. Without this amendment, the number of shares
available under the plan immediately after the merger would be 976,040,
which would be 6.9% of the total number of shares outstanding. The current
terms of the plan provide that, even without the amendment, the number of
shares available for issuance would increase to 1,847,762 on January 1, 2000
if the merger is completed. The primary purpose of this amendment is to
cause the number of shares underlying the stock option plan to be 13% of the
total number of shares outstanding both immediately before and immediately
after the completion of the merger.

Q: Why do we need to have more shares of common stock available for issuance
under our stock option plan?

A: In connection with the merger, we have agreed to issue stock options to
purchase 800,000 shares of Merkert American common stock to Richmont
Marketing employees and other individuals associated with Richmont
Marketing. This number may be increased to a maximum of 995,000 shares
depending on the market price of the common stock at the effective time of
the merger. Without the proposed increase, we do not have enough shares
available for issuance under the plan to issue these stock options.

Q: Why are we nominating two directors for election if the merger and the
proposed amendment to our certificate of incorporation will cause the
members of the Board of Directors to change automatically?

A: Two of our directors have terms that expire at the meeting. The two nominees
will serve until the earlier to occur of the completion of the merger or the
2001 annual meeting of stockholders and until their successors are duly
elected and qualified.

Q-2
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Q: What do I need to do now?

A: Just sign and mail your proxy card in the enclosed pre-paid return envelope
as soon as possible, so that your shares of Merkert American common stock
may be represented at the Merkert American special meeting in lieu of the
annual meeting.

Q: If my shares are held in "street name" by my broker, will my broker vote my
shares for me?

A: Your broker will vote your shares of Merkert American common stock only if
you provide instructions on how to vote. You should instruct your broker how
to vote your shares. If you do not provide instructions to your broker, your
shares will not be voted and they will be counted as votes against the
merger agreement, the amendment restructuring the Board, the name change and
the option plan amendment.

Q: Who can help answer your questions?

A: If you would like additional copies of this document, or if you would like
to ask additional questions about the merger, you should contact our proxy
solicitation agent, D.F. King & Co., Inc. toll free at (800) 848-2998 or
contact us directly at:

Merkert American Corporation
490 Turnpike Street
Canton, Massachusetts 02021
Tel: (781) 828-4800
Attention: Sidney D. Rogers, Jr.

Q-3
<PAGE>

SUMMARY

This summary highlights selected information from this proxy statement and
may not contain all of the information that is important to you. To understand
the merger fully and for a more complete description of the legal and economic
terms of the merger, you should carefully read this entire document and the
additional documents to which we refer you. We have included page references in
parentheses to direct you to a more complete description of the topics
presented in this summary.

The Companies

Merkert American Corporation (See Page 54)

We are one of the largest food brokers in the United States. We sell and
market grocery and consumer products on behalf of manufacturers. We also
coordinate the execution of manufacturers' marketing programs with retailers
and wholesalers. Our principal source of revenues is commissions that we
receive from manufacturers. We also manage private label programs on behalf of
selected retailers. We represent more than 750 manufacturers and more than
70,000 food and non-food products. We have business relationships with key
retailers in 25 states primarily in the northeastern, southeastern and mid-
Atlantic regions. Over the past five years, we have expanded our coverage
through the acquisition and integration of 24 companies. We have three wholly-
owned subsidiaries through which all of our operations occur.

Our principal office is located at 490 Turnpike Street, Canton, MA 02021.
The telephone number is (781) 828-4800.

Richmont Marketing Specialists Inc. (See Page 86)

Richmont Marketing Specialists Inc. is also one of the largest food brokers
in the United States and is one of our competitors. Richmont Marketing provides
a full array of sales, marketing, merchandising and order management services
to manufacturers and retailers. Richmont Marketing represents over 1,700
manufacturers primarily across the western, southeastern, south central and
mid-Atlantic regions. Since the beginning of 1996, Richmont Marketing has
expanded its coverage significantly through 14 strategic acquisitions. Richmont
Marketing has nine wholly-owned subsidiaries through which it conducts its
operations.

Richmont Marketing's principal office is located at 17855 Dallas Parkway,
Dallas, TX 75287. The telephone number is (972) 349-6200.

The Combined Company

Following the merger, the combined company will be one of the largest food
brokers in the United States. The combined company will have the resources and
geographic presence to effectively represent a variety of manufacturers on a
nationwide basis. We believe that the combined company will be better able to
compete against local and regional brokers because of the combined company's
national coverage after the merger. The combined company will have the ability
to service key retailers in all fifty states and will initially represent
approximately 2,000 manufacturers.

Following the merger, the Board of Directors of Merkert American will have
nine members, four of whom currently serve on Merkert American's Board of
Directors, four of whom currently serve on Richmont Marketing's Board of
Directors, and one director who is currently not employed by either company.

Risk Factors (See Page 13)

You should carefully consider several risk factors in deciding whether to
vote for the merger agreement and the other proposals described in this proxy
statement. Those risks include:

. the possibility that we will not be able to integrate successfully with
Richmont Marketing, resulting in lost profitability.

. the possibility that, if the merger is not completed, we will have expended a
significant amount of time and money and will have lost customers and missed
business opportunities as a result.

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. the possibility that the companies will not be able to refinance their
existing credit facilities and will be unable to complete the merger as a
result.

. the existence of conflicts between manufacturers represented by Merkert
American and manufacturers represented by Richmont Marketing that will
result in the loss of manufacturer accounts of the combined company.

. the possibility that the combined company's growth strategy will not prove
profitable.

. the fact that, following the merger, the combined company will have
substantial indebtedness, which will require that it dedicate a substantial
portion of its cash flow from operations to the payment of interest and
principal on its indebtedness.

. the possibility that the merger could result in substantial repayment
obligations under Richmont Marketing's $100 million of 10 1/8% senior
subordinated notes due 2007 that we will assume in the merger.

The Merkert American Special Meeting in lieu of the Annual Meeting (See
Page 20)

Proposals to be Considered

At the special meeting in lieu of the annual meeting, you will be asked to
vote on five proposals.

. The first proposal is to adopt the merger agreement, as amended.

. The second proposal is to amend Merkert American's certificate of
incorporation to change the structure and classification of the Board of
Directors so that, immediately following the merger, Merkert American will
have a nine member Board of Directors classified into three classes with
staggered three-year terms. This amendment will only be made if the
stockholders adopt the merger agreement and the companies complete the
merger.

. The third proposal is to amend Merkert American's certificate of
incorporation to change the name of the corporation following the merger to
"Marketing Specialists Corporation." This amendment will only be made if the
stockholders adopt the merger agreement and the companies complete the
merger.

. The fourth proposal is to amend the Merkert American Amended and Restated
1998 Stock Option and Incentive Plan, primarily to increase the total number
of shares available for issuance under the plan. This amendment will only be
made if the stockholders adopt the merger agreement and the companies
complete the merger.

. The fifth proposal is to elect two members of the Merkert American Board of
Directors to serve until the earlier to occur of the completion of the
merger or the 2001 annual meeting of stockholders and until their successors
are duly elected and qualified.

Our current directors and executive officers beneficially own as a group
approximately 26.0% of the shares of Merkert American common stock. Each of
these individuals intends to, and has agreed with Richmont Marketing to, vote
in favor of the first four proposals.

At the meeting, you may also be asked to consider and vote on matters
related to the conduct of the meeting.

Recommendation of the Board of Directors

Our Board of Directors recommends that the stockholders vote in favor of
the adoption of the merger agreement, as amended, both amendments to the
certificate of incorporation, and the amendment to the option plan, and the
election of the two nominees to the Board of Directors.

Record Date; Voting Power

You are entitled to vote at the special meeting in lieu of the annual
meeting if you owned shares of Merkert American common stock at the close of
business on July 1, 1999. This date is known as the record date. As of the
record date, there were 7,172,300 shares of Merkert American common stock
issued and outstanding held by approximately 65 holders of record. Holders of
Merkert American common stock on the record date are entitled to one

2
<PAGE>

vote per share on any matter that may properly come before the special meeting
in lieu of the annual meeting. As of the record date, there were 335,700 shares
of restricted common stock issued and outstanding, each of which entitles the
holder to 1/10 of a vote. The common stock and the restricted common stock will
vote together as a single class on all five of the proposals described in this
proxy statement that are to be voted on at the special meeting in lieu of the
annual meeting of Merkert American stockholders.

Vote Required

Approval by the stockholders of the proposal to adopt the merger agreement,
as amended, will require the affirmative vote of a majority of the voting power
of Merkert American common stock and restricted common stock outstanding on the
record date. Approval of the amendment to Merkert American's certificate of
incorporation relating to the structure of the Board will require the
affirmative vote of two-thirds of the voting power of Merkert American common
stock and restricted common stock outstanding on the record date. Approval of
the amendment to Merkert American's certificate of incorporation for the name
change will require the affirmative vote of a majority of the voting power of
Merkert American common stock and restricted common stock outstanding on the
record date. A failure to vote, a vote to abstain or a broker non-vote on any
of these three proposals will have the same legal effect as a vote against any
of these proposals.

Approval of the amendment to Merkert American's option plan will require the
affirmative vote of a majority of the voting power present at the meeting and
entitled to vote. Neither a failure to vote nor a broker non-vote will count as
a vote against this proposal, but a vote to abstain will have the same legal
effect as a vote against this proposal.

The election of the two nominees to the Merkert American Board will require
the affirmative vote of a plurality of the votes cast by the stockholders on
the election. The failure to vote, a vote to abstain or a broker non-vote will
not count as a vote against this proposal.

A "no" vote for any proposal on the enclosed proxy card will be a vote
against that proposal. If we do not receive a sufficient number of "yes" votes
on any of the proposals, then that proposal will not become effective.

Revoking a Proxy

You may revoke a previously given proxy at any time before it is voted at
the special meeting in lieu of the annual meeting by either:

. filing with the Secretary of Merkert American a written instrument revoking
the proxy;

. submitting a duly executed proxy bearing a later date; or

. voting in person at the special meeting in lieu of the annual meeting.

Proposal One--Adoption of the Merger Agreement

We have recommended adopting the merger agreement, as amended, attached as
Annex A to this proxy statement relating to our proposed merger with Richmont
Marketing. Proposal four is a condition precedent to the completion of the
merger and the failure of Merkert American stockholders to approve the proposal
may have the effect of preventing Merkert American from completing the merger
unless Richmont Marketing waives this condition.

Reasons for the Merger (See Page 26)

In reaching its determination to recommend that the stockholders adopt the
merger agreement, as amended, the special committee of the Merkert American
Board of Directors and the Merkert American Board of Directors considered a
number of factors including:

. the competitive advantages to the combined company from having a nationwide
geographic presence;

. the enhanced capabilities of the combined company;

. the strategic and financial alternatives available to Merkert American; and

. the consolidation trend in the food brokerage industry.

3
<PAGE>

The special committee and the Board also considered a number of potentially
negative factors associated with the transaction, including:

. the manufacturers' conflicts that may arise as a result of the merger and
resulting lost business;

. the potential adverse effect on our financial condition resulting from a
failure to successfully integrate the two companies and their operations;

. the adverse effect on our operations from failing to complete the transaction
after having announced it; and

. the substantial indebtedness of Richmont Marketing that we would have to
assume.

Opinion of Tucker Anthony Cleary Gull (See Page 28)

Tucker Anthony Cleary Gull rendered an opinion dated as of April 27, 1999 to
the special committee of the Merkert American Board and the Merkert American
Board that the merger is fair from a financial point of view to Merkert
American. Tucker Anthony Cleary Gull is a nationally recognized investment
banking firm that was retained by the special committee to deliver a fairness
opinion relating to the merger. A copy of Tucker Anthony Cleary Gull's opinion,
setting forth the information reviewed, assumptions made and matters considered
is attached to this proxy statement as Annex E. You should read Tucker Anthony
Cleary Gull's opinion in its entirety.

The Merger Agreement (See Page 36)

General

Merkert American and Richmont Marketing have entered into a merger
agreement, as amended, that, if adopted and all of its conditions to closing
are satisfied, will result in Richmont Marketing merging with and into Merkert
American. Merkert American will issue a total of 6,705,551 shares of common
stock to the Richmont Marketing stockholders as consideration in the merger.
Immediately following the merger, the stockholders of Merkert American will own
approximately 52.8% of the outstanding common stock of the combined company and
the stockholders of Richmont Marketing will own approximately 47.2% of the
outstanding common stock of the combined company.

Merger Consideration

At the effective time of the merger, each issued and outstanding share of
Richmont Marketing common stock will be converted into approximately 48.7198
shares of Merkert American common stock.

Upon completion of the merger, we have agreed to grant stock options to
purchase 800,000 shares of Merkert American common stock to individuals
employed by or associated with Richmont Marketing. This number may increase to
a maximum of 995,000 shares depending on the market price of the common stock
at the effective time of the merger.

Assumption of Indebtedness

In connection with the merger, Merkert American will assume $169.0 million
of indebtedness of Richmont Marketing, including its $100 million of 10 1/8%
senior subordinated notes due 2007. See "Risk Factors--The merger may trigger
significant obligations under Richmont Marketing's outstanding 10 1/8% senior
subordinated notes due 2007 that could adversely affect the surviving company's
financial condition and results of operations" and "Risk Factors--A failure to
satisfy the restrictive and financial covenants required by the 10 1/8% senior
subordinated notes due 2007 following the merger could have an adverse impact
on the financial condition of the surviving company."

Conditions to the Merger

For the merger to occur, the parties must satisfy or waive the conditions
specified in the merger agreement, including:

. stockholder approval of the adoption of the merger agreement, as amended;

4
<PAGE>

. either stockholder approval of the amendment to Merkert American's
certificate of incorporation described in proposal two or the Board will
increase its size to nine directors with four of the five vacancies filled by
individuals who currently serve on Richmont Marketing's Board and the
remaining vacancy filled by an individual not currently employed by either
company;

. stockholder approval of the proposed amendment to our stock option plan
described in proposal four;

. the approval for the listing of the shares to be issued in the merger on the
Nasdaq National Market;

. refinancing of both companies' existing credit facilities;

. either our assumption of Richmont Marketing's 10 1/8% senior subordinated
notes due 2007 or our repurchase and refinancing of these notes on
commercially reasonable terms;

. the execution of the voting agreement and joint advisory agreement described
in more detail below; and

. confirmation of each party's compliance with the merger agreement.

Other Related Agreements (See Page 42)

In connection with the merger, our management and some of our stockholders,
including our largest stockholder, and the Richmont Marketing stockholders
entered into reciprocal pre-merger voting agreements. Under these agreements,
all of the Richmont Marketing stockholders and our management agreed to vote
all shares of common stock under their control in favor of the proposed merger
agreement and against any competing transaction.

At closing, the Richmont Marketing stockholders and two stockholders of
Merkert American will enter into a voting agreement to vote in favor of five
nominees for election to Merkert American's Board of Directors that are
designated by Richmont Marketing's largest stockholder, provided that such
nominees are reasonably acceptable to the two Merkert American stockholders.
Immediately following the merger, the parties to this voting agreement will
collectively control 54.5% of the total voting power of the surviving company.

Upon the completion of the merger, we will also enter into a joint advisory
agreement with Monroe & Company, LLC and Richmont Capital Partners I, L.P. for
business consulting, financial advisory and investment banking services. The
joint advisory agreement will provide for minimum annual fees of $1 million.
The joint advisory agreement will otherwise be on substantially similar terms
as, and will supersede, the existing advisory agreement between Merkert
American and Monroe & Company, LLC.

Interests of Related Parties in the Merger (See Page 35)

Upon completion of the merger, the combined company may pay Richmont Capital
Partners I, L.P. $500,000 for financial advisory services rendered to Richmont
Marketing in connection with the merger. Richmont Capital Partners I, L.P.
indirectly owns 60% of the outstanding common stock of Richmont Marketing. Four
persons who may be deemed to be affiliates of Richmont Capital Partners I, L.P.
serve on the Board of Directors of Richmont Marketing and will receive options
to purchase a total of approximately 395,000 shares of Merkert American common
stock in connection with the merger. Three of these persons will serve on the
Board of Directors of Merkert American following the merger.

Material Federal Income Tax Consequences (See Page 45)

We expect the merger to be tax-free to Merkert American and Richmont
Marketing.

5
<PAGE>

Proposal Two--Amendment to Structure of Merkert American's Board (See Page 46)

Subject to adoption of the merger agreement, as amended, by our
stockholders, we have proposed amending our certificate of incorporation in the
form attached to this proxy statement as Annex B to change the structure and
classification of the Board of Directors so that, following the merger, Merkert
American will have a nine member Board of Directors classified into three
classes with staggered three-year terms. The amendment accelerates the
implementation of the three-class staggered board, which otherwise would not
begin to phase in until the annual meeting of stockholders in 2000.

Of the nine directors to be appointed by the amendment, four individuals
currently serve on Merkert American's Board, four individuals currently serve
on Richmont Marketing's Board, and one individual is currently not employed by
either company.

If the merger is not completed for any reason, this amendment will not be
effected, even if approved by the stockholders. If stockholders do not approve
proposal two, the Board will increase its size to nine with four of the five
vacancies filled by individuals who currently serve on Richmont Marketing's
Board and the remaining vacancy filled by an individual who is not employed by
either company.

Proposal Three--Change of Corporate Name Following the Merger (See Page 47)

Subject to adoption of the merger agreement, as amended, by our
stockholders, we have proposed amending our certificate of incorporation in the
form attached to this proxy statement as Annex C to change the corporate name
of Merkert American Corporation to "Marketing Specialists Corporation"
following the merger. We propose the name change to capitalize on the extensive
recognition of the "Marketing Specialists" name in our industry and to describe
more accurately the combined company's business.

If the merger is not completed for any reason, this amendment will not be
effected, even if approved by the stockholders.

Proposal Four--Amendment of Merkert American's Amended and Restated 1998 Stock
Option and Incentive Plan (See Page 48)

Subject to adoption of the merger agreement, as amended, by our
stockholders, we have proposed an amendment to the Merkert American Amended and
Restated 1998 Stock Option and Incentive Plan in the form attached to this
proxy statement as Annex D, which primarily will increase the number of shares
of Merkert American common stock immediately following the merger to 1,847,762.
These shares will represent approximately 13% of the total number of shares of
Merkert American common stock outstanding after the merger. Without this
amendment, the number of shares underlying the plan would be 976,040, or
approximately 6.9% of the total number of shares outstanding after the merger.
The current terms of the plan provide that,
even without the amendment, the number of shares available for issuance would
increase to 1,847,762 on January 1, 2000 if the merger is completed. We have
historically had 13% of our outstanding common stock available under our stock
option plan and desire to maintain that balance. In addition, the number of
shares available without the amendment would not be sufficient to cover the
additional options that Merkert American has agreed to issue to individuals
employed or otherwise associated with Richmont Marketing in connection with the
merger.

If the merger is not completed for any reason, this amendment will not be
effected, even if approved by the stockholders. Stockholder approval of this
amendment is a condition to the completion of the merger. As a result, if
stockholders do not approve proposal four, the merger will not be completed
unless Richmont Marketing waives this condition.

Proposal Five--Election of Directors (See Page 53)

Our Board of Directors has nominated Gerald R. Leonard and James A.
Schlindwein for election as directors of Merkert American. If elected, they
will serve until the earlier of the completion of the merger or the 2001 annual
meeting of stockholders and until their successors are duly elected and
qualified.

6
<PAGE>

Summary Unaudited Pro Forma Combined Financial Data
(in thousands, except share and per share amounts)

We were incorporated on March 4, 1998. Our only operations for the period
between March 4, 1998 and December 18, 1998 related to the public offering of
our common stock and the acquisition of Merkert Enterprises, Inc. and Rogers-
American Company, Inc. We completed the public offering and the acquisitions of
Merkert Enterprises and Rogers-American on December 18, 1998. In April 1999, we
signed a definitive merger agreement with Richmont Marketing. For financial
statement presentation purposes, we have been designated as the accounting
acquiror. In the table below, we provide you with summary pro forma combined
financial data of Merkert American, as adjusted for certain pro forma
adjustments to the historical financial statements of Merkert Enterprises,
Rogers-American and Richmont Marketing. The unaudited pro forma combined
financial data set forth below do not purport to represent Merkert American's
combined results of operations 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 "Merkert American Management's
Discussion and Analysis of Financial Condition and Results of Operations," the
Merkert American Unaudited Pro Forma Combined Financial Statements and the
notes thereto and the Merkert Enterprises, Rogers-American and Richmont
Marketing financial statements and the notes thereto which are contained in
this proxy statement.

<TABLE>
<CAPTION>
Year Ended Three Months
December 31, Ended March 31,
1998 1999
------------ ---------------
Pro Forma Pro Forma
<S> <C> <C>
Statement of Operations Data(1)(2)(3):
Sales.......................................... $ 44,605 $ 12,749
Commissions.................................... 394,081 96,379
---------- ----------
Revenues....................................... 438,686 109,128
Cost of sales.................................. 41,077 11,304
Selling, general and administrative expense.... 390,334(4) 90,521(4)
Restructuring expense.......................... 6,935 --
Depreciation and amortization(5)............... 15,915 3,979
---------- ----------
Operating income (loss)........................ (15,575) 3,324
Interest expense, net(6)....................... 22,004 5,846
Other (income) expense, net.................... 430 (37)
---------- ----------
Income (loss) before income taxes.............. (38,009) (2,485)
Net income (loss).............................. $ (38,009) $ (2,485)
========== ==========
Basic net income (loss) per share.............. $ (2.67) $ (0.17)
========== ==========
Shares used in computing basic net income
(loss) per share(7)........................... 14,214,000 14,214,000
========== ==========
Diluted income (loss) per share................ $ (2.67) $ (0.17)
========== ==========
Shares and potential dilutive securities used
in computing diluted income (loss) per
share(7)...................................... 14,214,000 14,214,000
========== ==========
Other Financial Data:
EBITDA(8)...................................... $ 340 $ 7,303
========== ==========
EBITDA As Adjusted(8)(9)....................... $ 47,417 $ 7,303
========== ==========
<CAPTION>
As of
March 31, 1999
Pro Forma
Combined(2)
---------------
<S> <C> <C>
Balance Sheet Data:
Working capital................................ $ 17,301
Total assets................................... 454,901
Total long-term debt, net of current portion... 234,086
Stockholders' equity........................... 141,905
</TABLE>

7
<PAGE>

Footnotes for Summary Pro Forma Combined Financial Data

(1) The Summary Pro Forma Combined Financial Data, other than the Pro Forma
Summary Balance Sheet Data, assume the merger took place on January 1,
1998 and are not necessarily indicative of the results that Merkert
American would have obtained had these events actually occurred on that
date or of Merkert American's future results.
(2) The Summary Pro Forma Combined Balance Sheet Data assume that the merger
occurred on March 31, 1999.
(3) Includes the adjustment to record the income tax provision after
considering the non-deductibility of goodwill and any deferred tax asset
valuation requirements.
(4) You should read "Merkert American Management's Discussion and Analysis of
Financial Condition and Results of Operations--Combined Integration
Activities" for a discussion of the recent integration activities of
Merkert American reflected on the Pro Forma Statement of Operations Data
and "Richmont Marketing Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a discussion of the recent
integration activities of Richmont Marketing.
(5) Includes a pro forma adjustment to decrease amortization of goodwill by
$23,875,000 for the year ended December 31, 1998 and $4,758,000 for the
three months ended March 31, 1999 as a result of the combinations computed
on the basis described in the Notes to Unaudited Pro Forma Combined
Financial Statements.
(6) Includes a pro forma adjustment to decrease interest expense by $825,000
for year ended December 31, 1998 associated with the term loan that
Merkert American obtained from First Union National Bank, N.A. at the
closing of its acquisitions of Merkert Enterprises and Rogers-American.
Interest expense is net of approximately $1.7 million of interest income
for Richmont Marketing.
(7) Includes all shares of Merkert American common stock outstanding as of
March 31, 1999 and 6,705,551 shares of common stock to be issued to the
stockholders of Richmont Marketing. Shares used in computing diluted
earnings per share exclude all outstanding options as their effect would
be antidilutive.
(8) EBITDA represents earnings before interest, taxes, depreciation and
amortization. Merkert American believes that EBITDA may be useful to
investors for measuring Merkert American's ability to service debt, to
make new investments and to meet working capital requirements. EBITDA as
calculated by Merkert American 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.
(9) The adjusted unaudited pro forma EBITDA for Merkert American for the year
ended December 31, 1998 was $25.6 million after giving effect to: (1)
$13.1 million in savings from the elimination of duplicative salaries, and
other direct costs net of revenues lost as a result of manufacturer
conflicts and other factors; and (2) the elimination of $28.9 million of
non-recurring charges related to the purchases of Merkert Enterprises and
Rogers-American, assuming the combination of Merkert Enterprises and
Rogers-American took place on January 1, 1998. You should read "Merkert
American Management's Discussion and Analysis of Financial Condition--
Combined Integration Activities" for a more detailed description of the
adjusted pro forma combined EBITDA for Merkert American.

The adjusted unaudited pro forma EBITDA for Richmont Marketing for the year
ended December 31, 1998 was $21.8 million after giving effect to the
elimination of $5.8 million non-recurring charges consisting of: (1) $1.7
million of lease restructuring charges; (2) $1.1 million of receivable
adjustments relating to prior acquisitions of Richmont Marketing and the
elimination of $3.0 million of other non-recurring charges.

On a combined basis, without giving any effect to any integration
activities resulting from the combination of Merkert American and Richmont
Marketing, the adjusted unaudited pro forma combined EBITDA for

8
<PAGE>

Merkert American was $47.4 million for the year ended December 31, 1998.
Merkert American believes that the combined company will satisfy the 2:00
to 1:00 consolidated coverage ratio as of June 30, 1999, which is a
requirement under the indenture governing Richmont Marketing's 10 1/8%
senior subordinated notes due 2007 after taking into account the
anticipated effects of the merger. See "Risk Factors--The merger may
trigger significant obligations under Richmont Marketing's outstanding 10
1/8% senior subordinated notes due 2007 that could adversely affect the
surviving company's financial condition and results of operations." The
companies also intend to refinance their existing credit facilities prior
to completion of the merger. If they are unable to do so, the merger will
not be completed. See "Risk Factors--Merkert American cannot guarantee that
it will be able to refinance Merkert American's and Richmont Marketing's
senior credit facilities before the completion of the merger."

9
<PAGE>

Merkert American Corporation Summary Historical Financial Data
(dollars in thousands)
In the table below, we provide you with summary historical financial data
for our predecessor companies, Merkert Enterprises and Rogers-American, for the
years ended December 31, 1996 and 1997, the period ended December 18, 1998, and
the three months ended March 31, 1998 (unaudited). We derived the financial
data of the predecessor companies from the financial statements included
elsewhere in this proxy statement but do not reflect our acquisition of these
companies or the related adjustments that are reflected in the Summary Pro
Forma Combined Financial Data. The statement of operations and balance sheet
data for Merkert American for the period from inception to December 31, 1998
and for the three months ended March 31, 1999 (unaudited) includes the
operating results and assets of Merkert Enterprises and Rogers-American since
their acquisition on December 18, 1998 and are derived from the financial
statements and accompanying notes, as well as "Merkert American Management's
Discussion and Analysis of Financial Condition and Results of Operations." We
derived the consolidated income data for the three months ended March 31, 1999
and the consolidated balance sheet data at March 31, 1999 from unaudited
consolidated financial statements also included elsewhere in this proxy
statement. We prepared the unaudited consolidated financial statements on a
basis consistent with our audited financial statements and, in the opinion of
our management, include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of our consolidated financial
position and results of operations for the period presented. The consolidated
results of operations for the three months ended March 31, 1999 are not
necessarily indicative of results for the year ending December 31, 1999 or any
future period. We encourage you to review the Unaudited Pro Forma Combined
Financial Statements and the notes thereto and the Merkert Enterprises and
Rogers-American financial statements and the notes thereto included elsewhere
in this proxy statement.
<TABLE>
<CAPTION>
Year Ended Period Ended Inception to Three Months
December 31, December 18, December 31, Ended March 31,
---------------- ------------ ------------ -----------------
1996 1997 1998 1998 1998 1999
------- -------- ------------ ------------ ------- --------
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Merkert Enterprises
Commissions........... $80,661 $104,274 $90,254 $ -- $24,168 $ --
Sales................. 44,916 43,105 42,185 -- 12,424 --
------- -------- ------- -------- ------- --------
Revenues.............. 125,577 147,379 132,439 -- 36,592 --
Operating income
(loss)(1)............ 633 1,373 (6,278) -- (283) --
Other Financial Data
EBITDA (1)(2)......... 3,080 5,857 (1,841) -- 854 --
Rogers-American
Commissions........... $63,311 $ 82,985 $79,558 -- $20,831 --
Operating income
(loss)(1)............ 107 4,085 (15,949) -- 1,190 --
Other Financial Data
EBITDA (1)(2)......... 1,753 6,601 (13,510) -- 1,825 --
Merkert American
Commissions........... $ -- $ -- $ -- $ 5,975 $ -- $ 43,876
Sales................. -- -- -- 2,420 -- 12,749
------- -------- ------- -------- ------- --------
Revenues.............. -- -- -- 8,395 -- 56,625
Operating income
(loss)............... -- -- -- (1,187) -- 5,155
Other Financial Data
EBITDA (1)(2)......... -- -- -- (1,008) -- 6,612
Balance Sheet Data--
Merkert American:
Working Capital (defi-
cit) $ -- $ -- $ -- $ (2,108) $ -- $ (122)
Total Assets.......... -- -- -- 188,410 -- 192,784
Total long-term debt,
net of current por-
tion................. -- -- -- 74,673 -- 74,443
Shareholders' equity.. -- -- -- 72,595 -- 78,473
</TABLE>
- --------
(1) Includes restructuring charges for Merkert Enterprises of $5,987,000 for
the period ended December 18, 1998 and $948,000 of restructuring charges
for Rogers-American for the period ended December 18, 1998.
(2) EBITDA represents earnings before interest, taxes, depreciation and
amortization excluding other income. Merkert American believes that EBITDA
may be useful to investors for measuring Merkert American's ability to
service debt, to make new investments and to meet working capital
requirements. EBITDA as calculated by Merkert American 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.

10
<PAGE>

Richmont Marketing Specialists Inc. Summary Historical Financial Data
(dollars in thousands)

In the table below, we provide you with summary historical financial data
for Richmont Marketing and its subsidiaries which should be read in conjunction
with, and is qualified in its entirety by, the historical financial statements
and notes thereto of Richmont Marketing included in this proxy statement. The
statement of operations data presented for the three years ended December 31,
1998 and the balance sheet data as of December 31, 1996, 1997 and 1998 have
been derived from Richmont Marketing's audited financial statements for those
periods. We derived the selected historical financial information set forth
below as of and for the three months ended March 31, 1999 and 1998 from
unaudited financial statements which, in the opinion of management, include all
normal recurring adjustments necessary for the fair presentation of these
financial statements. The results of operations for the three month period
ended March 31, 1999 are not necessarily indicative of the results of
operations to be expected for the full year.

The statement of operations and balance sheet data include the operating
results and assets and liabilities of Bromar, Inc. and subsidiaries since its
acquisition on October 31, 1996, Tower Marketing, Inc. since its acquisition on
May 31, 1997 and Atlas Marketing Company, Inc. and subsidiaries since its
acquisition on December 19, 1997. Richmont Marketing has accounted for the
Atlas Marketing Company, Inc. and subsidiaries acquisition effective December
31, 1997 for financial reporting purposes. The results of operations of Atlas
Marketing Company, Inc. and subsidiaries during the period December 19, 1997
through December 31, 1997 were not material.

We encourage you to review the audited financial statements and the
accompanying notes, as well as "Richmont Marketing Management's Discussion and
Analysis of Financial Condition and Results of Operations" which is also
contained in this proxy statement.

<TABLE>
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
--------------------------- --------------------
1996 1997 1998 1998 1999
------- -------- -------- --------- ---------
(dollars in thousands)
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations Da-
ta:
Revenue................... $73,447 $155,932 $218,294 53,089 52,503
Operating expenses........ 74,969 159,995 235,051 58,889 59,093
------- -------- -------- --------- ---------
Operating loss............ (1,522) (4,063) (16,757) (5,800) (6,590)
Other Financial Data:
EBITDA(1)................. 4,032 10,292 15,978 3,840 690
Balance Sheet Data (end of
period):
Cash and cash equiva-
lents.................... -- 41,395 26,634 36,211 21,978
Total assets.............. 84,655 211,530 174,762 203,140 165,446
Long-term obligations, in-
cluding current
maturities............... 51,661 177,916 171,230 176,515 169,010
Shareholders' equity (def-
icit).................... 11,736 9,309 (23,028) 1,541 (33,240)
</TABLE>
- --------
(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization excluding other income. Merkert American believes that EBITDA
may be useful to investors for measuring Richmont Marketing's ability to
service debt, to make new investments and to meet working capital
requirements. EBITDA as calculated by Richmont Marketing 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>

Historical Market Data

Merkert American's common stock has traded on the Nasdaq National Market
under the symbol "MERK" since its initial public offering on December 18, 1998.
The following table sets forth the high and low sales prices of Merkert
American common stock reported for the calendar quarters indicated.

<TABLE>
<CAPTION>
1998 High Low
---- ------ ------
<S> <C> <C>
Fourth Quarter (from December 18, 1998)....................... $15.63 $15.00
<CAPTION>
1999
----
<S> <C> <C>
First Quarter................................................. $15.38 $10.25
Second Quarter (through June 30, 1999)........................ $11.88 $ 8.63
</TABLE>

The following table sets forth the last reported sales price per share of
Merkert American common stock: (a) on April 27, 1999, the last trading day
preceding public announcement of the terms of the merger, and (b) on July 7,
1999, the most recent date for which prices were available before printing this
proxy statement.

<TABLE>
<S> <C>
April 27, 1999........................................................ $11.00
July 7, 1999.......................................................... $ 9.38
</TABLE>

As of July 1, 1999, the record date, there were approximately sixty-five
holders of record of Merkert American's common stock. Richmont Marketing's
common stock is not listed for trading on any exchange or automated quotation
service. There are five holders of record of Richmont Marketing's common stock.

Because the market price of Merkert American common stock is subject to
fluctuation, we urge you to obtain current market quotations for your shares of
Merkert American common stock.

Distribution and Dividend Policy

We have never declared a cash dividend or distributed earnings. Consistent
with our practice prior to the merger, we intend to retain earnings to finance
the growth and development of our business and for general corporate purposes,
including future acquisitions. We do not anticipate paying cash dividends in
the foreseeable future. Any payment of cash dividends in the future will be at
the discretion of the combined company's Board of Directors and will depend
upon the financial condition, capital requirements and earnings of the combined
company following the merger and other factors that the Board of Directors may
deem relevant.

In addition, our current credit facility with First Union National Bank,
N.A. prohibits us from paying any dividend without the consent of our lenders.
We anticipate that any new credit facility entered into with First Union
National Bank, N.A. and The Chase Manhattan Bank, N.A. would contain similar
prohibitions. The indenture governing the 10 1/8% senior subordinated notes due
2007 also prohibits the payment of any dividend unless specific financial
conditions set forth in the indenture are met.

We do not have any dividends in arrears or defaults in principal or interest
regarding any of our securities and Richmont Marketing does not have any
dividends in arrears or defaults in principal or interest regarding any
securities of Richmont Marketing.

12
<PAGE>

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, including, without
limitation, statements concerning possible or assumed future results of
operations of Merkert American, Richmont Marketing and the combined company and
those preceded by, followed by or that include the words "believes," "expects,"
"anticipates" or similar expressions. For those statements, Merkert American
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. You should
understand that the following important factors, in addition to those discussed
under "Risk Factors" and elsewhere in this proxy statement, could affect the
future results of Merkert American, Richmont Marketing and the combined
company, and could cause those results to differ materially from those
expressed in the forward-looking statements:

. changes in economic conditions in the markets served by the companies;

. changes in competitive conditions in the food brokerage industry;

. a significant delay in completing the merger;

. future regulatory actions and conditions in the companies' operating
areas; and

. other risks and uncertainties described in Merkert American's public
announcements and filings.

RISK FACTORS

In addition to the other information included in this proxy statement, you
should carefully consider the risk factors described below in deciding whether
to vote in favor of the adoption of the merger agreement, as amended, and the
other proposals set forth in this proxy statement.

The failure to successfully integrate Richmont Marketing may adversely affect
the combined company's financial condition and operations.

The failure to successfully integrate the operations of Merkert American and
Richmont Marketing could have a material adverse effect on the combined
company's ability to represent manufacturers and on its financial condition and
results of operations. During the integration process, Merkert American may
encounter unforeseen difficulties and incur unforeseen costs. Management may
have to spend significant time, money and other resources to integrate these
businesses and resolve these difficulties. Merkert American and Richmont
Marketing use different technologies, have different capabilities and employ
different management styles, all of which may be barriers to the successful
integration of the combined companies. Although management of both Merkert
American and Richmont Marketing believe that substantial opportunities exist in
the integration of the businesses of Merkert American and Richmont Marketing
and the marketing of each other's services to their respective customers, the
integration process may prove to be more difficult or costly than anticipated.
In addition, Merkert American cannot guarantee that the anticipated
integration-related costs savings and increased revenue from cross-selling
opportunities will exceed the substantial integration and transaction costs
incurred by both Merkert American and Richmont Marketing in connection with the
merger.

The merger will result in manufacturer representation conflicts that could
adversely affect the combined company's financial condition and results of
operations.

The combined company could lose clients and experience decreased revenues
because of manufacturer representation conflicts resulting from the merger. The
merger will result in manufacturer representation conflicts because Merkert
American and Richmont Marketing currently represent some manufacturers that
sell similar or competitive products. Most manufacturers will not allow one
food broker to market and sell their competitors' products in the same
territories in which that food broker represents the manufacturer. Some

13
<PAGE>

manufacturers prohibit food brokers from marketing and selling their
competitors' products in any territory. Some manufacturers can be highly
subjective in their definition of "competing products" and may declare or
determine that products with varying degrees of similarity are competing
products.

These conflicts are most likely to arise in the southeastern region where
Merkert American's and Richmont Marketing's operations overlap significantly.
The combined company may be required to choose to represent particular lines or
products and to terminate its representation of others in order to resolve a
conflict. In resolving any conflicts that may arise, management may choose to
represent manufacturers currently represented by Richmont Marketing instead of
manufacturers currently represented by Merkert American. In other cases, a
manufacturer may terminate the combined company because it believes that this
kind of conflict exists. The combined company may lose revenue if, as a result
of the resolution of these conflicts, it cannot retain existing Richmont
Marketing and Merkert American manufacturers or if it does not represent the
lines of products that are ultimately the most successful. In these
circumstances, some manufacturers which Merkert American does not represent may
become the combined company's clients if the combined company resigns from its
representation of a competitor or is terminated by a competitor.

If the merger fails to occur, Merkert American may incur substantial expenses
and payments without obtaining any benefit.

The merger may not occur even if Merkert American's stockholders adopt the
merger agreement because completion of the merger requires the satisfaction of
many conditions, some of which are outside the control of Merkert American. If
the merger does not occur, Merkert American will have incurred substantial
expenses in connection with the merger without obtaining any benefit from those
expenses. Merkert American may also be obligated to pay a $2.5 million
termination fee if the merger agreement is terminated in those circumstances
for which the merger agreement requires the payment of the fee. Having to pay
this termination fee may adversely affect the ability of Merkert American to
engage in another transaction and may also have an adverse impact on Merkert
American's financial condition.

If the merger fails to occur, Merkert American may no longer represent some
manufacturers and may lose revenue as a result.

In anticipation of the merger, some manufacturers have terminated their
relationships with Merkert American because of conflicts with Richmont
Marketing's manufacturers. If the merger does not occur, Merkert American will
most likely not be able to regain these manufacturers and may have difficulty
obtaining other manufacturers to replace the business and revenues lost as a
result of these terminations. These lost revenues could have a material adverse
impact on its financial condition and results of operations. In these
circumstances, however, other manufacturers which Merkert American does not
represent may be more available to become clients of Merkert American than if
these terminations had not taken place.

The combined company will have substantial indebtedness that could adversely
impact its financial condition and results of operations.

Richmont Marketing has substantial indebtedness, which Merkert American will
assume or refinance in the merger. As a result, Merkert American will have
indebtedness that will be substantial in relation to its stockholders' equity.
In addition, the indebtedness will have debt service requirements that will be
significant compared to the combined company's income and cash flow from
operations. At March 31, 1999, the combined company's total indebtedness would
have been approximately $258 million on a pro forma basis after giving effect
to the merger.

The significant potential consequences to the combined company of this
substantial indebtedness include the following:

. the combined company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions or general
corporate purposes may be impaired;

14
<PAGE>

. a reduction in the funds available to the combined company for use in the
operation of its business because a substantial portion of its cash flow
from operations must be dedicated to the payment of interest and
principal on its substantial indebtedness;

. restrictions on expenditures and penalties may be imposed if financial
and operating covenants in the combined company's senior credit facility
and the 10 1/8% senior subordinated notes due 2007 are not met;

. the combined company's flexibility in planning for and adjusting to
changes in its business and the food brokerage industry may be limited;

. the combined company may have less capacity to withstand competitive
pressures, such as industry-wide commission reductions or profit margin
erosion; and

. the combined company will be more vulnerable to a downturn in general
economic conditions or its business.

The merger may trigger significant obligations under Richmont Marketing's
outstanding 10 1/8% senior subordinated notes due 2007 that could adversely
affect the surviving company's financial condition and results of operations.

In the merger, Merkert American expects to assume Richmont Marketing's
obligations under $100 million of 10 1/8% senior subordinated notes due 2007.
The indenture that governs these notes requires that the merger meet specified
conditions, which are described in more detail below. If the merger and the
surviving company do not satisfy these conditions, then Merkert American may be
obligated to repay all or a significant portion of the notes, potentially at a
premium to the notes' then current market price or their original issuance
price. Merkert American does not have sufficient cash on hand to repurchase the
notes and would need to seek alternative financing to refinance the notes.
Merkert American can give no assurance that it would be able to refinance the
notes on terms that are commercially reasonable and which would not adversely
impact the combined company's financial condition and results of operations.

The merger may not satisfy the conditions in the indenture relating to
Richmont Marketing's ability to complete the merger.

Unless the merger satisfies specific conditions contained in the indenture,
an event of default will exist with respect to the notes. One of these
conditions is the requirement that the combined company have a consolidated
debt coverage ratio of 2.00:1.00 immediately following the merger determined on
a pro forma basis. Merkert American believes that the combined company would
satisfy the debt coverage ratio condition as of June 30, 1999 and the other
conditions relating to the merger contained in the indenture after taking into
account the anticipated effects of the merger. The determination of whether the
merger satisfies the conditions contained in the indenture involves the
application of complex legal and accounting principles and is subject to
differing viewpoints. As a result, Merkert American cannot guarantee that the
merger will satisfy these conditions to the merger. In the event that the
merger does not satisfy these conditions, the combined company may either
refinance the 10 1/8% senior subordinated notes due 2007 or solicit the consent
of the noteholders to the merger. The noteholders may disagree with the
combined company's determination that the merger will satisfy these conditions
and may commence a lawsuit to prevent the merger or recover damages. If the
combined company decides to refinance the notes, it cannot guarantee that it
will be able to refinance the notes on terms which would not adversely affect
the financial condition of the combined company. If Merkert American conducts a
consent solicitation, it cannot guarantee that it will be able to obtain the
necessary consents from the noteholders to permit the merger. Any noteholder
suit could have a material adverse effect on the financial condition of the
combined company or its ability to obtain alternative financing.

15
<PAGE>

The noteholders may have the right to tender their notes to the surviving
company for repayment following the merger.

Upon the occurrence of specified types of change of control events
identified in the indenture, the holders of Richmont Marketing's 10 1/8% senior
subordinated notes due 2007 will have the right to require Richmont Marketing
or the combined company to repurchase their notes at a price that will be
higher than the original issuance price of the notes and may be higher than the
then-current market value of the notes. Merkert American believes that the
merger will not trigger these obligations; however, it cannot guarantee that
the obligations will not be triggered upon or after completion of the merger or
that a future event will not trigger the repurchase obligation. The combined
company will not have sufficient cash on hand to pay these obligations at the
time of a required repurchase and may not be able to borrow additional funds on
acceptable terms in order to complete the repurchase. A noteholder could claim
that the repurchase obligations have been triggered and could sue the combined
company to force a repurchase of the notes. A noteholder suit could have a
material adverse effect on the financial condition of the combined company or
its ability to obtain alternative financing.

A failure to satisfy the restrictive and financial covenants required by the 10
1/8% senior subordinated notes due 2007 following the merger could have an
adverse impact on the financial condition of the surviving company.

Following the merger, the combined company will have to continue to satisfy
the restrictive and financial covenants required by the 10 1/8% senior
subordinated notes due 2007. Merkert American cannot give any assurances that
it will be able to do so or that the restrictions will not prohibit the
combined company from taking actions which it would otherwise take, including
making additional acquisitions or incurring additional indebtedness. If these
covenants are not satisfied, the noteholders may have the right to declare a
default or tender their notes to the combined company for repayment following
the merger, possibly at a premium to the notes' then-current market value or
their original issuance price. The combined company will not have sufficient
cash on hand to make these required payments and would need to obtain
alternative financing to refinance the notes. As a result, Merkert American can
give no assurance that the combined company will, if required, be able to
refinance Richmont Marketing's 10 1/8% senior subordinated notes due 2007 to be
assumed in the merger.

Merkert American cannot guarantee that it will be able to refinance Merkert
American's and Richmont Marketing's senior credit facilities before the
completion of the merger.

Because of restrictive covenants in Merkert American's and Richmont
Marketing's respective senior credit facilities, the merger requires the
consent of both lenders. In lieu of obtaining their consent to the merger, the
parties intend to obtain from their existing lenders a new credit facility for
the surviving company that would refinance both of the existing senior credit
facilities through a single new facility for the combined company. Although
Richmont Marketing has not borrowed funds under its existing senior credit
facility and has no immediate plans to do so, it is not in compliance with some
of the financial covenants imposed by its lenders under that facility and is in
the process of seeking a waiver from its lenders for this non-compliance.
Richmont Marketing has been unable to obtain such a waiver from its lenders to
date. Richmont Marketing's inability to meet its financial covenants may have
an adverse impact on the ability of the combined company to obtain financing.

At this time, Merkert American and Richmont Marketing have not obtained a
commitment from a lending institution to underwrite a new senior credit
facility for the combined company. Merkert American can give no assurance that
the combined company will be able to obtain a new credit facility on favorable
terms, or at all, before the completion of the merger or that the combined
company will be able to comply with the financial covenants required by any new
senior credit facility. Refinancing the existing credit facilities is a
condition to the merger and, accordingly, if the companies cannot obtain
financing, the merger will not be completed. Neither Merkert American nor
Richmont Marketing will waive satisfaction of this condition.

Merkert American and Richmont Marketing each have a recent history of operating
losses.

Merkert American and Richmont Marketing each have a recent history of
operating losses. The surviving company may continue to experience net losses
in the future or may have a greater working capital deficit in

16
<PAGE>

the future. If these occur, the surviving company may have an increased net
loss per share and the market price of the common stock may decline as a
result.

The combined net losses of Merkert Enterprises, Rogers-American and Merkert
American exclusive of any pro forma adjustments were approximately $30.3
million in 1998, $2.7 million in 1997, and $3.2 million in 1996. In addition,
Merkert Enterprises' cash flow from operations and available borrowings had
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.

Richmont Marketing and its predecessors have reported operating losses of
approximately $16.8 million in 1998, $4.1 million in 1997 and $1.5 million in
1996.

Recent Financial Accounting Standards Board proposal regarding amortization
periods could reduce Merkert American's net income and net income per share.

Merkert American currently uses a 40-year amortization period for goodwill
and anticipates using a 40-year amortization period for goodwill resulting from
the merger with Richmont Marketing. The Financial Accounting Standards Board
has recently proposed a limit on amortization periods of 20 years. Merkert
American believes that it will be able to continue to use a 40-year
amortization period for its existing goodwill and for the additional goodwill
resulting from the merger, even if the proposal becomes effective. If the
proposal becomes effective, however, Merkert American will have to use a
shorter amortization period for any goodwill it acquires in the future. The use
of a shorter period would reduce Merkert American's net income and net income
per share but will not otherwise reduce its cash flow from operations.

Rapid growth may impair future operations and revenues.

Both Merkert American and Richmont Marketing have grown rapidly in the past
five years and are still in the process of integrating their recent
acquisitions. The combined company's future operations and financial strength
will depend in part upon its ability to successfully integrate these
acquisitions and manage this growing business. A failure to do so may impair
the combined company's future operations and revenues.

Richmont Marketing has experienced some difficulties in integrating some of
the companies it acquired in the past due to decentralized information systems
and poor management of working capital at the acquired company level. The
surviving company may encounter similar difficulties in integrating the
operations of Richmont Marketing into Merkert American and in integrating the
companies recently acquired by Merkert American or its subsidiaries.

The amendment to Merkert American's certificate of incorporation relating to
the structure of the Board of Directors will have the effect of delaying the
removal of incumbent directors and discouraging unsolicited takeover bids.

The amendment to Section 3, Article IV of Merkert American's certificate of
incorporation set forth in proposal two and attached as Annex B hereto would
result in Merkert American's Board being divided into three classes, with
staggered three-year terms. Currently, Merkert American has two classes of
directors, with staggered terms expiring in 1999 and 2000. Beginning in 2000,
the current certificate of incorporation will shift the Board to three classes,
phasing in three-year terms. The addition of a third class immediately upon
completion of the merger, combined with the immediate increase to a three-year
term, may operate to delay or frustrate stockholder efforts to replace
incumbent directors or to assume control of Merkert American, even if
replacement or assumption of control of the Board of Directors would be
beneficial to stockholders.

The post-merger voting agreement may delay the removal of incumbent directors
or discourage unsolicited takeover bids.

The existing Richmont Marketing stockholders and two significant
stockholders of Merkert American will enter into a voting agreement upon the
completion of the merger that may have the effect of delaying the

17
<PAGE>

removal of incumbent directors or discouraging unsolicited takeover bids,
regardless whether these bids would be in your best interest. Upon execution of
this agreement, the parties will vote for five nominees to the Board of
Directors designated by Richmont Marketing's majority stockholder. The parties
to the agreement will, in the aggregate, control approximately 54.5% of the
total voting power of the surviving company. For a more in-depth description of
this voting agreement, please see "Proposal One--Adoption of the Merger
Agreement--Other Related Agreements--Post-Merger Voting Agreement."

One large stockholder will have significant influence over Merkert American and
could exercise this influence contrary to your interests.

Following the merger, one stockholder will hold a significant portion of the
outstanding common stock and, under a voting agreement, will be able to
nominate five of the nine members of the Board of Directors. This stockholder
may exercise its influence over the combined company's affairs in a manner
contrary to your interests. MS Acquisition Limited currently owns 60% of the
outstanding common stock of Richmont Marketing and following the merger will
control approximately 28.9% of the total voting power of the combined company.
In addition, upon the completion of the merger, MS Acquisition Limited will
enter into a voting agreement with other stockholders of the surviving company
who, in the aggregate, will control approximately 25.6% of the total voting
power of the combined company. Under this voting agreement, the other
stockholders will agree to vote for five nominees to the Board of Directors
designated by MS Acquisition Limited. For a more in-depth description of this
voting agreement, please see "Proposal One--Adoption of the Merger Agreement--
Other Related Agreements--Post-Merger Voting Agreement."

Merkert American's active acquisition strategy has inherent risks that could
result in an adverse impact on its financial condition.

Following the merger, Merkert American intends to continue to increase its
revenues and expand its markets through the acquisition of additional food
brokerage companies. Merkert American's inability to execute its acquisition
strategy could have a material adverse effect on its business, financial
condition and results of operations. Merkert American expects to face
competition for acquisition candidates. This competition may limit the number
of acquisition opportunities available to it and may result in higher
acquisition prices. In addition, Merkert American cannot guarantee that the
companies acquired in the future will achieve sales and profitability that
justify purchasing them. Pursuing Merkert American's active acquisition
strategy could have the following consequences:

. adverse short-term effects on Merkert American's reported operating
results;

. the possibility that the acquisition of a company will result in
manufacturer representation conflicts which will result in the loss of
manufacturer accounts;

. the possibility that management will be required to spend a significant
amount of time on acquisitions;

. the possibility that Merkert American will not be able to retain, hire
and train the personnel needed to operate the acquired companies;

. unanticipated problems or legal liabilities and amortization of acquired
intangible assets; and

. the possibility that Merkert American may have to incur additional
indebtedness to acquire other businesses in the food brokerage industry.

The merger will result in future charges against Merkert American's earnings.

Generally accepted accounting principles in the United States require use of
the purchase method of accounting to account for the merger. The total purchase
price will be allocated to the assets acquired and liabilities assumed based on
their fair value. As the purchase price for the merger exceeds the fair value
of the net tangible assets, the surviving company will allocate the excess
purchase price to intangible assets, including

18
<PAGE>

goodwill, which must be amortized or written-off over specified periods of
time. While the amortization of these intangibles will have no effect on the
combined company's cash flow, this amortization will reduce the combined
company's reported earnings and earnings per share when compared to the
combined company's earnings and earnings per share before amortization.

Computer problems related to the year 2000 may cause operating problems.

The failure of our computer systems to process customer orders due to year
2000 problems would have a material adverse impact on our business and
operations. The businesses of Merkert American and Richmont Marketing depend
largely upon the ability of our customers to electronically place orders
through us for our manufacturers' products. We also rely upon our computer
systems to process these orders and to track and calculate our commissions.
Some of Merkert American's and Richmont Marketing's older computer programs
were written using two digits rather than four to define the applicable year.
As a result, those computer programs have time-sensitive software that
recognizes a date using "00" as the year 1900, rather than the year 2000. This
could cause a system failure or miscalculation causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, or engage in similar normal business activities. Although both
Merkert American and Richmont Marketing are working with manufacturers,
retailers and other parties to address these potential problems, Merkert
American cannot give any assurance that its efforts, or the efforts of its
manufacturers and retailers, particularly the smaller ones, have eliminated the
risk of system failures. For a more in-depth discussion of Merkert American's
efforts to address problems relating to the year 2000, please see "Merkert
American Management's Discussion and Analysis of Financial Condition--Year 2000
Compliance," and for a discussion of Richmont Marketing's efforts, please see
"Richmont Marketing Management's Discussion and Analysis of Financial
Condition--Year 2000 Compliance."

19
<PAGE>

MERKERT AMERICAN SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING

Purpose of Merkert American Special Meeting in lieu of the Annual Meeting

At the Merkert American special meeting in lieu of the annual meeting,
holders of Merkert American common stock will consider and vote on five
proposals.

. The first proposal is to approve and adopt the merger agreement, as
amended.

. The second proposal is to amend Merkert American's certificate of
incorporation to change the structure and classification of the Board of
Directors so that, following the merger, Merkert American will have a
nine member Board of Directors classified into three classes with
staggered three-year terms. This amendment will only be made if the
stockholders adopt the merger agreement, as amended, and the parties
complete the merger.

. The third proposal is to amend Merkert American's certificate of
incorporation to change the name of the corporation following the merger
to "Marketing Specialists Corporation." This amendment will only be
effected if the stockholders adopt the merger agreement, as amended, and
the parties complete the merger.

. The fourth proposal is to amend the Merkert American Amended and Restated
1998 Stock Option and Incentive Plan to increase the total number of
shares available for issuance under the plan. This amendment will only be
made if the stockholders adopt the merger agreement, as amended, and the
parties complete the merger.

. The fifth proposal is to elect two members of the Merkert American Board
of Directors to serve until the earlier of the completion of the merger
or the 2001 annual meeting of stockholders and until their successors are
duly elected and qualified.

Holders of Merkert American common stock may also consider and vote on matters
relating to the conduct of the Merkert American special meeting in lieu of the
annual meeting.

Recommendation of the Board of Directors

The Board of Directors of Merkert American has unanimously approved the
merger agreement, as amended, the amendments to the certificate of
incorporation relating to the structure and classification of the Board of
Directors and the corporate name change, the amendment to the Merkert American
stock option plan and the nomination of two directors. The Board recommends
that the Merkert American stockholders vote for each of these proposals.

Record Date; Voting Power

You are entitled to vote at the special meeting in lieu of the annual
meeting if you owned shares of Merkert American common stock at the close of
business on July 1, 1999. As of the record date, Merkert American had 7,172,300
shares of common stock issued and outstanding, each of which entitles the
holder to one vote. As of the record date, Merkert American had 335,700 shares
of restricted common stock issued and outstanding, each of which entitles the
holder to 1/10 of a vote. The restricted common stock will vote with the common
stock as a single class on all five of the proposals described in this proxy
statement.

Quorum

Before business may be conducted at the Merkert American special meeting in
lieu of the annual meeting, a quorum of stockholders must be present. A quorum
exists when shares of the Merkert American common stock and restricted common
stock representing a majority of the voting power entitled to vote are present
in person or represented by proxy at the meeting. In the absence of a quorum,
the holders of shares representing a majority of the voting power of the shares
present or represented at the meeting have the power to adjourn the meeting
without further notice, other than by announcement at the meeting at the time
of its adjournment.

20
<PAGE>

Vote Required

Approval by the stockholders of the proposal to adopt the merger agreement,
as amended, will require the affirmative vote of a majority of the voting power
of Merkert American common stock and restricted common stock outstanding on the
record date. Approval of the amendment to Merkert American's certificate of
incorporation relating to the structure of the Board will require the
affirmative vote of two-thirds of the voting power of Merkert American common
stock and restricted common stock outstanding on the record date. Approval of
the amendment to Merkert American's certificate of incorporation relating to
the name change will require the affirmative vote of a majority of the voting
power of Merkert American common stock and restricted common stock outstanding
on the record date. A failure to vote or a vote to abstain on any of these
proposals will have the same legal effect as a vote against that proposal.

Approval of the amendment to Merkert American's option plan will require the
affirmative vote of a majority of the voting power present at the meeting and
entitled to vote. A failure to vote will not count as a vote against this
proposal but a vote to abstain will have the same legal effect as a vote
against this proposal.

The election of the two nominees to the Merkert American Board will require
the affirmative vote of a plurality of the votes cast by the stockholders. The
failure to vote or a vote to abstain will not count as a vote against this
proposal.

Broker non-votes occur where a broker holding stock in street name votes the
shares on some matters but not on others. The missing votes are deemed to be
"broker non-votes." The inspectors will treat broker non-votes as shares that
are present and entitled to vote for the purpose of determining a quorum.
However, for purposes of determining the outcome of any matter as to which the
broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those shares will be treated as present and
not entitled to vote with respect to that matter, even though those shares are
considered to be entitled to vote for quorum purposes and may be entitled to
vote on other matters. Thus, on proposals one, two and three, broker non-votes
will have the effect of a vote against each proposal. However, on proposals
four and five, broker non-votes will have no legal effect.

Voting Rights; Proxies

All shares of Merkert American common stock represented by properly executed
proxies will, unless the proxies have been previously revoked, be voted as
indicated on the proxies.

If you do not indicate instructions in your proxy, your shares of Merkert
American common stock will be voted in favor of the adoption of the merger
agreement, as amended, the amendments to the certificate of incorporation, the
amendment to the Merkert American stock option plan and the election of both
nominees to the Board of Directors. The persons acting under the enclosed proxy
will have the discretion to vote on any other matter properly presented at the
Merkert American special meeting in lieu of the annual meeting using their best
judgment, unless authorization is expressly withheld in the proxy. If you
execute a proxy, you may revoke it at any time before it is exercised by:

. giving a later dated proxy;

. delivering to the Secretary of Merkert American a written revocation
before the voting of the proxy at the Merkert American special meeting in
lieu of the annual meeting; or

. attending the Merkert American special meeting in lieu of the annual
meeting and informing the Secretary of Merkert American in writing that
you wish to vote your shares in person.

Attendance at the Merkert American special meeting in lieu of the annual
meeting will not automatically revoke your proxy.

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If you would like to attend the meeting and your shares are held by a
broker, bank or other nominee, you must bring to the meeting:

. a recent brokerage statement or a letter from the nominee confirming your
beneficial ownership of the shares;

. a form of personal identification; and

. you must obtain from the nominee a proxy issued in your name.

The Merkert American special meeting in lieu of the annual meeting may be
postponed or adjourned for any reason. At a subsequent reconvening of the
Merkert American special meeting in lieu of the annual meeting, all proxies
will be voted in the same manner as they would have been voted at the original
meeting unless they have been revoked.

Solicitation of Proxies

Merkert American will assume most expenses of the solicitation of proxies,
including the cost of preparing and mailing this document to Merkert American
stockholders. Expenses incurred for printing the proxy statement will be shared
equally by Merkert American and Richmont Marketing. Merkert American has
retained D.F. King & Co., Inc. to assist it in soliciting proxies and will pay
approximately $15,000 plus reasonable out of pocket expenses in connection with
the solicitation. Proxies may also be solicited from Merkert American
stockholders by directors, officers and employees of Merkert American in person
or by telephone, telegram or other means of communication. Merkert American
will reimburse the directors, officers and employees who solicit proxies for
reasonable out-of-pocket expenses. Merkert American will not, however,
otherwise compensate them for the solicitation. Merkert American also plans to
make arrangements to have proxy solicitation materials forwarded to beneficial
owners of shares held by brokerage houses, custodians, nominees and
fiduciaries. Merkert American will reimburse these parties for their reasonable
expenses incurred in forwarding the materials.

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PROPOSAL ONE -- ADOPTION OF THE MERGER AGREEMENT

This section of this document describes the important terms of the proposed
merger and the merger agreement, as amended. We urge you to read carefully the
merger agreement, as amended, attached as Annex A for a complete description of
the terms of the merger.

We recommend adopting the merger agreement, as amended, relating to our
proposed merger with Richmont Marketing. Proposals two and four are conditions
precedent to the completion of the merger and the failure of Merkert American
stockholders to approve either of these proposals may have the effect of
preventing Merkert American from completing the merger unless Richmont
Marketing and Merkert American waive these conditions.

The Board of Directors of Merkert American recommends a vote "for" the
approval and adoption of the merger agreement, as amended.

Background of the Merger

In early 1997, two executives of Merkert Enterprises, Eugene F. Merkert and
Robert Q. Crane, had a series of meetings with Ronald D. Pedersen, the Chief
Executive Officer of Richmont Marketing, and Timothy M. Byrd, a Director of
Richmont Marketing, to discuss the possibility of a strategic business
combination between Richmont Marketing and Merkert Enterprises. Management of
the two companies met on several occasions and discussed in general terms a
proposed structure for a business combination. After discussing the possible
advantages and risks of a business combination, the Board of Directors of
Merkert Enterprises decided not to pursue a transaction with Richmont Marketing
at that time. Mr. Crane met with Mr. Byrd in the spring of 1997 to terminate
the discussions. In December 1998, Merkert Enterprises became a subsidiary of
Merkert American in connection with Merkert American's concurrent acquisition
of Merkert Enterprises and initial public offering.

In early 1999, Gerald R. Leonard, the Chief Executive Officer of Merkert
American, telephoned Mr. Byrd and suggested that Merkert American and Richmont
Marketing should explore the possibility of a strategic business combination.
Mr. Byrd expressed a willingness to consider the possibility. Following a
cursory discussion of the strategic rationale for a business combination, both
executives agreed to consider further the possible advantages of a business
combination and to schedule a meeting to explore the possibility in more depth.

On February 23, 1999, Mr. Leonard and James L. Monroe met with John P.
Rochon, Nick G. Bouras and Mr. Byrd in Dallas, Texas to discuss the possibility
of Merkert American and Richmont Marketing pursuing a strategic business
combination. Mr. Monroe serves as a Director of Merkert American as well as a
member and sole manager of Monroe & Company, LLC, which performs various
advisory services for Merkert American. In addition, Mr. Monroe indirectly
beneficially owns 14.7% of the outstanding shares of Merkert American common
stock. In addition to serving as Directors of Richmont Marketing, Messrs.
Rochon, Bouras and Byrd may be deemed to be affiliates of Richmont Capital
Partners I, L.P., which indirectly owns 60% of the outstanding capital stock of
Richmont Marketing and performs various advisory services for Richmont
Marketing. Both sides expressed an interest in continuing discussions regarding
a strategic transaction and agreed to meet again.

On March 3, 1999, representatives of Merkert American and Richmont Marketing
met in New York, New York with representatives from Monroe & Company, LLC,
Richmont Capital Partners I, L.P. and their respective attorneys and
accountants to explore in greater depth the feasibility of a business
combination. At this meeting, the participants discussed in general terms their
respective businesses and business organizations, their existing markets and
their strategic goals. The parties also considered, in general terms, the
manner in which the combined companies might operate and what benefits to the
Merkert American and Richmont Marketing stockholders would result from a
business combination. At the end of this meeting, the parties concluded that
the potential benefits from a strategic merger warranted a continuation of
discussions regarding this matter.

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As a result of these conversations, each of Merkert American and Richmont
Marketing began to analyze the potential effect of a business combination,
focusing particularly on:

. the geographic and operational fit of the two companies;

. the other company's manufacturer relationships;

. the magnitude and certainty of achieving cost savings from a combination;

. the capital structures and relative costs of capital of the companies;
and

. the strength of the other companies' management team.

Following the March 3, 1999 meeting, the parties commenced negotiating the
terms and provisions of a mutual exclusivity/confidentiality agreement, which
provided that each party would not disclose and would keep confidential all
non-public due diligence materials provided to it by the other party. In
addition, the agreement provided that neither party would enter into an
agreement or negotiation with a third party regarding a material business
combination on or before April 2, 1999. The parties executed this agreement on
March 10, 1999.

Following execution of the exclusivity/confidentiality agreement, the
parties and their attorneys and accountants commenced due diligence and the
preparation and negotiation of definitive documentation for the proposed
business combination. At this point a number of material terms were not
resolved; however, the parties believed that negotiations had proceeded to a
point where the remaining differences should be addressed in the context of
negotiations over definitive documentation.

On March 10 and 11, 1999, Messrs. Bouras and Byrd met with representatives
of Merkert American's management team and Mr. Monroe in Canton, Massachusetts
to continue discussions regarding a possible strategic merger. At this meeting,
the participants exchanged a variety of information relating to both companies'
current businesses, potential acquisitions and short-term and long-term
business objectives. During these meetings, Messrs. Bouras and Byrd reviewed
Merkert American's financial statements and discussed the financial statements
with Merkert American's management.

On March 12, 1999, Mr. Monroe, on behalf of Merkert American, forwarded
proposed terms for a strategic business combination to representatives of
Richmont Marketing. The proposal contemplated Richmont Marketing becoming a
subsidiary of Merkert American and the issuance of 6,705,551 shares of Merkert
American common stock to the Richmont Marketing stockholders and the grant of
601,035 Merkert American stock options to some Richmont Marketing employees and
four persons who may be deemed to be affiliates of Richmont Capital Partners I,
L.P.

On March 23, 1999, Merkert American provided representatives of Richmont
Marketing with an initial draft of the definitive agreement. On March 30, 1999,
the parties amended the exclusivity/confidentiality agreement to extend the
term of the exclusivity obligations to April 30, 1999.

On April 5 and 6, 1999, Messrs. Monroe and Leonard met with Richmont
Marketing and Richmont Capital Partners I, L.P. in Dallas, Texas to continue
substantive discussions regarding the terms of a possible strategic merger.
Among the significant issues discussed were:

. whether Richmont Marketing should have the right to terminate the
transaction in the event of a significant decrease in the trading price
of Merkert American common stock;

. whether to provide for break-up fees payable by either Merkert American
or Richmont Marketing if the transaction were to be terminated for
specific reasons, and if so, the specific reasons that would trigger the
obligation;

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. governance issues regarding the structure and composition of the Board of
Directors of the surviving company;

. the total number of Merkert American stock options that would be issued
in connection with the merger; and

. the treatment of the holders of Richmont Marketing's senior management
appreciation rights.

During this trip, Messrs. Monroe and Leonard also met with members of
Richmont Marketing's operational management team and discussed the potential
integration of both companies' businesses from an operational perspective.

On April 13, 1999, the Board of Directors of Merkert American met in Boston,
Massachusetts. The Board discussed at length recent consolidation trends in the
food brokerage industry and the possible effect on Merkert American's financial
and operational prospects. Mr. Monroe summarized for the Board Monroe &
Company's analysis of Merkert American's most likely strategic alternatives and
the results of its efforts to contact third parties to pursue these
alternatives. Next, Mr. Monroe and Mr. Leonard described to the Board the
status of negotiations with Richmont Marketing and the likely terms of a
potential business combination. Merkert American's legal counsel presented a
summary of the draft definitive agreement and the open issues regarding
structure and governance. The members of the Board engaged in an extensive
discussion of the strategic rationale for the proposed transaction with
Richmont Marketing and questioned Mr. Monroe and Mr. Leonard at length as to
the negotiations. The Board concluded that the potential benefits of the
business combination warranted a continuation of the negotiations of definitive
documentation with Richmont Marketing.

At this meeting, the Board formed a special committee, consisting of two
independent directors, Edward P. Grace, III and James A. Schlindwein, and
authorized the committee to consider and evaluate the proposed merger with
Richmont Marketing and any other proposals that might be received by Merkert
American as alternatives to the proposed merger, to participate in the
negotiation of the material terms and conditions of the proposed merger or any
alternative transaction and to recommend to the Board of Directors the
advisability of entering into a definitive agreement regarding the proposed
merger or any alternative transaction. After a discussion of their
responsibilities, the special committee determined that it would engage its own
legal counsel and investment bankers to assist it in making its recommendation.
Following the meeting, counsel to the special committee was engaged and the
special committee considered the engagement of an investment banker. The
special committee then commenced discussions with Tucker Anthony Cleary Gull
regarding their engagement. Merkert American began providing information
regarding itself and the proposed transaction to Tucker Anthony Cleary Gull
promptly following the meeting so that a financial analysis could commence. The
special committee entered into an agreement engaging Tucker Anthony Cleary Gull
to deliver to the special committee its written opinion as to the fairness,
from a financial point of view, of the proposed transaction during the week of
April 19.

On April 16, 1999, the special committee met telephonically with its counsel
to discuss its duties and responsibilities, the process by which it would reach
its final recommendation and the scope of the engagement of Tucker Anthony
Cleary Gull. On April 20, 1999, the special committee met telephonically and
discussed industry conditions and the prospects of Merkert American.

Following the April 13, 1999 meeting of the Merkert American Board, Merkert
American and its advisors were in frequent contact with Richmont Marketing and
its advisors. The parties held numerous telephone conversations to discuss due
diligence matters and the structure and terms of the proposed transaction. In
addition, in mid-April, Richmont Marketing's independent accountants visited
Merkert American's headquarters to review Merkert American's financial records
and controls and Merkert American's accountants made a similar due diligence
trip to Richmont Marketing's headquarters.

On April 23, 1999, the Board of Directors of Merkert American met in Boston,
Massachusetts. The special committee met separately with its counsel before the
full Board meeting to discuss the status of the transaction.

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At the meeting of the full Board, representatives of Tucker Anthony Cleary Gull
made a lengthy presentation on the status of its analysis regarding the
fairness of the consideration proposed to be paid in the transaction, its
methodologies and the preliminary results of its analysis. Merkert American's
legal counsel then made a presentation to the Board in which it explained the
material terms of the proposed form of definitive documentation, including
closing conditions, termination rights and provisions regarding break-up fees
and termination expenses, and the related voting agreements with specified
stockholders. In addition, legal counsel reviewed a proposed timetable for
completing the transaction and discussed open issues regarding governance of
the surviving company. Following these presentations, the Directors asked
numerous questions of management and its legal and financial advisors and
discussed at length the issues raised by these presentations, including the
advantages and risks of the proposed transaction that are described in
"Recommendation of the Special Committee and the Board of Directors of Merkert
American; Reasons for the Merger" below. The special committee then held
another separate meeting with its counsel and the representatives of Tucker
Anthony Cleary Gull, during which it questioned Tucker Anthony Cleary Gull
further regarding its analysis and preliminary conclusions. At this time, the
members of the special committee also reiterated and further discussed their
views on the advantages and risks of pursuing the proposed transaction.

Between April 23 and April 27, 1999, Merkert American and Richmont Marketing
and their respective advisors finalized their due diligence reviews. In
addition, the parties reached agreement on the structure of the proposed
merger, the governance of the surviving corporation and the material terms of
the definitive agreement.

On April 27, 1999, the special committee of the Board of Directors of
Merkert American met telephonically with its counsel and representatives of
Tucker Anthony Cleary Gull. At this time, Tucker Anthony Cleary Gull updated
the special committee on its further analysis. Tucker Anthony Cleary Gull then
delivered its opinion that the proposed transaction was fair to Merkert
American from a financial point of view. The members of the special committee
questioned Tucker Anthony Cleary Gull on its opinion and further discussed the
strategic rationale for engaging in the proposed transaction and the advantages
and risks to Merkert American. Based on these and previous discussions, the
special committee resolved to recommend approval of the proposed merger and the
merger agreement to the full Board of Directors. Following the special
committee meeting, the Board of Directors of Merkert American met
telephonically to receive the recommendation of the special committee. At this
point, legal counsel updated the Board on the terms of the proposed merger as
set forth in the draft merger agreement that had been previously distributed to
the Board. The Merkert American Board then unanimously approved the proposed
merger, the merger agreement and the contemplated transactions on the terms
discussed at the meeting. The Board authorized management to complete and
execute the definitive agreement.

On the evening of April 27, 1999, the Board of Directors of Richmont
Marketing met by telephone to discuss the proposed merger and the definitive
documentation. After extensive discussion with its attorneys and accountants of
the advantages and risks of the proposed transaction to Richmont Marketing and
its stockholders, the Richmont Marketing Board unanimously approved the
proposed merger, the merger agreement and the transactions contemplated by it
on the terms discussed at the meeting and authorized management to complete and
execute the definitive agreement.

On April 28, 1999, Merkert American, Richmont Marketing and the stockholders
of Richmont Marketing executed the definitive Agreement and Plan of Merger and
related documents.

Recommendation of the Special Committee and the Board of Directors of Merkert
American; Reasons for the Merger

In resolving to recommend approval of the proposed merger and the merger
agreement to the full Board of Directors of Merkert American, the special
committee, and in reaching its determination that the merger is in the best
interests of the Merkert American stockholders and unanimously recommending
that the Merkert

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American stockholders adopt the merger agreement, the Board of Directors of
Merkert American considered a number of factors. The special committee and the
Merkert American Board considered the following material factors, among others,
in their evaluation of the merger and the merger agreement:

. the opportunity for the Merkert American stockholders to participate as
equity owners in a larger, more diversified company and to participate in
the value that may be generated through the combination of the two
companies;

. the competitive advantages to Merkert American from a significantly
greater geographic presence, which will effectively enable Merkert
American to represent manufacturers nationwide;

. the enhanced capabilities of the combined company created by the merger
as a result of increased operating efficiencies and cost reductions,
including reductions in office space and general administrative expenses;

. the strategic and financial alternatives available to Merkert American,
including remaining an independent company; and

. the ability of Merkert American to terminate the merger agreement and
enter into an agreement relating to an alternative business combination
transaction, if the Merkert American Board, or any special committee,
recommends the alternative transaction as more favorable to the Merkert
American stockholders from a financial point of view, subject to the
payment of a $2.5 million termination fee.

In addition, the special committee and the Merkert American Board:

. reviewed the management, business, properties, financial condition,
operating results and prospects of Richmont Marketing and the current
industry, economic and market conditions;

. reviewed the merger agreement and other related agreements, including the
voting agreements and the joint advisory agreement; and

. received the opinion of Tucker Anthony Cleary Gull that, as of the date
of the opinion and based upon and subject to matters stated in the
opinion, the consideration to be paid by Merkert American in the merger
is fair to Merkert American from a financial point of view.

The special committee and the Board of Directors also considered potentially
negative factors associated with the proposed merger, including the following:

. the transaction costs involved with consummating the merger and
integrating the two companies;

. manufacturers' conflicts that may arise as a result of the merger and the
possibility of losing manufacturers as a result;

. the risk that the two companies may be unable to integrate the operations
of Merkert American and Richmont Marketing successfully;

. the potential effects of failing to complete the merger after having
announced it, including providing information to competitors and
disrupting Merkert American's ongoing operations;

. the assumption by Merkert American of Richmont Marketing's obligations
under the $100 million of 10 1/8% senior subordinated notes due 2007 and
the possibility that Merkert American will have to refinance the notes
if, among other possible reasons, Merkert American does not meet the
required financial covenants following the merger; and

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<PAGE>

. the potential obligation of Merkert American to pay a termination fee and
reimburse specific expenses to Richmont Marketing if the merger is not
completed.

In view of the wide variety of factors considered, neither the special
committee nor the Merkert American Board found it practical to, and did not,
quantify or otherwise assign relative weights to the specific factors
considered, and individual directors may have given differing weights to
different factors. The Merkert American Board viewed its position and
recommendation as being based on the totality of the information presented to
and considered by it. After taking into consideration all the factors set forth
above, the Board determined that the potential benefits of the proposed merger
outweighed the potential detriments associated with the proposed merger. The
Board of Directors of Merkert American unanimously believes that the merger is
fair to and in the best interests of Merkert American stockholders.

If the merger is not completed, Merkert American may pursue the possibility
of entering into a joint venture or other strategic relationship with Richmont
Marketing because the Merkert American Board of Directors believes that
Richmont Marketing represents a complementary fit with Merkert American's
operations. If it cannot reach agreement on a joint venture or other strategic
relationship on satisfactory terms, Merkert American will continue to pursue
its objective of obtaining a nationwide geographic presence through a
combination of internal growth and an active acquisition program. In addition,
Merkert American may seek other business combination opportunities. The Merkert
American Board believes that no feasible alternatives to the merger with
Richmont Marketing exist at the present time that are likely to result in
greater stockholder value.

Opinion of Tucker Anthony Cleary Gull

The special committee of the Board of Directors of Merkert American
Corporation engaged Tucker Anthony Cleary Gull to render to the special
committee and the full Board of Directors an opinion as to the fairness, from a
financial point of view, of the consideration to be paid by Merkert American in
the merger. Tucker Anthony Cleary Gull rendered an oral fairness opinion to the
special committee and the Merkert American Board on April 27, 1999, the date on
which the special committee resolved to recommend the approval of the merger
agreement to the Merkert American Board and the Merkert American Board
considered and approved the merger agreement, that as of that date and based
upon and subject to certain factors and assumptions the consideration to be
paid by Merkert American under the merger agreement is fair, from a financial
point of view, to Merkert American. This opinion was confirmed in a written
fairness opinion dated April 27, 1999.

The full text of Tucker Anthony Cleary Gull's fairness opinion, which sets
forth the assumptions made, general procedures followed, matters considered and
qualifications and limitations on the review undertaken, is attached hereto as
Annex E to this proxy statement. Tucker Anthony Cleary Gull's opinion was
provided to the special committee and the Merkert American Board for its
information and is directed only to the fairness, from a financial point of
view, to Merkert American of the consideration to be paid under the merger
agreement. It does not address any other aspect of the merger nor does it
constitute a recommendation to any holder of Merkert American common stock as
to how any stockholder should vote regarding the merger agreement. The summary
of Tucker Anthony Cleary Gull's opinion set forth below is qualified in its
entirety by reference to the full text of that opinion attached hereto as Annex
E. Stockholders of Merkert American are urged to read the opinion in its
entirety.

In arriving at its opinion, Tucker Anthony Cleary Gull reviewed, analyzed
and considered such financial and other factors as it deemed appropriate under
the circumstances, including among other items, the following:

. the financial terms and conditions of the merger as set forth in the
draft merger agreement dated April 15, 1999;

. historical business and financial information relating to Merkert
American and Richmont Marketing;

. Richmont Marketing's registration statement on Form S-4 dated March 11,
1999 for an exchange offer of its 10 1/8% senior subordinated notes due
2007;

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. the current financial projections and other analysis and data provided by
Merkert American and Richmont Marketing;

. public information regarding other companies in lines of business that
Tucker Anthony Cleary Gull believes to be appropriate for general
comparison to the business of Merkert American and Richmont Marketing;

. the historical prices and trading volumes of the Merkert American common
stock;

. information provided to Tucker Anthony Cleary Gull by the members of
senior management of Merkert American and Richmont Marketing regarding
the operations, financial conditions and prospects of Richmont Marketing
and Merkert American individually and as a combined entity following the
merger, including the timing of realization and the amount of synergies
and cost savings anticipated to result from the merger;

. an unleveraged after-tax discounted cash flow analysis of both Merkert
American and Richmont Marketing conducted by Tucker Anthony Cleary Gull;

. an analysis of the relative contributions to the pro forma sales and
operating results for the combined entity resulting from the merger
compared to the implied percentage ownership interest of holders of
Richmont Marketing common stock in Merkert American after giving effect
to the merger conducted by Tucker Anthony Cleary Gull;

. the range of values a financial investor might be willing to pay to
acquire all of the equity of Merkert American and of Richmont Marketing
if it were interested in pursuing these transactions;

. the valuation of Merkert American and of Richmont Marketing by comparison
to publicly-traded companies and public business combination transactions
in lines of business Tucker Anthony Cleary Gull believed to be
appropriate for general comparison to the businesses of Merkert American
and Richmont Marketing;

. the financial impact of the merger on Merkert American's future earnings
per share; and

. other information, financial studies, analyses and investigation and
financial, economic and market criteria that Tucker Anthony Cleary Gull
deemed appropriate.

Tucker Anthony Cleary Gull did not assume any responsibility for independent
verification of any of the foregoing information and relied on its being
complete and accurate for purposes of its opinion. It also relied upon the
reasonableness and accuracy of the current financial projections and forecasts,
and analyses provided to it for each of Merkert American and Richmont
Marketing, and of the strategic, financial and operational benefits including
the timing of realization and the amount of cost savings and synergies
anticipated from the merger described to Tucker Anthony Cleary Gull by Merkert
American and Richmont Marketing. Tucker Anthony Cleary Gull assumed that all
liabilities, contingent or otherwise, known or unknown, of Merkert American and
Richmont Marketing are as set forth in the financial statements of Merkert
American and Richmont Marketing, respectively. In arriving at its opinion,
Tucker Anthony Cleary Gull stressed the importance of the ability of Merkert
American and Richmont Marketing to achieve the synergies projected by Merkert
American's management and expressed no view as to whether or when the synergies
would be achieved. Tucker Anthony Cleary Gull assumed that (a) the holders of
Merkert American and Richmont Marketing indebtedness will provide any necessary
consents to the merger without additional cost to Merkert American or Richmont
Marketing or that Merkert American will be able to refinance such indebtedness,
in a timely manner, on generally the same terms and conditions as the existing
indebtedness without incurring any additional cost and (b) that the merger will
be accounted for as a purchase, in accordance with United States generally
accepted accounting principles, and will be treated as a tax-free
reorganization under the Internal Revenue Code of 1986, as amended.

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<PAGE>

Tucker Anthony Cleary Gull was not requested to, and did not participate in
the negotiations of the merger or seek alternatives to the merger. Neither the
special committee nor the full Board of Directors placed any limitations upon
Tucker Anthony Cleary Gull regarding the procedures followed or factors
considered in rendering its opinion.

The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant quantitative methods of financial analyses
and the application of those methods to the particular circumstances and,
therefore, the opinion is not readily susceptible to partial analysis or
summary description. Accordingly, Tucker Anthony Cleary Gull believes that its
analyses must be considered as a whole and that considering any portion of the
analyses and of the factors considered, without considering all analyses and
factors, could create a misleading or incomplete view of the process underlying
Tucker Anthony Cleary Gull's opinion. In its analyses, Tucker Anthony Cleary
Gull made numerous assumptions regarding industry performance, general business
and economic conditions and other matters, many of which are beyond the control
of Merkert American and Richmont Marketing. Any estimates contained in these
analyses are not necessarily indicative of actual values or predictive of
future results or values which may be significantly more or less favorable than
as set forth therein. In addition, analyses relating to the value of businesses
do not purport to be appraisals or to reflect the prices at which businesses
may actually be sold. Tucker Anthony Cleary Gull's opinion and financial
analyses were only two of many factors considered by the special committee and
the Merkert American Board in its evaluation of the merger and should not be
viewed as determinative of the views of the special committee and the Merkert
American Board regarding the proposed merger. In addition, Tucker Anthony
Cleary Gull has indicated that subsequent developments may affect its opinion
and Tucker Anthony Cleary Gull does not have the obligation to update, or
revise or affirm the opinion.

In connection with its presentations to the special committee and the
Merkert American Board on April 23 and April 27, 1999, Tucker Anthony Cleary
Gull advised the special committee and the Merkert American Board that, in
evaluating the consideration to be paid in accordance with the merger
agreement, Tucker Anthony Cleary Gull had performed a variety of financial
analyses regarding Merkert American and Richmont Marketing. The financial
analyses are summarized below.

Relative Contribution Analysis. Tucker Anthony Cleary Gull reviewed relevant
financial information, including actual 1998 and projected 1999 and 2000 net
revenues and earnings before interest and taxes, depreciation and amortization
or "EBITDA" as provided by management, for Merkert American and Richmont
Marketing. Based on that review and the fact that the shares of Richmont
Marketing common stock will be converted into a total of 6,705,551 shares of
Merkert American common stock, Tucker Anthony Cleary Gull determined the
implied allocation of enterprise value among Merkert American and Richmont
Marketing and then compared each company's relative contribution of revenues
and EBITDA (excluding any synergies, as described below) to the combined
company. The analysis indicated that Richmont Marketing would contribute 55.3%,
57.6% and 59.0% of revenues and 38.4%, 56.7% and 57.1% of EBITDA for 1998, 1999
and 2000, respectively. Tucker Anthony Cleary Gull contrasted these
contributions to the 59.9% implied allocation of enterprise value of the
combined company (equity value implied by the transaction plus outstanding debt
less cash and cash equivalents) and 47.2% of the outstanding common stock of
the combined company to the Richmont Marketing stockholders. Tucker Anthony
Cleary Gull noted that the implied allocation of enterprise value to Richmont
Marketing stockholders was slightly higher than the contribution of revenues
and EBITDA.

Pro Forma Merger Analysis. Tucker Anthony Cleary Gull analyzed the potential
pro forma effect of the merger on Merkert American's earnings per share for the
fiscal years ending December 31, 1999 and December 31, 2000. In performing this
analysis, Tucker Anthony Cleary Gull assumed that the goodwill resulting from
the merger will be amortized over 40 years and that synergies will be achieved
through the merger. Management of Merkert American expects to achieve
significant synergies from the merger consisting of projected revenue gains
available to a firm with national versus regional coverage, offset by revenue
lost due to manufacturer conflicts plus cost savings resulting from elimination
of redundant sales and administrative

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functions. Tucker Anthony Cleary Gull combined Merkert American's projected
future operating results with the corresponding projected future operating
results of Richmont Marketing as well as the synergies. Tucker Anthony Cleary
Gull then divided the pro forma projected operating results by the pro forma
projected shares outstanding. Tucker Anthony Cleary Gull compared the pro forma
earnings per share to Merkert American's stand-alone earnings per share to
determine the impact of the merger on Merkert American's earnings per share.
Tucker Anthony Cleary Gull based its analysis on earnings per share figures
provided by Merkert American's management. Based on this analysis and these
figures, the merger would be accretive to Merkert American's projected earnings
per share for the fiscal year ending December 31, 2000.

Analysis of Selected Publicly Traded Companies Comparable to Merkert
American. Using publicly available information, Tucker Anthony Cleary Gull
analyzed, among other things, the trading multiples of benchmark groups
comprised of selected publicly traded grocery wholesalers and retailers,
marketing and consulting companies and companies with specified consolidation
strategies. Tucker Anthony Cleary Gull noted that there was no publicly traded
company directly comparable to Merkert American or Richmont Marketing and
selected the companies in the benchmarking group due to the similarities of
their markets and operating strategies. Tucker Anthony Cleary Gull derived a
range of multiples for enterprise value to the last twelve months revenues and
EBITDA from an analysis of each of the benchmarking groups. The range of
multiples was based on stock prices for each of the companies in the
benchmarking groups as of April 21, 1999 or the "pricing date."

Tucker Anthony Cleary Gull used the range of trading multiples of the
benchmarking groups to derive an implied enterprise value for Merkert American.
Tucker Anthony Cleary Gull noted that as of the pricing date, the ratio of the
enterprise value based upon the share prices of the benchmarking groups to last
twelve months net revenue and last twelve months EBITDA indicated that the
appropriate ranges were from 0.80x to 1.10x and from 6.0x to 9.0x,
respectively. Tucker Anthony Cleary Gull noted that as of the pricing date,
Merkert American's enterprise value as a multiple of last twelve months revenue
and last twelve months EBITDA were 0.71x and 6.0x, respectively.

Analysis of Selected M&A Transactions of Comparable Companies to Merkert
American. Using publicly available information, Tucker Anthony Cleary Gull
analyzed, among other things, the multiples of the acquisition transactions
completed by companies in the benchmarking groups as well as relevant
acquisition transactions completed or expected to be completed by Merkert
American or Richmont Marketing. Tucker Anthony Cleary Gull derived a range of
multiples for enterprise value to last twelve months revenue, EBITDA, and
earnings before interest and taxes or "EBIT" from an analysis of transactions
completed by each of the benchmarking groups as well as the company
transactions. Tucker Anthony Cleary Gull used the range of acquisition
multiples of the benchmarking groups as well as the company transactions to
derive an implied enterprise value for Merkert American. Tucker Anthony Cleary
Gull noted that the ratio of the enterprise value to last twelve months net
revenue, last twelve months EBITDA and last twelve months EBIT suggested ranges
from 0.70x to 1.00x, from 8.0x to 9.0x and from 10.0x to 13.0x, respectively.
Tucker Anthony Cleary Gull noted that based on the pricing date closing price
of $10.50 per share, Merkert American's enterprise value as a multiple of last
twelve months net revenue, last twelve months EBITDA and last twelve months
EBIT were 0.71x, 6.0x and 7.7x, respectively.

No company, transaction or business used for comparison purposes in the
"Analysis of Selected Publicly Traded Companies Comparable to Merkert American"
or "Analysis of Selected M&A Transactions of Companies Comparable to Merkert
American" is identical to Merkert American or Richmont Marketing. In
particular, Merkert American is the only publicly traded food broker in the
United States. Accordingly, an analysis of the results of the foregoing is not
entirely mathematical; rather, it involves complex considerations and
subjective judgments concerning differences of financial and operating
characteristics and other factors that could affect the acquisition, public
trading or other values of the benchmarking groups, the selected comparable
transactions or the business segment, company or transaction to which they are
being compared.

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Discounted Cash Flow Analysis of Merkert American. Tucker Anthony Cleary
Gull analyzed Merkert American's enterprise value based on an unleveraged
after-tax discounted cash flow analysis of the projected five-year financial
performance of Merkert American as projected by Merkert American. The
discounted cash flow analysis determined the discounted present value of the
unleveraged after-tax cash flows generated over the five-year period and then
added a terminal value based on a range of EBITDA multiples from 6.5x to 7.5x.
The unleveraged after-tax cash flows and terminal value were discounted using a
range of discount rates from 12.0% to 14.0%. Tucker Anthony Cleary Gull derived
the range of EBITDA multiples and discount rates on the basis of multiples of
EBITDA and estimated risk adjusted costs of capital for the benchmarking
groups. Tucker Anthony Cleary Gull noted that the discounted cash flow
valuation analysis implied a range of share values of $8.25 to $11.98 per share
and that Merkert American's closing stock price on April 26, 1999 of $10.50 per
share was within the range.

Merkert American Common Stock Price Trading Analysis. Tucker Anthony Cleary
Gull analyzed the closing sale prices of Merkert American common stock on the
Nasdaq National Market over the four-month period between the date of its
initial public offering in December 1998 and the pricing date. The high and low
closing sale prices for Merkert American common stock for the period were
$15.63 and $10.25, respectively. Tucker Anthony Cleary Gull noted that the
Merkert American closing stock price on April 26, 1999 was near the low of its
trading range for the four months it has traded since its initial public
offering.

Based upon its analysis, Tucker Anthony Cleary Gull derived a theoretical
range of share value for Merkert American common stock of $8.79 to $11.45 per
share, with an average price per share of $10.125.

Analysis of Selected Publicly Traded Companies Comparable to Richmont
Marketing. Using publicly available information, Tucker Anthony Cleary Gull
analyzed, among other things, the trading multiples of the companies in the
benchmarking groups. Tucker Anthony Cleary Gull derived a range of multiples
for enterprise value to the last twelve months revenues and EBITDA from
analysis of each of the benchmarking groups. The range of multiples was based
on stock prices for each of the companies in the benchmarking groups as of the
pricing date.

Tucker Anthony Cleary Gull used the range of trading multiples of the
benchmarking groups to derive an implied enterprise value for Richmont
Marketing with and without synergies available as a result of the merger.
Tucker Anthony Cleary Gull noted that as of the pricing date, the ratio of the
enterprise value based upon the share prices of the benchmarking groups to last
twelve months net revenue and last twelve months EBITDA indicated that the
appropriate ranges were from 0.80x to 1.10x and from 6.0x to 9.0x,
respectively. Tucker Anthony Cleary Gull derived a public market value range
for Richmont Marketing's enterprise value without synergies of $167 million to
$215 million and with synergies of $239 million to $271 million. Applying a
premium of twenty-five percent, based upon average takeover premiums for all
merger and acquisition transactions, to the implied equity value, which is
enterprise value less outstanding debt plus cash and cash equivalents, Tucker
Anthony Cleary Gull derived a public market valuation plus premium range for
Richmont Marketing's enterprise value without synergies of $170 million to $230
million and with synergies of $260 million to $300 million.

Analysis of Selected M&A Transactions of Companies Comparable to Richmont
Marketing. Using publicly available information, Tucker Anthony Cleary Gull
analyzed, among other things, the multiples of selected merger and acquisition
transactions completed by companies in the benchmarking groups as well as those
transactions recently completed or expected to be completed by Merkert American
or Richmont Marketing. Tucker Anthony Cleary Gull derived a range of multiples
for enterprise value to the last twelve months revenues, EBITDA, and EBIT from
analysis of transactions completed by each of the benchmarking groups as well
as those transactions recently completed or expected to be completed by Merkert
American or Richmont Marketing. Tucker Anthony Cleary Gull noted that the ratio
of the enterprise value to last twelve months net revenue, last twelve months
EBITDA and last twelve months EBIT suggested ranges from 0.70x to 1.00x, from
8.0x to 9.0x and from 10.0x to 13.0x, respectively. Based on this analysis,
Tucker Anthony Cleary Gull

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derived a merger and acquisition transaction value range for Richmont
Marketing's enterprise value without synergies of $160 million to $215 million
and with synergies of $200 million to $250 million.

No company, transaction or business used for comparison purposes in the
"Analysis of Selected Publicly Traded Companies Comparable to Richmont
Marketing" or "Analysis of Selected M&A Transactions of Companies Comparable to
Richmont Marketing" is identical to Merkert American or Richmont Marketing.
There is no publicly traded food broker in the United States other than Merkert
American. Accordingly, an analysis of the results of the foregoing is not
entirely mathematical; rather, it involves complex considerations and
subjective judgments concerning differences of financial and operating
characteristics and other factors that could affect the acquisition, public
trading or other values of the benchmarking groups, the selected comparable
transactions or the business segment, company or transaction to which they are
being compared.

Discounted Cash Flow Analysis of Richmont Marketing. Tucker Anthony Cleary
Gull analyzed Richmont Marketing's enterprise value based on an unleveraged
after-tax discounted cash flow analysis of the five-year financial performance
of Richmont Marketing. The annual after-tax cash flows for the five-year period
were developed by Tucker Anthony Cleary Gull and were based on discussions with
Richmont Marketing and Merkert American management. The discounted cash flow
analysis determined the discounted present value of the unleveraged after-tax
cash flows generated over the five-year period and then added a terminal value
based on a range of EBITDA multiples from 6.5x to 7.5x. The unleveraged after-
tax cash flows and terminal value were discounted using a range of discount
rates from 12.0% to 14.0%. Tucker Anthony Cleary Gull derived the range of
EBITDA multiples and discount rates on the basis of multiples of EBITDA and
estimated risk adjusted costs of capital for the benchmarking groups. Based on
this analysis, Tucker Anthony Cleary Gull derived a discounted cash flow
valuation range for Richmont Marketing without synergies of $188 million to
$224 million and with synergies of $358 million to $427 million.

Based upon its analysis, Tucker Anthony Cleary Gull determined a theoretical
range of enterprise value with synergies of $225 million to $260 million,
implying a range of Merkert American shares to be received by Richmont
Marketing of 6.756 million to 10.213 million shares (assuming each Merkert
American share is worth $10.125). Tucker Anthony Cleary Gull also determined a
theoretical range of enterprise value without synergies of $175 million to $210
million, implying a range of Merkert American shares to be received by Richmont
Marketing of 1.818 million to 5.274 million shares (assuming each Merkert
American share is worth $10.125). Tucker Anthony Cleary Gull noted that the
number of Merkert American shares to be received by Richmont Marketing (6.706
million shares) was slightly below the range determined using enterprise value
with synergies and was above the range determined using enterprise value
without synergies.

Tucker Anthony Cleary Gull was selected by the special committee of the
Board of Directors of Merkert American to render a fairness opinion in
connection with the merger because of Tucker Anthony Cleary Gull's reputation
and expertise as an investment banking firm and its expertise and familiarity
with the business services and distribution industries and Merkert American.
Tucker Anthony Cleary Gull, as part of its investment banking business, is
regularly engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, underwritings of equities, private
placements and valuations for estate, corporate and other purposes.

Under an engagement letter between Tucker Anthony Cleary Gull and Merkert
American, Merkert American paid Tucker Anthony Cleary Gull a non-refundable
retainer of $50,000 upon the signing of the engagement letter and a fee of
$150,000 when the written fairness opinion was delivered to the Merkert
American Board. Tucker Anthony Cleary Gull's fee was not contingent upon the
contents of its fairness opinion or the consummation of the merger. Merkert
American has also agreed to reimburse Tucker Anthony Cleary Gull for its
reasonable out-of-pocket expenses up to $50,000 and to indemnify Tucker Anthony
Cleary Gull against specific expenses and liabilities in connection with its
services in connection with the merger, including those arising under federal
securities laws.

In the ordinary course of its securities business, Tucker Anthony Cleary
Gull actively trades the equity securities of Merkert American for Tucker
Anthony Cleary Gull's own account and the accounts of its

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customers and, accordingly, may at any time hold a long or short position in
these securities. On December 15, 1998, Tucker Anthony Cleary Gull was a co-
manager of Merkert American's initial public offering for which Tucker Anthony
Cleary Gull received customary compensation.

Reasons for Richmont Marketing's Board Approval of the Merger; Approval by
Richmont Marketing Stockholders

In reaching its determination that the merger is in the best interests of
Richmont Marketing's stockholders and in unanimously recommending that the
stockholders of Richmont Marketing approve the merger agreement, the Board of
Directors of Richmont Marketing consulted with its management, as well as its
outside legal counsel, and considered the following material factors:

. the Richmont Marketing Board of Directors' understanding of the present
and anticipated environment in the food brokerage industry;

. how continued consolidation within the food brokerage industry could
affect Richmont Marketing's competitive position on a stand-alone basis;

. concern as to Richmont Marketing's cash flow as a stand-alone entity over
the near term, including Richmont Marketing's ability to generate
sufficient cash flow to pursue additional strategic acquisitions in a
consolidating industry;

. management's judgment that a business combination with Merkert American
would provide the combined company with coast-to-coast coverage and a
potential competitive advantage over local and regional food brokers;

. the combined company's potential revenue loss resulting from principal
conflicts;

. the combination of Richmont Marketing and Merkert American's operations
creates opportunities to realize cost savings and operating efficiencies
due to increased size and national coverage of the combined company and
the elimination of overlapping support and administrative systems;

. the Board of Directors' consideration of information concerning the
financial condition, results of operations, prospects and business of
Richmont Marketing and Merkert American, including the relative revenue
and debt service of the companies;

. presentations from, and discussions with, senior executives of Richmont
Marketing, representatives of its outside legal counsel, and
representatives of its independent accountants regarding the business and
financial due diligence regarding Merkert American and the terms and
conditions of the merger agreement;

. the terms and structure of the merger, including the following
provisions:

. the provisions governing the exchange ratio and the consideration to
be received by Richmont Marketing stockholders;

. the provisions of the merger agreement that ensure that the
combination would be a merger of equals, including the sharing of
board of directors seats and senior management positions in the
combined company between people from Richmont Marketing and Merkert
American;

. the changing of the combined company's name to "Marketing Specialists
Corporation;"

. the treatment of Richmont Marketing's senior management appreciation
rights in the merger; and

. the provisions of the merger agreement that generally limit Merkert
American's ability to solicit other offers, while permitting Merkert
American's Board of Directors to fulfill its fiduciary duties to its
stockholders in the event of an unsolicited offer, and the
termination fee provisions;

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. current and historical market prices and trading information regarding
the Merkert American common stock;

. the valuation placed on Richmont Marketing by Merkert American;

. the fact that the combined company will maintain a significant presence
in the Dallas, Texas area;

. the fact that the merger will generally be tax free to both Richmont
Marketing and Merkert American under the tax laws of the United States
and other relevant jurisdictions;

. the Board of Directors' recognition that members of the Board of
Directors and management may have interests in the merger that are in
addition to, and not necessarily aligned with, the interests of holders
of Richmont Marketing common stock, which interests were considered in
connection with its approval and adoption of the merger agreement as
discussed in "Proposal One--Adoption of Merger Agreement--Interests of
Related Parties in the Merger;"

. the conditions to closing of the merger and the significant fees and
expenses that would become payable in the event of a termination of the
merger agreement under circumstances described in the merger agreement;

. the significant costs involved in connection with consummating the merger
and the substantial management time and effort required to effectuate the
merger and integrate the business of Richmont Marketing into Merkert
American;

. the risk that the anticipated benefits of the merger might not be fully
realized;

. that provisions of the merger agreement, including the Richmont Marketing
voting agreement and the no solicitation provision in the merger
agreement, might discourage other persons potentially interested in
merging with or acquiring Richmont Marketing from pursuing these
opportunities; and

. other matters described under "Risk Factors."

The foregoing discussion of the factors considered by Richmont Marketing's
Board of Directors is not intended to be exhaustive, but includes all material
factors considered by Richmont Marketing's Board of Directors. In reaching its
decision to approve the merger agreement and recommend its approval to Richmont
Marketing stockholders, Richmont Marketing's Board of Directors did not
quantify or assign any relative weights to the factors considered, and
individual directors may have given different weights to different factors.

Interests of Related Parties in the Merger

Upon the completion of the merger, the combined company will pay Monroe &
Company, LLC approximately $2.5 million for financial advisory services
rendered to Merkert American in connection with the merger. James L. Monroe,
sole manager of and a member of Monroe & Company, LLC, serves on the Board of
Directors of Merkert American and will serve on the Board of the combined
company after the merger. Mr. Monroe beneficially owns approximately 14.7% of
the outstanding Merkert American common stock, including 7.0% through his
relationship with Monroe & Company, LLC. In addition, Merkert American will pay
Monroe & Company, LLC a fee equal to 0.75% of the principal amount committed
under any new senior credit facility. For a more detailed description of the
agreement that provides for these fees, you should read "Merkert American
Corporation--Certain Relationships and Related Transactions."

On April 27, 1999, Gerald R. Leonard entered into a new employment agreement
with Merkert American, which is effective upon the completion of the merger.
Mr. Leonard's agreement provides for a five-year term and a continued annual
base salary of $450,000. The agreement also provides for the grant of an option
to purchase 60,000 shares of Merkert American common stock upon the completion
of the merger. The exercise price of the options will be equal to the greater
of (1) the fair market value at the date of grant, and (2) $13.50. The options
will be issued under Merkert American's stock option plan.

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Upon completion of the merger, the combined company may pay Richmont Capital
Partners I, L.P. $500,000 for financial advisory services rendered to Richmont
Marketing in connection with the merger. Richmont Capital Partners I, L.P.
indirectly owns 60% of the outstanding common stock of Richmont Marketing.
Messrs. Bouras, Byrd, Reynolds and Rochon, who may be deemed to be affiliates
of Richmont Capital Partners I, L.P., will receive options to purchase an
aggregate of approximately 395,000 shares of Merkert American common stock at
the completion of the merger, including options to be granted in connection
with those persons' service on the Merkert American Board of Directors
following the merger. Messrs. Bouras, Byrd, Reynolds and Rochon are members of
the Board of Directors of Richmont Marketing and Messrs. Bouras, Byrd and
Rochon will be members of the Board of Directors of Merkert American following
the merger.

Michael J. Merriman, Chief Executive Officer, President and a Director of
Royal Appliance Mfg. Co., will become a Director of Merkert American following
the merger and will receive options to purchase 20,000 shares of Merkert
American common stock in connection with his service as a Director of Merkert
American. Richmont Capital Partners I, L.P. owns approximately 15.6% of the
common stock of Royal Appliance Mfg. Co.

Two executive officers and stockholders of Richmont Marketing, Ronald D.
Pedersen and Bruce A. Butler, will become executive officers of Merkert
American following the merger.

At the effective time of the merger, the stockholders of Richmont Marketing
will enter into a voting agreement with two significant stockholders of Merkert
American. In this agreement, the parties agree to vote for five nominees to the
Merkert American Board of Directors that are designated by the largest
stockholder of Richmont Marketing, provided that such nominees are reasonably
acceptable to the two Merkert American stockholders. For a more in-depth
description of this agreement, please see "Proposal One--Adoption of the Merger
Agreement--Other Related Agreements--Post-Merger Voting Agreement."

Upon the completion of the merger, we will also enter into a three year
joint advisory agreement with Monroe & Company, LLC and Richmont Capital
Partners I, L.P. for business consulting, financial advisory and investment
banking services. The joint advisory agreement will provide for minimum annual
fees of $1 million. The joint advisory agreement will otherwise be on
substantially similar terms as, and will supersede, the existing advisory
agreement between Merkert American and Monroe & Company, LLC. For a more in-
depth description of this agreement, please see "Proposal One--Adoption of the
Merger Agreement, as amended--Other Related Agreements--Joint Advisory
Agreement."

The Merger Agreement

The following is a description of the important provisions of the merger
agreement, as amended, which is attached as Annex A to this document. You
should read carefully the merger agreement, as amended, in its entirety.

Merkert American and Richmont Marketing have entered into the merger
agreement, as amended, that provides, among other things, for the following:

. when and how the merger will occur;

. the merger consideration to be paid to Richmont Marketing stockholders;

. the conduct of business of each company from the date the merger
agreement, as amended, was signed until the time the merger occurs;

. representations and warranties made by each of Merkert American and
Richmont Marketing concerning their businesses;

. the obligations of each company prior to and after the effective time of
the merger;

. the conditions that must be met for the merger to occur;

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. the termination of the merger agreement under specific conditions; and

. the effects of a termination upon the companies.

Each of the provisions is discussed in further detail below.

Effective Time

The merger will become effective when the parties file a certificate of
merger with the Office of the Secretary of State of the State of Delaware. At
that time, Richmont Marketing will be merged with and into Merkert American and
will cease to exist as a separate entity.

Merger Consideration

At the time of the merger, each issued and outstanding share of Richmont
Marketing common stock will be converted into that number of fully paid and
nonassessable shares of Merkert American common stock equal to the quotient
obtained by dividing (a) 6,705,551 by (b) the total number of shares of
Richmont Marketing common stock issued and outstanding immediately before the
effective time of the merger. Assuming that no further Richmont Marketing
common stock is issued before the merger, each share of Richmont Marketing
common stock will convert into 48.7198 shares of Merkert American common stock.

Fractional shares of Merkert American common stock will not be issued.
Instead, each holder of Richmont Marketing common stock, upon surrender of a
certificate representing ownership of Richmont Marketing common stock for
exchange, will be paid an amount in cash, without interest, rounded to the
nearest cent, determined by multiplying (a) the average closing price of
Merkert American common stock on Nasdaq on the five trading days immediately
preceding the second day before the effective time of the merger by (b) the
fractional amount of the shares which the holder would otherwise be entitled to
receive.

Assumption of Indebtedness

In connection with the merger, Merkert American has agreed to assume $169.0
million of Richmont Marketing's indebtedness, including $100 million of
Richmont Marketing's 10 1/8% senior subordinated notes due 2007. See "Risk
Factors--The combined company will have substantial indebtedness that could
adversely impact its financial condition and the merger may trigger significant
obligations under Richmont Marketing's outstanding 10 1/8% senior subordinated
notes due 2007 that could adversely affect the surviving company's financial
condition and results of operations."

Merkert American Stock Options to be Issued in the Merger

At the effective time of the merger, Merkert American has agreed to grant
options to purchase 800,000 shares of Merkert American common stock to
individuals associated with Richmont Marketing, subject to adjustment to
995,000 shares based on the market price of Merkert American common stock at
the effective time of the merger. Merkert American will grant these options
under its Amended and Restated 1998 Stock Option and Incentive Plan.

Merkert American will grant options to purchase a total of 405,000 shares of
Merkert American common stock to those employees of Richmont Marketing that
currently hold senior management appreciation rights issued by Richmont
Marketing, subject to increase to 600,000 shares based on the market price of
Merkert American common stock at the effective time of the merger. These
options will qualify as incentive stock options for Internal Revenue Code
purposes. These options will vest ratably over a five-year term beginning from
the date Richmont Marketing initially granted the senior management
appreciation rights. The senior management appreciation rights will be canceled
in exchange for the options. These options will be on substantially similar
terms to those options which have already been granted to employees of Merkert
American.

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Merkert American will also grant options to purchase a total of 335,000
shares of Merkert American common stock to four persons who may be deemed to be
affiliates of Richmont Capital Partners I, L.P. as follows: 167,500 options
will be granted to Mr. Rochon and 55,833 options each will be granted to
Messrs. Bouras, Byrd and Reynolds. These options will have a per share exercise
price equal to the greater of the fair market value of Merkert American common
stock at the effective time of the merger or $13.50. These options will not
qualify as incentive stock options for Internal Revenue Code purposes. These
options will vest ratably over a five-year term. Mr. Reynolds is a limited
partner of Richmont Capital Partners I, L.P. and Messrs. Bouras, Byrd and
Rochon are shareholders of a corporation which is the managing general partner
of Richmont Capital Partners I, L.P. In addition, Messrs. Bouras, Byrd,
Reynolds and Rochon are members of the Board of Directors of Richmont Marketing
and Messrs. Bouras, Byrd and Rochon will be members of the Board of Directors
of Merkert American following the merger. Richmont Capital Partners I, L.P.
indirectly owns 60% of the common stock of Richmont Marketing.

On the fifth day after the effective date of the merger, Merkert American
will grant options to purchase an additional 20,000 shares of Merkert American
common stock to each of Messrs. Rochon, Bouras and Byrd. These three
individuals will become directors of Merkert American in connection with the
merger. Merkert American's stock option plan provides that new Directors will
each receive a grant of 20,000 options. These options will have a per share
exercise price equal to the fair market value of Merkert American common stock
on the grant date. These options will vest ratably over a five-year term. These
options will not qualify as incentive stock options for Internal Revenue Code
purposes. These options are substantially similar to options already granted to
members of Merkert American's Board of Directors who are not employees of
Merkert American.

Conduct of Business Before the Merger

Merkert American and Richmont Marketing have each agreed that, before the
merger, it will:

. conduct its business only in the ordinary course of business consistent
with past practice;

. use its reasonable best efforts to preserve intact its business
organizations and goodwill and keep available the services of its
executive officers and material employees, its customers and
manufacturers and others having business relations with it;

. confer on a regular basis with the other party to report on material
operational matters and any proposals to engage in material transactions;

. promptly notify the other party of any material emergency or other
material change in its condition, business, properties, assets,
liabilities, or prospects;

. promptly notify the other party of any material breach of any
representation or warranty of the merger agreement; and

. maintain insurance at customary levels.

In addition, neither company will take actions not in the ordinary course of
business, except as permitted by the merger agreement or required by law. For
example, except as permitted by the merger agreement, neither company will:

. amend its organizational documents;

. pay dividends or make distributions;

. grant or award any option, warrant, conversion right or other right, or
adopt any new employee benefit plan;

. increase any compensation, other than in the ordinary course of business
consistent with past practice;

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. repurchase any capital stock;

. sell or otherwise dispose of any material assets;

. purchase any material assets, or acquire a significant portion of the
assets of, any other entity; or

. permit any material tax elections, settle or compromise any tax liability
with any taxing authority or file any amended tax return or claim for
refund.

Business Combination Proposal from Other Parties

In accordance with the merger agreement, Merkert American and Richmont
Marketing have agreed that, until either the termination of the merger
agreement or the effective time of the merger, neither will initiate, solicit
or encourage any inquiries or proposal regarding:

. a merger, consolidation or similar transaction involving the company;

. the sale, lease or other disposition, directly or indirectly, by merger,
consolidation, share exchange or otherwise, of any assets of the company
or its subsidiaries representing 15% or more of consolidated assets of
the company and its subsidiaries;

. the issuance, sale or other disposition of securities representing 15% or
more of the votes attached to the outstanding securities of the company;

. a transaction in which any person will acquire beneficial ownership or
the right to acquire beneficial ownership of 15% or more of the
outstanding shares of the company's capital stock; or

. a recapitalization, restructuring, liquidation or dissolution of the
company or any of its subsidiaries.

If a third party contacts either Merkert American or Richmont Marketing with
a proposal, the contacted party must advise the other party immediately.

Under the merger agreement, however, Merkert American's Board of Directors
may furnish information to, and enter into discussions or negotiations with,
any person or group that makes an unsolicited bona fide proposal if the
following conditions are satisfied:

. the parties have entered into a confidentiality and standstill agreement
containing substantially similar terms to those contained in the
confidentiality agreement between Merkert American and Richmont
Marketing;

. financing, to the extent required to consummate the proposal, is then
fully and unconditionally committed in writing or is, in the good faith
judgment of Merkert American's Board of Directors, likely to be obtained;
and

. Merkert American's Board of Directors determines in good faith, after
receiving the advice of outside counsel and its financial advisor, that
the proposal is reasonably likely to be completed and would result in a
transaction more favorable to Merkert American's stockholders from a
financial point of view than the transaction contemplated by the merger
agreement between Merkert American and Richmont Marketing.

Merkert American's Board of Directors is required to keep Richmont Marketing
informed on a current basis of the status of any inquiry, proposal or
discussion of the sort described above.

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Conditions to the Merger

Before the merger can occur, several conditions must be fulfilled, or
alternatively, waived by the appropriate party or parties. If any material
condition is waived, the companies will resolicit the consent of their
stockholders to the merger if required by law. The conditions that remain
outstanding include the following:

. obtaining stockholder approval for the adoption of the merger agreement,
as amended;

. obtaining other governmental, regulatory and third party consents;

. either obtaining stockholder approval for the amendment of Merkert
American's certificate of incorporation described in proposal two or
increasing the size of Merkert American's Board to nine and filling four
of the five vacancies with individuals who are currently serving on
Richmont Marketing's Board, Messrs. Pedersen, Byrd, Bouras and Rochon,
and the remaining vacancy with an individual who is not employed by
either company, Mr. Merriman;

. obtaining approval for the amendment of Merkert American's stock option
plan described in proposal four;

. obtaining the approval for the listing of the shares issuable in the
merger on the Nasdaq National Market;

. either Merkert American assuming Richmont Marketing's 10 1/8% senior
subordinated notes due 2007 or repurchasing or refinancing the notes on
terms which are commercially reasonable;

. Merkert American's and Richmont Marketing's senior credit facilities
being refinanced on terms which are commercially reasonable;

. Merkert American receiving an opinion from Goodwin, Proctor & Hoar LLP
and Richmont Marketing receiving an opinion from Skadden, Arps, Slate,
Meagher & Flom LLP to the effect that the merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code;

. Merkert American, and Richmont Marketing stockholders and certain Merkert
American stockholders entering into registration rights agreements;

. executing the post-merger voting agreement and the joint advisory
agreement; and

. confirming each party's compliance with the merger agreement.

Representations and Warranties

In the merger agreement, each of Merkert American and Richmont Marketing
made reciprocal representations and warranties, subject to exceptions which
were disclosed by the appropriate party, concerning their business and assets.
The representations and warranties must be true and correct in all material
respects at the time of the merger or else the other party will not be required
to complete the merger. These representations and warranties include:

. that each company is validly existing and in good standing and that its
issued and outstanding shares of capital stock are fully paid and
nonassessable;

. that each company's Board of Directors authorized the signing and
performance of the merger agreement;

. that each company has provided and will provide accurate information to
the Securities and Exchange Commission and Nasdaq;

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. that, except as otherwise disclosed, there are no suits or actions filed
or threatened against the party; the party is not in violation of laws,
including environmental laws and laws regulating employee benefit plans
and tax laws; and

. that the party has complied with its organizational documents including
its by-laws and certificate of incorporation.

Termination

Merkert American or Richmont Marketing may terminate the merger agreement,
whether before or after receiving stockholder approval, if:

. the merger is not completed on or before December 31, 1999;

. the agreement fails to receive the requisite vote for approval and
adoption by the stockholders of Merkert American;

. the Board of Directors of Merkert American, or any independent or special
committee of the Board of Directors of Merkert American formed for the
purpose of evaluating a proposed business combination, recommends a
superior proposal;

. any United States federal or state court of competent jurisdiction or
other governmental entity issues a final order, decree or ruling
permanently enjoining or prohibiting the merger and the order will have
become final and nonappealable;

. the other party fails to perform in any material respect any of its
obligations required to be performed under this agreement and the failure
continues for more than 30 days after notice of the failure; or

. the parties mutually agree in writing to terminate the merger agreement.

In addition, Richmont Marketing may terminate the merger agreement if the
Board of Merkert American or the special committee of the Board of Merkert
American withdraws or modifies its approval or recommendation of the merger and
that modification adversely affects Richmont Marketing. If Richmont Marketing
terminates the merger agreement for this reason, then Merkert American will pay
to Richmont Marketing an amount in cash equal to $2.5 million plus out-of-
pocket expenses incurred in connection with the merger agreement, including
without limitation professional expenses. Merkert American is required to make
the same termination payment to Richmont Marketing if either Merkert American
or Richmont Marketing terminates the merger agreement if a committee of Merkert
American's Board recommends a superior proposal. If either Merkert American or
Richmont Marketing terminates the merger agreement for the second reason listed
immediately above and within one year of that termination Merkert American
enters into another merger agreement or the making of such recommendation or
resolution, Merkert American is required to pay Richmont Marketing the
termination payment. This payment will be Richmont Marketing's exclusive remedy
relating to this termination and Richmont Marketing will have no right to any
further damages.

Expenses

With four exceptions, each of Merkert American and Richmont Marketing will
pay all costs or expenses incurred by it in connection with the merger
agreement and the related transactions including any termination fees described
above. The companies will share equally in the payment of:

. the filing fees in connection with the filing of this proxy statement
with the Securities and Exchange Commission;

. the filing fees in connection with the listing of the shares of Merkert
American common stock issuable in the merger and issuable upon exercise
of the options on Nasdaq;

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. the expenses incurred for printing this proxy statement; and

. the filing fees in connection with the filing under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.

In the event that the merger is completed, the combined company will pay all
costs and expenses incurred by Merkert American, Richmont Marketing and the
stockholders of Richmont Marketing in connection with the merger, subject to
limitations on the legal expenses incurred by the Richmont Marketing
stockholders other than MS Acquisition Limited.

Amendments to the Merger Agreement

The Boards of Directors of Merkert American and Richmont Marketing may amend
the merger agreement before their respective stockholders' approval but only to
the extent permitted by applicable law.

Other Related Agreements

The Pre-Merger Voting Agreements

Richmont Marketing has entered into a voting agreement with the following
Merkert American stockholders: Monroe & Company, LLC, Joseph T. Casey, Glenn F.
Gillam, Douglas H. Holstein, Gerald R. Leonard, Sidney D. Rogers, Jr., Thomas
R. Studer, JLM Management, LLC, Sandra Monroe, Sean Spaulding, Robert Doehler,
Edward P. Grace, III, Jo-Anne Collins and James Philopkosky. In this agreement,
the Merkert American stockholders agreed to vote in favor of the proposed
merger and the other transactions contemplated by the merger agreement and to
vote against any transaction or other proposal that could hinder or impede the
completion of the proposed merger. The Merkert American stockholders also
granted Richmont Marketing an irrevocable proxy to vote their shares in favor
of the merger. Finally, the Merkert American stockholders agreed not to
transfer or pledge their shares before the merger.

At the time the merger agreement was executed, Merkert American entered into
a voting agreement with all of the Richmont Marketing stockholders. In this
agreement, the Richmont Marketing stockholders agreed to vote in favor of the
proposed merger and the other transactions contemplated by the merger agreement
and to vote against any transaction or other proposal that could hinder or
impede the completion of the proposed merger. The Richmont Marketing
stockholders also granted Merkert American an irrevocable proxy to vote their
shares in favor of the merger. Finally, the Richmont Marketing stockholders
agreed not to transfer or pledge their shares before the merger.

Post-Merger Voting Agreement

Upon the completion of the merger, the five existing stockholders of
Richmont Marketing, MS Acquisition Limited, Ronald D. Pedersen, Bruce A.
Butler, Gary R. Guffey and Jeffrey A. Watt, will enter into a voting agreement
with Monroe & Company, LLC and JLM Management Company LLC. Under this
agreement, all of the parties will agree to vote all of the Merkert American
common stock held by them in favor of five nominees to the Merkert American
Board that are designated in writing by MS Acquisition Limited, provided that
such nominees are reasonably acceptable to the two Merkert American
stockholders. MS Acquisition Limited, the majority stockholder of Richmont
Marketing, is a limited partnership, one of whose general partners is Richmont
Capital Partners I, L.P. James L. Monroe, a director of Merkert American, is a
member and the sole manager of Monroe & Company, LLC and the sole manager of
JLM Management Company, LLC. Messrs. Butler and Pedersen are both stockholders
and executive officers of Richmont Marketing and both will become executive
officers of Merkert American and Mr. Pedersen will become a Director of Merkert
American following the merger. Immediately following the merger, the parties to
the post-merger voting agreement will control approximately 54.5% of the total
voting power of the combined company. In accordance with the agreement, MS
Acquisition will designate the following individuals as its initial nominees
for election to the Board of Directors of Merkert American: Messrs. Rochon,
Bouras, Byrd, Pedersen and Merriman.

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The post-merger voting agreement will terminate upon the earlier to occur
of: (a) the date on which MS Acquisition Limited and Messrs. Pedersen, Butler
and Guffey cease to own in the aggregate at least 35% of the total outstanding
shares of Merkert American or (b) the date on which all of the parties to the
agreement cease to own, or have the right to exercise voting control over
shares of Merkert American representing more than 50% of the total voting power
of all outstanding voting securities of Merkert American.

Joint Advisory Agreement

In connection with the merger, Monroe & Company, LLC and Richmont Capital
Partners I, L.P. will enter into a joint advisory agreement with Merkert
American. Under this agreement, Monroe & Company, LLC and Richmont Capital
Partners I, L.P. will provide business consulting, financial advisory and
investment banking services to Merkert American. The agreement has a three-year
term commencing upon the completion of the merger. The existing advisory
agreement between Merkert American and Monroe & Company, LLC will be terminated
immediately upon effectiveness of this joint advisory agreement. The joint
advisory agreement will be on substantially similar terms to the existing
agreement between Monroe & Company, LLC and Merkert American.

Under the joint advisory agreement, Monroe & Company, LLC and Richmont
Capital Partners I, L.P. will be paid a financial advisory fee equal to a
percentage of any consideration paid by Merkert American in connection with any
transaction which results in the merger, consolidation, reorganization,
business combination, joint venture or other transaction in which Merkert
American is acquired by, or combined with, a third party, Merkert American
acquires all or a portion of the assets or capital stock of a third party, or
Merkert American enters into a joint venture agreement with a third party,
determined as follows:

. 5% of the consideration paid up to $1 million, plus

. 4% of the consideration paid in excess of $1 million and up to $2
million, plus

. 3% of the consideration paid in excess of $2 million and up to $3
million, plus

. 2% of the consideration paid in excess of $3 million and up to $4
million, plus

. 1% of the consideration paid in excess of $4 million.

Merkert American will also be obligated to pay Monroe & Company, LLC and
Richmont Capital Partners I, L.P. a private placement fee equal to 0.75% of the
principal amount committed under any senior credit facility. It will pay an
additional fee upon increases in the amount of the senior credit facility or if
the credit facility is refinanced during the term of the joint advisory
agreement. Monroe & Company, LLC and Richmont Capital Partners I, L.P. may also
be entitled to consulting fees for projects based on fee schedules to be
mutually agreed upon by the independent directors of Merkert American, Monroe &
Company, LLC and Richmont Capital Partners I, L.P.

If the aggregate advisory fees during any of those three years are less than
$1 million, Merkert American will pay Monroe & Company, LLC and Richmont
Capital Partners I, L.P. the difference between the fees otherwise payable for
any year and $1 million. Monroe & Company, LLC and Richmont Capital Partners I,
L.P. will split all fees paid equally. In the agreement Merkert American has
also agreed to indemnify each of Monroe & Company, LLC and Richmont Capital
Partners I, L.P. against specified liabilities.

Registration Rights Agreements

Upon the completion of the merger, Merkert American will enter into a
registration rights agreement with the former stockholders of Richmont
Marketing, which will provide them with demand and piggyback registration
rights regarding the Merkert American common stock that they receive in the
merger. After 180 days following the effective time of the merger, one or more
holders of at least 40% of the Merkert American

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common stock received by Richmont Marketing's former stockholders in connection
with the merger may require Merkert American to file a registration statement
covering the resale of their shares on up to six occasions. The cost of these
registrations will be borne by Merkert American.

At the same time that it enters into the registration rights agreement
described above, Merkert American will amend and restate its existing
registration rights agreement with Mr. Leonard and the distributees of Monroe &
Company II, LLC, who consist of JLM Management, LLC, Monroe & Company, LLC,
Sandra Monroe, Sean Spaulding, Robert Doehler, Edward P. Grace, III, Jo-Anne
Collins and James Philopkosky. The amended registration rights agreement will
be similar to the agreement with the former Richmont Marketing stockholders
with the exception that Mr. Leonard and Monroe & Company II, LLC will only have
the right to demand registration of their shares on two occasions.

Regulatory Approvals Required

The merger requires the consent of the Department of Justice and the Federal
Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, which was received on July 2, 1999.

In addition, at any time before or after the merger, the Federal Trade
Commission or the Department of Justice could take action under the antitrust
laws as they deem necessary or desirable in the public interest, including
seeking to enjoin the merger or seeking divestiture of substantial assets of
Merkert American or Richmont Marketing. At any time before or after the merger,
any state or locality could take action under its own antitrust laws as it
deems necessary or desirable in the public interest. This action could include
seeking to enjoin the completion of the merger or seeking divestiture of
substantial assets of Merkert American or Richmont Marketing. Private parties
may also seek to take legal action under the antitrust laws in specific
circumstances.

Based on the available information, each of Merkert American and Richmont
Marketing believes that the merger will be in compliance with federal, state
and local antitrust laws. However, a challenge to the merger on antitrust
grounds might be made.

Merkert American and Richmont Marketing do not believe that any remaining
material governmental filings are required other than the filing of the
certificate of merger with the Office of the Secretary of State of the State of
Delaware. The merger is conditioned upon, among other things, absence of any
preliminary or permanent injunction or other order issued by any federal or
state court of competent jurisdiction which prohibits or restricts the
completion of the merger.

Accounting Treatment of the Merger

United States generally accepted accounting principles require that the
company deemed to be the accounting acquiror use the purchase method of
accounting to account for the merger. The total purchase price will be
allocated to the assets acquired and liabilities assumed, based on their fair
values. To the extent that this purchase price exceeds the fair value of the
net tangible assets acquired at the effective time of the merger, the
accounting acquiror will allocate the excess purchase price to intangible
assets including goodwill. Merkert American will be the accounting acquiror in
the merger.

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Material Federal Income Tax Consequences

The merger will have the following material United States federal income tax
consequences to Merkert American:

. the merger will be a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended; and

. no gain or loss should be recognized by Merkert American or Richmont
Marketing as a result of the merger.

The foregoing is a summary of the material federal income tax consequences
of the merger and is not a complete analysis of all federal income tax
consequences. Also, the foregoing summary is based on the Internal Revenue Code
and related Treasury regulations, administrative rulings and court decisions in
effect as of the date of this proxy statement. All of these laws, regulations,
rulings and decisions are subject to change at any time, possibly with
retroactive effect. Also, no information is provided in this proxy statement
regarding the tax consequences of the merger under applicable foreign, state or
local laws.

Merkert American does not intend to request a ruling from the Internal
Revenue Service regarding the merger. However, completion of the merger is
conditioned upon Merkert American receiving an opinion from Goodwin, Procter &
Hoar LLP and Richmont Marketing receiving an opinion from Skadden, Arps, Slate,
Meagher & Flom LLP, which conclude that the merger will be treated for federal
income tax purposes as a "reorganization" within the meaning of Section 368(a)
of the Internal Revenue Code. The opinions of Goodwin, Procter & Hoar LLP and
Skadden, Arps, Slate, Meagher & Flom LLP will represent the best legal judgment
of these firms but will not be binding on the Internal Revenue Service or any
court. The opinions will be based on representations and assumptions referred
to in the opinion, including representations contained in certificates signed
by officers of Merkert American and Richmont Marketing.

Nasdaq Listing

For the merger to occur, the shares of Merkert American common stock to be
issued to Richmont Marketing stockholders in the merger and under Merkert
American's stock option plan must be approved for listing on Nasdaq, subject to
the notice of issuance. Merkert American and Richmont Marketing have agreed to
cooperate and promptly prepare and submit to Nasdaq all reports, applications
and other documents that may be necessary or desirable to enable all of the
shares of Merkert American common stock that will be issued and outstanding or
will be reserved for issuance at the effective time of the merger to be listed
for trading on Nasdaq.

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PROPOSAL TWO -- AMENDMENT TO MERKERT AMERICAN'S CERTIFICATE OF
INCORPORATION RELATING TO THE STRUCTURE OF THE BOARD OF DIRECTORS

We are proposing an amendment to the certificate of incorporation of Merkert
American in the form attached to this proxy statement as Annex B, which will
accelerate the implementation of a three class staggered board. The Board of
Directors unanimously approved of this amendment. If the merger is not
completed for any reason, this amendment will not be effected, even if approved
by the stockholders. Stockholder approval of this amendment is a condition to
the completion of the merger. As a result, if stockholders do not approve
proposal two, the merger will not be completed unless Richmont Marketing and
Merkert American waive this condition. If this proposal is not approved and the
merger is nonetheless completed, the Board of Directors may expand the size of
the Board to nine members and fill the resulting vacancies with the new Board
members set forth below.

The amendment will effect changes to the structure and classification of
Merkert American's Board of Directors by amending Section 3 of Article IV of
the certificate of incorporation. In doing so, the size of the Board will be
increased and the resulting vacancies will be filled with new Board members.

Merkert American currently has a five member Board of Directors. This Board
is divided into two classes with staggered two-year terms. The current
certificate of incorporation also provides that the Board will convert to a
Board of Directors having three classes of directors with staggered three-year
terms after the first time that Class II Directors are elected.

The amendment proposes dividing the members of the Board into three classes
with staggered three-year terms. The amendment also enlarges the size of the
Board of Directors to nine members by naming nine individuals to serve as
directors when the amendment becomes effective. The amendment will only be
effected if the merger is completed, even if the stockholders approve this
proposal. The Class I Directors will serve for a term expiring at Merkert
American's 2000 annual meeting. The Class II Directors will serve for a term
expiring at Merkert American's 2001 annual meeting. The Class III Directors
will serve for a term expiring at Merkert American's 2002 annual meeting. The
directors of Merkert American following the merger will be as follows:

Class I Directors Timothy M. Byrd
Ronald D. Pedersen
James A. Schlindwein

Class II Directors Nick G. Bouras
Edward P. Grace, III
Gerald R. Leonard

Class III Directors James L. Monroe
John P. Rochon
Michael J. Merriman

The Board of Directors of Merkert American recommends a vote "for" the
proposed amendment relating to the structure of the Board of Directors.

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PROPOSAL THREE -- AMENDMENT TO MERKERT AMERICAN'S
CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE NAME

Subject to adoption of the merger agreement, as amended, by the
stockholders, we are proposing amending our certificate of incorporation in the
form attached to this proxy statement as Annex C to change the corporate name
of Merkert American Corporation to "Marketing Specialists Corporation"
following the merger. We have proposed the name change to capitalize on the
name recognition of "Marketing Specialists" in the food brokerage industry and
to describe more accurately the combined company's business. If the merger is
not completed for any reason, this amendment will not be effected, even if
approved by the stockholders.

The Board of Directors of Merkert American recommends a vote "for" the
amendment to change the corporate name to "Marketing Specialists Corporation."

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PROPOSAL FOUR -- AMENDMENT TO MERKERT AMERICAN'S AMENDED AND
RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN

The Board of Directors has voted to amend section 3 of the Amended and
Restated Merkert American 1998 Stock Option and Incentive Plan in the form of
the amendment attached to this proxy statement as Annex D, subject to approval
by the stockholders. The primary effect of the amendment will be to increase
the total number of shares underlying the plan immediately following the merger
from 976,040 to 1,847,762. If the merger is not completed for any reason, this
amendment will not be effected, even if approved by the stockholders.
Stockholder approval of this amendment is a condition to the completion of the
merger. As a result, if stockholders do not approve proposal four, the merger
will not be completed unless Richmont Marketing waives this condition.

The stock option plan currently contemplates that, following Merkert
American's initial public offering on December 18, 1998, the number of shares
of Merkert American common stock available for issuance under the plan will
equal 13% of the total number of shares of common stock outstanding as of
January 1 of each year. Unless amended, the stock option plan would have
976,040 shares of common stock available for issuance immediately following the
merger, which would represent only 6.9% of the total shares outstanding
following the merger. Even without the amendment, the number of shares
available would increase to 1,847,762 on January 1, 2000 if the merger is
completed.

In connection with the merger, Merkert American has agreed to issue options
to purchase 800,000 shares of Merkert American common stock to Richmont
Marketing employees and other individuals associated with Richmont Marketing.
This number may increase to 995,000 shares based on the market price of the
Merkert American common stock at the effective time of the merger. At the
current time, Merkert American has already issued options to purchase 736,500
shares of common stock under the plan. Unless the plan is amended, Merkert
American will not have enough shares available for issuance under the plan to
satisfy its obligations to issue options in the merger. The issuance of these
options is intended as a performance incentive for the officers, employees,
consultants and independent directors of the combined company to promote the
financial success and progress of the combined company following the merger.

The proposed amendment would increase the number of shares available for
issuance under the plan to 13% of the total number of shares of common stock
outstanding immediately following the merger, with increases each January 1
thereafter to take into account any subsequent increases in the number of
shares outstanding. This amendment will ensure that the number of shares
available for issuance under the plan will be 13% of the total number of shares
outstanding both immediately before and immediately after the completion of the
merger. Merkert American will then be able to issue stock options to
individuals who will become employees in connection with the merger.

In addition to increasing the number of shares available for issuance, the
amendment also establishes a fixed limit of 1,847,762 on the total number of
incentive stock options that may be issued under the plan and a limit of
250,000 on the maximum number of options that may be issued to any one
individual in any one calendar year who is subject to Section 162(m) of the
Internal Revenue Code.

Summary of the Plan

On May 20, 1998, the Board of Directors of Merkert American adopted, and the
stockholders approved, the initial stock option plan and on July 1, 1998 the
Board of Directors adopted, and the stockholders approved, the Amended and
Restated 1998 Stock Option and Incentive Plan. The plan is designed and
intended as a performance incentive for officers, employees, consultants and
independent directors to promote the financial success and progress of Merkert
American. Merkert American anticipates that providing these persons with a
direct stake in Merkert American's welfare will result in a closer
identification of their interests with those of Merkert American, stimulating
their efforts on behalf of Merkert American and strengthening their desire to
remain with Merkert American. All officers and independent directors are
eligible to participate in the plan.

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Currently, Merkert American has approximately 260 participants in the plan and,
following the merger, anticipates approximately 300 participants in the plan.

The following summary does not purport to be complete and is qualified in
its entirety by the plan.

Plan Administration; Eligibility. The plan is administered by the Board of
Directors or the compensation committee of the Board. All members of the
compensation committee must be "non-employee directors" 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 Internal Revenue Code
and the regulations promulgated under the Internal Revenue Code. In addition,
the plan permits the Board of Directors or the compensation committee to
delegate all or part of its or their duties to the Chief Executive Officer
regarding the granting of awards to employees who are not executive officers or
"covered employees" within the meaning of Section 162(m) of the Internal
Revenue Code.

The Board of Directors has delegated the administration of the plan to the
compensation committee. 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 plan. The compensation committee may permit
common stock, and other amounts payable pursuant to an award, to be deferred.
In these 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 plan will be those officers,
employees and other key persons, such as consultants, of Merkert American and
its subsidiaries who are responsible for or contribute to the management,
growth or profitability of Merkert American and its subsidiaries, as selected
from time to time by the compensation committee. Independent directors will
also be eligible for specific awards under the plan.

Stock Options. The plan permits the granting of (a) options to purchase
common stock intended to qualify as incentive stock options under Section 422
of the Internal Revenue Code and (b) options that do not so qualify. Only
employees of Merkert American 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 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 price must be paid in full either in
cash or by certified or bank check or other instrument acceptable to the
compensation committee. If the compensation committee permits, payment may also
be made by delivery of shares of common stock already owned by the optionee.
The exercise price may also be delivered to Merkert American by a broker
pursuant to irrevocable instructions to the broker from the optionee.

At the discretion of the compensation committee, stock options granted under
the plan may include a "re-load" feature. A re-load feature permits an optionee
exercising an option by the delivery of shares of common stock to 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

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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 Merkert American without dilution.

To qualify as incentive options, options must meet additional United States
federal tax requirements. Those requirements include 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 plan 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. Each independent director who is serving as a director of
Merkert American 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 that 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 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 non-qualified option will be the fair market value of
the common stock on the date of grant. Half of the non-qualified options
granted to independent directors shall vest upon the first anniversary of the
grant date, and the remaining half shall vest in equal annual installments over
the number of years remaining in each Director's term as of the first
anniversary of the date of grant. The options will terminate on the 10th
anniversary of the date of grant.

Stock Appreciation Rights. The compensation committee may award a stock
appreciation right either as a freestanding award or in tandem with a stock
option. Upon exercise of the right, 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 multiplied by the number of shares of common stock
regarding which the right is exercised. In the case of a freestanding right,
the price per share specified in that right, which price may not be less than
85% of the fair market value of the common stock on the date of grant, is used
instead of the exercise price per share. This amount may be paid in cash,
common stock, or a combination thereof, as determined by the committee. If the
right is granted in tandem with a stock option, exercise of the right cancels
the related option to the extent of that exercise.

Restricted Stock. The compensation committee may also award shares of common
stock to officers, other employees and key persons of Merkert American subject
to conditions and restrictions determined by the compensation committee. These
conditions and restrictions may include the achievement of performance goals
and continued employment with Merkert American through a specified restricted
period. The purchase price of shares of restricted stock will be determined by
the compensation committee. If the performance goals and other restrictions are
not attained, the employees will forfeit their awards of restricted stock.

Unrestricted Stock. The compensation 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 plan. 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 employees and key
persons.

Performance Share Awards. The compensation committee may also grant
performance share awards to employees or other key persons of Merkert American
entitling the recipient to receive shares of common stock upon the achievement
of individual or Merkert American performance goals and other conditions
determined by the compensation committee.

Dividend Equivalent Rights. The compensation 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 plan
may be paid currently or be deemed to be

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<PAGE>

reinvested in additional shares of common stock, which may 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 Merkert
American'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 compensation committee
will make appropriate adjustments in the maximum number of shares reserved for
issuance under the plan and to outstanding awards to reflect capital
restrictions, stock dividends, stock splits and similar events. In the event of
a merger, liquidation, sale of Merkert American or similar event, the
compensation committee, in its discretion, may provide for substitution or
adjustments of outstanding options and stock appreciation rights, or may
terminate all unexercised options and stock appreciation rights with or without
payment of cash consideration.

Amendments and Termination. The Board of Directors may at any time amend or
discontinue the plan and the compensation 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 action may be taken, however, which adversely
affects any rights under outstanding awards without the holder's consent.
Further, amendments to the plan shall be subject to approval by Merkert
American's stockholders if and to the extent required by the Securities
Exchange Act of 1934, as amended, to ensure that awards granted under the plan
are exempt under Rule 16b-3 promulgated under the Securities Exchange Act of
1934, or required by the Internal Revenue Code to preserve the qualified status
of incentive options.

Change in Control Provisions. The plan provides that in the event of a sale
of all or substantially all of the assets or common stock of Merkert American,
a merger or consolidation which results in a change in control or the
liquidation or dissolution of Merkert American, all stock options and stock
appreciation rights shall automatically become fully exercisable. In addition,
at any time before or after a change in control, the compensation committee may
accelerate awards and waive conditions and restrictions on any awards to the
extent it may determine appropriate. The proposed merger with Richmont
Marketing will not constitute a change in control under the plan.

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<PAGE>

NEW PLAN BENEFITS

Merkert American Amended and Restated 1998 Stock Option and Incentive Plan,
as amended

<TABLE>
<CAPTION>
Dollar Number
Name And Position Value ($) Of Units
- -----------------------------------------------------------------------------
<S> <C> <C>
Gerald R. Leonard, Chairman of the Board, Chief
Executive Officer and President....................... -- 60,000
Douglas H. Holstein, Chief Operating Officer and
President............................................. -- --
Joseph T. Casey, Chief Financial Officer............... -- --
Sidney D. Rogers, Jr., Chief Administrative Officer.... -- --
Glenn F. Gillam, Executive Vice President of Merkert
American Co., Inc..................................... -- --
Executive Group........................................ -- --
Non-Executive Director Group........................... -- 5,000
Non-Executive Officer Employee Group................... -- 405,000
</TABLE>

In connection with the completion of the merger, Merkert American will issue
options to purchase 395,000 shares of Merkert American common stock to persons
associated with Richmont Marketing. For additional information on these option
grants, please see the section of this proxy statement entitled "Proposal One--
Adoption of the Merger Agreement--The Merger Agreement--Merkert American Stock
Options to be Issued in the Merger."

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<PAGE>

PROPOSAL FIVE -- ELECTION OF DIRECTORS

Currently, the Board of Directors of Merkert American is divided into two
classes. Each class has a term of two years and the terms are staggered so that
each year, only one class of directors is elected.

At the special meeting in lieu of the annual meeting, the Merkert American
stockholders will elect two Class I directors to the Merkert American Board who
will serve until the earlier of the completion of the merger or the 2001 annual
meeting of stockholders and until their successors are elected and qualified to
serve. The Merkert American Board has nominated Gerald R. Leonard and James A.
Schlindwein as Class I Directors. The Board anticipates that each of the
nominees will serve, if elected, as a Director. If either person nominated by
the Merkert American Board is unable to accept election as a director; however,
the proxies will be voted for another person recommended by the Merkert
American Board.

The Board of Directors of Merkert American recommends a vote "for" Gerald R.
Leonard and James A. Schlindwein.

Mr. Leonard currently serves as a Class II director, with a term expiring at
the 2000 annual meeting of stockholders. If elected as a Class I director, he
will resign his Class II directorship and the Board of Directors will eliminate
the vacancy by reducing the size of the Board to four. In this way, Merkert
American can ensure that its two classes would be of equal size.

If the merger agreement, as amended, is adopted by the stockholders, the
Directors of Merkert American following the completion of the merger will be
the individuals listed under the section of this proxy statement entitled
"Management--Directors of the Surviving Company."

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<PAGE>

MERKERT AMERICAN CORPORATION

General

Merkert American Corporation was incorporated on March 4, 1998 to create a
leading food brokerage firm providing outsourced sales, merchandising and
marketing services to manufacturers, suppliers and producers of food products
and consumer goods. On December 18, 1998, we completed our initial public
offering of 4,400,000 shares of common stock at an offering price of $15.00 per
share. Simultaneously with the offering, we purchased in separate transactions
all of the issued and outstanding capital stock of Merkert Enterprises, Inc.,
and Rogers-American Company, Inc. As a result, each of Merkert Enterprises and
Rogers-American became a wholly-owned subsidiary of Merkert American. As of
March 31, 1999, we merged Rogers-American into Merkert Enterprises and changed
Merkert Enterprises' name to Merkert American Co., Inc. When we refer to our
business before December 18, 1998, we mean the business of each of Merkert
Enterprises and Rogers-American and of their subsidiaries. Before May 29, 1998,
Merkert American operated under the name Monroe, Inc.

We act as an independent sales and marketing representative. We sell grocery
and consumer products on behalf of manufacturers and coordinate the execution
of manufacturers' marketing programs with retailers and wholesalers. Our
principal source of revenues is commissions that we receive from manufacturers.
Our other activities include managing private label programs on behalf of
selected retailers. We represent more than 750 manufacturers and more than
70,000 food and non-food products and have business relationships with key
retailers in 25 states.

We now operate through three wholly owned subsidiaries, Merkert American
Co., Inc., United Brokerage Company and Buckeye Sales & Marketing, Inc.

As of December 31, 1998, we had 39 offices servicing retailers in 25 states.
In 1998, we had pro forma combined revenue of approximately $212.0 million and
pro forma combined net (loss) of approximately $(26.7) million exclusive of the
estimated effects of the integration activities and the elimination of specific
nonrecurring charges. See "Merkert American's Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Industry Overview

Food brokers serve manufacturers, retailers and food service providers for
both branded and private label products. Retail food brokers represent
approximately 3,200 manufacturers that sell to approximately 128,000 grocery
stores, including chain and independent supermarkets, convenience stores,
wholesale clubs and other stores and more than 700 wholesalers nationwide. The
industry includes the following three types of food brokers.

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.
They rely on retail food brokers to provide local market penetration,
integrated brand and category-management and access to local merchandising
data. Merkert American provides a full array of these services and generally
earns commissions in a range of approximately 3-4% of the manufacturer's net
sales to 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. Retail food brokers assist retailers by gathering and analyzing
demographic, consumer, and store sales information.

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<PAGE>

Retail store functions generally include execution of sales plans for
manufacturers' products at the store level. Retail food brokers assist 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.

We believe that the retail food brokerage industry is experiencing
significant consolidation. In the past 10 years, the number of food brokerage
firms has decreased from 2,500 to less than 1,000, while the number of sales
representatives employed by these firms increased from 35,000 to 42,000. Five
multi-regional food brokerage firms exist at the present time, including
Merkert American and Richmont Marketing, each with a market share of
approximately 3%. A number of the companies in the food brokerage industry,
including Merkert American and Richmont Marketing, have participated in the
trend towards consolidation by acquiring other food brokerage businesses.
Generally, the acquiring companies finance these transactions with debt and by
deferring the payment of a portion of the purchase price.

We believe 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, we believe 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.

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, inventory management and in-store delivery of
private label products.

Food Service Brokers. Food service providers include operators of
restaurants, schools 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.

Business Strategy

Our objective is to become one of the leading national providers of
outsourced sales, merchandising and marketing services to manufacturers,
retailers and food service providers throughout the United States. We seek to
increase our representation of existing manufacturers' product lines in new
geographic markets and non-supermarket trade channels, including mass
merchandisers, food service providers, membership warehouses, drug stores and
convenience stores.

We seek to utilize our marketing expertise and information technology to
develop and implement targeted consumer sales promotions for our manufacturers'
products. We also deploy category analysts who use local sales data to assist
retailers with shelf schematics, category layouts and total store space
management.

Between 1994 and 1998 Rogers-American and Merkert Enterprises acquired and
integrated 23 companies, adding coverage of new geographic markets and
expanding representation of manufacturers' product offerings within existing
markets.

In January 1999, we acquired Sell, Inc., a full service brokerage firm in
the Midwest. Sell, Inc. had revenues of approximately $9.6 million for the year
ended November 30, 1998. In April 1999, we acquired United Brokerage Company, a
full service brokerage firm in the Midwest, which had revenues of $9.8 million
for the year ended November 30, 1998. In July 1999, we acquired Buckeye Sales &
Marketing, Inc., a food brokerage company which operates in the Great Lakes
region of the United States. Buckeye Sales & Marketing had revenues of $5.5
million for the year ended September 30, 1998. Our strategic acquisition plan
includes the selection, acquisition and management of businesses in various
brokerage markets, including the retail food, food service and private label
markets.

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<PAGE>

Following the merger, the management of the combined company will determine
the business strategy for the combined company, which may differ from Merkert
American's historical goals and strategies.

Merkert American History

Merkert Enterprises, Inc. has operated as a food broker in the northeastern
and mid-Atlantic regions of the United States since 1950. In 1997, Merkert
Enterprises had total revenues of approximately $147.4 million and net losses
of $3.4 million. For the period from January 1, 1998 through December 18, 1998,
Merkert Enterprises had total revenues of $132.4 million and net losses of
$11.0 million, including restructuring charges of $6.0 million. Merkert
Enterprises principally derived its revenue from commissions it received from
manufacturers. Merkert Enterprises also managed private label programs on
behalf of selected retailers. Merkert Enterprises grew its revenues both
internally and through acquisitions. It has acquired and integrated six smaller
food brokers between 1994 and 1998. Merkert Enterprises financed those
acquisitions, in part, with debt and by deferring the payment of a portion of
the purchase price. Primarily as a result of those obligations, as well as a
substantial tax liability, Merkert Enterprises experienced losses and a working
capital deficit in recent years. The stockholders of Merkert Enterprises paid
this tax liability from cash otherwise payable to them in connection with our
acquisition of Merkert Enterprises.

Rogers-American operated as a food broker in the southeastern region of the
United States from 1934 until March 31, 1999. In 1997, Rogers-American had
total revenues of approximately $83.0 million and net income of $0.7 million.
For the period from January 1, 1998 through December 18, 1998, Rogers-American
had total revenues of $79.6 million and a net loss of $17.9 million.
Approximately $15.5 million of this loss resulted from non-recurring
compensation charges recorded in the fourth quarter of 1998 by Rogers-American
relating to the transfer of shares of Rogers-American common stock from the
principal stockholders to some minority stockholders and the distribution of
life insurance policies, including cash surrender values, distributed to some
stockholders of Rogers-American. In addition, approximately $900,000 of this
loss pertained to restructuring charges related to the cost of terminated
employees and closed offices and $1.0 million pertained to legal fees and other
liabilities incurred in connection with our purchase of Rogers-American.
Rogers-American derived substantially all of its revenues from commissions it
received from manufacturers. Rogers-American grew its revenues both internally
and through acquisitions. It acquired and integrated 15 smaller food brokers
between 1994 and 1998. Rogers-American financed those acquisitions, in part,
with debt and by deferring the payment of a portion of the purchase price.

Services and Operations

We have traditionally provided manufacturers with an array of sales,
marketing and administrative services and have been paid a commission by
manufacturers. In some cases, we have entered into "hybrid" arrangements with
manufacturers under which we provide less than full geographic coverage and
services. Commissions from full and hybrid services represented approximately
80% of our revenues for the period ended December 18, 1998 on a pro forma
basis. We provide the services and functions described below.

Full Services. We currently provide full services to most of the
manufacturers that we represent. The manufacturers generally pay us a
commission in the range of approximately 3-4% of the manufacturer's net sales
to retailers. In general, our business managers service their manufacturers
under these arrangements. The managers, customer service personnel and support
staff utilize information developed by us to assist manufacturers in devising
strategic sales plans and achieving merchandising goals. In addition, we use
retail information to develop customized marketing strategies. These strategies
include determining the assortment of current and new products to be offered
and promotions designed to increase revenues and profitability.

We also handle both order and some billing management services for
manufacturers. Our order management system enables us to perform all major
management functions relating to orders for goods from retailers to
manufacturers.

Our category management analysts and shelf space management analysts serve
as liaisons, linking us, business managers and manufacturer teams with retailer
teams. These retailer teams are comprised of

56
<PAGE>

headquarters account managers and retail merchandisers. These retail analysts
develop information from retail data collected by our teams and by outside
sources, including ACNielson Corp. and Information Resources, Inc. Business
managers use this information in developing strategies with manufacturers. The
retailer teams use this, as well as store-specific sales and demographic
information provided by these analysts, to implement sales and merchandising
strategies at the local level.

Headquarters account managers help execute sales plans developed by business
managers and manufacturers. Our retail merchandisers develop relationships with
store managers and in-store category managers and assist headquarters account
managers to execute sales plans for manufacturers' products. Our 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.

Hybrid Services. In response to increasing demand from manufacturers who are
outsourcing more of their retail services functions, we have begun using
"hybrid" agreements. Under these agreements, we provide only specified
services, geographic coverage and retailer coverage to a manufacturer.
Providing retail-only services is a common hybrid arrangement in the industry.
Retail-only services primarily include initial retail shelf set-ups and
subsequent store shelf space management. These services generally provide for
compensation equivalent to a commission of approximately 1% of the value of
product sales to the retailer.

Private Label. Our private label division, which accounted for approximately
18% of our revenues during 1998 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 retailers.

Store Supplies. Our store supplies division, which accounted for
approximately 2% of our revenues during 1998 on a pro forma basis, operates as
a distributor for Monarch Marking Systems, Inc. It sells price marking
equipment, labels and other related store supplies to retailers in New England
and metropolitan New York City. In addition, we sell a bio-degreaser product to
retailers' supermarket, meat and bakery departments, restaurants and other food
service customers directly and through local distributors.

Seasonality

Merkert American has experienced and expects to continue to experience
fluctuations in quarterly revenues and operating results as a result of
seasonal patterns as many retailers generate relatively lower revenues in
January, February, July and August. 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 Merkert American's business, financial condition and
results of operations. See "Merkert American's Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Information Technology

The application of information technology has become an increasingly
important element in the food brokerage industry. To provide manufacturers and
retailers with the most efficient and useful information and services, we have
invested in current retail information technology.

Electronic Data Interchange. The electronic data interchange system
streamlines order communications among food brokers, retailers and
manufacturers. An increasing number of manufacturers, retailers and food
brokers have integrated their systems with electronic data interchange. Orders
sent by electronic data interchange are transmitted on-line from the retailer
to us and entered automatically into our order databases. We review orders to
verify that quantities, product codes, pricing, pack sizes and promotions are
correctly submitted. We then place orders with manufacturers via electronic
data interchange. By reducing manual effort, the system significantly curtails
order input errors, expedites order processing and reduces the number of
personnel required to fulfill this function.

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<PAGE>

Retail Information. We utilize a retail reporting system to update
manufacturers with store-specific information regarding their products. Our
retail representatives record information on in-store merchandise conditions,
including product placement and pricing information. We then enter this
information into our retail reporting system. This system allows both us and
our manufacturers to easily access store-level information.

Local Area Network and Web Technology. We were among the first food brokers
to install a company-wide local area network and wide area network. These
networks enable us to provide on-line information to manufacturers and
retailers. We utilize the Internet and dedicated extra nets to disseminate this
information. We are developing an Internet site on the worldwide web to market
our services to potential manufacturers and retailers. Our on-line service
allows us to provide retailers and manufacturers 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 several large brokers serving multiple regions in
the United States. We act as the exclusive broker for the products of some
manufacturers only within specific geographic markets. Manufacturers typically
use multiple food brokers, divided by product line or geographic market. We
compete with other food brokers for the right to represent manufacturers'
product lines to retailers. 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 us,
employ sales personnel to sell directly to retailers and distributors.

We are one of the five largest food brokers in the United States and compete
with the nation's other multi-regional food brokers--Richmont Marketing,
Advantage Sales, Crossmark and Acosta-PMI. On a local and regional basis we
compete with Pezrow, Eastern Sales and Marketing and MAI. Some of our
competitors include alliances of smaller regional food brokers.

Employees

We have approximately 3,000 full and part-time employees. We believe that
our relationships with our employees are good. None of our employees is a
member of any labor union.

Properties

We own our executive offices located in Canton, Massachusetts. This facility
contains approximately 45,000 square feet of space. In addition, we maintain 32
sales offices in 25 states in the eastern region of the United States, 30 of
which are leased and two of which are owned. Our two owned sales offices, which
are also our largest, are as follows:

<TABLE>
<CAPTION>
Location Principal Usage Approximate Sq. Ft.
-------- --------------- -------------------
<S> <C> <C>
Charlotte, NC............................ Office 54,000
Canton, MA............................... Office 50,000
</TABLE>

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<PAGE>

We expect to sell both of these facilities to third parties. The third
parties will then lease these facilities back to us. Any net proceeds of the
sale of the Charlotte office will be distributed to some former Rogers-American
stockholders.

We believe that our properties are generally well maintained, in good
condition and are adequate for present needs. We believe that suitable
additional or replacement space will be available as required.

Legal Proceedings and Administrative Matters

The sellers of an acquired food brokerage business have filed an arbitration
demand against Merkert Enterprises alleging the breach of covenants contained
in the agreement with them. The sellers have claimed that these breaches have
caused the acceleration of payments to them of deferred purchase price and
employment-related obligations. The demand seeks an acceleration of the payment
of the deferred purchase price in the amount of approximately $7.4 million,
together with interest, costs and attorneys' fees. In addition, the sellers are
seeking termination of their employment with Merkert Enterprises for cause,
which termination would not relieve Merkert Enterprises of its liability under
employment agreements with the sellers and would render the non-competition and
confidentiality covenants null and void. The arbitration is currently pending
before the American Arbitration Association. In connection with the acquisition
of Merkert Enterprises, a portion of the cash purchase price was placed in
escrow to cover certain of the potential liabilities that could result from an
adverse outcome of this arbitration.

Merkert Enterprises is currently the subject of an audit concerning its
federal income tax returns for its fiscal years 1995, 1996 and 1997. In
connection with the acquisition of Merkert Enterprises, a portion of the cash
purchase price was placed in escrow to cover all or a portion of the
liabilities, if any, resulting from the audit. Merkert American does not
believe that the ultimate outcome of this audit will have a material adverse
effect on its financial condition or results of operations.

Merkert American is from time to time a party to litigation arising in the
ordinary course of business. Merkert American cannot guarantee that insurance
coverage will be adequate to cover all liabilities arising out of these claims.

Board of Directors

Our Board of Directors manages our business. The Board of Directors
currently consists of five persons. Our certificate of incorporation provides
that the Board of Directors is divided into two classes until the 2000 annual
meeting of stockholders. From and after that date, the Board of Directors will
be divided into three classes. At that time, the Class II Directors will be
elected for a two-year term, and the initial class of Class III Directors will
be elected for a three-year term. Our certificate of incorporation further
provides that at annual meetings following the election of Class III Directors,
each class of the Board of Directors will be elected for staggered three-year
terms upon the expiration of their then-current terms. Stockholders have no
right to cumulative voting in the election of Directors. Consequently, at each
annual meeting, the holders of a plurality of the voting power of the common
stock will be able to elect all of the successors of the class of Directors
whose terms expire at that meeting. For a description of the Board of Directors
following the merger, you should read the section entitled "Management--
Directors of the Surviving Company."

Meetings of Board of Directors and Committees

The term of each of the current Directors commenced upon completion of our
initial public offering on December 18, 1998. The Board of Directors has held
five meetings since the offering.

The Board of Directors has an audit committee and a compensation committee.
The audit committee, which consists of Messrs. Grace and Schlindwein, did not
meet in 1998. The audit committee recommends 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. The audit committee also reviews the
scope and results of the audit with

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<PAGE>

the independent accountants, reviews with management and the independent
accountants our year-end operating results, considers the adequacy of the
internal accounting procedures and considers the effect of these procedures on
the accountants' independence.

The compensation committee, which consists of Messrs. Grace and Schlindwein,
did not meet in 1998. The compensation committee reviews and recommends to the
Board of Directors the compensation arrangements for all Directors and
officers. It approves compensation arrangements for other senior level
employees and administers and takes any other action as may be required in
connection with the compensation and incentive plans of Merkert American. The
compensation committee also determines the number of options granted or shares
of common stock issued to eligible persons under our stock option plan and
prescribes the terms and provisions of each grant made under the stock option
plan. In addition, the compensation committee interprets the stock option plan
and grants under it, and establishes, amends and revokes rules and regulations
for administration of the 1998 stock option plan.

Merkert American does not have a standing nominating committee. The full
Board of Directors performs that function.

Compensation of Directors

Employee Directors do not receive compensation for their services on the
Board of Directors or any Board committee. Each Director who is not an employee
of Merkert American receives an annual fee of $25,000. In addition, upon
completion of Merkert American's initial public offering, each independent
Director then serving was granted an option to purchase 20,000 shares of common
stock at an exercise price equal to the initial public offering price of $15.00
per share. Under Merkert American's stock option plan, each independent
Director elected following the initial public offering is entitled to receive
an initial 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 on the fifth business day after each annual meeting of
stockholders, beginning with the 1999 annual meeting, will receive an option to
purchase 5,000 shares of common stock.

In addition, the independent Director who serves as chairman of the audit
committee received options to purchase an additional 5,000 shares of common
stock upon completion of the offering and will receive options to purchase 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 our stock option plan vest 50%
upon the first anniversary of the grant date and 50% in equal annual
installments over the number of years remaining in each Director's term as of
the first anniversary of the grant date, will terminate upon the tenth
anniversary of the grant date and have an exercise price per share equal to the
fair market value of the common stock on the grant date.

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

Executive Compensation

The following sections set forth and discuss the compensation paid or
awarded during the last fiscal year to Merkert American's chief executive
officer and each of the other executive officers named in the table below.
Since Merkert American paid no compensation before the completion of its
initial public offering on December 18, 1998, most of the compensation reported
in these sections was paid by Merkert Enterprises and Rogers-American before
their acquisition by Merkert American on December 18, 1998.

60
<PAGE>

Summary Compensation Table

The following table shows the 1998 compensation paid by Merkert American,
including compensation paid by Merkert Enterprises and Rogers-American before
December 18, 1998, to the chief executive officer and each of the named
executive officers.

<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Securities
Underlying All
Options/ Other
Name and Principal Position(l) Year Salary($) Bonus($) SARs(#) Compensation($)
- ------------------------------ ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Gerald R. Leonard(2).... 1998 $370,820 $ -- 40,000 $11,208
Chairman, Chief
Executive Officer and
President
Douglas H. Holstein..... 1998 275,866 -- 50,000 72,708(3)
Chief Operating Officer
Joseph T. Casey(4)...... 1998 214,945(5) -- -- --
Chief Financial Officer
Sidney D. Rogers, Jr. .. 1998 201,667 -- 70,000 3,583
Chief Administrative
Officer and Secretary
Glenn F. Gillam......... 1998 268,333 100,000 100,000 10,927
President of Merkert
American Co., Inc.
</TABLE>
- --------
(1) Each of the named executive officers commenced employment with Merkert
American on December 18, 1998 upon completion of Merkert American's initial
public offering.
(2) Mr. Leonard entered into a new employment agreement with Merkert American
on April 28, 1999, which becomes effective on completion of the merger.
That agreement provides for a five-year term and a continued base salary of
$450,000. Mr. Leonard will receive an option to purchase 60,000 shares of
Merkert American common stock upon the completion of the merger.
(3) Includes a cash bonus of $71,683 which relates to services rendered by Mr.
Holstein to Rogers-American prior to its acquisition by Merkert American
and was paid in connection with the acquisition.
(4) Mr. Casey entered into an employment agreement with Merkert American on
April 28, 1999. That agreement provides for an annual base salary of
$250,000. Mr. Casey also received an option to purchase 50,000 shares of
Merkert American common stock.
(5) Includes $200,000 paid to Mr. Casey for consulting services rendered to
Merkert American in connection with the purchases of Merkert Enterprises
and Rogers-American and the initial public offering.

61
<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth the options granted in 1998 to the chief
executive officer and each of the named executive officers:

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Percent of Annual Rates of
Number of Total Share Price
Shares Options Exercise Appreciation for
Underlying Granted to or Base Option Term
Options Employees in Price Expiration --------------------
Name Granted Fiscal Year ($/share) Date 5% 10%
---- ---------- ------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gerald R. Leonard
December 1998.......... 40,000 11.5% $11.25 12/08 $ 283,200 $717,200
Douglas H. Holstein
November 1998.......... 30,000 11.25 11/08 212,250 537,888
December 1998.......... 20,000 14.4% 15.00 12/08 188,668 478,122
Joseph T. Casey......... -- -- -- -- -- --
Sidney D. Rogers, Jr.
November 1998.......... 50,000 11.25 11/08 353,750 896,480
December 1998.......... 20,000 20.2% 15.00 12.08 188,668 478,122
Glenn F. Gillam
November 1998.......... 75,000 11.25 11/08 530,625 1,344,720
December 1998.......... 25,000 28.8% 15.00 12/08 235,835 597,653
</TABLE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

The following table sets forth information concerning the number and value
of unexercised options to purchase shares of Merkert American's common stock
held by the chief executive officer and each of the named executive officers
who held options at December 31, 1998. None of the persons listed below
exercised any stock options during 1998.

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Shares December 31, 1998(#) December 31, 1998($)(1)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald R. Leonard....... -- -- -- 40,000 -- $155,000
Douglas H. Holstein..... -- -- -- 50,000 -- 118,750
Joseph T. Casey......... -- -- -- -- -- --
Sidney D. Rogers, Jr.... -- -- -- 70,000 -- 196,250
Glenn F. Gillam......... -- -- -- 100,000 -- 293,750
</TABLE>
- --------
(1) These values have been calculated based upon the closing sale price of
Merkert American's common stock, as reported by the Nasdaq National Market,
on December 31, 1998, or $15.125, less the applicable exercise price.

Report of the Compensation Committee of the Board of Directors on Executive
Compensation

Before the purchases of Merkert Enterprises and Rogers-American and the
initial public offering on December 18, 1998, Merkert American did not have a
compensation committee and Merkert American's sole Director made all decisions
concerning compensation of executive officers.

Before the completion of the initial public offering, we did not compensate
our only executive officer, Mr. Monroe. In connection with the completion of
the initial public offering, Mr. Monroe resigned as an executive officer of
Merkert American and we entered into employment agreements with the individuals
who currently serve as executive officers. These employment agreements
established the salaries of the chief

62
<PAGE>

executive officer and other executive officers at levels negotiated with
representatives of Merkert Enterprises and Rogers-American in connection with
the purchases of Merkert Enterprises and Rogers-American. Additionally, in
connection with the closing of the initial public offering, Merkert American
granted some of its executive officers options to acquire shares of Merkert
American common stock.

Since the initial public offering, the responsibility for the establishment
and administration of executive compensation policies has been delegated to the
compensation committee of the Board of Directors. Over the next year, the
compensation committee intends to formulate compensation policies concerning
the executive officers. In general, the compensation committee believes that we
should utilize base salary, incentive bonuses and equity incentives as the
three basic components of executive compensation. The compensation committee
also believes that executive compensation should be structured so as to align
the interests of executive management with the long-term interests of our
stockholders.

Compensation Committee

James A. Schlindwein, Chairman
Edward P. Grace, III

Employment and Non-competition Agreements with Executive Officers

On December 18, 1998 each of Messrs. Leonard, Holstein, Rogers and Gillam
entered into employment and non-competition agreements with Merkert American.
Mr. Leonard's agreement provides for a base salary of $400,000. Mr. Holstein's
agreement provides for a base salary of $300,000. Mr. Rogers' agreement
provides for a base salary of $195,000. Mr. Gillam's agreement provides for a
base salary of $300,000. Each employment and non-competition agreement is for a
term of three years, and unless terminated by Merkert American or the executive
officer, the term will continue after that time. In the event of termination of
employment by Merkert American without cause, the executive officer is entitled
to receive from Merkert American continuation of his then current base salary
until the later of expiration of the initial term or twelve months from the
date of termination of employment and is also entitled to receive from Merkert
American continuation of health plan benefits and automobile benefits until the
expiration of the initial term.

As of April 1999, the compensation committee increased Mr. Leonard's base
salary to $450,000. Mr. Leonard entered into a new employment agreement with
Merkert American on April 28, 1999, which became effective upon the
consummation of the merger. That agreement provides for a five-year term and a
continued base salary of $450,000. Mr. Leonard will receive an option to
purchase 60,000 shares of Merkert American common stock upon the completion of
the merger. The exercise price of the options will be equal to the greater of
(1) the fair market value at the date of grant and (2) $13.50. If his
employment is terminated, Mr. Leonard will receive his salary, health benefits
and other benefits until the later of (1) the expiration of the five-year term
or (2) the date 12 months after the date of termination.

Mr. Casey entered into an employment agreement with Merkert American on
April 28, 1999. That agreement provides for a three-year term and an annual
base salary of $250,000. Mr. Casey also received an option to purchase 50,000
shares of Merkert American common stock with an exercise price of $11.00 per
share. If his employment is terminated, Mr. Casey will receive his salary,
health benefits and other benefits until the later of (1) the expiration of the
three-year term or (2) the date 12 months after the date of termination.

63
<PAGE>

Stockholder Return Performance Graph

The following graph compares, during the period commencing December 15,
1998, the first day that Merkert American common stock was traded on Nasdaq and
ending December 31, 1998, the cumulative total stockholder return on Merkert
American's common stock, based on the market price of Merkert American's common
stock and assuming reinvestment of dividends, with the total return assuming a
$100 investment in Merkert American's common stock, a composite of the peer
issuers and the Wilshire 5000 Index on December 15, 1998. The comparisons in
this graph are historical, reflect only nine days of trading activity, and are
not intended to forecast or be indicative of possible future performance of
Merkert American's common stock.

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
12/15/98(1) 12/31/98
----------- --------
<S> <C> <C>
Wilshire Small Cap Index $100.00 $107.60
Peer Group(2) $100.00 $103.40
MAC $100.00 $100.80
</TABLE>
- --------
(1) The beginning measurement point is established by the market close on
December 15, 1998, the first day on which Merkert American's common stock
was publicly traded.
(2) The peer issuer group consists of eleven food manufacturers, retailers and
distributors. The portion of the $100 deemed to be invested in each
component issuer of the group is proportional to its stock market
capitalization at the beginning of the measurement period. Because
information regarding the number of outstanding shares of each issuer as of
the date closest to September 30, 1998 as reported in such issuer's
quarterly or annual reports was multiplied by the market close of its
common stock on December 15, 1998 to arrive at the stock market
capitalization used for purposes of apportioning the original investment of
$100 among the component issuers.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial
ownership of Merkert American's common stock as of June 25, 1999, by

. each person known by Merkert American to beneficially own 5% or more of
the outstanding shares of its common stock,

. each director and the executive officer named below,

. all directors and executive officers as a group and

. each person who is proposed to be a director upon completion of the
merger.

64
<PAGE>

Except as otherwise indicated, Merkert American believes that the beneficial
owners of the common stock listed below, based on information furnished by
these owners, have sole investment and voting power relating to these shares,
subject to community property laws where applicable.

<TABLE>
<CAPTION>
Percentage of
Number of Shares Beneficially Owned
Shares ---------------------------------------------
Beneficially Pre-Merger Pre-Merger Post-Merger Post-Merger
Name of Beneficial Owner(l) Owned(2) Equity Voting(3) Equity Voting(3)
- --------------------------- ------------ ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gerald R. Leonard(4).... 281,196 3.7% 3.2% 2.0% 1.7%
Sidney D. Rogers,
Jr.(5)................. 5,079 * * * *
Glenn F. Gillam(6)...... 4,325 * * * *
Edward P. Grace,
III(7)................. 55,045 * * * *
Douglas H. Holstein(8).. 10,000 * * * *
Joseph T. Casey(9)...... 68,805 * * * *
James L. Monroe(10)..... 1,105,076 14.7% 12.5% 7.8% 6.5%
James A.
Schlindwein(11)........ 480,819 6.4% 6.7% 3.4% 3.5%
Alliance Capital Manage-
ment L.P.(12)
1290 Avenue of Americas
New York, NY 10104...... 447,000 6.0% 6.2% 3.1% 3.2%
Friess Associates,
Inc.(13)
115 E. Snow King
Jackson, WY 83001....... 405,000 5.4% 5.6% 2.8% 2.9%
Merkert Enterprises,
Inc.(14)
Employee Stock Ownership
Trust
490 Turnpike Street
Canton, MA 02021........ 473,319 6.3% 6.6% 3.3% 3.4%
Eugene F. Merkert(15)
2359 South Ocean Boule-
vard
Highland Beach, FL
33487.................. 445,492 5.9% 6.2% 3.1% 3.2%
Richmont Marketing Spe-
cialists Inc.(16)
17855 North Dallas Park-
way, Suite 200
Dallas, TX 75287........ 1,275,823 17.0% 17.7% -- --
Monroe & Company,
LLC(17)
8 Cedar Street, Suite
54A
Woburn, MA 01801........ 527,110 7.0% 5.9% 3.1% 3.0%
JLM Management, LLC(18)
8 Cedar Street, Suite
54A
Woburn, MA 01801........ 550,444 7.3% 6.2% 3.2% 3.2%
John P. Rochon(19)(20)
17855 West Dallas Park-
way
Dallas, TX 75287........ -- * * * *
Ronald D.
Pedersen(16)(19)
17855 West Dallas Park-
way
Dallas, TX 75287........ -- * * 8.9% 9.0%
Timothy M.
Byrd(16)(19)(20)
17855 West Dallas Park-
way
Dallas, TX 75287........ -- * * * *
Nick G. Bouras(19)(20)
17855 West Dallas Park-
way
Dallas, TX 75287........ -- * * * *
Richard S. Strong(21)
100 Heritage Reserve
Menomonee Falls, WI
53051 ................. 718,950 10.0% 10.0% 5.1% 5.2%
Strong Capital Manage-
ment Inc.(21)
100 Heritage Reserve
Menomonee Falls, WI
53051 ................. 718,950 10.0% 10.0% 5.1% 5.2%
Michael J. Merriman(19)
650 Alpha Drive
Cleveland, OH 44143..... -- -- -- -- --
All directors and execu-
tive officers as a
group
(9 persons)............. 2,010,345 26.8% 24.0% 14.1% 12.4%
</TABLE>
- --------
* less than 1%

65
<PAGE>

(1) Unless otherwise indicated, the mailing address for each stockholder and
director is c/o Merkert American, 490 Turnpike Street, Canton,
Massachusetts 02021.
(2) Beneficial ownership is determined under 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 report are deemed outstanding, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
(3) Columns entitled "Voting" indicate the percentage of the aggregate voting
power of outstanding Merkert American common stock and restricted common
stock held by the applicable stockholder. Each share of common stock is
entitled to one vote. Each share of restricted common stock is entitled to
1/10 of a vote.
(4) Includes 4,275 shares of common stock held by Merkert Enterprises, Inc.
Employee Stock Ownership Trust and allocable to Mr. Leonard. Includes
44,760 shares of restricted common stock, which shares are convertible
into shares of common stock in specific circumstances. Includes an
aggregate of 55,044 shares held by The Corrie E. Leonard Irrevocable Trust
and The Kevin M. Leonard Irrevocable Trust, for which Mr. Leonard serves
as a trustee. Mr. Leonard disclaims beneficial ownership of the shares of
common stock held by such trusts. Includes 151 shares of common stock held
in escrow by State Street Bank and Trust Co. Excludes 40,000 shares
subject to options not exercisable within 60 days.
(5) Includes 3,280 shares held by the Merkert Enterprises, Inc. Employee Stock
Ownership Trust and allocable to Mr. Rogers. Excludes 70,000 shares
subject to options not exercisable within 60 days.
(6) Includes 3,925 shares held by the Merkert Enterprises, Inc. Employee Stock
Ownership Trust and allocable to Mr. Gillam. Excludes 100,000 shares
subject to options not exercisable within 60 days.
(7) Includes 43,855 shares of common stock and 11,190 shares of restricted
common stock, which shares are convertible into shares of common stock in
specific circumstances. Excludes 20,000 shares subject to options not
exercisable within 60 days.
(8) Excludes 50,000 shares subject to options not exercisable within 60 days.
(9) Includes 54,818 shares of common stock and 13,987 shares of restricted
common stock, which shares are convertible into common stock in specific
circumstances. Excludes 50,000 shares subject to options not exercisable
within 60 days.
(10) Includes 415,210 shares of common stock and 111,900 shares of restricted
common stock, which shares are convertible into shares of common stock in
specific circumstances, that are held by Monroe & Company, LLC. Mr. Monroe
is the sole manager of Monroe & Company, LLC. Includes 438,544 shares of
common stock and 111,900 shares of restricted common stock, which shares
are convertible into shares of common stock in specific circumstances,
held by JLM Management of which Mr. Monroe is the sole manager. Includes
21,927 shares of common stock and 5,595 shares of restricted common stock,
which shares are convertible into shares of common stock in specific
circumstances, held by Sandra Monroe, Mr. Monroe's spouse. Excludes 20,000
shares subject to options not exercisable within 60 days.
(11) Includes 473,319 shares held by the Merkert Enterprises, Inc. Employee
Stock Ownership Trust, of which Mr. Schlindwein is the trustee. Mr.
Schlindwein disclaims beneficial ownership of these shares. Excludes
25,000 shares subject to options not exercisable within 60 days.
(12) Beneficial ownership information is based on the Schedule 13G filed by
Alliance Capital Management L.P., AXA, AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, AXA Conseil Vie Assurance Mutuelle, AXA
Courtage Assurance Mutuelle and The Equitable Companies Incorporated on
February 16, 1999.
(13) Beneficial ownership information is based on the Schedule 13G filed by
Friess Associates, Inc. on January 25, 1999.
(14) Beneficial ownership information is based on the Schedule 13G filed by the
Merkert Enterprises, Inc. Employee Stock Ownership Trust on December 29,
1998.
(15) Beneficial ownership information is based on the Schedule 13G filed by
Eugene F. Merkert, Robert Q. Crane, Tuyet Merkert, the Eugene F. Merkert
1984 Revocable Trust and the Eugene F. Merkert 1991 Charitable Remainder
Unitrust on February 16, 1999.
(16) Under the terms of a voting agreement, dated April 28, 1999, Monroe &
Company, LLC, Joseph T. Casey, Glenn F. Gillam, Douglas H. Holstein,
Gerald R. Leonard, Sidney D. Rogers, Jr. Thomas R.

66
<PAGE>

Studer, JLM Management, Sandra Monroe, Sean P. Spaulding, Robert Doehler,
Edward P. Grace, III, Jo-Anne Collins and James Philipkosky granted an
irrevocable proxy coupled with an interest to Richmont Marketing and its
chief executive officer, Ronald D. Pedersen, and chief financial officer,
Timothy M. Byrd, to vote their shares solely in favor of the merger and
against any action which would impede the merger. This voting agreement
will terminate upon the earlier of (1) the completion of the merger or (2)
the termination of the merger agreement under its terms. Mr. Byrd and Mr.
Pedersen disclaim beneficial ownership of these shares.
(17) Includes 415,210 shares of common stock and 111,900 shares of restricted
common stock, which shares are convertible into shares of common stock in
specific circumstances. Mr. Monroe is a member of and the sole manager of
Monroe & Company, LLC.
(18) Includes 438,544 shares of common stock and 111,900 shares of restricted
common stock, which shares are convertible into shares of common stock in
specific circumstances. Mr. Monroe is the sole manager of JLM Management,
LLC.
(19) These individuals are proposed to become directors of Merkert American if
the merger is completed.
(20) After the merger is completed, Messrs. Rochon, Bouras and Byrd may be
deemed to share beneficial ownership of 4,023,330 shares of Merkert
American common stock owned by MS Acquisition Limited by virtue of their
status as stockholders in the corporation which is the managing general
partner of Richmont Capital Partners I, L.P., which indirectly controls
MS Acquisition Limited. Messrs. Rochon, Bouras and Byrd disclaim
beneficial ownership of these shares.
(21) Beneficial ownership information is based on the Schedule 13G filed by
Strong Capital Management, Inc. on June 10, 1999. According to the
Schedule 13G, Strong Capital Management, Inc. has sole voting power of
507,950 shares of common stock and sole dispositive power of 718,950
shares of common stock. Richard S. Strong is the Chairman of the Board
and the principal stockholder of Strong Capital Management, Inc.

Certain Relationships and Related Transactions

For a description of related transactions that will occur in connection
with the merger, please see "Proposal One--Adoption of the Merger Agreement--
Interests of Officers and Directors of Merkert American in the Merger."

Simultaneously with the completion of its initial public offering on
December 18, 1998, Merkert American separately purchased all of the issued and
outstanding capital stock of each of Merkert Enterprises and Rogers-American.
Under the stock purchase agreement with Merkert Enterprises, Merkert American
paid the stockholders of Merkert Enterprises aggregate consideration of $31.0
million in cash and 1,166,667 shares of common stock. Under the stock purchase
agreement with Rogers-American, Merkert American paid the stockholders of
Rogers-American cash in the aggregate amount of $25.6 million.

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

In connection with the purchases, the following former stockholders of each
of Merkert Enterprises and Rogers-American became directors and/or executive
officers of Merkert American and received the indicated consideration:

<TABLE>
<CAPTION>
Shares of
Cash Common Stock
---------- ------------
<S> <C> <C>
Gerald R. Leonard................................... $ 89,049 5,974*
Douglas H. Holstein................................. 3,700,000 0
Sidney D. Rogers, Jr................................ 73,369* 4,979*
Marty D. Carter..................................... 1,250,000 0
Glenn F. Gillam..................................... 63,753* 3,925*
</TABLE>
- --------
* Includes cash and shares paid to the Merkert Enterprises, Inc. Employee
Stock Ownership Trust and allocable to these individuals.

67
<PAGE>

In addition, Merkert American paid specific expenses incurred by these
individuals in connection with the purchases.

As a result of negotiations between the stockholders of Rogers-American and
Merkert American regarding the purchase of Rogers-American, Messrs. Holstein
and Carter each will receive 10% of any net proceeds resulting from the
expected sale to a third party of the Charlotte, North Carolina property that
was the headquarters of Rogers-American. Messrs. Holstein and Carter will
receive cash bonuses in an amount equal to approximately $266,000 for Mr.
Holstein and $95,000 for Mr. Carter based upon income tax refunds receivable
held by Merkert American. Merkert American also has paid cash bonuses to
Messrs. Holstein and Carter, accrued by Rogers-American before the purchase, of
$71,683 for Mr. Holstein and $55,644 for Mr. Carter.

In connection with the purchase, we used a portion of the net proceeds of
the offering and the net available borrowings under the credit facility to fund
the buyouts of two Merkert Enterprise employees and stockholders. Eugene F.
Merkert received a cash payment of $876,929 and Robert Q. Crane received a cash
payment of $583,900. In connection with those buyouts, we are also providing
family health insurance benefits and disability insurance coverage for three
years to Mr. Merkert and transferred one automobile to each of Messrs. Merkert
and Crane.

Monroe & Company, LLC, is party to a consulting agreement with Merkert
American which provides that Monroe & Company, LLC will provide business
consulting, financial advisory and investment banking services to Merkert
American on an exclusive basis for three years. James L. Monroe, a director of
Merkert American, is a member and sole manager of Monroe & Company, LLC.

Under the consulting agreement, Merkert American will pay Monroe & Company,
LLC a financial advisory fee equal to 5% of any consideration paid by Merkert
American in connection with any transaction which results in the merger,
consolidation or combination of Merkert American and a third party, the
acquisition by Merkert American of the capital stock or assets of a third party
or Merkert American enters a joint venture with any third party, determined as
follows:

. 5% of the consideration paid up to $1 million, plus

. 4% of the consideration paid in excess of $1 million and up to $2
million, plus

. 3% of the consideration paid in excess of $2 million and up to $3
million, plus

. 2% of the consideration paid in excess of $3 million and up to $4
million, plus

. 1% of the consideration paid in excess of $4 million.

Under the consulting agreement, Monroe & Company, LLC was also paid a fee
(amounting to approximately $562,000) equal to 0.75% of the principal amount
committed under a senior credit facility. Merkert American will pay Monroe &
Company, LLC an additional fee upon increases in the amount of the credit
facility or upon the refinancing of the credit facility with a new lender
during the term of the consulting agreement. Monroe & Company, LLC is also
entitled to consulting fees based on projects and fee schedules to be mutually
agreed upon by Monroe & Company, LLC and the independent directors of Merkert
American. Merkert American has agreed to indemnify Monroe & Company, LLC
against some liabilities. If the parties complete the merger, this agreement
will be superceded by a new advisory agreement, which is described in more
detail in "Proposal One--Adoption of the Merger Agreement--Other Related
Agreements--Joint Advisory Agreement."

Monroe and Company, LLC is a member and the sole manager of Monroe & Company
II, LLC and Mr. Grace, one of our directors, is also a member of Monroe &
Company II, LLC, which provided Merkert American with advice and expertise
regarding the purchases and the offering. Expenses paid by Merkert American
before the offering were financed with funds advanced to Merkert American by
Monroe & Company II, LLC. Outstanding advanced amounts bore interest at the
applicable federal rate in effect under Section

68
<PAGE>

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. Monroe &
Company II, LLC advanced approximately $800,000 to Merkert American for these
expenses. Merkert American repaid the advanced amounts plus interest to Monroe
& Company II, LLC upon completion of the initial public offering. Effective
June 1, 1999, Monroe & Company II, LLC distributed all of the shares of common
stock and restricted common stock of Merkert American held by it to its members
pro rata in accordance with their ownership interests.

In April 1998, Mr. Leonard, Chairman of the Board, Chief Executive Officer
and President of Merkert American, purchased 275,222 shares of Merkert American
common stock for an aggregate purchase price of $1,500,000. The purchase price
for this stock was paid by a promissory note from Mr. Leonard to Merkert
American in the principal amount of $1,500,000. The note provides that amounts
outstanding under it 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 note are
secured by a pledge of 53,601 shares of common stock and 44,760 shares of
restricted common stock under a stock pledge agreement. The note is a recourse
obligation of Mr. Leonard regarding the sum of the outstanding principal amount
from time to time less $750,000, but not less than $0, plus one-half of the
accrued and unpaid interest at such time.

Merkert American, Monroe & Company II, LLC and Mr. Leonard are parties to a
registration rights agreement. Effective June 1, 1999, upon Monroe & Company
II, LLC's distribution mentioned above, the members of Monroe & Company, LLC
succeeded to the registration rights of Monroe & Company II, LLC. The members
of Monroe & Company II, LLC and Mr. Leonard have the right, subject to specific
restrictions, beginning on June 16, 1999, to cause Merkert American to effect a
registration of their shares of common stock under the Securities Act of 1933,
on not more than two occasions. These holders also have "piggyback"
registration rights which are triggered if we register any securities on our
own account or for security holders exercising their registration rights. If
the parties complete the merger, these holders will enter into an amended
registration rights agreement with Merkert American which is described in more
detail in "Proposal One--Adoption of the Merger Agreement--Other Related
Agreements--Registration Rights Agreement."

We also have a registration rights agreement with the former stockholders of
Merkert Enterprises, including Messrs. Leonard, Gillam, Rogers, Merkert, Crane
and the Merkert Employee Stock Ownership Trust. Those stockholders have
"piggyback" registration rights, subject to specific restrictions, to include
their shares of common stock received in the Merkert Enterprise acquisition in
the registration statement in the event Merkert American registers any of its
securities under the Securities Act.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our executive officers and directors and beneficial owners of more than 10%
of its common stock are required under Section 16(a) of the Exchange Act to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Copies of those reports must also be furnished to Merkert
American. Based solely on a review of the copies of reports furnished to
Merkert American, and written representations from certain reporting persons
that no other reports were required, Merkert American believes that during 1998
no person who was a director, executive officer or beneficial owner of more
than 10% of the common stock failed to file on a timely basis all reports
required by Section 16(a) except:

(1) Mr. Casey inadvertently failed to timely file a Form 3 following his
appointment as an executive officer of Merkert American on December 18,
1998;
(2) Mr. Gillam inadvertently failed to timely report his purchase of 400
shares of common stock through the initial public offering's reserved
share program;
(3) Mr. Rogers inadvertently failed to timely report his purchase of 100
shares of common stock through the initial public offering's reserved
share program; and
(4) Mr. Schlindwein inadvertently failed to timely report his purchase of
7,500 shares of common stock in connection with the initial public
offering.

Messrs. Casey, Gillam, Rogers and Schlindwein subsequently filed or amended
the required form.

69
<PAGE>

SELECTED FINANCIAL DATA FOR MERKERT AMERICAN
(in thousands, except share and per share amounts)

Selected Consolidated Financial Data for Merkert American Corporation

In the table below, we provide you with selected consolidated financial data
for Merkert American and its subsidiaries for the year ended December 31, 1998
and the three months ended March 31, 1999. We derived the consolidated
statement of operations data for the period from inception (March 4, 1998)
through December 31, 1998 and the consolidated balance sheet data at March 31,
1998 and December 31, 1998 from the consolidated financial statements of
Merkert American which were audited by Arthur Andersen LLP, independent
auditors and are included elsewhere in this proxy statement. We derived the
consolidated income data for the three months ended March 31, 1999 and the
consolidated balance sheet data at March 31, 1999 from unaudited consolidated
financial statements also included elsewhere in this proxy statement. We
derived the unaudited consolidated financial statements on a basis consistent
with our audited financial statements of Merkert American and, in the opinion
of management, they include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of our consolidated
financial position and results of operations of Merkert American for the period
presented. The consolidated results of operations for the three months ended
March 31, 1999 are not necessarily indicative of results for the year ending
December 31, 1999 or any future period. We encourage you to review our
Unaudited Pro Forma Combined Financial Statements and the notes thereto and the
Merkert Enterprises and Rogers-American financial statements and the notes
thereto included elsewhere in this proxy statement. The financial data
presented below are qualified by reference to the consolidated financial
statements included elsewhere in this proxy statement and should be read in
conjunction with those financial statements and their accompanying notes and
"Merkert American Management's Discussion and Analysis of Financial Condition
and Results of Operations."

<TABLE>
<CAPTION>
Period from
Inception to Three Months
December 31, Ended March 31,
1998 1999
------------ ---------------
(unaudited)
<S> <C> <C>
Statement of Operations Data:
Commissions................................... $ 5,975 $ 43,876
Sales......................................... 2,420 12,749
---------- ----------
Revenues.................................... 8,395 56,625
Operating (loss) income....................... (1,187) 5,155
Net (loss) income............................. (1,466) 1,832
Net income (loss) per share--basic............ $ (0.78) $ 0.25
========== ==========
Weighted average shares--basic................ 1,891,000 7,447,000
========== ==========
Net income (loss) per share--diluted.......... $ (0.78) $ 0.25
========== ==========
Weighted average shares--diluted.............. 1,891,000 7,447,000
========== ==========
</TABLE>

<TABLE>
<CAPTION>
March 31, December 31, March 31,
1998 1998 1999
--------- ------------ ---------
<S> <C> <C> <C>
Balance Sheet Data:
Total assets.............................. $789 $188,410 $192,784
Long-term obligations..................... -- 74,919 75,553
Total stockholders' equity................ -- 72,595 78,473
</TABLE>

70
<PAGE>

Selected Financial Data for Merkert Enterprises and Rogers-American
(Predecessor Companies)

In the tables below, we provide you with selected consolidated statements of
operations data for each of the four years ended December 31, 1994 (unaudited),
1995, 1996 and 1997, for the period ended December 18, 1998 and for the three
months ended March 31, 1999 (unaudited) and consolidated balance sheet data at
December 31, 1993 (unaudited), 1994 (unaudited), 1995, 1996 and 1997 and at
March 31, 1998. The selected consolidated statements of operations data for the
years ended December 31, 1995, 1996 and 1997 and for the period ended March 31,
1999, and the balance sheet data at December 31, 1995, 1996 and 1997 are
derived from consolidated financial statements of each of Merkert Enterprises
and Rogers-American which have been audited by Arthur Andersen LLP, independent
auditors. We have included the 1996, 1997 and 1998 financial statements
elsewhere in this proxy statement. We derived the selected financial
information at December 31, 1993 and 1994 and for the year ended December 31,
1994 for Merkert Enterprises and October 31, 1994 for Rogers-American from
unaudited financial statements not included in this proxy statement. We
prepared each of Merkert Enterprises and Rogers-American's unaudited
consolidated financial statements on a basis consistent with the audited
financial statements of each of Merkert Enterprises and Rogers-American and, in
our opinion they include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the consolidated financial
position and results of operations of each of Merkert Enterprises and Rogers-
American for these periods. The consolidated results of operations for the
period ended December 18, 1998 are not necessarily indicative of results for
the year ending December 31, 1999 or any future period.

Merkert Enterprises

<TABLE>
<CAPTION>
Year ended December 31, Period Ended Three Months
----------------------------------------- December 18, Ended
1994 1995 1996 1997 1998 March 31, 1998
----------- ----------- ------- -------- ------------ --------------
(dollars in thousands)
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commissions............. $68,247 $73,336 $80,661 $104,274 $90,254 $24,168
Sales................... 37,395 49,233 44,916 43,105 42,185 12,424
------- ------- ------- -------- ------- -------
Revenues.............. 105,642 122,569 125,577 147,379 132,439 36,592
Operating income
(loss)(1).............. (329) 2,434 633 1,373 (6,278) (283)
Net (loss).............. (750) (461) (2,074) (3,449) (10,988) (1,615)
Other Financial Data:
EBITDA(2)(3)............ 2,054 4,566 3,080 5,857 (1,841) 854
<CAPTION>
At December 31,
-------------------------------------------------------
1993 1994 1995 1996 1997 March 31, 1998
----------- ----------- ------- -------- ------------ --------------
(dollars in thousands)
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets............ $28,418 $27,759 $31,425 $ 47,422 $58,699 $56,648
Long-term debt, less
current maturities..... 3,554 1,508 3,458 15,590 21,278 24,193
Convertible preferred
stock.................. 6,360 6,360 6,360 6,360 5,720 5,720
</TABLE>

71
<PAGE>

Rogers-American

<TABLE>
<CAPTION>
Year ended December 31, Period Ended Three Months
---------------------------------------- December 18, Ended March 31,
1994 1995 1996 1997 1998 1998
----------- ----------- ------- ------- ------------ ---------------
(dollars in thousands)
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commissions............. $30,626 $47,496 $63,311 $82,985 $ 79,558 $20,831
Operating income
(loss)................. 816 3,149 107 4,085 (15,949) 1,190
Net (loss).............. 13 1,034 (1,089) 745 (17,889) 232
Other Financial Data:
EBITDA(2)(4)............ 1,245 4,222 1,753 6,601 (13,510) 1,825
<CAPTION>
At October 31, At December 31,
------------------------------- --------------------
1993 1994 1995 1996 1997 March 31, 1998
----------- ----------- ------- ------- ------------ ---------------
(dollars in thousands)
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets............ $10,948 $13,406 $23,318 $37,761 $ 38,999 $39,636
Long-term debt, less
current maturities..... 5,812 7,093 15,009 24,849 30,830 22,209
</TABLE>
- --------
(1) Includes a restructuring charge of approximately $6.0 million for the
period ended December 18, 1998.
(2) EBITDA represents earnings before interest, taxes, depreciation and
amortization. Merkert American believes that EBITDA may be useful for
measuring Merkert American's ability to service debt, to make new
investments and to meet working capital requirements. EBITDA as calculated
by Merkert American 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.
(3) In addition to a restructuring charge of approximately $6.0 million,
Merkert Enterprises incurred approximately $3.5 million of non-recurring
charges (consisting primarily of severance related costs) for the period
ended December 18, 1998.
(4) Approximately $15.5 million of the loss for the period ended December 18,
1998 pertains to aggregate nonrecurring compensation charges recorded in
the fourth quarter of 1998 by Rogers-American pertaining to the (1)
transfer of shares of common stock of Rogers-American by the principal
stockholders to some minority stockholders and (2) the life insurance
policies, including cash surrender values, to be distributed to some
stockholders of Rogers-American. In addition, approximately $0.9 million of
this loss pertains to restructuring charges related to the cost of
terminated employees and closed offices and $1.0 million pertaining to
legal fees and other liabilities incurred in connection with the purchase.

72
<PAGE>

MERKERT AMERICAN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Introduction

Merkert American was organized in March 1998 to create a leading food
brokerage firm providing outsourced sales, merchandising and marketing services
to manufacturers. Merkert American is an independent sales and marketing
representative. It sells grocery and consumer products on behalf of
manufacturers and coordinates the execution of manufacturers' marketing
programs with retailers. Merkert American's principal source of revenue is
commissions it receives from manufacturers. Merkert American also manages
private label programs on behalf of selected retailers.

Before December 18, 1998 Merkert American conducted operations only in
connection with the purchases of Merkert Enterprises and Rogers-American and
its initial public offering. On December 18, 1998, Merkert American purchased
all of the issued and outstanding capital stock of Merkert Enterprises and
Rogers-American.

On December 18, 1998 Merkert American sold 4.4 million shares of its common
stock at a price of $15.00 per share and in January, 1999, Merkert American
sold an additional 290,000 shares in connection with the exercise of the
underwriters' over-allotment option. The net proceeds from the offering, net of
the underwriters' discount, were $65.5 million. Merkert American also borrowed
$50.0 million under the term loan portion of a credit agreement with First
Union National Bank.

The operating results of Merkert American reflect only activity after the
purchases of Merkert Enterprises and Rogers-American and the offering, from
December 18, 1998 to December 31, 1998. Before December 18, 1998 Merkert
American's Statement of Operations only reflects the non-recurring, non-cash
compensation charge of approximately $13 million in the second quarter of 1998
pertaining to the April 1998 purchases of 275,222 shares of common stock from
Merkert American.

Before the purchases of Merkert Enterprises and Rogers-American, Merkert
Enterprises and Rogers-American operated throughout the periods presented as
independently owned entities. For financial reporting purposes, Merkert
American is presented as acquiring Merkert Enterprises and Rogers-American.
Merkert Enterprises, headquartered in Canton, Massachusetts, was founded in
1950 and operates 10 offices throughout New England, New York, and the mid-
Atlantic, from Maine west to Ohio and south to Virginia. Rogers-American,
headquartered in Charlotte, North Carolina, was founded in 1934 and formerly
operated 20 offices throughout the southeastern and mid-Atlantic United States.

Merkert American 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 Merkert American experiences turnover in
these relationships as a result of manufacturer conflicts or strategic
decisions by Merkert American or a manufacturer. Merkert American has incurred
losses and may continue to incur losses in revenue as a result of potential
manufacturer conflicts associated with the purchases of Rogers-American and
Merkert Enterprises, the merger with Richmont Marketing or future acquisitions
by Merkert American.

Acquisition History

The food brokerage industry has experienced significant consolidation as the
number of food brokerage firms has decreased from 2,500 to less than 1,000 over
the past 10 years. A number of the companies in the food brokerage industry,
including Merkert American and Richmont Marketing, have participated in the
trend toward consolidation by acquiring other food brokerage businesses.
Generally, the acquiring companies finance these transactions with debt and by
deferring the payment of a portion of the purchase price.

73
<PAGE>

In January 1999, Merkert American acquired Sell, Inc., a full service
brokerage firm in the midwest region of the United States. The operating
results of Sell, Inc. are included in the operating results of Merkert American
from the date of acquisition.

In April 1999, Merkert American completed the acquisition of United
Brokerage Company. United Brokerage Company had operated in the midwest region
of the United States under an alliance known as "The Sell Group" since 1998.

In July 1999, Merkert American completed the acquisition of Buckeye Sales &
Marketing, Inc. Buckeye Sales & Marketing had operated in the Great Lakes
region of the United States under an alliance known as "The Sell Group" since
1998.

As part of their business development, both Merkert Enterprises and Rogers-
American were active in pursuing acquisition opportunities. Each of Merkert
Enterprises and Rogers-American has completed several acquisitions during 1996
and 1997.

Merkert Enterprises completed four asset acquisitions of food brokerage
companies. These included ABD Sales, Inc. in metropolitan New York (October
1996), DelGrosso, Richardson, Morrison, Inc. in the mid-Atlantic region
(October 1996), JP Luciano, Inc. and Luciano Food Brokers, Inc. in upstate New
York (January 1997) and Toomey-DeLong, Inc. in New England (January 1997).
DelGrosso, Richardson, Morrison was the only acquisition outside an existing
territory of Merkert Enterprises.

Rogers-American completed eight significant acquisitions of food brokerage
companies including, among others, 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).

Results of Operations

The following defined terms are used in conjunction with both Merkert
Enterprises' and Rogers-American's 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 approximately 3-4% for full brokerage services to 1% for
retail-only services. Merkert Enterprises also derives revenues, referred to as
"Sales," from the sale of products including private label packaging materials
and frozen products, such as fruits and vegetables, to retailers, and other
products for specific manufacturers. See "Business--Services and Operations."

Cost of sales. Cost of sales are primarily the direct cost of private label
products sold by Merkert Enterprises, 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.

Depreciation and amortization expenses. Depreciation and amortization
expenses relate to property, plant and equipment and intangible assets,
including goodwill incurred and non-compete agreements entered into in
connection with Merkert American's acquisition program.

74
<PAGE>

The following table sets forth the results of operations of Merkert American
for the three months ended March 31, 1999. The 1998 amounts represent the
combined, historical results of Merkert Enterprises, Inc. and Rogers-American
and do not reflect the effect of any pro forma adjustments (dollars in
thousands).

<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------------
1998 1999
----------------- ----------------
<S> <C> <C> <C> <C>
Commissions.................................. $ 44,999 $ 43,876
Sales........................................ 12,424 12,749
-------- --------
Revenues..................................... 57,423 100.0% 56,625 100.0%
Selling expenses............................. 31,929 55.6 27,377 48.3
Cost of sales................................ 11,420 19.9 11,304 20.0
General and administrative................... 11,395 19.8 11,332 20.0
Depreciation and amortization................ 1,772 3.1 1,457 2.6
-------- ------ -------- ------
Operating income............................. 907 1.6 5,155 9.1
Interest expense, net........................ 1,779 3.1 1,824 3.2
Other expenses, net.......................... 103 0.2 -- --
-------- ------ -------- ------
Income (loss) before income taxes............ (975) (1.7) 3,331 5.9
Provision for income taxes................... 408 0.7 1,499 2.7
-------- ------ -------- ------
Net income (loss)............................ (1,383) (2.4) 1,832 3.2
======== ====== ======== ======
</TABLE>

Commissions. Commissions decreased by $1.1 million, or 2.5%, from $45.0
million for the three months ended March 31, 1998 to $43.9 million for the
three months ended March 31, 1999. The decrease in commissions is primarily
attributable to approximately $1.4 million in lost business arising from the
resolution of manufacturer conflicts resulting from the purchases of Rogers-
American and Merkert Enterprises and $1.5 million of other manufacturer
conflicts, offset by approximately $1.8 million of increased revenue as a
result of the acquisition of Sell, Inc.

Sales. Sales increased by $0.3 million, or 2.6%, from $12.4 million for the
three months ended March 31, 1998 to $12.7 million for the three months ended
March 31, 1999, due primarily to increases in private label sales.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $4.6 million, or 10.7%, from $43.3 million
for the three months ended March 31, 1998 to $38.7 million for the three months
ended March 31, 1999. The decrease is primarily due to reductions in personnel
relating to the integration of Merkert and Rogers-American operations.

As a percentage of revenues, selling, general and administrative expenses
decreased from 75.4% for the three months ended March 31, 1998 to 68.3% for the
three months ended March 31, 1999.

Depreciation and amortization. Depreciation and amortization expenses
decreased by $0.3 million, or 17.8%, from $1.8 million for the three months
ended March 31, 1998 to $1.5 million for the three months ended March 31, 1999.
The decrease is primarily attributable to amortizing goodwill over 40 years in
1999 as compared to the use of various lives ranging from 5 to 20 years during
the same period in 1998.

Interest expense. Interest expense remained substantially unchanged for the
three months ended March 31, 1999 as compared to the comparable period in 1998.

Provision for income taxes. Provision for income taxes is based on the
statutory tax rates after considering non-deductible amortization.

75
<PAGE>

Results of Operations-Merkert Enterprises

The following table sets forth the results of operations of Merkert
Enterprises on a historical basis. The historical results of Merkert
Enterprises discussed below do not reflect the operations of Rogers-American or
the effect of any pro forma adjustments (dollars in thousands).

<TABLE>
<CAPTION>
Years ended December 31, Period ended
--------------------------------- December 18,
1996 1997 1998
--------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Commissions............. $ 80,661 $104,274 $ 90,254
Sales................... 44,916 43,105 42,185
-------- -------- --------
Revenues.............. $125,577 100.0% $147,379 100.0% $132,439 100.0%
Cost of sales........... 41,890 33.4 39,027 26.5 38,709 29.2
Selling expenses........ 52,510 41.8 69,913 47.4 59,778 45.1
General and
administrative......... 28,097 22.4 32,582 22.1 29,806 22.5
Depreciation and
amortization........... 2,447 1.9 4,484 3.1 4,437 3.4
Restructuring expense... -- -- -- -- 5,987 4.5
-------- ----- -------- ----- -------- -----
Operating income
(loss)................. 633 0.5 1,373 0.9 (6,278) (4.7)
Interest expense, net... 2,150 1.8 4,954 3.4 4,180 3.2
Other (income) expense,
net.................... (247) (0.3) (23) (0.1) 530 0.4
-------- ----- -------- ----- -------- -----
(Loss) before income
taxes.................. (1,270) (1.0) (3,558) (2.4) (10,988) (8.3)
Provision (benefit) for
income taxes........... 804 0.6 (109) (0.1) -- --
-------- ----- -------- ----- -------- -----
Net (loss).............. (2,074) (1.6) (3,449) (2.3) (10,988) (8.3)
Preferred stock
dividend............... 445 0.4 445 0.3 300 0.2
-------- ----- -------- ----- -------- -----
Net (loss) applicable to
common stockholders.... $ (2,519) (2.0)% $ (3,894) (2.6)% $(11,288) (8.5)%
======== ===== ======== ===== ======== =====
</TABLE>

Merkert Enterprises results for the period ended December 18, 1998 compared to
1997

Revenues. Revenues decreased by $14.9 million, or 10.1%, from $147.4 million
for the year ended December 31, 1997 to $132.4 million for the period ended
December 18, 1998. Approximately $5.5 million of this decrease is attributable
to the shortened operating period ended December 18, 1998. Of the remaining
$9.5 million decrease in revenues, commission revenue decreased by
approximately $11.0 million or 10.5% from $104.3 million for the year ended
December 31, 1997 to $93.3 million on an annualized basis in 1998.
Approximately 31% of the decrease in revenues from commissions is due to the
impact of a discontinued retail merchandising operation which had been
established in 1995 to serve one specific retailer. Approximately 25% of the
decrease in revenues from commissions is due to lost business arising from the
resolution of manufacturer conflicts resulting from the purchases of Merkert
Enterprises and Rogers-American while the remaining 44% is attributable to the
resolution of manufacturer conflicts arising from prior acquisitions. See "--
Combined Integration Activities."

Sales. Sales increased by $1.5 million, or 3.5%, from $43.1 million for the
year ended December 31, 1997 to $44.6 million on an annualized basis in 1998
due to increases in promotional programs as well as increases in private label
sales.

Selling expenses. Selling expenses decreased by $10.1 million, or 14.4%,
from $69.9 million in 1997 to $59.8 million for the period ended December 18,
1998. Approximately $2.2 million of this decrease is due to the shorter
operating period in 1998. The remaining decrease of $7.9 million is primarily
due to reductions in personnel associated with acquisitions in overlapping
geographic areas which were made in late 1996 and during 1997, reductions
relating to the integration of Merkert Enterprises and Rogers-American
operations before the purchases of Merkert Enterprises and Rogers-American and
reductions associated with the discontinued merchandising operations.

76
<PAGE>

General and administrative expenses. General and administrative expenses
decreased by $2.8 million, or 8.5% from $32.6 million for the year ended
December 31, 1997 to $29.8 million for the period ended December 18, 1998.
Approximately $1.0 million of this decrease is due to the shorter 1998
operating period. The remaining decrease is due to reductions in personnel
associated with acquisitions in overlapping geographic areas which were made in
late 1996 and during 1997, reductions relating to the integration of Merkert
Enterprises and Rogers-American operations before the purchases of Merkert
Enterprises and Rogers-American and reductions associated with the discontinued
merchandising operations. Included in the 1998 general and administrative
expenses is $4.0 million of cost attributable to the purchases of Merkert
Enterprises and Rogers-American, including $2.7 million of severance costs.

As a percentage of revenues, selling, general and administrative expenses
decreased from 69.5% for 1997 to 67.6% on an annualized basis in 1998.

Restructuring expense. The results for the period ended December 18, 1998
reflect restructuring expenses of $6.0 million with no corresponding charge
during 1997. These expenses relate to severance costs associated with
elimination of some positions primarily as a result of integration activities
in the metropolitan New York and mid-Atlantic regions, as well as costs
associated with some sales offices made redundant in the integration activities
in these regions.

Depreciation and amortization. Depreciation and amortization expenses were
substantially unchanged from the year ended December 31, 1997 to the period
ended December 18, 1998. On an annualized basis, depreciation expense would
have been approximately $0.1 million higher in 1998 versus 1997 due to
deprecation expense increases associated with the new Merkert Enterprises
corporate headquarters completed in the third quarter of 1997.

Interest expense. Interest expense decreased by $0.8 million, or 16.5%, from
$5.0 million for the year ended December 31, 1997 to $4.2 million for the
period ended December 18, 1998. Approximately $0.1 million of the decrease is
attributable to the shorter 1998 operating period. The remaining $0.7 million
decrease was caused by reductions in debt due to principal payments made during
the period and a reduction in interest expense associated with the IRS
obligation.

(Loss) before income taxes. The loss before income taxes increased from
$(3.6) million for the year ended December 31, 1997 to $(11.0) million for the
period ended December 18, 1998.

Provision (benefit) for income taxes. The provision for income taxes
increased by $0.1 million from a benefit of $(0.1) million for the year ended
December 31, 1997 to no provision for the period ended December 18, 1998 due to
the increase in the valuation allowance for deferred tax assets.

Net (loss). The net loss increased by approximately $8.3 million from ($3.4)
million for the year ended December 31, 1997 to ($11.0) million for the period
ended December 18, 1998.

Preferred stock dividends. The amount payable in respect of preferred stock
dividends decreased by $0.1 million due to the shorter 1998 operating period.

Net (loss) applicable to common stockholders. The net loss applicable to
common stockholders increased by $7.4 million from the year ended December 31,
1997 to the period ended December 18, 1998.

Merkert Enterprises 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
the commission increase is attributable to acquisitions completed in late 1996
and early 1997 net of account losses associated with product conflicts related
to the acquired companies

77
<PAGE>

and other factors. 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 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. 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. These expenses were offset, in part, by savings
relating to the integration of these acquisitions.

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

Annualized payroll was reduced by $11.6 million, or 17.9%, from $64.8
million in January 1997 to $53.2 million in December 1997 as a result of these
efforts as well as the discontinuation of the merchandising operation. Since
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 duplicative 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 $2.8 million from $2.2
million in 1996 to $5.0 million in 1997, due mainly to interest expense related
to obligations to sellers in connection with acquisitions. Interest expense
associated with the revolving line of credit and Merkert Enterprises's real
estate mortgage increased by $0.6 million due to increased borrowings to fund
working capital as well as a new corporate headquarters that was completed late
in 1997.

(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. The 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, as well as to permanent non-
deductible expenses, principally related to travel and entertainment expenses.

Net (loss). The net loss increased by $1.3 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 Merkert Enterprises, Inc. Employee Stock Ownership Plan (the "ESOP")
totaled $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.

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Net (loss) applicable to common stockholders. The net loss applicable to
common stockholders 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 stock dividend.

Results of Operations-Rogers-American

The following table sets forth the results of operations of Rogers-American
on a historical basis. The historical results of Rogers-American discussed
below do not reflect the operations of Merkert Enterprises or the effect of any
pro forma adjustments (dollars in thousands).

<TABLE>
<CAPTION>
Years ended December 31, Period ended
------------------------------ December 18,
1996 1997 1998
-------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Commissions................. $63,311 100.0% $82,985 100.0% $ 79,558 100.0%
Selling expenses............ 50,614 79.9 63,361 76.3 76,894 96.7
General and administrative.. 10,944 17.3 13,023 15.7 15,226 19.1
Depreciation and
amortization............... 1,646 2.6 2,516 3.0 2,439 3.0
Restructuring expense....... -- -- -- -- 948 1.2
------- ----- ------- ----- -------- -----
Operating income (loss)..... 107 0.2 4,085 5.0 (15,949) (20.0)
Interest expense............ 1,656 2.6 2,536 3.1 2,617 3.3
------- ----- ------- ----- -------- -----
Income (loss) before income
taxes...................... (1,549) (2.4) 1,549 1.9 (18,566) (23.3)
Provision (benefit) for
income taxes............... (460) (0.7) 804 1.0 (677) (0.8)
------- ----- ------- ----- -------- -----
Net income (loss)........... $(1,089) (1.7)% $ 745 0.9% $(17,889) (22.5)%
======= ===== ======= ===== ======== =====
</TABLE>

Rogers-American's results for the period ended December 18, 1998 compared to
1997

Revenues. Commission revenues decreased by $3.4 million, or 4.1%, from $83.0
million for the year ended December 31, 1997 to $79.6 million for the period
ended December 18, 1998. Approximately $2.9 million or 85% of the decrease in
revenues is attributable to the shortened operating period in 1998. The balance
of the decrease is due to revenues lost due to manufacturer conflicts,
principally in the Mid-Atlantic, offset by additional revenues gained in other
markets. The conflict related losses are principally due to the integration of
the Rogers-American and Merkert Enterprises Mid-Atlantic operations during the
second half of 1998.

Selling expenses. Selling expenses increased by $13.5 million, or 21.3%,
from $63.4 million for the year ended December 31, 1997 to $76.9 million for
the period ended December 18, 1998. On a full year basis, selling expenses for
Rogers-American are estimated to be $80.4 million, an increase of $17.0 million
over 1997. All of the increase is attributable to non-recurring items
associated with the purchases of Merkert Enterprises and Rogers-American.
Approximately $14.8 million of this amount relates to non-cash compensation
charges due to the transfer of shares of common stock of Rogers-American by the
then principal stockholders to certain minority stockholders and the assignment
of life insurance policies and other assets distributed or to be distributed to
certain former stockholders of Rogers-American. The remaining $2.2 million of
non-recurring items is attributable to severance and payroll taxes relating to
the aforementioned compensation charges.

General and administrative expenses. General and administrative expenses
increased by $2.2 million, or 16.9%, from $13.0 million for the year ended
December 31, 1997 to $15.2 million for the period ended December 18, 1998. This
increase is attributable to increases in legal fees and travel related costs
incurred in connection with the purchases of Merkert Enterprises and Rogers-
American, increases in communication costs (including for Internet and Intranet
applications) and computer software upgrades.

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Depreciation and amortization. Depreciation and amortization expenses
decreased by approximately $0.1 million from $2.5 million for the year ended
December 31, 1997 to $2.4 million for the period ended December 18, 1998 mainly
due to the shorter 1998 operating period.

Restructuring expense. The results for the period ended December 18, 1998
reflect restructuring expenses of $0.9 million, with no corresponding change
during 1997. These expenses relate to severance costs associated with
elimination of certain positions primarily as a result of integration
activities in the mid-Atlantic regions as well as costs associated with certain
sales offices made redundant in the integration activities in the region.

Interest expense. Interest expense increased by $0.1 million, from $2.5
million for the year ended December 31, 1997 to $2.6 million for the period
ended December 18, 1998. The increase was due to higher average outstanding
borrowings on Rogers-American' bank line of credit mainly due to increased
expenses associated with restructuring and other Combination activity.

Income (loss) before taxes. Income before taxes decreased by $20.1 million,
from pre-tax income of $1.5 million for the year ended December 31, 1997 to a
pre-tax loss of $(18.6) million in the period ended December 18, 1998.

Provision (benefit) for income taxes. The provision for income taxes
decreased by $1.5 million from a provision of $0.8 million in 1997 to a benefit
of $(0.7) million in 1998 due to the decrease in income before income taxes
discussed above.

Net income (loss). Net income decreased by $18.6 million, from net income of
$0.7 million for the year ended December 31, 1997 to a net loss of $(17.9)
million for the period ended December 18, 1998.

Rogers-American 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, 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 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. 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-American 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-American's revolving line of credit
increased by $0.4 million due to increased borrowings to fund Rogers-American's
working capital.

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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.

Combined Integration Activities

Since 1994, Merkert Enterprises and Rogers-American acquired a total of 21
companies, adding geographic coverage and resulting in increased revenues. In
1997, Merkert Enterprises conducted integration activities to eliminate
duplicative costs and operations resulting from some of these acquisitions. As
part of this initiative, Merkert Enterprises integrated the Toomey-DeLong
acquisition into its New England Division and merged ABD Sales into its two
remaining Merkert Enterprises divisions in the metropolitan New York area
sales.

During 1998, Merkert Enterprises integrated its two metropolitan New York
business units into one operation. In addition, during 1998, Merkert
Enterprises and Rogers-American began the integration of their combined
operations. This process resulted in the integration of the mid-Atlantic region
and the closure of a total of five offices in that region. The integration plan
was substantially completed on December 18, 1998. As a result of its ongoing
integration activities, Merkert Enterprises recorded a $6.0 million
restructuring charge during the period ended December 18, 1998 while Rogers-
American recorded a restructuring charge of $0.9 million for the same period.

Assuming the implementation of Merkert Enterprises' 1997 integration plans,
Merkert Enterprises' 1998 integration of its two metropolitan New York business
units, and the integration of the combined operations of Merkert Enterprises
and Rogers-American all occurred as of January 1, 1997, Merkert American would
have eliminated duplicative salaries, benefits, bonuses and other direct costs
of $19.4 million for the year ended December 31, 1997 and $14.3 million for the
year ended December 31, 1998. In addition, Merkert American's integration
activities would have resulted in the net reduction of rental and other office
expenses of $0.5 million for the year ended December 31, 1997 and $0.5 million
for the year ended December 31, 1998. Further, in connection with these
integration activities, Merkert American has identified approximately $12.9
million of revenues in 1997 and $5.9 million of revenues in the year ended
December 31, 1998 that would have been lost as a result of manufacturer
conflicts and other factors.

Merkert American's pro forma combined EBITDA for the year ended December 31,
1997 was $13.2 million and for the period ended December 18, 1998 was $14.6
million. After giving effect, on a pro forma basis, to the elimination and
other effects of Merkert American's integration activities described above,
assuming these integration activities were completed as of January 1, 1997, and
the elimination of $28.9 million of non-recurring charges related to the
purchases of Merkert Enterprises and Rogers-American and as described below,
Merkert American's adjusted unaudited pro forma combined EBITDA and adjusted
unaudited pro forma combined net income for the year ended December 31, 1997
would have been $20.8 million and $4.6 million, respectively, and Merkert
American's adjusted unaudited pro forma combined EBITDA and adjusted unaudited
pro forma combined net income for the period ended December 18, 1998 would have
been $25.6 million and $7.4 million, respectively.

The non-recurring charges which have been eliminated for the calculation of
Merkert American's 1998 adjusted unaudited pro forma combined EBITDA and 1998
adjusted unaudited pro forma combined net income are: a $1.3 million non-cash
compensation charge relating to the purchase of stock by Gerald R. Leonard,
Merkert American's President and Chief Executive Officer; a $10.3 million non-
cash compensation charge for

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the transfer of shares of common stock of Rogers-American by principal
stockholders to some minority stockholders; $12.0 million of severance and
other charges which primarily related to the termination of employees and the
closing of some redundant facilities; $4.6 million relating to cash and life
insurance policies distributed to some stockholders of Rogers-American; and
$0.7 million of various charges for legal fees, relocation and other costs.

EBITDA represents earnings before interest, taxes, depreciation and
amortization. Merkert American believes that EBITDA may be useful for measuring
Merkert American's ability to service debt, to make new investments and to meet
working capital requirements. EBITDA as calculated by Merkert American 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 under generally accepted accounting principles or as a measure of
profitability or liquidity. None of the unaudited pro forma financial data, as
adjusted, purports to represent what Merkert American's combined results of
operations would have been or may be for any future period and all information
should be read only in conjunction with Merkert American's Consolidated
Financial Statements and the Notes to those statements and the Merkert
Enterprises and Rogers-American Financial Statements and the Notes to those
statements included in the Annual Report on Form 10-K.

Liquidity and Capital Resources

On December 18, 1998, Merkert American completed an initial public offering
of its common stock, raising net proceeds of approximately $57.9 million and
simultaneously purchased, in separate transactions, all of the outstanding
common stock of Merkert Enterprises and Rogers-American. Of the net proceeds,
approximately $56.6 million was used to pay the cash portion of the purchase
price of Merkert Enterprises and Rogers-American.

In January 1999, Merkert American issued 290,000 shares of its common stock
in connection with the exercise of a portion of the over-allotment option by
the underwriters of the offering, raising net proceeds of approximately $4.1
million.

In connection with the offering and the purchases of Merkert Enterprises and
Rogers-American, Merkert American obtained a $75 million credit facility from
First Union National Bank and First Union Capital Markets. First Union National
Bank is an affiliate of Wheat First Securities, Inc., one of the underwriters
of the offering. First Union Capital Markets is a division of Wheat First
Securities, Inc. The credit facility consists of a five-year, secured, fully
amortizing $50 million term loan and a three-year, secured $25 million
revolving line of credit. Merkert American paid commitment and other fees of
approximately $3.0 million in connection with obtaining the credit facility.
The balance outstanding under the credit facility was $51.4 million at March
31, 1998.

Together with the remaining net proceeds of the offering, Merkert American
used amounts available under the term loan portion of the credit facility to:

. repay approximately $15.8 million of indebtedness of Merkert Enterprises
and Rogers-American assumed in connection with the offering; pay, or
reserve for the payment of, approximately $27.1 million of obligations
to some sellers of previously acquired businesses;

. repay approximately $0.8 million outstanding under a promissory note
payable to Monroe & Company II, LLC which was attributable to some of
Merkert American's expenses; and

. fund approximately $1.5 million of buyouts of employment arrangements of
some departing executives of Merkert Enterprises and pay approximately
$5.6 million of expenses incurred by Merkert American, and each of
Merkert Enterprises and Rogers-American and their respective
stockholders in connection with the purchases of Merkert Enterprises and
Rogers-American.

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The credit facility is secured by a lien on substantially all of the assets
of Merkert American, Merkert Enterprises, Rogers-American and their
subsidiaries and by a pledge of 100% of the capital stock of Merkert
Enterprises, Rogers-American and such subsidiaries. In addition, the credit
facility is jointly and severally guaranteed by Merkert Enterprises, Rogers-
American and their subsidiaries.

Interest is payable on the term loan and the revolving credit at a rate
based on one of two customary interest rates plus an additional interest margin
of 75 to 350 basis points. This rate was 8.73% as of December 31, 1998 on the
term loan. The applicable margin is determined based on financial ratios of
Merkert American. The credit facility requires Merkert American to make
mandatory prepayments of amounts outstanding under the credit facility with the
use of excess cash flow and proceeds of debt and equity financing. The credit
facility requires Merkert American to comply with various affirmative and
negative covenants, including, among others: the maintenance of certain
financial ratios, restrictions on additional indebtedness, restrictions on
liens, guarantees, dividends and the disposition of assets and obtaining the
lenders' consent to acquisitions involving cash consideration in excess of a
specified amount.

We anticipate entering into a new credit facility which will refinance
Merkert American and Richmont Marketing's existing credit facilities. Although
the terms have not been set, we expect that any credit facility will contain
customary covenants similar to those in Merkert American's existing credit
facility. See "Risk Factors--Merkert American cannot guarantee that it will be
able to refinance Merkert American's and Richmont Marketing's senior credit
facilities before the completion of the merger."

At March 31, 1999, the working capital deficit of Merkert American was
approximately $100,000. Merkert American anticipates that its cash flow from
operations, cash on hand and anticipated borrowings available under the
revolving credit facility will provide cash sufficient to satisfy Merkert
American's working capital needs, debt service requirements and planned capital
expenditures for at least the next 12 months. Merkert has experienced the loss
of some manufacturer representation resulting from, among other factors,
continuing consolidation in the food brokerage industry and direct manufacturer
conflicts resulting from the proposed merger with Richmont Marketing. Recent
manufacturer losses will adversely impact Merkert American's results of
operations for the second quarter of 1999.

Merkert American incurred approximately $12.4 million in integration costs
associated with the purchases of Merkert Enterprises and Rogers-American of
which approximately $2.0 million was paid before the closing of the offering by
Merkert Enterprises and Rogers-American. In addition, approximately $1.6
million of the integration costs were paid from proceeds of the offering, $1.0
million was paid by Merkert American before December 31, 1998 and the remainder
was or will be paid after December 31, 1998.

Net cash used in operating activities for the three months ended March 31,
1999 was $1.6 million. The use of cash for operations in 1999 resulted
primarily from a decrease in accounts payable and accrued expenses. Net cash
used in investing activities for the three months ended March 31, 1999 was $2.8
million, primarily as a result of the acquisition of Sell, Inc. Net cash
provided by financing activities for the three months ended March 31, 1999 was
$4.6 million, primarily as a result of the issuance of additional shares of
common stock and borrowings under the revolving credit facility, offset by term
loan repayments.

Merkert American intends to pursue acquisition opportunities and expects to
fund future acquisitions through the issuance of additional common stock,
borrowings available under the revolving credit, debt or equity financing and
cash flow from operations.

Merkert American is obligated to make payments relative to its credit
facility and to the sellers of specific businesses acquired by Merkert
Enterprises and Rogers-American. In addition, Merkert American is obligated to
make payments relative to the mortgages on the Merkert Enterprises and Rogers-
American's headquarters. Merkert American estimates the total principal and
interest payments under these various obligations will be approximately $16.4
million, $21.0 million, $16.7 million, $18.0 million and $17.3 million over
each of the next five years. A portion of the net available borrowings under
the credit facility were used to repay, before their scheduled maturity,
obligations of Merkert Enterprises and Rogers-American to specific sellers of

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previously acquired businesses. The $9.3 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.

Merkert American estimates future requirements for capital expenditures,
based on the requirements of Merkert Enterprises and Rogers-American, will be
approximately $2.5 million per year. Capital expenditures in information
technology and systems will be made by Merkert American to maintain its
position in these areas. In addition, Merkert American anticipates that
significant capital will be required to upgrade and integrate the systems of
companies acquired in the future. On a combined basis, Merkert Enterprises and
Rogers-American made capital expenditures of $1.6 million in 1998.

Seasonality; Fluctuations in Quarterly Operating Results

Merkert American, Merkert Enterprises and Rogers-American have experienced
and Merkert American expects to experience fluctuations in quarterly revenues
and operating results as a result of seasonal patterns. Historically, Rogers-
American's business has been stronger in the first calendar quarter compared to
Merkert Enterprises' business due to its presence in Florida. Merkert
Enterprises' business, on the other hand, has been stronger in the fourth
calendar quarter as a result of the historically strong sales associated with
the holiday season. Merkert American expects to experience fluctuations in
quarterly revenues and operating results as a result of seasonal patterns.
Results of operations for any particular quarter therefore are not necessarily
indicative of the results for any future period. Future seasonal and quarterly
fluctuations could have a material adverse effect on Merkert American's
business, financial condition and results of operations.

Inflation

Merkert American does not believe that its revenues have been materially
affected by inflation.

Year 2000 Compliance

Merkert American has developed and begun the implementation of a plan to
evaluate, remediate and, where necessary, replace its information technology
infrastructure, software, hardware and communications systems because of the
year 2000 issue. Merkert American has substantially completed the evaluation of
its systems, such as climate control, copying machines and security systems,
for potential exposure to problems associated with year 2000 compliance.
Merkert American's assessment and evaluation efforts have included the testing
of systems, inquiries of third parties and other research.

Primarily as a result of the implementation of significant systems upgrades,
Merkert American believes that it has substantially reduced its potential
exposure to year 2000 problems. These upgrades have included the replacement of
Merkert Enterprises' order processing system, including the electronic data
interchange, with new hardware and software. Merkert American has tested the
application of this order processing system at Merkert Enterprises and these
tests have yielded satisfactory results. As a result, Merkert American believes
that this order processing system is year 2000 compliant. Additionally, during
the second quarter of 1999, Merkert American intends to convert Rogers-
American's mid-Atlantic operations to the order processing system currently in
use by Merkert Enterprises and by Rogers-American in regions other than the
mid-Atlantic, which Merkert American believes is year 2000 compliant. The
estimated cost of this conversion is approximately $100,000.

Merkert American has determined that Merkert Enterprises' financial
reporting system is not year 2000 compliant and intends to replace it with
Rogers-American's existing system, which has been recently upgraded

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<PAGE>

and which Merkert American believes is year 2000 compliant. This replacement is
expected to be completed by July 1999 and is estimated to cost approximately
$200,000.

Substantially all of the costs incurred by Merkert American relating to the
improvement of its software, hardware and communications systems were incurred
in connection with planned upgrading activities rather than in response to the
results of Merkert American's year 2000 compliance evaluation. Merkert American
does not anticipate any significant additional costs in connection with its
year 2000 compliance activities. However, if Merkert American's year 2000
compliance efforts are not completed as scheduled, or if the cost of achieving
year 2000 compliance exceeds Merkert American's current estimates, the year
2000 issue could have a material adverse effect on Merkert American's business,
financial condition or results of operations.

Merkert American intends to replace several PBX telephone systems at Rogers-
American because they are not year 2000 compliant. The estimated cost of the
new telephone systems is $100,000. In addition, approximately $200,000 of
personal computers, which cannot be upgraded, will be replaced in the second
quarter of 1999.

Merkert American also is vulnerable to the failure by manufacturers,
retailers or other third-party vendors or customers to identify and remedy
their own year 2000 issues. Although Merkert American has initiated efforts to
communicate with these parties regarding their year 2000 compliance efforts,
Merkert American is unable to estimate the nature or extent of any potential
impact resulting from the failure of these third parties to achieve year 2000
compliance. There can be no guarantee that any one or more of these third
parties will not experience year 2000 problems or that these problems will not
have a material adverse effect on Merkert American.

Merkert American has developed a contingency plan to transmit data that is
ordinarily transmitted on the electronic data interchange system to third
parties that are not year 2000 compliant. Other than regarding the transmission
of data, Merkert American has not developed a contingency plan if it has not
achieved year 2000 compliance on or before December 31, 1999. The results of
Merkert American's assessment and evaluation efforts to date have not yet
identified a need for this contingency planning. Merkert American intends to
continue to assess its year 2000 compliance, to implement its year 2000
compliance plans and to communicate with material third parties regarding their
year 2000 compliance efforts. If Merkert American develops information
indicating that contingency planning would be prudent, Merkert American intends
to undertake that planning and to implement appropriate measures accordingly.

Quantitative and Qualitative Disclosures about Market Risk

Merkert American is exposed to market risk related to its credit facility as
discussed in the notes to Merkert American's consolidated financial statements.
The interest on borrowings under the credit facility is subject to fluctuations
in the market. Merkert American has entered into an interest rate swap
agreement with a financial institution to hedge a portion of this risk. Merkert
American does not believe the remaining market risk is material to Merkert
American's consolidated financial statements.

Financial Statements and Supplementary Data

The financial statements and financial statement schedule filed as a part of
this proxy statement are listed on the Index to Consolidated Financial
Statements and Consolidated Financial Statement Schedule on page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.

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RICHMONT MARKETING SPECIALISTS INC.

Overview

Richmont Marketing is one of the largest food brokers in the United States.
It represents a variety of manufacturers of consumer goods and products. These
manufacturers are known in the food brokerage industry as "principals."
Richmont Marketing sells and markets its principals' products to retailers and
wholesalers known in the industry as "customers." These customers include
grocery stores, mass merchandisers, such as Wal-Mart, membership warehouses,
such as Sam's Club, drug stores and convenience stores. Richmont Marketing
provides a comprehensive array of sales, marketing, merchandising and order
management services to its principals and customers. Historically, Richmont
Marketing's goal has been to maximize the sales volume of its principals'
products through the various services and technology it provides.

Richmont Marketing has long-term relationships with a large number of major
principals and customers. Richmont Marketing employs over 1,000 account service
and business development personnel. These employees work closely with
principals developing and planning sales programs. Richmont Marketing also has
over 2,300 retail and merchandising employees who implement these sales
programs at the customers' retail stores, by providing display, shelf
management, schematic design, pricing and promotional services. Richmont
Marketing believes that it has built and maintained long-term principal and
customer relationships by:

. providing superior sales, marketing, retail and order management
services;

. utilizing information technology to collect and analyze local market data
to optimize sales; and

. providing wide geographic coverage of the country.

Business Strengths

Richmont Marketing believes that it benefits from the following competitive
advantages:

An Industry Leader. Richmont Marketing has operations primarily in the
western, southeastern, south central and mid-Atlantic regions of the United
States. Richmont Marketing believes that its size and market penetration enable
it to more effectively develop and execute product sales plans across multiple
geographic regions for its principals and customers. Its knowledge of local and
regional markets allows it to customize these plans for its principals and
customers based on local conditions.

Dedicated Client Support of Principals and Customers. Richmont Marketing's
reputation for quality and service, as well as its broad geographic presence,
has enabled it to establish and strengthen its long-term relationships with
principals and customers. Senior account executives maintain primary
relationships with principals and customers and work with them to develop sales
programs. Richmont Marketing employs retail representatives to support its
principals' merchandising efforts in the retail stores. These employees gain a
working knowledge of their principals' accounts and develop a close working
relationship with store managers. Richmont Marketing believes that its
dedicated client support to principals and customers gives it a competitive
advantage over competitors that provide similar services primarily through
temporary workers less knowledgeable about the local markets.

Innovative Marketing Through Use of Technology and Market
Information. Richmont Marketing has access to extensive local market data which
tracks the sales performance of its principals' products. Richmont Marketing
uses both retail information that it collects and data that it receives from
national marketing research companies, including Nielsen and Information
Resources Inc. Richmont Marketing developed an information technology system
that collects and downloads individual store sales data into a central
reporting system. Richmont Marketing uses store-specific product information,
local demographic information and information about store conditions to
understand consumer buying habits in local markets. From this knowledge,
Richmont Marketing develops and executes targeted consumer promotions for its
principals' products and strategic marketing plans for principals and
customers. Category analysts work inside many major grocery stores to

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assist the retailers with shelf schematics, category layouts and total store
space plans. Richmont Marketing maximizes the efficiency of its communications
with principals and customers through local and wide area networks. Richmont
Marketing also utilizes an electronic data interchange system, commonly
referred to as "EDI," to process customer orders. This system allows Richmont
Marketing to process orders in a more timely and efficient manner. Richmont
Marketing believes that its customer relationships are strengthened by
providing these services, which also serves to attract new principals.

Business Strategy

Richmont Marketing was an early leader in pursuing consolidation
opportunities within the food brokerage industry. Through the acquisitions it
has completed, Richmont Marketing's historical strategy has been to provide a
local presence in each location where customers purchase products, referred to
within the industry as "procurement points," and retail coverage for its
principals' products. Richmont Marketing strives to maintain its high level of
service to principals and customers while it continues its growth strategy.
Richmont Marketing has historically pursued its strategy through the following
measures:

Consolidation Strategy. Richmont Marketing believes that national principals
prefer to deal with a small number of brokers, each with an ability to cover a
large region of the country. Richmont Marketing therefore believes that
strategic acquisitions expanding its geographic coverage allow it to better
serve its existing principals and attract new principals seeking nationwide
coverage. Richmont Marketing took a large step toward achieving its goal of
nationwide coverage with its acquisition of Atlas Marketing Company, Inc. in
1997, which helped Richmont Marketing establish a presence into the southeast
and mid-Atlantic areas of the country.

As part of its continuing strategy, Richmont Marketing completed the
acquisitions of two regional food brokerage companies in early 1999, and
intends to complete the acquisitions of two additional regional brokerage
companies within the next six months. These companies operate in the
northwestern and midwestern regions of the United States, areas in which
Richmont Marketing has not yet, at the time of each acquisition, established a
strong market presence. The completed acquisitions have been, and the pending
acquisitions will be, financed with a combination of cash and promissory notes.

Upon completion of the two pending transactions and consummation of the
proposed merger with Merkert American, Richmont Marketing will have
substantially achieved its goal of nationwide coverage.

Develop Principal Relationships and Increase Customer Coverage. Through its
acquisition activities in the food brokerage industry, Richmont Marketing
expects to expand its existing principal base and attract new principals which
recognize its ability to provide superior marketing services on both a national
and local basis at a cost much lower than what a principal could provide
through its own sales force. As consolidation in the retailing and wholesaling
industries continues to take place, Richmont Marketing believes that 30
retailers and wholesalers will represent approximately 80% of grocery store
revenue within three to five years. Establishing and maintaining a presence in
as many geographic areas as possible will allow Richmont Marketing to both
maintain its current customer relationships and develop new ones during these
anticipated retailer consolidations.

Richmont Marketing also recognizes the growing importance of non-traditional
outlets for grocery products, such as mass-merchandisers and wholesale clubs.
Richmont Marketing's Channel Marketing division represents principals that sell
their products in non-grocery classes of trade. This division will continue
developing relationships with mass merchandisers and membership warehouses and
expand existing principals' products into these non-grocery outlets. Richmont
Marketing's current relationships include Wal-Mart, Sam's Club, Kmart and
Target. This division currently provides retail services to non-grocery
customers located in every state.

Increase Hybrid Service Agreements with Principals Richmont Marketing
generally provides customers with a full range of account, retail, marketing
and sales services and order management on behalf of its

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principals. Richmont Marketing receives commissions from principals based on a
percentage of product sales. In the last several years, it has also entered
into agreements with principals to provide only specified retail services,
referred to as "hybrid" agreements. Under these arrangements, Richmont
Marketing is compensated by a percentage of sales, by a flat fee per service
provided, or a combination of both. Richmont Marketing believes that
manufacturers with sales personnel that previously did not utilize brokers are
beginning to outsource retail services to eliminate the expense of maintaining
their own retail representatives. Richmont Marketing believes that it is well
positioned to take advantage of this trend due to its broad geographic coverage
and knowledge of local markets. Hybrid agreements currently represent nearly 8%
of Richmont Marketing's revenue. Richmont Marketing anticipates that hybrid
agreements will, in the future, generate significant revenue and attract new
principals.

Following the merger, the management of the combined company will determine
the business strategy for the combined company, which may differ from Richmont
Marketing's historical goals and strategies.

Richmont Marketing History

Richmont Marketing's predecessor was a food brokerage business formed in
1947. Richmont Marketing's business, until the beginning of 1996, was primarily
limited to Texas, Florida and Georgia. Since that time, Richmont Marketing has
expanded its operations beyond these states through several strategic
acquisitions, and Richmont Marketing currently services markets in 33 states.

Acquisition Activities

Richmont Marketing has been a leader in pursuing consolidation opportunities
within the food brokerage industry. Its strategy, as discussed above, has been
to identify acquisition targets in areas where it does not currently operate,
including the midwest and northeast regions, to better service its principals
and customers.

Richmont Marketing's recent acquisitions have enabled it to increase the
number of leading national principals and customers it serves and expand its
operations onto the east and west coasts. Richmont Marketing has been able to
improve the operations of the companies it has acquired through:

. the reduction of personnel performing redundant job functions; and

. the consolidation of local offices and computer support facilities.

Richmont Marketing's two largest acquisitions since the beginning of 1997
were the acquisitions of Tower Marketing, Inc. for $14.4 million and Atlas
Marketing Company, Inc. for approximately $45.7 million. Tower served
principals and customers primarily in Texas. Atlas was based in Charlotte,
North Carolina and serves principals and customers throughout the southeast and
mid-Atlantic regions of the United States. Effective December 31, 1997,
Richmont Marketing merged the operations of Tower into its wholly-owned
subsidiary Marketing Specialists Sales Company.

Richmont Marketing did not acquire any regional food brokerage companies in
1998, but it has completed two acquisitions in early 1999. The larger of the
two recently acquired companies, Timmons-Sheehan d/b/a The Sell Group--
Minneapolis, had established a significant presence in the midwest at the time
of its acquisition. Richmont Marketing paid approximately $4.4 million in cash
and notes for Timmons-Sheehan.

Richmont Marketing has also been engaged in negotiations and has recently
entered into a definitive letter agreement to acquire all of the capital stock
of a regional food broker with operations in the midwest. The purchase price
for this company will not exceed $11.0 million. Richmont Marketing has also
signed a letter of intent for the acquisition of a food broker based in the
northwest. The price for this company will not exceed $10.0 million.

Historically, Richmont Marketing has purchased local and regional food
brokers for a combination of cash and deferred obligations. Deferred
obligations consist of covenants not to compete and deferred payment and

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compensation plans. As of December 31, 1998, Richmont Marketing had outstanding
$18.1 million in covenants not to compete and $32.0 million in total deferred
payment and compensation plans.

Description of Services Provided by Richmont Marketing

The services provided by Richmont Marketing can be divided into the
following categories:

. account service and business development;

. retail services;

. marketing services; and

. order management.

Traditionally, Richmont Marketing has provided principals with a full array
of these services and has been paid by principals based on a percentage of
products sold. This percentage varies, but is typically within a range of
approximately 3-4% for full brokerage services. In recent years, Richmont
Marketing has entered into hybrid agreements under which it provides only
specified retail services. These arrangements are in response to principals
that have started outsourcing retail services. These services primarily include
initial retail shelf set-ups and follow-up shelf management. In hybrid
agreements, Richmont Marketing is compensated for providing services either as
a percentage of product sales, a flat fee, or a combination of both. Richmont
Marketing believes that offering hybrid services will attract new principals
and may result in sales of additional services to principals. For the end of
1998, Richmont Marketing derived approximately 92% of its revenue from full
services and 8% of its revenue was derived from hybrid services.

Account Service and Business Development. Richmont Marketing's brand
development managers and customer development managers are senior executives
who act as the primary interface between its largest principals and customers.
The brand development managers are dedicated to and work closely with
principals to develop strategic sales plans for particular products. They also
assist principals in achieving their merchandising goals, including those
related to product distribution and shelf placement. Customer development
managers serve specific customers at the headquarters level. They work with
customers in the development of category management initiatives and shelf
schematics. Category management involves the strategic grouping and positioning
of a principal's product among other similar type products. The sales plans
developed by brand development managers and customer development managers are
executed through the account executive service teams. These teams coordinate
and implement the specific sales initiatives on a local basis. For smaller
principals and customers, these services are performed on a local level by
account executives. Richmont Marketing currently employs approximately 1,000
account service personnel.

Retail Services. Richmont Marketing's retail and merchandising service
personnel provide principals and customers with an in-store presence to assess
product performance and merchandising conditions. Retail representatives
develop relationships with store managers and assist account executives in
developing sales plans for principals' products. Richmont Marketing's Retail
Sales Organization executes sales plans at the store level by providing
merchandising, shelf management, display, schematic design, pricing and
promotional program services. It is also responsible for collecting and
reporting in-store conditions. Additionally, Richmont Marketing assists
customers with quality assurance and product damage control. Richmont Marketing
currently employs over 2,300 retail and merchandising service personnel.

Marketing Services. Richmont Marketing's marketing services group uses
current retail information it collects, together with data received from
national marketing research companies to analyze local market conditions and
develop marketing strategies for its principals. Retail data is used to
determine how products should be priced and placed, the optimal mix of current
and new products, and the types of promotions desirable to increase sales.
Richmont Marketing's marketing services group includes approximately 90 people
at the corporate, regional and local levels. The group also initiates and
promotes local market events, which often involve sponsorship by principals and
customers of charity promotions, to build brand equity for products.

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Order Management. Richmont Marketing performs all major order management
functions to facilitate the movement of goods from its principals to customers.
All ordering responsibility begins at the local market. Richmont Marketing has
a centralized order management system responsible for the receipt and
transmission of electronic orders through electronic data interchange. Richmont
Marketing is able to verify quantities, prices, pack sizes and promotions
through the use of this system. Its order management system also reconciles
principal invoices with customer purchase orders and processes promotional
allowances and other credits for customers. Approximately 20 employees work in
the order management group at the corporate level. Richmont Marketing also
employs account administrators and customer service representatives who perform
order management functions in the local markets.

Markets

Richmont Marketing provides full-service brokerage services to markets in 33
states throughout the western, southeastern, south central and mid-Atlantic
regions of the United States representing 29.5%, 17.6%, 22.2%, and 22.3%,
respectively, of its revenue for the year ended December 31, 1998. Within these
regions, California, Florida, Texas and North Carolina represent the states in
which Richmont Marketing generates the largest revenue. Richmont Marketing
serves these markets through 51 local offices, which provide principal and
customer headquarters' services and in-store retail and merchandising services.

New Business Development

Richmont Marketing's sales and marketing efforts are designed to develop new
business in national, regional and local markets. Its brand development
managers and customer development managers are primarily responsible for new
business development through existing principals and customers. Through their
established relationships with principals and customers, the brand development
managers and customer development managers have an understanding of the needs
and objectives of these clients. From this information, Richmont Marketing is
able to develop sales plans specifically designed to meet the new business
needs and objectives of both principals and customers. In addition, Richmont
Marketing's senior management takes an active leadership role in new business
development both in pursuing new relationships and fostering existing ones.
Management believes that its long-term relationships with senior management of
leading national principals and customers and its ability to create customized
sales plans provide Richmont Marketing with a competitive advantage in winning
new business within its existing client base.

Manufacturers

Richmont Marketing provides a comprehensive array of marketing, retailing,
merchandising and order management services to over 1,700 manufacturers of
consumer goods and products. Richmont Marketing believes that it has been able
to establish numerous long-term relationships with some of the leading
principals in the United States due to its strong reputation, quality of
service and market coverage. Richmont Marketing's top 5 principals are Del
Monte, Great Springs Water of America, Perrier, Nestle, Kal Kan and Ocean
Spray. These principals represent less than 15% of Richmont Marketing's
revenue. Richmont Marketing's principals provide a diverse and stable base of
revenue for Richmont Marketing across geographic markets. Richmont Marketing
believes its ability to develop strong relationships with leading national
principals has been advanced by the establishment of relationships with
management and personnel at various levels within the principals'
organizations.

While Richmont Marketing enjoys long-term relationships with many of its
principals, the typical brokerage contract in the industry provides for a 30
day termination clause. The principal and customer turnover that Richmont
Marketing has experienced has been largely due to consolidations among
principals and customers. Richmont Marketing's broad geographic coverage serves
to reduce the risk of loss of principals and customers resulting from the
relocation of the post-consolidation headquarters.

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Customers

Richmont Marketing markets and sells its principals' products to grocery
stores, mass merchandisers, membership warehouses, drug stores and convenience
stores across the country. After a customer has decided to sell a principal's
product, Richmont Marketing provides detailed sales planning and full in-store
retail and merchandising support.

Richmont Marketing's five largest customers are Albertsons, Publix, Winn
Dixie, Safeway and Food Lion. These customers collectively represented
approximately 34% of Richmont Marketing's third and fourth quarter revenues in
1998. The remaining revenue is generated from sales to other grocery stores,
wholesalers, mass merchandisers and membership warehouses, and drugstore
chains.

Richmont Marketing believes that the strength of its customer relationships
has been driven by its ability to provide superior sales, marketing and
merchandising services, technologically advanced order management and
innovative promotional planning. Richmont Marketing's relationships with
customers are also based upon its ability to satisfy a customer's geographic
needs for services. Recent consolidations among retailers have resulted in
fewer, but larger customers that operate in a greater number of geographic
markets. These consolidations have resulted in the geographic relocation of
some customer procurement points.

In addition, Richmont Marketing believes that consumers' purchase points for
food and other products, traditionally grocery stores, now include non-grocery
outlets such as mass-merchandisers and membership warehouses. Richmont
Marketing's Channel Marketing Division markets and sells its principals'
products through these alternative retail outlets. This division is structured
to provide services through teams dedicated to a particular non-grocery
customer. Richmont Marketing's broad geographic presence and technological
capabilities have attracted large, national chains, such as Wal-Mart, Kmart,
Target and Sam's Club. Richmont Marketing is a preferred provider to Wal-Mart.
Sales to alternative channel customers represented approximately 5.5% of
Richmont Marketing's 1998 revenue.

Management Information Systems

A trend in the food brokerage industry has been the development of
technological advances. Richmont Marketing has invested in the application of
current retail technology to provide principals and customers with the most
efficient and useful information available.

Electronic Data Interchange. The EDI system streamlines order communications
between food brokers, customers and principals. Orders sent by EDI are
transmitted on-line from the customer to Richmont Marketing. Richmont Marketing
then places the order with the principal via EDI. The EDI system significantly
reduces order input errors and other inefficiencies. Currently, the majority of
Richmont Marketing's larger principals and customers utilize EDI and nearly 80%
of all sales are made through EDI orders.

Retail Information. Richmont Marketing utilizes an advanced retail reporting
system called RW3 Enterprise to provide principals with current in-store data
regarding their products. Retail representatives record in-store merchandising
conditions using small, hand-held computers. This information is then
downloaded to Richmont Marketing's retail reporting system. This system allows
Richmont Marketing's retail employees to access data from customers' retail
outlets to effectively respond to changing conditions.

PeopleSoft Conversion. In 1998, Richmont Marketing made a substantial
investment to upgrade its financial and human resources systems. Richmont
Marketing purchased application software from PeopleSoft and hired a consulting
firm to assist in the implementation of these new systems. Richmont Marketing
used approximately $3.1 million of the proceeds from its 10 1/8% senior
subordinated notes due 2007 to purchase the software license and for
installation in connection with this upgrade.

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Competition

The food brokerage market is large and fragmented, with many small brokers
serving numerous local markets and a few large brokers serving multiple regions
in the United States.

As a large broker, Richmont Marketing competes with other food brokers for
product lines based primarily on breadth of geographic coverage and the level
of services provided. Richmont Marketing's chief competitors are Kelly
Clarke/Acosta/ PMI, Merkert American, Cross Mark and Advantage Sales and
Marketing. Richmont Marketing also competes with third party merchandising
companies, such as PIA Merchandising Services, Inc. for retail services only.

In addition, many manufacturers, including some of Richmont Marketing's
principals, maintain their own sales and marketing departments which sell
directly to retailers.

Facilities

Richmont Marketing owns facilities in Orange County, California, Phoenix,
Arizona and Charlotte, North Carolina. In August 1998, Richmont Marketing
relocated its headquarters from Irving, Texas to Dallas, Texas. Richmont
Marketing's lease obligations continue on the Irving space. The Irving building
is owned by a limited partnership, of which Richmont Marketing's chief
executive officer, Ronald D. Pederson, is the general partner. The partnership
has recently signed a purchase agreement with a prospective purchaser for the
sale of the building. The sale is currently expected to close, subject to the
purchaser's right to conduct due diligence, in June 1999. If the purchase is
completed, Richmont Marketing expects to be released from further liability
under this lease.

Richmont Marketing's headquarters are now located in a new office building
in Dallas, Texas. The headquarters are leased and consist of approximately
40,700 square feet. Richmont Marketing also leases office space in 62 other
locations in 27 states. Richmont Marketing currently occupies 53 facilities,
including three properties owned by Richmont Marketing. Nine leased facilities
are now vacant. As Richmont Marketing completes acquisitions, it intends to
systematically reduce the number of leased facilities.

Employees

As of December 31, 1998, Richmont Marketing had a total of 3,869 employees,
including 2,958 full-time employees and 911 part-time employees. None of its
employees are union members.

Legal Proceedings

Various suits and claims are filed against Richmont Marketing in the
ordinary course of business. Richmont Marketing is not party to any legal
proceeding which, in the opinion of its management, will have a material
adverse effect on its business or financial condition.

Recent Developments

Completed Acquisitions. On April 30, 1999, Richmont Marketing, through its
subsidiary Marketing Specialists Sales Company, acquired all of the capital
stock of Timmons-Sheehan Inc., d/b/a The Sell Group-- Minneapolis. The purchase
price for the capital stock of Timmons-Sheehan was approximately $4.4 million,
which was paid as a combination of $1.7 million in cash and approximately $2.7
million in promissory notes. Before the acquisition, Timmons-Sheehan operated
in the midwest region with annual revenues of approximately $5 million.
Effective May 12, 1999, Timmons-Sheehan merged with and into Marketing
Specialists Sales Company.

Planned Acquisitions. Richmont Marketing has been engaged in negotiations
and has recently entered into a definitive letter agreement to acquire all of
the capital stock of a regional food broker with operations in the midwest. The
purchase price for this company will not exceed $11.0 million. Richmont
Marketing has also

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signed a letter of intent for the acquisition of food broker based in the
northwest. The price for this company will not exceed $10.0 million. In
addition to the payment of the purchase prices, Richmont Marketing will be
assuming all of the outstanding liabilities of the acquired companies at
closing. It intends to finance these acquisitions with a combination of $13.0
million in cash and the balance in promissory notes. The acquisition of the
northwest target is scheduled for completion in August 1999, and the
acquisition of the midwest target is scheduled to be consummated concurrently
with the merger of Richmont Marketing with Merkert American.

Southeastern Food Service Operations. Richmont Marketing has terminated its
food service operations in Florida, Georgia and Tennessee. Richmont Marketing's
food service division primarily sells products and related services to
restaurants and institutions such as hospitals and schools. Richmont Marketing
does not anticipate any significant charges related to terminations, relocation
costs or facilities consolidation as a result of the closure of its operations
in Florida, Georgia, and Tennessee. Richmont Marketing maintains its operations
in other areas of the country.

Compensation of Named Executive Officers

The summary compensation table below sets forth information concerning
compensation paid in the fiscal year ended 1998 to Richmont Marketing's chief
executive officer and Richmont Marketing's five other most highly compensated
executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------ -------------
Other
Annual Securities All Other
Compen- Underlying Compen-
Salary sation(1) Options/SARs sation(2)
Name and Principal Position Year ($) ($) (#) ($)
- --------------------------- ---- --------- -------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Ronald D. Pedersen(3).......... 1998 441,000 -- -- 4,632
President, CEO and Director
Bruce A. Butler(4)............. 1998 307,154 270,613 -- 5,618
Executive Vice President and
Director
Jeffrey B. Hill(5)............. 1998 300,932 33,696 888 5,632
Executive Vice President and
Director
Richard Silvers................ 1998 179,808 43,708 533 2,660
Executive Vice President and
Chief Information Officer
(commenced employment January
26, 1998)
M. Brian Healy................. 1998 123,077 -- 355 81
Executive Vice President,
Chief Financial Officer and
Assistant Treasurer (commenced
employment on May 18, 1998,
and resigned on March 22,
1999)
Gary Guffey.................... 1998 178,045 -- -- 4,230
Executive Vice President and
Director (resigned on June 15,
1998)
</TABLE>
- --------
(1) Other annual compensation includes reimbursement of $243,113, $43,708 and
$33,696 in moving expenses for Messrs. Butler, Silvers and Hill,
respectively.
(2) Marketing Specialists Sales Company's matching contributions to its 401(k)
plan in 1998 for the executive officers were as follows: Mr. Pedersen,
$4,500; Mr. Butler, $5,486; Mr. Hill, $5,500; Mr. Silvers, $2,538; Mr.
Healy, $0; and Mr. Guffey, $4,154. Marketing Specialists Sales Company paid
for life insurance in 1998 for the officers in the amounts as follows: Mr.
Pedersen, $132; Mr. Butler, $132; Mr. Hill, $132; Mr. Silvers, $122; Mr.
Healy, $84; and Mr. Guffey, $76.

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(3) Mr. Pedersen's employment agreement, dated April 2, 1996, provides for an
annual base salary of $372,000, subject to annual adjustment by Richmond
Marketing's Board of Directors. Mr. Pedersen's salary has been fixed at
$441,000 for 1999.
(4) Mr. Butler's employment agreement, dated April 2, 1996, provides for an
annual base salary of $240,000, subject to annual adjustment by Richmont
Marketing's Board of Directors. Mr. Butler's salary has been fixed at
$330,000 for 1999.
(5) On April 1, 1999, Richmont Marketing entered into a new employment
agreement with Mr. Hill which will provide Mr. Hill with an annual base
salary of $330,000, subject to annual adjustment.

Compensation Committee

Richmont Marketing's board of directors does not have a compensation
committee. The board approves the compensation of executive officers based on
the recommendations made by the human resources and financial planning and
budgeting departments.

Compensation Packages

The primary element of Richmont Marketing's compensation program consists of
fixed compensation in the form of base salary and a discretionary bonus.
Another element of its compensation program consists of variable compensation
in the form of stock appreciation rights granted under its incentive plan.
Richmont Marketing's compensation policies regarding each of these elements,
including the basis for the compensation awarded to Mr. Pedersen, its chief
executive officer, are discussed below.

Base Salaries. Base salaries for executive officers are determined based on
several factors, including the responsibilities of the position held, the
experience and expertise of the individual, salary survey results for similarly
situated companies, salaries historically paid by Richmont Marketing, and its
performance relative to its competition.

Discretionary Bonus. In the past, Richmont Marketing has paid performance
bonuses annually in the sole discretion of its management. In 1998, performance
bonuses were specifically tied to overall revenue and EBITDA goals for Richmont
Marketing without regard to individual performance. Except for contractual
obligations to pay specific bonuses, Richmont Marketing did not pay bonuses to
executives for 1998. In order to better motivate employees, beginning in 1999,
Richmont Marketing's bonus policy will be based on three factors: individual
performance, the performance of the individual's region and overall company
performance. In determining the amount of bonus payable, these factors will be
weighted as follows: 25% for individual performance, 25% for regional
performance and 50% for Richmont Marketing's overall company performance.

Incentive Compensation Awards. The third component of non-stockholder,
executive officer compensation consists of stock appreciation rights awarded
under Richmont Marketing's incentive plan. These rights reflect a desire to
provide an equity-based incentive for the executive officers and key personnel
of Richmont Marketing. The incentive plan is administered by a committee
appointed by the board of directors to administer and monitor the plan. The
committee members are Messrs. Rochon, Byrd, Bouras and Butler. The committee
has responsibility for deciding which employees will receive stock appreciation
right awards, the number of stock appreciation rights to be received and the
terms of the stock appreciation rights.

Chief Executive Officer Compensation. In setting Mr. Pedersen's
compensation, Richmont Marketing's board of directors considers factors such as
corporate performance, without regard to any specific performance-related
targets, and individual experience and expertise. In addition, the board
considered Mr. Pedersen's salary history and compensation levels of chief
executive officers of other comparable companies. No particular weight is given
by the board to any of the foregoing factors.

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Option/Stock Appreciation Right Grants in Last Fiscal Year

Under Richmont Marketing's incentive plan, Richmont Marketing has awarded
senior management stock appreciation rights to 36 key employees. Each stock
appreciation right entitles the employee to realize the appreciation in value
of Richmont Marketing common stock over a five year period.

The stock appreciation rights vest five years after the date of their grant
and terminate 10 years from the date of their grant, unless sooner exercised or
canceled. Once vested, 20% of the stock appreciation rights become immediately
exercisable and an additional 20% becomes exercisable each year thereafter for
four years.

Upon a "change of control," as defined in Richmont Marketing's incentive
plan, all holders of outstanding stock appreciation rights, whether vested or
unvested, are deemed to have exercised their stock appreciation rights
immediately upon the occurrence of a change of control and cash is immediately
due and payable in respect of the stock appreciation rights. Richmont Marketing
believes that the proposed merger will not trigger these changes in control
obligations.

The following table sets forth information regarding stock appreciation
rights granted to Richmont Marketing's chief executive officer and Richmont
Marketing's five other most highly compensated executive officers during fiscal
1998.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Stock Appreciation
Individual Stock Appreciation Right Grants Right Term(1)
------------------------------------------------ ---------------------
Percent of
Total Stock
Number of Appreciation Rights
Securities Granted to
Underlying Employees Exercise
Appreciation Rights in Fiscal Price Expiration
Name Granted(#) Year ($/sh) Date 5%($) 10%($)
- ---- ------------------- ------------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Pedersen...... -- -- -- -- -- --
Bruce M. Butler......... -- -- -- -- -- --
Jeffrey B. Hill......... 888 9.3% 518 12/31/07 289,790 731,375
Richard Silvers......... 533 5.6% 518 12/31/07 173,939 438,989
M. Brian Healy(2)....... 355 3.7% 518 12/31/07 115,851 292,385
Gary Guffey............. -- -- -- -- -- --
</TABLE>
- --------
(1) The figures presented are based on the assumption that the stock price
underlying the stock appreciation rights will appreciate at rates of 5% and
10% per year, respectively, compounded over the full 10 year term of the
stock appreciation rights. However, the holding terms of the stock
appreciation rights and actual appreciation in the value of the underlying
stock, if any, may vary substantially from these assumptions.
(2) Mr. Healy resigned from his position at Richmont Marketing on March 22,
1999. In conection with this termination of employment, Mr. Healy's stock
appreciation rights were surrendered.

Aggregated Stock Appreciation Right Exercises in Last Fiscal Year and Fiscal
Year-End SAR Values

The following table provides information on the number of stock appreciation
rights held by Richmont Marketing's chief executive officer and Richmont
Marketing's five other most highly compensated executive officers at fiscal
year-end 1998.

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AGGREGATED OPTION/STOCK APPRECIATION RIGHT EXERCISES IN LAST FISCAL YEAR AND
YEAR-END OPTION/STOCK APPRECIATION RIGHT VALUES

<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Stock In-the-Money Stock
Shares Appreciation Rights at Appreciation Rights at
Acquired on Value Fiscal Year End(#) Fiscal Year End($)
Exercise Realized ------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable(1)
- ---- ----------- -------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Pedersen...... 0 -- 0 0 0 --
Bruce M. Butler......... 0 -- 0 0 0 --
Jeffrey B. Hill......... 0 -- 0 888 0 --
Richard Silvers......... 0 -- 0 533 0 --
M. Brian Healy.......... 0 -- 0 355 0 --
Gary Guffey............. 0 -- 0 0 0 --
</TABLE>
- --------
(1) Because all outstanding stock appreciation rights have been issued for less
than five years, none of the outstanding stock appreciation rights have
vested or possess current value.

Deferred Compensation

Richmont Marketing has entered into deferred compensation plans with each of
Messrs. Pedersen, Butler and Guffey. Under the plans, Mr. Pedersen will be
entitled to receive $2,750,000, and Mr. Butler will be entitled to receive
$1,250,000, upon the termination of their employment with Richmont Marketing.
Payments are to be made in monthly installments over a period not to exceed 120
months. Mr. Guffey is currently receiving monthly payments under his deferred
compensation plan; total payments to be made to Mr. Guffey over a ten year
period will equal $950,000. For a further description of the plans, you should
read "Richmont Marketing Specialists Inc.--Management Deferred Compensation
Plans."

Employment Agreements

On April 2, 1996, Richmont Marketing entered into employment agreements with
Ronald D. Pedersen and Bruce A. Butler. Under the employment agreements, the
executives are employed in the executive capacity or capacities as determined
by Richmont Marketing's Board of Directors. Under the terms of their respective
employment agreements, Mr. Pedersen receives an annual base salary of $372,000,
and Mr. Butler receives an annual base salary of $240,000, in each case subject
to annual adjustment. In 1998, as adjusted, Mr. Pedersen received a salary of
$451,000, and Mr. Butler received a salary of $317,153. On April 1, 1999,
Richmont Marketing entered into an employment agreement with Jeffrey B. Hill,
under which Mr. Hill will serve as President of Business Development of
Marketing Specialists Sales Company, or in any other capacity designated by
management from time to time. Mr. Hill will receive an annual base salary of
$330,000, subject to annual adjustment. In addition to the base salary, each
executive is entitled to receive a bonus, pursuant to Richmont Marketing's
bonus policy and subject to the sole and exclusive discretion of the Board of
Directors.

Mr. Pedersen's employment agreement provides for a five-year term expiring
on April 2, 2001. The initial term of Mr. Butler's employment agreement
provides for a three-year term, and expired on April 2, 1999. At that time, Mr.
Butler's employment agreement was automatically renewed for a one-year period.
Mr. Hill's employment agreement provides for a one-year term, expiring on April
1, 2000. Each of Mr. Pedersen's and Mr. Butler's employment agreements is
automatically renewed for a one-year period on its expiration date, and on each
anniversary thereof, unless the board of directors delivers to the executive a
notice of termination at least one year plus 120 days prior to the then-current
expiration date. Mr. Hill's employment agreement automatically renews for a
one-year period on the expiration date and on each anniversary thereof unless
terminated by Richmont Marketing in accordance with the terms of his agreement.
If Richmont Marketing terminates an executive without cause, that executive
shall receive all compensation and benefits entitled him under his employment
agreement through the expiration date. In addition, if Mr. Hill's contract is
not renewed other than for cause, he is entitled to severance payments equal to
his annual salary. Following the expiration

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<PAGE>

date, Mr. Hill may not compete with Richmont Marketing for a period of one
year; in addition, Messrs. Pedersen and Butler may not compete with Richmont
Marketing for a period of two years following the expiration date in the event
either is terminated for cause.

Beneficial Ownership of Stock

The following table sets forth the beneficial ownership of the common stock
of Richmont Marketing by:

. each person who is known by Richmont Marketing to own beneficially more
than 5% of the common stock of Richmont Marketing;

. each of Richmont Marketing's directors and executive officers who are
shareholders; and

. all directors and executive officers of Richmont Marketing as a group.

<TABLE>
<CAPTION>
Number
of Percentage of
Shares Shares
------ -------------
<S> <C> <C>
Stockholders Owning 5% or more of Richmont
Marketing Common Stock
MS Acquisition Limited
4300 Westgrove Drive
Dallas, Texas 75248...................................... 82,581 60.0%
Jeffrey A. Watt.......................................... 16,826 12.2%

Officers and Directors
John P. Rochon(1)........................................ -- --
Ronald D. Pedersen....................................... 25,842 18.8%
Timothy M. Byrd(1)....................................... -- --
Nick G. Bouras(1)........................................ -- --
Bruce A. Butler.......................................... 6,193 4.5%
All directors and executive officers of Richmont
Marketing Specialists as a group........................ 32,035 23.3%
</TABLE>
- --------
(1) Messrs. Rochon, Bouras and Byrd may be deemed to share beneficial
ownership of the 82,581 shares of common stock owned by MS Acquisition
Limited by virtue of their status as stockholders in the corporation which
is the managing general partner of Richmont Capital Partners I, L.P.,
which indirectly controls MS Acquisition Limited. Messrs. Rochon, Bouras
and Byrd disclaim beneficial ownership of these shares.

Relationships and Related Transactions

Stockholders Agreement

On October 7, 1997, Richmont Marketing entered into a stockholders
agreement with MS Acquisition Limited, and Ronald D. Pedersen, Bruce A.
Butler, Gary R. Guffey and Jeffrey A. Watt. Messrs. Pedersen, Butler, Guffey
and Watt comprise the minority stockholders of Richmont Marketing. These
parties constitute all of Richmont Marketing's common stockholders. Among
other things, the stockholders agreement:

(1) places significant restrictions on the ability of a minority
stockholder to transfer, pledge or otherwise dispose of his shares of
Richmont Marketing common stock prior to the initial public offering of
Richmont Marketing common stock;

(2) grants "tag-along" rights, i.e., rights to participate in a sale of
Richmont Marketing common stock on a pro rata basis, to each minority
stockholder in connection with the sale by MS Acquisition Limited of more
than 5% of its common stock of Richmont Marketing;

(3) places on the minority stockholders "come along" obligations, i.e.,
MS Acquisition Limited has the right to require Minority Stockholders to
participate in a sale of all Richmont Marketing common

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<PAGE>

stock, regarding all Richmont Marketing common stock held by the minority
stockholders, in connection with a sale by MS Acquisition Limited of all of
its Richmont Marketing common stock to a non-affiliated third party;

(4) grants to MS Acquisition Limited, first, Richmont Marketing, second
and the minority stockholders, third, a right of first refusal in the event
that a minority stockholder or his transferee desires to transfer any
Richmont Marketing common stock;

(5) grants, at any time during the first 15 days of each fiscal quarter
occurring between January 1, 2001 and December 31, 2003, to each minority
stockholder who is no longer an employee an option to sell, and requires
Richmont Marketing to purchase, his Richmont Marketing common stock, at a
per share price generally based on a negotiated multiple of Richmont
Marketing's EBITDA less funded debt, and payable in cash, notes, or a
combination of both;

(6) grants, at any time during the first 15 days of the second full
fiscal quarter occurring after the death or disability of a minority
stockholder, to the legal guardian or representative of the deceased or
disabled minority stockholder, an option to sell, and requires Richmont
Marketing to purchase, the Richmont Marketing common stock owned by the
deceased or disabled minority stockholder, at a per share price generally
based on a negotiated multiple of Richmont Marketing's EBITDA less funded
debt, and payable in cash, notes, or a combination of both; and

(7) grants to Richmont Marketing an option to repurchase, at a purchase
price described in the stockholders agreement, all or any of the Richmont
Marketing common stock owned by any minority stockholder who has been
terminated for cause by Richmont Marketing or Marketing Specialists Sales
Company, has become disabled, or has transferred shares of Richmont
Marketing common stock to a third party by operation of law pursuant to or
otherwise in connection with any minority stockholder's divorce, bankruptcy
or death.

The terms of Richmont Marketing's senior credit facility and the notes
currently restrict the amount of funds it may use, or its ability to incur
additional indebtedness, each of which may be necessary to satisfy its
commitments under the stockholders agreement.

In addition, the stockholders agreement contains a voting agreement, under
which Ronald D. Pedersen will nominate three members of Richmont Marketing's
Board of Directors and MS Acquisition Limited will nominate four members.

As of December 31, 1998, two of the four minority stockholders, owning an
aggregate of 16.7% of Richmont Marketing common stock, were no longer employed
by Richmont Marketing.

Upon consummation of the merger, the stockholders agreement will terminate
under its terms.

Registration Rights Agreement

Under a registration rights agreement between Richmont Marketing and MS
Acquisition Limited dated as of October 7, 1997, Richmont Marketing granted
demand registration rights and incidental registration rights to MS Acquisition
Limited regarding the sale of Richmont Marketing common stock held by it. The
registration rights agreement contains customary cutback provisions which may
limit the number of shares of common stock that MS Acquisition Limited may have
registered in an underwritten offering.

Equity Contribution Agreement

In connection with Richmont Marketing's becoming the holding company of
MSSC, on October 7, 1997, all of the stockholders of Marketing Specialists
Sales Company exchanged their Marketing Specialists Sales Company common stock
for an equivalent number of shares of Richmont Marketing common stock.

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<PAGE>

Gateway Lease Agreement

On May 1, 1991, Richmont Marketing's predecessor entered into a 10 year
lease with ABP Partners Ltd. relating to a 23,000 square foot building known as
2324 Gateway Drive in Irving, Texas. Ronald D. Pedersen is a general partner of
ABP Partners Ltd.

The Gateway lease contains customary covenants and provisions. Under the
terms of the Gateway lease, Richmont Marketing pays monthly rent of $20,700. In
August 1998, Richmont Marketing relocated its corporate headquarters and
therefore, no longer occupies this lease space. ABP Partners Ltd. recently
entered into a purchase agreement with a prospective purchaser for the sale of
the building. Subject to the prospective purchaser's right to conduct due
diligence, the sale is expected to close in June 1999. If the building is sold,
Richmont Marketing expects to be released from further obligations under the
Gateway lease.

Management Deferred Compensation Plans

Richmont Marketing has entered into deferred compensation plans with the
minority stockholders under which the minority stockholders will receive
payments upon termination of active employment with Richmont Marketing.
Payments of deferred compensation under these deferred compensation plans are
to be made in monthly installments over a period not to exceed 120 months.
Pursuant to amendments to each of these deferred compensation plans, dated
November 20, 1995, the minority stockholders became fully vested in the
deferred compensation plans. The minority stockholders are to receive aggregate
deferred compensation of $6.9 million.

The Debt Agreement

Under an agreement among MS Acquisition Limited, the minority stockholders
and Marketing Specialists Sales Company, dated as of September 12, 1997,
promissory notes held by MS Acquisition Limited in the amount of $1.5 million
and by the minority stockholders in the amount of $2 million were canceled and
contributed to the capital of Richmont Marketing. In addition, MS Acquisition
Limited contributed $1.5 million in cash. Following the consummation of this
capital contribution, the stock ownership of Marketing Specialists Sales
Company did not change.

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<PAGE>

RICHMONT MARKETING'S SELECTED HISTORICAL FINANCIAL DATA

In the table below, we provide you with selected historical financial data
for Richmont Marketing. Richmont Marketing has prepared this information using
the consolidated financial statements of Richmont Marketing or its predecessor
Marketing Specialists Sales Company for the five years ended December 31, 1998
and for the three months ended March 31, 1999 and 1998. The statement of
operations data for the four years ended December 31, 1998 and the balance
sheet data at December 31, 1998, 1997, 1996 and 1995 has been derived from its
audited financial statements for those periods. The statement of operations
data for the year ended December 31, 1994 and the balance sheet data at
December 31, 1994 is unaudited. The selected historical financial information
set forth below as of and for the three months ended March 31, 1999 and 1998
was derived from unaudited financial statements which, in the opinion of
management, reflect all normal recurring adjustments necessary for the fair
presentation of these financial statements. The results of operations for the
three month period ended March 31, 1999 are not necessarily indicative of the
results of operations to be expected for the full year.

The statement of operations and balance sheet data includes the operating
results and assets and liabilities of Bromar, Inc. and its subsidiaries since
its acquisition on October 31, 1996, Tower Marketing, Inc. since its
acquisition on May 31, 1997 and Atlas Marketing Company, Inc. and Subsidiaries
since its acquisition on December 19, 1997. Richmont Marketing has accounted
for the Atlas acquisition effective December 31, 1997 for financial reporting
purposes. The results of operations of Atlas during the period December 19,
1997 through December 31, 1997 were not material.

When you read this historical financial data, it is important that you read
along with it the historical financial statements and related notes, and
"Richmont Marketing Management's Discussion and Analysis of Financial Condition
and Results of Operations," all of which are included in this proxy statement.

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<PAGE>

<TABLE>
<CAPTION>
Three Months Ended Year Ended December 31,
March 31, (in thousands except per share amount)
------------------------ -------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
----------- ----------- -------- -------- ------- ------- -------
(dollars in thousands, except per share data)
---------------------------------------------------------------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue................. $ 52,503 $ 53,089 $218,294 $155,932 $73,447 $49,612 $46,359
Operating expenses:
Salaries, fringe
benefits and bonuses.. 34,089 34,390 135,934 98,036 46,486 31,805 30,722
Automobiles and related
expenses.............. 4,761 4,655 18,989 14,477 6,944 4,369 4,223
Sales and marketing
expense............... 3,790 3,229 13,866 11,122 5,181 3,718 1,880
Lease restructure
charge................ -- -- 1,700 -- -- -- --
General and
administrative
expense............... 9,173 6,975 31,827 22,005 10,804 7,582 6,265
Depreciation and
amortization.......... 7,280 9,640 32,735 14,355 5,554 2,786 2,551
-------- -------- -------- -------- ------- ------- -------
Total expenses......... 59,093 58,889 235,051 159,995 74,969 50,260 45,641
-------- -------- -------- -------- ------- ------- -------
Operating (loss)
income................. (6,590) (5,800) (16,757) (4,063) (1,522) (648) 718
Interest expense........ (4,297) (4,316) (17,489) (5,409) (2,671) (1,998) (1,742)
Other income (expense).. 313 754 1,836 876 509 505 (9)
-------- -------- -------- -------- ------- ------- -------
Loss before taxes....... (10,574) (9,362) (32,410) (8,596) (3,684) (2,141) (1,033)
Income tax expense
(benefit).............. (362) (1,594) (73) (1,169) (552) 138 60
-------- -------- -------- -------- ------- ------- -------
Net loss................ $(10,212) $ (7,768) $(32,337) $ (7,427) $(3,132) $(2,279) $(1,093)
======== ======== ======== ======== ======= ======= =======
Net loss per share...... $ (74.20) $ (56.44) (234.95) (53.96) (34.80) (23.43) (8.27)
======== ======== ======== ======== ======= ======= =======
Balance Sheet Data (end
of period):
Total assets............ $165,446 $203,140 $174,762 $211,530 $84,655 $23,893 $21,719
Long-term obligations,
including current
maturities............. 169,011 176,515 171,230 177,916 51,661 26,923 21,505
Shareholders' equity
(deficit).............. (33,240) 1,541 (23,028) 9,309 11,736 (8,838) (4,820)

The following table sets forth certain operating data as a percentage of
revenue for the periods indicated.

<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
------------------------ -------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
----------- ----------- -------- -------- ------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................. 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries, fringe
benefits and bonuses.. 64.9 % 64.8 % 62.3 % 62.9 % 63.3 % 64.1 % 66.3 %
Automobiles and related
expenses.............. 9.1 % 8.8 % 8.7 % 9.3 % 9.5 % 8.8 % 9.1 %
Sales and marketing.... 7.2 % 6.1 % 6.4 % 7.1 % 7.1 % 7.5 % 4.1 %
Lease restructure
charge................ 0.0 % 0.0 % 0.8 % 0.0 % 0.0 % 0.0 % 0.0 %
General and
administrative........ 17.5 % 13.1 % 14.6 % 14.1 % 14.7 % 15.3 % 13.5 %
Depreciation and
amortization.......... 13.9 % 18.2 % 15.0 % 9.2 % 7.6 % 5.6 % 5.5 %
-------- -------- -------- -------- ------- ------- -------
Total expenses......... 112.6 % 110.9 % 107.7 % 102.6 % 102.1 % 101.3 % 98.5 %
-------- -------- -------- -------- ------- ------- -------
Operating income........ (12.6)% (10.9)% (7.7)% (2.6)% (2.1)% (1.3)% 1.5 %
Interest expense........ (8.2)% (8.1)% (8.0)% (3.5)% (3.6)% (4.0)% (3.8)%
Other income (expense).. 0.6 % 1.4 % 0.8 % 0.6 % 0.7 % 1.0 % 0.0 %
-------- -------- -------- -------- ------- ------- -------
Loss before taxes....... (20.1)% (17.6)% (14.8)% (5.5)% (5.0)% (4.3)% (2.2)%
Income tax expense
(benefit).............. (0.7)% (3.0)% 0.0 % (0.7)% (0.8)% 0.3 % 0.1 %
-------- -------- -------- -------- ------- ------- -------
Net loss................ (19.5)% (14.6)% (14.8)% (4.8)% (4.3)% (4.6)% (2.4)%
======== ======== ======== ======== ======= ======= =======
</TABLE>

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<PAGE>

RICHMONT MARKETING MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis includes the historical results of
Richmont Marketing's operations and financial condition. Richmont Marketing,
which has no independent operations, was formed for the purpose of serving as
the holding company for Marketing Specialists Sales Company and its
subsidiaries and Atlas Marketing Company, Inc. and its subsidiaries. Richmont
Marketing is the primary obligor regarding some debt obligations, including the
10 1/8% senior subordinated notes due 2007. This discussion and analysis should
be read in conjunction with Richmont Marketing's historical financial
statements and accompanying footnote disclosures.

Historical Results of Operations

General

Richmont Marketing is one of the largest food brokers in the United States,
with operations covering the western, southeastern, south central, north
central and mid-Atlantic regions of the United States. Richmont Marketing
provides a comprehensive array of sales, marketing, merchandising, and order
management services to over 1,700 manufacturers of consumer goods and products.
Richmont Marketing markets the products of these manufacturers to leading
retailers and wholesalers operating in a variety of trade channels, including
grocery stores, mass merchandisers, membership warehouses, drug stores and
convenience stores. Richmont Marketing is generally paid a percentage of
product sales made by manufacturers to retailers. This percentage is normally a
commission of approximately 3-4% for manufacturer accounts for which Richmont
Marketing renders full services. Richmont Marketing does not assume ownership
of the products it markets for manufacturer.

As part of its growth strategy, Richmont Marketing has been a leader in
pursuing consolidation opportunities within the food brokerage industry. Since
the beginning of 1996, Richmont Marketing has completed 14 acquisitions of
local and regional food brokerage companies. The food brokerage companies that
Richmont Marketing acquired have generally had operating cost structures
similar to Richmont Marketing except for large compensation expenses paid to
previous owners and senior managers eliminated as the result of the
acquisitions.

On a historical basis, Richmont Marketing's revenue has been fairly
consistent throughout the year, with some seasonal increase realized during the
fourth quarter of each year due to increased sales during the holiday season.
Richmont Marketing does not believe that its revenues have been materially
affected by inflation or changing prices.

Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998

Revenue for the quarters ended March 31, 1999 as compared to the same period
in 1998, decreased 1% to $52.5 million from $53.1 million. This decrease
reflects the continued volatility in the food industry as retailers, food
companies and brokers continue to consolidate. These consolidations can effect
the relationship between food companies and their brokers and sometimes result
in the gains or losses of representation.

Total operating expenses increased to $59.1 million for the quarter ended
March 31, 1999, as compared to $58.9 million for the quarter ended March 31,
1998. Operating expenses, excluding amortization and depreciation, as a
percentage of revenues, increased to 98.7% for the quarter ended March 31,
1999, as compared to 92.8% for the quarter ended March 31, 1998. This increase
was primarily attributable to increased travel costs resulting from Richmont
Marketing's continued expansion into new markets and costs incurred relating to
Richmont Marketing's continued efforts to improve computers, software and
communications infrastructure. Depreciation and amortization decreased to $7.3
million (13.9% of revenue) in 1999 from $9.6 million (18.2% of revenue) in
1998. This decrease was primarily due to the reduction of the estimated useful
lives of goodwill and trained workforce that resulted in an additional one-time
charge of $1.7 million of amortization in the first quarter of 1998. As a
result of these factors, the operating loss increased to

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<PAGE>

$6.6 million for the quarter ended March 31, 1999, as compared to an operating
loss of $5.8 million for the quarter ended March 31, 1998.

Interest expense was $4.3 million for the quarter ended March 31, 1999 and
1998, primarily relating to the 10 1/8% senior subordinated notes.

Net loss increased to $10.2 million in the quarter ended March 31, 1999, as
compared to a net loss of $7.8 million in the quarter ended March 31, 1998, as
a result of the factors noted above.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenue increased to $218.3 million for the year ended December 31, 1998, as
compared to $155.9 million for the year ended December 31, 1997. Richmont
Marketing's revenue for the year ended December 31, 1998, included $49.4
million attributable to Atlas. Revenue excluding Atlas for the year ended
December 31, 1998, increased $13 million (8.3%) from revenue for the year ended
December 31, 1997 primarily as a result of the acquisition of Tower in May,
1997. Revenue included revenue attributable to Tower of $26.2 million for 1998
and $15.2 million for 1997.

Total operating expenses increased to $235.1 million for the year ended
December 31, 1998, as compared to $160 million for the year ended December 31,
1997. The increase was due primarily to the inclusion of the Tower and Atlas
operating expenses for the year ended December 31, 1998. As a percentage of
revenue, however, operating expenses, excluding amortization, depreciation and
the lease restructure change, decreased to 91.9% of revenue for the year ended
December 31, 1998, down from 93.4% of revenue for the year ended December 31,
1997. This decrease was primarily attributable to the ongoing integration of
acquired businesses and the reduction of headcount appropriate for the current
revenue base resulting in a reduction of salaries, associated fringe benefits,
automobiles, and sales and marketing expense. Depreciation and amortization
increased to $32.7 million (15% of revenue) in 1998 from $14.4 million (9.2% of
revenue) in 1997. Approximately $8.9 million of the increase is due to the
amortization of intangible assets resulting from the Tower and Atlas
acquisitions and approximately $9.4 million of the increase is due to the
reduction of the estimated useful lives of goodwill and trained workforce. The
1998 results also include a nonrecurring lease restructure charge of $1.7
million. As a result of these factors, Richmont Marketing's operating loss
increased to $16.8 million for the year ended December 31, 1998, as compared to
an operating loss of $4.1 million for the year ended December 31, 1997. See
"Richmont Marketing Management's Discussion and Analysis of Financial Condition
and Results of Operations--Accounting and Financial Disclosure" for a
discussion of the reduction of Richmont Marketing's amortization periods and an
explanation of the lease restructure charge.

Operating income before depreciation, amortization, and the lease
restructure charge increased to $17.7 million for the year ended December 31,
1998, as compared to $10.3 million for the year ended December 31, 1997, as a
result of the factors noted above.

Interest expense increased to $17.5 million in the year ended December 31,
1998, as compared to $5.4 million for the year ended December 31, 1997,
primarily due to the issuance of the notes and increases in outstanding debt
associated with acquisitions.

Net loss increased to $32.3 million in the year ended December 31, 1998, as
compared to a net loss of $7.4 million in the year ended December 31, 1997, as
a result of the factors noted above.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

Revenue increased to $155.9 million for the year ended December 31, 1997, as
compared to $73.4 million for the year ended December 31, 1996. The increase
was primarily attributable to the operations of Bromar and Tower, which were
acquired by Richmont Marketing in October 1996 and May 1997, respectively.
Revenue for the year ended December 31, 1997 included $71.2 million
attributable to Bromar and approximately $15.2 million attributable to Tower.
Richmont Marketing's revenue for 1996 included Bromar revenue of

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<PAGE>

$11.3 million for the two months ended December 31, 1996. Excluding revenue
attributable to Bromar and Tower, revenue for the year ended December 31, 1997
increased 11.9% from the year ended December 31, 1996, as the result of several
smaller acquisitions.

Total operating expenses increased to $160 million for the year ended
December 31, 1997, as compared to $75 million for the year ended December 31,
1996. The increase was due primarily to the addition of Bromar's operating
expenses for the entire year and Tower's operating expenses from June 1, 1997.
As a percentage of revenues, operating expenses excluding amortization and
depreciation did not change significantly from the previous year, decreasing to
93.4% for 1997, from 94.5% for 1996.

Operating income before depreciation and amortization increased to $10.3
million in 1997, as compared to $4 million in 1996, primarily due to the
inclusion of a full year of Bromar operating activity and seven months of Tower
operating activity. Operating loss increased to $4.1 million for the year ended
December 31, 1997, as compared to an operating loss of $1.5 million for the
year ended December 31, 1996, due to additional amortization expenses
associated with the Bromar and Tower acquisitions.

Interest expense increased to $5.4 million in 1997, as compared to $2.7
million in 1996, primarily due to increases in outstanding debt associated with
acquisitions completed during the year, increases in operating lines of credit,
and the issuance of the notes.

Net loss increased to $7.4 million in 1997, as compared to a net loss of
$3.1 million in 1996, as a result of the factors noted above.

Liquidity and Capital Resources

On December 19, 1997, Richmont Marketing completed a $100 million offering
of notes. The proceeds were used to acquire the common stock of Atlas Marketing
Company, a North Carolina-based broker, for $19.8 million in cash and repay
approximately $13.8 million of existing Atlas indebtedness. Additionally,
proceeds were used to repay approximately $15.5 million of existing Richmont
Marketing indebtedness, pay various debt issue costs of approximately $5.3
million, and purchase for $3.1 million software for accounting and human
resource applications. Richmont Marketing is using the remaining proceeds
primarily for anticipated future acquisitions, working capital, and general
corporate purposes.

Net cash provided by operating activities was $1.7 million for the year
ended December 31, 1998, as compared to net cash provided by operating
activities of $0.2 million for the same period in 1997. Results for 1998
include semi-annual interest payments aggregating to $10 million during the
year related to the notes.

Net cash used in investing activities was $4.6 million for the year ended
December 31, 1998, as compared to $35.9 million for the year ended December 31,
1997. The decrease was due primarily to the $33.6 million cash paid toward the
purchase of Atlas in 1997. Total capital expenditures for the year ended
December 31, 1998 were $6.8 million as compared to $2.8 million for the year
ended December 31, 1997. This increase was due to Richmont Marketing's
continued effort to significantly improve computers, software and
communications infrastructure.

Net cash used in financing activities was $11.8 million for the year ended
December 31, 1998, as compared to net cash provided by financing activities of
$77 million for the year ended December 31, 1997. In the year ended December
31, 1998, Richmont Marketing received no proceeds from borrowings or
contributed capital, as compared to net borrowings of $91.8 million and a
capital contribution of $2.4 million for the year ended December 31, 1997. In
the year ended December 31, 1997, Richmont Marketing paid various debt issue
costs of approximately $2 million compared to $0.3 million for the year ended
December 31, 1998. In the years ended December 31, 1998 and 1997, Richmont
Marketing made principal payments on debt, deferred payment agreements and
capital lease obligations of $11.5 million and $15.1 million, respectively.
Payments in 1997 include a non-recurring payment of approximately $1.2 million
for an acquisition-related note assumed by Richmont Marketing.

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<PAGE>

Net cash provided by operating activities was $.07 million for the quarter
ended March 31, 1999, as compared to net cash provided by operating activities
of $0.1 million for that same period in 1998.

Net cash used in investing activities was $1.3 million for the quarter ended
March 31, 1999, as compared to net cash used in investing activities of $1.8
million for the quarter ended march 31, 1998. These costs were primarily
associated with Richmont Marketing's effort to improve computers, software and
communications infrastructure. Richmont Marketing estimates its future
requirements for capital expenditures will be approximately $5 million per
year. Capital expenditures for information technology and systems will continue
to be made by Richmont Marketing to keep pace with the rapid changes occurring
in information technology.

Net cash used in financing activities was $3.4 million for the quarter ended
March 31, 1999, as compared to net cash used in financing activities of $3.5
million for the quarter ended March 31, 1998. In the quarter ended March 31,
1998, Richmont Marketing paid various debt issue costs of approximately $0.3
million. In the quarters ended March 31, 1999 and 1998, Richmont Marketing made
principal payments on debt, deferred payment agreements and capital lease
obligations of $3.4 million and $3.2 million, respectively.

Richmont Marketing's long-term obligations totaled $160.5 million as of
March 31, 1999, as compared to $159.6 million as of March 31, 1998. These long
term obligations at March 31, 1999 consist of $100 million due under the notes,
approximately $18.3 million payable under promissory notes relating to the
purchase price of acquired companies, approximately $10.0 million due under
covenants not to compete, approximately $30.0 million payable in deferred
payment and compensation arrangements and approximately $1.3 million in lease
obligations. Richmont Marketing estimates that the total principal and interest
payments under these various obligations will be approximately $23.2 million in
1999, $23.0 million in 2000, $21.5 million in 2002 and $18.2 million in 2003.

Richmont Marketing has a bank credit facility that provides for borrowings
not to exceed the lesser of $25,000,000 or a maximum borrowing base calculated
on certain percentages of eligible accounts receivable. As of March 31, 1999,
Richmont Marketing was not in compliance with certain covenant requirements of
the credit agreement. Under an amendment to the credit agreement, which
management expects to negotiate, all covenants would be waived through
September 30, 1999. Amounts outstanding under this facility are collateralized
by substantially all of Richmont Marketing's assets. At March 31, 1999, there
were no borrowings under the facility; however, a $1.3 million letter of credit
was outstanding. If the credit agreement is not amended, Richmont Marketing
will have no borrowings available under the facility. If an amendment to the
credit agreement is obtained and the terms of the borrowing base calculation
remain the same, the amount available for borrowings under the facility as
amended would be approximately $10.6 million as of March 31, 1999.

Richmont Marketing believes that cash flows provided by its operations,
together with our existing cash and amounts that will be available under the
senior credit facility, should be sufficient to fund Richmont Marketing's debt
service requirements, working capital needs, capital expenditures, and other
operating expenses in the foreseeable future. Richmont Marketing's future
operating performance and ability to service or refinance the notes will be
subject to future economic conditions and to financial, business, and other
factors, many of which are beyond our control.

Year 2000 Compliance

The year 2000 issue exists because many computer systems and applications
currently use two-digit date fields to designate a year. As the century date
change occurs, date sensitive systems recognize the year 2000 as 1900 or not at
all. The inability to recognize or properly respond to the year 2000 issue may
cause information technology (IT) systems and non-IT systems to incorrectly
process data resulting in among other things, a temporary inability to process
transactions or otherwise engage in normal business activities. Non-IT systems
include telephone systems, climate control, copy machines and other comparable
systems.

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<PAGE>

Richmont Marketing's business depends largely upon the ability of customers,
including grocery stores and mass merchandisers, to place orders through it for
its principals' products. Approximately eighty percent of all sales placed
through Richmont Marketing are done so electronically. Upon its receipt of
these orders, Richmont Marketing processes and forwards these orders
electronically to its principals. This order management system only works
efficiently if its computer systems and those of its customers and principals
are functioning properly. Through its order management system, Richmont
Marketing also maintains records regarding the sales volume it places, which is
necessary in determining its earned commissions.

Richmont Marketing has completed its assessment of both its IT and non-IT
systems for potential exposure to problems associated with year 2000 issues.
Richmont Marketing's assessment and evaluation efforts have included extensive
testing of both IT and non-IT systems, discussions with third parties,
participation in industry-wide committees dedicated to addressing year 2000
issues and other research.

Primarily as a result of the implementation of upgrades of the order
management system and the conversion to PeopleSoft financial systems in 1998,
Richmont Marketing believes that it has substantially reduced its potential
exposure to operational disruptions resulting from year 2000 issues. Both the
upgrades to the order management system and PeopleSoft are year 2000 compliant.
PeopleSoft includes accounting and human resources applications. The conversion
to PeopleSoft was part of an overall plan to integrate the operations of
recently acquired businesses and not in response to year 2000 issues.
Similarly, all of the costs incurred relating to the improvement of the order
management system were incurred in connection with planned upgrading activities
rather than in response to the results of its year 2000 compliance evaluation.

The order management system for Richmont Marketing's operations acquired
from Atlas has not yet been converted, but is scheduled to be upgraded in June
1999. Replacements for personal computers, which were not year 2000 compliant,
have recently been purchased at a cost of approximately $128,000. Following
this upgrade and these installations, Richmont Marketing believes all of its
systems will be compliant.

In addition to IT systems, Richmont Marketing is upgrading its non-IT
systems. Testing was conducted on its telephone systems in each of its offices.
Fourteen systems were found to be non-compliant. Each of these systems will be
replaced with new systems by September 30, 1999 at an approximate total cost of
$200,000. Richmont Marketing has engaged in communications with the property
management companies of its leased properties to assess their plans to ensure
that its facilities will be year 2000 compliant. Richmont Marketing will
continue these communications until it gains assurances that the systems within
its facilities will be fully operational in the year 2000.

Assuming the satisfactory operations of universal providers, such as utility
and telephone companies, Richmont Marketing's most reasonably likely worst case
will be the failure by its manufacturers and customers to remedy their own year
2000 issues. Although Richmont Marketing has initiated efforts to communicate
with these parties regarding their year 2000 plans, it has not received written
assurances that they have addressed and corrected all expected year 2000
problems which may have a material adverse effect on Richmont Marketing.
Richmont Marketing's own testing and evaluation efforts of its IT systems,
including its order management system, have included some of its key principals
and customers. All test orders have been completed successfully. Richmont
Marketing will continue this testing and its efforts to gain assurances these
third parties' systems, particularly those related to electronic order
management, will be operational.

Richmont Marketing has not completed a comprehensive written contingency
plan in the event that it has not achieved year 2000 compliance including the
receipt of sufficient assurances from its customers, manufacturers and third-
party vendors that they are ready. Richmont Marketing expects to have one
completed by August 1, 1999. Its order management system currently includes the
ability to fax orders, which some customers currently use. In preparation for
the possibility that all or some orders may not be capable of being
electronically transmitted, approximately 15 additional fax machines will be
installed and trained personnel in place to receive, process and transmit
orders by fax. Future contingency plans will also include a plan to have
employees personally pick up and deliver orders if necessary.

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<PAGE>

Richmont Marketing has not delayed any planned projects as a result of year
2000 issues.

Quantitative and Qualitative Disclosures About Market Risk

Richmont Marketing is exposed to market risk related to its credit facility
as discussed in the notes to Richmont Marketing's consolidated financial
statements. The interest rate on borrowings under the credit facility is
subject to fluctuations in the market. Richmont Marketing does not believe its
market risk is material to Richmont Marketing's consolidated financial
statements.

Accounting and Financial Disclosure

Effective January 1, 1998, Richmont Marketing reduced the amortization
period of goodwill from ten years to five years to more accurately reflect the
current estimated useful life of the recorded intangibles.

Note Regarding "Forward Looking Statements"

The information set forth herein includes "forward looking statements"
within the meaning of the securities laws. All statements regarding Richmont
Marketing's expected financial position, business, and financing plans are
forward looking statements. Although Merkert American and Richmont Marketing
believe that the expectations reflected in such forward looking statements are
reasonable, Richmont Marketing can not give any assurance that these
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from these expectations are disclosed
in this document and should be considered in conjunction with the forward
looking statements included in this document. All subsequent written and oral
forward looking statements relating to Richmont Marketing, or its operations,
are expressly qualified in their entirety by the cautionary statements.

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<PAGE>

MANAGEMENT

Directors of the Surviving Company

The Board of Directors of the surviving company will consist of nine
directors. Of the nine directors, four currently serve on the Merkert American
Board of Directors, four currently serve on the Richmont Marketing Board of
Directors and one is currently unaffiliated with either company. The following
individuals will be the directors of the surviving company:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Timothy M. Byrd......... 44 Director
Nick G. Bouras.......... 46 Director
Edward P. Grace, III.... 48 Director
Gerald R. Leonard....... 52 Chief Executive Office, President and Director
James L. Monroe......... 40 Director
Ronald D. Pedersen...... 59 Chairman of the Board of Directors
John P. Rochon.......... 47 Director
James A. Schlindwein.... 70 Director
Michael J. Merriman..... 42 Director

Management of the Surviving Company

The following individuals will serve as executive officers of the surviving
company in the indicated capacities:

<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Ronald D. Pedersen...... 59 Chairman of the Board of Directors
Gerald R. Leonard....... 52 Chief Executive Officer and President
Bruce A. Butler......... 50 Chief Operating Officer
Joseph T. Casey......... 44 Chief Financial Officer
Douglas H. Holstein..... 55 Executive Vice President--Sales
Jeffrey A. Hill......... 44 Executive Vice President--New Business Development
Sidney D. Rogers, Jr.... 47 Chief Administrative Officer

Current Directors of Merkert American

The following table sets forth information concerning Merkert American's
current directors:

<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Gerald R. Leonard....... 52 Chairman of the Board, Chief Executive Officer and President
Douglas H. Holstein..... 55 Chief Operating Officer of Merkert American and Director
Edward P. Grace, III.... 48 Director
James L. Monroe......... 40 Director
James A. Schlindwein.... 70 Director
</TABLE>

Under Merkert American's current certificate of incorporation, the terms of
Messrs. Holstein and Schlindwein expire at the 1999 annual meeting. The terms
of Messrs. Leonard, Grace and Monroe expire at the annual meeting of
stockholders to be held in 2000.

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<PAGE>

Current Officers of Merkert American

The following table sets forth information concerning Merkert American's
current executive officers:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Gerald R. Leonard....... 52 Chairman of the Board, Chief Executive Officer and President
Douglas H. Holstein..... 55 Chief Operating Officer of Merkert American and Director
Joseph T. Casey......... 44 Chief Financial Officer
Sidney D. Rogers, Jr. .. 47 Chief Administrative Officer and Secretary
Marty D. Carter......... 39 Vice President of Acquisitions
Glenn F. Gillam......... 47 Executive Vice President of Merkert American Co., Inc.
</TABLE>

Biographies

Nick G. Bouras is Vice President, Assistant Secretary and a Director of
Richmont Marketing and Vice President, Assistant Secretary and a Director of
Marketing Specialists Sales Company. Mr. Bouras has been President and Chief
Executive Officer of Richmont Corporation since 1989. Prior to his role at
Richmont, Mr. Bouras was Vice President, Investments of Mary Kay, Inc. Mr.
Bouras also spent several years as a tax accountant with Ernst & Young and
Touche Ross & Company. Mr. Bouras has been a Director of Richmont Marketing
since 1997.

Bruce A. Butler is Executive Vice President and a Director of Richmont
Marketing. Mr. Butler has served as a Director of Richmont Marketing since
1997. Mr. Butler has held several positions since 1991, including Vice
President--Branch Manager, Tampa Operations and Director of Confection, and
currently serves as Marketing Specialists Sales Company's Executive Vice
President. Mr. Butler is responsible for all operating units in Marketing
Specialists Sales Company and is a member of the Board of Directors of
Marketing Specialists Sales Company. Mr. Butler began his career with
Marketing Specialists Sales Company when his former employer, the Trigg
Company, Inc., was acquired by Marketing Specialists Sales Company in 1991.
Prior to that time, Mr. Butler held management positions with the Kroger
Company and Paul Inman Associates, Inc., a Detroit based food broker.

Timothy M. Byrd is the Chief Administrative Officer, Assistant Treasurer
and a Director of Richmont Marketing. Mr. Byrd has served as a Director of
Richmont Marketing since 1997. Mr. Byrd has also served as the Chief
Administrative Officer of Marketing Specialists Sales Company since September
1998 and as a Director of Marketing Specialists Sales Company since 1996.
Since 1990, Mr. Byrd has been the Chief Financial Officer of Mary Kay Holding
Corporation as well as the Chief Financial Officer of Richmont Corporation.
From 1980 to 1990, Mr. Byrd served in various accounting and finance positions
at Mary Kay, Inc., including Chief Financial Officer and Vice President and
Controller. He is also a member of the Office of the Chairman of Mary Kay
Holding Corporation.

Marty D. Carter has served as Vice President of Acquisitions of Merkert
American since the consummation of Merkert American's initial public offering.
Mr. Carter has also served as Chief Financial Officer of Rogers from 1987
until its acquisition by Merkert American.

Joseph T. Casey has served as Chief Financial Officer of Merkert American
since the consummation of Merkert American's initial public offering. Mr.
Casey was previously Chief Financial Officer of Monroe & Company, LLC, a
merchant banking firm, from 1997 until December 1998. From 1993 to 1997, Mr.
Casey was Chief Financial Officer for the Quality Systems Group of Intertek
Testing Services, a consumer products testing company. In these positions, Mr.
Casey had general charge and responsibility for all financial matters.

Glenn F. Gillam has served as Executive Vice President of Merkert American
Co., Inc. since April 1999. Mr. Gillam was President of Merkert Enterprises
from June 1998 to April 1999. Mr. Gillam was President of the Food
Enterprises, New England Division, of Merkert Enterprises from 1994 until
1998, and has been with Merkert Enterprises in various capacities since 1983.

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<PAGE>

Edward P. Grace, III has served as a Director of Merkert American since the
consummation of its initial public 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, Bryant College, and Johnson & Wales University.

Jeffrey B. Hill is Executive Vice President and a Director of Richmont
Marketing. Mr. Hill has served as a director of Richmont Marketing since 1998.
With Marketing Specialists Sales Company, Mr. Hill has served as Executive Vice
President and President of the Western Division. Mr. Hill held various
management positions with Bromar, a company acquired by Marketing Specialists
Sales Company, including Chief Executive Officer. He has also held management
positions with Combe, Inc. and Johnson & Johnson.

Douglas H. Holstein has been Chief Operating Officer and a Director of
Merkert American since consummation of Merkert American's initial public
offering. Mr. Holstein was President of Rogers from January 1993 until its
acquisition by Merkert American. Mr. Holstein has been in various executive
capacities with Rogers beginning in 1981. Prior to joining Rogers, Mr. Holstein
was the Regional Director of the Southeast for the Green Giant Company.

Gerald R. Leonard has been Chairman of the Board, Chief Executive Officer
and President of Merkert American since the consummation of Merkert American's
initial public offering. Mr. Leonard was previously Chief Executive Officer of
Merkert American Co., Inc., formerly known as Merkert Enterprises, Inc., from
September 1994 until December 1998 and served as the President of Merkert
Enterprises from September 1994 until June 1998. From May 1992 to September
1994, Mr. Leonard served Merkert Enterprises as President of the Food
Enterprises, New England Division, and has been with Merkert Enterprises in
various executive capacities since 1983.

Michael J. Merriman has served as a Director of Royal Appliance Mfg. Co.,
the parent company of Dirt Devil, Inc., since October 1993. Mr. Merriman was
appointed Chief Executive Officer of Royal Appliance in July 1995 and President
and Chief Operating Officer in January 1995. From May 1992 until his
appointment as President, he had been Vice President--Finance, Treasurer and
Secretary of Royal Appliance. Richmont Capital Partners I, L.P. owns
approximately 15.6% of the common stock of Royal Appliance.

James L. Monroe has served as a Director of Merkert American since March
1998. Mr. Monroe was the President and sole Director of Merkert American from
March 1998 until the consummation of the initial public offering in December
1998. Since 1997, Mr. Monroe has been a principal of Monroe & Company, LLC, a
merchant banking firm he founded that invests in companies in consolidating
industries. From January 1994 until December 1996, Mr. Monroe was a Senior Vice
President of Oppenheimer & Co., Inc., an investment banking and brokerage firm,
where he managed the Boston corporate finance department and the national
consumer industry banking practice.

Ronald D. Pedersen is President, Chief Executive Officer and a Director of
Richmont Marketing. Mr. Pedersen has served as a director of Richmont Marketing
since 1997. Mr. Pedersen is also President, Chief Executive Officer and a
Director of Marketing Specialists Sales Company. Mr. Pedersen has been in the
food industry for over 30 years, including three years with Anderson Clayton
foods and 7 years with Colgate Palmolive. He is a past Chairman and current
member of the Board of the Association of Sales and Marketing Companies.

John P. Rochon is the Chairman of the Board of Directors of Richmont
Marketing and has served in this capacity and as a Director since 1997. Mr.
Rochon has served on Marketing Specialists Sales Company's Board of Directors
since 1996, and is currently Chairman of the Board of Directors of Richmont
Corporation, a merchant banking, investment holding and trading company, and
Chief Executive Officer of Mary Kay Holding

110
<PAGE>

Corporation, a role he has had since 1991. Formerly, Mr. Rochon held several
executive positions with Mary Kay, Inc., including Vice Chairman, Chief
Financial Officer, Corporate Controller and Director of Manufacturing. Mr.
Rochon currently serves on the Board of Directors of Nu-kote Holding, Inc. and
Royal Appliance Mfg. Co.

Sidney D. Rogers, Jr. has served as Chief Administrative Officer and
Secretary of Merkert American since the consummation of Merkert American's
initial public offering. Mr. Rogers was Chief Financial Officer and Vice
President of Merkert Enterprises from 1994 until Merkert American's acquisition
of Merkert Enterprises in December 1998. He began working at Merkert
Enterprises in 1977 and served as Vice President of Administration of Merkert
Enterprises from 1986 to 1994.

James A. Schlindwein has been a Director of Merkert American since the
consummation of its initial public offering. 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, Agra Quest, Inc., Chilay Corporation and Thompson's Pet Pasta
Products, Inc.

There are no family relationships among any of the current or proposed
Directors and executive officers of Merkert American.

OTHER MATTERS

Merkert American does not expect that any matters other than those described
in this document will be brought before the Merkert American annual meeting. If
any other matters are presented, however, the persons named in the Merkert
American proxy intend to vote the proxy in their discretion.

EXPERTS

The financial statements of Merkert American, Merkert Enterprises, Inc. and
Rogers-American included in this proxy 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 its reports, and are included
herein in reliance upon the authority of that firm as experts in giving said
reports.

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Richmont Marketing at December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998, as set forth
in their report. These consolidated financial statements are included in this
document in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Atlas Marketing Company, Inc. for each of the two years in the
period ended December 31, 1997, as set forth in their report. These
consolidated financial statements are included in this document in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Bromar for the ten month period ended October 31, 1996, as set
forth in their report. These consolidated financial statements are included in
this document in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

Representatives from Arthur Andersen will be present at the special meeting
in lieu of the annual meeting. The representatives will have the opportunity to
make a statement and will be available to respond to appropriate questions.

111
<PAGE>

MERKERT AMERICAN STOCKHOLDER PROPOSALS

In order for us to consider a stockholder proposal for inclusion in next
year's proxy materials we must receive the stockholder proposal at 490 Turnpike
Street, Canton, Massachusetts 02021, Attention: Secretary, no later than 5:00
p.m., local time, March 14, 2000. For all other matters that a stockholder
wishes to bring before next year's annual meeting, the stockholder proposal
must be received by us, at the address above, after April 20, 2000 but prior to
5:00 p.m. local time, June 3, 2000.

WHERE YOU CAN FIND MORE INFORMATION

Merkert American files annual, quarterly, and current reports, proxy
statements, and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements, or other information that
Merkert American files at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Merkert American public
filings are also available to the public from commercial document retrieval
services and at the Internet World Wide Web site maintained by the Securities
and Exchange Commission at http://www.sec.gov.

We may have sent to you some of the documents we have filed with the
Securities and Exchange Commission, but you can obtain any of them by
contacting us or the Securities and Exchange Commission or by accessing the
Securities and Exchange Commission's Internet World Wide Web site described
above. Documents incorporated by reference are available from us without
charge, excluding all exhibits unless specifically incorporated by reference as
an exhibit to this document. Stockholders may obtain documents incorporated by
reference in this document upon written or oral request to the following
address or telephone number:

Merkert American Corporation
490 Turnpike Street
Canton, MA 02021
Telephone: (781) 828-4800
Attention: Sidney D. Rogers, Jr.

We will send any document so requested to you by first class mail or other
equally prompt means within one day of receiving the request.

If you would like to request documents from us, please do so at least five
business days before the date of the annual meeting in order to receive timely
delivery of these documents before the annual meeting.

In addition, please contact our proxy solicitation agent, D.F. King & Co.,
Inc., toll free at (800) 848-2998 should you have any questions regarding the
special meeting or the merger or if you need additional copies of this proxy
statement, the Form 10-K or a proxy card.

You should rely only on the information contained in this document to vote
your shares at the annual meeting. We have not authorized anyone to provide you
with information that is different from what is contained in this document.
This document is dated July 12, 1999. You should not assume that the
information contained in this document is accurate as of any date other than
that date, and the mailing of this document to stockholders does not create any
implication to the contrary. This proxy statement does not constitute a
solicitation of a proxy in any jurisdiction where, or to or from any person to
whom, it is unlawful to make such proxy solicitation in such jurisdiction.

112
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Financial Statements:
Pro Forma Combined Financial Statements
Pro Forma Balance Sheet as of March 31, 1999 (unaudited).................. F-6
Pro Forma Combined Statement of Operations for the year ended December 31,
1998 and Quarter ended March 31, 1999 (unaudited)........................ F-8

Merkert American Corporation and Subsidiaries:
Condensed Consolidated Balance Sheets as of December 31, 1998 and March
31, 1999 (unaudited)..................................................... F-10
Condensed Consolidated Statement of Operations Quarter ended March 31,
1999 (unaudited)......................................................... F-11
Condensed Consolidated Statement of Cash Flows Quarter ended March 31,
1999 (unaudited)......................................................... F-12
Notes to Condensed Consolidated Financial Statements (unaudited).......... F-13
Predecessor Company--Merkert Enterprises, Inc. and Subsidiary Consolidated
Statement of Operations Quarter ended March 31, 1998 (unaudited)......... F-15
Predecessor Company--Merkert Enterprises, Inc. and Subsidiary Consolidated
Statement of Cash Flows Quarter ended March 31, 1998 (unaudited)......... F-16
Predecessor Company--Rogers American Company, Inc. and Subsidiary
Consolidated Statement of Operations Quarter ended March 31, 1998
(unaudited).............................................................. F-17
Predecessor Company--Rogers American Company, Inc. and Subsidiary
Consolidated Statement of Cash Flows Quarter ended March 31, 1998
(unaudited).............................................................. F-18
Predecessor Company--Notes to Consolidated Financial Statements
(unaudited).............................................................. F-19

Merkert American Corporation and Subsidiaries:
Report of Independent Public Accountants................................. F-20
Consolidated Balance Sheets as of March 31, 1998 and December 31, 1998... F-21
Consolidated Statement of Operations for the period March 4, 1998 to
December 31, 1998....................................................... F-22
Consolidated Statement of Stockholders' Equity for the period March 4,
1998 to
December 31, 1998....................................................... F-23
Consolidated Statement of Cash Flows for the period March 4, 1998 to
December 31, 1998....................................................... F-24
Notes to Consolidated Financial Statements............................... F-25

Predecessor Company--Merkert Enterprises, Inc. and Subsidiary:
Report of Independent Public Accountants................................. F-39
Consolidated Balance Sheets as of December 31, 1996 and December 31,
1997.................................................................... F-40
Consolidated Statements of Operations for the years ended December 31,
1996, December 31, 1997 and the period ended December 18, 1998.......... F-41
Consolidated Statements of Stockholders' Deficit for the years ended
December 31, 1996, 1997 and the period ended December 18, 1998.......... F-42
Consolidated Statements of Cash Flows for the years ended December 31,
1996, December 31, 1997 and the period ended December 18, 1998.......... F-43
Notes to Consolidated Financial Statements............................... F-44

Predecessor Company--Rogers-American Company, Inc. and Subsidiary:
Report of Independent Public Accountants................................. F-53
Consolidated Balance Sheets as of December 31, 1996 and December 31,
1997.................................................................... F-54
Consolidated Statements of Operations for the years ended December 31,
1996, December 31, 1997 and the period ended December 18, 1998.......... F-55
Consolidated Statements of Stockholders' Equity (Deficit) for the years
ended December 31, 1996, 1997 and the period ended December 18, 1998.... F-56
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
Page
-----
<S> <C>
Consolidated Statements of Cash Flows for the years ended December 31,
1996, December 31, 1997 and the period ended December 18, 1998......... F-57
Notes to Consolidated Financial Statements.............................. F-58

Consolidated Financial Statement Schedule:
Merkert American Corporation and Subsidiaries:

II. Valuation and Qualifying Accounts for the period ended December 31,
1998.................................................................. F-68

Historical Consolidated Financial Statements of Richmont Marketing
Specialists Inc.:
Comparative Consolidated Balance Sheets at March 31, 1999 (unaudited) and
December 31, 1998....................................................... F-69
Comparative Consolidated Statements of Operations Quarters ended March
31, 1999 and March 31, 1998 (unaudited)................................. F-70
Comparative Consolidated Statements of Cash Flows Quarters ended March
31, 1999 and
March 31, 1998 (unaudited).............................................. F-71
Notes to Consolidated Financial Statements (unaudited)................... F-72
Report of Independent Auditors........................................... F-76
Consolidated Balance Sheets at December 31, 1998 and 1997................ F-77
Consolidated Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996..................................................... F-78
Consolidated Statements of Shareholders' Equity (Deficit) for the Years
Ended December 31, 1998, 1997 and 1996.................................. F-79
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996..................................................... F-80
Notes to the Consolidated Financial Statements........................... F-81

Historical Consolidated Financial Statements of Atlas Marketing Company,
Inc. and Subsidiaries:
Report of Independent Auditors........................................... F-94
Consolidated Statements of Operations for the Years Ended December 31,
1997 and 1996........................................................... F-95
Consolidated Statements of Cash Flows for the Years Ended December 31,
1997 and 1996........................................................... F-96
Notes to the Consolidated Financial Statements........................... F-97

Historical Consolidated Financial Statements of Bromar, Inc. and
Subsidiaries:
Report to Independent Auditors........................................... F-102
Consolidated Statement of Income for the Ten Months Ended October 31,
1996.................................................................... F-103
Consolidated Statement of Cash Flows for the Ten Months Ended October 31,
1996.................................................................... F-104
Notes to the Consolidated Financial Statements........................... F-105
</TABLE>

F-2
<PAGE>

MERKERT AMERICAN CORPORATION AND RICHMONT MARKET SPECIALISTS

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The following unaudited pro forma combined financial statements give effect
to the merger of Merkert American and Richmont Marketing. This merger will be
accounted for using the purchase method of accounting. Merkert American has
been designated as the accounting acquiror as the current stockholders of
Merkert American will own the largest portion of common stock of the combined
company.

The unaudited pro forma combined balance sheet gives effect to the
transaction as if it had occurred on March 31, 1999. The unaudited pro forma
combined statement of operations for the year ended December 31, 1998 gives
effect to:

(i) the combination of Merkert American, Merkert Enterprises, Inc. and
Rogers-American Company, Inc. as if that combination occurred on
January 1, 1998; and

(ii) the merger of Merkert American and Richmont Marketing as if that
merger occurred on January 1, 1998.

The unaudited pro forma combined statement of operations for the three
months ended March 31, 1999 gives effect to the merger of Merkert American and
Richmont Marketing as if that merger occurred on January 1, 1998.

The pro forma adjustments discussed herein are based on estimates, and
certain assumptions. It is management's opinion that the final allocation of
the purchase price will not differ materially from the preliminary estimated
amounts. Management anticipates that the final price allocation will be
completed soon after the consummation of the transaction. The pro forma
financial data do not purport to represent what Merkert American's financial
position or results of operation would actually have been if such transactions
had in fact occurred on those dates and are not necessarily representative of
Merkert American's financial position or results of operation of Merkert
American for any future period.

F-3
<PAGE>

MERKERT AMERICAN CORPORATION AND RICHMONT MARKET SPECIALISTS

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. General

Merkert American was organized in March 1998 to create a leading food
brokerage firm providing outsourced sales, merchandising and marketing services
to manufacturers, suppliers and producers of food products and consumer goods
("Manufacturers"). Merkert American 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"). Merkert American's
principal source of revenue is commissions it receives from Manufacturers.
Merkert American's other activities include managing private label programs on
behalf of selected Retailers.

Prior to December 18, 1998 Merkert American conducted operations only in
connection with the combination of Merkert Enterprises and Rogers-American (the
"Combination") and Merkert American's initial public offering (the "Offering").
On December 18, 1998, Merkert American purchased all of the issued and
outstanding capital stock of Merkert Enterprises and Rogers-American in the
Combination.

On December 18, 1998 Merkert American sold 4.4 million shares of its common
stock at a price of $15.00 per share.

The operating results of Merkert American reflect only activity subsequent
to the Combination and the Offering, from December 18, 1998 to December 31,
1998 with respect to Merkert Enterprises and Rogers-American. Prior to December
18, 1998 Merkert American's Statement of Operations only reflects the non-
recurring, non-cash compensation charge of approximately $1.3 million in the
second quarter of 1998 pertaining to the April 1998 purchases of 275,222 shares
of common stock from Merkert American.

Prior to the Combination, Merkert Enterprises and Rogers-American operated
throughout the periods presented as independently owned entities. For financial
reporting purposes, Merkert American is presented as acquiring Merkert
Enterprises and Rogers-American. Merkert Enterprises, headquartered in Canton,
Massachusetts, was founded in 1950 and operated 10 offices throughout New
England, New York, and the mid-Atlantic, from Maine west to Ohio and south to
Virginia. Rogers-American, headquartered in Charlotte, North Carolina, was
founded in 1934 and operated 20 offices throughout the southeastern and mid-
Atlantic United States.

2. Merger with Richmont Marketing Specialists Inc.

In April 1999, Merkert American signed a definitive merger agreement with
Richmont Marketing Specialists Inc. Under the terms of the transaction, the
stockholders of Richmont Marketing will receive 6,705,551 shares of Merkert
American's common stock. In addition, Merkert American will grant to certain
stockholders and employees of Richmont Marketing options to purchase an
additional 800,000 shares (subject to increase by 195,000 to 995,000 shares) of
Merkert American's stock at a per share price equal to the greater of fair
market value at the grant date or $13.50. For purposes of computing the
estimated purchase price for accounting purposes, the fair value of the shares
is determined by applying a 10% discount to the market value of the shares
issued due to restrictions on the sale and transferability of the shares
issued. The shares issued to the stockholders of Richmont 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. Merkert American will assume all of
Richmont Marketing's outstanding debt, which net of cash on hand at March 31,
1999 totaled approximately $147 million. The excess of the purchase price over
the fair value of the net liabilities assumed will be assigned to goodwill,
subject to an appraisal of the assets.

Upon the consummation of the merger, Merkert American plans to complete the
integration of the two companies. As part of this integration, Merkert American
will consolidate several offices in geographic

F-4
<PAGE>

locations in which both Merkert American and Richmont Marketing currently
operate. Merkert American expects to achieve significant savings associated
with these consolidations including payroll and other operating costs
associated with reduced headcount and office expenses. In addition, Merkert
American expects to eliminate several executive, selling and general
administrative personnel that the management of Merkert American believe will
no longer be required upon the integration.

The estimated results of Merkert American's plans of integration are not
reflected in the accompanying Pro Forma Combined Financial Statements.

F-5
<PAGE>

MERKERT AMERICAN CORPORATION

PRO FORMA BALANCE SHEET
(Unaudited)

As of March 31, 1999

<TABLE>
<CAPTION>
Merkert Richmont Pro forma Pro forma
American Marketing Adjustments Combined
-------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents......... $ 1,362 $ 21,978 $(8,300)(a) $ 15,040
Restricted cash................... 8,281 8,281
Accounts receivables, net......... 23,971 28,742 52,713
Inventories....................... 1,423 1,423
Income taxes receivable........... 2,441 2,441
Prepaid expenses and other........ 1,158 3,582 4,740
-------- -------- ------- --------
Total current assets............ 38,636 54,302 (8,300) 84,638
Plant and equipment, net.......... 17,202 22,930 40,132
Goodwill and other intangible
assets, net...................... 131,049 81,550 104,971 (a) 317,570
Other assets...................... 5,897 6,664 12,561
-------- -------- ------- --------
Total assets.................... $192,784 $165,446 $96,671 $454,901
======== ======== ======= ========
Liabilities and Stockholders'
Equity
Accounts payable and accrued
expenses......................... $ 24,512 $ 19,212 $ 43,724
Current maturities of long term
debt............................. 14,246 9,367 23,613
-------- -------- --------
Total current liabilities....... 38,758 28,579 67,337
Long term debt, net of current
portion.......................... 74,443 159,643 234,086
Other liabilities................. 1,110 10,463 11,573
-------- -------- --------
Total liabilities............... 114,311 198,685 312,996
Stockholders' equity
Common Stock.................... 75 2 65 (b) 142
Additional paid in capital...... 78,032 31,306 32,059 (c) 141,397
Retained earnings (Accumulated
deficit)....................... 366 (63,042) 63,042 (b) 366
Treasury stock.................. -- (1,505) 1,505 (b) 0
-------- -------- ------- --------
Total stockholders' equity
(deficit).................... 78,473 (33,239) 96,671 141,905
-------- -------- ------- --------
Total liabilities and
stockholders' equity............. $192,784 $165,446 $96,671 $454,901
======== ======== ======= ========
</TABLE>

See the accompanying notes to the unaudited Pro Forma combined Financial
Statements.

F-6
<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED
BALANCE SHEET ADJUSTMENTS

AS OF MARCH 31, 1999

(a) Records the goodwill resulting from the merger of Richmont Marketing
with and into Merkert American. The goodwill is calculated as follows:

<TABLE>
<S> <C>
Fair value of shares of common stock and options issued.......... $63,432
Transaction costs................................................ 8,300
-------
71,732
Plus: fair value of net liabilities assumed...................... 33,239
-------
Net increase in goodwill......................................... 104,971
=======
</TABLE>

(b) Records the par value of common stock issued and the elimination of the
historical equity accounts of Richmont Marketing.

<TABLE>
<S> <C>
Fair value of shares and options issued........................ $63,432
Less: allocated to common stock................................ (67)
-------
63,365
Less: Paid in capital recorded on the books of Richmont Market-
ing........................................................... (31,306)
-------
Net increase to paid in capital................................ $32,059
=======
</TABLE>

F-7
<PAGE>

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31,1998

(in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
Period from
Period Ended Period Ended Inception to
December 18, December 18, December 31,
1998 1998 1998
Merkert Rogers Merkert Richmont Pro forma Pro forma
Enterprises American American Marketing (h) adjustments Combined (d)
------------ ------------ ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Commission income....... $ 90,254 $ 79,558 $ 5,975 $218,294 $ 394,081
Sales................... 42,185 -- 2,420 -- 44,605
-------- -------- ------- -------- -----------
Revenues................ 132,439 79,558 8,395 218,294 438,686
Cost of sales........... 38,709 -- 2,368 -- 41,077
Selling, general and
administrative
expenses............... 89,584 92,120 7,035 202,316 (722)(a)(e) 390,333
Restructuring expense... 5,987 948 -- -- 6,935
Depreciation and
amortization........... 4,437 2,439 179 32,735 (23,875)(b) 15,915
-------- -------- ------- -------- ------- -----------
Operating income
(loss)................. (6,278) (15,949) (1,187) (16,757) 24,597 (15,574)
Interest expense, net... 4,180 2,617 273 15,759 (825)(c) 22,004
Other (income) expense,
net.................... 530 -- 6 (106) 430
-------- -------- ------- -------- ------- -----------
Income (loss) before
income taxes........... (10,988) (18,566) (1,466) (32,410) 25,422 (38,008)
Provision (benefit) for
income taxes........... -- (677) -- (73) 751 (f) --
-------- -------- ------- -------- ------- -----------
Net income (loss)....... $(10,988) $(17,889) $(1,466) $(32,337) $24,671 $ (38,008)
======== ======== ======= ======== ===========
Basic net income (loss)
per share.............. $ (2.67)
===========
Shares used in computing
basic net income (loss)
per share.............. 14,214,000 (g)
===========
Diluted net income
(loss) per share....... $ (2.67)
===========
Shares and potential
dilutive shares used in
computing earnings
(loss) per share....... 14,214,000 (g)
===========
</TABLE>
- --------
(a) Represents the salaries, fringe benefits and other directly attributable
expenses of certain former stockholders of Merkert Enterprises and Rogers-
American.
(b) Represents the net decrease of amortization of goodwill and other
intangibles as a result of the purchase of Merkert Enterprises and Rogers-
American, and the merger of Richmont Marketing with and into Merkert
American. Merkert American 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 Merkert
American's repayment of certain obligations of Merkert Enterprises and
Rogers-American.
(d) The pro forma combined statement of operations includes in the aggregate
approximately $15 million of non-recurring compensation charges recorded in
the fourth quarter of 1998 by Merkert American, Merkert Enterprises and
Rogers-American. These compensation charges relate to: (1) employment
contract settlements of $1,500 paid to certain executives of Merkert
Enterprises who are departing Merkert American; (2) cash and life
insurance policies to be distributed to certain stockholders of Rogers-
American; and (3) the transfer of shares of common stock of Rogers-American
by the principal stockholders to certain minority stockholders.
(e) Includes $178 of compensation expense related to stock options granted to
certain employees. Merkert American granted 245,000 options to purchase
shares of common stock in October 1998 for $11.25 per share. Merkert
American will recognize compensation expense for the difference between the
exercise price and the Offering price of $15.00 per share over the five-
year vesting period.
(f) Represents the adjustment to record the income tax provision after
considering non-deductible goodwill amortization and any deferred tax asset
valuation allowance requirements.
(g) Includes all shares of Merkert American common stock outstanding as of
March 31, 1999 and 6,705,551 shares of common stock to be issued to the
shareholders of Richmont Marketing. Shares used in computing diluted
earnings per share exclude the impact of all outstanding options as their
effect would be antidilutive.
(h) Certain historical amounts have been reclassified for consistent
presentation.

F-8
<PAGE>

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999

(in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
Merkert Richmont Pro forma Pro forma
American Marketing (d) adjustment Combined
-------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
Commission income........... $43,876 $ 52,503 $ 96,379
Sales....................... 12,749 -- 12,749
------- -------- -----------
Revenues.................... 56,625 52,503 109,128
Cost of sales............... 11,304 -- 11,304
Selling, general and
administrative expense..... 38,709 51,812 90,521
Depreciation and
Amortization............... 1,457 7,280 (4,758)(a) 3,979
------- -------- ------- -----------
Operating income (loss)..... 5,155 (6,589) (4,758) 3,324
Interest expense, net....... 1,824 4,022 5,846
Other (income) expense,
net........................ -- (37) (37)
------- -------- ------- -----------
Income (loss) before income
taxes...................... 3,331 (10,574) (4,758) (2,485)
Provision (benefit) for
income taxes............... 1,499 (362) (1,137)(b) --
------- -------- ------- -----------
Net income (loss)........... $ 1,832 $(10,212) $(5,895) $ (2,485)
======= ======== ===========
Basic net income per share.. $ (0.17)
===========
Shares used in computing
basic net income per
share(c)................... 14,214,000
===========
Diluted net income per
share...................... $ (0.17)
===========
Shares and potential
dilutive shares used in
computing diluted earnings
per share(c)............... 14,214,000
===========
</TABLE>
- --------
(a) Represents the net decrease of amortization of goodwill as a result of the
merger of Richmont Marketing with and into Merkert American. Merkert
American has assigned a 40-year life for goodwill.
(b) Represents the adjustment to record the income tax provision after
considering non-deductible goodwill amortization and any deferred tax asset
valuation allowance requirements.
(c) Includes all shares of Merkert American common stock outstanding as of
March 31, 1999 and 6,705,551 shares of common stock to be issued to the
shareholders of Richmont Marketing. Shares used in computing diluted
earnings per share exclude all outstanding options as their effect would be
antidilutive.
(d) Certain historical amounts have been reclassified for consistent
presentation.

F-9
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share amounts)

<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................ $ 1,185 $ 1,362
Restricted cash..................................... 9,981 8,281
Accounts receivable, less allowance for doubtful
accounts of $1,374 at December 31, 1998 and March
31, 1999........................................... 22,334 23,971
Income taxes receivable............................. 2,647 2,441
Inventories......................................... 1,623 1,423
Prepaid expenses and other.......................... 1,018 1,158
-------- --------
Total current assets.............................. 38,788 38,636
-------- --------
Property, plant and equipment, net.................... 17,417 17,202
Noncompete agreements, net............................ 1,986 1,885
Goodwill, net......................................... 124,475 129,164
Other assets.......................................... 5,744 5,897
-------- --------
Total assets...................................... $188,410 $192,784
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and notes
payable............................................ $ 10,523 $ 14,246
Accounts payable.................................... 9,293 5,480
Accrued expenses.................................... 21,080 19,032
-------- --------
Total current liabilities......................... 40,896 38,758
-------- --------
Long-term debt, net of current portion................ 74,673 74,443
-------- --------
Other liabilities..................................... 246 1,110
-------- --------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value--Authorized 54,000,000
shares issued and outstanding--7,218,000 and
7,508,000, respectively............................ 72 75
Additional paid in capital.......................... 75,489 79,532
Note for sale of common stock....................... (1,500) (1,500)
Accumulated earnings (deficit)...................... (1,466) 366
-------- --------
Total stockholders' equity........................ 72,595 78,473
-------- --------
Total liabilities and stockholders' equity........ $188,410 $192,784
======== ========
</TABLE>

See notes to condensed consolidated financial statements

F-10
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1999

(unaudited and amounts in thousands, except share and per share amounts)

<TABLE>
<S> <C>
Commission income................................................... $ 43,876
Sales............................................................... 12,749
----------
Revenues.......................................................... 56,625
Cost of sales....................................................... 11,304
Selling expenses.................................................... 27,377
General and administrative expenses................................. 11,332
Depreciation and amortization....................................... 1,457
----------
Operating income.................................................. 5,155
Interest expense, net............................................... 1,824
----------
Income before provision for income taxes.......................... 3,331
Provision for income taxes.......................................... 1,499
----------
Net income........................................................ $ 1,832
==========
Net income per share--basic......................................... $ 0.25
==========
Shares used in computing net income per share--basic................ 7,447,000
==========
Net income per share--diluted....................................... $ 0.25
==========
Shares used in computing net income per share--diluted.............. 7,447,000
==========
</TABLE>

See notes to condensed consolidated financial statements

F-11
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1999

(unaudited and amounts in thousands)

<TABLE>
<S> <C>
Cash flows from operating activities:
Net income............................................................ $ 1,832
Adjustments to reconcile net income to cash used in operating
activities:
Depreciation and amortization....................................... 1,457
Deferred income taxes............................................... 1,499
Changes in assets and liabilities, exclusive of acquisitions--
(Increase) decrease in--
Restricted cash................................................... 135
Accounts receivable............................................... (683)
Income tax receivable............................................. 206
Inventories....................................................... 200
Prepaid expenses and other........................................ 55
Increase (decrease) in--
Accounts payable.................................................. (3,965)
Accrued expenses.................................................. (2,342)
-------
Net cash used in operating activities........................... (1,606)
-------
Cash flows from investing activities:
Acquisitions, net of cash acquired.................................. (2,687)
Purchase of property, plant and equipment........................... (99)
Increase in cash surrender value of life insurance.................. (8)
-------
Net cash used in investing activities............................. (2,794)
-------
Cash flows from financing activities:
Borrowings under revolving credit facility.......................... 3,000
Repayments of long term debt........................................ (4,154)
Issuance of common stock, net of expenses........................... 4,046
Restricted cash..................................................... 1,685
-------
Net cash provided by financing activities......................... 4,577
-------
Net increase in cash.............................................. 177
Cash at beginning of period........................................... 1,185
-------
Cash at end of period................................................. $ 1,362
=======
Supplemental disclosures of:
Cash flow information--
Cash payments for--
Interest.......................................................... $ 2,051
=======
Income taxes...................................................... $ --
=======
Non-cash flow information--
Purchase price financed with debt................................. $ 3,767
=======
Assets acquired................................................... $ 781
=======
</TABLE>

See notes to condensed consolidated financial statements

F-12
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited and amounts in thousands, except share and per share amounts)

1. Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. This financial information should be
read in conjunction with the consolidated financial statements and notes
thereto for the period ended December 31, 1998, included in the Annual Report
on Form 10-K of Merkert American Corporation and Subsidiaries (the "Company"),
for the period ended December 31, 1998. The results of operations for the
interim periods are not necessarily indicative of the operating results for the
year.

2. Operations and Acquisitions

Merkert American Corporation was incorporated on March 4, 1998. Merkert
American's only operations for the period between March 4, 1998 and December
18, 1998 related to the public offering of Merkert American's stock and the
acquisition of Merkert Enterprises, Inc. and Rogers-American Company, Inc. The
acquisitions of Merkert Enterprises and Rogers-American were consummated on
December 18, 1998 and have been accounted for using the purchase method of
accounting. Accordingly, the results of operations of both Merkert Enterprises
and Rogers-American have been included in Merkert American's consolidated
statement of operations since the date of acquisition. Due to the significance
of the operations of Merkert American's predecessors (Merkert Enterprises and
Rogers-American), Merkert American has included the statements of operations
and cash flows for the three months ended March 31, 1998 for Merkert
Enterprises and Rogers-American in this proxy statement.

In January 1999, Merkert American completed the acquisition of Sell, Inc.
("Sell"), a full service brokerage firm in the Midwest region of the United
States, for an aggregate purchase price of approximately $3 million in cash and
$3.8 million in notes. The acquisition was accounted for using the purchase
method of accounting. Goodwill resulting from the acquisition is being
amortized over its estimated useful life. The operating results of Sell are
included in the operating results of Merkert American since the acquisition
date.

In April 1999, Merkert American completed the acquisition of United
Brokerage Company ("UBC"), for an aggregate purchase price of approximately
$3.2 million in notes in addition to debt assumed. The acquisition will be
accounted for using the purchase method of accounting. Goodwill resulting from
the acquisition will be amortized over its estimated useful life. UBC has
operated in the Midwest region of the United States under an alliance known as
"The Sell Group" since 1998.

In April 1999, Merkert American signed a definitive merger agreement with
Dallas, Texas-based Richmont Marketing Specialists Inc. ("Marketing
Specialists"). Under the terms of the transaction, the stockholders of
Marketing Specialists will receive 6,705,551 shares of Merkert American's
common stock. In addition, Merkert American will grant to certain stockholders
and employees of Marketing Specialists options to purchase an additional
800,000 shares (subject to increase up to 1,000,000 shares) of Merkert
American's stock at a per share price equal to the greater of fair market value
upon grant or $13.50. Merkert American will assume all of Marketing
Specialists' outstanding debt, which net of cash on hand at December 31, 1998
totaled approximately $150 million. The transaction is subject to customary
conditions and approvals, including regulatory and Company shareholder
approval, and is expected to close in the third quarter of 1999.

In July 1999, Merkert American completed the acquisition of Buckeye Sales &
Marketing, Inc. ("Buckeye") for an aggregate purchase price of $2.6 million in
deferred payments in addition to debt assumed.

F-13
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The acquisition was accounted for using the purchase method of accounting.
Goodwill resulting from the acquisition will be amortized over its estimated
useful life. Buckeye has operated in the Great Lakes region of the United
States under an alliance known as "The Sell Group" since 1998.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
per share for the period ended March 31, 1999:

<TABLE>
<S> <C>
Numerator:
Net income................................................... $ 1,832
=========
Denominator:...................................................
Weighted average shares--basic............................... 7,447,000
Dilutive stock options....................................... --
---------
Weighted average shares--assuming dilution................... 7,447,000
=========
Number of options excluded as they would be antidilutive..... 245,000
=========
Net income per common share:
Basic and diluted............................................ $ 0.25
=========
</TABLE>

4. Segment Information

Merkert American operates in two principal segments: food brokerage and
private label principally in the United States. Merkert American provides
outsourced sales and marketing services to manufacturers of branded food and
non-food products in the food brokerage segment. Private label includes Merkert
American's private label division, which procures private label products on
behalf of certain retailers as well as the distribution of price marking
equipment and other ancillary products to retailers.

Information on Merkert American's business segments was as follows:

<TABLE>
<S> <C>
For the period ended March 31, 1999:
Revenues:
Food Brokerage.............................................. $ 43,876
Private Label............................................... 12,749
--------
$ 56,625
========
Operating Profit:
Food Brokerage................................................ 7,828
Private Label................................................. 1,445
General corporate expenses.................................... (4,118)
--------
Operating profit.............................................. $ 5,155
========
At March 31, 1999:
Identifiable Assets:
Food Brokerage................................................ $ 19,805
Private Label................................................. 5,589
General corporate assets...................................... 167,390
--------
$192,784
========
</TABLE>

F-14
<PAGE>

PREDECESSOR COMPANY

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1998

(unaudited and amounts in thousands)

<TABLE>
<S> <C>
Revenues:
Commissions...................................................... $24,168
Sales............................................................ 12,424
-------
36,592
Operating expenses:
Selling expenses................................................. 16,144
Cost of sales.................................................... 11,420
General and administrative....................................... 8,174
Depreciation and amortization.................................... 1,137
-------
Operating loss................................................. (283)
-------
Other income (expense):
Interest expense................................................. (1,129)
Other income (expense)........................................... (103)
-------
Total other income (expense)................................... (1,232)
Loss before provision for income taxes............................. (1,515)
Provision for income taxes......................................... 100
-------
Net loss....................................................... (1,615)
Preferred stock dividends.......................................... 100
-------
Net loss applicable to common shareholders......................... $(1,715)
=======
</TABLE>

F-15
<PAGE>

PREDECESSOR COMPANY

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1998

(unaudited and amounts in thousands)

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss.............................................................. $(1,615)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities:
Depreciation and amortization..................................... 1,137
Gain on disposal of fixed assets.................................. (224)
Changes in assets and liabilities, exclusive of acquisitions
(increase) decrease in:
Accounts receivable, net.......................................... 2,419
Inventories, prepaid expenses and advances........................ (1,537)
Other assets...................................................... (131)
Accounts payable.................................................. (5,130)
Accrued expenses.................................................. 2,345
-------
Net cash used in operating activities............................. (2,736)
-------
Cash flows from investing activities:
Additions to property, plant and equipment.......................... (410)
Net proceeds from sale of property, plant and Equipment............. 512
Increase in cash surrender value, net of increase in policy loans... (3)
-------
Net cash provided by investing activities......................... 99
-------
Cash flows from financing activities:
Borrowings under revolving line of credit........................... 40
Issuance of long term debt.......................................... 3,170
Repayment of notes payable.......................................... (761)
-------
Net cash provided by financing activities......................... 2,449
-------
Net decrease in cash.............................................. (188)
Cash at beginning of year............................................. 1,161
-------
Cash at end of period................................................. $ 973
=======
</TABLE>

F-16
<PAGE>

PREDECESSOR COMPANY

ROGERS AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1998

(unaudited and amounts in thousands)

<TABLE>
<S> <C>
Revenues:
Commissions....................................................... $20,831
Operating expenses:
Selling expenses.................................................. 15,785
General and administrative........................................ 3,221
Depreciation and amortization..................................... 635
-------
Operating income................................................ 1,190
Interest expense.................................................... (650)
-------
Income before provision for income taxes............................ 540
Provision for income taxes.......................................... 308
-------
Net income...................................................... $ 232
=======
</TABLE>

F-17
<PAGE>

PREDECESSOR COMPANY

ROGERS AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1998

(unaudited and amounts in thousands)

<TABLE>
<S> <C>
Cash flows from operating activities:
Net income........................................................ $ 232
Adjustments to reconcile net loss to cash provided by (used in)
operating activities:
Depreciation and amortization................................. 635
Changes in assets and liabilities, exclusive of acquisitions
(increase) decrease in:
Restricted cash............................................... (177)
Accounts receivable, net...................................... (1,229)
Prepaid expenses and advances................................. (22)
Accounts payable.............................................. (302)
Accrued expenses.............................................. (231)
-------
Net cash used in operating activities......................... (1,094)
-------
Cash flows from investing activities:
Additions to property, plant and equipment...................... (66)
Acquisition of business, net of cash acquired................... 159
-------
Net cash provided by investing activities..................... 93
-------
Cash flows from financing activities:
Borrowings under revolving line of credit....................... 9,560
Principal payments on line of credit............................ (8,369)
Repayment of notes payable...................................... (252)
-------
Net cash provided by financing activities..................... 939
-------
Net decrease in unrestricted cash............................. (62)
Cash at beginning of year......................................... 556
-------
Cash at end of period............................................. $ 494
=======
Supplemental disclosures of cash flow information:
Cash payments for--
Interest...................................................... $ 569
=======
Income taxes.................................................. $ 582
=======
</TABLE>

F-18
<PAGE>

PREDECESSOR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Presentation

The Merkert Enterprises and Rogers-American consolidated financial
statements are presented as predecessors of Merkert American Corporation and
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. This financial information should be
read in conjunction with the consolidated financial statements and notes
thereto for the period ended December 31, 1998, included in the Annual Report
on Form 10-K of Merkert American Corporation and Subsidiaries, for the period
ended December 31, 1998. The results of operations for the interim periods are
not necessarily indicative of the operating results for the year.

F-19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Merkert American Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Merkert
American Corporation and Subsidiaries (the "Company") as of March 31, 1998 and
December 31, 1998, and the related consolidated statement of operations,
stockholders' equity and cash flows for the period from inception (March 4,
1998) through December 31, 1998. These financial statements are the
responsibility of Merkert American'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
American Corporation and Subsidiaries as of March 31, 1998 and December 31,
1998, and the consolidated results of their operations and their cash flows for
the period from inception (March 4, 1998) through December 31, 1998, in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the Securities
and Exchange Commissions rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Boston, Massachusetts
March 30, 1999

F-20
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

<TABLE>
<CAPTION>
March 31, December 31,
1998 1998
--------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash.................................................. $500 $ 1,185
Restricted cash....................................... -- 9,981
Accounts receivable, less allowance for doubtful
accounts of $1,374................................... -- 22,334
Income taxes receivable............................... -- 2,647
Inventories........................................... -- 1,623
Prepaid expenses and other............................ 289 1,018
---- --------
Total current assets................................ 789 38,788
---- --------
Property, plant and equipment, net...................... -- 17,417
Noncompetes, net........................................ -- 1,986
Goodwill, net........................................... -- 124,475
Deferred income taxes................................... -- 1,328
Other assets............................................ -- 4,416
---- --------
Total assets........................................ $789 $188,410
==== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and notes
payable.............................................. $500 $ 10,523
Accounts payable...................................... -- 9,293
Accrued expenses...................................... 289 21,080
---- --------
Total current liabilities........................... 789 40,896
---- --------
Long-term debt, net of current portion.................. -- 74,673
---- --------
Other liabilities....................................... -- 246
---- --------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value-Authorized--54,000,000
shares issued and outstanding--0 and 7,218,000,
respectively......................................... -- 72
Additional paid in capital.......................... -- 75,489
Note for sale of common stock....................... -- (1,500)
Accumulated deficit................................. -- (1,466)
---- --------
Total stockholders' equity........................ -- 72,595
---- --------
Total liabilities and stockholders' equity........ $789 $188,410
==== ========
</TABLE>

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

F-21
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (MARCH 4, 1998) TO DECEMBER 31, 1998
(in thousands, except share amounts)

<TABLE>
<S> <C>
Commission income............................................... $ 5,975
Sales........................................................... 2,420
----------
Revenues...................................................... 8,395
Cost of sales................................................... 2,368
Selling expenses................................................ 4,293
General and administrative expenses............................. 2,742
Depreciation and amortization................................... 179
----------
Operating loss................................................ (1,187)
Interest expense, net........................................... 273
Other expenses, net............................................. 6
----------
Loss before provision for income taxes........................ (1,466)
Provision for income taxes...................................... --
----------
Net loss...................................................... $ (1,466)
==========
Net loss per share-basic........................................ $ (0.78)
==========
Shares used in computing net loss per share-basic............... 1,891,000
==========
Net income per share-diluted.................................... $ (0.78)
==========
Shares used in computing net loss per share-diluted............. 1,891,000
==========
</TABLE>

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

F-22
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 4, 1998) TO DECEMBER 31, 1998
(in thousands, except share amounts)

<TABLE>
<CAPTION>
Common Stock,
$.01 Par Value
----------------
Additional
paid in Note for sale of Accumulated
Shares Amount capital Common Stock Deficit Total
--------- ------ ---------- ---------------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, March 4, 1998.. -- $ -- $ -- $ -- $ -- $ --
Shares issued upon
founding and
organization........... 1,376,111 14 (14) -- -- --
Shares issued to
employee............... 275,222 2 2,769 (1,500) -- 1,271
Shares issued in
connection with the
Combination............ 1,166,667 12 14,863 -- -- 14,875
Shares sold in
connection with the
Offering, net of
expenses............... 4,400,000 44 57,871 -- -- 57,915
Net loss................ -- -- -- -- (1,466) (1,466)
--------- ----- ------- ------- ------- -------
Balance, December 31,
1998................... 7,218,000 $ 72 $75,489 $(1,500) $(1,466) $72,595
========= ===== ======= ======= ======= =======
</TABLE>

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

F-23
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (MARCH 4, 1998) TO DECEMBER 31, 1998

(in thousands)

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss.......................................................... $(1,466)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities-- ....................................
Depreciation and amortization................................... 179
Changes in assets and liabilities, exclusive of acquisitions--
...............................................................
(Increase) decrease in-- .......................................
Restricted cash............................................... (28)
Accounts receivable, net...................................... 950
Inventories..................................................... (277)
Increase (decrease) in--
Accounts payable.............................................. (3,141)
Accrued expenses.............................................. (1,700)
-------
Net cash (used in) operating activities....................... (2,083)
-------
Cash flows from investing activities:
Acquisitions, net of cash acquired............................ (96,147)
-------
Cash flows from financing activities:
Issuance of long term debt...................................... 50,000
Restricted cash................................................. (9,000)
Issuance of Common Stock, net of expenses....................... 57,915
-------
Net cash provided by financing activities..................... 98,915
-------
Net increase in cash.......................................... 685
Cash at beginning of period....................................... 500
-------
Cash at end of year............................................... $ 1,185
=======
Supplemental disclosures of:
Cash flow information--
Cash payments for--
Interest...................................................... $ 7
Income taxes.................................................. --
Non-cash flow information.......................................
Note for sale of Common Stock................................. $ 1,500
Common Stock issued in the Combination........................ $14,875
=======
</TABLE>

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

F-24
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share amounts)

1. Business and Organization

Merkert American Corporation was incorporated on March 4, 1998 in order to
create a leading national food brokerage firm providing outsourced sales,
merchandising and marketing services to manufacturers, suppliers and producers
of food products and consumer goods ("Manufacturers"). On December 18, 1998,
simultaneously with the consummation of Merkert American's Initial Public
Offering (the "Offering"), Merkert American purchased in separate transactions
(collectively the "Combination") all of the issued and outstanding capital
stock of Merkert Enterprises, Inc., a Massachusetts corporation ("Merkert
Enterprises") and Rogers-American Company, Inc., a North Carolina corporation
("Rogers-American"). As a result, each of Merkert and Rogers-American became
separate wholly owned subsidiaries of Merkert American. From March 4, 1998
through December 18, 1998, Merkert American's only operations related to the
Offering and Combination.

Merkert American acts as an independent sales and marketing representative,
selling grocery and consumer products on behalf of Manufacturers and
coordinating the executions of Manufacturers' marketing programs with retailers
and wholesalers ("Retailers"). Merkert American's other activities include
managing private label programs on behalf of selected Retailers. Merkert
American primarily operates throughout the northeast, mid-Atlantic and
southeast regions of the United States.

2. Summary of Significant Accounting Policies

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

Principles of Consolidation

The consolidated financial statements include the accounts of Merkert
American and its subsidiaries, Merkert Enterprises and Rogers-American
subsequent to the Combination on December 18, 1998. All intercompany accounts
and transactions have been eliminated in consolidation.

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. Actual results could differ from those estimates.

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 American.

Fair Value of Financial Instruments

Effective March 4, 1998, Merkert American adopted Statement of Financial
Accounting Standards ("SFAS") No. 107, Disclosures about Fair Value of
Financial Instruments. SFAS No. 107 requires Merkert American to disclose
estimated fair values for certain of its financial instruments. Merkert
American's financial

F-25
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

instruments consist of cash, restricted cash, accounts receivable, accounts
payable, long-term debt and an interest rate swap. The carrying value of
Merkert American's financial instruments approximates fair value at December
31, 1998.

Concentration of Credit Risk

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

Inventories

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

Property and Equipment

Property and equipment are stated at estimated fair value, or cost
(subsequent to the acquisition). Depreciation is computed using either the
straight-line or accelerated methods based upon the estimated useful lives of
the assets. See Note 6.

Intangibles

Intangibles consist of the following at December 31, 1998:

<TABLE>
<S> <C>
Goodwill........................................................ $124,587
Noncompete agreements........................................... 2,000
--------
126,587
Accumulated amortization........................................ (126)
--------
$126,461
========
</TABLE>

Goodwill, the excess of the acquired business purchase price over the fair
value of the assets acquired and liabilities assumed, is amortized on a
straight-line basis over its estimated useful life of 40 years. Noncompete
agreements are amortized on a straight-line basis over the life of the
respective agreement. Amortization expense was $126 for the period ended
December 31, 1998. See Note 4.

Income Taxes

Merkert American 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.

Comprehensive Income

In 1998, Merkert American adopted SFAS No. 130, Reporting Comprehensive
Income, which establishes standards for the reporting and display of
comprehensive income and other comprehensive income items. In

F-26
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

general, comprehensive income combines net income and other changes in equity
during the year from non-owner sources. The adoption of this statement had no
impact on total shareholders' equity.

Impairment of Long-Lived Assets

Merkert American 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 American
evaluates long-lived assets including property and 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, 1998,
management believes no such impairment of assets was indicated.

Accrued Expenses

Accrued expenses consist of the following at December 31, 1998:

<TABLE>
<S> <C>
Compensation..................................................... $ 9,295
Restructuring.................................................... 5,146
Other............................................................ 6,639
-------
$21,080
=======
</TABLE>

Restructuring

Merkert Enterprises incurred restructuring charges in the period ended
December 18, 1998 of $5,987 in connection with severance and other costs
incurred prior to the Combination. Rogers-American incurred a restructuring
charge of $948 million in the same period. Payments of $1,789 were made prior
to December 31, 1998. The balance of the restructuring charges, $5,146, have
been, or will be paid subsequent to December 31, 1998.

Stock-Based Compensation Plans

Merkert American accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. Merkert American has adopted the disclosure-only provisions of SFAS
No. 123, Accounting for Stock-Based Compensation.

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.

F-27
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Prepaid Expenses and Other

Prepaid expenses and other assets at March 31, 1998 consisted primarily of
legal, accounting and other professional fees incurred in connection with the
Offering and the Combination. All costs associated with the Combination as of
December 31, 1998 are included as a component of the purchase price pursuant to
the purchase method of accounting. All costs associated with the Offering have
been charged to Stockholder's Equity as a reduction to the proceeds upon the
closing of the Offering.

Segment Reporting

Merkert American reports information about operating segments in accordance
with SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements. It also establishes standards for related disclosures
about products and services, geographical areas and major customers.

3. The Offering

On December 18, 1998, Merkert American completed the Offering and sold
4,400,000 shares of its common stock at an offering price of $15.00 per share.
The net proceeds of approximately $61,400 raised by Merkert American were used
primarily to fund the Combination. The common stock sold in the offering does
not include an additional 1,651,333 shares issued to related parties in
connection with the organization and initial capitalization of Merkert American
(see Note 11) nor 1,166,667 shares issued in connection with the Combination
(see Note 4).

On January 18, 1999, the Underwriters partially exercised an over-allotment
option and Merkert American issued an additional 290,000 shares of Common Stock
at the offering price of $15.00 per share. This resulted in additional proceeds
to Merkert American of approximately $4,350 that was used by Merkert American
to fund certain acquisitions and for other corporate purposes. See Note 17.

Merkert American and certain executives and directors are parties to a
Registration Rights Agreement, dated May 18, 1998, pursuant to which the
individuals have the right, subject to certain restrictions, beginning on the
date that is 180 days following the completion of the Offering, to cause
Merkert American 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. These individuals also have certain "piggy-back" registration
rights in the event Merkert American registers any of its securities for either
itself or for security holders exercising their registration rights.

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

4. Business Combinations

In December 1998, concurrently with and as a condition to the consummation
of the Offering, Merkert American purchased all of the outstanding capital
stock of Merkert Enterprises and Rogers-American. Merkert American was
designated as the accounting acquiror pursuant to Staff Accounting Bulletin 97,
because the then

F-28
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

current stockholders of Merkert American owned the largest portion of common
stock after the consummation of the Offering and the Combination.

The aggregate consideration paid by Merkert American for Merkert Enterprises
and Rogers-American was approximately $74,100, consisting of approximately
$56,600 in cash and 1,166,667 shares of common stock. In connection with the
Combination, Merkert American repaid in the aggregate, approximately $34,000 of
indebtedness and certain then existing acquisition obligations of Merkert
Enterprises and Rogers-American from a portion of the net proceeds of the
Offering and from net available borrowings under Merkert American's $75,000
Credit Facility (as described in Note 7, the "Credit Facility"). In addition,
on behalf of Merkert, Merkert American funded approximately $1,461 of buyouts
of certain employment agreements with two former employees of Merkert.

The Combination was accounted for using the purchase method of accounting;
accordingly, the results of operations of Merkert and Rogers-American are
included in the accompanying consolidated financial statements from December
18, 1998. The purchase price has been allocated to assets acquired and
liabilities assumed based upon their estimated fair values at the date of the
Combination. The purchase price allocations are preliminary. It is management's
opinion that the final allocation of the purchase price will not differ
materially from the preliminary estimated amounts. Merkert American has
recorded the excess of the purchase price over the estimated fair value of the
businesses acquired, approximately $124,587 (net of approximately $2,000 in
value assigned to certain noncompete agreements) as "goodwill" in the
accompanying consolidated balance sheet. The goodwill is being amortized over a
40 year period.

The following unaudited pro forma combined statement of operations
information gives effect to the Combination and the Offering as if they had
occurred on January 1, 1997.

<TABLE>
<CAPTION>
Year ended Period Ended
12/31/97 12/18/98
---------- ------------
(unaudited)
<S> <C> <C>
Revenues............................................. $230,364 $211,997
Net income (loss).................................... 91 (26,697)
Net income per share--basic.......................... .01 (3.70)
Net income per share--diluted........................ .01 (3.70)
</TABLE>

The preceding unaudited pro forma amounts reflect the results of operations
for Merkert American assuming the Combination and the Offering were completed
on January 1, 1997. Additionally, the amounts shown in the table reflect (a)
reductions in salaries, fringe and other direct expenses of former
stockholders/employees of Merkert and Rogers-American; (b) additional rental
expense reflecting the expected sale and leaseback of Rogers-American's
headquarters; (c) net reductions in the amortization of goodwill and other
intangibles as a result of the purchase of Merkert and Rogers-American; (d)
income tax provisions after considering non-deductible goodwill amortization;
and (e) net reductions in interest expense attributable to the pay down of
certain indebtedness.

5. Restricted Cash

At December 31, 1998 cash in the amount of approximately $9,000 was
restricted for use in connection with obligations to repay certain sellers of
previously acquired businesses. In addition, certain funds are restricted for
promotional purposes. See Note 12.

F-29
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

6. Property, Plant and Equipment

Property, plant and equipment are comprised of the following at December 31,
1998:

<TABLE>
<CAPTION>
Depreciable
Amount Life in Years
----------- -------------
<S> <C> <C>
Land............................................... $ 1,081 --
Buildings.......................................... 10,418 40
Furniture and equipment............................ 4,348 5
Data processing.................................... 702 3
Motor vehicles..................................... 43 5
Leasehold improvements............................. 878 5
-------
17,470
Less-Accumulated depreciation...................... 53
-------
$17,417
=======

Depreciation expense for the period ended December 31, 1998 amounted to
approximately $53.

7. Long-Term Debt

As of December 31, 1998, debt consists of the following:

Credit Facility (as defined):
Revolving Credit................................. $ --
Term Loan........................................ 50,000
Acquisition obligations............................ 20,750
Bank-mortgage loans................................ 13,078
Commercial promissory notes........................ 778
Leases............................................. 306
Other.............................................. 284
-------
85,196
Less--Current maturities........................... 10,523
-------
Net long-term debt............................... $74,673
=======
</TABLE>

In connection with the Offering and the Combination, Merkert American
obtained a $75,000 credit facility from First Union National Bank and First
Union Capital Markets. First Union National Bank is an affiliate of Wheat First
Securities, Inc., one of the Underwriters of the Offering. First Union Capital
Markets is a division of Wheat First Securities, Inc. The Credit Facility
consists of a five-year, secured, fully amortizing $50,000 term loan (the "Term
Loan") and a three-year, secured $25,000 revolving line of credit (the
"Revolving Credit"). Merkert American paid commitment and other fees of
approximately $3,035 in connection with obtaining the credit facility.

The credit facility is secured by a lien on substantially all of the assets
of Merkert American, Merkert Enterprises, Rogers-American and their respective
subsidiaries and by a pledge of 100% of the capital stock of Merkert
Enterprises, Rogers-American and such subsidiaries. In addition, the credit
facility is jointly and severally guaranteed by Merkert Enterprises, Rogers-
American and their respective subsidiaries.

F-30
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Interest is payable on the term loan and the revolving credit at a rate
based on one of two customary interest rates plus an additional interest margin
of 75 to 350 basis points. The rate on the outstanding balance of the term loan
was 8.73% as of December 31, 1998. The applicable margin is determined based on
certain financial ratios of Merkert American. The credit facility requires
Merkert American to make certain mandatory prepayments of amounts outstanding
under the credit facility with the use of certain excess cash flow and certain
proceeds of debt and equity financing. The credit facility requires Merkert
American to comply with various affirmative and negative covenants, including,
among others: (i) the maintenance of certain financial ratios, (ii)
restrictions on additional indebtedness, (iii) restrictions on liens,
guarantees, dividends and the disposition of assets and (iv) obtaining the
lenders' consent to acquisitions involving cash consideration in excess of a
specified amount.

In December 1998, Merkert American entered into an interest rate swap
agreement with a financial institution to reduce the impact of interest rate
changes on the term loan. The agreement, which matures on December 31, 2001 has
a notational principal amount of $25,000. The swap agreement effectively
converts a portion of the term loan to a fixed rate. Merkert American pays the
counterparty a fixed rate of 5.17% per annum and receives payments based upon
the floating three month LIBOR rate. Merkert American is exposed to credit loss
in the event of nonperformance by the counterparty; however, Merkert American
does not anticipate such nonperformance.

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 at rates ranging from 8% to 10%. Cash of
approximately $9,000 is held in escrow as of December 31, 1998 in connection
with obligations to repay certain sellers of previously acquired businesses.
The amounts due under the acquisition agreements are unsecured and extend
through 2011. These amounts are payable in either monthly or quarterly
installments.

Merkert American's corporate office space is secured by a mortgage with a
real estate lender. The balance outstanding under the mortgage note of
approximately $9,360 at December 31, 1998 bears interest at 8.56%, requires
monthly payments of approximately $82 including interest and matures on March
1, 2018.

Merkert American also has a mortgage note with a bank which is secured by
certain land, a building and fixtures. The balance outstanding under this
mortgage of approximately $3,718 at December 31, 1998 bears interest at 8.50%
with monthly payments of approximately $34 including interest through December
1999 and a balloon payment of approximately $3,646 due in January 2000.

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

<TABLE>
<S> <C>
1999............................................................. $10,523
2000............................................................. 15,846
2001............................................................. 12,646
2002............................................................. 15,172
2003............................................................. 15,148
Thereafter....................................................... 15,861
-------
Total.......................................................... $85,196
=======
</TABLE>

8. Employee Benefit Plans

Merkert American sponsors separate contributory plans for employees under
the provisions of Section 401(k) of the Internal Revenue Code (the "401(k)
Plans"). Merkert Enterprises amended its Employee Stock

F-31
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Ownership Plan and Trust ("ESOP") on January 1, 1997 to provide for a
contributory plan. Eligible employees of Merkert Enterprises and Rogers-
American can make voluntary contributions to their respective 401(k) Plans.

Under the provisions of the 401(k) Plans, Merkert American currently matches
varying percentages of an eligible employee's contribution up to certain limits
determined by Merkert American of the employee's salary. On an annual basis,
Merkert American may make a discretionary contribution into the profit sharing
component of Rogers American's 401(k) Plan.

On December 18, 1998 all of the Merkert Enterprises shares held by the ESOP
were purchased by Merkert American as part of the Combination.

For the period ended December 31, 1998, Merkert American's expense with
regard to the 401(k) plans was not material.

9. Postretirement Benefits

Merkert American provides medical and dental benefits to certain eligible
former employees and their eligible dependents of Merkert Enterprises and
Rogers-American (the "Postretirement Plan"). The accumulated postretirement
benefit obligation, which is unfunded, recorded in Other liabilities in the
accompanying consolidated balance sheet as of December 31, 1998, amounted to
approximately $484. This obligation was determined using an estimated discount
rate of 8% based on estimated payments required over future periods. An
increase of 1% in health care cost rates would not have a material effect on
Merkert American's financial position or results of operations.

10. Income Taxes

The provision for income taxes for the period ended December 31, 1998 is as
follows:

<TABLE>
<S> <C>
Federal--
Current............................................................ $--
Deferred........................................................... --
----
State--
Current............................................................ --
Deferred........................................................... --
----
$--
====
</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 statement of operations is as follows:

<TABLE>
<S> <C>
Federal income tax provision (benefit) at statutory rates......... $(513)
State income taxes, net of federal benefit........................ (132)
Permanent items................................................... 74
Other............................................................. 571
-----
$ --
=====
</TABLE>

F-32
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

The tax effect of temporary differences which give rise to deferred income
tax assets (liabilities) at December 31, 1998 are as follows:

<TABLE>
<S> <C>
Assets--
Net operating loss carryforwards.................................. $ 9,575
Tax credit carryforwards.......................................... 157
Receivable reserves............................................... 542
Other............................................................. 7,081
-------
Total assets.................................................... 17,355
Valuation allowance............................................... (16,328)
-------
Total assets, net of valuation allowance........................ 1,027
-------
Liabilities--
Property basis differences........................................ (366)
Other............................................................. (661)
-------
Total liabilities............................................... (1,027)
-------
Net assets...................................................... $ --
=======
</TABLE>

At December 31, 1998, Merkert American had net operating loss carryforwards
of approximately $22,098 for federal income tax purposes which expire in
varying amounts through 2018.

Merkert American has provided a valuation allowance on the portion of the
net deferred tax assets due to the uncertainty of their realizability.

Merkert Enterprises is currently the subject of an audit with respect to its
federal income tax returns for its fiscal years 1995, 1996 and 1997. In
connection with the acquisition of Merkert Enterprises by Merkert American, a
portion of the cash purchase price has been held in escrow to cover potential
liabilities resulting from the audit. Merkert American does not believe that
the ultimate outcome of the audit will have a material adverse effect on its
financial condition or results of operations.

11. Related Party Transactions

In connection with the founding and organization of Merkert American, Monroe
& Company II, LLC purchased 1,376,111 shares of Common Stock for a nominal
purchase price. On May 11, 1998, Monroe & Company, LLC entered into a
consulting agreement with Merkert American pursuant to which Monroe & Company,
LLC was engaged to render certain business consulting, financial advisory and
investment banking services to Merkert American on an exclusive basis for three
years. Pursuant to the consulting agreement, Monroe & Company, LLC is paid a
financial advisory fee equal to (i) 5% of any consideration paid by Merkert
American in connection with any transaction which results in the merger,
consolidation or combination of Merkert American and a third party, the
acquisition by Merkert American of the capital stock or assets of a third party
or a joint venture with any third party ("Consideration") up to $1,000, plus
(ii) 4% of the Consideration paid in excess of $1,000 and up to $2,000, plus
(iii) 3% of the Consideration paid in excess of $2,000 and up to $3,000, plus
(iv) 2% of the Consideration paid in excess of $3,000 and up to $4,000, plus
(v) 1% of the Consideration paid in excess of $4,000. 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 Merkert American
from a lending institution. An additional fee shall be payable to Monroe &
Company, LLC upon increases in such amount or upon refinancing with a new
lender during the term of the consulting

F-33
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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 Merkert American (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. For the
period ended December 31, 1998, Monroe & Company, LLC was paid approximately
$0.6 million for such services.

In April 1998, Gerald R. Leonard, who became Chairman of the Board, Chief
Executive Officer and President of Merkert American upon consummation of the
Offering, purchased 275,222 shares of Common Stock from Merkert American for an
aggregate purchase price of $1,500. As a result, Merkert American recorded a
non-recurring compensation charge of $1,271 in the second quarter of 1998. The
purchase price for such stock was paid by a promissory note from Mr. Leonard to
Merkert American in the principal amount of $1,500 (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 275,222 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 (but
not less than zero dollars) and (ii) one-half of the accrued and unpaid
interest at such time.

12. Commitments and Contingencies

Promotional Funds

Certain manufacturers provide Merkert American with funds to be used solely
for advertising and other promotional activities. As of December 31, 1998,
Merkert American had cash of $772 which was restricted to payment for
promotional activities on behalf of its manufacturers. The offsetting liability
is included in accrued liabilities in the consolidated balance sheet at
December 31, 1998.

Legal Proceedings

Merkert American has received written notice from the seller of a food
brokerage business acquired by Merkert Enterprises alleging that Merkert
Enterprises has breached certain covenants contained in an agreement with such
seller, claiming that such breaches have caused the acceleration of certain
obligations of Merkert Enterprises to such seller and have filed an arbitration
demand which is currently pending before the American Arbitration Association.
In the opinion of management, any liability that Merkert American might incur
upon the resolution of this arbitration will not, in the aggregate, have a
material adverse effect on the financial condition or results of operations of
Merkert American.

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

Leases

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

F-34
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Rental costs, including real estate taxes, amounted to approximately $188
for the period ended December 31, 1998.

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,
1998:

<TABLE>
<CAPTION>
Rent Payments
-------------
<S> <C>
Year ending December 31,
1999......................................................... $ 4,354
2000......................................................... 3,131
2001......................................................... 2,707
2002......................................................... 2,210
2003......................................................... 1,809
Thereafter................................................... 2,482
-------
Total...................................................... $16,693
=======
</TABLE>

13. Stockholders' Equity

On December 15, 1998, Merkert American effected a stock dividend of 729.9074
shares of common stock and 186.5 shares of restricted common stock in respect
of each share of common stock outstanding on December 15, 1998. All share and
per share amounts give effect to such stock dividend.

The holders of common stock are entitled to one vote per share on all
matters to be voted on by stockholders. The holders of restricted common stock
are entitled to 1/10th of one vote for each share held on all matters on which
they are entitled to vote. Holders of restricted common stock are entitled to
vote on all matters on which holders of common stock are entitled to vote.

Each share of restricted common stock will automatically convert into common
stock on a share for share basis upon a disposition of such shares of
restricted common stock (i) which occurs after the later to occur of (x) the
first day after the second anniversary of the consummation of the Offering and
the Combination and (y) the first day after the first election of Class II
Directors occurring after the consummation of the Offering and the Combination.

Upon amendment and restatement of Merkert American's Certificate of
Incorporation, Merkert American's authorized capital stock consists of
54,000,000 shares of Common Stock, $.01 par value per share, of which 4,000,000
are designated as Restricted Common Stock and 1,000,000 shares of undesignated
preferred stock.

Common Stock

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
Merkert American, holders of common stock will be entitled to share ratably in
the assets of Merkert American remaining after payment or provision for payment
of all of Merkert American's debts and obligations and after liquidation
payments to holders of the outstanding shares of undesignated preferred stock,
if any.

F-35
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Undesignated Preferred Stock

At December 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
of Directors 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.

14. Stock Option Plan

Merkert American has adopted the Merkert American Corporation 1998 Stock
Option and Incentive Plan (the "1998 Stock Plan"). The 1998 Stock Plan 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 Merkert American.
The number of shares authorized for issuance under the 1998 Stock Plan is
938,340. In general, the terms of the awards granted are 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 November and December 1998, Merkert American granted NQSOs to purchase up
to 245,000 shares of Common Stock under the 1998 Stock Plan to persons who are
officers of Merkert American following the consummation of the Offering. These
options were issued at an exercise price of $11.25 per share and become
exercisable in five annual installments beginning on the first anniversary of
the date of grant. The difference between the exercise price, $11.25, and the
offering price will be recognized as compensation expenses over the vesting
period. In addition, in connection with the Offering, Merkert American granted
to employees of Merkert American options under the 1998 Stock Plan to purchase
an aggregate of 347,000 shares of common stock. Each such option has 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 five annual
installments beginning on the first anniversary of the date of grant. Merkert
American also granted to directors, options under the 1998 Stock Plan to
purchase an aggregate of 65,000 shares of common stock. Each such option has a
per share exercise price equal to the offering price, expires 10 years from the
date of grant and generally becomes exercisable in annual installments vesting
50% upon the first anniversary of the grant date and the remaining 50% vesting
in equal installments over the number of years remaining in each director's
term as of the first anniversary of the date of the grant.

Information with respect to all stock options is summarized below:

<TABLE>
<CAPTION>
Weighted Avg.
ISOs NQSs Total Exercise Price
------- ------- ------- --------------
<S> <C> <C> <C> <C>
Outstanding at March 4, 1998............ -- -- -- --
Granted............................... 347,000 310,000 657,000 $13.60
Exercised............................. -- -- -- --
Canceled.............................. -- -- -- --
------- ------- ------- ------
Outstanding at December 31, 1998........ 347,000 310,000 657,000 $13.60
======= ======= ======= ======
</TABLE>

Merkert American has adopted the disclosure-only provisions of SFAS No. 123.
As such, had compensation expense for Merkert American's 1998 Stock Plan been
determined based on the fair value at the grant dates for awards in 1998,
Merkert American's net (loss), basic and diluted net (loss) per share would

F-36
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

have been $(1,502), $(0.79) and $(0.79), respectively on a pro-forma basis for
the period ended December 31, 1998. Pro forma compensation expense for options
granted is reflected over the vesting period; therefore future pro forma
compensation expense may be greater as additional options are granted.

The fair value of stock options granted during 1998 was estimated on the
date of grant using the Black-Scholes option-pricing model. The weighted
average fair value was $5.67 per share assuming an expected volatility of
32.5%, a risk free interest rate of 5.25%, expected lives of 9.9 years, and no
dividend yield.

15. Segment Information

Merkert American operates in two principal business segments: food brokerage
and private label principally in the United States. Merkert American provides
outsourced sales and marketing services to manufacturers of branded food and
non-food products in the food brokerage segment. Private label includes Merkert
American's private label division, which procures private label products on
behalf of certain retailers as well as the distribution of price marking
equipment and other ancillary products to retailers.

The financial information provided below reflects only those operations from
December 18, 1998, the date of acquisition of Merkert and Rogers-American,
through December 31, 1998. Merkert American had no operating history in these
segments prior to December 18, 1998.

Food Brokerage revenues are reported as Commissions on the Consolidated
Statement of Operations, while private label revenues are reported as Sales.
Operating profit is total revenue less operating expenses and excludes general
corporate expenses, interest expense and income taxes.

Information on Merkert American's business segments was as follows:

For the period from inception (March 4, 1998) to December 31, 1998:

<TABLE>
<S> <C>
Revenues:
Food Brokerage.................................................. $ 5,975
Private Label................................................... 2,420
--------
$ 8,395
========
Operating Profit:
Food Brokerage.................................................. 598
Private Label................................................... 52
General corporate expenses...................................... (1,837)
--------
Operating (loss).................................................. $ (1,187)
========
At December 31, 1998:
Identifiable Assets:
Food Brokerage................................................ $ 19,036
Private Label................................................. 4,920
General corporate assets...................................... 164,454
--------
$188,410
========
</TABLE>

Two supermarket customers accounted for 75% of the private label sales
segment in the period from December 18, 1998 to December 31, 1998.

F-37
<PAGE>

MERKERT AMERICAN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

16. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
per share for the period ended December 31, 1998:

<TABLE>
<S> <C>
Numerator:
Net income (loss)................................................. $ (1,466)
=========
Denominator:
Weighted average shares-basic..................................... 1,891,000
Dilutive stock options............................................ --
---------
Weighted average shares-assuming dilution......................... 1,891,000
=========
Net income (loss) per common share:
Basic and diluted................................................. $ (0.78)
=========
Number of options excluded as they would be antidilutive.......... 657,000
=========
</TABLE>

17. Subsequent Events

In January 1999, Merkert American acquired Sell, Inc. ("Sell") for cash
consideration of approximately $2,400 and notes payable of $3,800. Sell, a full
service brokerage firm in the Midwest, had revenues of $9,600 for the year
ended November 30, 1998.

In April 1999, Merkert American acquired United Brokerage Company ("UBC")
for an aggregate purchase price of approximately $3,200 in notes in addition to
debt assumed. UBC, a full service brokerage firm in the Midwest, had revenues
of $9,800 for the year ended November 30, 1998.

In July 1999, Merkert American acquired Buckeye Sales & Marketing, Inc.
("Buckeye") for an aggregate purchase price of approximately $2,600 in deferred
payments in addition to debt assumed. Buckeye, a full service brokerage firm in
the Great Lakes region of the United States, had revenues of $5,500 for the
year ended September 30, 1998.

F-38
<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 two years in the period ended December 31, 1997
and for the period from January 1, 1998 through December 18, 1998. 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.

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
two years in the period ended December 31, 1997 and for the period from January
1, 1998 through December 18, 1998 in conformity with generally accepted
accounting principles.

Arthur Andersen LLP

Boston, Massachusetts
March 30, 1999

F-39
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

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

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

F-40
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

<TABLE>
<CAPTION>
Year ended December 31, Period ended
------------------------- December 18,
1996 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
Revenues:
Commissions......................... $ 80,661 $ 104,274 $ 90,254
Sales............................... 44,916 43,105 42,185
----------- ------------ --------
125,577 147,379 132,439
Operating expenses:...................
Selling expenses.................... 52,510 69,913 59,778
Cost of sales....................... 41,890 39,027 38,709
General and administrative.......... 28,097 32,582 29,806
Depreciation and amortization....... 2,447 4,484 4,437
Restructuring expense............... -- -- 5,987
----------- ------------ --------
Operating income (loss)........... 633 1,373 (6,278)
----------- ------------ --------
Other income (expense):
Interest expense, net............... (2,150) (4,954) (4,180)
Other income (expense), net......... 247 23 (530)
----------- ------------ --------
Total other income (expense)...... (1,903) (4,931) (4,710)
----------- ------------ --------
Loss before provision for income
taxes................................ (1,270) (3,558) (10,988)
Provision (benefit) for income taxes.. 804 (109) --
----------- ------------ --------
Net loss.......................... (2,074) (3,449) (10,988)
Preferred stock dividends............. 445 445 300
----------- ------------ --------
Net loss applicable to common
stockholders......................... $ (2,519) $ (3,894) $(11,288)
=========== ============ ========
</TABLE>

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

F-41
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share amounts)

<TABLE>
<CAPTION>
Common Stock,
$0.1 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,
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............... -- -- -- -- -- (10,988) (10,988)
Preferred dividend
declared.............. -- -- -- -- -- (300) (300)
--------- --- ------- ------ ------ -------- --------
Balance, December 18,
1998................... 1,447,582 $14 223,000 $3,903 $3,126 $(27,230) $(27,993)
========= === ======= ====== ====== ======== ========
</TABLE>

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

F-42
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

<TABLE>
<CAPTION>
Year ended
December 31, Period ended
---------------- December 18,
1996 1997 1998
------- ------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss....................................... $(2,074) $(3,449) $(10,988)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities--
Depreciation and amortization................ 2,447 4,484 4,437
Loss (gain) on disposal of fixed assets...... 45 115 (251)
Deferred income taxes........................ -- -- (1,576)
Changes in assets and liabilities, exclusive
of acquisitions
(Increase) decrease in--
Restricted cash............................ 309 (227) 16
Accounts receivable, net................... (1,565) (1,729) 4,076
Inventories, prepaid expenses and
advances.................................. 718 (155) 516
Other assets............................... (348) 527 (330)
Increase (decrease) in--
Accounts payable........................... 2,266 (427) 3,163
Accrued expenses........................... 2,584 4,098 1,865
------- ------- --------
Net cash provided by operating
activities.............................. 4,382 3,237 928
------- ------- --------
Cash flows from investing activities:
Additions to property, plant and equipment..... (3,356) (7,273) (1,586)
Net proceeds from sale of property, plant and
equipment..................................... 117 530 647
Acquisitions, net of cash acquired............. (1,421) (748) --
(Increase) decrease in cash surrender value,
net of increase in policy loans............... (26) 202 (12)
------- ------- --------
Net cash (used in) investing activities.. (4,686) (7,289) (951)
------- ------- --------
Cash flows from financing activities:
Dividends paid................................. (445) (445) (300)
Borrowings under revolving line of credit...... 1,430 4,453 2,146
Issuance (repayment) of long--term debt........ 1,473 3,419 978
Net (repayment) of notes payable............... (1,292) (2,529) (540)
Redemption of convertible preferred stock...... -- (640) (622)
Redemption of redeemable common stock.......... -- -- (350)
(Repurchase) issuance of treasury stock........ (1,665) (370) --
------- ------- --------
Net cash (used in) provided by financing
activities.............................. (499) 3,888 1,312
------- ------- --------
Net increase (decrease) in cash.......... (803) (164) 1,289
Cash at beginning of year...................... 1,533 730 566
------- ------- --------
Cash at end of period.......................... $ 730 $ 566 $ 1,855
======= ======= ========
Supplemental disclosures of:
Cash flow information--
Cash payments for--
Interest................................... $ 934 $ 3,501 $ 4,200
======= ======= ========
Income taxes............................... $ 1,825 $ 21 $ 1,780
======= ======= ========
Non-cash flow information--
Purchase price financed by seller.......... $13,947 $ 6,292 $ --
======= ======= ========
Liabilities assumed........................ $ 724 $ 560 $ --
======= ======= ========
Stock issued to ESOP....................... $ -- $ 174 $ 871
======= ======= ========
</TABLE>

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

F-43
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share amounts)

1. Nature of Business

Merkert Enterprises, Inc. ("Merkert Enterprises") is a broker of food and
various food-related products. Merkert Enterprises 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 Enterprises also provides
development, inventory management and procurement and packaging services of
private label frozen fruit and vegetable products for several retailers.
Merkert Enterprises primarily operates throughout the northeast and mid-
Atlantic regions of the United States.

On May 20, 1998, and as amended from time to time, Merkert Enterprises
entered into a stock purchase agreement with Merkert American Corporation and
the stockholders of Merkert Enterprises (the "Purchase Agreement"). On December
18, 1998, pursuant to the Purchase Agreement and simultaneously with an Initial
Public Offering of Merkert American Corporation common stock (collectively the
"Combination"), Merkert American Corporation purchased all of the outstanding
shares of common and convertible redeemable preferred stock of Merkert
Enterprises. The consideration paid by Merkert American Corporation was
approximately $31,000 in cash and 1,166,667 shares of its common stock. The
cash portion of the consideration does not reflect approximately $17,200 of
payments made by Merkert Enterprises of certain federal and state tax
obligations resulting from the settlement of an examination of Merkert
Enterprises's tax filings for 1992, 1993 and 1994. See further discussion in
Note 9.

On December 18, 1998, as a result of the Combination, Merkert Enterprises
became a wholly-owned subsidiary of Merkert American Corporation.

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Merkert
Enterprises and its wholly-owned subsidiary Merkert Laboratories, Inc. These
financial statements reflect the historical balance sheets of Merkert
Enterprises as of December 31, 1996 and 1997 and the statements of operations,
stockholders' deficit and cash flows for each of the two years in the period
ended December 31, 1997 and for the period from January 1, 1998 through
December 18, 1998. All intercompany accounts and transactions have been
eliminated in consolidation.

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 and
assumptions.

Revenue Recognition

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

F-44
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Fair Value of Financial Instruments

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

Concentration of Credit Risk

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

Inventories

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. See Note 4.

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>

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 that 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 $861, $2,615 and $2,607 for the years ended
December 31, 1996 and 1997 and for the period ended December 18, 1998,
respectively.

F-45
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Income Taxes

Merkert Enterprises 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 Enterprises 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
Enterprises evaluates the carrying value of its long-lived assets, including
property and 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 and December 18, 1998, 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>
Compensation................................................. $ 3,125 $ 3,589
Taxes........................................................ 14,353 16,972
Other........................................................ 6,366 7,381
------- -------
$23,844 $27,942
======= =======
</TABLE>

Restructuring

Merkert Enterprises incurred restructuring charges in the period ended
December 18, 1998 of $5,987 in connection with severance and other costs
incurred prior to the Combination. Payments of $975 were made prior to
December 31, 1998. The balance of the restructuring charges of $5,012 have
been, or will be paid, subsequent to December 31, 1998.

3. Acquisitions

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

The acquisitions were 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
Enterprises's policy is to estimate the net present value of the expected
payments and record that amount as part of the purchase price. Merkert

F-46
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Enterprises records any ultimate changes to the estimate as an adjustment to
the goodwill. Purchase price in excess of net identified 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 that were consummated in 1996 and 1997:

<TABLE>
<CAPTION>
Purchase Price
------------------
Net
Tangible
Cash Financed Assets
Date Paid by Seller Acquired Goodwill Intangible
----- ------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ABD Sales, Inc........... 10/96 $(1,121) $(9,275) $(63) $10,147 $ 312
DelGrosso-Richardson-
Morrison, Inc........... 10/96 (300) (4,672) 88 3,554 1,330
Toomey-Delong, Inc....... 1/97 (635) (5,144) 593 1,160 4,026
Luciano.................. 1/97 (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 Enterprises for the year
ended December 31, 1996 would have been $164,877 and $(1,787), respectively.

4. Property, plant and equipment

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

<TABLE>
<CAPTION>
Depreciable
Life
1996 1997 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, 1996 and 1997 and for
the period ended December 18, 1998, was $1,586 and $1,869 and $1,830,
respectively.

F-47
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

5. Long-Term Debt

As of December 31, debt consists of the following:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Revolving line of credit.................................... $ 1,430 $ 5,883
Bank mortgage and term loans................................ 2,834 6,253
Subordinated 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>

On October 31, 1996, Merkert Enterprises 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. On December 18, 1998, the then
outstanding balance under this agreement of $8,000 was paid off in connection
with the Combination.

On September 5, 1996, a bank mortgage secured by a building was refinanced
and Merkert Enterprises 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 Enterprises'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 were due monthly. The mortgage loan matured September 5,
2006, at which time a balloon payment of the remaining balance would have been
due. On February 13, 1998, Merkert Enterprises entered into a $9,500 secured
mortgage agreement, effective April 1, 1998, with a real estate lender that
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 Enterprises repurchased 115,000 shares of common
stock for an aggregate purchase price of $1,909. Merkert Enterprises 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 Enterprises repurchased 92,000 shares of common
stock for an aggregate purchase price of $1,665. Merkert Enterprises 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%.

F-48
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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

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%. In connection
with the Combination, the then outstanding balances of the Luciano and Toomey-
Delong obligations aggregating approximately $5,089 were paid in full on
December 18, 1998. The amount then outstanding under the ABD obligation of
approximately $9,000 is held in escrow pending the resolution of the matter
discussed in Note 9. The remaining obligations under the acquisition agreements
are unsecured, payable in quarterly installments and extend through 2006.

Future principal payments on long-term debt as of December 31, 1997 for the
years ending December 31, were 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>

6. Employee Benefit Plans

Merkert Enterprises sponsors the Merkert Enterprises, Inc. Employee Stock
Ownership Plan and Trust ("ESOP"). On January 1, 1997, Merkert Enterprises
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 Enterprises currently
matches 100% of an eligible employee's contribution up to certain limits
determined by Merkert Enterprises (currently 4%) of the employee's salary.
Prior to the adoption of the 401(k) Plan, Merkert Enterprises's contributions
were made at the discretion of the Board of Directors.

For the years ended December 31, 1996 and 1997 and for the period ended
December 18, 1998, Merkert Enterprises expensed approximately $1,249, $988 and
$1,311, respectively, under the terms of the ESOP and 401(k) Plans. On December
23, 1997, the Board of Directors authorized the issuance to the ESOP of 51,600
shares held as treasury stock to satisfy the fiscal 1997 obligation. The common
stock was issued to the 401(k) 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. On December 18, 1998, these
shares were purchased by Merkert Enterprises American Corporation as part of
the Combination. See Note 1.

F-49
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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. On
December 18, 1998, these shares were purchased by Merkert Enterprises American
Corporation as part of the Combination. See Note 1.

8. Contingencies

Merkert Enterprises is involved in various legal proceedings that 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
Enterprises's consolidated financial position or results of operations.

9. Commitments

Promotional Funds

Certain Manufacturers provide Merkert Enterprises with funds to be used
solely for advertising and other promotional activities. At December 31, 1996
and 1997, Merkert Enterprises had cash of $368 and $595, respectively, use of
which 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 Enterprises has received written notice from the seller of a food
brokerage business acquired by Merkert Enterprises alleging that Merkert
Enterprises has breached certain covenants contained in an agreement with such
seller, claiming that such breaches have caused the acceleration of certain
obligations of Merkert Enterprises to such seller and have filed an arbitration
demand which is currently pending before the American Arbitration Association.
Merkert Enterprises believes that this matter, if determined adversely to
Merkert Enterprises, would not have a material adverse effect on Merkert
Enterprises.

Leases

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

Rental costs, including real estate taxes, amounted to approximately $3,469,
$4,386 and $3,489 in 1996, 1997 and for the period ended December 18, 1998,
respectively.

F-50
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

10. Income Taxes

The provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
Year ended Period ended
December 31, December 18,
--------------- ------------
1996 1997 1998
------ ------- ------------
<S> <C> <C> <C>
Federal--
Current.................................... $ 603 $ (82) $ --
Deferred................................... -- -- --
------ ------- -------
603 (82) --
------ ------- -------
State--
Current.................................... 201 (27) --
Deferred................................... -- -- --
------ ------- -------
201 (27) --
------ ------- -------
$ 804 $ (109) $ --
====== ======= =======

<CAPTION>
Year ended Period ended
December 31, December 18,
--------------- ------------
1996 1997 1998
------ ------- ------------
<S> <C> <C> <C>
U.S. federal statutory provision............. $ (432) $(1,210) $(3,726)
State income taxes, net of federal income tax
effect...................................... (76) (213) (585)
Change in valuation allowance................ 1,137 1,613 4,399
Permanent items.............................. 314 459 702
Other........................................ (139) (758) (790)
------ ------- -------
Effective tax provision.................... $ 804 $ (109) $ --
====== ======= =======
</TABLE>

F-51
<PAGE>

MERKERT ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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 carryforwards........................... -- 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 Enterprises 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 Enterprises's federal and state tax filings for 1992, 1993 and 1994
were audited by tax authorities. On May 18, 1998, Merkert Enterprises entered
into a settlement with the Internal Revenue Service which resolved matters
raised by them in the examinations. In connection with the settlement, Merkert
Enterprises agreed to pay approximately $17,200, in the aggregate, to both the
Internal Revenue Service and the applicable state tax authorities. The amount
of the settlement did not differ materially from recorded reserves. On December
18, 1998, pursuant to the Combination, the former stockholders of Merkert
Enterprises used a portion of the cash proceeds received to pay the tax
settlement.

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

F-52
<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-American") 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 two years in the period
ended December 31, 1997 and for the period from January 1, 1998 through
December 18, 1998. These financial statements are the responsibility of Rogers
American's 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-
American and Subsidiary as of December 31, 1996 and 1997, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1997 and for the period from January 1, 1998
through December 18, 1998, in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

Boston, Massachusetts
March 30, 1999

F-53
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

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

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

F-54
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

<TABLE>
<CAPTION>
Year ended Period ended
December 31, December 18,
---------------- ------------
1996 1997 1998
------- ------- ------------
<S> <C> <C> <C>
Revenues:
Commissions.................................... $63,311 $82,985 $ 79,558
Operating expenses:
Selling expenses............................. 50,614 63,361 76,894
General and administrative................... 10,944 13,023 15,226
Depreciation and amortization................ 1,646 2,516 2,439
Restructuring expense........................ -- -- 948
------- ------- --------
Operating income (loss).................... 107 4,085 (15,949)
Interest expense............................... (1,656) (2,536) (2,617)
------- ------- --------
Income (loss) before provision for income
taxes......................................... (1,549) 1,549 (18,566)
Provision (benefit) for income taxes........... (460) 804 (677)
------- ------- --------
Net income (loss)............................ $(1,089) $ 745 $(17,889)
======= ======= ========
</TABLE>

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

F-55
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share amounts)

<TABLE>
<CAPTION>
Common Stock,
$1.00 Par Value
------------------
Retained
Additional Earnings
Paid-in (Accumulated
Shares Amount Capital Deficit) Total
-------- ------- ---------- ------------ --------
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1995................... 1,091 $ 1 $ 225 $ 133 $ 359
Net loss................ -- -- -- (1,089) (1,089)
Redemption of 59
shares................. (59) -- (76) -- (76)
-------- ------ ------- -------- --------
Balance, December 31,
1996................... 1,032 1 149 (956) (806)
Net income.............. -- -- -- 745 745
Redemption of 76.4
shares................. (77) -- -- (112)
-------- ------ ------- -------- --------
Balance, December 31,
1997................... 955 1 37 (211) (173)
Net loss................ -- -- -- (17,889) (17,889)
Transfer of ownership
interest............... -- -- 10,319 -- 10,319
-------- ------ ------- -------- --------
Balance, December 18,
1998................... 955 $ 1 $10,356 $(18,100) $ (7,743)
======== ====== ======= ======== ========
</TABLE>

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

F-56
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

<TABLE>
<CAPTION>
Year ended Period ended
December 31, December 18,
---------------- ------------
1996 1997 1998
------- ------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).............................. $(1,089) $ 745 $(17,889)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities--
Compensation expense......................... -- -- 15,529
Depreciation and amortization................ 1,646 2,516 2,438
Loss on disposal of fixed assets............. -- -- 91
Deferred income taxes........................ (500) (126) 612
Changes in assets and liabilities, exclusive of
acquisitions (Increase) decrease in--
Restricted cash.............................. (20) (285) 131
Accounts receivable, net..................... (1,707) (2,659) 148
Income taxes receivable...................... (512) 512 (1,147)
Prepaid expenses and advances................ (77) 74 (10)
Other assets................................. 29 (9) (41)
Increase (decrease) in--
Accounts payable............................. 1,588 (1,053) 729
Accrued expenses............................. 129 (91) 2,646
Other liabilities............................ 711 (572) --
------- ------- --------
Net cash provided by (used in) operating
activities................................. 198 (948) 3,237
------- ------- --------
Cash flows from investing activities:
Additions to property, plant and equipment.... (1,045) (453) (16)
Acquisitions, net of cash acquired............ (11,231) (192) --
(Increase) decrease in cash surrender value,
net of increase in policy loans.............. (487) (789) (296)
Net cash provided by (used in) investing
activities.................................. (12,763) (1,434) (312)
------- ------- --------
Cash flows from financing activities:
Borrowings under revolving line of credit,
net of repayments........................... 3,024 4,546 (553)
Issuance of long-term debt................... 10,157 -- --
Repayment of long-term debt.................. -- (2,226) (2,656)
Redemption of Common Stock................... (76) (112) --
------- ------- --------
Net cash provided by (used in) financing
activities................................. 13,105 2,208 (3,209)
------- ------- --------
Net increase (decrease) in unrestricted
cash....................................... 540 (174) (284)
Unrestricted cash at beginning of year......... 190 730 556
------- ------- --------
Unrestricted cash at end of period............. $ 730 $ 556 $ 272
======= ======= ========
Supplemental disclosures of cash flow
information:
Cash payments for--
Interest..................................... $ 1,635 $ 2,486 $ 2,494
Income taxes................................. $ 722 $ 180 $ 234
Non-cash flow information--
Purchase price financed by seller............ $10,626 $ 48 $ --
Liabilities assumed.......................... $ 1,227 $ -- $ --
</TABLE>

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

F-57
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share amounts)

1. Nature of Business

Rogers-American Company, Inc. ("Rogers-American") is a broker of food and
various food-related products. Rogers-American 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-American primarily operates
throughout the southeast and mid-Atlantic regions of the United States.

On May 22, 1998 and as amended on November 16, 1998, Rogers-American
entered into a stock purchase agreement with Merkert American Corporation and
the stockholders of Rogers-American (the "Purchase Agreement"). On December
18, 1998, pursuant to the Purchase Agreement and simultaneously with an
Initial Public Offering of Merkert American Corporation common stock
(collectively the "Combination"), Merkert American Corporation purchased all
of the outstanding shares of common stock of Rogers-American for approximately
$25,635 in cash. On December 18, 1998, as a result of the Combination, Rogers-
American became a wholly-owned subsidiary of Merkert American Corporation.

In connection with the consummation of the Purchase Agreement, the former
principal stockholders of Rogers-American transferred a portion of their
shares of common stock to certain minority stockholders to compensate those
employees for valuable prior services. As a result, the accompanying
consolidated statement of operations includes a compensation charge of $10,319
and other non-recurring charges of approximately $5,210 for the period ended
December 18, 1998. See Notes 2, 5 and 11.

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Rogers-
American and its wholly-owned subsidiary Rogers-American Company of Florida,
Inc. These financial statements reflect the historical balance sheets of
Rogers-American as of December 31, 1996 and 1997 and the statements of
operations, stockholders' deficit and cash flows for each of the two years in
the period ended December 31, 1997 and for the period from January 1, 1998
through December 18, 1998. All intercompany accounts and transactions have
been eliminated in consolidation.

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 and
assumptions.

Revenue Recognition

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

Fair Value of Financial Instruments

Effective December 31, 1995, Rogers-American adopted Statement of Financial
Accounting Standards (SFAS) No. 107, Disclosures About Fair Value of Financial
Instruments. SFAS No. 107 requires that

F-58
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Rogers-American disclose estimated fair values for certain of its financial
instruments. Rogers American's financial instruments consist of cash,
restricted cash, accounts receivable, accounts payable and long-term debt. The
carrying value of Rogers American's financial instruments approximates fair
value at December 31, 1996 and 1997.

Concentration of Credit Risk

Financial instruments that potentially subject Rogers-American to
concentrations of credit risk consist principally of trade receivables. Rogers
American's trade receivables result from commission sales. Rogers-American
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 using
the straight-line method over the estimated useful lives of the assets. See
Note 4.

Intangibles

Intangibles consist of the following:

<TABLE>
<CAPTION>
December 31,
----------------
1996 1997
------- -------
<S> <C> <C>
Goodwill................................................... $17,283 $17,460
Noncompete agreements...................................... 6,589 6,604
------- -------
23,872 24,064
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
estimated useful lives that range from 5 to 20 years. Noncompete agreements are
amortized on a straight-line basis over the life of the respective agreement.
Amortization expense was $1,285, $2,040 and $1,946 for the years ended December
31, 1996 and 1997 and for the period ended December 18, 1998, respectively.

Cash Surrender Value of Life Insurance

Included within other assets is the cash surrender value of life insurance,
net of policy loans. Rogers-American 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-American has loans of $1,278 and $1,066 on December 31, 1996 and
December 31, 1997, respectively.

In connection with the consummation of the Purchase Agreement, Rogers-
American assigned the life insurance policies on key executives to certain
former stockholders. As a result, the accompanying consolidated statements of
operations includes a compensation charge of $3,535 for the period ended
December 18, 1998.

Income Taxes

Rogers-American 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

F-59
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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-American 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-American
evaluates the carrying value of its long-lived assets, including property and
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 and December 18, 1998,
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>
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>

Restructuring

Rogers-American incurred a restructuring charge of $948 in the period ended
December 18, 1998 in connection with the Combination. Payments of $814 were
made prior to December 31, 1998. The balance of the restructuring charges,
$134, have been, or will be paid subsequent to December 31, 1998.

3. Acquisitions

Rogers-American completed acquisitions of several food brokerage businesses
during 1996 and 1997. The acquisitions were 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 American's
policy is to estimate the net present value of the expected payments and record
that amount as part of the purchase price. Rogers-American 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 that were consummated in 1996 and
1997.

F-60
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

<TABLE>
<CAPTION>
Purchase Price Net
---------------- Tangible
Cash Financed Assets
Date Paid by Seller Acquired Goodwill Intangibles
------- ----- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
G.B.S................ 10/96 $ -- $ (982) $288 $ 555 $ 139
Fitzwater............ 11/96 (800) (5,924) 800 4,739 1,185
Sales Support, Inc... 11/96 -- (997) -- -- 997
Tinney & Associates.. 11/96 -- (1,377) 218 927 232
Brown & Stagner...... 11/96 -- (1,905) 97 1,446 362
Others............... Various -- (1,001) 36 486 479
</TABLE>

Had each of these acquisitions been consummated on January 1, 1996, the
unaudited pro forma revenues and net income (loss) for Rogers-American 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,
1996 and 1997:

<TABLE>
<CAPTION>
Depreciation
Land
1996 1997 In Years
------ ------ ------------
<S> <C> <C> <C>
Land.............................................. $ 500 $ 500 --
Building.......................................... 3,500 3,500 40
Furniture and equipment........................... 3,117 3,476 5-7
Motor vehicles.................................... 79 79 3-5
Leasehold improvements............................ 694 789 20
------ ------
7,890 8,344
Less-Accumulated depreciation..................... 1,937 2,413
------ ------
$5,953 $5,931
====== ======
</TABLE>

Depreciation expense for the years ended December 31, 1996 and 1997 and for
the period ended December 18, 1998 was $361, $476 and $492, respectively.

In connection with the consummation of the Purchase Agreement, Rogers-
American intends to sell its corporate headquarters and distribute the net cash
proceeds to certain former stockholders.

F-61
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

5. Long-Term Debt

As of December 31, debt consists of the following:

<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
------- -------
Net long-term debt........................................... $24,849 $30,830
======= =======
</TABLE>

On November 8, 1996, Rogers-American 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-American's 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-American 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-American
was in compliance with these covenants. On December 18, 1998, in connection
with the Combination, the then outstanding balance of $7,817 of this debt was
fully repaid.

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-American has the following debt resulting from business acquisitions:

Bay Brokerage--Unsecured notes payable 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. In connection with
the Combination, the then outstanding balance of approximately $2,448 was paid
in full on December 18, 1998.

F-62
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

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

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. In connection with the Combination, the
then outstanding balance of approximately $701 was paid in full on December 18,
1998.

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. In connection with the
Combination, approximately $501 of the then outstanding balance of
approximately $986 was paid on December 18, 1998.

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. In
connection with the Combination, the then outstanding balance of approximately
$2,271 was paid in full on December 18, 1998. Additionally, in connection with
the Combination, the Company recorded a compensation charge of $675 for the
period ended December 18, 1998.

Rogers-American 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.

Future principal payments on long-term debt as of December 31, 1997 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>

6. Employee Benefit Plans

Rogers-American 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.

F-63
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Under the provisions of the 401(k) Plan, Rogers-American currently matches
25% of an eligible employee's contribution up to certain limits determined by
Rogers-American (currently 6%) of the employee's salary. On an annual basis,
Rogers-American may make a discretionary contribution into the profit sharing
component of the 401(k) Plan. For the years ended December 31, 1996 and 1997
and for the period ended December 18, 1998, Rogers-American expensed
approximately $615, $403 and $444, respectively, under the terms of the 401(k)
Plan.

7. Postretirement Benefits

Rogers-American provides medical and dental benefits to certain eligible
former employees and their eligible dependents (the "Postretirement Plan"). The
accumulated postretirement benefit obligation, which is unfunded, is recorded
in Accrued expenses in the accompanying consolidated balance sheets. This
obligation was determined using an estimated discount rate of 8% based on
estimated payments required over future periods. An increase of 1% in health
care cost rates would not have a material effect on Rogers American's financial
position or results of operations.

8. Contingencies

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

9. Commitments

Several key employees of Rogers-American 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-
American has not accrued a liability for these awards and no amount is due for
the year ended December 31, 1997. Rogers-American may terminate any of the
employment agreements for just cause without incurring any liability.

Rogers-American 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-American, 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-American 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-American. The
amount expensed under these agreements for the years ended December 31, 1996
and 1997 and for the period ended December 18, 1998 was $0, $163 and $0,
respectively. As a condition of the acquisition of Rogers-American by Merkert
American Corporation, all but one of the supplemental pensions were voided. The
remaining obligation of $246 has been fully reflected in Rogers American's
consolidated financial statements.

Certain of Rogers American's former shareholders, as a group, lease a sales
office located in North Carolina to Rogers-American. The annual rental of
approximately $88 is at fair value in the estimation of management. The lease
expires in 2003.

F-64
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

Promotional Funds

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

Legal Proceedings

Rogers-American has received written notice from the sellers of a food
brokerage business acquired by Rogers-American alleging breach of certain
covenants contained in an agreement with such seller claiming such breaches
have caused the acceleration of certain obligations of Rogers-American to the
seller. In December 1998, Rogers-American entered into a settlement agreement
with such sellers providing for the buyout of substantially all obligations to
such sellers and a release of such sellers' security for a cash payment of
$4,270 which payment was funded by Merkert American Corporation in the
Combination on December 18, 1998.

Leases

Rogers-American 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 $5,773,
$7,985 and $7,778 for the years ended December 31, 1996 and 1997 and for the
period ended December 18, 1998, respectively.

10. Related Party Transactions

Rogers-American owns 49% of the outstanding voting common stock of an
affiliated merchandising entity which began operations in 1997. In addition,
Rogers-American 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 (loss) of the affiliate for 1997 and 1998
were $922 and $(1) and $2,948 and $1, respectively. Total assets at December
31, 1997 were $218. Rogers-American had no trade receivables outstanding at
December 31, 1997 from this affiliate. During 1997 and 1998, Rogers-American
had no sales to this affiliate.

Certain of Rogers American's former shareholders, as a group, owned 49% of
the voting common stock of another affiliated entity. During 1996, 1997 and
1998, Rogers-American recorded commission revenues of approximately $230, $183
and $253 from this affiliate. Trade receivables at December 31, 1997 were $56.

F-65
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

11. Income Taxes

The provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
Year ended
December 31, Period ended
-------------- December 18,
1996 1997 1998
------ ------ ------------
<S> <C> <C> <C>
Federal--
Current........................................ $ 30 $ 698 $(508)
Deferred....................................... (375) (95) --
------ ----- -----
(345) 603 (508)
State--
Current........................................ 10 232 (169)
Deferred....................................... (125) (31) --
------ ----- -----
(115) 201 (169)
------ ----- -----
$ (460) $ 804 $(677)
====== ===== =====
</TABLE>

<TABLE>
<CAPTION>
Year ended
December 31, Period ended
---------------December 18,
1996 1997 1998
------- ------------------
<S> <C> <C> <C>
U.S. federal statutory provision............... $(527) $ 527 $(6,312)
State income taxes, net of federal income tax
effect........................................ (74) 87 (872)
Permanent items................................ 171 140 713
Valuation allowance............................ -- -- 5,794
Other.......................................... (30) 50 --
------- ----- -------
Effective tax provision...................... $(460) $ 804 $ (677)
======= ===== =======
</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
===== ======
Liabilities--
Property basis differences.................................. (35) (53)
Other....................................................... (47) (56)
Total liabilities........................................... (82) (109)
----- ------
Net assets................................................ $ 663 $ 788
===== ======
</TABLE>

F-66
<PAGE>

ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(in thousands, except share amounts)

In connection with the Combination, the Company has agreed to distribute
approximately $1,000 of refundable income taxes to the selling shareholders.
Accordingly, the accompanying consolidated statement of operations includes a
compensation charge of $1,000.

F-67
<PAGE>

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
- -------- --------- ---------- ---------- ----------- ----------
Additions Additions Deductions
Balance charged to charged to Written off Balance of
beginning Cost and other Against end of
Description of period Expenses accounts Reserve period
- ----------- --------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
December 31, 1998:
Allowance for doubtful
accounts............... $-- $-- $1,374 $-- $1,374
Restructuring reserve... -- -- 5,146 -- 5,146
</TABLE>

F-68
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $ 21,978,001 $ 26,633,832
Accounts receivable net of allowance for
doubtful accounts of $4,560,305 and
$5,225,079, respectively................... 28,741,622 28,295,152
Current portion of notes receivable......... 110,438 110,438
Deferred taxes.............................. 1,932,286 1,932,286
Prepaid expenses and other current assets... 1,540,112 967,164
------------ ------------
Total current assets...................... 54,302,459 57,938,872
Other assets.................................. 6,663,861 7,047,070
Property and equipment, net................... 22,929,775 23,019,089
Intangible assets............................. 81,550,016 86,756,991
------------ ------------
Total assets.............................. $165,446,111 $174,762,022
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable............................ $ 3,063,406 $ 5,085,651
Accrued expenses............................ 14,644,931 8,980,959
Promotional advances........................ 1,503,966 1,566,308
Current portion of long-term obligations.... 9,367,396 9,434,064
------------ ------------
Total current liabilities................. 28,579,699 25,066,982
Deferred taxes................................ 9,649,740 10,025,601
Long-term obligations less current portion:
Notes payable............................... 118,334,462 119,500,145
Covenants not to compete.................... 9,999,916 10,550,070
Deferred compensation liabilities........... 30,024,955 30,324,378
Capital lease obligations................... 1,283,775 1,421,609
------------ ------------
Total long-term obligations................... 159,643,108 161,796,202
Other liabilities............................. 813,583 901,075
Redeemable common stock....................... -- --
Shareholders' equity (deficit):
Common stock, $.01 stated value:
Authorized shares--10,000,000
Issued and outstanding shares--197,474...... 1,975 1,975
Additional paid-in capital.................. 31,305,469 31,305,469
Retained deficit............................ (63,042,096) (52,829,915)
Treasury stock at cost--59,839 shares....... (1,505,367) (1,505,367)
------------ ------------
Total shareholders' equity (deficit)...... (33,240,019) (23,027,838)
------------ ------------
Total liabilities and shareholders' equity
(deficit)................................ $165,446,111 $174,762,022
============ ============
</TABLE>

See accompanying notes

F-69
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1999 1998
-------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Revenues........................................ $ 52,503,383 $ 53,089,581
Expenses:
Salaries....................................... 28,907,758 29,415,867
Payroll taxes and benefits..................... 5,181,758 4,974,347
Automobiles and related expenses............... 4,761,143 4,655,248
Sales and marketing............................ 3,790,164 3,229,277
General and administrative..................... 9,172,887 6,974,565
Depreciation and amortization.................. 7,279,658 9,640,166
-------------- -------------
Total expenses................................. 59,093,368 58,889,470
-------------- -------------
Operating loss.................................. (6,589,985) (5,799,889)
Other income (expenses):
Interest expense............................... (4,297,530) (4,315,623)
Other income................................... 312,950 753,650
-------------- -------------
Loss before income taxes....................... (10,574,565) (9,361,862)
Income tax benefit............................. (362,384) (1,593,605)
-------------- -------------
Net loss....................................... $ (10,212,181) $ (7,768,257)
============== =============
Net loss per share............................. $ (74.20) $ (56.44)
============== =============
</TABLE>

See accompanying notes.

F-70
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1999 1998
-------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Operating Activities:
Net loss........................................ $ (10,212,181) $ (7,768,257)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for losses on accounts receivable... 4,015,258 2,008,500
Compensation expense for stock appreciation
rights....................................... 55,904 --
Compensation expense related to deferred
compensation plans........................... 300,411 11,334
Amortization of intangible assets............. 5,851,057 8,314,884
Depreciation.................................. 1,428,601 1,325,282
Amortization of debt issuance costs........... 170,555 131,131
Imputed interest expense on deferred
compensation, deferred payment agreements,
and covenants not to compete................. 317,480 673,109
Gain on disposal of assets.................... (16,281) (26,195)
Deferred income taxes......................... (375,861) (2,152,474)
Changes in operating assets and liabilities:
Accounts and notes receivable................ (4,461,728) (4,086,589)
Prepaid expenses and other current assets.... (500,825) (315,087)
Other assets................................. (68,059) 367,605
Accounts payable and accrued expenses........ 3,506,649 1,804,184
Income taxes payable......................... -- (871,508)
Promotional advances......................... 58,041 714,143
-------------- -------------
Net cash provided by operating activities... 69,021 130,062
Investing activities:
Purchases of property and equipment............. (1,410,554) (1,879,695)
Proceeds from disposal of assets................ 183,048 83,937
Cash paid in purchase of businesses............. (72,123) --
-------------- -------------
Net cash used in investing activities....... (1,299,629) (1,795,758)
Financing activities:
Payment of professional fees related to bond
offering....................................... -- (310,567)
Principal payments on covenants not to compete
and deferred payment agreements................ (1,628,380) (1,771,070)
Principal payments on debt and lease
obligations.................................... (1,796,843) (1,435,234)
-------------- -------------
Net cash used in financing activities....... (3,425,223) (3,516,871)
-------------- -------------
Net decrease in cash and cash equivalents....... (4,655,831) (5,182,567)
Cash and cash equivalents at beginning of
period......................................... 26,633,832 41,393,614
-------------- -------------
Cash and cash equivalents at end of period...... $ 21,978,001 $ 36,211,047
============== =============
</TABLE>

See accompanying notes.

F-71
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared by Richmont Marketing Specialists Inc. (the "Richmont Marketing") in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments consisting
of normal recurring adjustments necessary to present fairly the financial
position, results of operations and cash flows of the Richmont Marketing for
the periods indicated have been made. The balance sheet at December 31, 1998
has been derived from the audited financial statements at that date.

Operating results for the three months ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. These footnotes should be read in conjunction with the
Company's historical financial statements.

2. Intangible Assets

Intangible assets include goodwill, covenants not to compete, principal
relationships, and trained workforce. Goodwill represents the excess of the
purchase price over the fair value of net assets of various businesses
acquired. Effective January 1, 1998, Richmont Marketing revised the estimated
life of its goodwill related to prior acquisitions from ten to five years.
Acquisitions prior to January 1, 1993 with unamortized goodwill at January 1,
1998 were written off in the first quarter of 1998. The net loss for the first
quarter of 1998 would have decreased by $4.0 million without this change.

Covenants not to compete are recorded at fair value based on independent
appraisal and are being amortized over the term of the related agreement,
generally three to ten years. Principal relationships and trained workforce are
recorded at fair value based on independent appraisals and are amortized over
periods ranging from one to seven years.

Periodically, the carrying value of intangible assets is reviewed if the
facts and circumstances suggest that they may be impaired. If the review
indicates that the intangible assets will not be recoverable, as determined by
the undiscounted cash flow method, the asset will be reduced to its estimated
recoverable value.

3. Lines of Credit

On October 14, 1997, Richmont Marketing entered into a bank credit facility.
On December 18, 1997, this facility was amended and restated and further
amended on August 12, 1998 effective June 30, 1998 and on March 3, 1999
effective October 1, 1998 (collectively, the "Credit Agreement"). The Credit
Agreement provides for borrowings not to exceed the lesser of $25,000,000 or a
maximum borrowing base calculated on certain percentages of eligible accounts
receivable. The available borrowings will be reduced for any outstanding
letters of credit. Borrowings under the facility will be used to provide
working capital for Richmont Marketing, to finance certain permitted
acquisitions, and to facilitate other general corporate purposes. Borrowings
under the Credit Agreement bear interest at the prime rate plus a margin of
between 0.00% and 0.75% or the LIBOR rate plus a margin of between 1.00% and
2.50%, based upon defined calculations, at the option of Richmont Marketing.
Richmont Marketing is required to pay commitment fees under the facility at a
rate ranging from .25% to .5625 %, based upon defined calculations. The
facility will mature on October 14, 2002. The facility also places restrictions
and limitations on dividends, redemptions, and repurchases of capital stock,
additional indebtedness, capital expenditures, mergers, and asset sales.

F-72
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(Continued)

The Credit Agreement requires Richmont Marketing to maintain certain
financial ratios and meet certain indebtedness tests. As of March 31,1999,
Richmont Marketing was in default of certain covenant requirements of the
Credit Agreement. Under an amendment to the Credit Agreement, which management
expects to negotiate, all covenants would be waived through September 30, 1999.
At March 31, 1999, there were no borrowings under the facility, however, a $1.3
million letter of credit was outstanding. If the Credit Agreement is not
amended, Richmont Marketing will have no borrowings available under the
facility. If an amendment to the Credit Agreement is obtained and the terms of
the borrowing base calculation remain the same, the amount available for
borrowings under the facility as amended would be approximately $10.6 million
as of March 31, 1999.

Amounts outstanding under this facility are collateralized by substantially
all of Richmont Marketing's assets.

4. Long-Term Obligations

Debt

<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Senior Subordinated Notes, unsecured, bearing
interest at 10 1/8% payable semi-annually and
principal due December 15, 2007................... $100,000,000 $100,000,000
Unsecured notes payable to former owners of Atlas,
bearing interest at 10%, principal and interest
payable monthly in the amount of $262,500 over
terms ranging from one to five years.............. 11,184,943 11,655,660
Unsecured notes payable to other entities, bearing
interest at rates ranging from 5.6% to 12%,
principal and interest payable under various
arrangements over terms ranging from one to
fourteen years.................................... 6,375,001 6,953,790
Unsecured notes payable to related parties, bearing
interest at rates ranging from 6.5% to 8.5%,
principal and interest payable under various
arrangements over terms ranging from one to ten
years............................................. 5,398,778 5,514,955
------------ ------------
$122,958,722 124,124,405
Less current portion............................... (4,624,260) (4,624,260)
------------ ------------
$118,334,462 $119,500,145
============ ============
</TABLE>

On December 19, 1997, Richmont Marketing issued $100,000,000 of 10 1/8%
Senior Subordinated Notes due 2007 (the "Notes"). The proceeds, net of a
$3,000,000 underwriting commission, were $97,000,000. In connection with the
issuance of the Notes, Richmont Marketing incurred approximately $5,300,000 in
deferred financing fees, which amount includes the underwriting commission.
These fees are capitalized and are being amortized over the term of the Notes.

F-73
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(Continued)

to be redeemed, together with accrued and unpaid interest, if any, to the date
of redemption, provided that at least 65% of the original aggregate principal
amount of the Notes remains outstanding immediately after each such redemption.
The Notes are not subject to any sinking fund requirement. Upon a change of
control, each holder of the Notes will have the right to require Richmont
Marketing to make an offer to repurchase such holder's Notes at a price equal
to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date of repurchase.

The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of Richmont Marketing. The Notes will
be fully and unconditionally guaranteed on an unsecured, senior subordinated
basis by each of Richmont Marketing's principal operating subsidiaries, all of
which are wholly owned.

Additionally, the terms on the Notes subject Richmont Marketing to certain
limitations and restrictions primarily related to obtaining additional
indebtedness, payments of dividends, and sales of assets and subsidiary stock.

The Notes are also subject to an Exchange and Registration Rights Agreement
whereby Richmont Marketing must file a registration statement with the
Securities Exchange Commission within 16 months of the original date of
issuance of the Notes. The registered notes must be identical in all material
respects to the Notes, except for transfer restrictions relating to the Notes.

Deferred Payment and Compensation Plans

In conjunction with acquisitions of other brokerage companies, deferred
payment agreements are generally executed or assumed with the former owners and
certain key employees of the acquired companies. Under these agreements,
Richmont Marketing agrees to pay them certain amounts upon either termination
or retirement of such executive or, in the event of their death, to their
designated beneficiary. Terms vary; however, most payments are monthly and
continue for a period of up to ten years. The amounts to be paid under most of
these agreements are not based upon length of service, but are fixed amounts.
The present value of these payments, discounted at rates varying from 8% to
10%, was capitalized as intangible assets at the date of the acquisition as a
component of the purchase price.

Beginning in 1991, Richmont Marketing also initiated deferred compensation
agreements for certain key employees whereby Richmont Marketing has agreed to
pay them a certain sum monthly for ten years upon the earlier of their
retirement, termination, or death. Compensation expense and interest expense is
accrued ratably over the employee's expected service period such that the
accrual, at the anticipated vesting date, equals the then present value of the
future benefits. These deferred compensation liabilities have been recorded at
their net present value using imputed interest rates ranging from 8% to 10%.

Covenants Not to Compete

Richmont Marketing is obligated to make payments under agreements with
former owners of acquired companies and various other individuals for future
consulting services and covenants not to compete. The costs associated with
such agreements are recognized on a straight-line basis over the period in
which the services are to be rendered, which typically ranges from seven to ten
years.

5. Lease Restructuring

During the second quarter of 1998, Richmont Marketing completed an
assessment of its office facilities requirements in an effort to streamline its
operations and improve its cost structure. In connection with this

F-74
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(Continued)

assessment, management approved a plan to consolidate redundant offices that
had resulted from prior business acquisitions and to vacate the offices.
Richmont Marketing vacated these offices prior to June 30, 1998. The lease
terminations occurred in Dallas, Houston and San Antonio, Texas, as well as in
Charlotte, North Carolina. The employees and related assets were consolidated
into other offices in the same geographic area. Richmont Marketing recorded a
charge of $1.7 million for the rental payments under the respective lease
agreements because the abandoned office space had no substantive future benefit
to Richmont Marketing. At March 31, 1999, the remainder of this reserve for
future payments totals $1.3.

6. Income Taxes

Richmont Marketing utilizes the liability method of accounting for income
taxes whereby deferred taxes are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax reporting
purposes.

Richmont Marketing recorded a deferred tax benefit of $375,861 for the
quarter ended March 31, 1999. Richmont Marketing's income tax provision varies
from the statutory rate primarily because of the non-deductibility of certain
portions of meal and entertainment expenses and officer's life insurance
premiums, the difference in book and tax treatment of intangible assets, state
income taxes imposed by the various states on Richmont Marketing's operations,
and the valuation allowance provided for deferred tax assets which may not be
deductible in the future.

7. Subsequent Events

On April 28, 1999, Richmont Marketing signed a definitive merger agreement
(the "Merger Agreement") with Merkert American Corporation, a Canton,
Massachusetts-based food broker. The merger is expected to create one of the
largest food brokers in the country with operations throughout the United
States.

Under the terms of the Merger Agreement, Richmont Marketing stockholders
will receive approximately 6.7 million shares of Merkert American common stock
in exchange for their shares of common stock of Richmont Marketing. Merkert
American will be the surviving corporation in the merger, and will be treated
as the acquiring entity for accounting purposes.

The merger is subject to customary conditions and approvals and is expected
to be consummated in the third quarter of 1999.

F-75
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Richmont Marketing Specialists Inc.

We have audited the accompanying consolidated balance sheets of Richmont
Marketing Specialists Inc. (the "Company") as of December 31, 1998 and 1997,
and the related consolidated statements of operations, shareholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Richmont
Marketing Specialists Inc. at December 31, 1998 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, 1998, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
February 26, 1999

F-76
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 26,633,832 $ 41,393,614
Accounts receivable, net of allowance for
doubtful accounts of $5,225,079 and $3,161,148
as of December 31, 1998 and 1997,
respectively.................................... 28,295,152 26,193,450
Current portion of notes receivable.............. 110,438 119,689
Deferred taxes................................... 1,932,286 1,702,362
Prepaid expenses and other current assets........ 967,164 949,200
------------ ------------
Total current assets........................... 57,938,872 70,358,315
Other assets....................................... 7,047,070 8,964,954
Property and equipment, net........................ 23,019,089 22,168,367
Intangible assets.................................. 86,756,991 110,037,865
------------ ------------
Total assets................................... $174,762,022 $211,529,501
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:...............................
Accounts payable................................. $ 5,085,651 $ 4,377,949
Accrued expenses................................. 8,980,959 7,309,829
Income taxes payable............................. -- 750,629
Promotional advances............................. 1,566,308 1,695,319
Current portion of long-term obligations......... 9,434,064 10,736,870
------------ ------------
Total current liabilities...................... 25,066,982 24,870,596
Deferred taxes..................................... 10,025,601 10,170,702
Long-term obligations less current portion:........
Notes payable.................................... 119,500,145 124,042,842
Covenants not to compete......................... 10,550,070 10,744,398
Deferred compensation liabilities and payment
agreements...................................... 30,324,378 30,382,121
Capital lease obligations........................ 1,421,609 2,010,013
------------ ------------
Total long-term obligations.................... 161,796,202 167,179,374
Other liabilities.................................. 901,075 --
Commitments and contingencies (Note 7)............. -- --
Redeemable common stock (Note 11).................. -- --
Shareholders' equity (deficit):
Common stock, $.01 stated value:
Authorized shares--10,000,000
Issued and outstanding shares--197,474 as of
December 31, 1998 and 1997...................... 1,975 1,975
Additional paid-in capital....................... 31,305,469 31,305,469
Retained deficit................................. (52,829,915) (20,493,248)
Treasury stock at cost--59,839 shares as of
December 31, 1998 and 1997...................... (1,505,367) (1,505,367)
------------ ------------
Total shareholders' equity (deficit)........... (23,027,838) 9,308,829
------------ ------------
Total liabilities and shareholders' equity..... $174,762,022 $211,529,501
============ ============
</TABLE>

See accompanying notes.

F-77
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1998 1997 1996
------------ ------------ -----------
<S> <C> <C> <C>
Revenue................................ $218,294,383 $155,932,228 $73,447,480
Expenses:
Salaries............................. 117,358,921 90,075,054 42,305,511
Fringe benefits...................... 18,575,818 7,960,622 4,180,124
Automobiles and related expenses..... 18,989,156 14,476,865 6,944,402
Sales and marketing.................. 13,866,026 11,122,139 5,181,416
Lease termination charge............. 1,700,000 -- --
General and administrative........... 31,827,238 22,005,526 10,804,094
Depreciation and amortization........ 32,734,666 14,355,384 5,553,999
------------ ------------ -----------
Total expenses..................... 235,051,825 159,995,590 74,969,546
------------ ------------ -----------
Operating loss......................... (16,757,442) (4,063,362) (1,522,066)
Other income (expense):
Interest expense..................... (17,488,710) (5,408,717) (2,670,656)
Other income......................... 1,835,829 876,201 508,518
------------ ------------ -----------
Loss before income taxes............... (32,410,323) (8,595,878) (3,684,204)
Income tax benefit..................... (73,656) (1,168,861) (551,638)
------------ ------------ -----------
Net loss............................... $(32,336,667) $ (7,427,017) $(3,132,566)
============ ============ ===========
Net loss per share..................... $ (234.95) $ (53.96) $ (34.80)
============ ============ ===========
</TABLE>

See accompanying notes.

F-78
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Common Stock Additional
--------------- Paid-in Retained Treasury
Shares Amount Capital Deficit Stock Total
------- ------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995.................. 141,645 $1,416 $ 599,636 $ (7,933,719) $(1,505,367) $ (8,838,034)
Proceeds from sale of
shares................ 61,311 613 25,705,833 -- -- 25,706,446
Shares repurchased and
canceled.............. (5,482) (54) -- (1,999,946) -- (2,000,000)
Net loss............... -- -- -- (3,132,566) -- (3,132,566)
------- ------ ----------- ------------ ----------- ------------
Balance at December 31,
1996.................. 197,474 1,975 26,305,469 (13,066,231) (1,505,367) 11,735,846
Contribution to capi-
tal................... -- -- 5,000,000 -- -- 5,000,000
Net loss............... -- -- -- (7,427,017) -- (7,427,017)
------- ------ ----------- ------------ ----------- ------------
Balance at December 31,
1997.................. 197,474 1,975 31,305,469 (20,493,248) (1,505,367) 9,308,829
Net loss............... -- -- -- (32,336,667) (32,336,667)
------- ------ ----------- ------------ ----------- ------------
Balance at December 31,
1998.................. 197,474 $1,975 $31,305,469 $(52,829,915) $(1,505,367) $(23,027,838)
======= ====== =========== ============ =========== ============
</TABLE>

See accompanying notes.

F-79
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Operating Activities
Net loss............................... $(32,336,667) $(7,427,017) $(3,132,566)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Provision for losses on accounts
receivable............................ 11,404,800 6,271,190 2,569,294
Compensation expense for stock
appreciation rights................... 223,614 -- --
Compensation expense related to
deferred compensation plans........... 270,768 117,722 117,722
Restructure expense related to lease
obligations........................... 1,700,000 -- --
Amortization of intangible assets...... 27,349,844 10,483,724 3,163,227
Depreciation........................... 5,384,822 3,871,660 2,390,772
Imputed interest expense on deferred
compensation and deferred payment
agreements and covenants not to
compete............................... 1,949,205 2,086,578 1,327,639
Amortization of debt issue costs....... 531,271 -- --
(Gain) loss on disposal of property and
equipment............................. 112,907 (216,980) 105,816
Deferred income taxes.................. (171,394) (1,389,252) (827,249)
Changes in operating assets and
liabilities:
Accounts and notes receivable........ (13,079,969) (9,320,470) (1,327,134)
Prepaid expenses and other current
assets.............................. (36,219) 420,861 (429,510)
Other assets......................... (79,451) (712,627) (921,735)
Accounts payable and accrued
expenses............................ (570,798) (3,533,561) 1,884,878
Income taxes payable................. (871,508) (354,855) (158,288)
Promotional advances................. (129,011) (78,037) (99,843)
------------ ----------- -----------
Net cash provided by operating
activities........................ 1,652,214 218,936 4,663,023
Investing Activities
Purchases of property and equipment.... (6,843,238) (2,784,156) (1,489,485)
Proceeds from sale of equipment........ 2,265,006 840,976 --
Cash paid in purchases of businesses,
net of cash acquired.................. -- (33,919,031) (26,059,659)
------------ ----------- -----------
Net cash used in investing
activities........................ (4,578,232) (35,862,211) (27,549,144)
Financing Activities
Net change in line of credit........... -- (5,195,894) 280,000
Proceeds from debt issuance to
stockholders.......................... -- -- 1,050,000
Principal payments on debt and capital
lease obligations..................... (5,631,368) (8,997,574) (2,265,882)
Proceeds from debt offering, net of
underwriting commission............... -- 97,000,000 --
Payments on covenants not to compete,
and deferred payment agreements....... (5,891,829) (6,131,030) (1,906,938)
Payment of professional fees related to
issuance of senior subordinated
notes................................. (310,567) (2,038,613) --
Issuance of common stock............... -- -- 25,706,446
Cash contribution to capital........... -- 2,400,000 --
------------ ----------- -----------
Net cash provided by (used in)
financing activities.............. (11,833,764) 77,036,889 22,863,626
------------ ----------- -----------
Net increase (decrease) in cash and
cash equivalents...................... (14,759,782) 41,393,614 (22,495)
Cash and cash equivalents at beginning
of period............................. 41,393,614 -- 22,495
------------ ----------- -----------
Cash and cash equivalents at end of
period................................ $ 26,633,832 $41,393,614 $ --
============ =========== ===========
Supplemental Disclosures of Non-Cash
Activities
Conversion of notes payable to
shareholders to equity.............. -- 2,600,000 --
Capital leases entered into during
the period.......................... -- -- 375,583
Issuance of notes payable for
repurchase of common stock.......... -- -- 2,000,000
</TABLE>

See accompanying notes.

F-80
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1998

1. Summary of Significant Accounting Policies

Description of Business

In October 1997, the shareholders of Marketing Specialists Sales Company
("MSSC") exchanged all of their common stock for an equal number of shares of
common stock of Richmont Marketing Specialists Inc. ("Richmont Marketing").
Accordingly, Richmont Marketing became the holding company of MSSC. References
in these Notes to Consolidated Financial Statements to the "Company" refer to
Richmont Marketing and, for any period before October 1997, to MSSC.

Richmont Marketing is one of the largest food brokers in the United States,
with extensive operations covering the west, southwest, and southeast regions
of the country and expanding operations in the midwest. Richmont Marketing
provides a comprehensive array of sales, marketing, merchandising, and order
management services to over 1700 manufacturers, known as principals, of
consumer-packaged goods and markets the products of these principals to leading
retailers and wholesalers, known as customers, operating in a variety of trade
channels, including grocery stores, mass merchandisers, membership warehouses,
drug stores, and convenience stores.

Principles of Consolidation

The consolidated financial statements include the accounts of Richmont
Marketing and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenue is earned from commissions on sales of food products on behalf of
manufacturers and producers ("principals"). Commission revenue is recorded as
income when product shipment has occurred and notification of such shipment is
received from the principals.

Fair Value of Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, trade
payables and short-term debt approximate carrying value at December 31, 1998
due to the short period of time to maturity. Management estimates the fair
value of long-term debt to approximate the carrying value at December 31, 1998
based upon current market interest rates in relation to the imputed interest
rate of each instrument and the relative liquidity of each instrument.

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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Net Loss Per Share

The net loss per share is computed based upon the weighted average number of
shares outstanding of 137,635, 137,635 and 90,006 for the years ended December
31, 1998, 1997 and 1996, respectively. The weighted average number of shares
outstanding for the year ended December 31, 1996 includes the effect of the
61,311 shares issued November 7, 1996.

F-81
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Statement of Cash Flows

Richmont Marketing considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments which potentially subject Richmont Marketing to a
concentration of credit risk principally consist of accounts and notes
receivable. As of December 31, 1998 and 1997, no individual principal
represents a significant concentration of accounts receivable. Richmont
Marketing generally does not require collateral on accounts and notes
receivable as Richmont Marketing's customers are generally large, well-
established companies. Richmont Marketing periodically performs credit
evaluations of its principals and maintains reserves for potential losses. The
established reserves and the credit losses have historically been within
Company estimates. Richmont Marketing wrote off accounts receivable of
approximately $10,698,000, $6,632,000, and $1,072,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are
computed using accelerated methods over the estimated useful lives.

Intangible Assets

Intangible assets include goodwill, covenants not to compete, principal
relationships, and trained workforce. Goodwill represents the excess of the
purchase price over the fair value of net assets of various businesses
acquired. Effective January 1, 1998, Richmont Marketing revised the estimated
useful life of its goodwill related to prior acquisitions from ten to five
years. Acquisitions prior to January 1, 1993 with unamortized goodwill at
January 1, 1998 were written off in the first quarter. The net loss for the
year of 1998 would have decreased by $9.4 million without this change. In
addition, the net loss per share for the year ended December 31, 1998 would
have decreased $68.30 without this change.

Promotional Advances

Promotional advances represent amounts received from principals for the
future promotion of their products. Such amounts are recorded as liabilities
until they are spent on behalf of and under the direction of the principals.

Prior Year Reclassification

Certain prior year balances have been reclassified to conform to current
year presentation.

F-82
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

2. Property and Equipment

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
------------------------ Useful Lives
1998 1997 (Years)
----------- ----------- ------------
<S> <C> <C> <C>
Land................................... $4,152,316 $ 3,789,058 --
Buildings and leasehold improvements... 9,495,972 8,427,954 40
Furniture, fixtures and equipment...... 16,515,027 15,713,850 5-7
Purchased software..................... 2,904,115 -- 3
Assets under capital leases............ 5,481,986 5,481,986 Lease term
----------- -----------
38,549,416 33,412,848
----------- -----------
Less accumulated depreciation and
amortization.......................... (15,530,327) (11,244,481)
----------- -----------
$23,019,089 $22,168,367
=========== ===========
</TABLE>

3. Intangible Assets

Intangible assets consist of the following:

<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1997
----------- ------------
<S> <C> <C>
Goodwill............................................. $66,003,306 $ 63,016,815
Covenants not to compete............................. 30,881,946 30,216,051
Principal relationships.............................. 29,106,749 29,106,749
Trained workforce.................................... 5,251,000 5,251,000
Other................................................ 433,679 433,679
----------- ------------
131,676,680 128,024,294
Less accumulated amortization........................ (44,919,689) (17,986,429)
----------- ------------
$86,756,991 $110,037,865
=========== ============
</TABLE>

Amortization expense related to intangible assets for the years ended
December 31, 1998, 1997 and 1996 was, $27,349,844, $10,483,724 and $3,163,227
respectively.

4. Accrued Expenses

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997
---------- ----------
<S> <C> <C>
Salaries, bonus, taxes and benefits...................... $3,343,593 $4,753,174
Insurance................................................ 1,065,400 969,788
Software maintenance..................................... 1,091,700 --
Tax reserve.............................................. 1,000,000 --
Lease restructure, current portion....................... 723,000 --
Interest................................................. 505,159 375,314
Other.................................................... 1,252,107 1,211,553
---------- ----------
$8,980,959 $7,309,829
========== ==========
</TABLE>

F-83
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. Lines of Credit

On October 14, 1997, Richmont Marketing entered into a bank credit facility.
On December 18, 1997, this facility was amended and restated and further
amended on August 12, 1998 effective June 30, 1998 and on March 5, 1999
effective October 1, 1998 (collectively, the "Credit Agreement"). The Credit
Agreement provides for borrowings not to exceed the lesser of $25,000,000 or a
maximum borrowing base calculated on certain percentages of eligible accounts
receivable. The available borrowings will be reduced for any outstanding
letters of credit. Borrowings under the facility will be used to provide
working capital for Richmont Marketing, to finance certain permitted
acquisitions, and to facilitate other general corporate purposes. Borrowings
under the Credit Agreement bear interest at the prime rate plus a margin of
between 0.00% and 0.75% or the LIBOR rate plus a margin of between 1.00% and
2.50%, based upon defined calculations, at the option of Richmont Marketing.
Richmont Marketing is required to pay commitment fees under the facility at a
rate range from .25% to .5625%, based upon defined calculations. The facility
will mature on October 14, 2002. The facility also places restrictions and
limitations on dividends, redemptions, and repurchases of capital stock,
additional indebtedness, capital expenditures, mergers and asset sales of
Richmont Marketing.

The Credit Agreement requires Richmont Marketing to maintain certain
financial ratios and meet certain indebtedness tests. Amounts outstanding under
this facility are collateralized by substantially all of Richmont Marketing's
assets.

On December 31, 1998, there were no borrowings under the facility; however,
a $1.4 million letter of credit was outstanding. The amount available under the
facility as amended was approximately $12.1 million.

6. Long-Term Obligations

Debt

Debt consists of the following:

<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
------------ ------------
<S> <C> <C>
Senior Subordinated Notes, unsecured, bearing
interest at 10 1/8% payable semi-annually and
principal due December 15, 2007................... $100,000,000 $100,000,000
Unsecured notes payable to other entities, bearing
interest at rates ranging from 5.6% to 12%,
principal and interest payable under various
arrangements over terms ranging from one to
fourteen years.................................... 6,953,790 8,364,915
Unsecured notes payable to related parties, bearing
interest at rates ranging from 7.5% to 8.5%,
principal and interest payable on demand.......... -- 661,310
Unsecured notes payable to former owners of Atlas,
bearing interest at 10%, principal and interest
payable monthly in the amount of $262,500 over
terms ranging from one to five years.............. 11,655,660 12,109,121
Unsecured notes payable to related parties, bearing
interest at rates ranging from 6.5% to 8.5%,
principal and interest payable under various
arrangements over terms ranging from one to ten
years............................................. 5,514,955 8,312,358
------------ ------------
124,124,405 129,447,704
Less current portion............................... (4,624,260) (5,404,862)
------------ ------------
$119,500,145 $124,042,842
============ ============
</TABLE>

F-84
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The combined aggregate maturities of debt at December 31, 1998, are as
follows:

<TABLE>
<S> <C>
1999............................................................ $ 4,624,260
2000............................................................ 4,708,231
2001............................................................ 4,454,929
2002............................................................ 3,994,225
2003............................................................ 1,003,016
Thereafter...................................................... 105,339,744
------------
$124,124,405
============
</TABLE>

Interest on the Notes is payable semiannually on June 15 and December 15 of
each year, commencing June 15, 1998. The principal on the Notes is payable on
December 15, 2007, the maturity date. Except as described below, Richmont
Marketing may not redeem the Notes prior to December 15, 2002. On or after such
date, Richmont Marketing may redeem the Notes, in whole or in part, at the
following redemption prices: 2002--105.063%; 2003--103.375%; 2004--101.688%;
2005 or thereafter--100.000%, together with accrued and unpaid interest, if
any, to the date of redemption. In addition, at any time and from time to time
on or prior to December 15, 2000, Richmont Marketing may, subject to certain
requirements, redeem up to 35% of the original aggregate principal amount of
the Notes with the net cash proceeds of one or more public equity offerings by
Richmont Marketing, at redemption price equal to 110.125% of the principal
amount of the Notes to be redeemed, together with accrued and unpaid interest,
if any, to the date of redemption, provided that at least 65% of the original
aggregate principal amount of the Notes remains outstanding immediately after
each such redemption. The Notes are not subject to any sinking fund
requirement. Upon a change of control, each holder of the Notes will have the
right to require Richmont Marketing to make an offer to repurchase such
holder's Notes at a price equal to 101% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the date of repurchase.

The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of Richmont Marketing. The Notes are
fully and unconditionally guaranteed on an unsecured, senior subordinated basis
by each of Richmont Marketing's principal operating subsidiaries, all of which
are wholly owned. Audited financial statements of the guarantor subsidiaries
have been omitted from these financial statements because the indebtedness is
guaranteed by all direct subsidiaries of the parent which has no operations or
assets separate from its investments in its subsidiaries.

The Notes are also subject to an Exchange and Registration Rights Agreement
whereby Richmont Marketing must file a registration statement with the
Securities and Exchange Commission within 16 months of the original date of
issuance of the Notes. The registered notes must be identical in all material
respects to the Notes, except for transfer restrictions relating to the Notes.

F-85
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Covenants Not to Compete

Future payments under these agreements at December 31, 1998 are as follows:

<TABLE>
<S> <C>
1999............................................................ $ 4,581,568
2000............................................................ 2,509,730
2001............................................................ 2,336,242
2002............................................................ 1,932,052
2003............................................................ 1,721,184
Thereafter...................................................... 2,513,052
-----------
Total payments................................................ 15,593,828
Amount representing interest.................................... (2,486,774)
-----------
13,107,054
Less current portion............................................ (2,556,984)
-----------
$10,550,070
===========
</TABLE>

Deferred Payment and Compensation Plans

In conjunction with acquisitions of other brokerage companies, deferred
payment agreements are generally executed or assumed with the former owners and
certain key employees of the acquired companies. Under these agreements,
Richmont Marketing agrees to pay them certain amounts upon either termination
or retirement of such executive or, in the event of their death, to their
designated beneficiary. Terms vary; however, most payments are monthly and
continue for a period of up to ten years. The amounts to be paid under most of
these agreements are not based upon length of service but are a fixed amount.
The present value of these payments, discounted at rates varying from 8% to
10%, was capitalized as an intangible asset at the date of the acquisition as a
component of the purchase price.

Beginning in 1991, Richmont Marketing also initiated deferred compensation
agreements for certain key employees whereby Richmont Marketing has agreed to
pay them a certain sum monthly for ten years upon the earlier of their
retirement, termination, or death. Compensation and interest expense is accrued
ratably over the employees' expected service period such that the accrual, at
the anticipated vesting date, equals the then present value of the future
benefits. These deferred compensation liabilities have been recorded at their
net present value using inputed interest rates ranging from 8% to 10%. Deferred
compensation expense was $270,768, $117,722 and $117,722 for the years ended
December 31, 1998, 1997 and 1996, respectively.

F-86
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The future aggregate minimum payments for the deferred payment and
compensation agreements at December 31, 1998 are as follows:

<TABLE>
<S> <C>
1999........................................................... $ 3,194,520
2000........................................................... 5,054,968
2001........................................................... 5,269,560
2002........................................................... 5,259,182
2003........................................................... 5,255,270
Thereafter..................................................... 28,477,971
------------
Total payments............................................... 52,511,471
Amount representing interest................................... (20,500,520)
------------
32,010,951
Less current portion........................................... (1,686,573)
------------
$ 30,324,378
============
</TABLE>

Leases

Richmont Marketing leases its office facilities and certain office equipment
under long-term capital and operating lease agreements, which expire in various
years through 2007. Some of Richmont Marketing's leases provide for escalating
minimum rent. Rent expense is recognized on a straight-line basis over the life
of such leases. During the second quarter of 1998, Richmont Marketing completed
an assessment of its office facilities requirements in an effort to streamline
its operations and improve its cost structure. In connection with this
assessment, management approved a plan to consolidate redundant offices that
had resulted from prior business acquisitions and to vacate the offices.
Richmont Marketing vacated these offices prior to June 30, 1998. The lease
terminations occurred in Dallas, Houston and San Antonio, Texas, as well as in
Charlotte, North Carolina. The employees and related assets were consolidated
into other offices in the same geographic area. Richmont Marketing recorded a
charge of $1.7 million for the rental payments under the respective lease
agreements because the abandoned office space had no substantive future benefit
to Richmont Marketing. At December 31, 1998, this reserve for future payments
totals $1.4 million.

The annual future minimum lease payments under all noncancelable capital
leases, including leases for facilities which are no longer in use, at December
31, 1998 are as follows:

<TABLE>
<CAPTION>
Capital
Leases
----------
<S> <C>
1999............................................................. $ 704,208
2000............................................................. 650,878
2001............................................................. 465,497
2002............................................................. 255,995
2003............................................................. 105,396
Thereafter....................................................... 142,169
----------
Total minimum lease payments................................... 2,324,143
Amounts representing interest.................................... (336,287)
----------
Present value of minimum lease payments.......................... 1,987,856
Less current portion............................................. (566,247)
----------
$1,421,609
==========
</TABLE>

F-87
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The annual future minimum lease payments under all noncancelable operating
leases, including leases for facilities no longer in use, at December 31, 1998
are as follows:

<TABLE>
<CAPTION>
Related
Parties Others Total
---------- ----------- -----------
<S> <C> <C> <C>
1999...................................... $1,082,940 $ 5,832,248 $ 6,915,188
2000...................................... 1,082,940 4,431,145 5,514,085
2001...................................... 883,388 3,621,560 4,504,948
2002...................................... 771,054 2,588,457 3,359,511
2003...................................... 269,993 1,587,918 1,857,911
Thereafter................................ 192,000 1,504,996 1,696,996
---------- ----------- -----------
Total................................... $4,282,315 $19,566,324 $23,848,639
========== =========== ===========
</TABLE>

Included under property and equipment are amounts that have been capitalized
of $5,481,986 with accumulated amortization of $3,918,702 and $3,316,692 in
1998 and 1997, respectively. Amortization of leased assets is included in
depreciation expense.

Rent expense for the years ended December 31, 1998, 1997 and 1996 was
$8,732,996, $6,223,182 and $2,636,246, respectively, of which $686,284,
$763,020 and $743,340, respectively, was paid to related parties. Payments
under capital lease obligations to related parties was $353,400, $346,895 and
$346,895 for the years ended December 31, 1998, 1997 and 1996, respectively.

Richmont Marketing paid interest of approximately $14,243,142, $1,510,646,
$811,506, in 1998, 1997 and 1996, respectively.

7. Income Taxes

Significant components of the (benefit) for income taxes are as follows:

<TABLE>
<CAPTION>
December 31,
---------------------------------
1998 1997 1996
--------- ----------- ---------
<S> <C> <C> <C>
Current:
Federal................................ $ -- $ 177,828 $ 372,665
State.................................. 97,738 42,563 (97,054)
--------- ----------- ---------
97,738 220,391 275,611
Deferred:
Federal................................ (32,700) (1,170,631) (651,590)
State.................................. (138,694) (218,621) (175,659)
--------- ----------- ---------
(171,394) (1,389,252) (827,249)
--------- ----------- ---------
Total tax expense (benefit).......... $ (73,656) $(1,168,861) $(551,638)
========= =========== =========
</TABLE>

F-88
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Richmont Marketing's provision (benefit) for income taxes reconciles to the
amount computed by applying the federal statutory income tax rate to income
before income taxes as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Benefit at U.S. statutory rates.... $(11,019,509) $(2,922,599) $(1,252,629)
State income tax, net of federal
tax benefit....................... (75,213) (116,198) (179,991)
Nondeductible amortization of in-
tangibles......................... 2,982,376 777,293 246,111
Nondeductible amortization of ex-
penses............................ 451,338 358,873 221,627
Cancellation of indebtedness in-
come.............................. -- 680,000 --
Change in valuation allowance on
deferred tax assets............... 7,587,352 492,957
Other.............................. -- 53,770 (79,713)
------------ ----------- -----------
Income tax expense (benefit)....... $ (73,656) $(1,168,861) $ (551,638)
============ =========== ===========
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax reporting purposes. Significant
components of Richmont Marketing's deferred tax liabilities and assets are as
follows:

<TABLE>
<CAPTION>
December 31,
--------------------------------------
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Deferred tax liabilities:
Identified intangibles........... $8,278,681 $ 9,949,858 $ 6,544,033
Book over tax depreciation....... -- -- 631,100
Revenue and expense recognition.. -- 515,367 --
Other............................ 1,746,920 1,733,367 --
------------ ----------- -----------
Total deferred tax
liabilities................... 10,025,601 12,198,592 7,175,133
Deferred tax assets:
Net operating loss............... 549,359 -- --
Deferred compensation
agreements...................... 1,714,657 2,148,016 1,047,049
Allowance for doubtful accounts.. 2,619,927 788,269 756,516
Book over tax depreciation....... 411,956 290,227 --
Intangible assets................ 6,346,473 2,779,991 2,790,184
Self insurance reserve........... 1,319,189 392,672 191,101
Deferred state taxes............. -- 114,461 84,981
Other............................ 100,259 758,798 222,878
------------ ----------- -----------
13,061,820 7,272,434 5,092,709
Valuation allowance for deferred
tax assets........................ (11,129,534) (3,542,182) (3,542,182)
------------ ----------- -----------
Total deferred tax assets, net
of valuation allowance........ 1,932,286 3,730,252 1,550,527
------------ ----------- -----------
Net deferred tax (liability)....... $ (8,093,315) $(8,468,340) $(5,624,606)
============ =========== ===========
</TABLE>

The valuation allowance for deferred tax assets was not changed during 1997
and was increased by $7,587,352, and $492,957 during 1998 and 1996,
respectively. Richmont Marketing paid income taxes of $752,286, $586,782 and
$658,668 during 1998, 1997 and 1996, respectively.

At December 31, 1998, Richmont Marketing had $1,615,761 of net operating
loss carryforwards available to offset future taxable income for years 1999
through 2018.

F-89
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. Commitments and Contingencies

The Internal Revenue Service ("IRS") has asserted deficiencies in federal
corporate income taxes for Atlas for tax years 1993 through 1995. The proposed
adjustments relate to the deductibility of certain compensation and benefit
expenses, and may result in additional federal and state tax liabilities as of
December 31, 1998. Under the purchase agreement with Atlas, Richmont
Marketing's exposure for contingent obligations, including the matter discussed
herein, is limited to $1,000,000. As a result, as of December 31, 1998,
Richmont Marketing has recorded a reserve of $1,000,000 to cover potential IRS
claims associated with this matter with a corresponding increase to goodwill
related to the Atlas acquisition.

Richmont Marketing has guaranteed approximately $1,000,000 of long-term
obligations related to a building it currently occupies that is leased from a
previous owner of an acquired company.

Richmont Marketing is subject to certain claims arising in the normal course
of business. In management's opinion, any such contingencies would not
materially affect Richmont Marketing's consolidated financial position or
consolidated operating results.

9. Benefit Plans

401(k) Savings Plan

Richmont Marketing sponsors a 401(k) savings plan for all employees who have
been employed by Richmont Marketing at least one year. Richmont Marketing
matches employee contributions up to 3% of the employee's salary. Richmont
Marketing made contributions totaling $2,015,903, $1,248,398 and $571,265 in
1998, 1997 and 1996, respectively.

Incentive Plan

In 1998, Richmont Marketing adopted an incentive plan ("Incentive Plan"),
which allows the granting of senior management appreciation rights ("SMARTs")
to employees of Richmont Marketing. Total SMARTs authorized for awards are
20,566 and 9,520 were granted and outstanding as of December 31, 1998.

The SMARTs are exercisable in 20% annual increments for five consecutive
years commencing on the fifth anniversary of the Grant Date, as defined under
the Incentive Plan. If the recipient's employment with Richmont Marketing
terminates for any reason prior to 100% vesting, all potential value of the
SMARTs are forfeited. Any SMARTs that remain unexercised in the fifth year
following full vesting will be paid to the holder in five equal annual
installments. Richmont Marketing has the right to defer the exercisability of
the SMARTs if payment on exercised amounts would cause a conflict with or a
violation of any agreement or instrument to which Richmont Marketing is a
party. The value of each SMARTs unit will fluctuate in accordance with the
value of Richmont Marketing's equity, which will be determined annually. Future
increases and decreases in the appraised value of Richmont Marketing will
result in recognition of an increase or decrease in compensation expense.

Upon termination of employment of any holder of SMARTs, the SMARTs that have
been vested will be exchanged for the right to receive deferred compensation
pursuant to a SMART Deferred Compensation Agreement. The amount of deferred
compensation payable pursuant to such agreements will depend on the date of
such termination, the reasons therefore, as well as Richmont Marketing's
financial performance.

The SMARTs and Deferred Compensation Agreements represent unfunded and
unsecured obligations of Richmont Marketing. Outstanding amounts under the
SMARTs and Deferred Compensation Agreements are due in full upon certain
provisions of the respective agreements, including a change in control.

F-90
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Non-cash compensation expense of $223,614 was recognized by Richmont
Marketing for the year ended December 31, 1998 relating to the granting of
SMARTs and is included in long term obligations.

10. Acquisitions

On October 31, 1996, Richmont Marketing purchased all of the issued and
outstanding stock of Bromar, Inc., a California based food broker corporation,
in exchange for $26,005,000 cash paid at closing. Richmont Marketing received
the following assets and liabilities from Bromar, Inc in the acquisition: $9.5
million of accounts receivable, $6.2 million of intangible assets, $11.6
million of fixed assets, $2.9 million of other assets, $4.1 million of accounts
payable, and $16.5 million of assumed debt. The purchase price was allocated
based on estimated fair values at the date of acquisition.

On January 1, 1997, Richmont Marketing acquired substantially all of the
assets and liabilities of Westexico Sales Co., Inc., a Texas-based food broker
corporation, in exchange for a 6.31% note payable totaling $2,000,000 with a
present value of $1,606,198.

On March 1, 1997, Richmont Marketing purchased all of the issued and
outstanding stock of Gene Sanford & Associates, Inc., an Arizona-based food
broker corporation, in exchange for $80,000 cash, two 6.2% notes payable
totaling $143,987, and covenants not to compete with certain key employees
totaling $2,604,000.

On May 31, 1997, Richmont Marketing purchased all of the issued and
outstanding stock of Tower Marketing, Inc., a Texas-based food broker
corporation, in exchange for 9.5% notes payable to Tower shareholders with a
present value of $3,258,285 and covenants not to compete with certain key
employees with a present value of approximately $11,110,000. In addition,
liabilities of $10,605,000 were assumed in the acquisition. Of the total
purchase price, for financial reporting purposes, approximately $8,170,000 has
been allocated to principal relationships, $4,880,000 to covenants not to
compete, $1,020,000 to trained workforce, $5,093,000 to assets, $3,615,000 to
current liabilities, and $6,990,000 to long-term obligations, with the
remaining amount allocated to goodwill. The purchase price was allocated based
on estimated fair values at the date of acquisition. Obligations related to the
covenants not to compete were initially recorded based on preliminary estimates
of amounts due to key employees and officers. During the first quarter of 1998,
the estimated liabilities were increased by approximately $2.0 million to
reflect the final estimate of the liabilities associated with the covenants not
to compete based on more complete information.

On July 1, 1997, Richmont Marketing acquired substantially all of the
principal contracts, agreements, and commitments of Pioneer Food Sales, Inc., a
Washington-based food broker corporation, in exchange for a note payable
totaling $340,000 with a present value of $250,749 (9.5% interest rate imputed)
and covenants not to compete with certain key employees with a present value of
$376,123.

On July 1, 1997, Richmont Marketing acquired substantially all of the assets
and liabilities of L'Amoreaux & Associates, a California-based food broker
corporation, in exchange for various notes payable totaling $1,865,000 with a
present value of $1,250,494 (9.5% interest rate imputed) and covenants not to
compete with certain key employees with a present value of $402,304.

On December 31, 1997, Richmont Marketing purchased all of the issued and
outstanding stock of Atlas, a North Carolina-based food broker corporation, for
total consideration of approximately $45,700,000, which includes approximately
$19,800,000 in cash, $12,100,000 in promissory notes to be issued to certain
Atlas stockholders, and $13,800,000 to repay substantially all of the
indebtedness of Atlas. In addition, liabilities of $6,373,000 were assumed in
the acquisition. Of the total purchase price, for financial reporting purposes,
approximately $10,750,000 has been allocated to principal relationships,
$6,490,000 to covenants not to compete, $2,460,000 to trained workforce,
$19,899,000 to assets, $6,228,000 to current liabilities, and

F-91
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

$1,700,000 to long-term obligations, with the remaining amount allocated to
goodwill. The purchase price was allocated based on estimated fair values.

All of the acquisitions were accounted for under the purchase method. The
operating results of the acquired companies have been included in the
consolidated results of operations since the date of acquisition.

The following represents the unaudited pro forma results of operations of
Richmont Marketing as if the acquisitions of Bromar, Tower and Atlas had
occurred on January 1, 1996 after giving effect to certain adjustments,
including interest expense directly associated with the acquisitions and the
proceeds of the Senior Subordinated Notes and amortization of intangibles:

<TABLE>
<CAPTION>
1998 1997
------------ ------------
(In thousands except per
share data)
<S> <C> <C>
Revenue.......................................... $ 216,068 $ 211,022
Net loss......................................... $ (27,878) $ (26,463)
Loss per share................................... $ (202.55) $ (294.01)
</TABLE>

The above pro forma information assumes goodwill would be amortized over 10
years. As discussed previously in Note 1, effective January 1, 1998, Richmont
Marketing revised the estimated useful life of its goodwill from 10 to 5 years.
The net loss for 1997 and 1996 would be $(30,781,000) and $(31,067,000),
respectively if goodwill was amortized over 5 years or a loss per share of
$(223.64) and $(345.17), respectively.

Pro forma results presented are not necessarily indicative of what actually
would have occurred if the acquisitions had been consummated on January 1,
1996.

11. Shareholders' Equity

During 1996, a series of transactions occurred through which an investor
acquired 82,581 shares of Richmont Marketing's common stock (21,270 shares from
existing shareholders (Minority Shareholders) in April and 61,311 newly issued
shares in November) and Richmont Marketing became a majority-owned subsidiary
of this privately held company. Net proceeds to Richmont Marketing were
$25,706,446. In connection with the November transaction, the Minority
Shareholders sold back to Richmont Marketing 5,482 shares of its common stock
for $2,000,000 in notes payable. These shares were then canceled by Richmont
Marketing. As a result of these transactions, the new investor has 60%
ownership and the Minority Shareholders have 40% ownership of Richmont
Marketing.

On October 7, 1997, the majority shareholder, the Minority Shareholders and
Richmont Marketing entered into an agreement (Shareholders Agreement) which
provides for the buyback of the Minority Shareholders' shares under various
circumstances. If, prior to the termination of the Shareholders Agreement, any
Minority Shareholder desires to sell any of his shares to an independent third
party, such selling Minority Shareholder must offer those shares on the same
terms and conditions: first, to the majority shareholder; second, to Richmont
Marketing; and finally, to the other Minority Shareholders before completing
the sale to the third party.

During the first 15 days of each fiscal quarter of Richmont Marketing
occurring after December 31, 2000, but prior to December 31, 2003, each of the
Minority Shareholders who is not an employee at such time shall have the option
to sell to Richmont Marketing, and Richmont Marketing shall have the obligation
to purchase, his shares for cash, promissory notes, or a combination of both,
at a per share price based on a negotiated

F-92
<PAGE>

RICHMONT MARKETING SPECIALISTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

multiple (reflecting prevailing market and industry conditions) of earnings
before interest, taxes, depreciation, amortization and extraordinary, non-
recurring and discretionary expenses (EBITDA), less funded debt. Based on
Richmont Marketing's interpretation of the Shareholder's Agreement, the amount
of this obligation, if any, is not significant. As of December 31, 1998,
Minority Shareholders owning an aggregate of 16.7% of Richmont Marketing's
common stock were no longer employed by Richmont Marketing.

Further, in the event of death or disability of a Minority Shareholder, a
representative of the deceased or disabled Minority Shareholder can, at any
time during the first 15 days of the second full fiscal quarter occurring after
the death or disability, require Richmont Marketing to purchase the shares at
the formula price described in the preceding paragraph.

In addition, Richmont Marketing shall have the option to repurchase the
shares of a Minority Shareholder in the event of the termination for cause,
divorce, bankruptcy, disability or death of such Minority Shareholder, at a
5.25 multiple of EBITDA less funded debt. In the event any Minority Shareholder
voluntarily ceases employment with Richmont Marketing, the Minority Shareholder
shall retain certain rights as set forth in the Shareholders Agreement,
including the right to sell his shares under the terms of the Shareholders
Agreement.

Notwithstanding the provisions described above, the Shareholders Agreement
will automatically terminate on the earliest to occur of: (1) the effective
date of an initial public offering of Richmont Marketing's capital stock, (2) a
merger or consolidation in which a change of control occurs, (3) a sale of
substantially all of Richmont Marketing's assets or capital stock, (4) the
mutual consent of the parties or (5) April 2, 2021.

F-93
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Atlas Marketing Company, Inc. and Subsidiaries

We have audited the accompanying consolidated statements of operations and
cash flows of Atlas Marketing Company, Inc. and Subsidiaries for the years
ended December 31, 1997 and 1996. These financial statements are the
responsibility of Richmont Marketing's 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 results of operations and cash flows
of Atlas Marketing Company, Inc. and Subsidiaries for the years ended December
31, 1997 and 1996 in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Charlotte, North Carolina
March 25, 1998

F-94
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Revenue............................................. $ 46,971,606 $49,647,608
Expenses:
Salaries.......................................... 31,746,998 28,964,531
Fringe benefits................................... 1,095,806 1,091,517
Automobile and related expenses................... 2,517,489 1,618,823
Sales and marketing............................... 3,159,831 2,506,793
General and administrative........................ 6,453,640 5,451,216
Depreciation...................................... 1,760,625 2,227,335
Amortization...................................... 999,450 1,108,171
Bonus compensation................................ 1,568,308 4,372,714
------------ -----------
Total expenses.................................. 49,302,147 47,341,100
------------ -----------
Operating income (loss)............................. (2,330,541) 2,306,508
Other income (expense):
Interest expense.................................. (1,008,364) (1,122,325)
Other income...................................... (465,572) 157,228
------------ -----------
Income (loss) before taxes.......................... (3,804,477) 1,341,411
Income tax expense (benefit)........................ (1,005,000) 1,460,100
------------ -----------
Net (loss).......................................... $(2,799,477) $ (118,689)
============ ===========
</TABLE>

See accompanying notes.

F-95
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Operating activities
Net income (loss)................................... $(2,799,477) $ (118,689)
Adjustments to reconcile net income (loss) to net
cash
provided by operating activities:
Equity in income of affiliate..................... (3,947) (16,075)
Depreciation...................................... 1,760,625 2,227,335
Amortization...................................... 999,450 1,108,171
Deferred taxes.................................... (1,116,000) (98,800)
Stock bonuses..................................... 378,125 1,191,663
Allowance for doubtful accounts................... 600,000 --
Gain on sale of property and equipment............ (89,478) (106,542)
Changes in assets and liabilities:
Accounts receivable.............................. 300,410 (293,872)
Other current assets............................. 371,291 (19,734)
Due to employees................................. 267,223 --
Accounts payable................................. 463,497 258,920
Accrued expenses................................. 363,572 1,268,520
Income taxes payable............................. (733,310) 526,459
Market development funds payable................. 41,704 11,958
------------ -----------
Cash provided by operating activities............... 803,685 5,939,314
Investing activities
Proceeds from sale of property and equipment...... 616,495 462,658
Purchase of property and equipment................ (620,830) (2,117,630)
Cash paid in business acquisitions................ -- (31,027)
Cash paid for non-compete agreement............... (20,000) --
Cash paid for investment in affiliate............. (375,000) (90,000)
------------ -----------
Cash used by investing activities................... (399,335) (1,775,999)
Financing activities
Payments on notes payable.......................... (618,022) (760,853)
Principal payments on long-term borrowings......... (14,832,228) (3,123,737)
Proceeds from borrowings from MSSC................. 16,043,658 --
Purchase and retirement of common stock............ -- (271,684)
------------ -----------
Cash provided by (used in) financing activities..... 593,408 (4,156,274)
------------ -----------
Net increase (decrease) in cash..................... 997,758 7,041
Cash at beginning of period......................... 53,333 46,292
------------ -----------
Cash at end of period............................... $ 1,051,091 $ 53,333
============ ===========
</TABLE>

See accompanying notes.

F-96
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997

Merger Agreement

Atlas Marketing was acquired by Marketing Specialists Sales Company ("MSSC")
on December 19, 1997 for approximately $45.7 million. The accompanying
consolidated financial statements reflect operations through December 31, 1997
and do not reflect the effects of purchase accounting pursuant to Accounting
Principles Board Opinion No. 16, "Accounting for Business Combinations"
("APB16") as a result of the acquisition by MSSC.

1. Summary of Significant Accounting Policies

Description of the Business

Atlas Marketing Company, Inc. (the "Company") provides food brokerage
services to various principals in the food supply industry through its
operating offices in North Carolina, South Carolina, Georgia, Virginia and West
Virginia, with representatives in North Carolina, South Carolina, Virginia,
West Virginia, Maryland, Delaware, Tennessee, Florida, Louisiana, Alabama,
Texas, Oklahoma, Kentucky, Ohio and Pennsylvania.

Basis of Consolidation

The consolidated financial statements include the accounts of Atlas
Marketing and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

Atlas Marketing had a 50% ownership investment in Meatmaster Brokerage,
Inc., which was accounted for under the equity method up through December 19,
1997 at which point Atlas Marketing acquired the remaining interest.

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 the
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.

Revenue Recognition

Revenue is earned from commissions or sales of products on behalf of
manufactures and producers (principals). Commission revenue is recognized as
income when product shipment has occurred and/or notification of such shipment
is received from the principal.

Concentration of Credit Risk

Financial instruments which potentially subject Atlas Marketing to a
concentration of credit risk principally consist of accounts and notes
receivable. As of December 31, 1997 and 1996 and no individual principal
represents a significant concentration of accounts receivable. Atlas Marketing
generally does not require collateral on accounts and notes receivable as Atlas
Marketing's customers are generally large, well established companies within
the food supply industry. Atlas Marketing periodically performs credit
evaluations of its principals and maintains reserves for potential losses.

F-97
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Property and Equipment

Depreciation on property and equipment is provided using accelerated methods
over the following estimated useful lives:

<TABLE>
<S> <C>
Building.......................................................... 19 years
Leasehold improvements............................................ 5 years
Equipment......................................................... 5 -7 years
Data processing equipment......................................... 5 years
Furniture and fixtures............................................ 5 -7 years
Vehicles.......................................................... 5 years
</TABLE>

Intangible Assets

Intangible assets include goodwill, principal lists and covenants not to
compete. Goodwill and principal lists represent the excess of the purchase
price over the value of net tangible assets of various businesses acquired.
These amounts are being amortized over a period of ten years based on the
straight-line method. Covenants not to compete are recorded at the net present
value of the payments to be made under the agreements and are being amortized
over the term of the related agreement, generally three to five years. The
carrying values of intangibles are reviewed if the facts and circumstances
indicate impairment of their carrying value. Any impairment in the carrying
value of such intangibles is recorded when identified.

Marketing Development Funds Payable

Marketing development funds payable represent amounts received from
principals for the future promotion/marketing of their products. Such amounts
are recorded as liabilities until they are spent on behalf and/or under the
direction of the principals.

Income Taxes

Atlas Marketing utilizes the liability method of accounting for income taxes
whereby deferred taxes are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates.

Stock Based Compensation

Atlas Marketing accounts for stock options in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25"). Under APB 25, no compensation expense is recognized for stock or
stock options issued at fair value. For stock options granted at exercise
prices below the estimated fair value, Atlas Marketing records compensation
expense over the vesting period for the difference between the exercise price
of the share and the estimated fair value. Compensation expense is recognized
upon grant if the options vest immediately.

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation" (SFAS 123). SFAS 123 provides for a fair value based method
of accounting for employee stock options and similar equity instruments.
However, for companies that elect to continue to account for stock based
compensation arrangements under APB 25, SFAS 123 requires disclosure of the pro
forma effect on net income as if the fair value based method proscribed by SFAS
123 had been applied. Atlas Marketing continued to account for stock based
compensation arrangements under APB No. 25. The SFAS 123 pro forma net income
would not be materially different from the reported net loss.

F-98
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The options outstanding at December 31, 1997 were issued in July 1993.
Therefore the disclosure requirements of SFAS 123 are not applicable.

2. Intangible Assets

Amortization expense charged against income was $999,450 and $1,108,171 for
1997 and 1996, respectively.

3. Employee Stock Ownership Plan

Atlas Marketing maintains the Atlas Marketing Company, Inc. Employee Stock
Ownership Plan covering all full-time employees with one year of service.
Contributions are determined at the discretion of the Board of Directors. No
contributions were made or accrued for in 1996 or 1997. The plan was terminated
effective January 1, 1998 in connection with the purchase of Atlas Marketing by
MSSC.

4. Employee Benefit Plans

During 1995, Atlas Marketing established the Atlas Marketing Company, Inc.
Employees 401(k) Plan and Trust covering all full-time employees with one year
of service. Employer matching contributions are determined annually, in
advance, at the discretion of the Board of Directors. For 1997 and 1996, the
Board of Directors determined that employee contributions would be matched on a
dollar for dollar basis up to a maximum of 6% of eligible compensation. Atlas
Marketing recorded $1,088,566 and $1,066,484 of benefit plan expense in 1997
and 1996, respectively.

Atlas Marketing also maintains the Atlas Marketing Company, Inc. Employee
Benefit Plan and Trust, a self-insured medical benefits plan covering all full-
time employees, with optional coverages available for part-time personnel.
Atlas Marketing contributes an amount necessary to meet plan expenses, net of
employee contributions for optional benefits. Atlas Marketing medical benefit
plan contributions, included in general and administrative expenses, was
$2,323,647 and $1,848,216 for 1997 and 1996, respectively.

5. Income Taxes

Significant components of the provision (benefit) for income taxes are as
follows:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Current:
Federal......................................... $ 96,000 $ 1,274,700
State........................................... 15,000 284,200
------------ -----------
111,000 1,558,900
Deferred:
Federal......................................... (973,000) (86,100)
State........................................... (143,000) (12,700)
------------ -----------
(1,116,000) (98,800)
------------ -----------
Total tax expense (benefit)................... $(1,005,000) $ 1,460,100
============ ===========
</TABLE>

F-99
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Federal and state income tax expense as a percentage of income before income
taxes was different than the statutory income tax rates for both years. The
reasons for the differences between the actual tax expense and the "expected"
tax expense for those years (computed by applying the federal corporate rate of
34%) are as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Computed "expected" tax expense................... $ (1,293,500) $ 456,100
State income taxes, net of federal benefit........ (133,000) 175,700
Amortization of intangibles....................... 229,500 223,200
Non-deductible expenses........................... 192,000 605,100
------------ -----------
$ (1,005,000) $ 1,460,100
============ ===========
</TABLE>

Atlas Marketing has received notices from the Internal Revenue Service (IRS)
asserting deficiencies in federal corporate income taxes for Atlas Marketing's
taxable years 1993 through 1995. The proposed adjustments, relating to the
deductibility of certain compensation and benefit expenses, may result in
additional federal and state tax liabilities as of December 31, 1997 of
approximately $5.8 million plus interest. Atlas Marketing has analyzed these
matters with tax counsel and believes that it has meritorious defenses and has
filed a response protesting the proposed adjustments. No amount has been
recorded in the financial statements relating to adjustments proposed by the
IRS.

6. Related-Party Transactions

In 1996, Atlas Marketing issued 240,740 shares to officers and directors for
payment of compensation which had a value of $2.5 million. Atlas Marketing
repurchased and retired 18,106 shares from officers and directors in 1996 at a
cost of $187,000.

Following is a summary of related-party balances at December 31, 1997 and
1996:

<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Receivables from officers and directors.............. $ 1,792 $ 5,739
=========== ==========
Due to MSSC.......................................... $16,330,583 --
Accrued compensation payable to officers............. -- 1,784,070
Notes due to officers................................ -- 400,000
----------- ----------
$16,330,583 $2,184,070
=========== ==========
</TABLE>

Additionally, Atlas Marketing has entered into several lease agreements for
office facilities in which individuals who were officers and directors in 1997
and 1996 (prior to the purchase of Atlas Marketing by MSSC) have an ownership
interest. Lease payments made to these individuals in 1997 and 1996 totaled
$123,812 and $158,027, respectively.

F-100
<PAGE>

ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Leases

Atlas Marketing has entered into various operating lease agreements
primarily for the lease of vehicles, office and warehouse space. Annual future
minimum lease payments required by noncancelable lease agreements at December
31, 1997 are as follows:

<TABLE>
<CAPTION>
Related
Parties Others Total
---------- ---------- ----------
<S> <C> <C> <C>
1998........................................ $ 367,648 $ 828,455 $1,196,103
1999........................................ 431,004 395,679 826,683
2000........................................ 431,004 95,946 526,950
2001........................................ 431,004 -- 431,004
2002........................................ 365,754 -- 365,754
Thereafter.................................. 114,668 -- 114,668
---------- ---------- ----------
$2,141,082 $1,320,080 $3,461,162
========== ========== ==========
</TABLE>

Rent expense under noncancellable lease agreements was $680,728 and $586,624
for 1997 and 1996, respectively.

Atlas Marketing has subleased certain office and warehouse facilities. The
total minimum rentals to be received under the sublease is $29,360 in 1998.

8. Contingencies

Atlas Marketing is subject to legal actions from time to time which have
arisen in the ordinary course of business. Atlas Marketing intends to
vigorously contest all such claims and, in the opinion of management, the
resolution of such claims will not materially affect the financial position of
Atlas Marketing.

9. Supplemental Cash Flow Disclosures

Supplemental disclosures of cash flow information is provided below:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash paid during the year for:
Interest......................................... $1,118,328 $ 1,115,281
Income taxes..................................... 838,356 1,065,299
Noncash investing and financing activities:
Business acquisition through issuance of notes
payable......................................... -- 503,951
Purchase of stock through issuance of notes
payable......................................... 881,358 239,147
Business acquisition through increase in due to
MSSC............................................ 286,925 --
Issuance of stock through receipt of notes....... 325,000 --
Covenant not to compete through issuance of note
payable......................................... 188,940 --
</TABLE>

F-101
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Bromar, Inc. and Subsidiaries

We have audited the accompanying consolidated statement of income and cash
flows of Bromar Inc. and Subsidiaries for the ten months ended October 31,
1996. These financial statements are the responsibility of Bromar's management.
Our responsibility is to express an opinion on these financial statements 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 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 audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows
of Bromar Inc. and Subsidiaries for the ten months ended October 31, 1996, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Irvine, California
March 7, 1997

F-102
<PAGE>

BROMAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
Ten Months
Ended
October 31, 1996
----------------
<S> <C>
Total revenue.................................................. $56,048,862
Expenses:
Operating expenses:............................................
Salaries..................................................... 30,364,770
Fringe benefits.............................................. 5,138,957
Automobiles and related expenses............................. 4,846,270
General and administrative................................... 6,163,433
Occupancy and related expenses............................... 3,002,364
Sales and marketing.......................................... 2,481,575
Depreciation and amortization................................ 2,371,262
Interest expense............................................. 700,030
Bonus to employees........................................... 346,000
-----------
Total operating expenses................................... 55,414,661
-----------
Income before income taxes................................... 634,201
Income taxes................................................. 407,000
-----------
Net income................................................... $ 227,201
===========
</TABLE>

See accompanying notes.

F-103
<PAGE>

BROMAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Ten Months
Ended
October 31, 1996
----------------
<S> <C>
Operating activities
Net income.................................................. $ 227,201
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 2,371,262
Gain on disposal of property and equipment................ (431,107)
Provision for doubtful accounts........................... 40,000
Deferred income taxes..................................... (90,438)
changes in operating assets and liabilities:
Accounts and notes receivable............................. (141,497)
Prepaid expenses and other current assets................. (312,093)
Accounts payable and accrued liabilities.................. (652,725)
Other assets.............................................. 92,525
-----------
Net cash provided by operating activities..................... 1,103,128
Investing activities
Purchases of property and equipment......................... (1,174,436)
Proceeds from sale of equipment............................. 1,019,844
Payments on purchase agreements............................. (1,265,657)
-----------
Net cash used in investing activities......................... (1,420,249)
Financing activities
Net change in line of credit................................ 1,762,410
Proceeds from long-term debt................................ 422,243
principal payments on long-term debt and capital lease
obligations................................................ (1,312,045)
principal payments on retirement agreements................. (55,028)
Repurchase of common stock.................................. (630,001)
Repayments on notes for common stock........................ 132,754
-----------
Net cash provided by financing activities..................... 320,333
-----------
Increase in cash and cash equivalents......................... 3,212
Cash and cash equivalents at beginning of period.............. 26,480
-----------
Cash and cash equivalents at end of period.................... $ 29,692
===========
</TABLE>

See accompanying notes.

F-104
<PAGE>

BROMAR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1996

Merger Agreement

Shareholders of record at October 15, 1996 of Bromar entered into a merger
agreement effective October 31, 1996 with MSSC California, Inc. (MSSC), a
wholly owned subsidiary of Marketing Specialists Sales Company. Upon
consummation of the respective parties' obligations in accordance with terms of
the agreement, 529,879 shares of common stock outstanding at October 31, 1996
will be converted into the right to receive an aggregate amount of $26,005,000
in cash whereupon Bromar will become a wholly owned subsidiary of Marketing
Specialists. As a result of this merger, Bromar's operations will be
consolidated with those of Marketing Specialists in future periods.

1. Summary of Significant Accounting Policies

Business Description

Bromar Inc. (the "Company") is a broker and wholesaler of food and related
products to grocery retailers and food service outlets primarily in the western
United States. Bromar's wholly owned subsidiaries include Brokerage Services,
Inc., a food brokerage, and Service Assets Corporation, which leases vehicles
to Bromar.

Basis of Presentation

The consolidated financial statements include the accounts of Bromar and its
wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

The preparation of Bromar's 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
revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition

Substantially all of Bromar's revenue is in the form of commissions earned
from the food manufacturers and processors that it represents. Commissions are
recognized as revenue when an order is placed with the manufacturers and
processors as the earning process is substantially complete and the order is
filled shortly thereafter by the manufacturer with no additional effort
required on the part of Bromar.

Property and Equipment

Depreciation and amortization are computed using the straight-line method
over the assets' useful lives, which range from three to forty years, or over
the term of the lease, whichever is shorter.

Goodwill

Goodwill represents the excess of the purchase price over the value of net
tangible assets of various businesses acquired. Goodwill is amortized on the
straight-line method over a period of five to ten years. Amortization expense
for goodwill was approximately $176,000 for the ten months ended October 31,
1996.

Statements of Cash Flows

Bromar considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

F-105
<PAGE>

BROMAR, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

During the ten months ended October 31, 1996 Bromar purchased four brokerage
companies for an aggregate purchase price of $2,722,500. These purchases were
financed by Bromar and, accordingly, represent noncash transactions.

2. Property and Equipment

Depreciation and amortization expense related to property and equipment was
$1,128,672 for the ten months ended October 31, 1996. Amortization of assets
purchased under capitalized lease agreements was included in depreciation and
amortization expense.

3. Financing Arrangements

Long-Term Debt

Bromar paid interest of approximately $700,000 for the ten months ended
October 31, 1996.

4. Income Taxes

Bromar utilizes the liability method of accounting for income taxes. Under
the liability method, deferred taxes are determined based on the difference
between the financial statement and tax basis of assets and liabilities using
enacted tax rates.

Significant components of the provision (benefit) for income taxes are as
follows:

<TABLE>
<CAPTION>
Ten Months
Ended
October 31, 1996
----------------
<S> <C>
Current:
Federal................................................... $411,000
State..................................................... 87,000
--------
498,000
Deferred:
Federal................................................... (86,000)
State..................................................... (5,000)
--------
(91,000)
--------
$407,000
========
</TABLE>

Bromar's income tax provision varies from the statutory rate primarily
because of the nondeductibility of certain portions of meal and entertainment
expenses and state income taxes imposed by the various states on Bromar's
operations.

Bromar paid income taxes of $802,000 for the ten months ended October 31,
1996.

Bromar is currently under examination by the Internal Revenue Service for
the 1993 tax year.

5. Deferred Compensation and Retirement Plans

Profit Sharing and Stock Plans

Bromar has a profit sharing plan and a stock plan covering substantially all
employees with one year or more of service. Total annual contributions to these
plans is at management's discretion subject to certain

F-106
<PAGE>

BROMAR, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

limitations. No contributions were made to either the profit sharing plan or
the stock plan for the ten months ended October 31, 1996.

Retirement Agreements

Bromar is committed, through unfunded retirement agreements with three
former officers of Bromar, to provide retirement benefits in an amount equal to
five times the average annual salary of the ten years preceding the retirement
of each officer. Payments under such agreements are to be made in 240 equal
semimonthly installments and are to begin the month following retirement. In
the event of their death, any unpaid benefits are paid to the officer's
beneficiary.

Under the agreement, payments are allocated between retirement benefits and
consulting services. Charges to expense under the retirement portion of the
agreements were recorded during the period of active employment and were
calculated to result in an accrued amount at the officers' retirement date
equal to the then present value of one-half of the estimated payments. Future
obligations under the retirement portion of the agreement are as follows at
October 31, 1996:

<TABLE>
<S> <C>
1997................................................................ $ 66,492
1998................................................................ 79,096
1999................................................................ 69,198
2000................................................................ 75,272
2001................................................................ 81,880
Thereafter.......................................................... 164,132
--------
$536,070
========
</TABLE>

Under the agreements, the officers and their surviving spouses are obligated
to render consulting and other services at Bromar's request and, therefore, the
remaining one-half of the payments are considered to be applicable to such
services to be performed by the officer and his surviving spouse after
retirement and will be charged to expense in the year of payment. If an officer
and his surviving spouse die before all payments are received by them, Bromar
will accrue the amount equal to the then present value of the remaining
payments to be made to such officer's designated beneficiary or estate.
Compensation expense incurred relating to the consulting portion of the
agreement was approximately $175,000 for the ten months ended October 31, 1996.

6. Employee Stock Plans

Bromar has adopted a stock option plan under which certain key employees may
be offered the opportunity to purchase varying amounts of Bromar's capital
stock. There were 150,000 shares reserved for grant under this plan. All
options granted under this plan have been granted at the fair market value of
Bromar's common stock at the date of grant. Bromar had no shares of common
stock available for future grant under the stock option plan during the ten
month period ended October 31, 1996.

F-107
<PAGE>

BROMAR, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Commitments and Contingencies

Leases

Bromar occupies certain buildings and uses certain office equipment under
long-term operating lease agreements, which expire in various years through
2001. The annual future minimum lease payments for such leases (with initial or
remaining terms in excess of one year) are as follows:

Rent expense was $2,475,019 for the ten months ended October 31, 1996.

Covenants Not to Compete

Bromar is contingently obligated to make payments under agreements with
various individuals for future consulting services when such services are
performed and upon compliance with covenants not to compete. The costs
associated with such agreements are recognized on the straight-line basis over
the period in which the services are to be rendered, which typically ranges
from seven to ten years. The timing of payments due under these agreements are
specifically defined in each agreement and as such, the payment stream does not
necessarily correspond with the amortization period. Estimated future payments
under these agreements and the estimated related cost to be charged to
operations are as follows at October 31, 1996, actual payments and costs may
differ based on future events:

<TABLE>
<CAPTION>
Payments Due
on Agreements
-------------
<S> <C>
1997........................................................... $1,017,933
1998........................................................... 819,386
1999........................................................... 801,948
2000........................................................... 771,689
2001........................................................... 628,698
Thereafter..................................................... 2,243,181
----------
$6,282,835
==========
</TABLE>

Contingencies

Bromar is subject to certain claims arising in the normal course of
business. In management's opinion, any such contingencies would not materially
affect Bromar's consolidated financial position, consolidated operating results
or cash flows.

F-108
<PAGE>

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

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

MERKERT AMERICAN CORPORATION,

RICHMONT MARKETING SPECIALISTS INC.

and

THE STOCKHOLDERS OF

RICHMONT MARKETING SPECIALISTS INC.

Dated as of April 28, 1999

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

A-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE 1. THE MERGER................................................. A-5
1.1 The Merger................................................. A-5
1.2 The Closing................................................ A-5
1.3 Effective Time............................................. A-6
1.4 Ancillary Agreements....................................... A-6
Certificate of Incorporation and Bylaws of the Surviving
1.5 Corporation................................................ A-6
1.6 Board of Directors of Surviving Corporation................ A-6
1.7 Officers of Surviving Corporation.......................... A-7
1.8 Change of Name............................................. A-7
ARTICLE 2. EXCHANGE OF STOCK.......................................... A-7
2.1 Outstanding Common Stock of Merkert........................ A-7
2.2 Conversion of RMSI Stock................................... A-7
2.3 Lost or Stolen Certificates................................ A-9
2.4 Dissenters' Rights......................................... A-10
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF RMSI..................... A-10
3.1 Existence; Good Standing; Authority; Compliance With Law... A-10
3.2 Authorization, Validity and Effect of Agreements........... A-11
3.3 Capital Stock of RMSI...................................... A-11
3.4 Real Property.............................................. A-12
3.5 Contracts.................................................. A-13
3.6 Transactions with Interested Persons....................... A-14
3.7 Employee Benefit Programs.................................. A-14
3.8 Intentionally Omitted...................................... A-16
3.9 No Payments to Employees, Officers and Directors........... A-16
3.10 Taxes...................................................... A-16
3.11 Tax-Free Treatment......................................... A-17
3.12 Proxy Statement............................................ A-17
3.13 SEC Documents.............................................. A-17
3.14 No Brokers................................................. A-18
3.15 Litigation................................................. A-18
3.16 Absence of Certain Changes................................. A-18
3.17 Disclosure................................................. A-18
3.18 Undisclosed Liabilities.................................... A-18
3.19 Customers and Principals................................... A-19
3.20 Receivables................................................ A-19
3.21 Definition of RMSI's Knowledge............................. A-19
3.22 Ownership of Merkert Common Stock.......................... A-19
ARTICLE 4. INVESTMENT REPRESENTATIONS AND WARRANTIES OF THE RMSI
STOCKHOLDERS............................................... A-19
4.1 Investment Representations................................. A-19
4.2 Registration............................................... A-19
4.3 Ownership of Merkert Common Stock.......................... A-20
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF MERKERT.................. A-20
5.1 Existence; Good Standing; Authority; Compliance With Law... A-20
5.2 Authorization, Validity and Effect of Agreements........... A-21
</TABLE>

A-2
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
5.3 Capital Stock of Merkert..................................... A-22
5.4 Real Property................................................ A-22
5.5 Contracts.................................................... A-23
5.6 Transactions with Interested Persons......................... A-24
5.7 Employee Benefit Programs.................................... A-24
5.8 Intentionally Omitted........................................ A-25
5.9 No Payments to Employees, Officers and Directors............. A-25
5.10 Taxes........................................................ A-25
5.11 Tax-Free Treatment........................................... A-26
5.12 Proxy Statement.............................................. A-26
5.13 SEC Documents................................................ A-27
5.14 No Brokers................................................... A-27
5.15 Litigation................................................... A-27
5.16 Absence of Certain Changes................................... A-27
5.17 Disclosure................................................... A-28
5.18 Undisclosed Liabilities...................................... A-28
5.19 Customers and Principals..................................... A-28
5.20 Receivables.................................................. A-28
5.21 Definition of Merkert's Knowledge............................ A-28
5.22 Opinion of Financial Advisor................................. A-28

ARTICLE 6. COVENANTS.................................................... A-28
6.1 Acquisition Proposals........................................ A-28
6.2 Conduct of Businesses........................................ A-30
6.3 Meeting of Stockholders...................................... A-32
6.4 Filings; Other Action........................................ A-33
6.5 Access to Information........................................ A-33
6.6 Publicity.................................................... A-34
6.7 Proxy Statement.............................................. A-34
6.8 Listing Application.......................................... A-34
6.9 Further Action............................................... A-35
6.10 Affiliates of RMSI........................................... A-35
6.11 Expenses..................................................... A-35
6.12 Notice of Default............................................ A-35
6.13 Filings Under Hart-Scott-Rodino Act.......................... A-36
6.14 Tax-Free Treatment........................................... A-36
6.15 Nonsolicitation.............................................. A-36
6.16 Financing.................................................... A-36
6.17 RMSI Employees............................................... A-36
6.18 Exchange Offer Registration Statement........................ A-37
6.19 Option Registration Statement................................ A-37
6.20 Ancillary Agreements......................................... A-37
6.21 Spousal Consent.............................................. A-37

ARTICLE 7. CONDITIONS................................................... A-37
7.1 Conditions to Each Party's Obligation to Effect the Merger... A-37
7.2 Conditions to Obligations of RMSI to Effect the Merger....... A-38
7.3 Conditions to Obligation of Merkert to Effect the Merger..... A-39
</TABLE>

A-3
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE 8. TERMINATION; AMENDMENT; WAIVER............................... A-40
8.1 Termination.................................................. A-40
8.2 Effect of Termination........................................ A-40
8.3 Extension; Waiver............................................ A-41
ARTICLE 9. GENERAL PROVISIONS........................................... A-41
9.1 Nonsurvival of Representations, Warranties and Agreements.... A-41
9.2 Notices...................................................... A-41
9.3 Assignment; Binding Effect; Benefit.......................... A-42
9.4 Entire Agreement............................................. A-42
9.5 Amendment.................................................... A-42
9.6 Governing Law................................................ A-42
9.7 Counterparts................................................. A-43
9.8 Headings..................................................... A-43
9.9 Interpretation............................................... A-43
9.10 Waivers...................................................... A-43
9.11 Incorporation................................................ A-43
9.12 Severability................................................. A-43
9.13 Enforcement of Agreement..................................... A-43
9.14 Certain Definitions.......................................... A-43
<CAPTION>
</TABLE>

EXHIBITS

<TABLE>
<C> <S>
Exhibit A Certificate of Merger
Exhibit B-1 Form of Merkert Voting Agreement
Exhibit B-2 Form of RMSI Voting Agreement
Exhibit C-1 Form of Charter Amendment for Changes to Board of Directors
Exhibit C-2 Form of Charter Amendment for Name Change
Exhibit D Form of Affiliate Letter
Exhibit E Form of SMART Cancellation Consent
Exhibit F Form of Spousal Consent
Exhibit G Form of Post-Merger Voting Agreement
Exhibit H Form of Advisory Agreement
Exhibit I-1 Registration Rights Agreement for RMSI Stockholders
Exhibit I-2 Form of Registration Rights Agreement for Merkert Stockholders
</TABLE>

SCHEDULES

<TABLE>
<C> <S>
Schedule 7.2(g) List of Merkert Required Consents
Schedule 7.3(i) List of RMSI Required Consents
Schedule 6.2(a)(xiii) Pending Transactions
</TABLE>

A-4
<PAGE>

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made and entered
into as of April 28, 1999, by and among Merkert American Corporation, a
Delaware corporation ("Merkert"), Richmont Marketing Specialists Inc., a
Delaware corporation ("RMSI"), and MS Acquisition Limited, a Texas limited
partnership, Ronald D. Pedersen, Bruce A. Butler, Gary R. Guffey and Jeffrey A.
Watt (collectively, the "RMSI Stockholders").

RECITALS

WHEREAS, the boards of directors of Merkert and RMSI have each determined
that it is advisable and in the best interests of their respective stockholders
to consummate, and have approved, the business combination transaction provided
for herein in which RMSI would merge with and into Merkert and Merkert would be
the surviving corporation (the "Merger");

WHEREAS, the boards of directors of Merkert and RMSI, respectively, have
determined that the Merger is in the best interests of their respective
companies and presents an opportunity for their respective companies to achieve
long-term strategic and financial benefits, and accordingly have agreed to
effect the transactions provided for herein upon the terms and subject to the
conditions set forth herein;

WHEREAS, contemporaneously with the execution of this Agreement, the RMSI
Stockholders are entering into an agreement with Merkert in which they have
agreed to vote their shares of common stock, par value $.01 per share, of RMSI
("RMSI Common Stock") subject to the terms contained therein;

WHEREAS, contemporaneously with the execution of this Agreement, Monroe &
Company II, LLC, Joseph T. Casey, Glenn F. Gillam, Douglas H. Holstein, Gerald
R. Leonard, Sidney D. Rogers, Jr. and Thomas R. Studer (the "Management
Stockholders"), are entering into an agreement with RMSI in which they have
agreed to vote their shares of common stock, par value $.01 per share, of
Merkert ("Merkert Common Stock") and their shares of restricted common stock,
par value $.01 per share, of Merkert ("Merkert Restricted Common Stock"),
subject to the terms contained therein; and

WHEREAS, Merkert, RMSI and the RMSI Stockholders desire to make certain
representations, warranties and agreements in connection with the Merger.

NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, and
intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE 1. THE MERGER

1.1 The Merger. Subject to the terms and conditions of this Agreement, at
the Effective Time (as hereinafter defined), RMSI shall be merged with and into
Merkert in accordance with this Agreement, and the separate corporate existence
of RMSI shall thereupon cease. Merkert shall be the surviving corporation in
the Merger (sometimes hereinafter referred to as the "Surviving Corporation").
The Merger shall have the effect specified in Section 259 of the Delaware
General Corporation Law (the "DGCL"). It is intended that the Merger will
qualify as a reorganization under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). All of the parties to this Agreement agree to
report the Merger, for all purposes, in a manner which is consistent with the
preceding sentence.

1.2 The Closing. Subject to the terms and conditions of this Agreement, the
closing of the Merger (the "Closing") shall take place at the offices of
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, Massachusetts, at 10:00
a.m., local time, on the date which is the first business day immediately
following the day on which the last of the conditions set forth in Article 7
shall be fulfilled or waived in accordance herewith,

A-5
<PAGE>

or at such other time, date or place as the parties hereto may agree. Unless
the parties shall otherwise agree, the parties shall use their reasonable best
efforts to cause the Closing to occur as soon as possible after the meetings of
stockholders of RMSI and Merkert held pursuant to Section 6.3. The date on
which the Closing occurs is hereinafter referred to as the "Closing Date."

1.3 Effective Time. If all of the conditions to the Merger set forth in
Article 7 shall have been fulfilled or waived in accordance herewith and this
Agreement shall not have been terminated as provided in Article 8, the parties
hereto shall promptly cause a Certificate of Merger satisfying the requirements
of the DGCL and in substantially the form attached hereto as Exhibit A (the
"Certificate of Merger"), to be properly executed, verified and delivered for
filing in accordance with the DGCL on the Closing Date. The Merger shall become
effective upon the filing of the Certificate of Merger with the office of the
Secretary of State of the State of Delaware in accordance with the DGCL or at
such later time which the parties hereto shall have agreed upon and designated
in such filing in accordance with applicable law as the effective time of the
Merger (the "Effective Time").

1.4 Ancillary Agreements. As an inducement to Merkert and RMSI to enter into
this Agreement, the following agreements are being executed contemporaneously
with the execution of this Agreement: the voting agreement dated as of the date
hereof by and among Merkert and the each of the RMSI Stockholders in the form
attached hereto as Exhibit B-1 (the "RMSI Voting Agreement") and the voting
agreement by and among RMSI and each of the Management Stockholders in the form
attached hereto as Exhibit B-2 (the "Merkert Voting Agreement"). In addition,
Merkert agrees to use commercially reasonable efforts to obtain a Voting
Agreement in the form attached hereto as Exhibit B-2 from Eugene F. Merkert,
the Eugene F. Merkert 1984 Revocable Trust and the Eugene F. Merkert 1991
Charitable Remainder Unitrust.

1.5 Certificate of Incorporation and Bylaws of the Surviving Corporation.

(a) Charter. The Second Amended and Restated Certificate of Incorporation
of Merkert in effect immediately prior to the Effective Time shall be the
certificate of incorporation of the Surviving Corporation, as amended as
provided in Sections 1.6(b) and 1.8 of this Agreement and until duly amended in
accordance with applicable law and such certificate of incorporation (the
"Surviving Corporation Charter").

(a) Bylaws. The bylaws of Merkert in effect immediately prior to the
Effective Time shall be the bylaws of the Surviving Corporation, until duly
amended in accordance with applicable law, the Surviving Corporation Charter
and such bylaws.

1.6 Board of Directors of Surviving Corporation.

(a) As of the Effective Time, the number of directors of Merkert shall be
fixed at nine (9). As of the Effective Time, four (4) of the directors of
Merkert shall be Gerald R. Leonard, Edward P. Grace III, James L. Monroe and
James A. Schlindwein (the foregoing four (4) individuals being referred to
herein collectively as the "Merkert Designees"). As of the Effective Time, the
remaining five (5) directors of Merkert shall be John P. Rochon, Nick G.
Bouras, Timothy M. Byrd and Ronald D. Pedersen and one (1) individual (the
"Independent Director") designated by RMSI prior to the Effective Time who
shall not be an employee of either RMSI or Merkert and shall otherwise be
reasonably acceptable to Merkert (the foregoing five (5) individuals being
referred to herein collectively as the "RMSI Designees").

A-6
<PAGE>

(b) At the Effective Time, the Second Amended and Restated Certificate of
Incorporation of Merkert shall be amended as set forth in Exhibit C-1 attached
hereto (the "Board Amendment") so that the Board of Directors of Merkert shall
be divided into three (3) classes, and the directors of each class of the Board
of Directors of Merkert shall be as follows (subject to the provisions of this
Section 1.6):

<TABLE>
<CAPTION>
Class Designee Term Expires
----- -------- ------------
<S> <C> <C>
I Ronald D. Pedersen 2000
I Timothy M. Byrd 2000
I James A. Schlindwein 2000
II Nick G. Bouras 2001
II Gerald R. Leonard 2001
II Edward P. Grace III 2001
III John P. Rochon 2002
III James L. Monroe 2002
III Independent Director 2002
</TABLE>

(c) Merkert and RMSI agree that in the event that any Merkert Designee is
unable or otherwise fails to serve, for any reason, as a director of Merkert at
the Effective Time, Merkert shall have the right to designate another
individual to serve as a director of Merkert at the Effective Time in place of
such Merkert Designee (or if a vacancy shall be deemed to have occurred in
respect thereof, Merkert shall have the right to fill such vacancy,
notwithstanding any other provision to the contrary contained herein);
provided, however, that such individual shall be reasonably satisfactory to
RMSI. Merkert and RMSI shall each cause such designee of Merkert to be elected
to the Board of Directors of Merkert at the Effective Time in place of such
Merkert Designee.

(d) Merkert and RMSI agree that in the event that any RMSI Designee is
unable or otherwise fails to serve, for any reason, as a director of Merkert at
the Effective Time, RMSI shall have the right to designate another individual
to serve as a director of Merkert at the Effective Time in place of such RMSI
Designee (or if a vacancy shall be deemed to have occurred in respect thereof,
RMSI shall have the right to fill such vacancy, notwithstanding any other
provision to the contrary contained herein); provided, however, that such
individual shall be reasonably satisfactory to Merkert. Merkert and RMSI shall
each cause such designee of RMSI to be elected to the Board of Directors of
Merkert at the Effective Time in place of such RMSI Designee.

1.7 Officers of Surviving Corporation. At the Effective Time, the officers
of Merkert shall include, but not be limited to, Ronald D. Pedersen, who shall
be Chairman of the Board of Directors, Gerald R. Leonard, who shall be Chief
Executive Officer and President, Bruce A. Butler, who shall be Chief Operating
Officer, Joseph T. Casey, who shall be Chief Financial Officer,
Douglas H. Holstein, who shall be Executive Vice President--Sales, and Jeffrey
Hill, who shall be an Executive Vice President--New Business Development.

1.8 Change of Name. At the Effective Time, Article I of the Second Amended
and Restated Certificate of Incorporation of Merkert shall be amended to change
the name of the Surviving Corporation to "Marketing Specialists Corporation" as
set forth in Exhibit C-2 attached hereto.

ARTICLE 2. EXCHANGE OF STOCK

2.1 Outstanding Common Stock of Merkert. At and after the Effective Time,
each share of Merkert Common Stock outstanding immediately prior to the
Effective Time shall remain outstanding.

2.2 Conversion of RMSI Stock.

(a) The maximum aggregate number of shares of Merkert Common Stock
issuable to the holders of RMSI Common Stock in the Merger shall be 6,705,551.
At the Effective Time, each share of RMSI Common Stock issued and outstanding
immediately prior to the Effective Time (other than those shares of RMSI Common
Stock to be canceled pursuant to Section 2.2(c) below and except as otherwise
provided in Section 2.4 below with respect to Dissenting Shares (as defined
below)) shall, by virtue of the Merger and without any

A-7
<PAGE>

action on the part of Merkert or RMSI or the holders of any of the securities
of either of such corporations, be converted into that number of fully paid and
nonassessable shares of Merkert Common Stock equal to the quotient (the
"Exchange Ratio") obtained by dividing (i) 6,705,551 by (ii) the total number
of shares of RMSI Common Stock issued and outstanding immediately prior to the
Effective Time; provided, however, that no fractional shares of Merkert Common
Stock shall be issued pursuant hereto. In lieu of the issuance of any
fractional shares of Merkert Common Stock pursuant to this Agreement, each
holder of RMSI Common Stock upon surrender of a certificate representing
ownership of RMSI Common Stock for exchange shall be paid an amount in cash
(without interest), rounded to the nearest cent, determined by multiplying (i)
the average closing price of Merkert Common Stock on the Nasdaq National Market
on the five (5) trading days immediately preceding the second day prior to the
Closing Date by (ii) the fractional amount of the shares which such holder
would otherwise be entitled to receive under this Article 2. The term "Merger
Consideration" shall mean the total number of shares of Merkert Common Stock to
be issued to holders of RMSI Common Stock in the Merger, together with the
total amount of cash delivered in lieu of fractional shares pursuant to this
Section 2.2(a).

(b) As a result of the Merger and without any action on the part of the
holders thereof, all shares of RMSI Common Stock shall cease to be outstanding,
shall be canceled and retired and shall cease to exist and each holder of a
certificate (a "Certificate" and, collectively, the "Certificates")
representing any shares of RMSI Common Stock (other than those shares of RMSI
Common Stock to be canceled pursuant to Section 2.2(c) below and except as
otherwise provided in Section 2.4 below with respect to Dissenting Shares (as
defined below)) shall thereafter cease to have any rights with respect to such
shares of RMSI Common Stock, except, without interest, such holder's
proportionate share of the Merger Consideration in accordance with Section
2.2(a) upon the surrender of such Certificate.

(c) Each share of RMSI Common Stock issued and held in RMSI's treasury or
owned by Merkert immediately prior to the Effective Time, if any, by virtue of
the Merger shall cease to be outstanding, shall be canceled and retired and
shall cease to exist and no payment of any consideration shall be made with
respect thereto.

(d) At the Effective Time, the stock transfer books of RMSI shall be
closed, and there shall be no further registration of transfers of shares of
RMSI Common Stock thereafter on the records of RMSI. If, after the Effective
Time, Certificates are presented for transfer, they shall be canceled against
delivery of the Merger Consideration as hereinabove provided and the holder of
such Certificates shall also be entitled to receive any and all dividends and
distributions (whether in the form of cash, stock or otherwise) payable in
respect of the Merger Consideration with a record date after the Effective Time
and prior to the cancellation of such Certificates. Certificates surrendered
for exchange by any person constituting an "affiliate" of RMSI for purposes of
Rule 145, as such rule may be amended from time to time ("Rule 145"), of the
rules and regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), shall not be exchanged until Merkert has received an
affiliate letter in the form attached hereto as Exhibit D (the "Affiliate
Letter") from such person.

(e) At the Effective Time, and subject to the consent of the holder
thereof, RMSI's obligations with respect to each senior management appreciation
right (collectively, the "SMARTs") outstanding immediately prior to the
Effective Time shall be canceled and, in exchange therefor, the holders of such
SMARTs shall be entitled to receive incentive options to purchase shares of
Merkert Common Stock issued pursuant to Merkert's Amended and Restated 1998
Stock Option and Incentive Plan (such plan, the "Merkert Option Plan," and such
options, the "Rollover Options") upon the surrender and cancellation of the
agreements representing their SMARTs and delivery of an instrument
substantially in the form attached hereto as Exhibit E, by which such holder
represents its good title to such SMART and agrees to its cancellation upon the
terms hereof ("SMART Cancellation Consent"). Each Rollover Option shall be an
"incentive stock option" within the meaning of Section 422(b) of the Code (the
"qualified options"). No interest shall accrue with respect to any of the
SMARTs. Each Rollover Option shall (i) be exercisable for that number of whole
shares of Merkert Common

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Stock equal to the product of the number of SMARTs held by such holder
immediately prior to the Effective Time multiplied by the greater of (x) the
quotient obtained by dividing (A) 405,000 by (B) the total number of SMARTs
issued and outstanding immediately prior to the Effective Time (the "SMART
Ratio"), and (y) the product of (A) the SMART Ratio and (B) the quotient
obtained by dividing (1) the lesser of (a) the Fair Market Value (defined
below) of the Merkert Common Stock as of the Effective Time, and (b) $20.00, by
(2) $13.50, and rounding the resulting number to the nearest whole number of
shares of the Merkert Common Stock, (ii) be vested or vest with respect to 20%
of the shares underlying such option on each anniversary of the original date
of grant of the corresponding SMARTs, and be fully vested upon the fifth
anniversary of the original date of grant of the corresponding SMARTs, (iii)
have a per share exercise price equal to the greater of (x) Fair Market Value
(defined below) of the Merkert Common Stock as of the Effective Time, and (y)
$13.50, and (iv) otherwise be in substantially the form customarily used for
option grants under the Merkert Option Plan. In the event that any holder of
SMARTs shall not have executed a SMART Cancellation Consent prior to the
Effective Time, such SMART shall remain outstanding and be an obligation of the
Surviving Corporation. In addition, at the Effective Time, Merkert shall issue
non-qualified options to purchase 167,500 shares of the Merkert Common Stock
under the Merkert Option Plan to John P. Rochon and non-qualified options to
purchase 55,833 shares of Merkert Common Stock under the Merkert Option Plan to
each of Nick G. Bouras, Timothy M. Byrd and Thomas Reynolds (the "New
Options"). Each New Option will (i) vest with respect to 20% of the shares
underlying such option on each anniversary of the date of grant and be fully
vested upon the fifth anniversary of the date of grant and (ii) have a per
share exercise price equal to the greater of (x) Fair Market Value of the
Merkert Common Stock as of the Effective Time, and (y) $13.50. The parties
acknowledge that, pursuant to the terms of the Merkert Option Plan, each of
John P. Rochon, Nick G. Bouras, Timothy M. Byrd and the Independent Director
shall be granted non-qualified options to purchase 20,000 shares of Merkert
Common Stock on the fifth day following the Closing Date (the "Director
Options") in addition to the New Options. Each Director Option will (i) vest
with respect to 20% of the shares underlying such option on each anniversary of
the date of grant and be fully vested upon the fifth anniversary of the date of
grant and (ii) have an exercise price per share equal to Fair Market Value of
the Merkert Common Stock as of the date of grant. Merkert shall reserve for
issuance the number of shares of Merkert Common Stock that will become issuable
upon the exercise of such Rollover Options, New Options and the Director
Options pursuant to this Section 2.2(e) and shall cause a valid registration
statement (such as Form S-8 or other appropriate form) to be in effect to cover
the issuance of shares of Merkert Common Stock upon the exercise of the
Rollover Options, the New Options and the Director Options (the "Option
Registration Statement"). Merkert shall seek stockholder approval to the extent
required to reserve additional shares for issuance upon the exercise of that
number of Rollover Options, New Options and Director Options, in the aggregate,
in excess of the total number of shares available for issuance under the
Merkert Option Plan as of the date hereof (the "Merkert Option Approval"). For
the purposes of this section, "Fair Market Value" on any given date means the
last reported sale price at which Merkert Common Stock is traded on the date
immediately preceding such given date or, if no Merkert Common Stock is traded
on such date, the next preceding date on which Merkert Common Stock was traded,
as reflected on the principal stock exchange or, if applicable, any other
national stock exchange on which the Merkert Common Stock is traded or admitted
to trading.

(f) All Merger Consideration issued or paid, as the case may be, upon the
surrender for exchange of Certificates representing shares of RMSI Common Stock
in accordance with the terms of this Article 2 shall be deemed to have been
issued (and paid) in full satisfaction of all rights pertaining to the shares
of RMSI Common Stock exchanged for Merger Consideration theretofore represented
by such Certificates.

2.3 Lost or Stolen Certificates. In the event any Certificate shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming such Certificate to be lost, stolen or destroyed and, if
required by Merkert, the posting by such person of a bond in such reasonable
amount as Merkert may direct as indemnity against any claim that may be made
against it with respect to such Certificate, Merkert will issue in exchange for
such lost, stolen or destroyed Certificate the Merger Consideration to which
such person is entitled under Section 2.2(a).

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2.4 Dissenters' Rights.

(a) Subject to the RMSI Voting Agreement, notwithstanding anything in this
Agreement to the contrary and unless otherwise provided by applicable law,
shares of RMSI Common Stock that are issued and outstanding immediately prior
to the Effective Time and that are owned by RMSI Stockholders who in accordance
with Section 262 of the DGCL have properly exercised and perfected their rights
of appraisal, shall not be converted into the right to receive the Merger
Consideration, unless and until such RMSI Stockholders shall have failed to
perfect or shall have effectively withdrawn or lost their right of appraisal
and payment under applicable law. If any such RMSI Stockholder shall have
failed to perfect or shall have effectively withdrawn or lost such right of
appraisal, each share of RMSI Common Stock held by such RMSI Stockholder shall
thereupon be deemed to have been converted into the right to receive and become
exchangeable for, at the Effective Time, the Merger Consideration pursuant to
Section 2.2 hereof. Holders of shares of RMSI Common Stock who become entitled
pursuant to the provisions of the DGCL to payment for such shares under the
provisions thereof shall receive payment from the Surviving Corporation and
such shares shall be canceled.

(b) RMSI shall give Merkert (i) prompt notice of any demands for appraisal
received by RMSI, withdrawals of such demands, and any other instruments served
in connection with such demands pursuant to the DGCL and received by RMSI and
(ii) the opportunity to direct all negotiations and proceedings with respect to
demands for appraisal under the DGCL consistent with the obligations of RMSI
thereunder. RMSI shall not, except with the prior written consent of Merkert,
(x) make any payment with respect to any demands for appraisal, (y) offer to
settle or settle any such demands or (z) waive any failure to timely deliver a
written demand for appraisal in accordance with the DGCL.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF RMSI

As a material inducement to Merkert to enter into this Agreement and
consummate the transactions contemplated hereby, except as set forth in the
disclosure letter delivered at or prior to the execution hereof to Merkert (the
"RMSI Disclosure Letter"), RMSI hereby represents and warrants to Merkert as
follows; provided, however, that (i) none of the representations and warranties
contained in this Article 3 reflect any matter relating to any of the entities,
assets, businesses or operations acquired or to be acquired by RMSI or any RMSI
Subsidiary in connection with any of the pending or completed acquisitions
disclosed on Schedule 6.2(a)(xiii) hereto (the "RMSI Acquisition Matters") and
(ii) no RMSI Acquisition Matter will in any event constitute or be deemed to
constitute a breach of any of the representations or warranties contained in
this Article 3.

3.1 Existence; Good Standing; Authority; Compliance With Law

(a) RMSI is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware. RMSI is duly licensed or
qualified to do business as a foreign corporation and is in good standing under
the laws of any other state of the United States in which the character of the
properties owned or leased by it therein or in which the transaction of its
business makes such qualification necessary, except where the failure to be so
licensed or qualified could not have a material adverse effect on the combined
business, assets, results of operations or financial condition of RMSI and the
RMSI Subsidiaries taken as a whole (a "RMSI Material Adverse Effect"). RMSI has
all requisite corporate power and authority to own, operate, lease and encumber
its properties and carry on its business as now conducted or proposed to be
conducted.

(b) Each RMSI Subsidiary is a corporation or partnership duly incorporated
or organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, has the corporate or partnership
power and authority to own its properties and to carry on its business as it is
now being conducted or proposed to be conducted, and, is duly qualified to do
business and is in good standing in each jurisdiction in which the ownership of
its property or the conduct of its business requires such qualification, except
for jurisdictions in which such failure to be so qualified or to be in good
standing would

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not have a RMSI Material Adverse Effect. Except as set forth in Section 3.1(b)
of the RMSI Disclosure Letter, all of the outstanding shares of capital stock
of, or partnership or other equity interests in, each RMSI Subsidiary are owned
beneficially and of record by RMSI free of any lien, restriction or encumbrance
and such shares, partnership interests or other equity interests have been duly
and validly issued and are outstanding, fully paid and non-assessable. Except
as set forth in Section 3.1(b) of the RMSI Disclosure Letter, there are no
outstanding options, warrants, rights, commitments, preemptive rights or
agreements of any kind for the issuance or sale of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other equity interests in, any of the RMSI Subsidiaries, or
outstanding warrants, options or other rights to acquire any such convertible
securities.

(c) Copies of the certificate of incorporation or other charter documents
and bylaws (and in each case, all amendments thereto) of RMSI as they exist on
the date hereof have been delivered or made available to Merkert and its
counsel. All such copies are true, correct and complete and no amendments
thereto are pending. None of RMSI or any of the RMSI subsidiaries are in
violation of their respective certificates of incorporation or bylaws.

3.2 Authorization, Validity and Effect of Agreements. RMSI has the requisite
power and authority to enter into the transactions contemplated hereby and to
execute and deliver this Agreement and the Merkert Voting Agreement. The Board
of Directors of RMSI has unanimously approved and declared advisable this
Agreement, the Merger, and the other documents and transactions contemplated by
this Agreement. The execution by RMSI of this Agreement and the Merkert Voting
Agreement and the consummation of the transactions contemplated by this
Agreement and the Merkert Voting Agreement have been duly authorized by all
requisite corporate action on the part of RMSI and no other action on the part
of RMSI is required in connection therewith (except for stockholder approval).
This Agreement and the Merkert Voting Agreement constitute the valid and
legally binding obligations of RMSI, enforceable against RMSI, in accordance
with their respective terms. The execution, delivery and performance by RMSI of
this Agreement and each such agreement, document and instrument

(a) does not and will not violate any provision of the certificate of
incorporation or bylaws of RMSI, as applicable;

(b) does not and will not violate any laws of the United States, or any
state or other jurisdiction applicable to RMSI or require RMSI to obtain any
approval, consent or waiver of, or make any filing with, any person or entity
(governmental or otherwise) that has not been obtained or made, except for the
filing of the Certificate of Merger with the Secretary of State of Delaware and
except as contemplated by Section 6.13 of this Agreement; and

(c) except as set forth in Section 3.2 of the RMSI Disclosure Letter, does
not and will not (A) result in a breach of, constitute a default under,
accelerate any obligation under, or give rise to a right of termination of any
indenture or loan or credit agreement or any other material agreement,
contract, instrument, mortgage, lien, lease, permit, authorization, order,
writ, judgment, injunction, decree, determination or arbitration award to which
RMSI is a party or by which the property of RMSI is bound or affected, except
for such breaches, defaults, accelerations or rights of termination which,
individually or in the aggregate, could not reasonably be expected to have a
RMSI Material Adverse Effect or hinder the consummation of the transaction
contemplated by this Agreement, or (B) result in the creation or imposition of
any mortgage, pledge, lien, security interest or other charge or encumbrance on
any of RMSI's assets or its capital stock.

3.3 Capital Stock of RMSI. The authorized capital stock of RMSI consists of
1,000,000 shares of RMSI Common Stock of which 137,635 shares are issued and
outstanding and no shares are held in treasury. The authorized capital stock of
RMSI does not include any preferred stock. As of the date hereof, all of the
outstanding shares of RMSI Common Stock have been duly and validly issued and
are fully paid and non-assessable. Except as disclosed in Section 3.3 of the
RMSI Disclosure Letter, there are no outstanding options, warrants, rights,
commitments, preemptive rights or agreements of any kind for the issuance or
sale by RMSI

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of, or outstanding securities convertible into, any additional shares of
capital stock of any class of RMSI or outstanding warrants, options or other
rights to acquire any such convertible securities or stock appreciation rights
or other instrument whose value is derived from the capital stock of RMSI,
except for that certain warrant dated October 7, 1997 and held by William B.
Robinson (the "Robinson Warrant"). Except as set forth in Section 3.3 of the
RMSI Disclosure Letter, there are no voting trusts, voting agreements, proxies
or other agreements, instruments or undertakings with respect to the voting of
RMSI Common Stock to which RMSI or, to RMSI's knowledge, any of its
stockholders is a party. The RMSI Stockholders own of record all of the issued
and outstanding shares of capital stock of RMSI, in the amounts set forth in
Section 3.3 of the RMSI Disclosure Letter, except for the Robinson Warrant.

3.4 Real Property.

(a) Title. RMSI and each of the RMSI Subsidiaries has good, clear, record
and marketable title to all of the real property owned by RMSI or any of the
RMSI Subsidiaries (referred to in this Section as the "Owned Real Property"),
free and clear of all easements, covenants, restrictions, leases, mortgages,
liens, assessments, claims, rights, judgments, encroachments or other matters
affecting title (collectively, "Encumbrances"), other than:

(i) easements, covenants, restrictions and similar encumbrances that
do not materially interfere with the use of the Owned Real Property as
currently used and improved,

(ii) minor encroachments that do not materially adversely affect the
value or use of the Owned Real Property as currently used and improved and
that could be removed without material cost, and

(iii) liens for Taxes (as defined in Section 3.10) not yet due or
delinquent or being contested in good faith by appropriate means and
statutory liens arising in the ordinary course of business by operation of
law that are not yet due or delinquent.

((i), (ii) and (iii) are collectively referred to as "Permitted Encumbrances"),
except as set forth in Section 3.4 of the RMSI Disclosure Letter. To the
knowledge of RMSI, the lessors of all of the real property leased by RMSI or
any of the RMSI Subsidiaries (referred to in this Section as the "Leased Real
Property", and together with the Owned Real Property, the "Real Property") have
good, clear, record and marketable title to the Leased Real Property, and RMSI
and the RMSI Subsidiaries have good, clear, record and marketable title to
enforceable leasehold interests in the Leased Real Property, in each case free
and clear of all Encumbrances other than Permitted Encumbrances, subject only
to the right of reversion of the lessor, except as set forth in Section 3.4 of
the RMSI Disclosure Letter.

(b) Status of Leases. Each of the leases of the Real Property has been
duly authorized and executed by RMSI and is in full force and effect, except
where the failure to be so would not have an RMSI Material Adverse Effect. To
the knowledge of RMSI, each of said leases has been duly authorized and
executed by the other party to each of said leases. Neither RMSI nor any of the
RMSI Subsidiaries is in default under any material provision of any such said
lease, nor has any event occurred which, with notice or the passage of time, or
both, would give rise to such a default. To the knowledge of RMSI, the other
party to each of said leases is not in default under any material provision of
any such lease and there is no event which, with notice or the passage of time,
or both, would give rise to such a default.

(c) Consents. Except as set forth in Section 3.4 of the RMSI Disclosure
Letter, (i) no consent or approval is required with respect to the transactions
contemplated by this Agreement from the other parties to any lease of Leased
Real Property, from the holder of any Encumbrance on any Owned Real Property,
and (ii) no filing with any regulatory authority is required in connection with
the Real Property, and to the extent that any such consents, approvals or
filings are required, RMSI will use commercially reasonable efforts to obtain
or complete them before the Closing.

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(d) Condition of Real Property. Except as set forth in Section 3.4 of the
RMSI Disclosure Letter, there are no material defects in the physical condition
of any land, buildings or improvements constituting part of the Real Property,
including without limitation, structural elements, mechanical systems, parking
and loading areas, and all such buildings and improvements are in good
operating condition and repair.

(e) Compliance with the Law. To the best of RMSI's knowledge, neither RMSI
nor any RMSI Subsidiary has received any notice from any governmental authority
of any violation of any law, ordinance, regulation, license, permit or
authorization issued with respect to any Real Property and no such violation
exists, in either case, which could reasonably be expected to have a RMSI
Material Adverse Effect. All improvements located on or constituting part of
the Real Property and their use and operation by RMSI and the RMSI Subsidiaries
are in compliance in all material respects with all applicable laws,
ordinances, regulations, licenses, permits and authorizations, except as set
forth in Section 3.4 of the RMSI Disclosure Letter. No approval or consent to
the transactions contemplated by this Agreement is required of any governmental
authority with jurisdiction over any aspect of the Real Property or its use or
operations, except where the failure to obtain such approval or consent would
not have a RMSI Material Adverse Effect. Neither RMSI nor any RMSI Subsidiary
has received any notice of any material real estate tax deficiency or
assessment which has not been satisfied or is aware of any proposed material
deficiency, claim or assessment with respect to any of the Real Property, or
any pending or threatened condemnation thereof.

3.5 Contracts. Except as set forth in Section 3.5 of the RMSI Disclosure
Letter, neither RMSI nor any of the RMSI Subsidiaries is in default under any
RMSI Material Contract or has any knowledge of conditions or facts which, with
notice or the passage of time, or both, would give rise to such a default,
except for such defaults which, individually or in the aggregate, could not
reasonably be expected to have a RMSI Material Adverse Effect. To the knowledge
of RMSI, no third party under any RMSI Material Contract is in default
thereunder and there is no event which, with notice or the passage of time, or
both, would give rise to such a default. Except as set forth in Section 3.5 of
the RMSI Disclosure Letter, each RMSI Material Contract has been duly
authorized and executed by RMSI, is in full force and effect and is enforceable
by RMSI in accordance with its terms, except where the failure to be so would
not have an RMSI Material Adverse Effect. For purposes of this Agreement, the
term "RMSI Material Contract" shall include the following:

(a) any plan or contract providing for bonuses, pensions, options, stock
purchases, deferred compensation, retirement payments, profit sharing,
collective bargaining or the like, or any contract or agreement with any labor
union;

(b) any employment contract or contract for services which is not
terminable within 30 days by RMSI or an RMSI Subsidiary without liability for
any penalty or severance payment;

(c) any contract or agreement under which, as of the date of this
Agreement, RMSI or any of the RMSI Subsidiaries has unpaid obligations of
$100,000 or more, except contracts and agreements specifically disclosed
elsewhere under this Agreement;

(d) any contract or agreement involving more than $100,000 of unpaid
obligations of RMSI or any of the RMSI Subsidiaries as of the date of this
Agreement which, by its terms, does not terminate or is not terminable without
penalty by RMSI or an RMSI Subsidiary or their successors within one year after
the date hereof;

(e) any contract or agreement for the sale or lease of its products or
services not made in the ordinary course of business;

(f) any contract containing covenants limiting the freedom of RMSI or any
of the RMSI Subsidiaries to compete in any line of business or with any person
or entity other than as is standard in the food brokerage industry;

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(g) any contract or agreement for the purchase of any fixed asset for a
price in excess of $100,000 whether or not such purchase is in the ordinary
course of business;

(h) any license agreement (as licensor or licensee);

(i) any indenture, mortgage, promissory note, loan agreement, guaranty or
other agreement or commitment for the borrowing of money not otherwise
disclosed in the RMSI SEC Report (including, if applicable, a description on
any prepayment penalties or similar obligations); or

(j) any contract or agreement with any officer, employee, director or
stockholder of RMSI or any of the RMSI Subsidiaries or with any persons or
organizations controlled by or affiliated with any of them.

3.6 Transactions with Interested Persons. Except as disclosed in the RMSI
SEC Report (as hereinafter defined) or as set forth in Section 3.6 of the RMSI
Disclosure Letter hereto, neither RMSI, nor any affiliate of RMSI, (i) owns
directly or indirectly on an individual or joint basis any material interest
in, or serves as an officer or director or in another similar capacity of, any
competitor or supplier of RMSI or any of the RMSI Subsidiaries, or any
organization which has a material contract or arrangement with RMSI or any of
the RMSI Subsidiaries or (ii) has directly or indirectly engaged in any
transaction involving any lease or transfer any material (measured at the time
of such transaction or as of the date hereof) cash, property or rights to or
from RMSI or any of the RMSI Subsidiaries from, to or for the benefit of any
affiliate of RMSI or any of the RMSI Subsidiaries.

3.7 Employee Benefit Programs Employee Benefit Programs.

(a) Section 3.7 of the RMSI Disclosure Letter sets forth a list of every
material and significant Employee Program that is currently maintained by RMSI
or an Affiliate of RMSI ("RMSI Affiliate") ("RMSI Employee Programs").

(b) Each RMSI Employee Program which has been intended to qualify under
Section 401(a) or 501(c)(9) of the Code has received a favorable determination
or approval letter from the IRS regarding its qualification under such section
and except as disclosed in Section 3.7 of the RMSI Disclosure Letter has, in
fact, been qualified under the applicable section of the Code from the
effective date of such RMSI Employee Program through and including the Closing
Date (or, if earlier, the date that such RMSI Employee Program was terminated).
No event or omission has occurred which would cause any such Employee Program
to lose its qualification under the applicable Code section.

(c) Neither RMSI nor any RMSI Affiliate knows, nor should any of them
reasonably know, of any material failure of any party to comply with any laws
applicable with respect to the RMSI Employee Programs. With respect to any RMSI
Employee Program, there has been no (i) "prohibited transaction," as defined in
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Code Section 4975, (ii) material failure to comply with any
provision of ERISA, other applicable law, or any agreement, or (iii) non-
deductible contribution, which, in the case of any of (i), (ii), or (iii),
could subject RMSI or any RMSI Affiliate to material liability either directly
or indirectly (including, without limitation, through any obligation of
indemnification or contribution) for any damages, penalties, or taxes, or any
other loss or expense. No litigation or governmental administrative proceeding
(or investigation) or other proceeding (other than those relating to routine
claims for benefits) is pending or, to the knowledge of RMSI, threatened with
respect to any such RMSI Employee Program.

(d) Except as disclosed in Section 3.7 of the RMSI Disclosure Letter,
during the last 3 years, neither RMSI nor any RMSI Affiliate (i) has maintained
any Employee Program which has been subject to title IV of ERISA or Code
Section 412 (a "RMSI Title IV Plan"), including, but not limited to, any
Multiemployer Plan, (ii) has provided health care or any other non-pension
benefits to any employees after their employment is terminated (other than as
required by part 6 of subtitle B of title I of ERISA), or has promised to
provide such

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post-termination benefits, for a period of longer than 12 months or (iii) has
provided health care or any other non-pension benefits to any individuals who
were previously employed by entities acquired by RMSI prior to the date of this
Agreement for a period of longer than 12 months.

(e) With respect to each RMSI Employee Program, complete and correct
copies of the following documents (if applicable to such RMSI Employee Program)
have previously been delivered or made available to Merkert: (i) all documents
embodying or governing such RMSI Employee Program, and any funding medium for
the RMSI Employee Program (including, without limitation, trust agreements) as
they may have been amended to the date hereof; (ii) the most recent IRS
determination or approval letter with respect to such RMSI Employee Program
under Code Section 401(a) or 501(c)(9), and any applications for determination
or approval subsequently filed with the IRS; (iii) the three most recently
filed IRS Forms 5500, with all applicable schedules and accountants' opinions
attached thereto; (iv) the three most recent actuarial valuation reports
completed with respect to such RMSI Employee Program; (v) the summary plan
description for such RMSI Employee Program (or other descriptions of such RMSI
Employee Program provided to employees) and all modifications thereto; (vi) any
insurance policy (including any fiduciary liability insurance policy or
fidelity bond) related to such RMSI Employee Program; (vii) any registration
statement or other filing made pursuant to any federal or state securities law
and (viii) all correspondence to and from any state or federal agency within
the last three years.

(f) Each RMSI Employee Program may be amended, terminated, or otherwise
modified by RMSI to the greatest extent permitted by applicable law, including
the elimination of any and all future benefit accruals under any RMSI Employee
Program and no condition exists which would limit the right of RMSI or the RMSI
Affiliate to so amend, terminate or otherwise modify such RMSI Employee
Program.

(g) For purposes of this Section and Section 5.7:

(i) "Employee Program" means (A) all employee benefit plans within the
meaning of ERISA Section 3(3), including, but not limited to, multiple
employer welfare arrangements (within the meaning of ERISA Section 3(40)),
plans to which more than one unaffiliated employer contributes and employee
benefit plans (such as foreign or excess benefit plans) which are not
subject to ERISA; and (B) material stock option or equity-based plans,
bonus or incentive award plans, severance pay policies or agreements,
deferred compensation agreements, supplemental income arrangements,
vacation plans, and all other material employee benefit plans, agreements,
and arrangements not described in (A) above, including without limitation,
any arrangement intended to comply with Section 120, 125, 127 or 129 of the
Code. In the case of an Employee Program funded through a trust described
in Code Section 401(a) or an organization described in Code Section
501(c)(9), each reference to such Employee Program shall include a
reference to such trust or organization.

(ii) An entity "maintains" an Employee Program if such entity
sponsors, contributes to, or provides benefits under such Employee Program,
or has any obligation (by agreement or under applicable law) to contribute
to or provide benefits under such Employee Program, or if such Employee
Program provides benefits to or otherwise covers employees of such entity
(or their spouses, dependents, or beneficiaries).

(iii) An entity is an "Affiliate" of a person if it would have ever
been considered a single employer under ERISA Section 4001(b) or part of
the same "controlled group" as such person for purposes of ERISA Section
302(d)(8)(C).

(iv) "Multiemployer Plan" means a (pension or non-pension) employee
benefit plan to which more than one unaffiliated employer contributes and
which is maintained pursuant to one or more collective bargaining
agreements.

(h) No liability under Title IV or Section 302 of ERISA has been incurred
by RMSI or any RMSI Affiliate that has not been satisfied in full and no
condition exists that presents a material risk to RMSI or any

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RMSI Affiliate of incurring any such liability, other than liability for
premiums due to the Pension Benefit Guaranty Corporation (the "PBGC") (which
premiums have been paid when due).

(i) The PBGC has not instituted proceedings to terminate any RMSI Title IV
Plan and no condition exists that presents a material risk that such
proceedings will be instituted.

(j) With respect to each RMSI Title IV Plan, the present value of accrued
benefits under such plan, based upon the actuarial assumptions used for funding
purposes in the most recent actuarial report prepared by such plan's actuary
with respect to such plan, did not exceed, as of its latest valuation date, the
then current value of the assets of such plan allocable to such accrued
benefits.

(k) No RMSI Title IV Plan or any trust established there under has
incurred any "accumulated funding deficiency" (as defined in Section 302 of
ERISA and Section 412 of the Code), whether or not waived, as of the last day
of the most recent fiscal year of each RMSI Title IV Plan ended prior to the
Closing Date.

(l) No amounts payable under the RMSI Employee Programs will fail to be
deductible for federal income tax purposes by virtue of Section 162(a)(1),
162(m) or 280G of the Code.

3.8 Intentionally Omitted

3.9 No Payments to Employees, Officers and Directors. Section 3.9 of the
RMSI Disclosure Letter contains a true and complete list of all arrangements,
agreements or plans pursuant to which any cash or non-cash payments or other
obligation will become payable, accelerate the time of payment or vesting or
increase any amount currently payable (and the maximum aggregate amount which
may be payable thereunder) to each employee, officer or director of RMSI or any
RMSI Subsidiary as a result of the Merger (assuming no termination of service).

3.10 Taxes. Except as set forth in Section 3.10 of the RMSI Disclosure
Letter:

(a) RMSI and each of the RMSI Subsidiaries have timely filed all income
and other material Tax Returns required to be filed by them through the date
hereof in a manner correct and complete in all material respects and have
timely paid or caused to be paid all Taxes shown as due on such Tax Returns and
all income and other material Taxes otherwise required to be paid by them
through the date hereof whether disputed or not.

(b) On or before the Closing Date, RMSI and each of the RMSI Subsidiaries
shall have paid all income and other material Taxes (whether or not shown on
any Tax Return) required to be paid by them on or before the Closing Date
whether disputed or not and shall have accrued or made full, adequate and
complete provision on their books as required by U.S. generally accepted
accounting principles ("GAAP") for all income and other material Taxes (whether
or not shown on any Tax Return) not required to be paid by them on or before
the Closing Date.

(c) No Tax Authority is now asserting or, to the best knowledge of RMSI,
threatening to assert against RMSI or any of the RMSI Subsidiaries any
deficiency or claim for Taxes. No claim for unpaid income taxes or for other
unpaid material Taxes has become a lien or encumbrance of any kind against any
material asset of RMSI or any of the RMSI Subsidiaries except for statutory
liens for such Taxes that are not yet due. Neither RMSI nor any of the RMSI
Subsidiaries has entered into a closing agreement pursuant to Section 7121 of
the Code after December 31, 1990.

(d) RMSI and the RMSI Subsidiaries have previously delivered or made
available to Merkert complete and accurate copies of (1) all audit reports,
revenue agent reports, requests for letter rulings, letter rulings, technical
advice memoranda and similar documents issued by all Tax Authorities relating
to Taxes, (2) all income Tax Returns filed by RMSI or any of the RMSI
Subsidiaries with respect to taxable periods beginning after December 31, 1990
and (3) any closing agreements (and any exhibits thereto) entered into by

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RMSI or any of the RMSI Subsidiaries as of the date hereof. RMSI will deliver
or make available to Merkert any documents mentioned in the preceding sentence
that become available to RMSI or any of the RMSI Subsidiaries after the date
hereof and on or before the Closing Date.

(e) There has not been any audit of any tax return filed by RMSI or any of
the RMSI Subsidiaries with respect to any taxable year beginning after December
31, 1990, no such audit is in progress, and neither RMSI nor any of the RMSI
Subsidiaries has been notified by any Tax Authority that any such audit is
contemplated or pending. Neither RMSI nor any of the RMSI Subsidiaries has
requested or received an extension of time with respect to any date on which a
tax return was or is to be filed by RMSI or any of the RMSI Subsidiaries and
there is no extension, waiver or agreement for the extension of time for the
assessment or payment of any Taxes owed (or alleged to be owed) by RMSI or any
of the RMSI Subsidiaries.

(f) No power of attorney has been granted by or with respect to RMSI or
any of the RMSI Subsidiaries with respect to any matter relating to Taxes.

(g) There are no agreements or understandings relating to Taxes between
RMSI or any of the RMSI Subsidiaries and any other party affecting or which
could affect RMSI or any of the RMSI Subsidiaries by which RMSI or any of the
RMSI Subsidiaries will be bound after the Closing Date or which could affect
the computation of Taxes by RMSI or any of the RMSI Subsidiaries.

(h) For purposes of this Agreement, all references (1) to the "Code" shall
include any similar provisions of state, local or foreign law, (2) "Taxes"
shall include all federal, state, local, foreign, and other taxes, including
without limitation, income taxes, estimated taxes, alternative minimum taxes,
excise taxes, sales taxes, use taxes, value-added taxes, gross receipts taxes,
franchise taxes, capital stock taxes, employment and payroll-related taxes,
withholding taxes, stamp taxes, transfer taxes, windfall profit taxes,
environmental taxes and property taxes, whether or not measured in whole or in
part by net income, and all deficiencies, interest, fines, penalties and other
additions to tax, (3) "Tax Returns" shall mean all returns, reports,
declarations, information, estimates, schedules, filings and documents
(including any related or supporting information) filed or required by any Tax
Authority to be filed with respect to Taxes, including, without limitation, all
information returns, claims for refund, amended returns, declarations of
estimated tax and requests for extensions of time to file any item described in
this paragraph, and (4) "Tax Authority" shall mean the Internal Revenue Service
and any other state, local or foreign governmental authority responsible for
the collection or administration of Taxes.

3.11 Tax-Free Treatment. Neither RMSI nor any of the RMSI Subsidiaries has
taken or caused to be taken any action which would cause the Merger to fail to
qualify as a Reorganization under Section 368(a) of the Code.

3.12 Proxy Statement. On the date the Proxy Statement (as defined in Section
6.7 hereof) is mailed to Merkert's stockholders, none of the information
supplied in writing by or on behalf of RMSI for inclusion in the Proxy
Statement will be false or misleading with respect to any material fact or will
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading or necessary to correct any statement in any
earlier communication with respect to the stockholders' meeting or the
solicitation of proxies therefore which has become false or misleading.
Notwithstanding the foregoing, RMSI makes no representation or warranty with
respect to information supplied by Merkert or any of its affiliates or
representatives in writing for inclusion in the Proxy Statement.

3.13 SEC Documents. As of its date of filing, RMSI's registration statement
on Form S-4, as amended by Amendment No. 1, in the form filed with the SEC on
April 20, 1999 (the "RMSI SEC Report"), except as disclosed in Section 3.13 of
the RMSI Disclosure Letter, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the parties hereto acknowledge that the RMSI SEC Report does not contain
any information or disclosure relating

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to this Agreement and the transactions contemplated thereby, including the
Merger. There is no material fact existing today directly relating to the
business, operations or condition of RMSI (other than facts which relate to
general economic trends or conditions or general conditions affecting the
industries in which RMSI or the RMSI Subsidiaries operate) that is reasonably
likely to have a RMSI Material Adverse Effect, that has not been set forth in
the RMSI SEC Report or the RMSI Disclosure Letter; provided that the loss of,
or a reduction in revenues from, one or more customers or principals shall be
deemed not to have a RMSI Material Adverse Effect; provided, further, that,
notwithstanding the foregoing proviso, a loss of, or reduction in revenues
from, any customers or principals, individually or in the aggregate, which
results in a reduction in the annual revenues of RMSI and Merkert taken on a
consolidated pro forma basis of more than $25 million (a "Material Customer
Loss"), shall be deemed to have an RMSI Material Adverse Effect. For the
purpose of determining a Material Customer Loss, annual revenues, shall mean
commission revenues plus gross margin on sales with respect to businesses in
which sales are accounted for in a manner other than commission revenues. A
true and complete copy of the RMSI SEC Report has been delivered to Merkert.
Each of the consolidated balance sheets of RMSI included in or incorporated by
reference into the RMSI SEC Report (including the related notes and schedules)
fairly presents the consolidated financial position of RMSI and RMSI
Subsidiaries as of its date and each of the consolidated statements of income,
retained earnings and cash flows of RMSI included in or incorporated by
reference into the RMSI SEC Report (including any related notes and schedules)
fairly presents the results of operations, retained earnings or cash flows, as
the case may be, of RMSI and the RMSI Subsidiaries for the periods set forth
therein (subject, in the case of unaudited statements, to normal year-end audit
adjustments which would not be material in amount or effect), in each case in
accordance with generally accepted accounting principles consistently applied
during the periods involved, except, in the case of the unaudited statements,
as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

3.14 No Brokers. Except as disclosed in Section 3.14 of the RMSI Disclosure
Letter, neither RMSI nor any RMSI Subsidiary has entered into any contract,
arrangement or understanding with any person or firm which may result in the
obligation of such entity, RMSI or Merkert to pay any finder's fees, brokerage
or agent's commissions, advisory fee or other like payments relating to or in
connection with the negotiations leading to this Agreement or the consummation
of the transactions contemplated hereby.

3.15 Litigation. There is no litigation or governmental or administrative
proceeding, arbitration or investigation pending or, to the knowledge of RMSI,
threatened against RMSI or the RMSI Subsidiaries which, either individually or
in the aggregate, is reasonably likely to have an RMSI Material Adverse Effect,
or which would prevent or hinder the consummation of the transactions
contemplated by this Agreement.

3.16 Absence of Certain Changes. Except as disclosed in Section 3.16 of the
RMSI Disclosure Letter, since December 31, 1998, there has not been any change
in the financial condition, properties, assets, liabilities, business or
operations of RMSI, which change by itself or in conjunction with all other
such changes, whether or not arising in the ordinary course of business, has
had a RMSI Material Adverse Effect; provided that the loss of, or reduction in
revenues from, one or more customers or principals shall be deemed not to have
a RMSI Material Adverse Effect under any provision of this Agreement, unless
the loss of, or reduction in revenues from, such customers or principals,
individually or in the aggregate, constitute a Material Customer Loss.

3.17 Disclosure. Subject to the terms thereof, the representations,
warranties and statements contained or referred to in this Agreement and in the
certificates, exhibits and the RMSI Disclosure Letter delivered by RMSI
pursuant to this Agreement (including the RMSI SEC Report) to Merkert do not
contain any untrue statement of a material fact, and, when taken together, do
not omit to state a material fact required to be stated therein or necessary in
order to make such representations, warranties or statements not misleading in
light of the circumstances under which they were made.

3.18 Undisclosed Liabilities. Except as and to the extent reflected,
reserved against or otherwise specifically disclosed in the RMSI SEC Report and
the RMSI Disclosure Letter, neither RMSI nor any RMSI Subsidiary has any
liabilities or obligations of any kind required to be disclosed in accordance
with GAAP

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applied on a basis consistent with past practice, whether accrued, absolute,
known or unknown, asserted or unasserted, contingent or otherwise which could
reasonably be expected to have, individually or in the aggregate, a RMSI
Material Adverse Effect.

3.19 Customers and Principals. Except as disclosed in Section 3.19 of the
RMSI Disclosure Letter, as of the date hereof, RMSI has no knowledge of (i) any
loss since December 31, 1998 or any currently threatened loss of any material
customer or principal, other than losses or threatened losses arising out of,
resulting from or relating to the execution or consummation of this Agreement
or the transactions contemplated thereby, or (ii) any pending bankruptcy
filing, insolvency or material adverse change in the financial position of any
material customer or principal.

3.20 Receivables. All of RMSI's accounts receivable arose from bona fide
transactions in the ordinary course of business, are valid and collectible
obligations of the respective makers thereof and were not and are not subject
to any offset or counter-claim, except for the amount reserved for doubtful
accounts set forth on (i) prior to the availability of RMSI's consolidated
unaudited financial statements for the quarter ended March 31, 1999, RMSI's
consolidated audited financial statements for the year ended December 31, 1998,
and (ii) after RMSI's consolidated unaudited financial statements for the
quarter ended March 31, 1999 become available, RMSI's consolidated unaudited
financial statements for the quarter ended March 31, 1999 (the "RMSI
Financials"). RMSI's accounts receivable are reflected on the RMSI Financials
in accordance with GAAP applied on a basis consistent with past practice. Since
the date of the RMSI Financials, there have not been any material write-offs as
uncollectible of any of RMSI's accounts receivable, except for write-offs in
the ordinary course of business and consistent with past practice.

3.21 Definition of RMSI's Knowledge. As used in this Agreement, the phrase
"to the knowledge of RMSI" or "to the best knowledge of RMSI" (or words of
similar import) means the actual knowledge of Nick G. Bouras, Timothy M. Byrd,
Ronald D. Pedersen or Bruce A. Butler.

3.22 Ownership of Merkert Common Stock. Except as set forth in Section 3.22
of the RMSI Disclosure Letter, neither RMSI nor, to the knowledge of RMSI, any
RMSI Stockholder or any of their affiliates owns, beneficially or of record,
any shares of Merkert Common Stock, any option to acquire or sell any shares of
Merkert Common Stock, or any warrants, rights, commitments, preemptive rights
or agreements of any kind for the acquisition or sale of, any shares of Merkert
Common Stock, and is not a party to any voting trusts, voting agreement,
proxies or other agreements, instruments or undertakings with respect to the
voting of Merkert Common Stock, except for the Post-Merger Voting Agreement.

ARTICLE 4. INVESTMENT REPRESENTATIONS AND WARRANTIES OF THE RMSI STOCKHOLDERS

Each RMSI Stockholder hereby severally represents and warrants to Merkert
that with respect to such RMSI Stockholder's receipt of Merkert Common Stock
hereunder:

4.1 Investment Representations. Such RMSI Stockholder is acquiring the
Merkert Common Stock for its own account, for investment, and not with a view
to any "distribution" thereof within the meaning of the Securities Act. The
jurisdiction of residence of such RMSI Stockholder is the State of Texas and
the offer and sale of the Merkert Common Stock to such RMSI Stockholder will
take place in such jurisdiction. Such RMSI Stockholder is an "accredited
investor" as defined in the Securities Act and is knowledgeable and experienced
in the making of investments of the type involved in the acquisition of the
Merkert Common Stock pursuant to the Agreement, is able to bear the economic
risk of loss of its investment in Merkert, has been granted the opportunity to
investigate the affairs of Merkert and to ask questions of its officers and
employees, and has availed itself of such opportunity either directly or
through its authorized representative. Such RMSI Stockholder has received and
reviewed a copy of this Agreement and all exhibits, schedules and appendices
hereto (including without limitation the Merkert Disclosure Letter) as well as
copies of the Merkert SEC Report.

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4.2 Registration. Such RMSI Stockholder understands that because the Merkert
Common Stock issued as part of the Merger Consideration has not been registered
under the Securities Act or securities or "blue sky" laws of any jurisdiction,
he cannot dispose of any or all of the shares of such Merkert Common Stock
unless such shares of Merkert Common Stock are subsequently registered under
the Securities Act or exemptions from such registration are available. Such
RMSI Stockholder acknowledges and understands that, except as provided in the
Registration Rights Agreement (as defined in Section 7.2(e)), he, she or it has
no independent right to require Merkert to register the Merkert Common Stock.
Such RMSI Stockholder further understands that Merkert may, as a condition to
the transfer of any of the Merkert Common Stock issued in the Merger, require
that the request for transfer be accompanied by an opinion of counsel as
described below. Such RMSI Stockholder understands that each certificate
representing the Merkert Common Stock issued in the Merger will bear a legend
in substantially the form provided below (in addition to any legend required
under applicable state securities laws).

THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE
HOLDER NAMED HEREON FOR HIS OWN ACCOUNT FOR INVESTMENT;
AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD OR IN ANY
OTHER WAY TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS IN EFFECT AT THAT TIME, OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

4.3 Ownership of Merkert Common Stock. Except as set forth on Section 4.3 of
the RMSI Disclosure Letter, neither such RMSI Stockholder nor any of his or its
respective family members or affiliates own, beneficially or of record, any
shares of Merkert Common Stock, any option to acquire or sell any shares of
Merkert Common Stock, or any warrants, rights, commitments, preemptive rights
or agreements of any kind for the acquisition or sale of, any shares of Merkert
Common stock, and is not a party to any voting trusts, voting agreement,
proxies or other agreements, instruments or undertakings with respect to the
voting of Merkert Common Stock, except for the Post-Merger Voting Agreement.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF MERKERT

As a material inducement to RMSI to enter into this Agreement and consummate
the transactions contemplated hereby, except as set forth in the disclosure
letter delivered at or prior to the execution hereof to RMSI (the "Merkert
Disclosure Letter"), Merkert hereby represents and warrants to RMSI as follows;
provided, however, that (i) none of the representations and warranties
contained in this Article 5 reflect any matter relating to any of the entities,
assets, businesses or operations acquired or to be acquired by Merkert or any
Merkert Subsidiary in connection with any of the pending or completed
acquisitions disclosed on Schedule 6.2(a)(xiii) hereto (the "Merkert
Acquisition Matters") and (ii) no Merkert Acquisition Matter will in any event
constitute or be deemed to constitute a breach of any of the representations or
warranties contained in this Article 5.

5.1 Existence; Good Standing; Authority; Compliance With Law.

(a) Merkert is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. Merkert is duly licensed
or qualified to do business as a foreign corporation and is in good standing
under the laws of any other state of the United States in which the character
of the properties owned or leased by it therein or in which the transaction of
its business makes such qualification necessary, except where the failure to be
so licensed or qualified could not have a material adverse effect on the
combined business, assets, results of operations or financial condition of
Merkert and the Merkert Subsidiaries taken as a whole (a "Merkert Material
Adverse Effect"). Merkert has all requisite corporate power and authority to
own, operate, lease and encumber its properties and carry on its business as
now conducted or proposed to be conducted.

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(b) Each Merkert Subsidiary is a corporation or partnership duly
incorporated or organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization, has the corporate or
partnership power and authority to own its properties and to carry on its
business as it is now being conducted or proposed to be conducted, and, except
as set forth on Section 5.1 of the Merkert Disclosure Letter, is duly qualified
to do business and is in good standing in each jurisdiction in which the
ownership of its property or the conduct of its business requires such
qualification, except for jurisdictions in which such failure to be so
qualified or to be in good standing would not have a Merkert Material Adverse
Effect. Except as set forth in Section 5.1(b) of the Merkert Disclosure Letter,
all of the outstanding shares of capital stock of, or partnership or other
equity interests in, each Merkert Subsidiary are owned beneficially and of
record by Merkert free of any lien, restriction or encumbrance and such shares,
partnership interests or other equity interests have been duly and validly
issued and are outstanding, fully paid and non-assessable. There are no
outstanding options, warrants, rights, commitments, preemptive rights or
agreements of any kind for the issuance or sale of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other equity interests in, any of the Merkert Subsidiaries, or
outstanding warrants, options or other rights to acquire any such convertible
securities.

(c) Copies of the certificate of incorporation or other charter documents
and by-laws (and in each case, all amendments thereto) of Merkert as they exist
on the date hereof have been delivered or made available to RMSI and its
counsel. All such copies are true, correct and complete and no amendments
thereto are pending. Merkert is not in violation of its certificate of
incorporation or bylaws.

5.2 Authorization, Validity and Effect of Agreements. Merkert has the
requisite power and authority to enter into the transactions contemplated
hereby and to execute and deliver this Agreement and the RMSI Voting Agreement.
The Board of Directors of Merkert has unanimously approved and declared
advisable this Agreement, the Merger, and the other documents and transactions
contemplated by this Agreement. A committee comprised of the independent
directors of the Board of Directors of Merkert (the "Special Committee") has
recommended to the Merkert Board of Directors the advisability of entering into
this Agreement. The execution by Merkert of this Agreement and the RMSI Voting
Agreement and the consummation of the transactions contemplated by this
Agreement and the RMSI Voting Agreement have been duly authorized by all
requisite corporate action on the part of Merkert and no other action on the
part of Merkert is required in connection therewith (except for stockholder
approval). Except for stockholder approval, Merkert has taken all actions
necessary to permit the Merger, this Agreement, the Voting Agreements and the
other documents, instruments and transactions contemplated by this Agreement to
be executed and consummated in accordance with and permitted by the provisions
of Section 203 of the DGCL, including, without limitation, the approval of the
Merger, this Agreement, the Voting Agreements and the other documents,
instruments and transactions contemplated by this Agreement by the Board of
Directors of Merkert prior the execution of this Agreement, the Voting
Agreements and the other documents, instruments and transactions contemplated
by this Agreement. This Agreement, the RMSI Voting Agreement and the other
documents contemplated by the Agreement constitute the valid and legally
binding obligations of Merkert, enforceable against Merkert, in accordance with
their respective terms. The execution, delivery and performance by Merkert of
this Agreement and each such agreement, document and instrument

(a) does not and will not violate any provision of the certificate of
incorporation or bylaws of Merkert, as applicable;

(b) does not and will not violate any laws of the United States, or any
state or other jurisdiction applicable to Merkert or require Merkert to obtain
any approval, consent or waiver of, or make any filing with, any person or
entity (governmental or otherwise) that has not been obtained or made, except
for the filing of the Certificate of Merger with the Secretary of State of the
State of Delaware, a proxy statement with the U.S. Securities and Exchange
Commission and except as contemplated by Section 6.13 of this Agreement; and

(c) except as set forth in Section 5.2 of the Merkert Disclosure Letter,
does not and will not (A) result in a breach of, constitute a default under,
accelerate any obligation under, or give rise to a right of

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termination of any indenture or loan or credit agreement or any other material
agreement, contract, instrument, mortgage, lien, lease, permit, authorization,
order, writ, judgment, injunction, decree, determination or arbitration award
to which Merkert is a party or by which the property of Merkert is bound or
affected, except for such breaches, defaults, accelerations or rights of
termination which, individually or in the aggregate, could not reasonably be
expected to have a Merkert Material Adverse Effect or hinder the consummation
of the transaction contemplated by this Agreement, or (B) result in the
creation or imposition of any mortgage, pledge, lien, security interest or
other charge or encumbrance on any of Merkert's assets or its capital stock.

5.3 Capital Stock of Merkert. The authorized capital stock of Merkert
consists of (i) 1,000,000 shares of preferred stock, par value $.01 per share,
of which none are outstanding, (ii) 50,000,000 shares of Merkert Common Stock
of which 7,172,300 shares are outstanding and no shares are held in treasury
and (iii) 4,000,000 shares of Restricted Common Stock of which 335,700 shares
are outstanding and no shares are held in treasury. As of the date hereof, all
of the outstanding shares of Merkert Common Stock have been duly and validly
issued and are fully paid and non-assessable. Except as disclosed in Section
5.3 of the Merkert Disclosure Letter, there are no outstanding options,
warrants, rights, commitments, preemptive rights or agreements of any kind for
the issuance or sale by Merkert of, or outstanding securities convertible into,
any additional shares of capital stock of any class of Merkert or outstanding
warrants, options or other rights to acquire any such convertible securities or
stock appreciation rights or other instrument whose value is derived from the
capital stock of Merkert. Except as set forth in Section 5.3 of the Merkert
Disclosure Letter, there are no voting trusts, voting agreements, proxies or
other agreements, instruments or undertakings with respect to the voting of
Merkert Common Stock to which Merkert or, to Merkert's knowledge, any of its
stockholders is a party.

5.4 Real Property.

(a) Title. Merkert and each of the Merkert Subsidiaries has good, clear,
record and marketable title to all of the real property owned by Merkert or any
of the Merkert Subsidiaries (referred to in this Section as the "Owned Real
Property"), free and clear of all Encumbrances, other than Permitted
Encumbrances, except as set forth in Section 5.4 of the Merkert Disclosure
Letter. To the knowledge of Merkert, the lessors of all of the real property
leased by Merkert or any of the Merkert Subsidiaries (referred to in this
Section as the "Leased Real Property", and together with the Owned Real
Property, the "Real Property") have good, clear, record and marketable title to
the Leased Real Property, and Merkert and the Merkert Subsidiaries have good,
clear, record and marketable title to enforceable leasehold interests in the
Leased Real Property, in each case free and clear of all Encumbrances other
than Permitted Encumbrances, subject only to the right of reversion of the
lessor, except as set forth in Section 5.4 of the Merkert Disclosure Letter.

(b) Status of Leases. Each of the leases of the Real Property has been
duly authorized and executed by Merkert and is in full force and effect, except
where the failure to be so would not have a Merkert Material Adverse Effect. To
the knowledge of Merkert, each of said leases has been duly authorized and
executed by the other party to each of said leases. Neither Merkert nor any of
the Merkert Subsidiaries is in default under any material provision of any such
said lease, nor has any event occurred which, with notice or the passage of
time, or both, would give rise to such a default. To the knowledge of Merkert,
the other party to each of said leases is not in default under any material
provision of any such lease and there is no event which, with notice or the
passage of time, or both, would give rise to such a default.

(c) Consents. Except as set forth in Section 5.4 of the Merkert Disclosure
Letter, (i) no consent or approval is required with respect to the transactions
contemplated by this Agreement from the other parties to any lease of Leased
Real Property, from the holder of any Encumbrance on any Owned Real Property,
and (ii) no filing with any regulatory authority is required in connection with
the Real Property, and to the extent that any such consents, approvals or
filings are required, Merkert will use commercially reasonable efforts to
obtain or complete them before the Closing.

(d) Condition of Real Property. Except as set forth in Section 5.4 of the
Merkert Disclosure Letter, there are no material defects in the physical
condition of any land, buildings or improvements

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constituting part of the Real Property, including without limitation,
structural elements, mechanical systems, parking and loading areas, and all
such buildings and improvements are in good operating condition and repair.

(e) Compliance with the Law. To the best of Merkert's knowledge, neither
Merkert nor any Merkert Subsidiary has received any notice from any
governmental authority of any violation of any law, ordinance, regulation,
license, permit or authorization issued with respect to any Real Property and
no such violation exists, in either case, which could reasonably be expected to
have a Merkert Material Adverse Effect. All improvements located on or
constituting part of the Real Property and their use and operation by Merkert
and the Merkert Subsidiaries are in compliance in all material respects with
all applicable laws, ordinances, regulations, licenses, permits and
authorizations, except as set forth in Section 5.4 of the Merkert Disclosure
Letter. No approval or consent to the transactions contemplated by this
Agreement is required of any governmental authority with jurisdiction over any
aspect of the Real Property or its use or operations, except where the failure
to obtain such approval or consent would not have a Merkert Material Adverse
Effect. Neither Merkert nor any Merkert Subsidiary has received any notice of
any material real estate tax deficiency or assessment which has not been
satisfied or is aware of any proposed material deficiency, claim or assessment
with respect to any of the Real Property, or any pending or threatened
condemnation thereof.

5.5 Contracts. Except as set forth in Section 5.5 of the Merkert Disclosure
Letter, neither Merkert nor any of the Merkert Subsidiaries is in default under
any Merkert Material Contract or has any knowledge of conditions or facts
which, with notice or the passage of time, or both, would give rise to such a
default, except for such defaults which, individually or in the aggregate,
could not reasonably be expected to have a Merkert Material Adverse Effect. To
the knowledge of Merkert, no third party under any Merkert Material Contract is
in default thereunder and there is no event which, with notice or the passage
of time, or both, would give rise to such a default. Except as set forth in
Section 5.5 of the Merkert Disclosure Letter, each Merkert Material Contract
has been duly authorized and executed by Merkert, is in full force and effect
and is enforceable by Merkert in accordance with its terms, except where the
failure to be so would not have a Merkert Material Adverse Effect. For purposes
of this Agreement, the term "Merkert Material Contract" shall include the
following:

(b) any employment contract or contract for services which is not
terminable within 30 days by Merkert or an Merkert Subsidiary without liability
for any penalty or severance payment;

(c) any contract or agreement under which, as of the date of this
Agreement, Merkert or any of the Merkert Subsidiaries has unpaid obligations of
$100,000 or more, except contracts and agreements specifically disclosed
elsewhere under this Agreement;

(d) any contract or agreement involving more than $100,000 of unpaid
obligations of Merkert or any of the Merkert Subsidiaries as of the date of
this Agreement which, by its terms, does not terminate or is not terminable
without penalty by Merkert or an Merkert Subsidiary or their successors within
one year after the date hereof;

(e) any contract or agreement for the sale or lease of its products or
services not made in the ordinary course of business;

(f) any contract containing covenants limiting the freedom of Merkert or
any of the Merkert Subsidiaries to compete in any line of business or with any
person or entity other than as is standard in the food brokerage industry;

(g) any contract or agreement for the purchase of any fixed asset for a
price in excess of $100,000 whether or not such purchase is in the ordinary
course of business;

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(h) any license agreement (as licensor or licensee);

(i) any indenture, mortgage, promissory note, loan agreement, guaranty or
other agreement or commitment for the borrowing of money not otherwise
disclosed in the Merkert SEC Reports (including, if applicable, a description
on any prepayment penalties or similar obligations); or

(j) any contract or agreement with any officer, employee, director or
stockholder of Merkert or any of the Merkert Subsidiaries or with any persons
or organizations controlled by or affiliated with any of them.

5.6 Transactions with Interested Persons. Except as disclosed in the Merkert
SEC Report (as hereinafter defined) or as set forth in Section 5.6 of the
Merkert Disclosure Letter hereto, neither Merkert, nor any affiliate of
Merkert, (i) owns directly or indirectly on an individual or joint basis any
material interest in, or serves as an officer or director or in another similar
capacity of, any competitor or supplier of Merkert or any of the Merkert
Subsidiaries, or any organization which has a material contract or arrangement
with Merkert or any of the Merkert Subsidiaries or (ii) has directly or
indirectly engaged in any transaction involving any lease or transfer of any
material (measured at the time of such transaction or as of the date hereof)
cash, property or rights to or from Merkert or any of the Merkert Subsidiaries
from, to or for the benefit of any affiliate of Merkert or any of the Merkert
Subsidiaries.

5.7 Employee Benefit Programs Employee Benefit Programs.

(a) Section 5.7 of the Merkert Disclosure Letter sets forth a list of
every material and significant Employee Program that is currently maintained by
Merkert or an Affiliate of Merkert (a "Merkert Affiliate") ("Merkert Employee
Programs").

(b) Each Merkert Employee Program which has been intended to qualify under
Section 401(a) or 501(c)(9) of the Code has received a favorable determination
or approval letter from the IRS regarding its qualification under such section
and except as disclosed in Section 5.7 of the Merkert Disclosure Letter has, in
fact, been qualified under the applicable section of the Code from the
effective date of such Merkert Employee Program through and including the
Closing Date (or, if earlier, the date that such Merkert Employee Program). No
event or omission has occurred which would cause any such Merkert Employee
Program to lose its qualification under the applicable Code section.

(c) Neither Merkert nor any Merkert Affiliate knows, nor should any of
them reasonably know, of any material failure of any party to comply with any
laws applicable with respect to the Merkert Employee Programs. With respect to
any Merkert Employee Program, there has been no (i) "prohibited transaction,"
as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure
to comply with any provision of ERISA, other applicable law, or any agreement,
or (iii) non-deductible contribution, which, in the case of any of (i), (ii),
or (iii), could subject Merkert or any Merkert Affiliate to material liability
either directly or indirectly (including, without limitation, through any
obligation of indemnification or contribution) for any damages, penalties, or
taxes, or any other loss or expense. No litigation or governmental
administrative proceeding (or investigation) or other proceeding (other than
those relating to routine claims for benefits) is pending or, to the knowledge
of Merkert, threatened with respect to any such Merkert Employee Program.

(d) Except as disclosed in Section 5.7 of the Merkert Disclosure Letter,
during the last 3 years, neither Merkert nor any Merkert Affiliate (i) has
maintained any Employee Program which has been subject to title IV of ERISA or
Code Section 412 (a "Merkert Title IV Plan"), including, but not limited to,
any Multiemployer Plan, (ii) has provided health care or any other non-pension
benefits to any employees after their employment is terminated (other than as
required by part 6 of subtitle B of title I of ERISA), or has promised to
provide such post-termination benefits, for a period longer than 12 months or
(iii) has provided health care or any other non-pension benefits to any
individuals who were previously employed by entities acquired by Merkert prior
to the date of this Agreement for a period longer than 12 months.

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(e) With respect to each Merkert Employee Program, complete and correct
copies of the following documents (if applicable to such Merkert Employee
Program) have previously been delivered to RMSI: (i) all documents embodying or
governing such Merkert Employee Program, and any funding medium for the Merkert
Employee Program (including, without limitation, trust agreements) as they may
have been amended to the date hereof; (ii) the most recent IRS determination or
approval letter with respect to such Merkert Employee Program under Code
Section 401(a) or 501(c)(9), and any applications for determination or approval
subsequently filed with the IRS; (iii) the three most recently filed IRS Forms
5500, with all applicable schedules and accountants' opinions attached thereto;
(iv) the three most recent actuarial valuation reports completed with respect
to such Merkert Employee Program; (v) the summary plan description for such
Merkert Employee Program (or other descriptions of such Merkert Employee
Program provided to employees) and all modifications thereto; (vi) any
insurance policy (including any fiduciary liability insurance policy or
fidelity bond) related to such Merkert Employee Program; (vii) any registration
statement or other filing made pursuant to any federal or state securities law
and (viii) all correspondence to and from any state or federal agency within
the last three years.

(f) Each Merkert Employee Program may be amended, terminated, or otherwise
modified by Merkert to the greatest extent permitted by applicable law,
including the elimination of any and all future benefit accruals under any
Merkert Employee Program and, except as disclosed on Section 5.7 of the Merkert
Disclosure Letter, no condition exists which would limit the right of Merkert
or the Merkert Affiliate to so amend, terminate or otherwise modify such
Merkert Employee Program.

(g) No liability under Title IV or Section 302 of ERISA has been incurred
by Merkert or any Merkert Affiliate that has not been satisfied in full and no
condition exists that presents a material risk to Merkert or any Merkert
Affiliate of incurring any such liability, other than liability for premiums
due to the PBGC (which premiums have been paid when due).

(h) The PBGC has not instituted proceedings to terminate any Merkert Title
IV Plan and no condition exists that presents a material risk that such
proceedings will be instituted.

(i) Except as disclosed in Section 5.7 of the Merkert Disclosure Letter,
with respect to each Merkert Title IV Plan, the present value of accrued
benefits under such plan, based upon the actuarial assumptions used for funding
purposes in the most recent actuarial report prepared by such plan's actuary
with respect to such plan, did not exceed, as of its latest valuation date, the
then current value of the assets of such plan allocable to such accrued
benefits.

(j) No Merkert Title IV Plan or any trust established there under has
incurred any "accumulated funding deficiency" (as defined in Section 302 of
ERISA and Section 412 of the Code), whether or not waived, as of the last day
of the most recent fiscal year of each Merkert Title IV Plan ended prior to the
Closing Date.

(k) No amounts payable under the Merkert Employee Programs will fail to be
deductible for federal income tax purposes by virtue of Section 162(a)(1),
162(m) or 280G of the Code.

5.8 Intentionally Omitted

5.9 No Payments to Employees, Officers and Directors. Section 5.9 of the
Merkert Disclosure Letter contains a true and complete list of all
arrangements, agreements or plans pursuant to which any cash or non-cash
payments or other obligation will become payable, accelerate the time of
payment or vesting or increase any amount currently payable (and the maximum
aggregate amount which may be payable thereunder) to each employee, officer or
director of Merkert or any Merkert Subsidiary as a result of the Merger
(assuming no termination of service).

5.10 Taxes. Except as set forth in Section 5.10 of the Merkert Disclosure
Letter:

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(a) Merkert and each of the Merkert Subsidiaries have timely filed all
income and other material Tax Returns required to be filed by them through the
date hereof in a manner correct and complete in all material respects and have
timely paid or caused to be paid all Taxes shown as due on such Tax Returns and
all income and other material Taxes otherwise required to be paid by them
through the date hereof whether disputed or not.

(b) On or before the Closing Date, Merkert and each of the Merkert
Subsidiaries shall have paid all income and other material Taxes (whether or
not shown on any Tax Return) required to be paid by them on or before the
Closing Date whether disputed or not and shall have accrued or made full,
adequate and complete provision on their books as required by GAAP for all
income and other material Taxes (whether or not shown on any Tax Return) not
required to be paid by them on or before the Closing Date.

(c) No Tax Authority is now asserting or, to the best knowledge of
Merkert, threatening to assert against Merkert or any of the Merkert
Subsidiaries any deficiency or claim for Taxes. No claim for unpaid income
taxes or for other unpaid material Taxes has become a lien or encumbrance of
any kind against any material asset of Merkert or any of the Merkert
Subsidiaries except for statutory liens for such Taxes that are not yet due.
Neither Merkert nor any of the Merkert Subsidiaries has entered into a closing
agreement pursuant to Section 7121 of the Code after December 31, 1990.

(d) Merkert and the Merkert Subsidiaries have previously delivered or made
available to RMSI complete and accurate copies of (1) all audit reports,
revenue agent reports, requests for letter rulings, letter rulings, technical
advice memoranda and similar documents issued by all Tax Authorities relating
to Taxes, (2) all income Tax Returns filed by Merkert or any of the Merkert
Subsidiaries with respect to taxable periods beginning after December 31, 1990
and (3) any closing agreements (and any exhibits thereto) entered into by
Merkert or any of the Merkert Subsidiaries as of the date hereof. Merkert will
deliver or make available to RMSI any documents mentioned in the preceding
sentence that become available to Merkert or any of the Merkert Subsidiaries
after the date hereof and on or before the Closing Date.

(e) There has not been any audit of any tax return filed by Merkert or any
of the Merkert Subsidiaries with respect to any taxable year beginning after
December 31, 1990, no such audit is in progress, and neither Merkert nor any of
the Merkert Subsidiaries has been notified by any Tax Authority that any such
audit is contemplated or pending. Neither Merkert nor any of the Merkert
Subsidiaries has requested or received an extension of time with respect to any
date on which a tax return was or is to be filed by Merkert or any of the
Merkert Subsidiaries and there is no extension, waiver or agreement for the
extension of time for the assessment or payment of any Taxes owed (or alleged
to be owed) by Merkert or any of the Merkert Subsidiaries.

(f) No power of attorney has been granted by or with respect to Merkert or
any of the Merkert Subsidiaries with respect to any matter relating to Taxes.

(g) There are no agreements or understandings relating to Taxes between
Merkert or any of the Merkert Subsidiaries and any other party affecting or
which could affect Merkert or any of the Merkert Subsidiaries by which Merkert
or any of the Merkert Subsidiaries will be bound after the Closing Date or
which could affect the computation of Taxes by Merkert or any of the Merkert
Subsidiaries.

5.11 Tax-Free Treatment. Neither Merkert nor any of the Merkert Subsidiaries
has taken or caused to be taken any action which would cause the Merger to fail
to qualify as a Reorganization under Section 368(a) of the Code.

5.12 Proxy Statement. On the date the Proxy Statement (as defined in Section
6.7 hereof) is mailed to Merkert's stockholders, none of the information
supplied in writing by or on behalf of Merkert for inclusion in the Proxy
Statement will be false or misleading with respect to any material fact or will
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the

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circumstances under which they are made, not misleading or necessary to correct
any statement in any earlier communication with respect to the stockholders'
meeting or the solicitation of proxies therefore which has become false or
misleading. Notwithstanding the foregoing, Merkert makes no representation or
warranty with respect to information supplied by RMSI or any of its affiliates
or representatives in writing for inclusion in the Proxy Statement.

5.13 SEC Documents. As of the date it was declared effective by the SEC,
Merkert's Registration Statement on Form S-1 (Registration No. 333-53419), as
amended (the "S-1"), (i) complied as to form in all material respects with the
applicable requirements of the Securities Act and the Exchange Act and (ii) did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. As of its date of filing, Merkert's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 filed with the SEC on March 31, 1999
(the "Merkert SEC Report") (i) complied as to form in all material respects
with the applicable requirements of the Securities Act and the Exchange Act and
(ii) did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the parties hereto acknowledge that the
Merkert SEC Report does not contain any information or disclosure relating to
this Agreement and the transactions contemplated thereby, including the Merger.
There is no material fact existing today directly relating to the business,
operations or condition of Merkert (other than facts which relate to general
economic trends or conditions or general conditions affecting the industries in
which Merkert or the Merkert Subsidiaries operate) that is reasonably likely to
have a Merkert Material Adverse Effect, that has not been set forth in the
Merkert SEC Report or the Merkert Disclosure Letter; provided that the loss of,
or a reduction in revenues from, one or more customers or principals shall be
deemed not to have a Merkert Material Adverse Effect, unless the loss of, or
reductions in revenues from, such customers or principals, individually or in
the aggregate, constitute a Material Customer Loss. A true and complete copy of
the Merkert SEC Report has been delivered to RMSI. Each of the consolidated
balance sheets of Merkert included in or incorporated by reference into the
Merkert SEC Report and the S-1 (including the related notes and schedules)
fairly presents the consolidated financial position of Merkert and the Merkert
Subsidiaries as of its date and each of the consolidated statements of income,
retained earnings and cash flows of Merkert included in or incorporated by
reference into the Merkert SEC Report and the S-1 (including any related notes
and schedules) fairly presents the results of operations, retained earnings or
cash flows, as the case may be, of Merkert and the Merkert Subsidiaries for the
periods set forth therein (subject, in the case of unaudited statements, to
normal year-end audit adjustments which would not be material in amount or
effect), in each case in accordance with generally accepted accounting
principles consistently applied during the periods involved, except, in the
case of the unaudited statements, as permitted by Form 10-Q pursuant to Section
13 or 15(d) of the Exchange Act.

5.14 No Brokers. Except as disclosed in Section 5.14 of the Merkert
Disclosure Letter, neither Merkert nor any Merkert Subsidiary has entered into
any contract, arrangement or understanding with any person or firm which may
result in the obligation of such entity, RMSI or Merkert to pay any finder's
fees, brokerage or agent's commissions, advisory fee or other like payments
relating to or in connection with the negotiations leading to this Agreement or
the consummation of the transactions contemplated hereby.

5.15 Litigation. There is no litigation or governmental or administrative
proceeding, arbitration or investigation pending or, to the knowledge of
Merkert, threatened against Merkert or the Merkert Subsidiaries which, either
individually or in the aggregate, is reasonably likely to have a Merkert
Material Adverse Effect on Merkert and the Merkert Subsidiaries taken as a
whole, or which would prevent or hinder the consummation of the transactions
contemplated by this Agreement.

5.16 Absence of Certain Changes. Except as disclosed in Section 5.16 of the
Merkert Disclosure Letter, since December 31, 1998 there has not been any
change in the financial condition, properties, assets, liabilities, business or
operations of Merkert, which change by itself or in conjunction with all other
such changes, whether or not arising in the ordinary course of business, has
had a Merkert Material Adverse Effect;

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provided that no decrease in the reported price of Merkert Common Stock shall
in any event constitute a Merkert Material Adverse Effect under any provision
of this Agreement; provided further that the loss of, or a reduction in
revenues from, one or more customers or principals shall be deemed not to have
a Merkert Material Adverse Effect under any provision of this Agreement, unless
the loss of, or reduction in revenues from, such customers or principals,
individually or in the aggregate, constitute a Material Customer Loss.

5.17 Disclosure. The representations, warranties and statements contained or
referred to in this Agreement and in the certificates, exhibits and the Merkert
Disclosure Letter delivered by Merkert pursuant to this Agreement (including
the Merkert SEC Report) to RMSI do not contain any untrue statement of a
material fact, and, when taken together, do not omit to state a material fact
required to be stated therein or necessary in order to make such
representations, warranties or statements not misleading in light of the
circumstances under which they were made.

5.18 Undisclosed Liabilities. Except as and to the extent reflected,
reserved against or otherwise specifically disclosed in the Merkert SEC Report
and the Merkert Disclosure Letter, neither Merkert nor any Merkert Subsidiary
has any liabilities or obligations of any kind required to be disclosed in
accordance with GAAP applied on a basis consistent with past practice, whether
accrued, absolute, known or unknown, asserted or unasserted, contingent or
otherwise which could reasonably be expected to have, individually or in the
aggregate, a Merkert Material Adverse Effect.

5.19 Customers and Principals. Except as disclosed in Section 5.16 of the
Merkert Disclosure Letter, as of the date hereof, Merkert has no knowledge of
(i) any loss since December 31, 1998 or any currently threatened loss of any
material customer or principal, other than losses or threatened losses arising
out of, resulting from or relating to the execution or consummation of this
Agreement or the transactions contemplated thereby, or (ii) any pending
bankruptcy filing, insolvency or material adverse change in the financial
position of any material customer or principal.

5.20 Receivables. All of Merkert's accounts receivable arose from bona fide
transactions in the ordinary course of business, are valid and collectible
obligations of the respective makers thereof and were not and are not subject
to any offset or counter-claim, except for the amount reserved for doubtful
accounts set forth on (i) prior to the availability of Merkert's consolidated
unaudited financial statements for the quarter ended March 31, 1999, Merkert's
consolidated audited financial statements for the year ended December 31, 1998,
and (ii) after Merkert's consolidated unaudited financial statements for the
quarter ended March 31, 1999 become available, Merkert's consolidated unaudited
financial statements for the quarter ended March 31, 1999 (the "Merkert
Financials"). Merkert's accounts receivable are reflected on the Merkert
Financials in accordance with GAAP (as defined herein) applied on a basis
consistent with past practice. Since the date of the Merkert Financials, there
have not been any material write-offs as uncollectible of any of Merkert's
accounts receivable, except for write-offs in the ordinary course of business
and consistent with past practice.

5.21 Definition of Merkert's Knowledge. As used in this Agreement, the
phrase "to the knowledge of Merkert" or "to the best knowledge of Merkert" (or
words of similar import) means the actual knowledge of Gerald R. Leonard, James
L. Monroe, Joseph T. Casey or Sidney D. Rogers.

5.22 Opinion of Financial Advisor. The Special Committee has received the
opinion of Tucker Anthony Cleary Gull, its financial advisor, substantially to
the effect that the Merger is fair to Merkert from a financial point of view, a
copy of which will be provided to RMSI.

ARTICLE 6. COVENANTS

6.1 Acquisition Proposals.

(a) RMSI represents and warrants that it has terminated any discussions or
negotiations relating to, or that may reasonably be expected to lead to, any
Acquisition Proposal (as defined below). From and after the date hereof until
the termination of this Agreement, RMSI shall not, nor shall it permit any of
the RMSI

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Subsidiaries to, nor shall it authorize or permit any officer, director,
employee, agent, advisor or representative of RMSI or any of the RMSI
Subsidiaries to, directly or indirectly (i) solicit, initiate or encourage the
submission of, any inquiries, proposals or offers from any person relating to
an Acquisition Proposal, (ii) enter into any agreement with respect to any
Acquisition Proposal, or (iii) enter into, engage in, or participate or
continue in, any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or would
reasonably be expected to lead to, any Acquisition Proposal.

(b) Merkert represents and warrants that it has terminated any discussions
or negotiations relating to, or that may reasonably be expected to lead to, any
Acquisition Proposal (as defined below). From and after the date hereof until
the termination of this Agreement, Merkert shall not, nor shall it permit any
of the Merkert Subsidiaries to, nor shall it authorize or permit any officer,
director, employee, agent, advisor or representative of Merkert or any of the
Merkert Subsidiaries to, directly or indirectly (i) solicit, initiate or
encourage the submission of, any inquiries, proposals or offers from any person
relating to an Acquisition Proposal, (ii) enter into any agreement with respect
to any Acquisition Proposal, or (iii) enter into, engage in, or participate or
continue in, any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or would
reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding
anything to the contrary in this Agreement, Merkert may (A) furnish information
to, or participate in discussions or negotiations with, any person or entity
that makes bona fide, written, unsolicited Acquisition Proposal for which
financing, to the extent required to consummate the Acquisition Proposal, is
then fully and unconditionally committed in writing or is, in the good faith
judgment of the Merkert Board of Directors, likely to be obtained, with respect
to Merkert if the Board of Directors of Merkert determines in good faith (i)
after receiving the advice of outside counsel and (ii) after receiving the
advice of the financial advisor to the directors that such Acquisition
Proposal, if accepted, is reasonably likely to be completed, taking into
account all legal, financial, regulatory and other aspects of the Acquisition
Proposal and the person making the Acquisition Proposal and that would, if
consummated, result in a transaction more favorable to Merkert's stockholders
from a financial point of view than the transaction contemplated by this
Agreement (any such Acquisition Proposal, a "Superior Proposal"); provided,
however, that prior to Merkert's furnishing such information or participating
in such discussions or negotiations, such person or entity shall have executed
a confidentiality and standstill agreement with Merkert having terms
substantially similar to those contained in that certain
exclusivity/confidentiality agreement, dated March 10, 1999 between Merkert and
RMSI (the "Confidentiality Agreement"), and (B) comply with Rules 14d-9 and
14e-2 promulgated under the Exchange Act with respect to an Acquisition
Proposal.

(c) As used herein, the term "Acquisition Proposal" shall mean, with
respect to any person, any proposal or offer for a (i) merger, consolidation or
similar transaction involving such person, (ii) sale, lease or other
disposition, directly or indirectly, by merger, consolidation, share exchange
or otherwise, of any assets of such person or their subsidiaries representing
15% or more of the consolidated assets of such person and their subsidiaries,
(iii) issue, sale or other disposition of (including by way of merger,
consolidation, share exchange or any similar transaction) securities (or
options, rights or warrants to purchase, or securities convertible into, such
securities) representing 15% or more of the votes attached to the outstanding
securities of such person, (iv) transaction in which any person shall acquire
beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange
Act), or the right to acquire beneficial ownership, or any "group" (as such
term is defined under the Exchange Act) shall have been formed which
beneficially owns or has the right to acquire beneficial ownership of, 15% or
more of the outstanding shares of such person's capital stock or (v)
recapitalization, restructuring, liquidation or dissolution with respect to
such person or their subsidiaries; provided, however, that the term
"Acquisition Proposal" shall not include the Merger and the transactions
contemplated thereby.

(d) Merkert and RMSI shall immediately advise the other party orally and
in writing of any Acquisition Proposal made to it or made after the date
hereof, including the terms thereof and any changes thereto and any termination
thereof, or any inquiry, proposal or discussion regarding any such Acquisition
Proposal, the identity of the person making such Acquisition Proposal or
inquiry, proposal or discussion, the

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material terms thereof. After the receipt by Merkert of an Acquisition
Proposal, Merkert shall, unless prohibited by law from doing so, keep RMSI
informed on a current basis of the status of any such inquiry, proposal or
discussion.

(e) Prior to the vote on this Agreement at the Merkert Stockholders
Meeting, the Board of Directors of Merkert, at any time 48 hours following
notification to RMSI of Merkert's intention to do so and only if Merkert shall
have otherwise complied with its obligations under this Section 6.1, may
withdraw or modify its approval or recommendation of the Merger, terminate this
Agreement, and cause Merkert to enter into any agreement with respect to a
Superior Proposal, provided it shall pay or cause to be paid to RMSI the
Termination Amount. If Merkert shall have notified RMSI of its intent to enter
into an agreement with respect to a Superior Proposal in compliance with the
preceding sentence, and has otherwise complied with that sentence, Merkert may
enter into an agreement with respect to such Superior Proposal (with the person
making the Superior Proposal and on terms no less favorable than those
specified in the notification to RMSI) after the expiration of such 48 hour
period.

6.2 Conduct of Businesses.

(a) Conduct by Merkert and RMSI. Prior to the Effective Time, unless the
other party has consented in writing thereto or unless otherwise specifically
permitted by this Agreement and except for those matters set forth in Schedule
6.2 attached hereto, Merkert and RMSI:

(i) shall use their respective reasonable best efforts, and shall
cause each of their respective subsidiaries to use their reasonable best
efforts, to preserve intact their business organizations and goodwill and
keep available the services of their respective executive officers and
material employees, their customers and principals and others having
business relations with Merkert or RMSI, as applicable;

(ii) shall confer on a regular basis with one or more representatives
of the other party to report on material operational matters and any
proposals to engage in material transactions;

(iii) shall promptly notify the other party of any material emergency
or other material change in the condition (financial or otherwise),
business, properties, assets, liabilities, prospects or the normal course
of their businesses or in the operation of their properties, any material
governmental complaints, investigations or hearings (or communications
indicating that the same may be contemplated), or the breach in any
material respect of any representation or warranty contained herein;

(iv) shall promptly deliver to the other party true and correct copies
of any report, statement or schedule filed by or with respect to it with
the SEC subsequent to the date of this Agreement and copies of all
correspondence with the SEC relating thereto;

(v) shall, and shall cause each of their respective subsidiaries to,
conduct its operations according to their usual, regular and ordinary
course in substantially the same manner as heretofore conducted and refrain
from changing or introducing any method of financial or tax accounting,
management or operations except in the ordinary course of business and
consistent with past practices, subject to clauses (vi)-(xix) below;

(vi) shall not amend their respective certificate of incorporation or
bylaws, and shall cause each of their respective subsidiaries not to amend
their charter, bylaws, joint venture documents, partnership agreements or
equivalent documents;

(vii) shall not (A) issue any shares of its capital stock, effect any
stock split, reverse stock split, stock dividend, recapitalization or other
similar transaction, (B) grant, confer or award any option, warrant,
conversion right or other right not existing on the date hereof to acquire
any shares of its capital stock or grant any stock appreciation rights, (C)
increase any compensation, other than in the ordinary course of business
consistent with past practice, or enter into or amend any employment
agreement with any of their

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present or future officers or directors, or (D) adopt any new employee
benefit plan (including any stock option, stock appreciation right, stock
benefit or stock purchase plan) or amend any of their benefit plans in any
material respect, except for changes which are not more favorable to
participants in such plans or are otherwise required to comply with
applicable law;

(viii) shall not (A) declare, set aside or pay any dividend or make
any other distribution or payment with respect to any shares of its capital
stock, or (B) directly or indirectly redeem, purchase or otherwise acquire
any shares of their respective capital stock or capital stock of any or
their respective subsidiaries, or make any commitment for any such action;

(ix) shall not, and shall cause all of their respective subsidiaries
not to, sell, lease or otherwise dispose of, or agree to the sale, lease or
other disposition of any of their assets or properties which are material,
individually or in the aggregate, or any of the capital stock of, or
partnership or other interests owned by, Merkert, RMSI or any of their
subsidiaries except in the ordinary course of business;

(x) shall not, and shall not authorize or give any of their respective
subsidiaries consent to, make any loans, advances or capital contributions
to, or investments in, any other person other than loans and advances to
employees relating to the incurrence of expenses in the ordinary course
consistent with past practices;

(xi) shall not, and shall not permit any of their respective
subsidiaries to, pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the
ordinary course of business consistent with past practice or in accordance
with their terms, of liabilities reflected or reserved against in, or
contemplated by, the most recent consolidated financial statements (or the
notes thereto) of RMSI included in the RMSI SEC Report or of Merkert
included in the Merkert SEC Reports, as applicable, or incurred in the
ordinary course of business consistent with past practice or entered into
in accordance with this Agreement or the settlement of claims and
litigation in the ordinary course of business;

(xii) shall not, and shall cause all of their respective subsidiaries
not to, enter into any commitment not provided for in their respective
capital expenditure budgets which may result in total payments or liability
by it in excess of $100,000 per year (provided, however, that nothing
contained in this clause (xii) shall permit Merkert or RMSI, as applicable,
or any of their respective subsidiaries to take any action prohibited by
the other provisions of this Section 6.2), other than commitments for
expenses of attorneys, accountants and investment bankers incurred in
connection with the transactions contemplated by this Agreement or, if and
to the extent consistent with this Agreement, any Acquisition Proposal; and

(xiii) shall not, and shall cause all of their respective subsidiaries
not to, engage in any discussions relating to, make any proposal or offer
relating to, or enter into any agreement with respect to, any acquisition
or purchase by Merkert or RMSI, as applicable, or any of their respective
subsidiaries of all or a significant portion of the assets of, or any
capital stock or other equity interest in, any entity, or any merger,
consolidation, business combination or similar transaction involving
Merkert or RMSI, as applicable, or any of their respective subsidiaries,
other than in connection with the pending transactions listed on Schedule
6.2(a)(xiii) contained in their respective Disclosure Letters;

(xiv) shall not, and shall cause all of their respective subsidiaries
not to, make any purchase of any product, asset or property other than in
the ordinary course of business, or mortgage, pledge, subject to a lien or
otherwise encumber any of its properties or assets other than in the
ordinary course of business, other than in connection with the pending
transactions listed on Schedule 6.2(a)(xiii) contained in their respective
Disclosure Letters;

(xv) shall not, and shall cause all of their respective subsidiaries
not to, incur any contingent liability as a guarantor or otherwise with
respect to the obligations of others, or incur any other indebtedness or
contingent or fixed obligations or liabilities except in the ordinary
course of business;

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(xvi) shall not, and shall cause all of their respective subsidiaries
not to, make any change in the compensation payable or to become payable to
any of their respective officers, employees, agents or independent
contractors other than increases in the ordinary course of business
consistent with past practices, provided that no compensation payable to
any of Merkert's or RMSI's officers, employees, agents, or independent
contractors shall be increased by more than 5% of the compensation received
by such person for the calendar year ending December 31, 1998;

(xvii) shall have, and shall cause all of their respective
subsidiaries to have, in effect and maintain at all times all insurance of
the kind and in the amount it currently carries or equivalent insurance
with any substitute insurers approved in writing by the other party;

(xviii) shall permit, and shall cause all of their respective
subsidiaries to permit the other party and its authorized representatives
to have full access to all its properties, assets, records, Tax Returns,
contracts and documents and furnish to the other party or its authorized
representatives such financial and other information with respect to its
business or properties as the other party may from time to time reasonably
request; and

(xix) shall not, and shall cause all of their respective subsidiaries
not to, make any material Tax elections, settle or compromise any Tax
liability with any Taxing Authority or file any amended Tax Return or claim
for refund.

Any request for consent of Merkert under this Section 6.2 shall be directed
to Gerald R. Leonard at the address set forth for Merkert in Section 9.2
hereof, with copies to Stuart M. Cable, P.C. at the address set forth for
Goodwin, Procter & Hoar LLP set forth in Section 9.2 hereof. Any request for
consent of RMSI under this Section 6.2 shall be directed to Ronald D. Pedersen
at the address set forth for RMSI in Section 9.2 hereof, with copies to Eileen
Nugent Simon, Esq. at the address set forth for Skadden, Arps, Slate, Meagher &
Flom LLP set forth in Section 9.2 hereof.

6.3 Meeting of Stockholders. Promptly following execution of this Agreement,
each of Merkert and RMSI will take all action necessary in accordance with
applicable law and their respective charter and bylaws to convene a meeting of
their respective stockholders as promptly as practicable to consider and vote
upon the approval of this Agreement and the consummation of the transactions
contemplated hereby. The Board of Directors of each of Merkert and RMSI has
recommended that their respective stockholders approve this Agreement and the
transactions contemplated hereby and each of Merkert and RMSI shall use their
reasonable best efforts to obtain such approval, including, without limitation,
by timely mailing the Proxy Statement (as defined in Section 6.7 hereof) to
Merkert's stockholders; provided, however, that nothing contained in this
Section 6.3 shall prohibit the Board of Directors of Merkert from changing such
recommendation or using their reasonable best efforts to obtain such approval
if the Board of Directors of Merkert has determined in good faith, after
consultation with and in reliance upon the advice of Goodwin, Procter & Hoar
LLP, or another nationally recognized firm selected by Merkert, that the
failure to do so would be a violation of such Board of Directors' fiduciary
duties to its stockholders under applicable law. It shall be a condition to the
mailing of the Proxy Statement that (i) Merkert shall have received a "comfort"
letter from Ernst & Young, L.L.P., independent public accountants for RMSI,
dated as of a date within two business days before the date on which the Proxy
Statement, with respect to the financial statements of RMSI included or
incorporated in the Proxy Statement is first mailed to stockholders, in form
and substance reasonably satisfactory to Merkert, and customary in scope and
substance for "comfort" letters delivered by independent public accountants in
connection with proxy statements similar to the Proxy Statement; and (ii) RMSI
shall have received a "comfort" letter from Arthur Andersen LLP, independent
public accountants for Merkert, dated as of a date within two business days
before the date on which the Proxy Statement, with respect to the financial
statements of Merkert included or incorporated in the Proxy Statement is first
mailed to stockholders, in form and substance reasonably satisfactory to RMSI,
and customary in scope and substance for "comfort" letters delivered by
independent public accountants in connection with proxy statements similar to
the Proxy Statement.

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6.4 Filings; Other Action. Subject to the terms and conditions herein
provided, RMSI and Merkert shall: (a) use all reasonable best efforts to
cooperate with one another in (i) determining which filings are required to be
made prior to the Effective Time with, and which consents, approvals, permits
or authorizations are required to be obtained prior to the Effective Time from,
governmental or regulatory authorities of the United States, the several
states, and foreign jurisdictions and any third parties in connection with the
execution and delivery of this Agreement and the other agreements contemplated
hereby (the "Ancillary Agreements") and the consummation of the transactions
contemplated by such agreements and (ii) timely making all such filings and
timely seeking all such consents, approvals, permits or authorizations; (b) use
all reasonable best efforts to obtain in writing any consents required from
third parties to effectuate the Merger and the transactions contemplated hereby
and by the Ancillary Agreements, including without limitation the required
consents set forth on Schedule 7.3(g), in form and substance reasonably
satisfactory to each of RMSI and Merkert; and (c) use all reasonable best
efforts to take, or cause to be taken, all other action and do, or cause to be
done, all other things necessary, proper or appropriate to consummate and make
effective the transactions contemplated by this Agreement, and the other
Ancillary Agreements. If, at any time after the Effective Time, any further
action is necessary or desirable to carry out the purpose of this Agreement or
the Ancillary Agreements, the proper officers and directors of Merkert and RMSI
shall take all such necessary action. Merkert and RMSI shall cooperate with all
reasonable requests of the other parties hereto and their counsel in connection
with the consummation of the transactions contemplated hereby.

6.5 Access to Information.

(a) Upon reasonable notice to the other, Merkert and RMSI shall (and shall
cause their respective subsidiaries to) afford to the officers, employees,
accountants, counsel and other representatives of the others, reasonable
access, during normal business hours during the period from the date hereof to
the Effective Time, to all its properties, books, contracts, commitments and
records and permit such persons to make such inspections as they may reasonably
require, and during such period, Merkert and RMSI shall (and cause their
respective subsidiaries to) furnish promptly to the others all information
concerning its business, properties, personnel and accountants as the others
may reasonably request.

(b) RMSI agrees that, unless and until the Closing has been consummated,
RMSI and their officers, directors, agents and representatives will hold in
strict confidence, and will not use, any confidential or proprietary data or
information obtained from Merkert with respect to its business or financial
condition except for the purpose of evaluating, negotiating and completing the
transaction contemplated hereby. Information that (i) is or becomes generally
available to the public as a result of disclosure by Merkert or its
representatives, (ii) was available to RMSI on a non-confidential basis prior
to its disclosure to RMSI by Merkert, (iii) becomes available to RMSI on a non-
confidential basis from a source other than Merkert or its representatives
provided that such source is not bound by a confidentiality Agreement with
Merkert or its representatives or (iv) was developed by RMSI independently and
without any use of information provided by or obtained from Merkert shall not
be deemed confidential or proprietary information for purposes of this
agreement. If the transaction contemplated by this Agreement is not
consummated, RMSI will return to Merkert (or certify that they have destroyed)
all copies of such data and information, including but not limited to financial
information, customer lists, business and corporate records, worksheets, test
reports, Tax Returns, lists, memoranda, and other documents prepared by or made
available to RMSI in connection with the transaction.

(c) Merkert agrees that, unless and until the Closing has been
consummated, Merkert and their officers, directors, agents and representatives
will hold in strict confidence, and will not use, any confidential or
proprietary data or information obtained from RMSI with respect to its business
or financial condition except for the purpose of evaluating, negotiating and
completing the transaction contemplated hereby. Information that (i) is or
becomes generally available to the public as a result of disclosure by RMSI or
its representatives, (ii) was available to Merkert on a non-confidential basis
prior to its disclosure to Merkert by RMSI, (iii) becomes available to Merkert
on a non-confidential basis from a source other than RMSI or its
representatives provided that such source is not bound by a confidentiality
agreement with RMSI or its representatives or (iv) was developed by Merkert
independently and without any use of information provided by or obtained from
RMSI

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shall not be deemed confidential or proprietary information for purposes of
this Agreement. If the transaction contemplated by this Agreement is not
consummated, Merkert will return to RMSI (or certify that they have destroyed)
all copies of such data and information, including but not limited to financial
information, customer lists, business and corporate records, worksheets, test
reports, Tax Returns, lists, memoranda, and other documents prepared by or made
available to Merkert in connection with the transaction.

6.6 Publicity. Merkert and RMSI shall consult with each other before issuing
any press release or otherwise making any public statements with respect to
this Agreement, the Ancillary Agreements, or any transaction contemplated
hereby and thereby and shall not issue any such press release or make any such
public statement without the prior consent of the other parties, which consent
shall not be unreasonably withheld; provided, however, that a party may,
without the prior consent of the other parties, issue such press release or
make such public statement as may be required (i) in the opinion of counsel
under any applicable law or regulation or pursuant to the rules of any exchange
or the NASDAQ National Market or (ii) in response to any legal process,
including, without limitation, any interrogatories, documents subpoena or civil
investigative demand.

6.7 Proxy Statement. Merkert shall prepare and file with the SEC (with
appropriate requests for confidential treatment, unless the parties hereto
otherwise agree) under the Exchange Act, a proxy statement and form of proxies
(such proxy statement and form of proxy, together with any amendments to
supplements thereto, the "Proxy Statement") relating to the stockholder meeting
of Merkert and the vote of the stockholders of Merkert with respect to this
Agreement (the "Merkert Stockholders Meeting"). Merkert and RMSI will cause the
Proxy Statement to comply as to form in all material respects with the
applicable provisions of the Exchange Act and the rules and regulations
thereunder. Each of Merkert, on the one hand, and RMSI, on the other hand,
shall furnish all information about itself and its business and operations and
all necessary financial information to the other as the other may reasonably
request in connection with the preparation of the Proxy Statement. Merkert
shall use its reasonable best efforts, and RMSI will cooperate with them, to
have the Proxy Statement cleared with the SEC as promptly as practicable. Each
of Merkert and RMSI, agrees promptly to correct any information provided by it
for use in the Proxy Statement if and to the extent that such information shall
have become false or misleading in any material respect, and each of the
parties hereto further agrees to take all steps necessary to amend or
supplement the Proxy Statement and to cause the Proxy Statement as so amended
or supplemented to be filed with the SEC and to be disseminated to Merkert's
stockholders, in each case as and to the extent required by applicable federal
and state securities laws and the DGCL. Each of Merkert and RMSI agrees that
the information provided by it for inclusion in the Proxy Statement and each
amendment or supplement thereto, at the time of mailing thereof, will not
include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. Each
of Merkert and RMSI will advise the other parties, and deliver copies (if any)
to them, promptly after receipt thereof, of (i) any request by or
correspondence or communication from the SEC with respect to the Proxy
Statement (ii) any responses thereto and (iii) notice of the time when the
Proxy Statement has been cleared or any supplement or amendment has been filed,
the issuance of any stop order.

6.8 Listing Application. Merkert and RMSI shall cooperate and promptly
prepare and submit to the Nasdaq National Market all reports, applications and
other documents that may be necessary or desirable to enable all of the shares
of Merkert Common Stock issuable in the Merger or that will be reserved for
issuance at the Effective Time to be listed for trading on the Nasdaq National
Market. Each of Merkert and RMSI shall furnish all information about itself and
its business and operation and all necessary financial information to the other
as the other may reasonably request in connection with the such Nasdaq National
Market listing process. Each of Merkert and RMSI agree promptly to correct any
information provided by it for use in the Nasdaq National Market listing
process if and to the extent that such information shall have become false or
misleading in any material respect. Each of Merkert and RMSI will advise and
deliver copies (if any) to the other parties, promptly after it receives notice
thereof, of any request by the Nasdaq National Market for amendment of any
submitted materials or comments thereon and responses thereto or requests by
the Nasdaq National Market for additional information.

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6.9 Further Action. Each party hereto shall, subject to the fulfillment at
or before the Effective Time of each of the conditions of performance set forth
herein or the waiver thereof, perform such further acts and execute such
documents as may reasonably be required to effect the Merger and the
transactions contemplated by this Agreement, and the Ancillary Agreements. In
connection with the Closing, RMSI and each RMSI Subsidiary shall use its
reasonable best efforts to deliver to Merkert such deeds, bills of sale,
assignments, certificates, affidavits, indemnities and other agreements and
documents as are reasonably required to effectuate consummation of the
transactions described herein.

6.10 Affiliates of RMSI.

(a) RMSI shall use its reasonable best efforts to deliver or cause to be
delivered to Merkert, prior to the Closing Date, from each of the RMSI
Stockholders ("Affiliates"), an Affiliate Letter in the form attached hereto as
Exhibit D. Merkert shall be entitled to place legends as specified in such
affiliate letters on the certificates evidencing any shares to be received by
such Affiliates pursuant to the terms of this Agreement and to issue
appropriate stop transfer instructions to the transfer agent for the shares,
consistent with the terms of such affiliate letters.

(b) Merkert shall file the reports required to be filed by it under the
Exchange Act and the rules and regulations adopted by the SEC thereunder, and
shall take such further action as any Affiliate of RMSI may reasonably request,
all to the extent required from time to time to enable such Affiliate to sell
shares received by such Affiliate in the Merger without registration under the
Securities Act pursuant to (i) Rule 145(d)(1) or (ii) any successor rule or
regulation hereafter adopted by the SEC.

6.11 Expenses. All costs and expenses incurred in connection with this
Agreement and the Ancillary Agreements and the transactions contemplated hereby
and thereby shall be paid by the party incurring such expenses, except that (a)
the filing fees in connection with the filing of the Proxy Statement with the
SEC, (b) the filing fee in connection with the listing of the shares of Merkert
Common Stock issuable in the Merger and issuable upon exercise of the Rollover
Options and the New Options on the Nasdaq National Market, if any, (c) the
expenses incurred for printing the Proxy Statement, and (d) the filing fee in
connection with the filing(s), if any, under the HSR Act, shall be shared
equally by RMSI, on the one hand, and Merkert, on the other hand. All costs and
expenses for professional services rendered in connection with the transactions
contemplated by this Agreement and the Ancillary Agreements including, but not
limited to, investment banking and legal services ("Professional Expenses"),
will be paid by each party incurring such costs and expenses. Notwithstanding
anything in this Agreement to the contrary, in the event that the Merger is
consummated, all costs and expenses incurred by Merkert, RMSI and the RMSI
Stockholders in connection with this Agreement and the Ancillary Agreements and
the transactions contemplated hereby and thereby (including, without
limitation, any and all Professional Expenses) shall be paid by the Surviving
Corporation; provided, however, that the Surviving Corporation shall not be
obligated to pay any expenses incurred by Mr. Pedersen, Mr. Butler, Mr. Guffey
or Mr. Watt in an amount not to exceed $10,000 in the aggregate.

6.12 Notice of Default.

(a) Promptly upon the occurrence of, or promptly upon RMSI becoming aware
of the impending or threatened occurrence of, any event which would cause or
constitute a breach or default, or would have caused or constituted a breach or
default had such event occurred or been known to the RMSI prior to the date
hereof, of any of the representations, warranties or covenants of RMSI
contained in or referred to in this Agreement, the RMSI Disclosure Letter or in
any Exhibit referred to in this Agreement, RMSI shall give detailed written
notice thereof to Merkert and RMSI shall use its best efforts to prevent or
promptly remedy the same.

(b) Promptly upon the occurrence of, or promptly upon Merkert becoming
aware of the impending or threatened occurrence of, any event which would cause
or constitute a breach or default, or would have caused or constituted a breach
or default had such event occurred or been known to the Merkert prior to the
date hereof, of any of the representations, warranties or covenants of Merkert
contained in or referred to in this Agreement, the Merkert Disclosure Letter or
in any Exhibit referred to in this Agreement, Merkert give detailed written
notice thereof to RMSI and Merkert shall use its best efforts to prevent or
promptly remedy the same.

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6.13 Filings Under Hart-Scott-Rodino Act. As soon as practicable, each of
Merkert and RMSI shall, if required, file with the Federal Trade Commission
(the "FTC") and the Antitrust Division of the Department of Justice (the
"Antitrust Division") a premerger notification form and any supplemental
information (other than privileged information) which may be requested in
connection therewith pursuant to the Hart-Scott-Rodino Act, which filings and
supplemental information will comply in all material respects with the
requirements of the Hart-Scott-Rodino Act. Each of Merkert and RMSI shall
cooperate fully with the other in connection with the preparation of any such
filings and shall use their respective best efforts to respond to any requests
for supplemental information from the FTC or the Antitrust Division and to
obtain early termination of any waiting period applicable to the Merger under
the Hart-Scott-Rodino Act. Any and all filing fees required to be paid in
connection with the premerger notification pursuant to the Hart-Scott-Rodino
Act shall be borne and paid by one half by Merkert and one half by RMSI.

6.14 Tax-Free Treatment. Neither Merkert nor RMSI nor any of the Merkert
Subsidiaries nor any of the RMSI Subsidiaries shall take or cause to be taken
any action, whether before or after Closing, which would cause the Merger to
fail to qualify as a reorganization under Section 368(a) of the Code.

6.15 Nonsolicitation. Prior to the Effective Time and, in the event that
this Agreement is terminated for any reason, for a period of one (1) year
following the Effective Time, neither Merkert nor RMSI nor any of the Merkert
Subsidiaries nor any of the RMSI Subsidiaries shall directly, or indirectly,
solicit for employment or hire any employee of the other party, or any of their
respective subsidiaries, with whom such party has had contact or who became
known to such party in connection with the Merger; provided, however, that the
foregoing provision shall not prohibit (i) the employment of an employee who
contacts the hiring party of his or her own initiative and without any direct
or indirect solicitation by such hiring party or (ii) general advertisement in
newspapers or other periodicals in the ordinary course of business.

6.16 Financing.

(a) RMSI and Merkert agree to use commercially reasonable efforts to
refinance their existing senior debt and credit facilities with Chase Manhattan
Bank and First Union National Bank, respectively (the "Senior Debt"), to the
extent required, on terms which are commercially reasonable based upon the
business, operations and financial condition of RMSI and Merkert (including any
potential Tax liability of RMSI or the Surviving Corporation incurred in
connection with the consummation of the Merger (the "Relevant Factors")) at the
time, as determined independently by Merkert and RMSI in their respective good
faith judgment.

(b) Merkert agrees to use commercially reasonable efforts to assume RMSI's
10 1/8% Senior Subordinated Notes due 2007 (the "RMSI Notes") and RMSI and
Merkert will if necessary, use commercially reasonable efforts to obtain any
consents or waivers required to permit the assumption of the RMSI Notes by
Merkert; provided, however, that if Merkert and RMSI mutually agree to
repurchase and refinance the RMSI Notes, Merkert and RMSI shall use
commercially reasonable efforts to consummate such repurchase and refinancing
on terms which are commercially reasonable based upon the Relevant Factors at
the time, as determined independently by Merkert and RMSI in their respective
good faith judgment.

(c) Merkert agrees to use commercially reasonable efforts to assist RMSI
in completing the exchange offer relating to, and registration of, the RMSI
Notes, including assisting RMSI in the preparation of pro forma financial
statements and providing RMSI with any other information reasonably required to
complete the exchange offer and the registration of the RMSI Notes.

6.17 RMSI Employees. Each employee of RMSI who was an employee of RMSI
immediately prior to the Closing shall (i) be entitled to participate in the
Merkert Employee Programs (or any similar or successor program) to the same
extent as similarly situated employees of Merkert, (ii) shall receive credit
for such employee's past service with RMSI as of the Closing for all purposes
under such plans and programs, (iii) to the extent permitted under the terms of
such plans and programs, not to be subject to any waiting periods or
limitations on benefits for pre-existing conditions and shall be given credit
for amounts paid under corresponding plans during the appropriate period prior
to the Closing and (iv) shall be given credit for all

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accrued but unused vacation time credited to such employee as of the Closing.
Notwithstanding the foregoing, nothing contained in this Section 6.19 shall
confer any rights, remedies, obligations or liabilities upon any party other
than the parties hereto.

6.18 Exchange Offer Registration Statement. RMSI shall use reasonable best
efforts to take all actions necessary, including without limitation, preparing
and filing any additional amendments to its Registration Statement on Form S-4
initially filed on March 10, 1999 (the "RMSI Registration Statement") relating
to the RMSI Notes, to have the RMSI Registration Statement declared effective
with the SEC under the Securities Act and to consummate the exchange offer
contemplated therein as promptly as practicable thereafter and prior to the
Effective Time. RMSI will cause the RMSI Registration Statement to comply as to
form in all material respects with the applicable provisions of the Securities
Act and the rules and regulations thereunder. Each of Merkert, on the one hand,
and RMSI, on the other hand, shall furnish all information about itself and its
business and operations and all necessary financial information to the other as
the other may reasonably request in connection with the preparation of the RMSI
Registration Statement. RMSI shall use its reasonable best efforts, and Merkert
will cooperate with them, to have the RMSI Registration Statement declared
effective by the SEC as promptly as practicable but in any event prior to the
Effective Time. Each of Merkert and RMSI agrees promptly to correct any
information provided by it for use in the RMSI Registration Statement if and to
the extent that such information shall have become false or misleading in any
material respect, and each of the parties hereto further agrees to take all
steps necessary to amend or supplement the RMSI Registration Statement and to
cause the RMSI Registration Statement as so amended or supplemented to be filed
with the SEC and to be disseminated to the holders of the RMSI Notes. Each of
Merkert and RMSI agrees that the information provided by it in writing for
inclusion in the RMSI Registration Statement and each amendment or supplement
thereto, at the time of mailing thereof, will not include any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Each of Merkert and
RMSI will advise the other party, and deliver copies (if any) to them, promptly
after receipt thereof, of (i) any request by or correspondence or communication
from the SEC with respect to the RMSI Registration Statement, (ii) any
responses thereto and (iii) notice of the time when the RMSI Registration
Statement has been declared effective or any supplement or amendment has been
filed, the issuance of any stop order.

6.19 Option Registration Statement. Merkert shall prepare and file with the
SEC under the Securities Act the Option Registration Statement relating to the
registration of shares of Merkert Common Stock issuable upon the exercise of
the Rollover Options, the New Options and the Director Options. Merkert and
RMSI will cause the Option Registration Statement to comply as to form in all
material respects with the applicable provisions of the Securities Act and the
rules and regulations thereunder. Merkert shall use its reasonable best efforts
to have the Option Registration Statement declared effective as promptly as
practicable following the Effective Time.

6.20 Ancillary Agreements. The parties shall use their reasonable best
efforts (i) to enter into a voting agreement in the form attached hereto as
Exhibit D (the "Post-Merger Voting Agreement") by and among each of the RMSI
Stockholders, Monroe & Company, LLC, and JLM Management Company, LLC, (ii) to
obtain an executed SMART Cancellation Consent from each holder of SMARTs and
the agreements representing such holder's SMARTs, (iii) enter into an advisory
agreement in the form attached hereto as Exhibit F (the "Joint Advisory
Agreement") by and among Merkert, Monroe & Company, LLC and Richmont Capital
Partners I, L.P. and (iv) to enter into the Registration Rights Agreement (as
defined in Section 7.2(e)).

6.21 Spousal Consent. RMSI, Mr. Butler and Mr. Guffey shall use their
respective best efforts to obtain, no later than seventy-two hours following
the date hereof, a consent in substantially the form attached hereto as Exhibit
F from the spouses of each of Mr. Butler and Mr. Guffey.

ARTICLE 7. CONDITIONS

7.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligation of each party to effect the Merger and the other
transactions contemplated herein shall be subject to the fulfillment at or

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<PAGE>

prior to the Closing Date of the following conditions, any or all of which may
be waived, in whole or in part by the parties hereto, to the extent permitted
by applicable law:

(a) Stockholder Approvals. This Agreement and the Merger shall have been
approved and adopted by the requisite vote of the stockholders of RMSI and this
Agreement, the Merger and the Board Amendment shall have been approved and
adopted by the requisite vote of the stockholders of Merkert.

(b) Hart-Scott-Rodino. All required filings under the Hart-Scott-Rodino
Act shall have been completed and all applicable time limitations under such
Act shall have expired without a request for further information by the
relevant federal authorities under such Act, or in the event of such a request
for further information, the expiration of all applicable time limitations
under the Act shall have occurred without the objection of such federal
authorities.

(c) Listing. Merkert shall have obtained the approval for the listing of
the shares issuable in the Merger on the Nasdaq National Market, subject to
official notice of issuance.

(d) Refinancing. (a) The Senior Debt shall have been refinanced to the
extent required on terms which are commercially reasonable based upon the
Relevant Factors at the time, as determined independently by Merkert and RMSI
in their respective good faith judgment, (b) (i) Merkert shall have assumed the
RMSI Notes, (ii) Merkert and RMSI shall have obtained any consents or waivers
required for Merkert to assume the RMSI Notes on commercially reasonable terms
as determined independently by both RMSI and Merkert in their respective good
faith judgment and Merkert shall have assumed the RMSI Notes, or (iii) the RMSI
Notes shall have been repurchased and refinanced on terms which are
commercially reasonable based upon the Relevant Factors at the time, as
determined independently by Merkert and RMSI in their respective good faith
judgment ((a) and (b) together, the "Financing"), and (c) after giving effect
to the Merger and the Financing, RMSI and Merkert, on a consolidated pro forma
basis, shall have available funds to pay all expenses relating to the
consummation of the Merger.

(e) Ancillary Agreements. The Post-Merger Voting Agreement and the Joint
Advisory Agreement shall have been entered into by the parties thereto.

(f) No Injunction. No United States federal or state court of competent
jurisdiction or other governmental entity shall have issued a final order,
decree or ruling or taken any other action permanently enjoining, restraining
or otherwise prohibiting the Merger.

7.2 Conditions to Obligations of RMSI to Effect the Merger. The obligation
of RMSI to effect the Merger and the other transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing Date of the
following conditions, unless waived by RMSI:

(a) Representations and Warranties. Each of the representations and
warranties of Merkert contained in this Agreement qualified as to materiality
or Merkert Material Adverse Effect shall be true and correct in all respects
and the representations and warranties of Merkert contained in this Agreement
that are not so qualified shall be true and correct in all material respects,
in each case as of the date of this Agreement and as of the Effective Time as
though made on and as of the Effective Time, and RMSI shall have received a
certificate, dated the Closing Date, signed on behalf of Merkert by the
President of Merkert to the foregoing effect; provided, however, that (A)
representations and warranties expressly made as of an earlier date need only
be true and correct in all material respects as of such earlier date, (B) no
decrease in the reported price of Merkert Common Stock, and no loss of any
customers or principals shall be taken into account when determining the truth
or accuracy of any representation or warranty, except to the extent that the
loss of such customers or principals, individually or in the aggregate,
constitute a Material Customer Loss.

(b) Performance of Obligations. Merkert shall have performed or complied
in all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by Merkert at or prior to the
Closing.

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<PAGE>

(c) Certificate from Officers. Merkert shall have delivered to RMSI a
certificate of its respective President or Chief Financial Officer dated the
Closing Date to the effect that the statements set forth in paragraphs (a) and
(b) above with respect to Merkert in this Section 7.2 are true and correct.

(d) Opinion of Counsel. RMSI shall have received the opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, or another nationally recognized law firm
selected by RMSI, subject to customary conditions and qualifications (including
reliance, in part, on a certificate from an authorized officer of each of
Merkert and RMSI (collectively, the "Tax Certificates") to the effect that the
Merger will qualify as a reorganization within the meaning of Section 368(a) of
the Code, which opinion shall not have been withdrawn or modified in any
material respect.

(e) Registration Rights. Merkert and the RMSI Stockholders and shall have
entered into a registration rights agreement in the form attached hereto as
Exhibit I-1 (the "Registration Rights Agreement").

(f) Consents. Merkert shall have obtained the consents set forth on
Schedule 7.2(g) hereto in a form satisfactory to RMSI.

(g) Option Approval. Merkert shall have obtained the Merkert Option
Approval from the stockholders of Merkert to the extent necessary.

7.3 Conditions to Obligation of Merkert to Effect the Merger. The
obligations of Merkert to effect the Merger and the other transactions
contemplated hereby shall be subject to the fulfillment at or prior to the
Closing Date of the following conditions, unless waived by Merkert:

(a) Representations and Warranties. Each of the representations and
warranties of RMSI contained in this Agreement qualified as to materiality or
RMSI Material Adverse Effect and in Section 3.22 shall be true and correct in
all respects and the representations and warranties of RMSI contained in this
Agreement that are not so qualified (except for the representations in Section
3.22) shall be true and correct in all material respects, in each case as of
the date of this Agreement and as of the Effective Time as though made on and
as of the Effective Time, and Merkert shall have received a certificate, dated
the Closing Date, signed on behalf of RMSI by the President of RMSI to the
foregoing effect; provided, however, that (A) representations and warranties
expressly made as of an earlier date need only be true and correct in all
material respects as of such earlier date, and (B) the loss of any customer or
principal shall not be taken into account when determining the truth or
accuracy of any representation or warranty, except to the extent that the loss
of such customers or principals, individually or in the aggregate, constitute a
Material Customer Loss.

(b) Performance of Obligations. RMSI shall have performed or complied in
all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by RMSI, at or prior to the Closing.

(c) Certificate from Officers. RMSI shall have delivered to Merkert a
certificate of the Chairman of the Board, the President or the Chief Financial
Officer of RMSI dated the Closing Date to the effect that the statements set
forth in paragraphs (a) and (b) above in this Section 7.3 are true and correct.

(d) Opinion of Counsel. Merkert shall have received the opinion of
Goodwin, Procter & Hoar LLP, or another nationally recognized law firm selected
by Merkert, subject to customary conditions and qualifications (including
reliance, in part, on the Tax Certificates (as defined in Section 7.2(d) to the
effect that the Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Code), which opinion shall not have been withdrawn or
modified in any material respect.

(e) Consents. RMSI shall have obtained the consents set forth on Schedule
7.3(g) hereto in a form satisfactory to Merkert.

(f) Registration Rights Agreement. Merkert and certain stockholders of
Merkert attached hereto as Exhibit I-2.

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<PAGE>

ARTICLE 8. TERMINATION; AMENDMENT; WAIVER

8.1 Termination. This Agreement may be terminated and abandoned at any time
prior to the Effective Time, whether before or after approval of matters
presented in connection with the Merger by the stockholders of RMSI and
Merkert:

(a) by mutual written consent of Merkert and RMSI;

(b) by Merkert or RMSI, if any United States federal or state court of
competent jurisdiction or other governmental entity shall have issued a final
order, decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the Merger and such order, decree, ruling
or other action shall have become final and nonappealable, provided that the
party seeking to terminate shall have used its best efforts to appeal such
order, decree, ruling or other action;

(c) by RMSI, if Merkert has failed to perform in any material respect any
of its obligations required to be performed by it under this Agreement and such
failure continues for more than 30 days after notice unless failure to so
perform has been caused by or results from a breach of this Agreement by RMSI;

(d) by Merkert, if RMSI shall have failed to perform in any material
respect any of its obligations required to be performed by it under this
Agreement and such failure continues for more than 30 days after notice unless
failure to so perform has been caused by or results from a breach of this
Agreement by Merkert;

(e) by RMSI, if the Board of Directors of Merkert or the Special Committee
withdraws or modifies in a manner adverse to RMSI its approval or
recommendation of the Merger, or (ii) by Merkert or RMSI, if the Board of
Directors of Merkert, or any independent or special committee of the Board of
Directors of Merkert formed for the purpose of evaluating a Superior Proposal,
recommends a Superior Proposal as provided in Section 6.1(e);

(f) by either Merkert or RMSI, if this Agreement and the transactions
contemplated hereby shall have failed to receive the requisite vote for
approval and adoption by the stockholders of Merkert upon the holding of a duly
convened stockholder meeting; or

(g) by either Merkert or RMSI, if the Merger shall not have been
consummated on or before December 31, 1999 (other than due to the failure of
the party seeking to terminate this Agreement to perform its obligations under
this Agreement required to be performed by it at or prior to the Effective
Time).

8.2 Effect of Termination.

(a) In the event of termination of this Agreement by either RMSI or
Merkert as provided in Section 8.1, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of RMSI or
Merkert, other than the provisions of Sections 6.5(b), 6.5(c), 6.6, 6.11, 6.15,
8.2, 8.3 and 9.4 and the last sentence of Section 9.3. Nothing contained in
this Section 8.2 shall relieve any party for any willful breach of the
representations, warranties, covenants or agreements set forth in this
Agreement or any RMSI Voting Agreement or Merkert Voting Agreement.

(b) If Merkert or RMSI terminates this Agreement pursuant to Section
8.1(e), then Merkert shall pay to RMSI an amount in cash equal to $2,500,000
plus out-of-pocket costs and expenses, in connection with this Agreement and
the transactions contemplated hereby, including without limitation Professional
Expenses (the "Termination Amount"). Payment of such Termination Amount shall
be RMSI's exclusive remedy relating to such termination and, upon Merkert's
payment of such amount, RMSI shall have no right to any further damages.

(c) If at any time prior to or within one year after termination of this
Agreement pursuant to Section 8.1(f), Merkert enters into an agreement relating
to a Post-Termination Acquisition Proposal (as hereinafter defined) with a
person other than RMSI or Merkert's Board of Directors recommends or resolves
to

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<PAGE>

recommend to Merkert's stockholders approval or acceptance of a Post-
Termination Acquisition Proposal with a person other than RMSI, then, upon the
entry into such agreement or the making of such recommendation or resolution,
Merkert shall pay to RMSI the Termination Amount which amount shall be reduced
by any monies previously paid by Merkert to RMSI pursuant to this Section 8.2.
Payment of such Termination Amount shall be RMSI's exclusive remedy relating to
such termination and, upon Merkert's payment of such amount, RMSI shall have no
right to any further damages. For purposes of this Agreement, "Post-Termination
Acquisition Proposal" shall mean, with respect to any person, any Acquisition
Proposal made after the termination of this Agreement.

(d) At any time prior to or within one year after termination of this
Agreement, Merkert shall not enter into any agreement relating to a Post-
Termination Acquisition Proposal with a Person other than RMSI unless such
agreement provides that such Person shall, upon the execution of such
agreement, pay any Termination Amount otherwise due RMSI under this Section
8.2.

8.3 Extension; Waiver. At any time prior to the Effective Time, the parties
may (a) extend the time for the performance of any of the obligations or other
acts of the other parties, (b) waive any inaccuracies in the representations
and warranties contained in this Agreement or in any document delivered
pursuant to this Agreement or (c) subject to the first sentence of Section 9.5,
waive compliance with any of the agreements or conditions contained in this
Agreement; provided, however, that if either party waives in writing any
inaccuracies in the representations or warranties contained in this Agreement
or any breaches thereof, or the sole remedy of such party (the "Determining
Party") shall be to consummate the Merger; provided, further, that whether or
not the Merger is consummated, the Determining Party may not seek any damages
or other payments from the other party hereto arising out of or relating to any
such inaccuracies or breaches. Any agreement on the part of a party to any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.

ARTICLE 9. GENERAL PROVISIONS

9.1 Nonsurvival of Representations, Warranties and Agreements. All
representations, warranties and agreements in this Agreement shall not survive
the Merger; provided, however, that the agreements contained in Article 2, and
Sections 6.5, 6.9, 6.11, 6.17, 6.19, 8.3 and this Article 9 shall survive the
Merger.

9.2 Notices. Any notice required to be given hereunder shall be in writing
and shall be sent by facsimile transmission (confirmed by any of the methods
that follow), courier service (with proof of service), hand delivery or
certified or registered mail (return receipt requested and first-class postage
prepaid) and addressed as follows:

If to Merkert:

Merkert American Corporation
490 Turnpike Street
Canton, MA 02021
Attn: Gerald R. Leonard

With copies to:

Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Stuart M. Cable, P.C.

A-41
<PAGE>

If to RMSI:

Richmont Marketing Specialists Inc.
17855 North Dallas Parkway
Dallas, Texas 75287
Attn: Nancy Jagielski, Esq.

With copies to:

Richmont Capital Partners I, L.P.
17855 North Dallas Parkway
Dallas, Texas 75287
Attn: Nick G. Bouras

and:

Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue, 46th Floor
New York, New York 10022
Attn: Eileen Nugent Simon, Esq.

or to such other address as any party shall specify by written notice so given,
and such notice shall be deemed to have been delivered as of the date so
delivered.

9.3 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned prior to the
Closing by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Notwithstanding anything contained in this Agreement to the contrary, except
for the provisions of Article 2 and Sections 6.9 and 6.11, nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective heirs, successors, executors,
administrators and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement.

9.4 Entire Agreement. This Agreement (including all exhibits and schedules
hereto), the Ancillary Agreements, the RMSI Disclosure Letter and the Merkert
Disclosure Letter and any documents expressly identified in this Agreement as
having been delivered by the parties in connection herewith including, without
limitation, the Merkert SEC Report and the RMSI SEC Report, constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings among the partes with
respect thereto except that the Confidentiality Agreement shall remain in
effect and shall be binding upon the parties hereto and thereto in accordance
with their respective terms; provided, however, to the extent, any of the terms
of the Confidentiality Agreement are inconsistent with this Agreement or any of
the Ancillary Agreements, this Agreement and such Ancillary Agreements shall be
controlling. No addition to or modification of any provision of this Agreement
shall be binding upon any party hereto unless made in writing and signed by all
parties hereto.

9.5 Amendment. This Agreement may be amended by the parties hereto, by
action taken by their respective boards of directors, at any time before or
after approval of matters presented in connection with the Merger by the
stockholders of Merkert and the stockholders of RMSI, but after any such
stockholder approval, no amendment shall be made which by law requires the
further approval of stockholders without obtaining such further approval. This
Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

9.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its rules
of conflict of laws. RMSI and Merkert hereby irrevocably

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<PAGE>

and unconditionally consent to submit to the exclusive jurisdiction of the
courts of the State of Delaware and of the United States of America located in
the State of Delaware (the "Delaware Courts") for any litigation arising out of
or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any litigation relating thereto except in such courts),
waive any objection to the laying of venue of any such litigation in the
Delaware Courts and agree not to plead or claim in any Delaware Court that such
litigation brought therein has been brought in any inconvenient forum.

9.7 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.

9.8 Headings. Headings of the Articles and Sections of this Agreement are
for the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.

9.9 Interpretation. In this Agreement, unless the context otherwise
requires, words describing the singular number shall include the plural and
vice versa, and words denoting any gender shall include all genders and words
denoting natural persons shall include corporations and partnerships and vice
versa.

9.10 Waivers. Except as provided in this Agreement, no action taken pursuant
to this Agreement, including, without limitation, any investigation by or on
behalf of any party, shall be deemed to constitute a waiver by the party taking
such action of compliance with any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.

9.11 Incorporation. The RMSI Disclosure Letter, the Merkert Disclosure
Letter and all Exhibits attached hereto and thereto and referred to herein and
therein are hereby incorporated herein and made a part hereof for all purposes
as if fully set forth herein.

9.12 Severability. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

9.13 Enforcement of Agreement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with its specific terms or was otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions and other equitable remedies to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any Delaware Court, this being in addition to any other remedy to which they
are entitled at law or in equity. Any requirements for the securing or posting
of any bond with respect to such remedy are hereby waived by each of the
parties hereto.

9.14 Certain Definitions.

(a) As used in this Agreement, the term "Merkert Subsidiary" or "Merkert
Subsidiaries" when used with respect to any party means any corporation,
partnership, joint venture, business trust or other entity, of which such party
directly or indirectly owns or controls at least a majority of the securities
or other interests having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions with
respect to such corporation or other organization or a majority of the economic
interest in such entity.

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<PAGE>

(b) As used in this Agreement, the term "RMSI Subsidiary" or "RMSI
Subsidiaries" means when used with respect to any party means any corporation,
partnership, joint venture, business trust or other entity, of which such party
directly or indirectly owns or controls at least a majority of the securities
or other interests having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions with
respect to such corporation or other organization or a majority of the economic
interest in such entity.

(c) As used in this Agreement, the word "person" means an individual, a
corporation, a partnership, an association, a joint-stock company, a trust, a
limited liability company, any unincorporated organization or any other entity.

(d) As used in this Agreement, the word "affiliate" shall have the meaning
set forth in Rule 12b-2 of the Exchange Act.

(e) As used in this agreement, the phrase "transactions contemplated by
this Agreement" shall include without limitation, each act and transaction to
be performed or completed under this Agreement or any of the Ancillary
Agreements by any party hereto or thereto.

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<PAGE>

[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]

IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year first written
above.

MERKERT AMERICAN CORPORATION

By: /s/ Gerald R. Leonard
_____________________________
Name: Gerald R. Leonard
Title: President & Chief
Executive Officer

RICHMONT MARKETING SPECIALISTS INC.

By: /s/ Ronald D. Pedersen
_____________________________
Name: Ronald D. Pedersen
Title: President and Chief
Executive Officer

A-45
<PAGE>

[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]

RMSI STOCKHOLDERS:

MS ACQUISITION LIMITED

By: MS Acquisition Corporation, its
General Partner

By: /s/ Nick Bouras
_____________________________
Name: Nick Bouras
Title: Vice President

/s/ Ronald D. Pedersen
_______________________________
Ronald D. Pedersen

/s/ Bruce A. Butler
_______________________________
Bruce A. Butler

/s/ Gary R. Guffey
_______________________________
Gary R. Guffey

/s/ Jeffrey A. Watt
_______________________________
Jeffrey A. Watt

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<PAGE>

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

AMENDMENT NO. 1

AGREEMENT AND PLAN OF MERGER

by and among

MERKERT AMERICAN CORPORATION,

RICHMONT MARKETING SPECIALISTS INC.

and

THE STOCKHOLDERS OF

RICHMONT MARKETING SPECIALISTS INC.

Dated as of July 8, 1999

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

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<PAGE>

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (the "Merger
Agreement") dated April 28, 1999, by and among Merkert American Corporation, a
Delaware corporation ("Merkert"), Richmont Marketing Specialists Inc., a
Delaware corporation ("RMSI"), and MS Acquisition Limited, a Texas limited
partnership, Ronald D. Pedersen, Bruce A. Butler, Gary R. Guffey and Jeffrey A.
Watt (collectively, the "RMSI Stockholders") is made and entered into as of
July 8, 1999. Capitalized terms not otherwise defined herein have the meaning
ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, the parties entered into the Merger Agreement providing for the
statutory merger of the two companies and desire to amend the agreement to
restructure certain of the conditions to the parties'obligations to consummate
the merger.

ARTICLE 1. Section 1.6(b) of the Merger Agreement is amended in its entirety to
read as follows:

"(a) Following the merger, the Board of Directors of Merkert shall have the
following committees, with the following individuals (or their designated
replacement pursuant to Section 1.6(c) or (d)) serving on such committees:

<TABLE>
<S> <C>
Audit Committee: Edward P. Grace, III
James A. Schlindwein
Independent Director
Compensation
Committee: Edward P. Grace, III
James A. Schlindwein
Independent Director"
</TABLE>

ARTICLE 2. Section 1.8 of the Merger Agreement is hereby deleted in its
entirety.

ARTICLE 3. Article 6 of the Merger Agreement is amended to add the following
Sections 6.22 and 6.23.

"6.22 Board Amendment. Merkert shall use its reasonable best efforts to
obtain stockholder approval of an amendment to the Second Amended and Restated
Certificate of Incorporation of Merkert in the form set forth in Exhibit C-1
attached hereto (the "Board Amendment") so that, immediately following the
Effective Time, the Board of Directors of Merkert shall be divided into three
(3) classes, and the directors of each class of the Board of Directors of
Merkert shall be as follows (subject to the provisions of Section 1.6):

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<PAGE>

6.23 Change of Name. Merkert shall use its reasonable best efforts to obtain
stockholder approval of an amendment to Article I of the Second Amended and
Restated Certificate of Incorporation of Merkert in the from set forth in
Exhibit C-2 attached hereto, which would change the name of the Surviving
Corporation to "Marketing Specialists Corporation"."

ARTICLE 4. Section 7.1(a) shall be amended in its entirety to read as follows:

"7.1(a) Stockholder Approvals. This Agreement and the Merger shall have been
adopted by the requisite vote of the stockholders of RMSI and either (i) the
Board Amendment shall have been approved and adopted by the requisite vote of
the stockholders of Merkert or (ii) subject to the consummation of the Merger,
the size of the Merkert Board shall have been increased to nine (9) and the
resulting vacancies shall be filled with Messrs. Pedersen, Byrd, Bouras, Rochon
and the Independent Director."

ARTICLE 5. Exhibit A to the Merger Agreement is amended in its entirety to be
in the form attached as Exhibit A to this Amendment.

ARTICLE 6. Except as modified by this Amendment, all other terms and conditions
of the Merger Agreement, as in effect prior to the execution of this Amendment,
shall remain in full force and effect and the same are hereby reaffirmed and
ratified as if fully set forth herein.

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<PAGE>

[SIGNATURE PAGE TO AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER]

IN WITNESS WHEREOF, the parties have executed this Amendment and caused the
same to be duly delivered on their behalf on the day and year first written
above.

MERKERT AMERICAN CORPORATION

By: /s/ Gerald R. Leonard
_____________________________
Gerald R. Leonard
President and Chief Executive
Officer

RICHMONT MARKETING SPECIALISTS INC.

By: /s/ Ronald D. Pedersen
_____________________________
Ronald D. Pedersen
President and Chief Executive
Officer

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<PAGE>

[SIGNATURE PAGE TO AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER]

RMSI STOCKHOLDERS:

MS ACQUISITION LIMITED

By: MS Acquisition Corporation, its
General Partner

By: /s/ Nick Bouras
_____________________________
Nick Bouras
Vice President

/s/ Ronald D. Pedersen
_______________________________
Ronald D. Pedersen

/s/ Bruce A. Butler
_______________________________
Bruce A. Butler

/s/ Gary R. Guffey
_______________________________
Gary R. Guffey

/s/ Jeffrey A. Watt
_______________________________
Jeffrey A. Watt

A-51
<PAGE>

EXHIBIT A

CERTIFICATE OF MERGER OF
RICHMONT MARKETING SPECIALISTS INC.
INTO MERKERT AMERICAN CORPORATION

The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
Richmont Marketing Specialists Inc. Delaware
Merkert American Corporation Delaware
</TABLE>

SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 251 of the General Corporation Law of Delaware.

THIRD: That Merkert American Corporation shall be the surviving
corporation.

FOURTH: That the Certificate of Incorporation of Merkert American
Corporation, shall constitute the Certificate of Incorporation of the
surviving corporation.

FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, the address of which
is 490 Turnpike Street, Canton, MA 02021.

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.

Dated: , 1999
MERKERT AMERICAN CORPORATION,
a Delaware Corporation

-----------------------------------
By:
Its:

A-52
<PAGE>

ANNEX B
FIRST AMENDMENT TO MERKERT AMERICAN
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

2. Section 3 of Article VI of the Certificate is hereby deleted in its
entirety and replaced with the following:

Section 3. Terms of Directors.

The number of Directors of the Corporation shall be fixed by resolution
duly adopted from time to time by the Board of Directors. The Directors, other
than those who may be elected by the holders of any series of Undesignated
Preferred Stock of the Corporation, shall be classified, with respect to the
term for which they severally hold office, into three classes, as nearly equal
in number as possible, as provided in this Article VI.3. The initial Class I
Directors shall be Ronald D. Pedersen, Timothy M. Byrd and James A.
Schlindwein. The initial Class II Directors shall be Nick G. Bouras, Gerald R.
Leonard and Edward P. Grace III. The initial Class III Directors shall be John
P. Rochon, James L. Monroe and Michael J. Merriman. The initial Class I
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held following the Corporation's 1999 fiscal year, the initial Class II
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held following the Corporation's 2000 fiscal year and the initial Class
III Directors shall serve for a term expiring at the annual meeting of
stockholders to be held following the Corporation's 2001 fiscal year. At each
annual meeting of stockholders, the successor or successors of the class of
Directors whose term expires at that meeting (other than Directors elected by
any series of Undesignated Preferred Stock) shall be elected by a plurality of
the votes cast at such meeting and shall hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election. The Directors elected to each class (other than Directors
elected by any series of Undesignated Preferred Stock) shall hold office until
their successors are duly elected and qualified or until their earlier
resignation or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Second Amended and Restated Certificate of Incorporation,
the holders of any one or more series of Undesignated Preferred Stock shall
have the right, voting separately as a series or together with holders of other
such series, to elect Directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this Second
Amended and Restated Certificate of Incorporation and any certificate of
designations applicable thereto, and such Directors so elected shall not be
divided into classes pursuant to this Section 3.

During any period when the holders of any series of Undesignated Preferred
Stock have the right to elect additional Directors as provided for or fixed
pursuant to the provisions of Article IV hereof, then upon commencement and for
the duration of the period during which such right continues: (i) the then
otherwise total authorized number of Directors of the Corporation shall
automatically be increased by such specified number of Directors, and the
holders of such Undesignated Preferred Stock shall be entitled to elect the
additional Directors so provided for or fixed pursuant to said provisions, and
(ii) each such additional Director shall serve until such Director's successor
shall have been duly elected and qualified, or until such Director's right to
hold such office terminates pursuant to said provisions, whichever occurs
earlier, subject to such Director's earlier death, disqualification,
resignation or removal. Except as otherwise provided by the Board in the
resolution or resolutions establishing such series, whenever the holders of any
series of Undesignated Preferred Stock having such right to elect additional
Directors are divested of such right pursuant to the provisions of such stock,
the terms of office of all such additional Directors elected by the holders of
such stock, or elected to fill any vacancies resulting from the death,
resignation, disqualification or removal of such additional Directors, shall
forthwith terminate and the total and authorized number of Directors of the
Corporation shall be reduced accordingly.

B-1
<PAGE>

ANNEX C
SECOND AMENDMENT TO MERKERT AMERICAN
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

1. Article I of the Certificate is hereby deleted in its entirety and
replaced with the following:

NAME

The name of the Corporation is Marketing Specialists Corporation.

C-1
<PAGE>

ANNEX D
FIRST AMENDMENT TO
AMENDED AND RESTATED
MERKERT AMERICAN CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN

This First Amendment (the "Amendment") to the Amended and Restated Merkert
American Corporation ("Merkert" or the "Company") 1998 Stock Option and
Incentive Plan, dated July 1, 1998 (the "Plan"), was adopted by the Board of
Directors (the "Board") of the Company on April 27, 1999.

WHEREAS, the Board believes that the availability of an adequate number of
shares of common stock, $.01 par value per share (the "Stock"), under the Plan
has been, and in the future will be, an important factor in attracting and
retaining the highest caliber directors, executives, employees and consultants
of the Company;

WHEREAS, the Board has determined that, in light of the proposed merger of
Richmont Marketing Specialists Inc. with and into the Company and the proposed
issuance of options to purchase 800,000 shares of Stock to employees and other
persons associated with Richmont subject to adjustment, the number of shares of
Stock available for issuance under the Plan is currently insufficient; and

WHEREAS, the Board has determined that approximately 13% of the Company's
outstanding Stock should be reserved for issuance under the Plan.

NOW WHEREFORE, the Plan is hereby amended in the following manner:

Section 3 (a) is amended in its entirety as follows:

"(a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan (the "Maximum Share Number") shall be
such aggregate number of shares of Stock as does not exceed the sum of (i)
1,847,762 shares (subject to adjustment in accordance with Section 3(b)
hereof); plus (ii) as of January 1, 2000 and each January 1 thereafter, 13.0
percent of any net increase since the date of this Amendment in the total
number of shares of Stock actually outstanding. Notwithstanding the foregoing,
the maximum number of shares of Stock for which Incentive Stock Options may be
granted under the Plan shall not exceed 1,847,762 shares reduced by the
aggregate number of shares subject to outstanding Awards granted under the
Plan. For purposes of this limitation, if any portion of an Award is forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated, the shares of Stock underlying such portion of the Award
shall be added back to the shares of Stock available for issuance under the
Plan. Subject to such overall limitation, shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award; provided, however,
Stock Options or Stock Appreciation Rights with respect to no more than 250,000
shares of Stock may be granted to any one individual participant during any one
calendar year period. The shares available for issuance under the Plan may be
authorized but unissued shares of Stock or shares of Stock reacquired by the
Company."

D-1
<PAGE>

ANNEX E

April 27, 1999

Special Committee of the Board of Directors
Merkert American Corporation
490 Turnpike Street
Canton, MA 02021

Board of Directors
Merkert American Corporation
490 Turnpike Street
Canton, MA 02021

Gentlemen:

We understand that Merkert American Corporation ("Merkert"), Richmont
Marketing Specialists Inc. ("RMSI") and the stockholders of RMSI propose to
enter into an Agreement and Plan of Merger dated April 28, 1999 (the "Merger
Agreement"), which provides for, among other matters, the merger (the
"Merger") of RMSI with and into Merkert with Merkert as the surviving
corporation renamed as "Marketing Specialists Corporation." Pursuant to the
Merger, each share of common stock, par value $.01 per share, of RMSI ("RMSI
Common Stock") outstanding immediately prior to the effectiveness of the
Merger (the "Effective Time") will be converted into that number of shares of
common stock, par value $.01 per share, of Merkert ("Merkert Common Stock")
equal to the quotient (the "Exchange Ratio") obtained by dividing (i)
6,705,551 by (ii) the total number of shares of RMSI Common Stock outstanding
immediately prior to the Effective Time. We understand that options to
purchase a total of 405,000 shares of Merkert Common Stock will be granted to
key employees of RMSI in exchange for cancellation of their senior management
appreciation rights and that options to purchase an additional 394,999 shares
of Merkert Common Stock will be granted to certain directors and officers of
RMSI in connection with the Merger. The terms and conditions of the Merger are
set forth in more detail in the Merger Agreement and related documents.

You have requested our opinion with respect to the fairness to Merkert, from a
financial point of view, of the Exchange Ratio. In conducting our analyses and
arriving at our opinion, we have:

(i) reviewed the financial terms and conditions of the Merger Agreement as
set forth in the draft Merger Agreement dated April 27, 1999;

(ii) analyzed certain historical business and financial information
relating to Merkert and RMSI;

(iii) reviewed RMSI's Registration Statement on Form S-4 for an exchange
offer of its senior subordinated notes;

(iv) reviewed current financial projections, forecasts and analyses data
provided to us by Merkert and RMSI, respectively;

Tucker Anthony Cleary Gull 233 South Wacker Drive, Suite 3410 Chicago, IL
60606 . 312.466.4860
Boston . Chicago . Denver . Milwaukee . New York . Portland . Washington D.C.

E-1
<PAGE>

(v) reviewed and discussed the business and prospects of Merkert and RMSI
with representatives of Merkert's and RMSI's management, respectively;

(vi) reviewed public information with respect to certain other companies in
lines of business we believed to be appropriate for general comparison
to the business of Merkert and RMSI;

(vii) reviewed the historical prices and trading volumes of the Merkert
Common Stock;

(viii) had discussions with members of senior management of Merkert and
RMSI regarding the operations, financial conditions and prospects of
RMSI and Merkert individually and as a combined entity following the
Merger, including the timing of realization and amount of synergies
and cost savings anticipated to result from the Merger;

(ix) calculated the range of values a financial investor might be willing to
pay in theory to acquire all of the equity of Merkert and of RMSI if it
were interested in pursuing such transactions;

(x) analyzed the valuation of Merkert and of RMSI by comparison to
publicly-traded companies and public business combination transactions
in lines of businesses we believe to be appropriate for general
comparison to the business of Merkert and RMSI; and

(xi) considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria that we
deemed appropriate.

In arriving at our opinion, we have also considered the financial impact of
the Merger on Merkert's future earnings per share, conducted an unleveraged
after-tax discounted cash flow analysis of both Merkert and RMSI, and
conducted an analysis of the relative contributions to the sales and pro forma
operating results for the combined entity resulting from the Merger compared
to the implied percentage ownership interest of holders of RMSI Common Stock
in Merkert after giving effect to the Merger.

In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied
on its being complete and accurate for purposes of this opinion. We have also
relied upon the reasonableness and accuracy of the current financial
projections and forecasts, and analyses provided to us for each of RMSI and
Merkert, and of the strategic, financial and operational benefits including
the timing of realization and amount of cost savings and synergies anticipated
from the Merger described for us by Merkert and RMSI; we have assumed in each
case that they have been reasonably prepared on bases reflecting the best
estimates and judgments of the prospects of Merkert and RMSI, respectively. We
have also relied upon the assessment by the managements of Merkert and RMSI of
their ability to retain key executives of both Merkert and RMSI. With respect
to the outstanding indebtedness of Merkert and RMSI, we have assumed that in
the event that the instruments underlying such indebtedness require the
consent of the holders to the Merger, either such holders will consent to the
Merger without additional cost to Merkert or RMSI or that Merkert will be able
to timely refinance such indebtedness on generally the same terms and
conditions as the existing indebtedness without additional cost. In addition,
we have assumed that the Merger will be accounted for as a purchase in
accordance with U.S. General Accepted Accounting Principles and will be
treated as a tax-free reorganization pursuant to the Internal Revenue Code of
1986, as amended. We have not made an independent evaluation or appraisal of
any assets or liabilities (contingent or otherwise) of Merkert or RMSI or any
of their respective subsidiaries, nor have we been furnished with any such
evaluation or appraisal. Finally, we have assumed that the executed Merger
Agreement will be in substantially the same form as the draft Merger Agreement
reviewed by us and the Merger will be consummated on the terms described in
the Merger Agreement without any waiver or amendment of any material terms
thereof.

Our opinion is necessarily based on economic, market and other conditions as
in effect on, and the information made available to us as of, the date hereof.
Subsequent developments may affect this opinion and we do not undertake to
update, revise, or reaffirm this opinion. We are expressing no opinion herein
as to the price at which the Merkert Common Stock will trade at any future
time, or as to the advisability of buying, holding or selling Merkert Common
Stock at any time.

E-2
<PAGE>

In connection with our engagement, we were not authorized to solicit, and did
not solicit, interest from any party with respect to the acquisition of
Merkert or any of its assets, or any alternative transaction to the Merger. We
have not acted as financial advisor to Merkert or otherwise been involved in
the transaction except for being engaged to render a fairness opinion. Our
opinion does not in any manner address Merkert's underlying business decision
to proceed with or effect the Merger.

We have been engaged by the Special Committee of the Board of Directors of
Merkert (the "Special Committee") to render this fairness opinion to the
Special Committee, and if requested by the Special Committee, to the Board of
Directors of Merkert (the "Board") and will receive a fee for our services.
Our fee is not contingent upon the contents of this opinion or the
consummation of the Merger. In addition, Merkert has also agreed to indemnify
us for certain liabilities that may arise out of our engagement by Merkert. We
acted as co-manager of Merkert's initial public stock offering in December
1998 and received customary compensation for our services. We have since that
time provided research coverage of Merkert. In the ordinary course of
business, we also trade Merkert's Common Stock for our own account and for the
accounts of our customers and, accordingly, may at any time hold a long or
short position in such securities. We currently make a market in the Merkert
Common Stock on the NASDAQ National Market.

This opinion is exclusively for the information of the Special Committee and
the Board and is rendered to the Special Committee and the Board in connection
with their respective consideration of the Merger. It may not be used for any
other purpose, without our prior written consent except that this letter may
be included in its entirety in any proxy statement filed by Merkert with the
Securities and Exchange Commission and sent to Merkert's stockholders with
respect to the Merger Agreement and the Merger. We are not making any
recommendation regarding whether or not it is advisable for stockholders of
Merkert to vote in favor of the Merger Agreement and Merger.

Based upon and subject to the foregoing and based upon such other matters as
we consider relevant, it is our opinion that as of the date hereof the
Exchange Ratio is fair to Merkert from a financial point of view.

Very truly yours,

Tucker Anthony Cleary Gull

By:

Scott P. George
Managing Director

E-3
<PAGE>

PROXY

MERKERT AMERICAN CORPORATION
490 Turnpike Street, Canton Massachusetts 02021

Proxy for the Special Meeting in lieu of the Annual Meeting of Stockholders to
be held on August 18, 1999

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Gerald R. Leonard,
Joseph T. Casey and Sidney D. Rogers, Jr., and each of them, as proxies of
the undersigned, with full power of substitution, to vote all shares of
common stock and restricted common stock of Merkert American Corporation
(the "Company") held of record by the undersigned as of the close of
business on July 1, 1999, on behalf of the undersigned at the Special
Meeting in lieu of the Annual Meeting of Stockholders to be held at the
Goodwin, Procter & Hoar LLP Conference Center, Second Floor, Exchange
Place, Boston, Massachusetts 02109 at 10:00 a.m. local time, on August 18,
1999, and at any adjournments or postponements thereof.

When properly executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder(s). The failure to vote or a vote to
abstain will effectively count as a vote against Proposals 1, 2, and 3. A
failure to vote will not count as a vote against Proposal 4 but a vote to
abstain will have the same legal effect as a vote against this proposal.
The failure to vote or a vote to abstain will not count as a vote against
Proposal 5. In their discretion, the proxies are each authorized to vote
upon such other business as may properly come before the Special Meeting
in lieu of the Annual Meeting and any adjournments or postponements
thereof as well as on matters related to the conduct of the meeting. A
stockholder wishing to vote in accordance with the Board of Directors'
recommendation should mark "For"on each of proposals, sign and date this
proxy, and return it in the enclosed envelope.

Please vote and sign on reverse side and return promptly in the enclosed
envelope.

See Reverse Side
---------------------------------------------------------------------------

<PAGE>

[X]PLEASE MARK VOTES AS IN THIS EXAMPLE

Proposals 1 and 4 are conditions to the merger and must be adopted by the
stockholders for the merger to be completed unless the conditions are
waived.

1. To adopt the Agreement and Plan of Merger, dated as of April 28,
1999, among the Company, Richmont Marketing Specialists Inc. and the
stockholders of Richmont Marketing Specialists Inc., as amended, as
described in the Proxy Statement dated July 12, 1999 delivered with this
proxy.

[_] FOR [_] AGAINST [_] ABSTAIN

2. To adopt an amendment to the Company's Second Amended and Restated
Certificate of Incorporation to change the structure and classification of
the Board of Directors so that, conditional upon adoption of Proposal 1
and completion of the merger, the Company will have a nine member Board of
Directors classified into three classes with staggered three-year terms,
as described in the Proxy Statement dated July 12, 1999 delivered with
this proxy.

[_] FOR [_] AGAINST [_] ABSTAIN

3. To adopt an amendment to the Company's Second Amended and Restated
Certificate of Incorporation so that, conditional upon adoption of
Proposal 1 and completion of the merger, the name of the Company shall be
changed to "Marketing Specialists Corporation," as described in the Proxy
Statement dated July 12, 1999 delivered with this proxy.

[_] FOR [_] AGAINST [_] ABSTAIN

4. To adopt an amendment to the Company's Amended and Restated 1998
Stock Option and Incentive Plan, conditional upon adoption of Proposal 1
and completion of the merger, as described in the Proxy Statement dated
July 12, 1999 delivered with this proxy.

[_] FOR [_] AGAINST [_] ABSTAIN

5. To elect two members of the Company's Board of Directors, to serve
until the earlier of the completion of the merger or the 2001 Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified. Nominees:

Gerald R. Leonard [_] FOR [_] WITHHELD
James A. Schlindwein [_] FOR [_] WITHHELD

6. To consider and act upon any other matters that may properly be
brought before the Special Meeting in lieu of the Annual Meeting of
Stockholders or any postponement or adjournment thereof as well as on
matters related to the conduct of the meeting.

The undersigned hereby acknowledge(s) receipt of a copy of the
accompanying Notice of Special Meeting in lieu of the Annual Meeting of
Stockholders and the Proxy Statement with respect thereto and hereby
revoke(s) any proxy or proxies heretofore given. This proxy may be revoked
at any time before it is exercised.

NOTE: Please sign exactly as name
Dated: ____________________________ appears hereon. Joint owners
----------------------------------- should each sign. When
Signature signing as attorney,
----------------------------------- executor, administrator,
Signature trustee or guardian, please
give full title as such.